Exhibit
        10.1

       

    

    Base
      Contract for Sale and Purchase of Natural Gas

     

    This
      Base
      Contract is entered into as of the following date: The parties to this Base
      Contract are the following:

     

    
      	ATMOS
              ENERGY MARKETING,
              LLC	
              and

            	KENTUCKY
              USA ENERGY,
              INC.
	13430
              Northwest Freeway, Suite 700 Houston, Texas
              77040-6091PO Box 3008, 22 Sandlebrook, London, KY
              40744 
	Duns
              Number: 	83-570-5831 
	 	Duns
              Number:	  

	Contract
              Number:	  
	 	Contract
              Number: 	   

	U.S.
              Federal Tax ID Number: 	75-2879833	  	 	U.S.
              Federal Tax ID Number: 	 	  
	 	 	 	 	 	 	 	 	 
	Notices:
	13430
              Northwest Freeway, Suite 700, Houston, Texas
              77040-6091 Same
              as above
	Attn:	Contract
              Administration	 	Attn: 	Steve
              Eversole
	Phone:	(713)
              688-7771	
              Fax: 

            	(713)
              688-1625	 	Phone:	606-877-8533 	
              Fax:

            	  

	 	 	 	 	 	 	 	 	 
	Confirmations:
	13430
              Northwest Freeway, Suite 700, Houston, Texas
              77040-6091 Same
              as above 
	Attn: 	Contract
              Administration	 	Attn:
              	  

	Phone:	(713)
              688-7771	
              Fax:

            	(713)
              688-1625	 	Phone:	   
	
              Fax:


            	  

	 	 	 	 	 	 	 	 	 
	Invoices and
              Payments:
	13430
              Northwest Freeway, Suite 700, Houston, Texas
              77040-6091 Same
              as above 
	Attn: 	Gas
              Accounting 	 	Attn:	  

	Phone: 	(713)
              688-7771	
              Fax: 

            	(713)
              688-8162	 	Phone: 	 	
              Fax:


            	  

	 	 	 	 	 	 	 	 	 
	Wire Transfer
              or ACH
              Numbers (if applicable):
	BANK:	    
	 	BANK:	  

	ABA: 	  
	 	ABA:	   

	ACCT: 	    
	 	ACCT:	  

	Other
              Details: 	  
	 	Other
              Details: 	   

	 	 	 	 	 	 	 	 	 


    

      

    This
      Base
      Contract incorporates by reference for all purposes the General Terms and
      Conditions for Sale and Purchase of Natural Gas published by the North American
      Energy Standards Board. The parties hereby agree to the following provisions
      offered in said General Terms and Conditions. In the event the parties fail
      to
      check a box, the specified default provision shall apply. Select
      only one box from each section:

     

    
      	
              Section
                1.2

              Transaction
                Procedure

            	
              ■ Oral
                (default)

              མ Written

            	
              Section
                7.2

              Payment
                Date

            	
              ■ 25th Day
                of Month following Month of delivery (default)

              མ _____
                Day of Month following Month of delivery

            
	
              Section
                2.5

              Confirm
                Deadline

            	
              ■ 2
                Business Days after receipt (default)

              མ _____
                Business Days after receipt

            	
              Section
                7.2

              Method
                of Payment

            	
              ■ Wire
                transfer (default)

              མ Automated
                Clearinghouse Credit (ACH)

              མ Check

            
	
              Section
                2.6

              Confirming
                Party

            	
              ■ Seller
                (default)

              མ Buyer

              མ       

            	
              Section
                7.7

              Netting

            	
              ■ Netting
                applies (default)

              མ Netting
                does not apply

            
	
              Section
                3.2 

              Performance
                Obligation

            	
              ■ Cover
                Standard (default)

              མ Spot
                Price Standard

            	
              Section
                10.3.1

              Early
                Termination Damages

            	
              ■ Early
                Termination Damages Apply
                (default)

              མ Early
                Termination Damages Do
                Not Apply

            
	
              Note:
                The following Spot Price Publication applies to both of the immediately
                preceding.

            	
              Section
                10.3.2

              Other
                Agreement Setoffs

            	
              ■ Other
                Agreement Setoffs Apply (default)

              མ Other
                Agreement Setoffs Do Not Apply

            
	
              Section
                2.26

              Spot
                Price

              Publication

            	
              ■ Gas
                Daily Midpoint (default)

              མ     

            	
              Section
                14.5

              Choice
                Of Law

            	
               

                          
                Texas  

            
	
              Section
                6

              Taxes

            	
              ■ Buyer
                Pays At and After Delivery Point (default)

              མ Seller
                Pays Before and At Delivery Point

            	
              Section
                14.10

              Confidentiality

            	
              ■ Confidentiality
                applies (default)

              མ Confidentiality
                does not apply

            
	
              ■
                Special Provisions Number
                of sheets attached: 3

              མ
                Addendum(s):___________________________________________________________________________________________

            


    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Base Contract in
      duplicate.

     

    
      
        	
                ATMOS
                  ENERGY MARKETING, LLC

              	
                (Party
                  “A”)

              	 	
                KENTUCKY
                  USA ENERGY, INC. 

              	
                (Party
                  “B”)

              
	 	 	 
	
                Party
                  Name

              	 	
                
                  Party
                    Name

                

              
	 	 	 	 	 
	
                By
                  

              	
                 

              	 	
                By
                  

              	
                  
                  

              
	
                Name:
                  

              	 	 	Name:
	  

	Title:	  
	 	Title:	  



      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        Exhibit
          10.1

         

      

    

    General
      Terms and Conditions

    Base
      Contract for Sale and Purchase of Natural Gas

     

    PURPOSE
      AND PROCEDURES

     

    These
      General Terms and Conditions are intended to facilitate purchase and sale
      transactions of Gas on a Firm or Interruptible basis. "Buyer" refers to the
      party receiving Gas and "Seller" refers to the party delivering Gas.
The
      entire agreement between the parties shall be the Contract as defined in Section
      2.7.

    
      	
              The
                parties have selected either the “Oral Transaction Procedure” or the
                “Written Transaction Procedure” as indicated on the Base
                Contract.

            
	
              Oral
                Transaction Procedure:

            
	
              The
                parties will use the following Transaction Confirmation procedure.
                Any Gas
                purchase and sale transaction may be effectuated in an EDI transmission
                or
                telephone conversation with the offer and acceptance constituting
                the
                agreement of the parties. The parties shall be legally bound from
                the time
                they so agree to transaction terms and may each rely thereon. Any
                such
                transaction shall be considered a “writing” and to have been “signed”.
                Notwithstanding the foregoing sentence, the parties agree that Confirming
                Party shall, and the other party may, confirm a telephonic transaction
                by
                sending the other party a Transaction Confirmation by facsimile,
                EDI or
                mutually agreeable electronic means within three Business Days of
                a
                transaction covered by this Section 1.2 (Oral Transaction Procedure)
                provided that the failure to send a Transaction Confirmation shall
                not
                invalidate the oral agreement of the parties. Confirming Party adopts
                its
                confirming letterhead, or the like, as its signature on any Transaction
                Confirmation as the identification and authentication of Confirming
                Party.
                If
                the Transaction Confirmation contains any provisions other than those
                relating to the commercial terms of the transaction (i.e., price,
                quantity, performance obligation, delivery point, period of delivery
                and/or transportation conditions), which modify or supplement the
                Base
                Contract or General Terms and Conditions of this Contract (e.g.,
                arbitration or additional representations and warranties), such provisions
                shall not be deemed to be accepted pursuant to Section 1.3 but must
                be
                expressly agreed to by both parties; provided that the foregoing
                shall not
                invalidate any transaction agreed to by the parties.

