exv10w1



 





Exhibit 10.1


Assignment and Assumption Agreement

(Black Warrior Trust)




     This Assignment and Assumption Agreement (“Assignment”) is entered into effective as of July
31, 2007, by Dominion Resources, Inc., a Virginia corporation (“DRI”), and HighMount Exploration &
Production Alabama LLC, a Delaware limited liability company (“HM”).



Recitals 




     Reference is made to the following agreements:




	 	A.	 	Trust Agreement of Dominion Resources Black Warrior Trust among Dominion
Black Warrior Basin, Inc. (“DBWB”), DRI, Mellon Bank (DE) National
Association and Bank of America (successor to NationsBank of Texas, N.A.)
dated May 31, 1994 (as amended, the “Trust Agreement”).
	 
	 	B.	 	Administrative Services Agreement entered into effective as of June 1, 1994,
between DRI and Dominion Resources Black Warrior Trust (as amended, the
“Administrative Services Agreement”).





     As of the date of this Agreement and prior to the execution of this Assignment, HM has
acquired all of the outstanding stock and other equity interests in DBWB, resulting in DBWB
becoming a wholly owned subsidiary of HM.



     Pursuant to this Assignment DRI desires to assign to HM all rights, title, interest,
obligations and benefits of DRI under the Trust Agreement and Administrative Services Agreement
and HM desires to assume all obligations of DRI under the Trust Agreement and Administrative
Services Agreement.



     In consideration of covenants and agreements set forth herein and other good and valuable
consideration, DRI and HM agree as follows:




	 	1.	 	Assignment. DRI assigns and transfers to HM all rights, title,
interest, obligations
and benefits of DRI under the Trust Agreement and Administrative Services
Agreement.
	 
	 	2.	 	Assumption. HM assumes and agrees to pay and perform all obligations of
DRI
under the Administrative Services Agreement and all obligations of DRI under
the Trust Agreement, including without limitation those under Article X.
	 
	 	3.	 	No Warranty. PURSUANT TO THIS ASSIGNMENT DRI DOES NOT MAKE, AND
HEREBY EXPRESSLY DISCLAIMS, ANY EXPRESSED OR IMPLIED REPRESENTATION OR WARRANTY REGARDING THE TRUST AGREEMENT,
THE ADMINISTRATIVE SERVICES AGREEMENT OR THE OBLIGATIONS ASSUMED BY HM PURSUANT TO SECTION 2 ABOVE.
THE PRECEDING SENTENCE SHALL NOT, HOWEVER, LIMIT OR MODIFY THE TERMS, RIGHTS
OR OBLIGATIONS OF DRI, HM OR ANY OF THEIR AFFILIATES UNDER ANY SEPARATE AGREEMENT BETWEEN ANY OF SUCH PARTIES.





 









 






	 	4.	 	Third Party Beneficiary. The Trustee (as such term is defined in the Trust
Agreement) shall be a third party beneficiary of the assumption set forth in
Section 2 above and shall have the right to enforce such assumption without the
joinder of DRI.
	 
	 	5.	 	Miscellaneous. This Assignment shall be governed by and construed in
accordance the laws of the State of Texas, exclusive of its conflicts of laws rules
and principles. This Assignment may be executed in multiple counterparts, all of
which shall constitute but one and the same instrument. This Assignment may not
be amended or modified other than pursuant to a written instrument executed by
DRI and HM; provided, Section 2 above may not be amended or modified
without also obtaining the written consent of the Trustee. Each of DRI and HM
shall have the right to provide a copy or counterpart of this Assignment to the
trustee of the Dominion Resources Black Warrior Trust.





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Executed as of the date first above stated.




	 	 	 	 	 
	 	DOMINION RESOURCES, INC.

 	 
	 	By:  	

/s/ Duane C. Radtke
 	 
	 	Name:  	Duane C. Radtke 	 
	 	Title:  	Executive Vice President 	 
	 
	 	HIGHMOUNT EXPLORATION & PRODUCTION

ALABAMA LLC

 	 
	 	By:  	/s/ Kenneth J. Zinghini 	 
	 	Name:  	Kenneth J. Zinghini  	 
	 	Title:  	Assistant Secretary 	 



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