Section 4.17         Suspense.  Schedule 4.17 sets forth, by Well, the amount of money held in suspense by Seller out of the collected proceeds from the sale of Hydrocarbons attributable to the Assets.

Section 4.18         Absence of Certain Events.  Except as disclosed on Schedule 4.18 or as contemplated by this Agreement, since the Effective Time, there has not been any damage, destruction or loss, whether covered by insurance or not, with respect to the Assets that has had or is reasonably likely to have a Material Adverse Effect.

Section 4.19         Information.  To Seller’s knowledge, Seller has complied in all material respects with Purchaser’s requests for supporting documentation and information relating to the transactions contemplated by this Agreement to the extent Seller has such documentation or information in Seller’s or its Affiliates’ possession or control.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Seller the following:

Section 5.1            Existence and Qualification.  Purchaser is a corporation organized, validly existing and in good standing under the Laws of the Commonwealth of Virginia.

Section 5.2            Power.  Purchaser has the corporate power to enter into and perform this Agreement (and all documents required to be executed and delivered by Purchaser at Closing) and to consummate the transactions contemplated by this Agreement (and such documents).

Section 5.3            Authorization and Enforceability.  The execution, delivery and performance of this Agreement by Purchaser (and all documents required to be executed and delivered by Purchaser 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 Purchaser.  This Agreement has been duly executed and delivered by Purchaser (and all documents required to be executed and delivered by Purchaser at Closing will be duly executed and delivered by Purchaser) and this Agreement constitutes (and at the Closing such documents will constitute) the valid and binding obligations of Purchaser, enforceable in accordance with their terms except as such enforceability may be limited by applicable bankruptcy or other similar Laws affecting the rights and remedies of creditors generally, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

Section 5.4            No Conflicts.  The execution, delivery and performance of this Agreement by Purchaser (and all documents required to be executed and delivered by Purchaser at Closing), and the consummation of the transactions contemplated by this Agreement and (by such documents) will not (a) violate any provision of the certificate of incorporation or bylaws of Purchaser, (b) result in a default (with due notice or lapse of time or both) or the creation of any lien or encumbrance or give rise to any right of termination, cancellation or acceleration under

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any note, bond, mortgage, indenture, license or agreement to which Purchaser is a party or by which it is bound, (c) violate any judgment, order, ruling, or regulation applicable to Purchaser as a party in interest, or (d) violate any Law applicable to Purchaser or any of its assets, except any matters described in clauses (b), (c) or (d) above which would not have a material adverse effect on Purchaser’s ability to consummate the transactions contemplated hereby.

Section 5.5            Liability for Brokers’ Fees.  Seller shall not directly or indirectly have any responsibility, liability or expense, as a result of undertakings or agreements of Purchaser or its Affiliates, for brokerage fees, finder’s fees, agent’s commissions or other similar forms of compensation to an intermediary in connection with the negotiation, execution or delivery of this Agreement or any agreement or transaction contemplated hereby.

Section 5.6            Consents, Approvals or Waivers.  Neither the execution and delivery of this Agreement (nor any documents required to be executed by Purchaser at Closing), nor the consummation of the transactions contemplated hereby and thereby, nor the compliance with the terms hereof and thereof (in each case, by Purchaser), will (a) be subject to obtaining any consent, approval, or waiver from any Governmental Authority or other third Person, or (b) except as would not, individually or in the aggregate, have a material adverse effect on Purchaser’s ability to consummate the transactions contemplated hereby, violate any applicable Law binding upon Purchaser.

Section 5.7            Litigation.  Except for the Party Lawsuit, there are no actions, suits or proceedings pending, or to Purchaser’s knowledge, threatened in writing by or before any Governmental Authority or arbitrator against Purchaser which are reasonably likely to impair Purchaser’s ability to consummate the transactions contemplated hereby.

Section 5.8            Financing.  Purchaser has sufficient cash, available lines of credit or other sources of immediately available funds (in United States dollars) to enable it to pay the Closing Payment to Seller at the Closing.

Section 5.9            Qualification.  Purchaser is, or as of the Closing will be, qualified under applicable Laws to receive the assignment of the Assets.

Section 5.10         No Top Leases.  Since 1972, none of Purchaser, its Affiliates, or any of its or their predecessors in interest under the Original Lease has previously granted any rights to explore for and develop Hydrocarbons that are exclusively granted to Seller as lessee under the New Lease, except such rights granted to Seller, its Affiliates or any of its or their predecessors in interest pursuant to the Original Lease or under the Exploration Agreement.

Section 5.11         Independent Investigation.  Subject to Seller’s representations and warranties set forth in Article 3 and Article 4 hereof (or in any certificate furnished or to be furnished to Purchaser pursuant to this Agreement) and in the Conveyance, Purchaser acknowledges and affirms that it has made (or will make prior to Closing) all such reviews and inspections of the Assets as Purchaser has deemed necessary or appropriate.  Except for the representations and warranties expressly made by Seller in Article 3 and Article 4 of this Agreement (or in any certificate furnished or to be furnished to Purchaser pursuant to this

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Agreement) and in the Conveyance, Purchaser acknowledges that there are no representations or warranties, express or implied, as to the Assets or prospects thereof, and that in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser has relied solely upon its own independent investigation, verification, analysis and evaluation.

Section 5.12         Seller Information.  To the knowledge of the officers of Purchaser, as of the execution date of this Agreement, Seller has complied in all material respects with Purchaser’s requests for supporting documentation and information relating to the transactions contemplated by this Agreement.

ARTICLE 6
COVENANTS OF THE PARTIES

Section 6.1            Access.  Seller will give Purchaser and its representatives access to the Assets and access to and the right to copy, at Purchaser’s expense, the Records in Seller’s possession, for the purpose of conducting an investigation of the Assets, but only to the extent that Seller may do so without violating any obligations to any third Person; provided that Seller shall use its commercially reasonable efforts to obtain all consents and waivers from such third Persons if necessary to permit Purchaser’s access to the Assets and Records.  Such access by Purchaser shall be limited to Seller’s normal business hours, and Purchaser’s investigation shall be conducted in a manner that minimizes interference with the operation of the Assets.  Purchaser at its option may conduct a Phase I environmental audit of any or all of the Assets, to the extent Seller has authority to permit such an audit, provided that neither Purchaser nor its representatives shall conduct any testing or sampling on or with respect to the Assets prior to Closing.

Section 6.2            Indemnity Regarding Access.  Purchaser agrees to indemnify, defend and hold harmless Seller, its Affiliates, the other owners of interests in the Assets (other than Purchaser or its Affiliate), and all such Persons’ directors, officers, employees, agents and representatives from and against any and all Damages directly attributable to access to the Assets prior to the Closing by Purchaser, its Affiliates, or its or their directors, officers, employees, agents or representatives in connection with Purchaser’s due diligence activities with respect to the transactions contemplated hereby, even if caused in whole or in part by the negligence (whether sole, joint or concurrent), strict liability or other legal fault of any Indemnified Person but excluding any Damages to the extent caused by the gross negligence or willful misconduct of any Indemnified Person.

Section 6.3            Pre-Closing Notifications.  Until the Closing,

(a)   Purchaser shall notify Seller promptly after any officer of Purchaser obtains actual knowledge that (i) any representation or warranty of Seller contained in this Agreement is untrue in any material respect or will be untrue in any material respect as of the Closing Date or (ii) any covenant or agreement to be performed or observed by Seller

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prior to or on the Closing Date has not been so performed or observed in any material respect.