            
	
              Written
                Transaction Procedure:

            
	
              1.2. The
                parties will use the following Transaction Confirmation procedure.
                Should
                the parties come to an agreement regarding a Gas purchase and sale
                transaction for a particular Delivery Period, the Confirming Party
                shall,
                and the other party may, record that agreement on a Transaction
                Confirmation and communicate such Transaction Confirmation by facsimile,
                EDI or mutually agreeable electronic means, to the other party by
                the
                close of the Business Day following the date of agreement. The parties
                acknowledge that their agreement will not be binding until the exchange
                of
                nonconflicting Transaction Confirmations or the passage of the Confirm
                Deadline without objection from the receiving party, as provided
                in
                Section 1.3.

            


    

     

    If
      a
      sending party's Transaction Confirmation is materially different from the
      receiving party's understanding of the agreement referred to in Section 1.2,
      such receiving party shall notify the sending party via facsimile, EDI or
      mutually agreeable electronic means by the Confirm Deadline, unless such
      receiving party has previously sent a Transaction Confirmation to the sending
      party. The failure of the receiving party to so notify the sending party in
      writing by the Confirm Deadline constitutes the receiving party's agreement
      to
      the terms of the transaction described in the sending party's Transaction
      Confirmation. If there are any material differences between timely sent
      Transaction Confirmations governing the same transaction, then neither
      Transaction Confirmation shall be binding until or unless such differences
      are
      resolved including the use of any evidence that clearly resolves the differences
      in the Transaction Confirmations. In the event of a conflict among the terms
      of
      (i) a binding Transaction Confirmation pursuant to Section 1.2, (ii) the
      oral agreement of the parties which may be evidenced by a recorded conversation,
      where the parties have selected the Oral Transaction Procedure of the Base
      Contract, (iii) the Base Contract, and (iv) these General Terms and
      Conditions, the terms of the documents shall govern in the priority listed
      in
      this sentence.

     

    The
      parties agree that each party may electronically record all telephone
      conversations with respect to this Contract between their respective employees,
      without any special or further notice to the other party. Each party shall
      obtain any necessary consent of its agents and employees to such recording.
      Where
      the
      parties have selected the Oral Transaction Procedure in Section 1.2 of the
      Base
      Contract,
      the
      parties agree not to contest the validity or enforceability of telephonic
      recordings entered into in accordance with the requirements of this Base
      Contract. However, nothing herein shall be construed as a waiver of any
      objection to the admissibility of such evidence.

     

    DEFINITIONS

     

    The
      terms
      set forth below shall have the meaning ascribed to them below. Other terms
      are
      also defined elsewhere in the Contract and shall have the meanings ascribed
      to
      them herein.

     

    “Alternative
      Damages” shall mean such damages, expressed in dollars or dollars per MMBtu, as
      the parties shall agree upon in the Transaction Confirmation, in the event
      either Seller or Buyer fails to perform a Firm obligation to deliver Gas in
      the
      case of Seller or to receive Gas in the case of Buyer.

     

    "Base
      Contract" shall mean a contract executed by the parties that incorporates these
      General Terms and Conditions by reference; that specifies the agreed selections
      of provisions contained herein; and that sets forth other information required
      herein and any Special Provisions and addendum(s) as identified on page
      one.

     

    "British
      thermal unit" or "Btu" shall mean the International BTU, which is also called
      the Btu (IT).

     

    "Business
      Day" shall mean any day except Saturday, Sunday or Federal Reserve Bank
      holidays.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        Exhibit
          10.1

      

       

    

    "Confirm
      Deadline" shall mean 5:00 p.m. in the receiving party's time zone on the second
      Business Day following the Day a Transaction Confirmation is received or, if
      applicable, on the Business Day agreed to by the parties in the Base Contract;
      provided, if the Transaction Confirmation is time stamped after 5:00 p.m. in
      the
      receiving party's time zone, it shall be deemed received at the opening of
      the
      next Business Day.

     

    "Confirming
      Party" shall mean the party designated in the Base Contract to prepare and
      forward Transaction Confirmations to the other party.

     

    "Contract"
      shall mean the legally-binding relationship established by (i) the Base
      Contract, (ii) any and all binding Transaction Confirmations and (iii) where
      the
      parties have selected the Oral Transaction Procedure in Section 1.2 of the
      Base
      Contract, any and all transactions that the parties have entered into through
      an
      EDI transmission or by telephone, but that have not been confirmed in a binding
      Transaction Confirmation.

     

    "Contract
      Price" shall mean the amount expressed in U.S. Dollars per MMBtu to be paid
      by
      Buyer to Seller for the purchase of Gas as agreed to by the parties in a
      transaction.

     

    "Contract
      Quantity" shall mean the quantity of Gas to be delivered and taken as agreed
      to
      by the parties in a transaction.

     

    "Cover
      Standard", as referred to in Section 3.2, shall mean that if there is an
      unexcused failure to take or deliver any quantity of Gas pursuant to this
      Contract, then the performing party shall use commercially reasonable efforts
      to
      (i) if Buyer is the performing party, obtain Gas, (or an alternate fuel if
      elected by Buyer and replacement Gas is not available), or (ii) if Seller is
      the
      performing party, sell Gas, in either case, at a price reasonable for the
      delivery or production area, as applicable, consistent with: the amount of
      notice provided by the nonperforming party; the immediacy of the Buyer's Gas
      consumption needs or Seller's Gas sales requirements, as applicable; the
      quantities involved; and the anticipated length of failure by the nonperforming
      party.

     

    "Credit
      Support Obligation(s)” shall mean any obligation(s) to provide or establish
      credit support for, or on behalf of, a party to this Contract such as an
      irrevocable standby letter of credit, a margin agreement, a prepayment, a
      security interest in an asset, a performance bond, guaranty, or other good
      and
      sufficient security of a continuing nature.

     

    "Day"
      shall mean a period of 24 consecutive hours, coextensive with a "day" as defined
      by the Receiving Transporter in a particular transaction.

     

    "Delivery
      Period" shall be the period during which deliveries are to be made as agreed
      to
      by the parties in a transaction.

     

    "Delivery
      Point(s)" shall mean such point(s) as are agreed to by the parties in a
      transaction.

     

    "EDI"
      shall mean an electronic data interchange pursuant to an agreement entered
      into
      by the parties, specifically relating to the communication of Transaction
      Confirmations under this Contract.

     

    "EFP"
      shall mean the purchase, sale or exchange of natural Gas as the "physical"
      side
      of an exchange for physical transaction involving gas futures contracts. EFP
      shall incorporate the meaning and remedies of "Firm", provided that a party’s
      excuse for nonperformance of its obligations to deliver or receive Gas will
      be
      governed by the rules of the relevant futures exchange regulated under the
      Commodity Exchange Act.

     

    "Firm"
      shall mean that either party may interrupt its performance without liability
      only to the extent that such performance is prevented for reasons of Force
      Majeure; provided, however, that during Force Majeure interruptions, the party
      invoking Force Majeure may be responsible for any Imbalance Charges as set
      forth
      in Section 4.3 related to its interruption after the nomination is made to
      the
      Transporter and until the change in deliveries and/or receipts is confirmed
      by
      the Transporter.

     

    "Gas"
      shall mean any mixture of hydrocarbons and noncombustible gases in a gaseous
      state consisting primarily of methane.

     

    "Imbalance
      Charges" shall mean any fees, penalties, costs or charges (in cash or in kind)
      assessed by a Transporter for failure to satisfy the Transporter's balance
      and/or nomination requirements.

     

    "Interruptible"
      shall mean that either party may interrupt its performance at any time for
      any
      reason, whether or not caused by an event of Force Majeure, with no liability,
      except such interrupting party may be responsible for any Imbalance Charges
      as
      set forth in Section 4.3 related to its interruption after the nomination is
      made to the Transporter and until the change in deliveries and/or receipts
      is
      confirmed by Transporter.

     

    "MMBtu"
      shall mean one million British thermal units, which is equivalent to one
      dekatherm.

     

    "Month"
      shall mean the period beginning on the first Day of the calendar month and
      ending immediately prior to the commencement of the first Day of the next
      calendar month.

     

    "Payment
      Date" shall mean a date, as indicated on the Base Contract, on or before which
      payment is due Seller for Gas received by Buyer in the previous
      Month.

     

    "Receiving
      Transporter" shall mean the Transporter receiving Gas at a Delivery Point,
      or
      absent such receiving Transporter, the Transporter delivering Gas at a Delivery
      Point.

     

    "Scheduled
      Gas" shall mean the quantity of Gas confirmed by Transporter(s) for movement,
      transportation or management.

     

    "Spot
      Price " as referred to in Section 3.2 shall mean the price listed in the
      publication indicated on the Base Contract, under the listing applicable to
      the
      geographic location closest in proximity to the Delivery Point(s) for the
      relevant Day; provided, if there is no single price published for such location
      for such Day, but there is published a range of prices, then the Spot Price
      shall be the average of such high and low prices. If no price or range of prices
      is published for such Day, then the Spot Price shall be the average of the
      following: (i) the price (determined as stated above) for the first Day for
      which a price or range of prices is published that next precedes the relevant
      Day; and (ii) the price (determined as stated above) for the first Day for
      which a price or range of prices is published that next follows the relevant
      Day.

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        
          Exhibit
            10.1

        

         

      

    

    "Transaction
      Confirmation" shall mean a document, similar to the form of Exhibit A, setting
      forth the terms of a transaction formed pursuant to Section 1 for a particular
      Delivery Period.

     

    “Termination
      Option” shall mean the option of either party to terminate a transaction in the
      event that the other party fails to perform a Firm obligation to deliver Gas
      in
      the case of Seller or to receive Gas in the case of Buyer for a designated
      number of days during a period as specified on the applicable Transaction
      Confirmation.

     

    "Transporter(s)"
      shall
      mean all Gas gathering or pipeline companies, or local distribution companies,
      acting in the capacity of a transporter, transporting Gas for Seller or Buyer
      upstream or downstream, respectively, of the Delivery Point pursuant to a
      particular transaction.

     

    PERFORMANCE
      OBLIGATION

     

    Seller
      agrees to sell and deliver, and Buyer agrees to receive and purchase, the
      Contract Quantity for a particular transaction in accordance with the terms
      of
      the Contract. Sales and purchases will be on a Firm or Interruptible basis,
      as
agreed
      to
      by the parties in a transaction.

    
      	
              The
                parties have selected either the “Cover Standard” or the “Spot Price
                Standard” as indicated on the Base Contract.

            
	
              Cover
                Standard:

            
	
              The
                sole and exclusive remedy of the parties in the event of a breach
                of a
                Firm obligation to deliver or receive Gas shall be recovery of the
                following: (i) in the event of a breach by Seller on any Day(s),
                payment
                by Seller to Buyer in an amount equal to the positive difference,
                if any,
                between the purchase price paid by Buyer utilizing the Cover Standard
                and
                the Contract Price, adjusted for commercially reasonable differences
                in
                transportation costs to or from the Delivery Point(s), multiplied
                by the
                difference between the Contract Quantity and the quantity actually
                delivered by Seller for such Day(s); or (ii) in the event of a breach
                by
                Buyer on any Day(s), payment by Buyer to Seller in the amount equal
                to the
                positive difference, if any, between the Contract Price and the price
                received by Seller utilizing the Cover Standard for the resale of
                such
                Gas, adjusted for commercially reasonable differences in transportation
                costs to or from the Delivery Point(s), multiplied by the difference
                between the Contract Quantity and the quantity actually taken by
                Buyer for
                such Day(s); or (iii) in the event that Buyer has used commercially
                reasonable efforts to replace the Gas or Seller has used commercially
                reasonable efforts to sell the Gas to a third party, and no such
                replacement or sale is available, then the sole and exclusive remedy
                of
                the performing party shall be any unfavorable difference between
                the
                Contract Price and the Spot Price, adjusted for such transportation
                to the
                applicable Delivery Point, multiplied by the difference between the
                Contract Quantity and the quantity actually delivered by Seller and
                received by Buyer for such Day(s).
                Imbalance Charges shall not be recovered under this Section 3.2,
                but
                Seller and/or Buyer shall be responsible for Imbalance Charges, if
                any, as
                provided in Section 4.3.
                The amount of such unfavorable difference shall be payable five Business
                Days after presentation of the performing party’s invoice, which shall set
                forth the basis upon which such amount was calculated.

            
	
              Spot
                Price Standard:

            
	
              3.2. The
                sole and exclusive remedy of the parties in the event of a breach
                of a
                Firm obligation to deliver or receive Gas shall be recovery of the
                following: (i) in the event of a breach by Seller on any Day(s),
                payment
                by Seller to Buyer in an amount equal to the difference between the
                Contract Quantity and the actual quantity delivered by Seller and
                received
                by Buyer for such Day(s), multiplied by the positive difference,
                if any,
                obtained by subtracting the Contract Price from the Spot Price; or
                (ii) in
                the event of a breach by Buyer on any Day(s), payment by Buyer to
                Seller
                in an amount equal to the difference between the Contract Quantity
                and the
                actual quantity delivered by Seller and received by Buyer for such
                Day(s),
                multiplied by the positive difference, if any, obtained by subtracting
                the
                applicable Spot Price from the Contract Price. Imbalance Charges
                shall not
                be recovered under this Section 3.2, but Seller and/or Buyer shall
                be
                responsible for Imbalance Charges, if any, as provided in Section
                4.3. The
                amount of such unfavorable difference shall be payable five Business
                Days
                after presentation of the performing party’s invoice, which shall set
                forth the basis upon which such amount was
                calculated.

            


    

     

    Notwithstanding
      Section 3.2, the parties may agree to Alternative Damages in a Transaction
      Confirmation executed in writing by both parties.

     

    In
      addition to Sections 3.2 and 3.3, the parties may provide for a Termination
      Option in a Transaction Confirmation executed in writing by both parties. The
      Transaction Confirmation containing the Termination Option will designate the
      length of nonperformance triggering the Termination Option and the procedures
      for exercise thereof, how damages for nonperformance will be compensated, and
      how liquidation costs will be calculated.

     

    TRANSPORTATION,
      NOMINATIONS, AND IMBALANCES

     

    Seller
      shall have the sole responsibility for transporting the Gas to the Delivery
      Point(s). Buyer shall have the sole responsibility for transporting the Gas
      from
      the Delivery Point(s).

     

    The
      parties shall coordinate their nomination activities, giving sufficient time
      to
      meet the deadlines of the affected Transporter(s). Each party shall give the
      other party timely prior Notice, sufficient to meet the requirements of all
      Transporter(s) involved in the transaction, of the quantities of Gas to be
      delivered and purchased each Day. Should either party become aware that actual
      deliveries at the Delivery Point(s) are greater or lesser than the Scheduled
      Gas, such party shall promptly notify the other party.

     

    The
      parties shall use commercially reasonable efforts to avoid imposition of any
      Imbalance Charges. If Buyer or Seller receives an invoice from a Transporter
      that includes Imbalance Charges, the parties shall determine the validity as
      well as the cause of such Imbalance Charges. If
      the
      Imbalance Charges were incurred as a result of Buyer’s receipt of quantities of
      Gas greater than or less than the Scheduled Gas, then Buyer shall pay for such
      Imbalance Charges or reimburse Seller for such Imbalance Charges paid by Seller.
      If the Imbalance Charges were incurred as a result of Seller’s delivery of
      quantities of Gas greater than or less than the Scheduled Gas, then Seller
      shall
      pay for such Imbalance Charges or reimburse Buyer for such Imbalance Charges
      paid by Buyer.

     

    QUALITY
      AND MEASUREMENT

     

    All
      Gas
      delivered by Seller shall meet the pressure, quality and heat content
      requirements of the Receiving Transporter. The unit of quantity measurement
      for
      purposes of this Contract shall be one MMBtu dry. Measurement of Gas quantities
      hereunder shall be in accordance with the established procedures of the
      Receiving Transporter.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Exhibit
        10.1

       

    

    TAXES

    
      	
              The
                parties have selected either “Buyer Pays At and After Delivery Point” or
                “Seller Pays Before and At Delivery Point” as indicated on the Base
                Contract.

            
	
              Buyer
                Pays At and After Delivery Point:

            
	
              Seller
                shall pay or cause to be paid all taxes, fees, levies, penalties,
                licenses
                or charges imposed by any government authority (“Taxes”) on or with
                respect to the Gas prior to the Delivery Point(s). Buyer shall pay
                or
                cause to be paid all Taxes on or with respect to the Gas at the Delivery
                Point(s) and all Taxes after the Delivery Point(s). If a party is
                required
                to remit or pay Taxes that are the other party’s responsibility hereunder,
                the party responsible for such Taxes shall promptly reimburse the
                other
                party for such Taxes. Any party entitled to an exemption from any
                such
                Taxes or charges shall furnish the other party any necessary documentation
                thereof.

            
	
              Seller
                Pays Before and At Delivery Point:

            
	
              Seller
                shall pay or cause to be paid all taxes, fees, levies, penalties,
                licenses
                or charges imposed by any government authority (“Taxes”) on or with
                respect to the Gas prior to the Delivery Point(s) and all Taxes at
                the
                Delivery Point(s). Buyer shall pay or cause to be paid all Taxes
                on or
                with respect to the Gas after the Delivery Point(s). If a party is
                required to remit or pay Taxes that are the other party’s responsibility
                hereunder, the party responsible for such Taxes shall promptly reimburse
                the other party for such Taxes. Any party entitled to an exemption
                from
                any such Taxes or charges shall furnish the other party any necessary
                documentation thereof.

            


    

     

    BILLING,
      PAYMENT, AND AUDIT

     

    Seller
      shall invoice Buyer for Gas delivered and received in the preceding Month and
      for any other applicable charges, providing supporting documentation acceptable
      in industry practice to support the amount charged. If the actual quantity
      delivered is not known by the billing date, billing will be prepared based
      on
      the quantity of Scheduled Gas. The invoiced quantity will then be adjusted
      to
      the actual quantity on the following Month's billing or as soon thereafter
      as
      actual delivery information is available.

     

    Buyer
      shall remit the amount due under Section 7.1 in the manner specified in the
      Base
      Contract, in immediately available funds, on or before the later of the Payment
      Date or 10 Days after receipt of the invoice by Buyer; provided that if the
      Payment Date is not a Business Day, payment is due on the next Business Day
      following that date. In
      the
      event any payments are due Buyer hereunder, payment to Buyer shall be made
      in
      accordance with this Section 7.2.

     

    In
      the
      event payments become due pursuant to Sections 3.2 or 3.3, the performing party
      may submit an invoice to the nonperforming party for an accelerated payment
      setting forth the basis upon which the invoiced amount was calculated. Payment
      from the nonperforming party will be due five Business Days after receipt of
      invoice.

     

    If
      the
      invoiced party, in good faith, disputes the amount of any such invoice or any
      part thereof, such invoiced party will pay such amount as it concedes to be
      correct; provided, however, if the invoiced party disputes the amount due,
      it
      must provide supporting documentation acceptable in industry practice to support
      the amount paid or disputed. In the event the parties are unable to resolve
      such
      dispute, either party may pursue any remedy available at law or in equity to
      enforce its rights pursuant to this Section.

     

    If
      the
      invoiced party fails to remit the full amount payable when due, interest on
      the
      unpaid portion shall accrue from the date due until the date of payment at
      a
      rate equal to the lower of (i) the then-effective prime rate of interest
      published under "Money Rates" by The Wall Street Journal, plus two percent
      per
      annum; or (ii) the maximum applicable lawful interest rate.

     

    A
      party
      shall have the right, at its own expense, upon reasonable Notice and at
      reasonable times, to examine and audit and to obtain copies of the relevant
      portion of the books, records, and telephone recordings of the other party
      only
      to the extent reasonably necessary to verify the accuracy of any statement,
      charge, payment, or computation made under the Contract. This right to examine,
      audit, and to obtain copies shall not be available with respect to proprietary
      information not directly relevant to transactions under this Contract. All
      invoices and billings shall be conclusively presumed final and accurate and
      all
      associated claims for under- or overpayments shall be deemed waived unless
      such
      invoices or billings are objected to in writing, with adequate explanation
      and/or documentation, within two years after the Month of Gas delivery. All
      retroactive adjustments under Section 7 shall be paid in full by the party
      owing
      payment within 30 Days of Notice and substantiation of such
      inaccuracy.

     

    Unless
      the parties have elected on the Base Contract not to make this Section 7.7
      applicable to this Contract, the
      parties shall net all undisputed amounts due and owing, and/or past due, arising
      under the Contract such that the party owing the greater amount shall make
      a
      single payment of the net amount to the other party in accordance with Section
      7; provided that no payment required to be made pursuant to the terms of any
      Credit Support Obligation or pursuant to Section 7.3 shall be subject to netting
      under this Section. If the parties have executed a separate netting agreement,
      the terms and conditions therein shall prevail to the extent inconsistent
      herewith.

     

    TITLE,
      WARRANTY, AND INDEMNITY

     

    Unless
      otherwise
      specifically agreed, title to the Gas shall pass from Seller to Buyer at the
      Delivery Point(s). Seller shall have responsibility for and assume any liability
      with respect to the Gas prior to its delivery to Buyer at the specified Delivery
      Point(s). Buyer shall have responsibility for and any liability with respect
      to
      said Gas after its delivery to Buyer at the Delivery Point(s).

     

    Seller
      warrants that it will have the right to convey and will transfer good and
      merchantable title to all Gas sold hereunder and delivered by it to Buyer,
      free
      and clear of all liens, encumbrances, and claims.
      EXCEPT
      AS PROVIDED IN THIS SECTION 8.2 AND IN SECTION 14.8, ALL OTHER WARRANTIES,
      EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS
      FOR
      ANY PARTICULAR PURPOSE, ARE DISCLAIMED.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        Exhibit
          10.1

      

       

    

    Seller
      agrees to indemnify Buyer and save it harmless from all losses, liabilities
      or
      claims including reasonable attorneys' fees and costs of court ("Claims"),
      from
      any and all persons, arising from or out of claims of title, personal injury
      or
      property damage from said Gas or other charges thereon which attach before
      title
      passes to Buyer. Buyer agrees
      to
      indemnify Seller and save it harmless from all Claims, from any and all persons,
      arising from or out of claims regarding payment, personal injury or property
      damage from said Gas or other charges thereon which attach after title passes
      to
      Buyer.

     

    Notwithstanding
      the other provisions of this Section 8, as between Seller and Buyer, Seller
      will
      be liable for all Claims to the extent that such arise from the failure of
      Gas
      delivered by Seller to meet the quality requirements of Section 5.

     

    NOTICES

     

    All
      Transaction
      Confirmations, invoices, payments and other communications made pursuant to
      the
      Base Contract ("Notices") shall be made to the addresses specified in writing
      by
      the respective parties from time to time.

     

    All
      Notices required hereunder may be sent by facsimile or mutually acceptable
      electronic means, a nationally recognized overnight courier service, first
      class
      mail or hand delivered.

     

    Notice
      shall be given when received on a Business Day by the addressee. In the absence
      of proof of the actual receipt date, the following presumptions will apply.
      Notices sent by facsimile shall be deemed to have been received upon the sending
      party's receipt of its facsimile machine's confirmation of successful
      transmission. If the day on which such facsimile is received is not a Business
      Day or is after five p.m. on a Business Day, then such facsimile shall be deemed
      to have been received on the next following Business Day. Notice by overnight
      mail or courier shall be deemed to have been received on the next Business
      Day
      after it was sent or such earlier time as is confirmed by the receiving party.
      Notice via first class mail shall be considered delivered five Business Days
      after
      mailing.

     

    FINANCIAL
      RESPONSIBILITY

     

    If
      either
      party (“X”) has reasonable
      grounds for insecurity regarding the performance of any obligation under this
      Contract (whether or not then due) by the other party (“Y”) (including, without
      limitation, the occurrence of a material change in the creditworthiness of
      Y), X
      may demand Adequate Assurance of Performance. “Adequate Assurance of
      Performance” shall mean sufficient security in the form, amount and for the term
      reasonably acceptable to X, including, but not limited to, a standby irrevocable
      letter of credit, a prepayment, a security interest in an asset or a performance
      bond or guaranty (including the issuer of any such security). 

     

    In
      the
      event (each an "Event of Default") either party (the "Defaulting Party") or
      its
      guarantor shall: (i)
      make an
      assignment or any general arrangement for the benefit of creditors;
      (ii)
      file a
      petition or otherwise commence, authorize, or acquiesce in the commencement
      of a
      proceeding or case under any bankruptcy or similar law for the protection of
      creditors or have such petition filed or proceeding commenced against it;
      (iii)
      otherwise become bankrupt or insolvent (however evidenced); (iv)
      be
      unable to pay its debts as they fall due; (v)
      have a
      receiver, provisional liquidator, conservator, custodian, trustee or other
      similar official appointed with respect to it or substantially all of its
      assets; (vi)
      fail to
      perform any obligation to the other party with respect to any Credit Support
      Obligations relating to the Contract; (vii)
      fail to
      give Adequate Assurance of Performance under Section 10.1 within 48 hours but
      at
      least one Business Day of a written request by the other party; or (viii)
      not
      have paid any amount due the other party hereunder on or before the second
      Business Day following written Notice
      that
      such
      payment is due; then the other party (the "Non-Defaulting Party") shall have
      the
      right, at its sole election, to immediately withhold and/or suspend deliveries
      or payments upon Notice and/or to terminate and liquidate the transactions
      under
      the Contract, in the manner provided in Section 10.3, in addition to any and
      all
      other remedies available hereunder.

     

    If
      an
      Event of Default has occurred and is continuing, the Non-Defaulting Party shall
      have the right, by Notice
      to
      the
      Defaulting Party, to designate a Day, no earlier than the Day such Notice
      is
      given
      and no later than 20 Days after such Notice is given, as an early termination
      date (the “Early Termination Date”) for the liquidation and termination pursuant
      to Section 10.3.1 of all transactions under the Contract, each a “Terminated
      Transaction”. On the Early Termination Date, all transactions will terminate,
      other than those transactions, if any, that may not be liquidated and terminated
      under applicable law or that are, in the reasonable opinion of the
      Non-Defaulting Party, commercially impracticable to liquidate and terminate
      (“Excluded Transactions”), which Excluded Transactions must be liquidated and
      terminated as soon thereafter as is reasonably practicable, and upon termination
      shall be a Terminated Transaction and be valued consistent with Section 10.3.1
      below.
      With
      respect to each Excluded Transaction, its actual termination date shall be
      the
      Early Termination Date for purposes of Section 10.3.1.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
      10.1

     

    
      	
              The
                parties have selected either “Early Termination Damages Apply” or “Early
                Termination Damages Do Not Apply” as indicated on the Base
                Contract.

            
	
              Early
                Termination Damages Apply:

            
	
              As
                of the Early Termination Date, the Non-Defaulting Party shall determine,
                in good faith and in a commercially reasonable manner, (i) the amount
                owed
                (whether or not then due) by each party with respect to all Gas delivered
                and received between the parties under Terminated Transactions and
                Excluded Transactions on and before the Early Termination Date and
                all
                other applicable charges relating to such deliveries and receipts
                (including without limitation any amounts owed under Section 3.2),
                for
                which payment has not yet been made by the party that owes such payment
                under this Contract and (ii) the Market Value, as defined below,
                of each
                Terminated Transaction. The Non-Defaulting Party shall (x) liquidate
                and
                accelerate each Terminated Transaction at its Market Value, so that
                each
                amount equal to the difference between such Market Value and the
                Contract
                Value, as defined below, of such Terminated Transaction(s) shall
                be due to
                the Buyer under the Terminated Transaction(s) if such Market Value
                exceeds
                the Contract Value and to the Seller if the opposite is the case;
                and (y)
                where appropriate, discount each amount then due under clause (x)
                above to
                present value in a commercially reasonable manner as of the Early
                Termination Date (to take account of the period between the date
                of
                liquidation and the date on which such amount would have otherwise
                been
                due pursuant to the relevant Terminated Transactions).

               

              For
                purposes of this Section 10.3.1, “Contract Value” means the amount of Gas
                remaining to be delivered or purchased under a transaction multiplied
                by
                the Contract Price, and “Market Value” means the amount of Gas remaining
                to be delivered or purchased under a transaction multiplied by the
                market
                price for a similar transaction at the Delivery Point determined
                by the
                Non-Defaulting Party in a commercially reasonable manner. To ascertain
                the
                Market Value, the Non-Defaulting Party may consider, among other
                valuations, any or all of the settlement prices of NYMEX Gas futures
                contracts, quotations from leading dealers in energy swap contracts
                or
                physical gas trading markets, similar sales or purchases and any
                other
                bona fide third-party offers, all adjusted for the length of the
                term and
                differences in transportation costs. A party shall not be required
                to
                enter into a replacement transaction(s) in order to determine the
                Market
                Value. Any extension(s) of the term of a transaction to which parties
                are
                not bound as of the Early Termination Date (including but not limited
                to
                “evergreen provisions”) shall not be considered in determining Contract
                Values and Market Values. For the avoidance of doubt, any option
                pursuant
                to which one party has the right to extend the term of a transaction
                shall
                be considered in determining Contract Values and Market Values. The
                rate
                of interest used in calculating net present value shall be determined
                by
                the Non-Defaulting Party in a commercially reasonable
                manner.

            
	
              Early
                Termination Damages Do Not Apply:

            
	
              10.3.1. As
                of the Early Termination Date, the Non-Defaulting Party shall determine,
                in good faith and in a commercially reasonable manner, the amount
                owed
                (whether or not then due) by each party with respect to all Gas delivered
                and received between the parties under Terminated Transactions and
                Excluded Transactions on and before the Early Termination Date and
                all
                other applicable charges relating to such deliveries and receipts
                (including without limitation any amounts owed under Section 3.2),
                for
                which payment has not yet been made by the party that owes such payment
                under this Contract.

            
	
              The
                parties have selected either “Other Agreement Setoffs Apply” or “Other
                Agreement Setoffs Do Not Apply” as indicated on the Base
                Contract.

            
	
              Other
                Agreement Setoffs Apply:

            
	
              The
                Non-Defaulting Party shall net or aggregate, as appropriate, any
                and all
                amounts owing between the parties under Section 10.3.1, so that all
                such
                amounts are netted or aggregated to a single liquidated amount payable
                by
                one party to the other (the “Net Settlement Amount”). At its sole option
                and without prior Notice to the Defaulting Party, the Non-Defaulting
                Party
                may setoff (i) any Net Settlement Amount owed to the Non-Defaulting
                Party
                against any margin or other collateral held by it in connection with
                any
                Credit Support Obligation relating to the Contract; or (ii) any Net
                Settlement Amount payable to the Defaulting Party against any amount(s)
                payable by the Defaulting Party to the Non-Defaulting Party under
                any
                other agreement or arrangement between the parties.

            
	
              Other
                Agreement Setoffs Do Not Apply:

            
	
              10.3.2. The
                Non-Defaulting Party shall net or aggregate, as appropriate, any
                and all
                amounts owing between the parties under Section 10.3.1, so that all
                such
                amounts are netted or aggregated to a single liquidated amount payable
                by
                one party to the other (the “Net Settlement Amount”). At its sole option
                and without prior Notice to the Defaulting Party, the Non-Defaulting
                Party
                may setoff any Net Settlement Amount owed to the Non-Defaulting Party
                against any margin or other collateral held by it in connection with
                any
                Credit Support Obligation relating to the
                Contract.

            


    

     

    If
      any
      obligation that is to be included in any netting, aggregation or setoff pursuant
      to Section 10.3.2 is unascertained, the Non-Defaulting Party may in good faith
      estimate that obligation and net, aggregate or setoff, as applicable, in respect
      of the estimate, subject to the Non-Defaulting Party accounting to the
      Defaulting Party when the obligation is ascertained. Any amount not then due
      which is included in any netting, aggregation or setoff pursuant to Section
      10.3.2 shall be discounted to net present value in a commercially reasonable
      manner determined by the Non-Defaulting Party.

     

    As
      soon
      as practicable after a liquidation, Notice shall be given by the Non-Defaulting
      Party to the Defaulting Party of the Net Settlement Amount, and whether the
      Net
      Settlement Amount is due to or due from the Non-Defaulting Party. The Notice
      shall include a written statement explaining in reasonable detail the
      calculation of such amount, provided that failure to give such Notice shall
      not
      affect the validity or enforceability of the liquidation or give rise to any
      claim by the Defaulting Party against the Non-Defaulting Party. The Net
      Settlement Amount shall be paid by the close of business on the second Business
      Day following such Notice, which date shall not be earlier than the Early
      Termination Date. Interest
      on any unpaid portion of the Net Settlement Amount shall accrue from the date
      due until the date of payment at a rate equal to the lower of (i) the
      then-effective prime rate of interest published under "Money Rates" by The
      Wall
      Street Journal, plus two percent per annum; or (ii) the maximum applicable
      lawful interest rate.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        Exhibit
          10.1

         

      

    

    The
      parties agree that the transactions hereunder constitute a "forward contract"
      within the meaning of the United States Bankruptcy Code and that Buyer and
      Seller are each "forward contract merchants" within the meaning of the United
      States Bankruptcy Code.

     

    The
      Non-Defaulting Party's remedies under this Section 10 are the sole and exclusive
      remedies of the Non-Defaulting Party with respect to the occurrence of any
      Early
      Termination Date. Each party reserves to itself all other rights, setoffs,
      counterclaims and other defenses that it is or may be entitled to arising from
      the Contract.

     

    With
      respect to this Section 10, if the parties have executed a separate netting
      agreement with close-out netting provisions, the terms and conditions therein
      shall prevail to the extent inconsistent herewith.

     

    FORCE
      MAJEURE

     

    Except
      with regard to a party's obligation to make payment(s) due under Section 7,
      Section 10.4, and Imbalance Charges under Section 4, neither party shall be
      liable to the other for failure to perform a Firm obligation, to the extent
      such
      failure was caused by Force Majeure. The term "Force Majeure" as employed herein
      means any cause not reasonably within the control of the party claiming
      suspension, as further defined in Section 11.2.

     

    Force
      Majeure
      shall include, but not be limited to, the following: (i) physical events
      such as acts of God, landslides, lightning, earthquakes, fires, storms or storm
      warnings, such as hurricanes, which result in evacuation of the affected area,
      floods, washouts, explosions, breakage or accident or necessity of repairs
      to
      machinery or equipment or lines of pipe; (ii) weather related events
      affecting an entire geographic region, such as low temperatures which cause
      freezing or failure of wells or lines of pipe; (iii) interruption and/or
      curtailment of Firm transportation and/or storage by Transporters;
      (iv) acts of others such as strikes, lockouts or other industrial
      disturbances, riots, sabotage, insurrections or wars; and (v) governmental
      actions such as necessity for compliance with any court order, law, statute,
      ordinance, regulation, or policy having the effect of law promulgated by a
      governmental authority having jurisdiction. Seller and Buyer shall make
      reasonable efforts to avoid the adverse impacts of a Force Majeure and to
      resolve the event or occurrence once it has occurred in order to resume
      performance.

     

    Neither
      party shall be entitled to the benefit of the provisions of Force Majeure to
      the
      extent performance is affected by any or all of the following circumstances:
      (i) the curtailment of interruptible or secondary Firm transportation
      unless primary, in-path, Firm transportation is also curtailed; (ii) the party
      claiming excuse failed to remedy the condition and to resume the performance
      of
      such covenants or obligations with reasonable dispatch; or (iii) economic
      hardship,
      to
      include, without limitation, Seller’s ability to sell Gas at a higher or more
      advantageous price than the Contract Price, Buyer’s ability to purchase Gas at a
      lower or more advantageous price than the Contract Price, or a regulatory agency
      disallowing, in whole or in part, the pass through of costs resulting from
      this
      Agreement; (iv) the loss of Buyer’s market(s) or Buyer’s inability to use or
      resell Gas purchased hereunder, except, in either case, as provided in Section
      11.2; or (v) the loss or failure of Seller’s gas supply or depletion of
      reserves, except, in either case, as provided in Section 11.2.
      The
      party claiming Force Majeure shall not be excused from its responsibility for
      Imbalance Charges.

     

    Notwithstanding
      anything to the contrary herein, the parties agree that the settlement of
      strikes, lockouts or other industrial disturbances shall be within the sole
      discretion of the party experiencing such disturbance.

     

    The
      party
      whose performance is prevented by Force Majeure must provide Notice to the
      other
      party. Initial Notice may be given
      orally;
      however, written Notice with reasonably full particulars of the event or
      occurrence is required as soon as reasonably possible. Upon providing written
      Notice of Force Majeure to the other party, the affected party will be relieved
      of its obligation, from the onset of the Force Majeure event, to make or accept
      delivery of Gas, as applicable, to the extent and for the duration of Force
      Majeure, and neither party shall be deemed to have failed in such obligations
      to
      the other during such occurrence or event.

     

    Notwithstanding
      Sections 11.2 and 11.3, the parties may agree to alternative Force Majeure
      provisions in a Transaction Confirmation executed in writing by both
      parties.

     

    TERM

     

    This
      Contract may be terminated on 30 Day’s written Notice, but shall remain in
      effect until the expiration of the latest Delivery Period of any transaction(s).
      The rights of either party pursuant to Section 7.6 and Section 10, the
      obligations to make payment hereunder, and the obligation of either party to
      indemnify the other, pursuant hereto shall survive the termination of the Base
      Contract or any transaction.

     

    LIMITATIONS

     

    FOR
      BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS
      PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND
      EXCLUSIVE REMEDY. A PARTY’S LIABILITY HEREUNDER SHALL BE LIMITED AS SET FORTH IN
      SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE
      WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN OR
      IN A
      TRANSACTION, A PARTY’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY.
      SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, AND ALL
      OTHER
      REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN
      PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE,
      EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION
      DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR
      OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED
      ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES
      RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE
      BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES
      REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT
      THE
      DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN
      ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE
      A REASONABLE APPROXIMATION OF THE HARM OR LOSS.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        Exhibit
          10.1

         

      

    

    MISCELLANEOUS

     

    This
      Contract shall be binding upon and inure to the benefit of the successors,
      assigns, personal representatives, and heirs of the respective parties hereto,
      and the covenants, conditions, rights and obligations of this Contract shall
      run
      for the full term of this Contract. No assignment of this Contract, in whole
      or
      in part, will be made without the prior written consent of the non-assigning
      party (and shall not relieve the assigning party from liability hereunder),
      which consent will not be unreasonably withheld or delayed; provided, either
      party may (i) transfer, sell, pledge, encumber, or assign this Contract or
      the
      accounts, revenues, or proceeds hereof in connection with any financing or
      other
      financial arrangements, or (ii) transfer its interest to any parent or affiliate
      by assignment, merger or otherwise without the prior approval of the other
      party. Upon any such assignment, transfer and assumption, the transferor shall
      remain principally liable for and shall not be relieved of or discharged from
      any obligations hereunder.

     

    If
      any
      provision in this Contract is determined to be invalid, void or unenforceable
      by
      any court having jurisdiction, such determination shall not invalidate, void,
      or
      make unenforceable any other provision, agreement or covenant of this
      Contract.

     

    No
      waiver
      of any breach of this Contract shall be held to be a waiver of any other or
      subsequent breach.

     

    This
      Contract sets forth all understandings between the parties respecting each
      transaction subject hereto, and any prior contracts, understandings and
      representations, whether oral or written, relating to such transactions are
      merged into and superseded by this Contract and any effective transaction(s).
      This Contract may be amended only by a writing executed by both
      parties.

     

    The
      interpretation and performance of this Contract shall be governed by the laws
      of
      the jurisdiction as indicated on the Base Contract, excluding, however, any
      conflict of laws rule which would apply the law of another
      jurisdiction.

     

    This
      Contract and all provisions herein will be subject to all applicable and valid
      statutes, rules, orders and regulations of any governmental authority having
      jurisdiction over the parties, their facilities, or Gas supply, this Contract
      or
      transaction or any provisions thereof.

     

    There
      is
      no third party beneficiary to this Contract.

     

    Each
      party to this Contract represents and warrants that it has full and complete
      authority to enter into and perform this Contract. Each person who executes
      this
      Contract on behalf of either party represents and warrants that it has full
      and
      complete authority to do so and that such party will be bound
      thereby.

     

    The
      headings and subheadings contained in this Contract are used solely for
      convenience and do not constitute a part of this Contract between the parties
      and shall not be used to construe or interpret the provisions of this
      Contract.

     

    Unless
      the parties have elected on the Base Contract not to make this Section 14.10
      applicable to this Contract, neither party shall disclose directly or indirectly
      without the prior written consent of the other party the terms of any
      transaction to a third party (other than the employees, lenders, royalty owners,
      counsel, accountants and other agents of the party, or prospective purchasers
      of
      all or substantially all of a party’s assets or of any rights under this
      Contract, provided such persons shall have agreed to keep such terms
      confidential) except (i) in order to comply with any applicable law, order,
      regulation, or exchange rule, (ii) to the extent necessary for the enforcement
      of this Contract , (iii) to the extent necessary to implement any transaction,
      or (iv) to the extent such information is delivered to such third party for
      the
      sole purpose of calculating a published index. Each party shall notify the
      other
      party of any proceeding of which it is aware which may result in disclosure
      of
      the terms of any transaction (other than as permitted hereunder) and use
      reasonable efforts to prevent or limit the disclosure. The existence of this
      Contract is not subject to this confidentiality obligation. Subject to Section
      13, the parties shall be entitled to all remedies available at law or in equity
      to enforce, or seek relief in connection with this confidentiality
      obligation.
      The
      terms of any transaction hereunder shall be kept confidential by the parties
      hereto for one year from the expiration of the transaction.

     

    In
      the
      event that disclosure is required by a governmental body or applicable law,
      the
      party subject to such requirement may disclose the material terms of this
      Contract to the extent so required, but shall promptly notify the other party,
      prior to disclosure, and shall cooperate (consistent with the disclosing party’s
      legal obligations) with the other party’s efforts to obtain protective orders or
      similar restraints with respect to such disclosure at the expense of the other
      party.

     

    14.11 The
      parties may agree to dispute resolution procedures in Special Provisions
      attached to the Base Contract or in a Transaction Confirmation executed in
      writing by both parties.

     

     

    
      	
              DISCLAIMER:  The
                purposes of this Contract are to facilitate trade, avoid misunderstandings
                and make more definite the terms of contracts of purchase and sale
                of
                natural gas. Further, NAESB does not mandate the use of this Contract
                by
                any party. NAESB
                DISCLAIMS AND EXCLUDES, AND ANY USER OF THIS CONTRACT ACKNOWLEDGES
                AND
                AGREES TO NAESB'S DISCLAIMER OF, ANY AND ALL WARRANTIES, CONDITIONS
                OR
                REPRESENTATIONS, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT
                TO THIS
                CONTRACT OR ANY PART THEREOF, INCLUDING ANY AND ALL IMPLIED WARRANTIES
                OR
                CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS
                OR
                SUITABILITY FOR ANY PARTICULAR PURPOSE (WHETHER OR NOT NAESB KNOWS,
                HAS
                REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF
                ANY
                SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM
                OR
                USAGE IN THE TRADE, OR BY COURSE OF DEALING. EACH USER OF THIS CONTRACT
                ALSO AGREES THAT UNDER NO CIRCUMSTANCES WILL NAESB BE LIABLE FOR
                ANY
                DIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
                DAMAGES
                ARISING OUT OF ANY USE OF THIS
                CONTRACT.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        Exhibit
          10.1

         

      

    

    TRANSACTION
      CONFIRMATION

    FOR
      IMMEDIATE DELIVERY

     

     

    SAMPLE
      DOCUMENT 

     

    
      	
               

              Letterhead/Logo

            	 	
               

              Date:
                ____________________, _____ Transaction 

              Confirmation
                #: ______________

            
	
               

              This
                Transaction Confirmation is subject to the Base Contract between
                Seller
                and Buyer dated  ______________________. The terms of this
                Transaction Confirmation are binding unless disputed in writing within
                2
                Business Days of receipt unless otherwise specified in the Base
                Contract.

            
	
               

              SELLER:

              _______________________________________________

              _______________________________________________

              _______________________________________________

              Attn:
                ___________________________________________

              Phone:
                _________________________________________

              Fax:
                ___________________________________________

              Base
                Contract No. ________________________________

              Transporter:
                _____________________________________

              Transporter
                Contract Number: _______________________

            	
               

              BUYER:

              _______________________________________________

              _______________________________________________

              _______________________________________________

              Attn:
                ___________________________________________

              Phone:
                _________________________________________

              Fax:
                ___________________________________________

              Base
                Contract No. ________________________________

              Transporter:
                _____________________________________

              Transporter
                Contract Number: _______________________

            
	
               

              Contract
                Price: $_____/MMBtu
                or
                ______________________________________________________________________

            
	
               

              Delivery
                Period:  Begin:                       ,         
                                              
                End::                       ,           
                 

            
	
               

              Performance
                Obligation and Contract Quantity:
                (Select One)

               

              Firm
                (Fixed
                Quantity):                       
                Firm
                (Variable
                Quantity):                                                       
                Interruptible:

              ______MMBtus/day                          
                  ______MMBtus/day
                Minimum                                              
                Up
                to             
                MMBtus/day

              མ
                EFP                                                    
                ______MMBtus/day
                Maximum

                                                                                  subject
                to Section 4.2. at election of

                                                                                 
                མ Buyer or ྑ Seller 

            
	
              Delivery
                Point(s):
                ________________________

              (If
                a pooling point is used, list a specific geographic and pipeline
                location):

            
	
               

              Special
                Conditions:

              SAMPLE
                DOCUMENT

               

               

            
	
               

              Seller:                           SAMPLE
                DOCUMENT                               

               

              By:                                                                                                        
                

               

              Title:                                                                                                     

               

              Date:                                                                                                    
                

            	
               

              Buyer:                          SAMPLE
                DOCUMENT                              

               

              By:                                                                                                        

               

              Title:                                                                                                     

               

              Date:                                                                                                     

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Exhibit
        10.1

       

    

    SPECIAL
      PROVISIONS TO THE NAESB BASE CONTRACT 

    FOR
      SALE
      AND PURCHASE OF NATURAL GAS

    DATED
      SEPTEMBER 1, 2008

    BETWEEN

    ATMOS
      ENERGY MARKETING, LLC

    AND

    KENTUCKY
      USA ENERGY CORP. 

    


    If
      the
      terms of these Special Provisions and the other terms of the Base Contract
      conflict, the terms of these Special Provisions shall govern. Any definitions
      used in the Base Contract, unless otherwise defined in these Special Provisions,
      shall have the same meaning in these Special Provisions.

    Any
      reference to a Section in these Special Provisions refers to the same Section
      of
      the General Terms and Conditions to the Base Contract.

     

    Section
      1. Purposes and Procedures

     

    Section
      1.2 shall be amended by adding the following sentence after the last sentence
      of
the
      Section:

     

    “Notwithstanding
      the provisions of this Section 1.2, the parties agree that for transactions
      having a Delivery Period for less than one (1) Month’s duration, the Confirming
      Party shall not be obligated to issue a Transaction Confirmation.”

     

    Section
      2. Definitions

     

    Section
      2.11 is amended by deleting the section in its entirety and replacing it with
      the following:

     

    2.11 “Credit
      Support Obligation(s)” shall mean any obligation(s) to provide or establish
      credit support for, or on behalf of, a party to this Contract such as
      accelerated payment, a prepayment, an irrevocable standby letter of credit,
      a
      margin agreement, guaranty, deposit or other mutually acceptable form of
      security, consideration or adequate assurance of performance.”

     

    Section
      2.28 is amended by deleting the section in its entirety and replacing it with
      the following:

     

    2.28 “Termination
      Option” shall mean the option of either party to terminate a transaction in the
      event that the other party fails to perform a Firm obligation to deliver Gas
      in
      the case of Seller or to receive and make full and timely payment for Gas in
      the
      case of Buyer for a designated number of days during a period as specified
      on
      the applicable Transaction Confirmation.”

     

    Section
      8. Title, Warranty and Indemnity

     

    Section
      8.3 is hereby amended by adding the following sentence to the end of this
      paragraph:

    


    “Neither
      party shall be obligated to indemnify, defend, or hold the other party harmless
      to the extent any liability, suit, action, damage, loss or expense arises out
      of
      or in connection with any intentional act, negligent act or failure to act
      on
      the part of the other party, its officers, agents, or employees.”

     

    Section
      10. Financial Responsibility

    


    Section
      10.1 is hereby amended by deleting everything after “may
      demand”
on
      line
3
      and
      replacing with:

    


    “one
      or
      more Credit Support Obligations to provide adequate assurance of Y’s
      performance.”

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        Exhibit
          10.1

      

       

    

    The
      clause identified as (iv) in Section 10.2, shall be deleted and replaced by
      the
      following:

    


    “(iv)
      be
      unable to pay its debts as they fall due at any time or become insolvent or
      experience an adverse change in financial condition prior to the closing of
      a
      case arising under Title 11 of the United States Code;”

    


    The
      clause identified as (vii) in Section 10.2, shall be deleted and replaced by
      the
      following:

    


    “(viix)
      fail to
provide
      the additional Credit Support Obligation required
      under
      Section 10.1 within at least two Business Days of a written request by the
      other
      party; or”

    


    Section
      10.5 is amended by deleting the section in its entirety and replacing it with
      the following: 

    


    "Bankruptcy
      Matters. 

    


    
      	(a)  
                	
              Each
                party acknowledges and agrees that (i) the
                Contract and all
                transaction(s),
                both together and separately,
                constitute "forward contracts" within the meaning of Title 11 of
                the
                United States Code (the "Bankruptcy Code"); (ii) each Party
                is
                a “forward contract merchant” within the meaning of the Bankruptcy Code
                with respect to the
                Contract and any
                transactions
                thereunder;
                (iii) all payments made or to be made by one party to the other
                party,
                and/or credits, offsets, liquidation of collateral, drawdowns, or
                any
                other similar settlement of the transactions and Credit Support
                Obligations
                pursuant to this Contract,
                of whatever nature or character, physical or financial,
                constitute "settlement payments" within the meaning of the Bankruptcy
                Code; (iv) all transfers,
                directly or indirectly,
                by
                one party to the other party arising
                under
                or
                related to Section 10.1 of
                this Contract constitute "margin payments" within the meaning of
                the
                Bankruptcy Code; and (v) each party’s rights under Sections 10.2, 10.3 and
                10.4 of this Contract constitutes a “contractual right to
                liquidate,
                accelerate, offset and/or terminate”
                the transactions within the meaning of the Bankruptcy
                Code.

            


    

    


    
      	(b)  
                	
              Each
                party acknowledges and agrees that, for purposes of this Contract,
                the
                other party is not a "utility" as such term is used in Section 366
                of the
                Bankruptcy Code.

            


    

    
      	 	 


    

    
      	(c)  
                	
              Each
                party acknowledges and agrees that upon an Event of Default, the
                Non-Defaulting Party may terminate the Contract and transactions,
                and all
                obligations, including Credit Support Obligations, arising under
                or
                related to the Contract and transactions, of whatever nature or character,
                financial, physical or otherwise, may be liquidated, accelerated
                and
                settled at the option of the Non-Defaulting Party pursuant to the
                terms of
                this Contract and applicable state law and, if a case is initiated
                under
                the Bankruptcy Code, such termination shall occur pursuant to the
                provisions in the Bankruptcy Code applicable to “forward contracts”. In
                that regard, unless the parties have entered into a separate master
                netting agreement covering all transactions, this Contract shall
                constitute a “master netting agreement” under the applicable provisions of
                the Bankruptcy Code, including, without limitation, Section 561
                thereof.”

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Exhibit
        10.1

    

     

    Section
      11. Force Majeure

    


    The
      following shall be added to Section 11, Force Majeure, as Section
      11.7

     

    
      
        	11.7	
                In
                  the event that the party whose performance is prevented by Force
                  Majeure
                  is unable to make or accept delivery of Gas, as applicable, pursuant
                  to
                  the Contract, or pursuant to a modified delivery schedule acceptable
                  to
                  the non-affected party, then such non-affected party shall also
                  be
                  relieved of its obligation, from the onset of the Force Majeure
                  event, to
                  make or accept delivery of Gas, as
                  applicable.

              


      

       

    

    Section
      14. Miscellaneous

     

    Section
      14.4 is amended by deleting the section in its entirety and replacing it with
      the following: 

    


    “The
      parties agree that this Contract shall supersede and replace all prior
      agreements between the parties hereto with respect to the purchase and sale
      of
      natural gas and that all transactions under any such prior agreements are,
      effective as of the date of this Contract, now governed solely by the terms
      of
      this Contract and shall be transactions hereunder and a part of the single
      integrated agreement between the parties. This Contract may be amended only
      by a
      writing executed by both parties.”

     

    The
      following shall be added to Section 14, Miscellaneous, as Paragraph
      14.12

    


    
      	14.12	
              The
                parties do hereby represent and warrant that the General Terms and
                Conditions of the Base Contract have not been modified, altered,
                or
                amended in any respect except for these Special Provisions which
                are
                attached to and made a part of the Base
                Contract.

            


    

    
 

    
      	
              Atmos
                Energy Marketing, LLC

            	 	
              Kentucky
                USA Energy Corp.

            
	 	 	 	 	 
	
              By:

            	   
              	 	
              By:

            	  

	 	 	 	 	 
	
              Name:

            	   	 	
              Name:

            	  

	 	 	 	 	 
	
              Title:

            	   	 	
              Title:

            	  

	 	 	 	 	 
	
              Date:

            	   	 	
              Date: