TABLE OF CONTENTS

		Page
ARTICLE 1 ASSETS CONTRIBUTION		1
Section 1.1	Contribution of Assets	1
Section 1.2	Assets	2
Section 1.3	Excluded Assets	2
Section 1.4	Certain Definitions	3
Section 1.5	Effective Time; Proration of Costs and Revenues	6
Section 1.6	Intentions of the Parties	6
ARTICLE 2 CASH CONTRIBUTION, DISTRIBUTIONS AND LOANS		7
Section 2.1	Cash Contribution	7
Section 2.2	Effective Time Adjustment	7
Section 2.3	Cash Distributions and Loans	9
Section 2.4	Capital Account Balances	9
ARTICLE 3 TITLE MATTERS		9
Section 3.1	Title	9
Section 3.2	Definitions of Defensible Title and Permitted Encumbrances	10
Section 3.3	Notice of Asserted Title Defects; Defect Adjustments	11
Section 3.4	Consents to Assignment and Preferential Rights to Purchase	14
Section 3.5	Casualty or Condemnation Loss	15
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF EQUITABLE		16
Section 4.1	Disclaimers	16
Section 4.2	EPC	17
Section 4.3	EGEL	18
Section 4.4	Liability for Brokers’ Fees	19
Section 4.5	Consents, Approvals or Waivers	19
Section 4.6	Litigation	20
Section 4.7	Taxes	20
Section 4.8	Environmental Laws	20
Section 4.9	Compliance with Laws	20
Section 4.10	Contracts	20
Section 4.11	Permits, etc.	21
Section 4.12	Outstanding Capital Commitments	21
Section 4.13	Abandonment	21
Section 4.14	Condition of Equipment, etc.	21
Section 4.15	Payments of Property Costs	21
Section 4.16	Absence of Certain Events	21
Section 4.17	Regulatory Matters	21
Section 4.18	Information	22
Section 4.19	Sole Member	22

 

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ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PMOG		22
Section 5.1	Existence and Qualification	22
Section 5.2	Power	22
Section 5.3	Authorization and Enforceability	22
Section 5.4	No Conflicts	22
Section 5.5	Liability for Brokers’ Fees	23
Section 5.6	Consents, Approvals or Waivers	23
Section 5.7	Litigation	23
Section 5.8	Financing	23
Section 5.9	Independent Investigation	23
Section 5.10	Equitable Information	23
ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF THE COMPANY		24
Section 6.1	Existence and Qualification	24
Section 6.2	Valid Issuance	24
Section 6.3	Power	24
Section 6.4	Authorization and Enforceability	24
Section 6.5	No Conflicts	24
Section 6.6	Consents, Approvals or Waivers	25
Section 6.7	Litigation	25
ARTICLE 7 COVENANTS OF THE PARTIES		25
Section 7.1	Access	25
Section 7.2	Indemnity Regarding Access	25
Section 7.3	Pre-Closing Notifications	26
Section 7.4	Confidentiality, Public Announcements	26
Section 7.5	Governmental Reviews	27
Section 7.6	Tax Matters	27
Section 7.7	Further Assurances	29
Section 7.8	Assumption of Obligations	29
Section 7.9	Pipeline Agreement	29
Section 7.10	Operation of Assets	30
Section 7.11	Financial Information	30
Section 7.12	Termination of Gas Gathering Agreement	30
ARTICLE 8 CONDITIONS TO CLOSING		31
Section 8.1	Conditions of Equitable to Closing	31
Section 8.2	Conditions of PMOG to Closing	32
ARTICLE 9 CLOSING		33
Section 9.1	Time and Place of Closing	33
Section 9.2	Closing Deliveries of Equitable	33
Section 9.3	Closing Deliveries of PMOG	34
Section 9.4	Closing Deliveries of the Company	35
ARTICLE 10 TERMINATION AND AMENDMENT		35
Section 10.1	Termination	35

 

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Section 10.2	Effect of Termination	36
ARTICLE 11 INDEMNIFICATIONS; LIMITATIONS		36
Section 11.1	Indemnification	36
Section 11.2	Indemnification Actions	39
Section 11.3	Limitation on Actions	40
ARTICLE 12 MISCELLANEOUS		41
Section 12.1	Receipts	41
Section 12.2	Property Costs	42
Section 12.3	Counterparts	42
Section 12.4	Notices	42
Section 12.5	[Intentionally Omitted]	43
Section 12.6	Expenses	43
Section 12.7	Replacement of Bonds, Letters of Credit and Guarantees	43
Section 12.8	Governing Law; Jurisdiction; Court Proceedings	43
Section 12.9	Records	44
Section 12.10	Captions	44
Section 12.11	Waivers	44
Section 12.12	Assignment	44
Section 12.13	Entire Agreement	44
Section 12.14	Amendment	45
Section 12.15	No Third Person Beneficiaries	45
Section 12.16	References	45
Section 12.17	Construction	45
Section 12.18	Limitation on Damages	45
Section 12.19	Attorneys’ Fees	46

 

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EXHIBITS:

Exhibit A-1	Gathering Assets
Exhibit A-2	Water Disposal Wells; Other Excluded Assets
Exhibit A-3	Equipment, Machinery, Fixtures and Other Tangible Personal Property and Improvements
Exhibit A-4	Other Excluded Assets
Exhibit A-5	Delinquent Liens for Current Taxes or Assessments
Exhibit A-6	Delinquent Liens Arising in the Ordinary Course of Business
Exhibit B	Form of Conveyance
Exhibit C	Form of Amended and Restated Limited Liability Company Agreement of Nora Gathering, LLC
Exhibit D	Form of Assignment of Easement Agreement
Exhibit E	Form of Note
Exhibit F	Permitted Encumbrances
Exhibit G	Form of Gathering Agreement
Exhibit H	Form of Gas Purchase Agreement
Exhibit I	[Intentionally Omitted]
Exhibit J	[Intentionally Omitted]
Exhibit K	Nora-T Line
Exhibit L	Form of Change of Control Agreement
Exhibit M	Form of Equitable Guaranty
Exhibit N	Form of Range Guaranty
Exhibit O	Form of Interconnect Agreement

 

SCHEDULES:

 

Schedule 4.2(d)	Conflicts (EPC)
Schedule 4.3(d)	Conflicts (EGEL)
Schedule 4.5	Consents, Approvals or Waivers (EPC and EGEL)
Schedule 4.6A	Litigation
Schedule 4.6B	Litigation
Schedule 4.7	Taxes and Assessments
Schedule 4.9	Compliance with Laws
Schedule 4.10	Contracts
Schedule 4.11	Permits
Schedule 4.12	Outstanding Capital Commitments
Schedule 4.13	Abandonment
Schedule 4.14	Condition of Equipment, etc.
Schedule 4.16	Certain Events
Schedule 7.10	Operation of Assets

 

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Index of Defined Terms

Defined Term		Section
Affiliate		Section 1.4(a)
Agreement		Preamble
Assets		Section 1.2
Asserted Title Defect		Section 3.2(a)
Asserted Title Defect Amount		Section 3.3(c)
Business Day		Section 1.4(c)
Cash Contribution		Section 2.1
Change of Control Agreement		Section 9.2(g)
Chosen Court		Section 12.8
Claim		Section 11.2(b)
Claim Notice		Section 11.2(b)
Closing		Section 9.1
Closing Date		Section 9.1
Closing Payment		Section 2.2(a)
Company		Preamble
Company Indemnified Persons		Section 11.1(b)
Consents		Section 4.5
Contracts		Section 1.2(b)
Conveyance		Section 9.2(a)
Damages		Section 11.1(e)
Defensible Title		Section 3.2(a)
Easements		Section 1.2(c)
Equitable		Preamble
Equitable Indemnified Persons		Section 11.1(c)
Effective Time		Section 1.4(d)
Effective Time Adjustment		Section 2.2(a)
EGEL		Preamble
Encumbrances		Section 3.2(a)
Environmental Laws		Section 4.8
EPC		Preamble
Equitable		Preamble
Exchange Act		Section 1.4(e)
Excluded Assets		Section 1.3
Execution Date		Preamble
Exploration Agreement		Section 1.4(f)
Exploration Agreement PMOG Area		Section 1.4(g)
Gathering Agreement		Section 9.2(e)
Gathering Assets		Section 1.2(a)
Governmental Authority		Section 1.4(h)
Governmental Permits		Section 4.11
HSR Act		Section 7.5
Hydrocarbons		Section 1.4(i)

 

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Indemnified Person		Section 11.2(a)
Indemnifying Person		Section 11.2(a)
Laws		Section 1.4(j)
Letter of Intent		Section 12.13
LLC Agreement		Section 9.2(d)
Material Adverse Effect		Section 4.1(d)
New Easement Agreement		Section 9.3(d)
New Lease		Section 1.4(k)
Nora Field		Section 1.4(l)
Nora-T Line		Section 1.4(m)
Original Lease		Section 1.4(n)
Party; Parties		Preamble
Party Lawsuit		Section 1.4(o)
Permitted Encumbrances		Section 3.2(b)
Person		Section 1.4(p)
Pipeline Agreement		Recitals
PMOG		Preamble
PMOG Indemnified Persons		Section 11.1(b)
Pre-Closing Taxable Period		Section 7.6(c)
Preferential Rights		Section 4.5
Property Costs		Section 1.5(c)
Purchase Agreement		Section 1.4(q)
Records		Section 1.4(r)
Scheduled Transfer Requirements		Section 4.5(a)
SEC		Section 1.4(s)
Securities Act		Section 1.4(t)
Statements of Revenues and Expenses		Section 7.11
Straddle Taxable Period		Section 7.6(c)
Tax		Section 1.4(u)
Tax Return		Section 1.4(v)
Termination Date		Section 10.1
Title Arbitrator		Section 3.3(f)
Title Claim Date		Section 3.3(a)
Title Defects		Section 3.2(a)
Transaction Documents		Section 12.13
Transfer Taxes		Section 1.4(w)

 

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CONTRIBUTION AGREEMENT

This Contribution Agreement (this “Agreement”), dated as of April 13, 2007, (the “Execution Date”) is by and among Equitable Production Company, a Pennsylvania corporation (“EPC”), Equitable Gathering Equity, LLC, a Delaware limited liability company (“EGEL”, and, collectively with EPC, “Equitable”), Pine Mountain Oil and Gas, Inc., a Virginia corporation (“PMOG”), and Nora Gathering, LLC, a Delaware limited liability company (the “Company”).  EPC, EGEL, PMOG and the Company are sometimes referred to herein, collectively, as the “Parties” and, individually, as a “Party.”

RECITALS:

WHEREAS, EPC and EGEL are the owners of various natural gas pipeline gathering facilities and pipelines, commonly known as the Nora Gas Gathering System (including the Nora-T pipeline), located in Dickenson, Buchanan, Wise and Russell Counties, Virginia, and used in the gathering of natural gas from the Nora Field, as further described herein;

WHEREAS, such gathering facilities and pipelines are situated upon, through and/or under various properties, which are owned or held by EPC, PMOG, and/or EGEL by virtue of various agreements or conveyances;

WHEREAS, EPC and EGEL have entered into that certain Pipeline Agreement dated as of January 1, 2005 (the “Pipeline Agreement”), for the lease and/or sublease of facilities and pipelines relating to such gathering system;

WHEREAS, Equitable desires to contribute such gathering facilities and pipelines, together with all of Equitable’s other rights, titles and interests in and to such gathering facilities and pipelines and the Pipeline Agreement , to the Company on the terms and conditions hereinafter set forth; and

WHEREAS, PMOG desires to contribute a specified amount of cash and certain assets to the Company on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and of the mutual promises, representations, warranties, covenants, conditions and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE 1 
ASSETS CONTRIBUTION

Section 1.1            Contribution of Assets .  On the terms and conditions contained in this Agreement, Equitable agrees to contribute to the Company and the Company agrees to accept

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from Equitable the Assets.  As consideration for the contribution of the Assets, the Company shall issue to EGEL a fifty percent (50%) membership interest in the Company.

Section 1.2            Assets .  “Assets” means all of the right, title and interest of Equitable in and to the following:

(a)   the gas gathering system, facilities, compressors, pipelines, pig and other stations and Easements described on Exhibit A-1 (the “Gathering Assets”);

(b)   all presently existing contracts, agreements and instruments by which the Assets are bound or subject, including operating agreements, pipeline agreements, declarations and orders, exchange agreements, and transportation agreements, but excluding any contract, agreement or instrument to the extent that (1) transfer is restricted by third-party agreement or applicable Law, (2) Equitable is unable to obtain, using commercially reasonable efforts, a waiver of, or otherwise satisfy, such transfer restriction (provided that Equitable shall not be required to provide consideration or undertake obligations to or for the benefit of the holders of such rights in order to obtain any necessary consent or waiver), and (3) the failure to obtain such waiver or satisfy such transfer restriction would cause a termination of such contract, agreement or instrument or a material impairment of the rights thereunder (subject to such exclusions, the “Contracts”);

(c)   all easements, permits, licenses, servitudes, rights-of-way, surface leases and other surface rights appurtenant to, and used or held for use primarily in connection with, the Gathering Assets or other Assets (the “Easements”), including those Easements described on Exhibit A-1, but excluding any of the foregoing to the extent that (1) transfer is restricted by third-party agreement or applicable Law, (2) Equitable is unable to obtain, using commercially reasonable efforts, a waiver of, or otherwise satisfy, such transfer restriction (provided that Equitable shall not be required to provide consideration or undertake obligations to or for the benefit of the holders of such rights in order to obtain any necessary consent or waiver), and (3) the failure to obtain such waiver or satisfy such transfer restriction would cause a termination of such permit or other instrument or a material impairment of the rights thereunder;

(d)   all gathering lines, pipelines, compressors, equipment, machinery, fixtures and other tangible personal property and improvements used or held for use primarily in connection with the ownership or operation of the Gathering Assets or other Assets, but excluding any such items included in the Excluded Assets; and

(e)   the Records.

Section 1.3            Excluded Assets .  Notwithstanding anything to the contrary contained herein, the Assets shall not include, and the following are excepted, reserved and excluded from the transactions contemplated hereby (collectively, the “Excluded Assets”):

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(a)   all water disposal wells, and any transfer facility, loadout facility or other facility associated with such water disposal wells, primarily used in connection with the disposal of produced water derived from or otherwise attributable to any of the wells that produce gas transported through the Gathering Assets, including those water disposal wells and associated facilities described on Exhibit A-2;

(b)   all corporate, financial, income and franchise tax and legal records of Equitable that relate to Equitable’s business generally (other than those relating primarily to the Assets), and all books, records and files that relate to the Excluded Assets and copies of any Records retained by Equitable;

(c)   (i) equipment, machinery, fixtures and other tangible property and improvements described on Exhibit A-3 attached hereto; (ii) computers and peripheral equipment related to such equipment; (iii) communication and telecommunication equipment including but not limited to radios, towers, and networking equipment; (iv) custom applications and databases; (v) measurement and data collection devices; and (vi) software and associated licenses, including but not limited to any software relating to the SCADA System, Enertia, Altra, Flow-Cal, Talon, Aries, Production Access, Pre-drill Manager, Geographix, Synergy, and CygNet;

(d)   all rights and all obligations of Equitable with respect to any refund or payment of Taxes or other costs or expenses borne by Equitable or Equitable’s predecessors in interest and title attributable to the Assets and the period prior to the Effective Time;

(e)   all rights and all obligations of Equitable with respect to the claims and causes of action relating to the Assets that accrued or arose prior to the Effective Time (other than claims or causes of action for proceeds to which the Company is entitled under Section 1.5(b));

(f)    Equitable’s area-wide bonds, permits and licenses (including all Federal Communications Commission licenses) or other permits, licenses or authorizations used in the conduct of Equitable’s business generally and not exclusively related to the Gathering Assets; and

(g)   those other assets and interests identified on Exhibit A-4.

Section 1.4            Certain Definitions .  As used herein:

(a)   “Affiliate” means, with respect to any Person, a Person that directly or indirectly controls, is controlled by or is under common control with such Person, with control in such context meaning (i) the power to direct the vote of more than fifty percent (50%) of the voting shares or other securities of such Person through ownership, pursuant to a written agreement, or otherwise or (ii) the power to direct the management and policies of a Person through ownership of voting shares or other securities, pursuant to a

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written agreement, or otherwise.  For the purposes of this Agreement, the Company shall not be considered an Affiliate of any Party or such Party’s Affiliates.

(b)   [Intentionally omitted].

(c)   “Business Day” means any day other than a Saturday, a Sunday, or a day on which banks are closed for business in Pittsburgh, Pennsylvania or Fort Worth, Texas.

(d)   “Effective Time” means 12:01 a.m. local time where the Assets are located on June 1, 2006.

(e)   “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(f)    “Exploration Agreement” has the meaning given to such term in the Purchase Agreement.

(g)   “Exploration Agreement PMOG Area” has the meaning given to such term in the Purchase Agreement.

(h)   “Governmental Authority” means any government and/or any political subdivision thereof, including departments, courts, commissions, boards, bureaus, ministries, agencies or other instrumentalities.

(i)    “Hydrocarbons” means all oil, gas, coalbed methane gas and other associated hydrocarbons. 

(j)    “Laws” means all laws, statutes, rules, regulations, ordinances, orders, requirements and codes of Governmental Authorities.

(k)   “New Lease” has the meaning given to such term in the Purchase Agreement.

(l)    “Nora Field” has the same meaning as the term “AMI” in the Operating Agreement (as defined in the Purchase Agreement).

(m)  “Nora-T Line” means the pipeline depicted on Exhibit K.

(n)   “Original Lease” has the meaning given to such term in the Purchase Agreement.

(o)   “Party Lawsuit” means the ongoing litigation and claims in the action styled as Pine Mountain Oil & Gas, Inc. v. Equitable Production Company , USDC WD Va, Abingdon Division, CA No. 1:05CV095 (including the related September 22, 2005 arbitration proceeding).

(p)   “Person” means any individual, corporation, partnership, limited liability company, trust, estate, Governmental Authority or any other entity.

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(q)   “Purchase Agreement” means that certain Purchase and Sale Agreement of even date herewith between EPC and PMOG.

(r)    “Records” means all gathering and transportation files, compression files, land files and surveys, Contract files and all other books, records, data, files, maps and accounting records to the extent relating primarily to the Assets, excluding however, (A) any record to the extent that: (1) disclosure or transfer of such record is restricted by any third-party agreement or applicable Law, (2) Equitable is unable to obtain, using commercially reasonable efforts, a waiver of, or otherwise satisfy, such disclosure restriction (provided that Equitable shall not be required to provide consideration or undertake obligations to or for the benefit of the holders of such rights in order to obtain any necessary consent or waiver) and (3) the failure to obtain such waiver or satisfy such disclosure restriction would cause a termination of such instrument or a material impairment of the rights thereunder; (B) computer software; (C) all legal records and legal files of Equitable (other than (x) title opinions and (y) Contracts) and all other work product of and attorney-client communications with any of Equitable’s legal counsel; (D) records relating to the sale of the Assets, including bids received from and records of negotiations with third Persons; (E) any other records to the extent constituting Excluded Assets; and (F) contracts and agreements of no further force and effect as of the Effective Time.

(s)   “SEC” means the U.S. Securities and Exchange Commission.

(t)    “Securities Act” means the Securities Act of 1933, as amended, and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder.

(u)   “Tax” means all taxes, including income tax, surtax, remittance tax, presumptive tax, net worth tax, production tax, pipeline transportation tax, value added tax, withholding tax, gross receipts tax, windfall profits tax, profits tax, severance tax, personal property tax, real property tax, sales tax, service tax, transfer tax, use tax, excise tax, premium tax, customs duties, stamp tax, motor vehicle tax, entertainment tax, insurance tax, capital stock tax, franchise tax, occupation tax, payroll tax, employment tax, social security, unemployment tax, disability tax, alternative or add-on minimum tax, estimated tax, and any other assessments, duties, fees, or levies imposed by a Governmental Authority, together with any interest, fine or penalty thereon, or addition thereto.

(v)   “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, required to be filed with any Governmental Authority.

(w)  “Transfer Taxes” means all transfer, sales, use, documentary, stamp duty, conveyance and other similar Taxes, duties, fees or charges.

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Section 1.5            Effective Time; Proration of Costs and Revenues . 

(a)   Title and interest in and to the Assets shall be transferred from Equitable to the Company at the Closing, but certain financial benefits and burdens in respect of the Assets shall be transferred effective as of the Effective Time, as described below.

(b)   The Company shall be entitled to all income, proceeds, receipts and credits earned with respect to the Assets on and after the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs incurred on and after the Effective Time (provided that the Company’s entitlement to income, proceeds, receipts and credits earned with respect to, and responsibility for and entitlement to refunds with respect to Property Costs relating to, certain of the Assets shall be adjusted as of Closing in the manner described in Section 2.2).  For the purpose of determining the amount of gathering fees to be included as income under this Section 1.5(b) with respect to volumes of gas produced by any member of the Company or any of its Affiliates, it shall be assumed that the Gathering Agreement was effective as of the Effective Time.  Equitable shall be entitled to all income, proceeds, receipts and credits earned with respect to the Assets prior to the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs incurred prior to the Effective Time (provided that Equitable’s entitlement to income, proceeds, receipts and credits earned with respect to, and responsibility for and entitlement to refunds with respect to Property Costs relating to, certain of the Assets shall be adjusted as of Closing in the manner described in Section 2.2).  “Earned” and “incurred”, as used in this Agreement, shall be interpreted in accordance with United States generally accepted accounting principles (as published by the Financial Accounting Standards Board).  Surface use fees, insurance premiums and other Property Costs that are paid periodically shall be prorated based on the number of days in the applicable period falling before and at or after the Effective Time, except that production, severance and similar Taxes based upon revenues generated by the Assets shall be prorated based on the amount of revenues generated by the Assets before, or at and after the Effective Time.  In each case, the Company shall be responsible for the portion allocated to the period on and after the Effective Time and Equitable shall be responsible for the portion allocated to the period before the Effective Time.

(c)   “Property Costs” means all operating expenses (including costs of insurance and ad valorem, property and similar Taxes based upon or measured by the ownership or operation of the Assets, but excluding any other Taxes), capital expenditures incurred in the ownership and operation of the Assets in the ordinary course of business, and overhead costs in each case as would have been charged to the Assets under the limited liability company agreement of the Company assuming it was in effect at all times during the period between the Effective Time and Closing.

Section 1.6            Intentions of the Parties .  The Parties acknowledge that the description of the Gathering Assets comprising the Nora Gas Gathering System (including the Nora-T Line) as provided on Exhibit A-1 may be incomplete, including with respect to easements, servitudes,

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rights-of-way, surface leases and other surface rights and the plat of such system, and the Parties may amend Exhibit A-1 prior to the Closing Date in order to more fully describe the Gathering Assets (it being acknowledged by the Parties that the Gathering Assets are intended to cover all of Equitable’s and its Affiliates’ interests in and to their currently existing natural gas gathering system and related assets, other than the Excluded Assets and as set forth in the following sentence, located within the Nora Field including any currently existing sections of the Nora Gas Gathering System extending beyond the Nora Field that service wells in the Nora Field).  Notwithstanding the foregoing, the Parties further acknowledge that the Gathering Assets do not include any gas gathering system, facilities, compressors, pipelines, pig and other stations, Easements, or other assets and interests of EPC or EGEL in the separate gathering system commonly known as the Roaring Fork Gas Gathering System located within and outside of the Nora Field, which system is used as of the date hereof in connection with the transportation of Hydrocarbons produced from the wells listed on Exhibit A-4, among other wells.

ARTICLE 2  
CASH CONTRIBUTION, DISTRIBUTIONS AND LOANS

Section 2.1            Cash Contribution .  On the terms contained in this Agreement, PMOG agrees to contribute to the Company at the Closing an amount of cash equal to Fifty-Three Million Sixty Five Thousand One Hundred Seventy Six Dollars and Thirteen Cents (US$53,065,176.13) (as adjusted pursuant to Section 3.4 and Section 3.5, the “Cash Contribution”), to be applied as set forth in Section 2.3.  Additionally, on the terms and conditions contained in this Agreement, PMOG agrees to contribute to the Company and the Company agrees to accept from PMOG, PMOG’s right, title and interest (if any) in and to the gas gathering system, facilities, compressors and pipelines described on Exhibit A-1, excluding any interest that PMOG owns in its capacity as the lessor under the Original Lease or the New Lease or as Grantor under the New Easement Agreement.  As consideration for the contribution of such assets and the Cash Contribution, the Company shall issue to PMOG a fifty percent (50%) membership interest in the Company.

Section 2.2            Effective Time Adjustment . 

(a)   Not later than five (5) Business Days prior to the Closing Date, Equitable shall prepare in good faith, using the best information available to Equitable, and deliver to PMOG a preliminary settlement statement setting forth an estimated calculation of the net amount received (or paid) by Equitable for the account of the Company pursuant to Section 1.5(b) (such net amount being called herein the “Effective Time Adjustment.  Such statement shall show the calculation of each adjustment, based, to the extent possible, on actual credits, charges, receipts and other items attributable to the period of time from and after the Effective Time and PMOG shall review such preliminary settlement statement and discuss with Equitable any changes necessary thereto.  The Parties shall use their reasonable efforts exercised in good faith to agree upon such preliminary settlement statement as of Closing.  An amount equal to eighty percent (80%) of the estimated Effective Time Adjustment, set forth in the preliminary settlement statement mutually agreed to by the Parties in accordance with this Section 2.2(a), shall

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constitute the dollar amount to be contributed by PMOG to the Company at the Closing (the “Closing Payment”), together with the Cash Contribution to be contributed by PMOG at Closing.

(b)   As soon as reasonably practicable after the Closing, but not later than the one hundred and twentieth (120 th ) day following the Closing Date, Equitable shall prepare in good faith, using the best information available to Equitable, and deliver to PMOG a statement setting forth the final calculation of the Effective Time Adjustment and showing the calculation of each adjustment, based, to the extent possible, on actual credits, charges, receipts and other items attributable to the period of time from and after the Effective Time and shall supply reasonable documentation available to support any such credits, charges, receipts or other items.  As soon as reasonably practicable but not later than the thirtieth (30 th ) day following receipt of Equitable’s statement hereunder, PMOG shall deliver to Equitable a written report containing any changes that PMOG proposes be made to such statement.  Equitable and PMOG shall undertake to agree on the amount of the actual Effective Time Adjustment no later than one hundred and eighty (180) days after the Closing Date.  In the event that such Parties cannot reach agreement within such period of time, either Equitable or PMOG may refer the remaining matters in dispute to Ernst & Young LLP, or if Ernst & Young LLP is unable or unwilling to perform its obligations under this Section 2.2(b), such other nationally-recognized independent accounting firm as may be accepted by Equitable and PMOG, for review and final determination.  The accounting firm shall conduct the arbitration proceedings in Pittsburgh, Pennsylvania in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect as of the date hereof, to the extent such rules do not conflict with the terms of this Section 2.2(b).  The accounting firm’s determination shall be made within thirty (30) days after submission of the matters in dispute and shall be final and binding on all Parties, without right of appeal.  In determining the proper amount of the Effective Time Adjustment, the accounting firm shall not increase the Effective Time Adjustment more than the increase proposed by Equitable nor decrease the Effective Time Adjustment more than the decrease proposed by PMOG, as applicable.  The accounting firm shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Equitable or PMOG and may not award damages or penalties.  Equitable and PMOG shall each bear its own legal fees and other costs of presenting its case.  Equitable and PMOG shall bear one-half of the costs and expenses of the accounting firm.  Within ten (10) days after the earlier of (i) the expiration of PMOG’s thirty (30) day review period without delivery of any written report or (ii) the date on which the Equitable and PMOG, or the accounting firm, as applicable, finally determine the actual Effective Time Adjustment, (A) Equitable shall contribute to the Company an amount of cash equal to the amount by which the estimated Effective Time Adjustment exceeds the actual Effective Time Adjustment; or (B) PMOG shall contribute to the Company an amount of cash equal to eighty percent (80%) of the amount by which the actual Effective Time Adjustment exceeds the estimated Effective Time Adjustment.

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(c)   The adjustment described in Section 2.2(a) shall serve to satisfy up to the amount of the adjustment (i) the Company’s entitlement under Section 1.5 to income, proceeds, receipts and credits earned with respect to the Assets between the Effective Time and the Closing (and the Company shall not have any separate rights to receive any income, proceeds, receipts and credits with respect to which an adjustment has been made) and (ii) the Company’s obligation under Section 1.5 to pay Property Costs attributable to the ownership and operation of the Assets which are incurred between the Effective Time and the Closing (and the Company shall not be separately obligated to pay for any Property Costs with respect to which an adjustment has been made).

Section 2.3            Cash Distributions and Loans .  At the Closing, the Company shall:

(a)   Distribute an amount equal to twenty percent (20%) of the sum of Sixty-Six Million Three Hundred Thirty One Thousand Four Hundred Seventy Dollars and Sixteen Cents (US$66,331,470.16) and the Effective Time Adjustment to EGEL; and

(b)   Loan the remaining amount of cash contributed to the Company hereunder to ET Blue Grass Company, with such loan to be entered by a separate note in substantially the form attached hereto as Exhibit E, which loan shall be repaid prior to the Company requiring any capital contribution by PMOG or Equitable under the LLC Agreement.

Section 2.4            Capital Account Balances .  Following the completion of the contributions by Equitable and PMOG, the distribution to EGEL pursuant to Section 2.3(a) and the other actions taken pursuant to Section 2.3, the respective capital account balances of EGEL and PMOG shall be equal.

ARTICLE 3
TITLE MATTERS

Section 3.1          Title .

(a)   The Conveyance shall contain a special warranty of title against every Person lawfully claiming or to claim the interest to be conveyed by Equitable to the Company or any part thereof by, through and under Equitable and its Affiliates, but not otherwise, subject to Permitted Encumbrances, but shall otherwise be without warranty of title, express, implied or statutory, except that the Conveyance shall transfer to the Company all rights or actions on title warranties given or made by Equitable’s predecessors (other than Affiliates of Equitable), to the extent Equitable may legally transfer such rights.

(b)   Notwithstanding anything to the contrary in Section 3.1(a) and the Conveyance, Section 3.3 shall provide PMOG’s and the Company’s exclusive remedy in respect of Asserted Title Defects reported in accordance with this Article 3.  Neither PMOG nor the Company shall be entitled to make any claims against Equitable or any of its Affiliates under Equitable’s special warranty of title in the Conveyance against any such Asserted Title Defect.

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Section 3.2          Definitions of Defensible Title and Permitted Encumbrances .

(a)   As used in this Agreement with respect to the Assets, the term “Defensible Title” means marketable title in southwestern Virginia, free and clear of all liens, charges, encumbrances, irregularities or other defects (“Encumbrances”) other than Permitted Encumbrances.  The term “Title Defect” means, as applicable, (i) any Encumbrance that would cause Equitable not to have Defensible Title or (ii) other than with respect to the lands covered by the Original Lease or any Exploration Agreement PMOG Area, the lack of easements or other agreements covering the continuous length of each pipeline included in the Assets allowing for the transportation of the Hydrocarbons as currently transported through such pipeline.  The term “Asserted Title Defect” means a Title Defect reported by PMOG or the Company pursuant to Section 3.3 hereof.

(b)   As used in this Agreement, the term “Permitted Encumbrances” means any or all of the following:

(i)            all Contracts;

(ii)           Preferential Rights;

(iii)          third-party consent requirements and similar restrictions with respect to which waivers or consents are obtained by Equitable from the appropriate parties prior to the Closing Date or the appropriate time period for asserting the right has expired or which are expressly not required to be satisfied prior to a transfer;

(iv)          liens for current Taxes or assessments not yet delinquent or, if delinquent, being contested in good faith by appropriate actions and listed on Exhibit A-5;

(v)           materialman’s, mechanic’s, repairman’s, employee’s, contractor’s, operator’s and other similar liens or charges arising in the ordinary course of business for amounts not yet delinquent (including any amounts being withheld as provided by Law), or, if delinquent, being contested in good faith by appropriate actions and listed on Exhibit A-6;

(vi)          all rights to consent, by required notices to, filings with, or other actions by Governmental Authorities in connection with the sale or conveyance of easements, rights of way, licenses, gathering facilities or interests therein if they are customarily obtained subsequent to the sale or conveyance;

(vii)         rights of reassignment arising upon final intention to abandon or release any easement or right of way;

(viii)        with regard to lands covered by the Original Lease or included in the Exploration Agreement PMOG Area and to the extent not created by, through

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or under Equitable: easements, rights-of-way, servitudes, permits and other rights in respect of surface and subsurface operations and any rights related to coal, coal seams or coal mining, whether statutory or otherwise, other than rights to explore for, develop and produce coalbed methane;

(ix)           with regard to lands not covered by the Original Lease or included in the Exploration Agreement PMOG Area: easements, rights-of-way, servitudes, permits and other rights in respect of surface and subsurface operations which would be accepted by a reasonably prudent purchaser engaged in the business of owning and operating assets similar to the Assets in the Appalachian Basin;

(x)            all rights reserved to or vested in any Governmental Authority to control or regulate any of the Assets in any manner and all obligations and duties under all applicable Laws or under any franchise, grant, license or permit issued by any such Governmental Authority;

(xi)           any Encumbrance which is discharged by Equitable at or prior to Closing;

(xii)          with respect to the easements, rights of way and other rights over, under or through any lands and properties owned by PMOG or its Affiliates, any Encumbrance or imperfection in title other than those Encumbrances or imperfections in title arising by, through or under Equitable or its Affiliates;

(xiii)         any matters shown on Exhibit F; and

(xiv)        any other Encumbrances which do not, individually or in the aggregate, materially detract from the value of or materially interfere with the use, ownership or operation of the Assets subject thereto or affected thereby (as currently used, owned or operated) and which would be accepted by a reasonably prudent purchaser engaged in the business of owning and operating gathering system or pipeline assets in the Appalachian Basin.

Section 3.3          Notice of Asserted Title Defects; Defect Adjustments .

(a)   To assert a claim of a Title Defect prior to Closing, PMOG must deliver a claim notice to Equitable on or before 5:00 p.m. EDT on April 25, 2007 (the “Title Claim Date”), except as otherwise provided under Section 3.4 or Section 3.5; provided that PMOG agrees to furnish Equitable at the end of every week period following the execution of this Agreement and prior to the Title Claim Date with a claim notice if any officer of PMOG or its Affiliates discovers or learns of any Title Defect during such  period.  Each such notice shall be in writing and shall include (i) a description of the Asserted Title Defect(s), (ii) the Assets affected, (iii) supporting documents reasonably necessary for Equitable (as well as any title attorney or examiner hired by Equitable) to verify the existence of such Asserted Title Defect(s) and (iv) the amount by which PMOG reasonably believes the value of those Assets is reduced by such Asserted Title

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Defect(s) and the computations and information upon which PMOG’s belief is based.  Subject to the Company’s rights under the special warranty of title described in Section 3.1(a) and its and PMOG’s rights with respect to any breach of Equitable’s covenant under Section 7.10(f), PMOG and the Company shall be deemed to have waived all Title Defects of which Equitable has not been given notice on or before the Title Claim Date. 

(b)   In the event that PMOG notifies Equitable of a Title Defect before the Title Claim Date, Equitable shall have the right, but not the obligation, to attempt, at its sole cost, to cure or remove any Asserted Title Defects of which it has been notified by PMOG.  If Equitable so elects to cure or remove any Asserted Title Defect, PMOG shall use commercially reasonable efforts to cooperate with Equitable’s efforts to cure or remove such Asserted Title Defect.  If prior to Closing, Equitable has been unable to cure or remove any Asserted Title Defect, then Equitable and PMOG mutually shall elect to have one of the following options apply:

(i)            Remove the Assets subject to such Asserted Title Defect from the transaction contemplated by this Agreement, if the operation of Gathering Assets (taken as a whole) would not be materially impaired thereby.  Such removed Assets shall not be assigned at the Closing, shall become “Excluded Assets” for all purposes hereunder and the Cash Contribution shall be reduced by an amount equal to the value for such Assets.

(ii)           Assign the Assets subject to the Asserted Title Defect to the Company at Closing, and defend, indemnify and hold the Company, the successors, assigns and Affiliates of the Company, PMOG and PMOG’s Affiliates harmless from and against all Damages that arise out of or that any such Person may suffer as a result of such Asserted Title Defect pursuant to a form of indemnity agreement mutually agreeable to the Parties.

(iii)          Assign the Assets subject to the Asserted Title Defect to the Company at Closing, and reduce the Cash Contribution in accordance with Section 3.3(c).

(c)   The Cash Contribution shall be reduced by an amount (the “Asserted Title Defect Amount”) equal to the reduction in the value for the Assets subject to an uncured Asserted Title Defect, which reduction is caused by such uncured Asserted Title Defect as determined pursuant to Section 3.3(e); provided that no reduction shall be made in the Cash Contribution with respect to any Asserted Title Defect for which an election has been made pursuant to Section 3.3(b)(ii).

(d)   Except for the Company’s rights under the special warranty of title described in Section 3.1(a) and its and PMOG’s rights with respect to any breach of Equitable’s covenant under Section 7.10(f), Section 3.3(c) shall, to the fullest extent permitted by applicable Laws, be the exclusive right and remedy of PMOG and the Company against Equitable or its Affiliates with respect to any Title Defect attributable to the Assets.

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(e)   The Asserted Title Defect Amount resulting from an Asserted Title Defect shall be determined as follows:

(i)            If PMOG and Equitable agree on the Asserted Title Defect Amount, that amount shall be the Asserted Title Defect Amount;

(ii)           If the Asserted Title Defect is an Encumbrance which is undisputed and liquidated in amount, then the Asserted Title Defect Amount shall be the amount necessary to be paid to remove the Asserted Title Defect from the affected Assets;

(iii)          If the Asserted Title Defect represents an Encumbrance of a type not described in subsections (i) or (ii) above, the Asserted Title Defect Amount shall be determined by taking into account the value of the Assets so affected, the portion of the Assets affected by the Asserted Title Defect, the legal effect of the Asserted Title Defect, the potential economic effect of the Asserted Title Defect over the life of the affected Assets, the values placed upon the Asserted Title Defect by PMOG and Equitable and such other factors as are necessary to make a proper evaluation;

(iv)          Notwithstanding anything to the contrary in this Article 3, except for adjustments required by Section 3.4 or Section 3.5, there shall be no Cash Contribution adjustment for Asserted Title Defects unless and until the aggregate Asserted Title Defect Amounts for all Assets for which claim notices were timely delivered pursuant to Section 3.3(a) exceed Three Hundred Fifty Thousand Dollars (US$350,000.00), and then only to the extent that the aggregate Asserted Title Defect Amounts exceed Three Hundred Fifty Thousand Dollars (US$350,000.00);

(v)           If an Asserted Title Defect of the type not described in subsections (i) or (ii) above is reasonably susceptible of being cured, the Asserted Title Defect Amount determined under subsections (iii) above shall not be greater than the lesser of (1) the reasonable cost and expense of curing such Asserted Title Defect or (2) the share of such curative work cost and expense which is allocated to such Assets pursuant to subsection (vi) below; and

(vi)          The Asserted Title Defect Amount with respect to an Asset shall be determined without duplication of any costs or losses (A) included in another Asserted Title Defect Amount hereunder or (B) included in a casualty loss under Section 3.5.  To the extent that the cost to cure any Asserted Title Defect will result in the curing of all or a part of one or more other Asserted Title Defects, such cost of cure shall be allocated for purposes of Section 3.3(e)(v) among the Assets so affected on a fair and reasonable basis.

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(f)    Equitable and PMOG shall attempt to agree on all Asserted Title Defects and Asserted Title Defect Amounts by two (2) Business Days prior to the Closing Date.  If Equitable and PMOG are unable to agree by that date, the average of Equitable’s and PMOG’s estimates with respect to the Asserted Title Defect Amounts for the Asserted Title Defects shall be used to determine the Effective Time Adjustment pursuant to Section 2.2, and all Asserted Title Defects and Asserted Title Defect Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 3.3(f).  During the ten (10) Business Day period following the Closing Date, Asserted Title Defects and Asserted Title Defect Amounts in dispute shall be submitted to an attorney with at least ten (10) years of experience in oil and gas and pipeline titles in the southwestern Virginia as selected by mutual agreement of PMOG and Equitable (the “Title Arbitrator”).  The arbitration proceeding shall be held in Pittsburgh, Pennsylvania and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect as of the date hereof, to the extent such rules do not conflict with the terms of this Section 3.3(f).  The Title Arbitrator’s determination shall be made within twenty (20) days after submission of the matters in dispute and shall be final and binding upon the Parties, without right of appeal.  In making his determination, the Title Arbitrator shall be bound by the rules set forth in Section 3.3(e) and may consider such other matters as in the opinion of the Title Arbitrator are necessary or helpful to make a proper determination.  Additionally, with the prior written consent of PMOG and Equitable, the Title Arbitrator may consult with and engage disinterested third parties to advise the Title Arbitrator, including title attorneys from other states and petroleum engineers.  In no event shall any Asserted Title Defect Amount exceed the estimate given by PMOG in its claim notice delivered in accordance with Section 3.3(a).  The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Asserted Title Defects and Asserted Title Defect Amounts submitted by either PMOG or Equitable and may not award damages, interest or penalties to either PMOG or Equitable with respect to any matter.  Equitable and PMOG shall each bear its own legal fees and other costs of presenting its case.  Each of Equitable and PMOG shall bear one-half of the costs and expenses of the Title Arbitrator.

Section 3.4            Consents to Assignment and Preferential Rights to Purchase . 

(a)   Equitable will use reasonable efforts, consistent with industry practices in transactions of this type, to identify, with respect to all Assets, the names and addresses of all parties holding Preferential Rights and Consents applicable to the transactions contemplated hereby.  In attempting to identify the names and addresses of such parties holding such Preferential Rights and Consents, Equitable shall in no event be obligated to go beyond its own records.  Equitable will request, from the parties so identified (and from any parties identified by PMOG prior to Closing who have Preferential Rights or from whom a Consent may be required), in accordance with the documents creating such rights, execution of waivers of Preferential Rights or Consents so identified.  Equitable shall have no obligation other than to identify such Preferential Rights and Consents and to so request such execution of waivers of Preferential Rights and Consents (including,

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without limitation, Equitable shall have no obligation to assure that such waivers of Preferential Rights and Consents are obtained). 

(b)   With respect to Preferential Rights but not Consents, if a Person from whom a waiver of a Preferential Right is requested refuses to give such waiver prior to Closing, the interest in the Asset subject to such Preferential Right will be excluded from the transaction contemplated hereby, such interest in such Asset will become an “Excluded Asset” for all purposes hereunder (except in the case of any subsequent transfer of such interest in such Asset to PMOG pursuant to the following sentence) and the Cash Contribution will be adjusted downward by the value (proportionately reduced to the excluded interest) for such interest in such Asset.  If within ninety (90) days following Closing, such holder does waive its Preferential Right, then PMOG agrees that, within five (5) days following Equitable’s notice thereof, the Parties hereto will conduct a subsequent Closing (in accordance with same terms hereof) for the purchase and sale of such Excluded Asset.

(c)   If (i) an Asset is subject to a Consent that prohibits the transfer of such Asset without compliance with the provisions of such Consent, (ii) the failure to comply with or obtain such Consent will result in a termination or other material impairment of any rights in relation to such Asset, (iii) such Consent is not obtained or complied with prior to the Closing and (iv) the absence of such Asset would not materially impair the operations of the Gathering Assets (taken as a whole), then unless otherwise agreed to by PMOG and Equitable, the Asset or portion thereof affected by such Consent will be excluded from the transactions contemplated hereby, such Asset will become an “Excluded Asset” for all purposes hereunder (except in the case of any subsequent transfer of such Asset to PMOG pursuant to the following sentence), and the Cash Contribution will be adjusted downward by the agreed upon value for such Asset.  If within ninety (90) days following Closing such Consent is obtained or otherwise complied with, then PMOG agrees that, within five (5) days following Equitable’s notice thereof, the Parties hereto will conduct a subsequent Closing (in accordance with the same terms hereof) for the purchase and sale of such excluded Asset.

(d)   To the extent that the consent of PMOG with respect to the assignment of the Assets contemplated hereby is required under any agreement or arrangement, as of the Closing, PMOG hereby irrevocably grants such consent.

Section 3.5            Casualty or Condemnation Loss .  Subject to the provisions of Section 8.1(e) and Section 8.2(f) hereof, if, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain, PMOG and the Company shall nevertheless be required to close and the Parties mutually shall elect prior to Closing one of the following options: (i) to have Equitable cause the Assets affected by any casualty to be repaired or restored, at Equitable’s sole cost, as promptly as reasonably practicable (which work may extend after the Closing Date), (ii) to have Equitable indemnify the Company, PMOG, and their respective Affiliates through a document reasonably acceptable to Equitable and PMOG against any costs or expenses that such

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Person reasonably incurs to repair the Assets subject to any casualty or (iii) to treat such casualty or taking as an Asserted Title Defect with respect to the affected Assets under Section 3.3; provided that in no event shall such Asserted Title Defect be subject to the provisions of Section 3.3(e)(iv) hereof.  In each case, Equitable shall retain all rights to insurance and other claims against third parties with respect to the casualty or taking except to the extent Equitable and PMOG otherwise agree in writing.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF EQUITABLE

Section 4.1          Disclaimers .

(a)   Except as expressly set forth in Article 3, Article 4, Article 6, in the certificates delivered by Equitable at Closing pursuant to Section 9.2(b) and Section 9.2(c) or in the Conveyance, (i) Equitable makes no representations or warranties, express or implied, with respect to the Assets or the transactions contemplated hereby and (ii) Equitable expressly disclaims all liability and responsibility for any representation, warranty, statement or information with respect to the Assets or the transactions contemplated hereby made or communicated (orally or in writing) to PMOG or any of its Affiliates, employees, agents, consultants or representatives (including any opinion, information, projection or advice that may have been provided to PMOG by any officer, director, employee, agent, consultant, representative or advisor of Equitable or any of its Affiliates).

(b)   EXCEPT AS EXPRESSLY REPRESENTED OTHERWISE IN ARTICLE 3, ARTICLE 4, ARTICLE 6, IN THE CERTIFICATES DELIVERED BY EQUITABLE AT CLOSING PURSUANT TO SECTIONS 9.2(b) AND 9.2(c) OR IN THE CONVEYANCE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EQUITABLE EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO (I) TITLE TO ANY OF THE ASSETS, (II) ANY ESTIMATES OF THE VALUE OF THE ASSETS OR FUTURE REVENUES GENERATED BY THE ASSETS, (III) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE ASSETS, OR (IV) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO PMOG OR THE COMPANY OR THEIR RESPECTIVE AFFILIATES, OR THEIR RESPECTIVE EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, AND FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT, SUBJECT TO THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 3, ARTICLE 4,

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ARTICLE 6, IN THE CERTIFICATES DELIVERED BY EQUITABLE AT CLOSING PURSUANT TO SECTIONS 9.2(b) AND 9.2(c) AND IN THE CONVEYANCE, PMOG AND THE COMPANY HAVE MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS PMOG AND THE COMPANY DEEM APPROPRIATE, THE COMPANY IS RECEIVING THE ASSETS, EQUIPMENT AND ALL OTHER TANGIBLE PROPERTY IN ITS PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS.

(c)   Any representation “to the knowledge of Equitable” or “to Equitable’s knowledge” is limited to matters within the actual conscious awareness of Ted O’Brien, Lester Zitkus, Andy Murphy, Shawn Posey, John Centofanti, Chris Akers, Matt Ankrum and Phil Elliott.

(d)   Inclusion of a matter on a schedule attached hereto with respect to a representation or warranty that addresses matters having a Material Adverse Effect shall not be deemed an indication that such matter does, or may, have a Material Adverse Effect.  Matters may be disclosed on a schedule for purposes of information only.  As used herein, “Material Adverse Effect” means any change, inaccuracy, circumstance, event, result, occurrence, condition or an act (each, an “Event”) that has had or could reasonably be expected to have a material adverse effect on the ownership, operation or value of the Assets, taken as a whole or the ability of Equitable or PMOG, as applicable, to consummate the transactions contemplated hereby or meet its obligations under this Agreement and the documents to be executed hereunder; provided, however, that “Material Adverse Effect” shall not include Events resulting from general changes in Hydrocarbon prices; general changes in the Hydrocarbon exploration and production industry or general economic or political conditions; civil unrest, insurrection or similar disorders; or changes in Laws.

(e)   Subject to the foregoing provisions of this Section 4.1 and the other terms and conditions of this Agreement, Equitable represents and warrants to PMOG and the Company the matters set out in the remainder of this Article 4.

Section 4.2          EPC .

(a)   Existence and Qualification .   EPC is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and is duly qualified to do business as a foreign corporation in the Commonwealth of Virginia.

(b)   Power .   EPC has the corporate power to enter into and perform this Agreement (and all documents required to be executed and delivered by EPC at Closing) and to consummate the transactions contemplated by this Agreement (and such documents).

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(c)   Authorization and Enforceability .   The execution, delivery and performance of this Agreement by EPC (and all documents required to be executed and delivered by EPC at Closing) and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of EPC.  This Agreement has been duly executed and delivered by EPC (and all documents required to be executed and delivered by EPC at Closing shall be duly executed and delivered by EPC) and this Agreement constitutes (and at th