(b)   Seller shall notify Purchaser promptly after any officer of Seller obtains actual knowledge that (i) any representation or warranty of Purchaser contained in this Agreement is untrue in any material respect or will be untrue in any material respect as of the Closing Date or (ii) any covenant or agreement to be performed or observed by Purchaser prior to or on the Closing Date has not been so performed or observed in a material respect.

If any of Purchaser’s or Seller’s representations or warranties is untrue or shall become untrue in any material respect between the date of execution of this Agreement and the Closing Date, or if any of Purchaser’s or Seller’s covenants or agreements to be performed or observed prior to or on the Closing Date shall not have been so performed or observed in any material respect, but if such breach of representation, warranty, covenant or agreement shall (if curable) be cured by the Closing and the other Party has not terminated this Agreement pursuant to Section 9.1, then such breach shall be considered not to have occurred for all purposes of this Agreement; provided that any costs or expenses arising out of or relating to such cure shall be borne solely by the Party who committed the breach (notwithstanding anything to the contrary herein, including the Purchase Price adjustments set forth in Section 2.2).

Section 6.4            Confidentiality; Public Announcements.  Until the Closing, the Parties shall keep confidential and cause their Affiliates and their respective officers, directors, employees and representatives to keep confidential all information relating to this Agreement and the Assets, except as required by applicable Laws, administrative process or the applicable rules of any stock exchange to which such Party or its Affiliates are subject, and except for information which is available to the public on the date hereof or thereafter becomes available to the public other than as a result of a breach of this Section 6.4 by such Party or any such other Person.  Until the Closing, no Party shall make any press release or other public announcement regarding the existence of this Agreement (or any documents contemplated by this Agreement), the contents hereof or thereof or the transactions contemplated hereby or thereby without the prior written consent of the other Party; provided, however, the foregoing shall not restrict disclosures by Purchaser or Seller (a) that are mutually agreed to in writing, (b) that are required by applicable securities or other Laws or the applicable rules of any stock exchange having jurisdiction over the disclosing Party or its Affiliates, or (c) to Governmental Authorities and third Persons holding Preferential Rights or Consents that may be applicable to the transactions contemplated by this Agreement (or any documents contemplated by this Agreement), as reasonably necessary to obtain waivers of such rights or such consents.  The Parties agree to negotiate a reasonable and customary post-Closing press release.  Notwithstanding the foregoing, at no time (before or after the Closing) shall either Party or its Affiliates disclose the specific development plans for the properties included within the AMI except (i) with the prior written consent of the other Party, (ii) to suppliers and other Persons bound by similar confidentiality provisions as is reasonably necessary to conduct operations within the AMI, (iii) that are required by applicable securities or other Laws or the applicable rules of any stock exchange having jurisdiction over the disclosing Party or its Affiliates, (iv) as is reasonably necessary to Governmental Authorities, (v) to prospective purchasers bound by similar confidentiality

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provisions, (vi) to the disclosing Party’s Affiliates and such Party’s representatives bound by similar confidentiality provisions, (vii) to the disclosing Party’s lenders or financials advisors, or (viii) information which is available to the public on the date hereof or thereafter becomes available to the public other than as a result of a breach of this Section 6.4 by such Party or any such other Person; provided that the disclosing Party shall be responsible for any breach by the parties listed under subsections (ii), (v), (vi) or (vii) above of the confidentiality provisions set forth in this sentence.

Section 6.5            Governmental Reviews.  Seller and Purchaser shall each in a timely manner (a) make all required filings, if any, and prepare applications to and conduct negotiations, with each Governmental Authority as to which such filings, applications or negotiations are necessary or appropriate in the consummation of the transactions contemplated hereby, and (b) provide such information as the other may reasonably request in order to make such filings, prepare such applications and conduct such negotiations.  Each Party shall cooperate with and use all reasonable efforts to assist the other with respect to such filings, applications and negotiations.

Section 6.6            Tax Matters.  The provisions of this Section 6.6 shall apply to all Taxes except to the extent that Production Taxes are dealt with in Section 1.5.

(a)   Effective Time for Tax Purposes.   Notwithstanding any other provision of this Agreement, the Parties shall treat the sale of the Assets hereunder as occurring as of the Closing for all Tax purposes.

(b)   Transfer Taxes.  Seller and Purchaser shall each pay any Transfer Taxes imposed on it by Law as a result of the transactions contemplated by this Agreement, but, notwithstanding such requirement at Law, each of Seller and Purchaser shall bear one-half of the total of all such Transfer Taxes.  Accordingly, if either Party is required at Law to pay more than its one-half of any such Transfer Taxes, the other Party shall promptly reimburse such first Party for amounts in excess of such one-half.  Seller and Purchaser shall timely file their own Transfer Tax returns as required by Law and shall notify the other Party when such filings have been made.  Seller and Purchaser shall cooperate and consult with each other prior to filing such Transfer Tax returns to ensure that all such returns are filed in a consistent manner.

(c)   Preparation of Tax Returns.   With respect to any Tax Return covering a taxable period ending on or before the Closing Date (a “Pre-Closing Taxable Period”) that is required to be filed after the Closing Date with respect to the Assets, Seller shall cause such Tax Return to be prepared (in a manner consistent with practices followed in prior taxable periods except as required by a change in Law or fact) and shall cause such Tax Return to be executed and duly and timely filed with the appropriate Governmental Authority and shall pay all Taxes shown as due on such Tax Return.  With respect to any Tax Return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date (a “Straddle Taxable Period”) that is required to be filed after the Closing Date with respect to the Assets, Purchaser shall cause such Tax Return to be prepared (in a manner consistent with practices followed in prior taxable periods except

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as required by a change in Law or fact) and shall cause such Tax Return to be executed and duly and timely filed with the appropriate Governmental Authority and, subject to Seller’s payment to Purchaser of a portion of such Tax pursuant to Section 6.6(d), shall pay all Taxes shown as due on such Tax Return.

(d)   Liability for Taxes.   Seller shall be responsible for and indemnify Purchaser against, and Seller shall be entitled to all refunds or credits of, any Tax with respect to the Assets that is attributable to a Pre-Closing Taxable Period or to that portion of a Straddle Taxable Period that ends on the Closing Date.  With respect to a Straddle Taxable Period, Purchaser and Seller shall determine the Tax attributable to the portion of the Straddle Taxable Period that ends on the Closing Date by an interim closing of the books with respect to the Assets as of the Closing Date, except for ad valorem Taxes which shall be prorated on a daily basis to the Closing Date, and Seller shall pay to Purchaser an amount equal to the Tax so determined to be attributable to that portion of a Straddle Taxable Period that ends on the Closing Date within five (5) days prior to the due date for the payment of such Tax, to the extent not previously paid by Seller.  Purchaser shall be responsible for and indemnify Seller against, and Purchaser shall be entitled to all refunds and credits of, all Taxes with respect to the Assets that are attributable to that portion of any Straddle Taxable Period beginning after the Closing Date.  Notwithstanding the foregoing, Seller shall be entitled to the general abatement of property taxes issued by Dickenson County in the amount of one hundred thousand dollars (US$100,000) per year for a period of five (5) years.

(e)   Tax Proceedings.  With respect to any Tax for which Seller is responsible, Seller shall have the right, at its sole cost and expense, to control (in the case of a Pre-Closing Taxable Period) or participate in (in the case of a Straddle Taxable Period) the prosecution, settlement or compromise of any proceeding involving such Tax, including the determination of the value of property for purposes of real and personal property ad valorem Taxes.  Purchaser shall take such action in connection with any such proceeding as Seller shall reasonably request from time to time to implement the preceding sentence, including the execution of powers of attorney.  Notwithstanding the foregoing, neither Seller nor Purchaser shall settle any proceeding with respect to any issue that could adversely affect the other Party in a taxable period (or portion thereof) beginning after the Closing Date without such other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed.  Purchaser shall give written notice to Seller of its receipt of any notice of any audit, examination, claim or assessment for any Tax which could result in any such proceeding within twenty (20) days after its receipt of such notice.

(f)    Assistance and Cooperation.  Seller shall grant to Purchaser (or its designees) access at all reasonable times to all of the information, books and records relating to the Assets within the possession of Seller (including workpapers and correspondence with Governmental Authorities), and shall afford Purchaser (or its designees) the right (at Purchaser’s expense) to take extracts therefrom and to make copies thereof, to the extent reasonably necessary to permit Purchaser (or its designees) to prepare Tax Returns and to conduct negotiations with Governmental Authorities.  Purchaser shall grant to Seller (or

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its designees) access at all reasonable times to all of the information, books and records relating to the Assets within the possession of Purchaser (including workpapers and correspondence with Governmental Authorities), and shall afford Seller (or its designees) the right (at Seller’s expense) to take extracts therefrom and to make copies thereof, to the extent reasonably necessary to permit Seller (or its designees) to prepare Tax Returns and to conduct negotiations with Governmental Authorities.  After the Closing Date, Seller and Purchaser will preserve all information, records or documents relating to liabilities for Taxes with respect to the Assets until six (6) months after the expiration of any applicable statute of limitations (including extensions thereof) with respect to the assessment of such Taxes.

Section 6.7            Further Assurances.  After Closing, Seller and Purchaser each agrees to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other Party for carrying out the purposes of this Agreement, or of any document delivered pursuant to this Agreement.

Section 6.8            Assumption of Obligations.  By the consummation of the transactions contemplated by this Agreement at Closing, and without limiting the indemnification obligations of either Party under this Agreement, from and after Closing, Purchaser agrees to assume and pay, perform and discharge all obligations of Seller accruing under the Leases and Contracts with respect to the Assets.

Section 6.9            Like-Kind Exchange.  Seller may elect to structure this transaction as a like-kind exchange pursuant to section 1031 of the Code, and the regulations promulgated thereunder, with respect to any or all of the Assets (a “Like-Kind Exchange”) at any time prior to the date of Closing.  In order to effect a Like-Kind Exchange, Purchaser shall cooperate and do all acts as may be reasonably required or requested by Seller with regard to effecting the Like-Kind Exchange, including, but not limited to, permitting such Seller to assign its rights (but not its obligations) under this Agreement to a qualified intermediary of Seller’s choice in accordance with Treasury Regulation §1.1031(k)-1(g)(4) or executing additional escrow instructions, documents, agreements, or instruments to effect an exchange; provided, however, (a) Purchaser shall incur no expense or liability in connection with such Like-Kind Exchange, (b) Purchaser shall not be required to take title to any asset other than the Assets in connection with the Like-Kind Exchange, (c) Seller’s liability hereunder (including its indemnification obligations under Article 10) shall not be alleviated, amended or altered in any manner as a result of any Like-Kind Exchange, and (d) Purchaser’s possession of the Assets will not be delayed by reason of any Like-Kind Exchange.

Section 6.10         Operation of Assets.  Except as set forth on Schedule 6.10, until the Closing, Seller (a) will operate the Non-PM Assets and its business with respect thereto in the ordinary course, (b) will not, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, commit to any operation, or series of related operations with respect to the Assets, requiring future capital expenditures by Purchaser as the owner of the Assets in excess of those amounts reflected in the capital budget previously provided by Seller to Purchaser, or terminate, materially amend, execute or extend any material Contracts affecting the Assets, (c) will maintain insurance coverage on the Assets in the amounts

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and of the types presently in force, (d) will use its commercially reasonable efforts to maintain in full force and effect all Leases included in the Non-PM Assets, (e) will maintain all material Governmental Permits affecting the Assets, (f) will not transfer, farmout, sell, hypothecate, encumber or otherwise dispose of any Assets, except for (1) sales and dispositions of Hydrocarbon production in the ordinary course of business consistent with past practices or (2) transfers, farmouts, sales, or other similar dispositions of Assets, in one or more transactions, not exceeding Five Hundred Thousand Dollars (US$500,000) of consideration (in any form), in the aggregate, and (g) will not commit to do any of the foregoing. Purchaser’s approval of any action restricted by this Section 6.10 shall be considered granted within ten (10) days (unless a shorter time is reasonably required by the circumstances and such shorter time is specified in Seller’s written notice) of Seller’s written notice to Purchaser requesting such consent unless Purchaser notifies Seller to the contrary in writing during that period. In the event of an emergency, Seller may take such action as a prudent operator would take and shall notify Purchaser of such action promptly thereafter.  Purchaser acknowledges that Seller may own an undivided interest in certain Assets, and Purchaser agrees that the acts or omissions of the other working interest owners who are not affiliated with Seller shall not constitute a violation of the provisions of this Section 6.10 nor shall any action required by a vote of working interest owners constitute such a violation so long as Seller has voted its interest in a manner consistent with the provisions of this Section 6.10.

Section 6.11         Financial Information.  Seller shall use its commercially reasonable efforts to (a) assist Purchaser and Purchaser’s accountants, at the sole cost and expense of Purchaser, in the preparation of either (i) if relief is granted by the SEC, statements of revenues and direct operating expenses and all notes thereto related to the Assets or (ii) if such relief is not granted by the SEC, the financial statements required by the SEC (such financial statements set forth in the foregoing clauses (i) and (ii), as applicable, the “Statements of Revenues and Expenses”) in each case of clauses (i) and (ii), that will be required of Purchaser or any of its Affiliates in connection with reports, registration statements and other filings to be made by Purchaser or any of its Affiliates related to the transactions contemplated by this Agreement with the SEC pursuant to the Securities Act, or the Exchange Act, in such form that such statements and the notes thereto can be audited, and (b) cooperate with Purchaser to provide to Purchaser access to such financial information as is reasonably related to the preparation of the Statements of Revenues and Expenses; provided that in no event shall Seller be obligated to prepare or provide financial information, records or financial statements other than those kept by it in its ordinary course of business.

Section 6.12       No Merger of Interests.

(a)           The interests of Purchaser as lessee and lessor under the New Lease shall at all times be separate and apart and shall in no event be merged, notwithstanding the fact that the leased interest created thereby, or any interest therein, may be held directly or indirectly by or for the account of the same Person who owns the fee mineral title to the Hydrocarbons subject to the New Lease or any portion thereof; and no such merger shall occur by the operation of law or otherwise unless and until all Persons directly holding any of the interests of lessee and lessor thereunder join in the execution of a written instrument effecting such merger of interests.

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(b)           The interests of Seller as lessee and lessor under the EPC Lease shall at all times be separate and apart and shall in no event be merged, notwithstanding the fact that the leased interest created thereby, or any interest therein, may be held directly or indirectly by or for the account of the same Person who owns the fee mineral title to the Hydrocarbons subject to the EPC Lease or any portion thereof; and no such merger shall occur by the operation of law or otherwise unless and until all Persons directly holding any of the interests of lessee and lessor thereunder join in the execution of a written instrument effecting such merger of interests.

(c)           Upon a determination by a court of competent jurisdiction that any of Section 6.12(a) of this Agreement, Section 6.12(b) of this Agreement, or Section 22(B) of the EPC Lease, is invalid, illegal or incapable of being enforced, then (i) all other conditions and provisions of this Agreement, the New Lease, and the EPC Lease shall nevertheless remain in full force and effect, (iii) the Parties shall negotiate in good faith to modify this Agreement, the New Lease and/or the EPC Lease to give effect to the original economic and legal intent of the Parties as closely as possible in an acceptable manner to the end that the intentions of the Parties as described in Sections 6.12(a) and 6.12(b) of this Agreement and Section 22(B) of the EPC Lease are fulfilled to the extent possible, and (iii) if the Parties are unable to agree on such modifications to this Agreement, the New Lease and/or the EPC Lease, and the economic or legal substance of the transactions contemplated by this Agreement, the New Lease, and/or the EPC Lease is affected in any manner materially adverse to either Party, then this Agreement, the New Lease and the EPC Lease shall be interpreted to give effect to the original economic and legal intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement, the New Lease and the EPC Lease are fulfilled to the extent possible.

(d)           It is further agreed that, upon a determination by a court of competent jurisdiction that Section 6.12(b) of this Agreement and/or Section 22(B) of the EPC Lease is invalid, illegal or incapable of being enforced, and that as a result, no interest of the lessee under the EPC Lease was conveyed to Purchaser pursuant to the Conveyance, such occurrence shall not be a breach of Seller’s warranty of title made to Purchaser in such Conveyance.

Section 6.13       Waiver of Condition for Pittston Litigation.

(a)           On or before the date hereof, PMOG shall request that Pittston Coal Company (“Pittston”) assign all of its claims against EPC raised or that could have been raised in the Pittston Litigation (the “Pittston Claims”), and if such assignment is so made, PMOG shall cause the Pittston Litigation to be dismissed with prejudice.

(b)           If Pittston does not assign the Pittston Claims to PMOG as contemplated by Section 6.13(a), then within eight (8) days of the execution hereof, PMOG shall (i) deliver to Pittston a release of all claims by PMOG with respect to or otherwise relating to the Pittston Claims and (ii) request Pittston to release EPC with respect to the Pittston Claims and dismiss the Pittston Litigation with prejudice.

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(c)           Purchaser agrees that if the conditions set forth in Section 7.1(e)(ii) and Section 7.2(e)(ii) are not satisfied prior to Closing and if Seller desires to unconditionally waive the satisfaction of its condition under Section 7.1(e)(ii), then Purchaser shall also unconditionally waive the satisfaction of its condition under Section 7.2(e)(ii).

ARTICLE 7
CONDITIONS TO CLOSING

Section 7.1            Conditions of Seller to Closing.  The obligations of Seller to proceed to consummate the transactions contemplated by this Agreement are subject, at the option of Seller, to the satisfaction on or prior to Closing of each of the following conditions:

(a)   Representations.  The representations and warranties of Purchaser set forth in Article 5 shall be true and correct (disregarding any materiality qualifiers) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct, disregarding any materiality qualifiers, on and as of such specified date), except for such breaches, if any, that in the aggregate would not have a Material Adverse Effect;

(b)   Performance.  Purchaser shall have performed and observed, in all material respects, all covenants and agreements to be performed or observed by it under this Agreement prior to or on the Closing Date and all deliveries contemplated by Section 8.3 shall have been made (or Purchaser shall be ready, willing and able to immediately make such deliveries);

(c)   Gathering System Transaction. The transactions contemplated by that certain Contribution Agreement of even date herewith among Seller, Equitable Gathering Equity, LLC, Purchaser and the Company (the “Contribution Agreement”) shall have closed (or Purchaser shall be ready, willing and able to simultaneously close such transactions with the transaction contemplated hereby);

(d)   No Action.  On the Closing Date, no suit, action, or other proceeding (excluding any such matter initiated by Seller or any of its Affiliates) shall be pending or threatened before any Governmental Authority or body of competent jurisdiction seeking to enjoin or restrain the consummation of the transactions contemplated by this Agreement or recover substantial damages from Seller or any Affiliate of Seller resulting therefrom;

(e)   Litigation.

(i)            Seller and Purchaser shall have come to a mutually agreeable settlement of all ongoing litigation and claims between Seller and Purchaser, or their respective Affiliates 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) (the “Party Lawsuit”), and Seller shall have received a settlement agreement executed

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by Purchaser (on behalf of itself and its Affiliates) in substantially the form attached hereto as Exhibit E; and

(ii)           Pittston and Seller shall have entered into a mutually agreeable settlement of all ongoing litigation and claims between Seller and Pittston, or their respective Affiliates, and Seller shall have received a mutual release executed by Pittston (on behalf of itself and its Affiliates) in form and substance reasonably satisfactory to Seller which shall include, without limitation, a dismissal by Pittston and its Affiliates of all claims relating to Pittston Coal Company v. Equitable Production Company, Henrico County Circuit Court, VA, CA No. CL06-1454 removed to U.S. District Court, E.D. Virginia, CA No. 3:06CV494 (the “Pittston Litigation”); and

(f)    Asserted Title Defects/Casualties.  The sum of all Asserted Title Defect Amounts for Asserted Title Defects properly reported under Section 3.4(a), plus the Damages resulting from any casualty loss occurring on or after the Effective Time to all or any portion of the Assets, shall be less than ten percent (10%) of the unadjusted Purchase Price.

Section 7.2            Conditions of Purchaser to Closing.  The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject, at the option of Purchaser, to the satisfaction on or prior to Closing of each of the following conditions:

(a)   Representations.  The representations and warranties of Seller set forth in Article 4 shall be true and correct (disregarding any materiality qualifiers, including Material Adverse Effect) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct, disregarding any materiality qualifiers, including Material Adverse Effect, on and as of such specified date), except for such breaches, if any, that in the aggregate would not have a Material Adverse Effect;

(b)   Performance.  Seller shall have performed and observed, in all material respects, all covenants and agreements to be performed or observed by it under this Agreement prior to or on the Closing Date and all deliveries contemplated by Section 8.2 shall have been made (or Seller shall be ready, willing and able to immediately make such deliveries);

(c)   Gathering System Transaction. The transactions contemplated by the Contribution Agreement shall have closed (or Seller and its Affiliates shall be ready, willing and able to simultaneously close such transactions with the transactions contemplated hereby);

(d)   No Action.  On the Closing Date, no suit, action, or other proceeding (excluding any such matter initiated by Purchaser or any of its Affiliates) shall be pending or threatened before any Governmental Authority or body of competent

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jurisdiction seeking to enjoin or restrain the consummation of the transactions contemplated by this Agreement or recover substantial damages from Purchaser or any Affiliate of Purchaser resulting therefrom;

(e)   Litigation.

(i)            Seller and Purchaser shall have come to a mutually agreeable settlement of all ongoing litigation and claims between Seller and Purchaser, or their respective Affiliates 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), and Purchaser shall have received a settlement agreement executed by Seller (on behalf of itself and its Affiliates) in substantially the form attached hereto as Exhibit E; and

(ii)           Pittston and Seller shall have entered into a mutually agreeable settlement of all ongoing litigation and claims between Seller and Pittston, or their respective Affiliates, and Seller shall have received a mutual release executed by Pittston (on behalf of itself and its Affiliates) in form and substance reasonably satisfactory to Seller which shall include, without limitation, a dismissal by Pittston and its Affiliates of all claims relating to the Pittston Litigation; and

(f)    Asserted Title Defects/Casualties.  The sum of all Asserted Title Defect Amounts for Asserted Title Defects properly reported under Section 3.4(a), plus the Damages resulting from any casualty loss occurring on or after the date Effective Time to all or any portion of the Assets, shall be less than ten percent (10%) of the unadjusted Purchase Price.

ARTICLE 8
CLOSING

Section 8.1            Time and Place of Closing.  The consummation of the purchase and sale of the Assets as contemplated by this Agreement (the “Closing”) shall, (i) unless otherwise agreed to in writing by Purchaser and Seller or otherwise provided in this Agreement, take place at the offices of Seller located at 225 North Shore Drive, Pittsburgh, Pennsylvania 15212, at 10:00 a.m., local time, on May 4, 2007, (ii) if all conditions in Article 7 to be satisfied prior to Closing have not yet been satisfied or waived, as soon thereafter as such conditions have been satisfied or waived, subject to the provisions of Article 9.  For the avoidance of doubt, each Closing subsequent to the initial Closing pursuant to Section 3.4 or Section 3.5 shall constitute a Closing for purposes of this Agreement and, as such, the conditions to Closing set forth in Section 7.1 and Section 7.2, the actions required at Closing by Section 8.2 and Section 8.3, and the adjustments required by Section 2.2 and Section 8.4 shall apply with respect to each such Closing.  The date on which a Closing occurs is referred to herein as the “Closing Date.”

Section 8.2            Closing Deliveries of Seller.  At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser of

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its obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to Purchaser, among other things, the following:

(a)   Duly executed conveyances of the Combined Assets in substantially the form attached hereto as Exhibit B (the “Conveyance”), in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices;

(b)   A certificate duly executed by an authorized corporate officer of Seller, dated as of the Closing, certifying on behalf of Seller that the conditions set forth in Section 7.1(a) and Section 7.1(b) have been fulfilled;

(c)   A certification of non-foreign status in the form prescribed by U.S. Treasury Regulation § 1.1445-2(b)(2) with respect to Seller;

(d)   The New Lease duly executed by an authorized corporate officer of Seller, dated as of the Closing;

(e)   An operating agreement duly executed by an authorized corporate officer of Seller, dated as of the Closing, in substantially the form attached hereto as Exhibit D (the “Operating Agreement”);

(f)    The settlement agreement specified in Section 7.2(e);

(g)   A termination agreement duly executed by an authorized corporate officer of Seller, dated as of the Closing, in substantially the form attached hereto as Exhibit F (the “Termination Agreement”);

(h)   A guaranty agreement duly executed by an authorized corporate officer of EQT Investments, LLC, dated as of the Closing, in substantially the form attached hereto as Exhibit H; and

(i)    The EPC Lease duly executed by an authorized corporate officer of Seller, dated as of the Closing.

Section 8.3            Closing Deliveries of Purchaser.  At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Seller of its obligations pursuant to Section 8.2, Purchaser shall deliver or cause to be delivered to Seller, among other things, the following:

(a)   A wire transfer of the Closing Payment in same-day funds;

(b)   A certificate duly executed by an authorized corporate officer of Purchaser, dated as of the Closing, certifying on behalf of Purchaser that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been fulfilled;

(c)   The New Lease duly executed by an authorized corporate officer of Purchaser, dated as of the Closing;

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(d)   The Operating Agreement duly executed by an authorized corporate officer of Purchaser, dated as of the Closing;

(e)   The settlement agreement specified in Section 7.1(e);

(f)    The Termination Agreement duly executed by an authorized corporate officer of Purchaser, dated as of the Closing; and

(g)   A guaranty agreement duly executed by an authorized corporate officer of Range Resources Corporation, dated as of the Closing, in substantially the form attached hereto as Exhibit I.

Section 8.4          Closing Payment and Post-Closing Purchase Price Adjustments.

(a)   Not later than five (5) Business Days prior to the Closing Date, Seller shall prepare in good faith and deliver to Purchaser, using and based upon the best information available to Seller, a preliminary settlement statement estimating the Adjusted Purchase Price after giving effect to all Purchase Price adjustments set forth in Section 2.2 (together with all reasonable back-up and support information for such statement) and providing the account information for the account into which the Closing Payment is to be deposited by Purchaser.  Purchaser shall review such preliminary settlement statement and discuss with Seller 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.  The estimate set forth in the preliminary settlement statement mutually agreed to by the Parties in accordance with this Section 8.4(a) shall constitute the dollar amount to be paid by Purchaser to Seller at the Closing (the “Closing Payment”).

(b)   As soon as reasonably practicable after the Closing but not later than the one hundred and twentieth (120th) day following the Closing Date, Seller shall prepare in good faith and deliver to Purchaser a statement setting forth the final calculation of the Adjusted Purchase Price 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 (together with reasonable back-up and support information for such statement).  As soon as reasonably practicable but not later than the thirtieth (30th) day following receipt of Seller’s statement hereunder, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes be made to such statement.  The Parties shall undertake to agree on the final statement of the Adjusted Purchase Price no later than one hundred and eighty (180) days after the Closing Date.  In the event that the Parties cannot reach agreement within such period of time, either Party may refer the remaining matters in dispute to Ernst & Young LLP, or if Ernst & Young LLP is unable or unwilling to perform under this Section 8.4(b), such other nationally-recognized independent accounting firm as may be accepted by Purchaser and Seller, 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

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date hereof, to the extent such rules do not conflict with the terms of this Section 8.4(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 both Parties, without right of appeal.  In determining the proper amount of any adjustment to the Purchase Price, the accounting firm shall not increase the Purchase Price more than the increase proposed by Seller nor decrease the Purchase Price more than the decrease proposed by Purchaser, as applicable.  The accounting firm shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter.  Seller and Purchaser shall each bear its own legal fees and other costs of presenting its case.  Each Party 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 Purchaser’s thirty (30) day review period without delivery of any written report or (ii) the date on which the Parties or the accounting firm, as applicable, finally determine the Adjusted Purchase Price, (x) Purchaser shall pay to Seller the amount by which the Adjusted Purchase Price exceeds the Closing Payment or (y) Seller shall pay to Purchaser the amount by which the Closing Payment exceeds the Adjusted Purchase Price, as applicable.  Any post-Closing payment pursuant to this Section 8.4 shall bear interest from the Closing Date to the date of payment at the Agreed Interest Rate.

ARTICLE 9
TERMINATION AND AMENDMENT

Section 9.1            Termination.  This Agreement may be terminated at any time prior to Closing:  (i) by the mutual prior written consent of Seller and Purchaser; (ii) by either Purchaser or Seller, if the Closing has not occurred on or before sixty (60) days after the date hereof (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 9.1 shall not be available (A) to Seller, if any breach of this Agreement by Seller has been the principal cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date or (B) to Purchaser, if any breach of this Agreement by Purchaser has been the principal cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date; (iii) by Seller, if (A) any of the representations and warranties of Purchaser contained in this Agreement shall not be true and correct in all material respects (provided that any such representation or warranty that is already qualified by a materiality standard or a material adverse effect qualification shall not be further qualified); or (B) Purchaser shall have failed to fulfill in any material respect any of its obligations under this Agreement; and, in the case of each of clauses (A) and (B) of this subsection (iii), Seller shall have given Purchaser written notice of such misrepresentation, breach of warranty or failure, if curable, and such misrepresentation, breach of warranty or failure has not been cured by the Termination Date; or (iv) by Purchaser, if (A) any of the representations and warranties of Seller contained in this Agreement shall not be true and correct in all material respects (provided that any such representation or warranty that is already qualified by a materiality or Material Adverse Effect qualification shall not be further qualified); or (B) Seller shall have failed to fulfill in any material respect any of its obligations under this Agreement, and, in the case of each of clauses (A) and (B) of this subsection (iv), Purchaser shall have given Seller written notice of such misrepresentation, breach of warranty or

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failure, if curable, and such misrepresentation, breach of warranty or failure has not been cured by the Termination Date.

Section 9.2            Effect of Termination.  If this Agreement is terminated pursuant to Section 9.1, this Agreement shall become void and of no further force or effect except for the provisions of Section 4.3, Section 5.5, Section 6.2, Section 6.4 (other than the last sentence thereof), Section 11.8, Section 11.17, Section 11.18 and Section 11.19, which shall continue in full force and effect.  Notwithstanding anything to the contrary in this Agreement, the termination of this Agreement under Section 9.1 shall not relieve any Party from liability for Damages resulting from any willful or negligent breach by such Party of this Agreement in any material respect.

ARTICLE 10
INDEMNIFICATIONS; LIMITATIONS

Section 10.1       Indemnification.

(a)   From and after Closing, Purchaser shall indemnify, defend, and hold harmless the Seller Indemnified Persons from and against all Damages incurred or suffered by any Seller Indemnified Person:

(i)            caused by, arising out of or resulting from the ownership, use or operation of the Assets from and after the Closing,

(ii)           caused by, arising out of or resulting from Purchaser’s breach of any of Purchaser’s covenants or agreements contained in Article 6, or

(iii)          caused by, arising out of or resulting from any breach of any representation or warranty made by Purchaser contained in Article 5 of this Agreement or in the certificate delivered by Purchaser at Closing pursuant to Section 8.3(b),

except to the extent such Damages are caused in whole or in part by the negligence (whether sole, joint, or concurrent), strict liability, or other legal fault of any Indemnified Person, and excepting in each case Damages against which Seller would be required to indemnify Purchaser under Section 10.1(b) at the time the Claim Notice is presented by Purchaser.  The term “Seller Indemnified Persons” as used herein means Seller and its Affiliates and their respective directors, officers, employees, stockholders, members, agents, consultants, advisors and other representatives (including legal counsel, accountants and financial advisors).

(b)   From and after Closing, Seller shall indemnify, defend, and hold harmless the Purchaser Indemnified Persons against and from all Damages incurred or suffered by any Purchaser Indemnified Person:

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(i)            caused by, arising out of or resulting from the ownership, use or operation of the Asset before the Closing,

(ii)           caused by, arising out of or resulting from Seller’s breach of any of Seller’s covenants or agreements contained in Article 6,

(iii)          caused by, arising out of or resulting from any breach of any representation or warranty made by Seller contained in Article 4 of this Agreement or in the certificate delivered by Seller at Closing pursuant to Section 8.2(b),

(iv)          caused by, arising out of or resulting from the claims, suits, proceedings and actions described in Schedule 4.5A hereto; or

(v)           caused by, arising out of or resulting from the Excluded Assets,

except to the extent such Damages are caused in whole or in part by the negligence (whether sole, joint, or concurrent), strict liability, or other legal fault of any Indemnified Person.  Notwithstanding the foregoing, Seller shall not be required under this Section 10.1(b) to indemnify, defend or hold harmless the Purchaser Indemnified Person from Property Costs and Gathering Charges accruing from and after the Effective Time and attributable to the Assets.  The term “Purchaser Indemnified Persons” as used herein means Purchaser and its Affiliates and their respective directors, officers, employees, stockholders, members, agents, consultants, advisors and other representatives (including legal counsel, accountants and financial advisors). Notwithstanding anything to the contrary contained herein, Purchaser’s rights to indemnification shall be limited to the Assets conveyed to Purchaser at the Closing, and shall not extend to any Pre-Effective Time Interests owned by Purchaser prior to the Closing.

(c)   Notwithstanding anything to the contrary contained in this Agreement, from and after Closing, this Section 10.1 contains the Parties’ exclusive remedy against each other with respect to breaches of the representations, warranties, covenants and agreements of the Parties contained in Article 4, Article 5 and Article 6 (excluding Section 6.2, which shall be separately enforceable by the injured Party pursuant to whatever rights and remedies are available to it outside of this Article 10) and the affirmations of such representations, warranties, covenants and agreements contained in the certificate delivered by each Party at Closing pursuant to Section 8.2(b) or Section 8.3(b), as applicable.  Except for (i) the remedies contained in this Section 10.1, (ii) any other remedies available to the Parties at Law or in equity for breaches of provisions of this Agreement other than Article 4, Article 5 and Article 6 (excluding Section 6.2), and (iii) the remedies available at Law or in equity in connection with any other document delivered by a Party in connection with the consummation of the transactions contemplated hereby, from and after Closing, Seller and Purchaser each releases, remises, and forever discharges the other and its Affiliates and all such Persons’ stockholders, officers, directors, employees, agents, advisors and representatives from any and all suits,

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legal or administrative proceedings, claims, demands, damages, losses, costs, liabilities, interest, or causes of action whatsoever, in Law or in equity, known or unknown, which such Parties might now or subsequently may have, based on, relating to or arising out of this Agreement or the consummation of the transactions contemplated hereby, except to the extent caused in whole or in part by the negligence (whether sole, joint, or concurrent), strict liability, or other legal fault of any released Person.

(d)   “Damages” shall mean the amount of any actual liability, loss, cost, expense, claim, award, or judgment incurred or suffered by any Indemnified Person arising out of or resulting from the indemnified matter, whether attributable to personal injury or death, property damage, contract claims, torts or otherwise including reasonable fees and expenses of attorneys, consultants, accountants, or other agents and experts reasonably incident to matters indemnified against, and the costs of investigation and/or monitoring of such matters, and the costs of enforcement of the indemnity; provided, however, that Purchaser and Seller shall not be entitled to indemnification under this Agreement for, and “Damages” shall not include (except to the extent that such Damages are awarded to an unaffiliated third Person ) (i) loss of profits or other consequential damages suffered by the Party claiming indemnification, or any punitive damages or (ii) in the event the Indemnified Person takes any action that exceeds the scope of the operating authority granted to it under the Operating Agreement, any liability, loss, cost, expense, claim, award or judgment to the extent and only to the extent increased by such action.

(e)   The indemnity to which each Party is entitled under this Agreement shall be for the benefit of and extend to the Indemnified Persons affiliated with such Party as described above in this Section 10.1.  Any claim for indemnity under this Agreement by any such Indemnified Person other than a Party must be brought and administered by the applicable Party to this Agreement.  No Indemnified Person other than Seller and Purchaser shall have any rights against either Seller or Purchaser under the terms of this Section 10.1 or otherwise under this Agreement, except as may be exercised on its behalf by Purchaser or Seller, as applicable, pursuant to this Section 10.1(e).  Each of Seller and Purchaser may elect to exercise or not exercise indemnification rights under this Agreement on behalf of the other Indemnified Persons affiliated with it in its sole discretion and shall have no liability to any such other Indemnified Person for any action or inaction under this Agreement.

(f)    For the sole purposes of the indemnities set forth in this Section 10.1, in determining a breach or inaccuracy of any Party’s representations or warranties and in calculating the amount of Damages incurred, arising out of or relating to any such breach or inaccuracy of a representation or warranty, any references to “Material Adverse Effect” or other materiality qualifications (or correlative terms) shall be disregarded.

Section 10.2         Indemnification Actions.  All claims for indemnification under Section 10.1 shall be asserted and resolved as follows:

(a)   For purposes of this Agreement, the term “Indemnifying Person” when used in connection with particular Damages shall mean the Person having an obligation to

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indemnify another Person or Persons with respect to such Damages pursuant to this Agreement, and the term “Indemnified Person” when used in connection with particular Damages shall mean a Person having the right to be indemnified with respect to such Damages pursuant to this Agreement.

(b)   To make claim for indemnification under Section 10.1, an Indemnified Person shall notify the Indemnifying Person of its claim, including the specific details of and specific basis under this Agreement for its claim (the “Claim Notice”).  In the event that the claim for indemnification is based upon a claim by a third Person against the Indemnified Person (a “Claim”), the Indemnified Person shall provide its Claim Notice promptly after the Indemnified Person has actual knowledge of the Claim and shall enclose a copy of all papers (if any) served with respect to the Claim; provided that the failure of any Indemnified Person to give notice of a Claim as provided in this Section 10.2 shall not relieve the Indemnifying Person of its obligations under Section 10.1 except to the extent (and only to the extent of such incremental Damages incurred) such failure results in insufficient time being available to permit the Indemnifying Person to effectively defend against the Claim or otherwise prejudices the Indemnifying Person’s ability to defend against the Claim.  In the event that the claim for indemnification is based upon an inaccuracy or breach of a representation, warranty, covenant, or agreement, the Claim Notice shall specify the representation, warranty, covenant, or agreement that was inaccurate or breached.

(c)   In the case of a claim for indemnification based upon a Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to notify the Indemnified Person whether or not it agrees to indemnify and defend the Indemnified Person against such Claim under this Article 10.  The Indemnified Person is authorized, prior to and during such thirty (30) day period, to file any motion, answer, or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Person and that is not prejudicial to the Indemnifying Person.

(d)   If the Indemnifying Person agrees to indemnify the Indemnified Person, it shall have the right and obligation to diligently defend, at its sole cost and expense, the Claim.  The Indemnifying Person shall have full control of such defense and proceedings, including any compromise or settlement thereof.  If requested by the Indemnifying Person, the Indemnified Person agrees to cooperate in contesting any Claim, which the Indemnifying Person elects to contest (provided, however, that the Indemnified Person shall not be required to bring any counterclaim or cross-complaint against any Person).  The Indemnified Person may participate in, but not control, at its sole cost and expense, any defense or settlement of any Claim controlled by the Indemnifying Person pursuant to this Section 10.2(d).  An Indemnifying Person shall not, without the written consent of the Indemnified Person, such consent not to be unreasonably withheld, conditioned or delayed, settle any Claim or consent to the entry of any judgment with respect thereto that (i) does not result in a final resolution of the Indemnified Person’s liability with respect to the Claim (including, in the case of a settlement, an unconditional written release of the Indemnified Person from all liability in respect of such Claim) or (ii) may materially and

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adversely affect the Indemnified Person (other than as a result of money damages covered by the indemnity).

(e)   If the Indemnifying Person does not agree to indemnify the Indemnified Person within the thirty (30) day period specified in Section 10.2(c), fails to give notice to the Indemnified Party within such thirty (30) day period regarding its election, or if the Indemnifying Party agrees to indemnify, but fails to diligently defend or settle the Claim, then the Indemnified Person shall have the right to defend against the Claim (at the sole cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder), with counsel of the Indemnified Person’s choosing; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

(f)    In the case of a claim for indemnification not based upon a Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to (i) cure the Damages complained of, (ii) agree to indemnify the Indemnified Person for such Damages, or (iii) dispute the claim for such Damages. If such Indemnifying Person does not respond to such Claim Notice within such thirty (30) day period, such Person will be deemed to dispute the claim for Damages.

Section 10.3       Limitation on Actions.

(a)           The representations and warranties of the Parties in Article 4 and Article 5 and the covenants and agreements of the Parties in Article 6, and the corresponding representations and warranties given in the certificates delivered at the Closing pursuant to Section 8.2(b) and Section 8.3(b), as applicable, shall survive the Closing for a period of one (1) year, except that (i) with respect to any taxable period, the representations, warranties, covenants and agreements contained in Section 4.6 and Section 6.6 shall survive the Closing until the applicable statute of limitations closes such taxable period, (ii) the provisions of Section 5.10 shall survive the Closing for a period of five (5) years, (iii) the provisions of Section 1.8 shall survive the Closing for the term of the Operating Agreement, and (iv) the provisions of Section 4.3, Section 5.5, the last sentence in Section 6.4, and Section 6.12 shall survive without time limit.  The remainder of this Agreement shall survive the Closing without time limit except as provided in Section 10.3(b) below.  Representations, warranties, covenants, and agreements shall be of no further force and effect after the date of their expiration (if any), provided that there shall be no termination of any bona fide claim asserted pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to its expiration date.

(b)   The indemnities in Section 10.1(a)(ii), Section 10.1(a)(iii), Section 10.1(b)(ii)  and Section 10.1(b)(iii) shall terminate as of the termination date of each respective representation, warranty, covenant or agreement that is subject to indemnification, except (in each case) as to matters for which a specific written claim for indemnity has been delivered to the Indemnifying Person on or before such termination date.  The

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indemnities in Section 10.1(a)(i)  and Section 10.1(b)(i)  shall terminate on the date which is three (3) years from the Closing Date except (in each case) as to matters for which a specific written claim for indemnity has been delivered to the Indemnifying Person on or before such termination date.

(c)   Except for claims relating to a breach of a Party’s obligations under Section 4.3, Section 4.6, Section 5.5, Section 6.6, no individual claim of an Indemnified Person may be made against any Party for any Damages under Section 10.1(b) or unless such Damages exceed an amount equal to Fifty Thousand Dollars (US$50,000).  Furthermore, except for claims relating to a breach of Seller’s obligations under Section 4.3, Section 4.6, Section 5.5, the last sentence of Section 6.4, Section 6.6, Section 10.1(b)(iv) and Section 10.1(b)(v), Seller shall not have any liability for any indemnification under Section 10.1(b) until and unless the aggregate amount of the liability for all Damages for which Claim Notices are delivered by Purchaser exceeds Two Million Six Hundred Twenty Thousand Dollars (US$2,620,000.00), then only to the extent such Damages exceed Two Million Six Hundred Twenty Thousand Dollars (US$2,620,000.00).  The adjustments to the Purchase Price under Section 2.2, any further adjustments with respect to production, income, proceeds, receipts and credits under Section 11.1, any future adjustments with respect to Property Costs under Section 11.2 and any payments in respect of any of the preceding, as well as any Damages arising out of a breach by a Party of any other provision of this Agreement (excluding the provisions of Article 4, Article 5 and Article 6), shall not be limited by this Section.

(d)   Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall not be required to indemnify Purchaser under this Article 10 (excluding Section 10.1(b)(iv) and Section 10.1(b)(v)) for aggregate Damages in excess of fifteen percent (15%) of the unadjusted Purchase Price.

(e)   The amount of any Damages for which an Indemnified Person is entitled to indemnity under this Article 10 shall be reduced by the amount of insurance proceeds actually realized and received by the Indemnified Person or its Affiliates with respect to such Damages (net of any collection costs, and excluding the proceeds of any insurance policy issued or underwritten by the Indemnified Person or its Affiliates).

ARTICLE 11
MISCELLANEOUS

Section 11.1         Receipts.  Any production of Hydrocarbons from or attributable to the Assets (and all products and proceeds attributable thereto) and any other income, proceeds, receipts and credits attributable to the Assets which are not reflected in the adjustments to the Purchase Price following the final adjustment pursuant to Section 8.4(b) shall be treated as follows:  (a) all production of Hydrocarbons from or attributable to the Assets (and all products and proceeds attributable thereto) and all other income, proceeds, receipts and credits earned with respect to the Assets to which Purchaser is entitled under Section 1.5 shall be the sole property and entitlement of Purchaser, and, to the extent received by Seller, Seller shall fully disclose, account for and remit the same promptly to Purchaser; and (b) all production of

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Hydrocarbons from or attributable to the Assets (and all products and proceeds attributable thereto) and all other income, proceeds, receipts and credits earned with respect to the Assets to which Seller is entitled under Section 1.5 shall be the sole property and entitlement of Seller and, to the extent received by Purchaser, Purchaser shall fully disclose, account for and remit the same promptly to Seller.

Section 11.2         Property Costs and Gathering Charges.  Any Property Costs and Gathering Charges which are not reflected in the adjustments to the Purchase Price following the final adjustment pursuant to Section 8.4(b) shall be treated as follows:  (a) all Property Costs and gathering charges for which Seller is responsible under Section 1.5 shall be the sole obligation of Seller and Seller shall promptly pay, or if paid by Purchaser, promptly reimburse Purchaser for and hold Purchaser harmless from and against same; and (b) all Property Costs and Gathering Charges for which Purchaser is responsible under Section 1.5 shall be the sole obligation of Purchaser and Purchaser shall promptly pay, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same.

Section 11.3         Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement.

Section 11.4         Notices.  All notices that are required or may be given pursuant to this Agreement shall be sufficient in all respects if given in writing and delivered personally, by facsimile or by recognized courier service, as follows:

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Either Party may change its address for notice by notice to the other Party in the manner set forth above.  All notices shall be deemed to have been duly given at the time of receipt by the Party to which such notice is addressed if received during regular business hours on a Business Day or, if not so received, on the next Business Day.

Section 11.5         [Intentionally Omitted].

Section 11.6         Expenses.  All expenses incurred by Seller in connection with or related to the authorization, preparation or execution of this Agreement, and the Exhibits and Schedules hereto and thereto, and all other matters related to the Closing, including all fees and expenses of counsel, accountants and financial advisers employed by Seller, shall be borne solely and entirely by Seller, and all such expenses incurred by Purchaser shall be borne solely and entirely by Purchaser.

Section 11.7         [Intentionally Omitted].

Section 11.8         Governing Law; Jurisdiction; Court Proceedings.  This Agreement and the legal relations between the Parties shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflicts of laws that would direct the application of the laws of another jurisdiction.  Each of the Parties agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby exclusively in the Federal Court for the Western District of Virginia (the “Chosen Court”) and, solely in connection with claims arising under this Agreement or the transactions contemplated hereby, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Court, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Court, and (iii) waives any objection that the Chosen Court is an inconvenient forum or does not have jurisdiction over it.  The foregoing consents to jurisdiction shall not constitute general consents for any purpose except as provided herein and shall not be deemed to confer rights on any Person other than the Parties.

Section 11.9         Records.  Seller shall provide access to Purchaser to such Records as Purchaser shall reasonably request that are in the possession of Seller or its Affiliates, in order for Purchaser to make copies of the same, provided that Seller shall be permitted to retain the originals of all such Records.

Section 11.10       Captions.  The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

Section 11.11       Waivers.  Any failure by any Party to comply with any of its obligations, agreements or conditions herein contained may be waived by the Party to whom such

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compliance is owed by an instrument signed by the Party to whom compliance is owed and expressly identified as a waiver, but not in any other manner.  No waiver of, or consent to a change in, any of the provisions of this Agreement shall be deemed or shall constitute a waiver of, or consent to a change in, other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Section 11.12       Assignment.  No Party shall assign or otherwise transfer all or any part of this Agreement, except to a wholly-owned Affiliate in a transfer whereby this Agreement remains binding upon the transferring Party, nor shall any Party delegate any of its rights or duties hereunder, without the prior written consent of the other Party and any transfer or delegation made without such consent shall be void.  Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

Section 11.13       Entire Agreement.  This Agreement, the Exhibits and Schedules attached hereto and the documents to be executed hereunder or in connection with a condition to Closing, together with the Contribution Agreement, the exhibits and schedules attached thereto and the documents to be executed thereunder or in connection with a condition to the closing thereof (the “Transaction Documents”), shall constitute the entire agreement between the Parties and their Affiliates pertaining to the subject matter of the Transaction Documents, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, among the Parties and their Affiliates regarding such subject matter, including that certain letter of intent, dated as of September 25, 2006, between Range Resources Corporation and Equitable Resources, Inc. (the “Letter of Intent”).  The Parties agree that, effective as of the Execution Date, the Letter of Intent shall be of no further force and effect.

Section 11.14       Amendment.  This Agreement may be amended or modified only by an agreement in writing signed by both Parties and expressly identified as an amendment or modification.

Section 11.15       No Third Person Beneficiaries.  Nothing in this Agreement shall entitle any Person other than Purchaser and Seller to any claim, cause of action, remedy or right of any kind, except the rights expressly provided to the Persons described in Section 10.1(e).

Section 11.16       References.

In this Agreement:

(a)   References to any gender include a reference to all other genders;

(b)   References to the singular include the plural, and vice versa;

(c)   Reference to any Article or Section means an Article or Section of this Agreement;

(d)   Reference to any Exhibit or Schedule means an Exhibit or Schedule to this Agreement, all of which are incorporated into and made a part of this Agreement;

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(e)   Unless expressly provided to the contrary, “hereunder”, “hereof”, “herein” and words of similar import are references to this Agreement as a whole and not any particular Section or other provision of this Agreement; and

(f)    “Include” and “including” shall mean include or including without limiting the generality of the description preceding such term.

Section 11.17       Construction.  Purchaser is a party capable of making such investigation, inspection, review and evaluation of the Assets as a prudent purchaser would deem appropriate under the circumstances, including with respect to all matters relating to the Assets, their value, operation and suitability.  Each of Seller and Purchaser has had the opportunity to exercise business discretion in relation to the negotiation of the details of the transaction contemplated hereby.  This Agreement is the result of arm’s-length negotiations from equal bargaining positions.

Section 11.18       Limitation on Damages.  Notwithstanding anything to the contrary contained herein, none of Purchaser, Seller or any of their respective Affiliates shall be entitled to consequential, special or punitive damages in connection with this Agreement and the transactions contemplated hereby (other than consequential, special or punitive damages suffered by unaffiliated third Persons for which responsibility is allocated to a Party) and each of Purchaser and Seller, for itself and on behalf of its Affiliates, hereby expressly waives any right to consequential, special or punitive damages in connection with this Agreement and the transactions contemplated hereby.

Section 11.19       Attorney’s Fees.  Except as expressly provided in Section 3.4(f) and Section 2.2(b), in connection with any suit, action or other proceeding to enforce any Party’s obligations under this Agreement, the Party prevailing in such suit, action or other proceeding shall be entitled to seek the recovery of all its costs and fees (including attorneys’ fees, experts’ fees, administrative fees, arbitrators’ fees and court costs) incurred in connection with such suit, action or other proceeding.

Section 11.20       EPC Lease.  The Parties acknowledge that the EPC Lease is to be executed at the Closing, provided, however, that, for purposes of defining “Assets”, “Combined Assets”, “Conveyed Lease Interests”, “Leases”, “Non-PM Assets” and “Undeveloped Lease Interests” and using such terms herein, the EPC Lease shall be deemed to have been executed and in effect as of the date hereof.  Further, at the Closing, the EPC Lease shall be deemed to have been executed immediately prior to the Conveyance, so that the Conveyance has the effect of transferring to Purchaser an undivided one-half (½) of Seller’s interest as lessee thereunder.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, this Agreement has been signed by each of the Parties as of  the date first above written.

SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT