applicant: company oil sought: pooling of ......applicant has (1) exercised due diligence in...

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V I R G I N I A: BEFORE THE VIRGINIA GAS AND OIL BOARD APPLICANT: RELIEF SOUGHT: Equitable Production Company POOLING OF INTERESTS IN A 58. 77 ACRE SQUARE DRILLING UNIT DESCRIBED IN EXHIBIT A HERETO LOCATED IN THE NORA COAL BED GAS FIELD AND SERVED BY WELL NO. VC-505247 (herein "Subject Drilling Unit" ) PURSUANT TO VA. CODE 55 45. 1-361. 21 AND 45. 1-361. 22, FOR THE PRODUCTION OF OCCLUDED NATURAL GAS PRODUCED FROM COALBEDS AND ROCK STRATA ASSOCIATED THEREWITH (herein "Coalbed Methane Gas" or "Gas") VIRGINIA GAS AND OIL BOARD DOCKET NO. 03/04/15-1145 LEGAL DESCRIPTION: SUBJECT DRILLING UNIT SERVED BY WELL NUMBERED VC-505247 (herein "Well" ) TO BE DRILLED IN THE LOCATION DEPICTED ON EXHIBIT A HERETO, Pittston Company Tract T-625 Caney Ridge QUADRANGLE Kenady MAGZSTERZAL DISTRICT Dickenson COUNTY, VIRGINIA (the "Subject Lands" are more particularly described on Exhibit A, attached hereto and made a part hereof) REPORT OF THE BOARD FINDINGS AND ORDER 1. Hearing Date and Place: This matter came on for hearing before the Virginia Gas and Oil Board (hereafter "Board" ) at 9:00 a. m. on April 15, 2003 Southwest Higher Education Center, Campus of Virginia Highlands Community College, Abingdon, Virginia. 2. Appearances: James E. Kaiser, Esq. , appeared for the Applicant; and Sharon M. B. Pigeon Assistant Attorney General, was present to advise the Board. 3. Jurisdiction and Notice: Pursuant to Va. Code 5545. 1-361. 1 et ~se . , the Board finds that it has jurisdiction over the subject matter. Based upon the evidence presented by Applicant, the Board also finds that the

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Page 1: APPLICANT: Company OIL SOUGHT: POOLING OF ......Applicant has (1) exercised due diligence in conducting a meaningful search of reasonably available sources to determine the identity

V I R G I N I A:

BEFORE THE VIRGINIA GAS AND OIL BOARD

APPLICANT:

RELIEF SOUGHT:

Equitable Production Company

POOLING OF INTERESTS IN A 58.77ACRE SQUARE DRILLING UNIT

DESCRIBED IN EXHIBIT A HERETO

LOCATED IN THE NORA COAL BED GAS

FIELD AND SERVED BY WELL NO.VC-505247 (herein "Subject DrillingUnit" ) PURSUANT TO VA. CODE

55 45.1-361.21 AND 45. 1-361.22,FOR THE PRODUCTION OF OCCLUDED

NATURAL GAS PRODUCED FROM COALBEDS

AND ROCK STRATA ASSOCIATEDTHEREWITH (herein "Coalbed MethaneGas" or "Gas")

VIRGINIA GAS

AND OIL BOARD

DOCKET NO.03/04/15-1145

LEGAL DESCRIPTION:

SUBJECT DRILLING UNIT SERVED BY WELL NUMBERED

VC-505247 (herein "Well" ) TO BE DRILLED INTHE LOCATION DEPICTED ON EXHIBIT A HERETO,

Pittston CompanyTract T-625Caney Ridge QUADRANGLE

Kenady MAGZSTERZAL DISTRICTDickenson COUNTY, VIRGINIA(the "Subject Lands" are moreparticularly described on Exhibit A,attached hereto and made a part hereof)

REPORT OF THE BOARD

FINDINGS AND ORDER

1. Hearing Date and Place: This matter came on for hearing beforethe Virginia Gas and Oil Board (hereafter "Board" ) at 9:00 a.m. onApril 15, 2003 Southwest Higher Education Center, Campus of VirginiaHighlands Community College, Abingdon, Virginia.

2. Appearances: James E. Kaiser, Esq. , appeared for the Applicant;and Sharon M. B. Pigeon Assistant Attorney General, was present to advise theBoard.

3. Jurisdiction and Notice: Pursuant to Va. Code 5545. 1-361.1 et~se . , the Board finds that it has jurisdiction over the subject matter.Based upon the evidence presented by Applicant, the Board also finds that the

Page 2: APPLICANT: Company OIL SOUGHT: POOLING OF ......Applicant has (1) exercised due diligence in conducting a meaningful search of reasonably available sources to determine the identity

Applicant has (1) exercised due diligence in conducting a meaningful searchof reasonably available sources to determine the identity and whereabouts ofeach gas and oil owner, coal owner, or mineral owner and/or potential owner,i.e. , person identified by Applicant as having ("Owner" ) or claiming("Claimant" ) the rights to Coalbed Methane Gas in all Pennsylvania-aged coalsfrom the top of the Raven, including all splits to the top of the green andred shales including, but not limited to Jawbone, Greasy Creek, C-Seam, War

Creek, Beckley, Lower Horsepen, X-Seam, Pocahontas No. 9, 8, 7, 6, 5, 4, 3,2, and any other unnamed coal seams, coalbeds and rock strata associatedtherewith (hereafter "Subject Formations" ) in the Subject Drilling Unitunderlying and comprised of Subject Lands; (2) represented it has givennotice to those parties so identified (hereafter sometimes "person(s)"whether referring to individuals, corporations, partnerships, associations,companies, businesses, trusts, joint ventures or other legal entities)entitled by Va. Code 55 45. 1-361.19 and 45. 1-361.22, to notice of theapplication filed herein; and (3) that the persons set forth in Exhibit B-3hereto have been identified by Applicant as persons who may be Owners orClaimants of Coalbed Methane Gas interests in Subject Formations in theSubject Drilling Unit who have not heretofore agreed to lease or sell to theApplicant and/or voluntarily pool their Gas interests. Conflicting GasOwners/Claimants in Subject Drilling Unit are listed on Exhibit E. Further,the Board has caused notice of this hearing to be published as required byVa. Code 5 45. 1-361.19.B. Whereupon, the Board hereby finds that the noticesgiven herein satisfy all statutory requirements, Board rule requirements andthe minimum standards of state due process.

4. Amendments:

5. Dismissals:

6. Relief Requested: Applicant requests (1) that pursuant to Va.Code 5 45.1-361.22, including the applicable portions of 5 45. 1-361.21, theBoard pool the rights, interests and estates in and to the Gas in the SubjectDrilling Unit, including those of the Applicant and of the known and unknown

persons named in Exhibit B-3 hereto and that of their known and unknown

heirs, executors, administrators, devisees, trustees, assigns and successors,both immediate and remote, for the drilling and operation, includingproduction, of Coalbed Methane Gas produced from the Subject Drilling Unitestablished for the Subject Formations underlying and comprised of theSubject Lands, (hereafter sometimes collectively identified and referred toas "well development and/or operation in the Subject Drilling Unit" ); and,(2) that the Board designate Equitable Production Company as the UnitOperator.

7. Relief Granted: The requested relief in this cause shall be andhereby is granted and: (1) pursuant to Va. Code 5 45.1-361.21.C. 3,Equitable Production Company (hereafter "Unit Operator" or "Operator" ) isdesignated as the Unit Operator authorized to drill and operate the Well inSubject Drilling Unit at the location depicted on the plat attached hereto asExhibit A, subject to the permit provisions contained in Va. Code 5 45. 1-361.27, et ~se . , ; to 55 4 VAC 25-150 et ~se . , Gas and Oil Regulations; to 5 4

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8( 38IPIi 775VAC 25-160 et ~se . , Virginia Gas and Oil Board Regulations and to the NoraCoal Bed Gas Field Rules established by the Oil and Gas Conservation Board'sOrder entered March 26, 1989; all as amended from time to time; and (2) allthe interests and estates in and to the Gas in Subject Drilling Unit,including that of the Applicant, the Unit Operator and of the known andunknown persons listed on Exhibit B-3, attached hereto and made a parthereof, and their known and unknown heirs, executors, administrators,devisees, trustees, assigns and successors, both immediate and remote, be andhereby are pooled in the Subject Formations in the Subject Formation in theSubject Drilling Unit underlying and comprised of the Subject Lands.

Pursuant to the Nora Coal Field Rules promulgated under the authorityof Va. Code 5 45. 1-361.20, the Board has adopted the following method for thecalculation of production and revenue and allocation of allowable costs forthe production of Coalbed Methane Gas.

For Frac Well Gas. — Gas shall be produced from and allocated to onlythe 58.77-acre drilling unit in which the well is located according tothe undivided interests of each Owner/Claimant within the unit, whichundivided interest shall be the ratio (expressed as a percentage) thatthe amount of mineral acreage within each separate tract that is withinthe Subject Drilling Unit, when platted on the surface, bears to thetotal mineral acreage, when platted on the surface, contained withinthe entire 58.77-acre drilling unit in the manner set forth in the NoraField Rules.

8. Election and Election Period: In the event any Owner or Claimantnamed in Exhibit B-3 has not reached a voluntary agreement to share in theoperation of the Well to be located in Subject Drilling Unit, at a rate ofpayment mutually agreed to by said Gas Owner or Claimant and the Applicant orthe Unit Operator, then such person may elect one of the options set forth inParagraph 9 below and must give written notice of his election of the optionselected under Paragraph 9 herein to the designated Unit Operator at theaddress shown below within thirty (30) days from the date of receipt of acopy of this Order. A timely election shall be deemed to have been made if,on or before the last day of said 30-day period, such electing person hasdelivered his written election to the designated Unit Operator at the addressshown below or has duly postmarked and placed his written election in firstclass United States mail, postage prepaid, addressed to the Unit Operator atthe address shown below.

Election Options:

9.1 Option 1 — To Participate In The Development and Operation of theDrilling Unit: Any Gas Owner or Claimant named in Exhibit B-3who has not reached a voluntary agreement with the Applicant orUnit Operator may elect to participate in the Well developmentand operation in the Subject Drilling Unit (hereafter"Participating Operator" ) by agreeing to pay the estimate of suchParticipating Operator's proportionate part of the actual andreasonable costs, including a reasonable supervision fee, of theWell development and operation in the Subject Drilling Unit, as

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more particularly set forth in Virginia Gas and Oil BoardRegulation 4 VAC 25-160-100 (herein "Completed for ProductionCosts" ) . Further, a Participating Operator agrees to pay theestimate of such Participating Operator's proportionate part ofthe Estimated, Completed-for-Production Costs as set forth belowto the Unit Operator within forty-five (45) days from the laterof the date of mailing or the date of recording of this Order.The estimated Completed-for-Production Costs for the SubjectDrilling Unit are as follows:

Completed-for-Production Costs: $222, 039.00

A Participating Operator's proportionate cost hereunder shall bethe result obtained by multiplying the Participating Operator's"Interest within Unit" as set forth herein in the attachedExhibit B-3 times the Estimated Completed-for-Production Costsset forth above. Provided, however, that in the event aParticipating Operator elects to participate and fails or refusesto pay the estimate of his proportionate part of the Estimated,Completed-for-Production Costs as set forth above, all within thetime set forth herein and in the manner prescribed in Paragraph 8of this Order, then such Participating Operator shall be deemedto have elected not to participate and to have electedcompensation in lieu of participation pursuant to Paragraph 9.2herein.

9.2 Option 2 — To Receive A Cash Bonus Consideration: In lieu ofparticipating in the Well development and operation in SubjectDrilling Unit under Paragraph 9.1 above, any Gas Owner orClaimant named in Exhibit B-3 hereto who has not reached avoluntary agreement with the Unit Operator may elect to accept acash bonus consideration of $5.00 per net mineral acre owned bysuch person, commencing upon entry of this Order and continuingannually until commencement of production from Subject DrillingUnit, and thereafter a royalty of 1/8th of 8/8ths [twelve andone-half percent (12.5%)] of the net proceeds received by theUnit Operator for the sale of the Gas produced from any Nelldevelopment and operation covered by this Order multiplied bythat person's Interest Within Unit as set forth in Exhibit B-3[for purposes of this Order, net proceeds shall be actualproceeds received less post-production costs incurred downstreamof the wellhead, including, but not limited to, gathering,compression, treating, transportation and marketing costs,whether performed by Unit Operator or a third person] as fair,reasonable and equitable compensation to be paid to said GasOwner or Claimant. The initial cash bonus shall become due andowing when so elected and shall be tendered, paid or escrowedwithin one hundred twenty (120) days of recording of this Order.Thereafter, annual cash bonuses, if any, shall become due andowing on each anniversary of the date of recording of this orderin the event production from Subject Drilling Unit has not

Page 5: APPLICANT: Company OIL SOUGHT: POOLING OF ......Applicant has (1) exercised due diligence in conducting a meaningful search of reasonably available sources to determine the identity

theretofore commenced, and once due, shall be tendered, paid orescrowed within sixty (60) days of said anniversary date. Oncethe initial cash bonus and the annual cash bonuses, if any, areso paid or escrowed, said payment(s) shall be satisfaction infull for the right, interests, and claims of such electing personin and to the Gas produced from Subject Formation in the SubjectLands, except, however, for the 1/8th royalties due hereunder.

Subject to a final legal determination of ownership, the electionmade under this Paragraph 9.2, when so made, shall besatisfaction in full for the right, interests, and claims of suchelecting person in any well development and operation coveredhereby and such electing person shall be deemed to have andhereby does assign its right, interests, and claims in and to theGas produced from Subject Formation in the Subject Drilling Unitto the Applicant.

9.3. Option 3 — To Share In The Development And Operation As A Non-Participating Person On A Carried Basis And To ReceiveConsideration In Lieu Of Cash: In lieu of participating in theWell development and operation of Subject Drilling Unit underParagraph 9.1 above and in lieu of receiving a cash bonusconsideration under Paragraph 9.2 above, any Gas Owner orClaimant named in Exhibit B-3 who has not reached a voluntaryagreement with the Unit Operator may elect to share in the welldevelopment and operation in Subject Drilling Unit on a carriedbasis (as a "Carried Well Operator" ) so that the proportionatepart of the Completed-for-Production Costs hereby allocable tosuch Carried Well Operator's interest is charged against suchCarried Well Operator's share of production from Subject DrillingUnit. Such Carried Well Operator's rights, interests, and claimsin and to the Gas in Subject Drilling Unit shall be deemed andhereby are assigned to the Unit Operator until the proceeds fromthe sale of such Carried Well Operator's share of production fromSubject Drilling Unit (exclusive of any royalty, excess oroverriding royalty, or other non-operating or non cost-bearingburden reserved in any lease, assignment thereof or agreementrelating thereto covering such interest) equals three hundredpercent (300%) for a leased interest or two hundred percent(200%) for an unleased interest (whichever is applicable) of suchCarried Well Operator's share of the Completed-for-ProductionCosts allocable to the interest of such Carried Well Operator.When the Unit Operator recoups and recovers from such CarriedWell Operator's assigned interest the amounts provided for above,then, the assigned interest of such Carried Well Operator shallautomatically revert back to such Carried Well Operator, and fromand after such reversion, such Carried Well Operator shall betreated as if it had participated initially under Paragraph 9.1above; and thereafter, such participating person shall be chargedwith and shall pay his proportionate part of all further costs ofsuch well development and operation.

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Subject to a final legal determination of ownership, the electionmade under this Paragraph 9.3, when so made, shall besatisfaction in full for the right, interests, and claims of suchelecting person in any Well development and operation coveredhereby and such electing person shall be deemed to have and

hereby does assign his right, interests, and claims in and to theGas produced from Subject Formation in the Subject Drilling Unitto the Applicant for the period of time during which its interestis carried as above provided prior to its reversion back to suchelecting person.

10. Failure to Properly Elect: In the event a person named inExhibit B-3 hereto has not reached a voluntary agreement with theApplicant or Unit Operator and fails to elect within the time, inthe manner, and in accordance with the terms of this Order, one ofthe alternatives set forth in Paragraph 9 above for which hisinterest qualifies, then such person shall be deemed to have electednot to participate in the proposed Well development and operation inSubject Drilling Unit and shall be deemed, subject to any finallegal determination of ownership, to have elected to accept assatisfaction in full for such person's right, interests, and claimsin and to the Gas the consideration provided in Paragraph 9.2 abovefor which its interest qualifies, and shall be deemed to have leasedand/or assigned his right, interests, and claims in and to said Gas

produced from Subject Formation in Subject Drilling Unit to the UnitOperator. Persons who fail to properly elect shall be deemed tohave accepted the compensation and terms set forth herein atParagraph 9.2 in satisfaction in full for the right, interests, andclaims of such person in and to the Gas produced from SubjectFormation underlying Subject Lands.

11. Default By Participating Person: In the event a person named inExhibit B-3 elects to participate under Paragraph 9.1, but fails or refusesto pay, to secure the payment or to make an arrangement with the UnitOperator for the payment of such person's proportionate part of the estimatedCompleted-for-Production costs as set forth herein, all within the time and

in the manner as prescribed in this Order, then such person shall be deemed

to have withdrawn his election to participate and shall be deemed to have

elected to accept as satisfaction in full for such person's right, interests,and claims in and to the Gas the consideration provided in Paragraph 9.2

above for which his interest qualifies depending on the excess burdensattached to such interest. Whereupon, any cash bonus consideration due as aresult of such deemed election shall be tendered, paid or escrowed by UnitOperator within one hundred twenty (120) days after the last day on whichsuch defaulting person under this Order should have paid his proportionatepart of such cost or should have made satisfactory arrangements for thepayment thereof. When such cash bonus consideration is paid or escrowed, itshall be satisfaction in full for the right, interests, and claims of suchperson in and to the Gas underlying Subject Drilling Unit in the SubjectLands covered hereby, except, however, for any 1/8th royalties which would

Page 7: APPLICANT: Company OIL SOUGHT: POOLING OF ......Applicant has (1) exercised due diligence in conducting a meaningful search of reasonably available sources to determine the identity

become due pursuant to Paragraph 9.2 hereof.

12. Assignment of Interest: In the event a person named in ExhibitB-3 is unable to reach a voluntary agreement to share in the Welldevelopment and operation in Subject Drilling Unit at a rate of paymentagreed to mutually by said Gas Owner or Claimant and the Unit Operator, andsaid person elects or fails to elect to do other than participate underParagraph 9.1 above in the Well development and operation in Subject DrillingUnit, then such person shall be deemed to have and shall have assigned untoUnit Operator such person's right, interests, and claims in and to said Well,in Subject Formations in Subject Drilling Unit, and other share in and to Gasproduction to which such person may be entitled by reason of any election ordeemed election hereunder in accordance with the provisions of this Ordergoverning said elections.

13. Unit Operator (or Operator): Equitable Production Company shallbe and hereby is designated as Unit Operator authorized to drill and operatethe Well(s) in Subject Formations in Subject Drilling Unit, all subject tothe permit provisions contained in Va. Code 55 45. 1-361.27 et seq. ; 55 4 VAC

25-150 et ~se . , Gas and Oil Regulations; 55 4 VAC 25-160 et ~se . , VirginiaGas and Oil Board Regulations; Oil and Gas Conservation Board ("OGCB") Orderestablishing the Nora Coal Bed Gas Field Rules entered March 26, 1989; all asamended from time to time, and all elections required by this Order shall becommunicated to Unit Operator in writing at the address shown below:

Equitable Production Company1710 Pennsylvania AvenueCharleston, WV 25363Phone: (304) 357-3522Fax: (304) 343-7311Attention: Melanic Freeman

14. Commencement of Operations: Unit Operator shall commence orcause to commence operations for the drilling of the Well within SubjectDrilling Unit within seven hundred thirty (730) days from the date of thisOrder, and shall prosecute the same with due diligence. If the Unit Operatorhas not so commenced and/or prosecuted, then this order shall terminate,except for any cash sums then payable hereunder; otherwise, unless soonerterminated by Order of the Board, this Order shall expire at 12:00 p. m. onthe date on which the well covered by this Order is permanently abandoned andplugged. However, in the even at an appeal is taken from this Order, thenthe time between the filing of the Petition for Appeal and the Final Order ofthe Circuit Court shall be excluded in calculating the two-year periodreferenced herein.

15. Operator's Lien: Unit Operator, in addition to the other rightsafforded hereunder, shall have a lien and a right of set off on the Gasestates, rights, and interests owned by any person subject hereto who electsto participate under Paragraph 9.1 in the Subject Drilling Unit to the extentthat costs incurred in the drilling or operation on the Subject Drilling Unit

Page 8: APPLICANT: Company OIL SOUGHT: POOLING OF ......Applicant has (1) exercised due diligence in conducting a meaningful search of reasonably available sources to determine the identity

are a charge against such person's interest. Such liens and right of set offshall be separable as to each separate person and shall remain liens untilthe Unit Operator drilling or operating the Well(s) has been paid the fullamounts due under the terms of this Order.

16. Escrow Provisions:

The Applicant represented to the Board that there are not unknownor unlocatable claimants in Subject Drilling Unit whose payments are subjectto the provisions of Paragraph 16.1 hereof; and, the Unit Operator hasrepresented to the Board that there are conflicting claimants in Tract(s) ~2 3and 5 of Subject Drilling Unit whose payments are subject to the provisionsof Paragraph 16.2 hereof. Therefore, by this Order, the Escrow Agent namedherein or any successor named by the Board, is required to establish aninterest-bearing escrow account for Tract(s) 2, 3 and 5 of Subject DrillingUnit (herein "Escrow Account" ), and to receive and account to the Boardpursuant to its agreement for the escrowed funds hereafter described inParagraphs 16.1 and 16.2:

First Union National BankCorporate Trust PA 1328123 South Broad StreetPhiladelphia, PA 19109-1199Telephone: (215) 985-3485 or (888) 396-0853Attention: Don Ballinghoff

16.1. Escrow Provisions For Unknown or Unlocatable Persons: If anypayment of bonus, royalty payment or other payment due and owingunder this Order cannot be made because the person entitledthereto cannot be located or is unknown, then such cash bonus,royalty payment, or other payment shall not be commingled withany funds of the Unit Operator and, pursuant to Va. Code 5 45. 1-361.21.D, said sums shall be deposited by the Unit Operator intothe Escrow Account, commencing within one hundred twenty (120)days of recording of this Order, and continuing thereafter on amonthly basis with each deposit to be made, by use of a reportformat approved by the Inspector, by a date which is no laterthan sixty (60) days after the last day of the month beingreported and/or for which funds are being deposited. Such fundsshall be held for the exclusive use of, and sole benefit of theperson entitled thereto until such funds can be paid to suchperson(s) or until the Escrow Agent relinquishes such funds asrequired by law or pursuant to Order of the Board in accordancewith Va. Code 5 45. 1-361.21.D.

16.2 Escrow Provisions For Conflicting Claimants: If any payment ofbonus, royalty payment, proceeds in excess of ongoing operationalexpenses, or other payment due and owing under this Order cannot bemade because the person entitled thereto cannot be made certain dueto conflicting claims of ownership and/or a defect or cloud on thetitle, then such cash bonus, royalty payment, proceeds in excess ofongoing operational expenses, or other payment, together with

Page 9: APPLICANT: Company OIL SOUGHT: POOLING OF ......Applicant has (1) exercised due diligence in conducting a meaningful search of reasonably available sources to determine the identity

Participating Operator's Proportionate Costs paid to Unit Operatorpursuant to Paragraph 9.1 hereof, if any, (1) shall not becommingled with any funds of the Unit Operator; and (2) shall,pursuant to Va. Code 55 45. 1-361.22.A. 2, 45. 1-361.22. A. 3 and 45. 1-361.22.A. 4, be deposited by the Operator into the Escrow Accountwithin one hundred twenty (120) days of recording of this Order, andcontinuing thereafter on a monthly basis with each deposit to bemade by a date which is no later than sixty (60) days after the lastday of the month being reported and/or for which funds are subjectto deposit. Such funds shall be held for the exclusive use of, andsole benefit of, the person entitled thereto until such funds can bepaid to such person(s) or until the Escrow Agent relinquishes suchfunds as required by law or pursuant to Order of the Board.

17. Special Findings: The Board specifically and specially finds:

17.1. Applicant is Equitable Production Company [entity, state ofincorporation, etc. ]. Applicant is duly authorized and qualified totransact business in the Commonwealth of Virginia;

17.2. Applicant Equitable Production Company has made a delegation ofauthority to Equitable Production Company to explore, develop andmaintain the properties and assets of Applicant, now owned orhereafter acquired, and Equitable Production Company has acceptedthis delegation of authority and agreed to explore, develop andmaintain those properties and assets, and has consented to serve asCoalbed Methane Gas Unit Operator for Subject Drilling Unit and tofaithfully discharge the duties imposed upon it as Unit Operator bystatute and regulations;

17.3. Applicant Equitable Production Company is an operator in theCommonwealth of Virginia, and has satisfied the Board's requirementsfor operations in Virginia;

17.4 Applicant Equitable Production Company claims ownership of gasleases, Coalbed Methane Gas leases, and/or coal leases representing98.52 percent of the oil and gas interest/claims in and to CoalbedMethane Gas and 100.00 percent of the coal interest/claims in and toCoalbed Methane Gas in Subject Drilling Unit; and, Applicant claimsthe right to explore for, develop and produce Coalbed Methane Gasfrom Subject Formations in Subject Drilling Unit inDickenson County, Virginia, which Subject Lands are moreparticularly described in Exhibit A;

17.5. The estimated total production from Subject Drilling Unitis 400 MUG. The estimated amount of reserves from theSubject Drilling Unit is 400 MMCG;

17.6. Set forth in Exhibit B-3, is the name and last knownaddress of each Owner or Claimant identified by the Applicantas having or claiming an interest in the Coalbed Methane Gas inSubject Formation in Subject Drilling Unit underlying and comprisedof Subject Lands, who has not, in writing, leased to the Applicantor the Unit Operator or agreed to voluntarily pool his interests inSubject Drilling Unit for its development. The interests of the

Page 10: APPLICANT: Company OIL SOUGHT: POOLING OF ......Applicant has (1) exercised due diligence in conducting a meaningful search of reasonably available sources to determine the identity

~k 387PIi t82

Respondents listed in Exhibit B-3 comprise 1.48 percent of the oiland gas interests/claims in and to Coalbed Methane Gasand 0.00 percent of the coal interests/claims in and to CoalbedMethane Gas in Subject Drilling Unit;

17.7 Applicant's evidence established that the fair, reasonable andequitable compensation to be paid to any person in lieu of theright to participate in the Wells are those options provided inParagraph 9 above;

17.8 The relief requested and granted is just and reasonable, issupported by substantial evidence and will afford each personlisted and named in Exhibit B-3 hereto the opportunity to recoveror receive, without unnecessary expense, such person's just andfair share of the production from Subject Drilling Unit. Thegranting of the Application and relief requested therein willensure to the extent possible the greatest ultimate recovery ofCoalbed Methane Gas, prevent or assist in preventing the varioustypes of waste prohibited by statute and protect or assist inprotecting the correlative rights of all persons in the subjectcommon sources of supply in the Subject Lands. Therefore, theBoard is entering an Order granting the relief herein set forth.

18. Mailing Of Order And Filing Of Affidavit: Applicant or itsAttorney shall file an affidavit with the Secretary of the Board within sixty(60) days after the date of recording of this Order stating that a true andcorrect copy of said Order was mailed within seven (7) days from the date ofits receipt by Unit Operator to each Respondent named in Exhibit B-3 pooledby this Order and whose address is known.

19. Availability of Unit Records: The Director shall provide allpersons not subject to a lease with reasonable access to all records forSubject Drilling Unit which are submitted by the Unit Operator to saidDirector and/or his Inspector(s).

20. Conclusion: Therefore, the requested relief and all terms andprovisions set forth above be and hereby are granted and IT IS SO ORDERED.

21. Appeals: Appeals of this Order are governed by the provisions ofVa. Code Ann. 5 45. 1-361.9 which provides that any order or decision of theBoard may be appealed to the appropriate circuit court.

22. Effective Date: This Order shall be effective as of the date ofthe Board's approval of this Application, which is set forth at Paragraph 1above.

DONE AND EXECUTED this / X day ofof the Virginia Gas and Oil Board.

by a maj ority

Cliairman, Begy R. Wamp/er

10

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9F 387' )8~DONE AND PERFORMED this 2P day of ~,g 483 by Order of

this Board

B~R. WilsonPrincipal Executive To The StaffVirginia Gas and Oil Board

STATE OF VIRGINIA )

COUNTY OF WISE )

Acknowledged on this /A' '~ day of 7/7~personally before me a notary public in and &~he Commonwealth of Virginia,appeared Benny Wampler, being duly sworn did depose and say that he isChairman of the Virginia Gas and Oil Board, that he executed the same and wasauthorized to do so.

My commission expires: 7/~//yg

Notary Public

STATE OF VIRGINIA )

COUNTY OF WASHINGTON )

Acknowledged on this gf day of ~, 2DD+, personallybefore me a notary public in and for the Coknonwealth of Virginia, appearedB. R. Wilson, being duly sworn did depose and say that he is PrincipalExecutive to the Staff of the Virginia Gas and Oil Board, that he executedthe same and was authorized to do so.

/Cf~~Notary Public

My commission expires: PPg)gQ

11

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N 5'34 W

1 18.70' Q.ar V&1

IS 5$'12' E

/ CBM 127.55'l/ VC—505247

/ L/

/03/

i k,W/

l ~ Lease No. 241644L

/'Norman A. Stanley dc WIfe — surface ck gos

I /' 54.55 AcresI Lease No. 24479ZL / TC-156

Lease No. 241490L /' 7—626 Clinchfield Coal Company /'Thomas Bise ~4 'i Pyxis Resources Company,1002. 17 Acres Oickenson —Russell Coal Company LLC,Clinchfield Coal Company r Alpha Land dr Reserves LLC —coal d'c oilPyxis Resources Company —surface 4 coal ~ Gas 10.52 Ac. 17.90$Dickenson-Russell Coal Company LLC,

Alpha Land 4 Reserves LLC —coalPine Mountain Oil dr Gas, Inc. —oil 4 gasGas 0.45 Ac. 0.77$

Well elevation determined by trigonometric We/t Coordinates: (Clinchfield Coal Co.)leveling from BM MLB 1576 S 23,929.82 W 16,557.44

EXHIBIT

Form DGO —GO-7

COMPANY Eauitable Production Comoanv WELL NAME AND NUMBER I/C-505247TRACT NO. T-825 ELEVATION 2.271.07' QUADRANGLE Canev Ri doeCOUNTY Dickenson DISTRICT Kenadv SCALE 1 = 400 DATE 1-28-2003This Plat is a new plat ~; an updated plot; or a final location plat

Denotes the location of a well on United States topographic Maps, scale t to24,000, latitude and longitude iines being representeu by border lines as show I. ,

Licensed Land SurveyorA

Page 13: APPLICANT: Company OIL SOUGHT: POOLING OF ......Applicant has (1) exercised due diligence in conducting a meaningful search of reasonably available sources to determine the identity

ExHRn3Qjl% /85VC-50S247

TRACT LESSORLEASESTATUS

Gas Estate Onlv

INTERESTWITHIN

UNIT

GROSSACREAGE

IN UNIT

Douglas A. Stidham, single123 Mariana DriveBristol, VA 37620

Unleased 0 148000% 0.0870

Omar Dayton Stidhamand Emma Jean Stidham, HNV

Route 2, Box 112Coeubrn, VA 24230

Velma Morrell

and Albert C. Morrell, W/H

Route 5, Box 560Bristol, VA 37620

Daril Stidham andDebbie Stidham, HNV

Route 5, Box 313Bristol, VA 37620

Garland Stidhamand Barbara E. Stidham, H/W

10107Terrance North

Largo, FL 33543

Allen Stidhamand Teena M. Stidham, H/W

2046 Velencia WayClearwater, FL 33516

David Stidhamand Laura K. Stidham, HNV

PO Box 26452Chariotte, NC 28213

Lorita Whitleyand Thomas R. Whitley, W/H

1620 Braund AvenueClearwater, FL 33516

Unleased

Unleased

Unleased

Unleased

Unieased

Unleased

Unleased

0.148000%

0 148000'/0

0.148000 /0

0.148000%

0.148000%

0.148000%

0.148000%

0.0870

0.0870

0.0870

0.0870

0.0870

0.0870

0.0870

Dennis Paul Stidham, singleBox 1245Hildebran, NC 28637

Unleased 0 074000% 0.0435

Suzy Stidham Hall, single2127 Grier View LaneCharlotte, NC 28213

Harold Stidhamand Edith J. Stidham, H/W

10633 Monroe StreetTaylor MI 48180

Unleased

Unleased

0 074000%

0.148000%

0.0435

0.0870

Page1 of2

Page 14: APPLICANT: Company OIL SOUGHT: POOLING OF ......Applicant has (1) exercised due diligence in conducting a meaningful search of reasonably available sources to determine the identity

vc-42u 7 Pb 7 8 6

TRACT LESSORor if deeds are recorded

LEASESTATUS

INTERESTWITHIN

UNIT

GROSSACREAGE

IN UNIT

5 David Stidhamand Laura K. Stidham, H/W

PO Box 26452Charlotte, NC 28213

Bruce StidhamCoebum, VA 24230

Unleased

Unleased

.222000%

.518000%

.1305

.3045

TOTAL UNLEASED OWNERS 1.4800004/o 0.8700

Page 2 of 2

Page 15: APPLICANT: Company OIL SOUGHT: POOLING OF ......Applicant has (1) exercised due diligence in conducting a meaningful search of reasonably available sources to determine the identity

EXHIBI'lR" 3 8 ) I f )8 )VC-505247

TRACT LESSORLEASESTATUS

INTEREST GROSSWITHIN ACREAGE

UNIT IN UNIT

2 Elizabeth Ann CoxGas Estate and Berkeley Cox, W/H

146 Fem StreetHartford, CT 06105

Leased-EPC241574.01

0 410000% 0.2400

Emily P. BakerCanterbury Court ¹5583750 Peachtreet Road NEAtlanta, GA 30319

Mrs. Pauline B. Legard,c/o Edwin F. Legard, Jr.64 Canoe Hill RoadNew Canaan, CT 06840

Leased-EPC241574.01

Leased-EPC241 574.01

P 41PPPP%

0.410000%

0.2400

0.2400

2 Pittston CompanyCoal Estate c/o Pine Mountain Oil & Gas, Inc.

Attn: Richard Brillhart

PO Box 5100Lebanon, VA 24226

Leased-EPC244792.01TC-156

1.230000% 0.7200

3 Norman A. StanleyGas Estate and Laquita Joy Stanley, H/W

4184 Lee Hwy

Bristol, VA 24201

Leased-E PC

241644.0117 900000% 10.5200

3 Pittston CompanyCoal Estate c/o Pine Mountain Oil & Gas, Inc.

Attn: Richard Brillhart

PO Box 5100Lebanon, VA 24226

Leased-EPC244792.01TC-156

17.900000% 10.5200

5 Douglas A. Stidham, singleGas Estate 123 Marlene Drive

Bristol, VA 37620

Omar Dayton Stidhamand Emma Jean Stidham, H/W

Route 2, Box 112Coeubrn, VA 24230

Velma Morrell

and Albert C. Morreil, W/H

Route 5, Box 560Bristol, VA 37620

Daril Stidham andDebbie Stidham, H/W

Route 5, Box 313Bristol, VA 37620

Garland Stidhamand Barbara E. Stidham, H/W

10107Terrance North

Largo, FL 33543

Allen Stidhamand Teena M. Stidham, H/W

2046 Velencia WayClearwater, FL 33516

Unleased

Unleased

Unleased

Unleased

Unleased

Unleased

Page 1 of 2

0.148000%

0.148000%

0.148000%

0 148000%

0.148000%

0.148000%

0.0870

0.0870

0.0870

0.0870

0.0870

0.0870

Page 16: APPLICANT: Company OIL SOUGHT: POOLING OF ......Applicant has (1) exercised due diligence in conducting a meaningful search of reasonably available sources to determine the identity

EXHIIT "E"vc-d@Q87PI 188

TRACT LESSOR

David Stidhamand Laura K. Stidham, H/W

PO Box 26452Charlotte, NC 28213

LEASESTATUS

Unieased

INTERESTWITHIN

UNIT

0.148000 ift

GROSSACREAGE

IN UNIT

0.0870

Lorita Whitleyand Thomas RL Whitley, W/H

1620 Braund AvenueClearwater, FL 33516

Unleased 0.148000% 0.0870

Dennis Paul Stidham, singleBox 1245Hildebran, NC 28637

Suzy Stidham Hall, single2127 Grier View LaneCharlotte, NC 28213

Harold Stidhamand Edith J. Stidham, H/W

10633 Monroe StreetTaylor Ml 48180

or if deeds are recorded

Unleased

Unlea sad

Unlea sad

0.074000%

P P74POP%

0.148000%

0.0435

0.0435

0.0870

5 David Stidhamand Laura K. Stidham, H/W

PO Box 26452Charlotte, NC 28213

Unleased .222000% .1305

Bruce StidhamCoeburn, VA 24230

Unleased .518000% .3045

5 Coastal Coal Co. , LLC

Coal Estate Attn: Mr. Jess JusticePO Box 1578Coebum VA 24230-1578

Leased-EPC904576D-42

1.480000% 0.8700

VIRGINIA: IN THE OFFICE OF THE CLERK OF THE CIRCUIT COURT OF DICKENSON COUNTY, P4u 8&,20~ This deed was this dayIs IIpresented in said office, and upon the certificate of acknowledgment thereto annexed, admitted to record at l I ~ l to o'clock +M, after payment of$ tax imposed by Sec. 58.1-802.

TESTE:JEHyTATg, CLERK

Das'anait st msatmssatstaWstmst& MAIS 8Y: ~1'~ D. CLERK

Page 2 of 2