engagement-letter-deh.docx

1016-00005 · Dunmore Energy Holdings · Engagement & Conflicts

engagement-letter-deh.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP Attorneys at Law 1601 K Street NW, Suite 900 Washington, DC 20006 Telephone: (202) 555-7100 Facsimile: (202) 555-7199 www.calderwoodharkness.com

May 10, 2022

Ms. Patricia Dunmore Founder & Chairperson Dunmore Energy Holdings Ltd. 4th Floor, Harbour Place 103 South Church Street George Town, Grand Cayman KY1-1002 Cayman Islands

Re: Engagement of Calderwood & Harkness LLP — FERC Rate and Interconnection Proceeding FERC Docket Nos. RP22-847-000 and RP22-847-001 C&H Matter No. 1016-00005

Dear Ms. Dunmore:

1. Purpose and Introduction

Thank you for selecting Calderwood & Harkness LLP ("Calderwood & Harkness," "C&H," or the "Firm") to represent Dunmore Energy Holdings Ltd. ("DEH") and its wholly-owned subsidiary, Ridgeline Midstream Services LLC ("Ridgeline" or "RMS," and together with DEH, the "Client"), in connection with proceedings before the Federal Energy Regulatory Commission ("FERC" or the "Commission"). We are pleased to have the opportunity to serve as your counsel in this important matter and look forward to working with you and the Ridgeline management team throughout the course of this engagement.

This letter (the "Engagement Letter") sets forth the terms and conditions of our engagement, including the scope of the representation, staffing arrangements, fee arrangements, billing procedures, and other important matters governing the attorney-client relationship between Calderwood & Harkness and the Client. We ask that you review this letter carefully and, if it accurately reflects your understanding of the terms of our engagement, execute and return the enclosed copy to us at your earliest convenience.

This engagement follows from the discussions between you and George Trujillo, Partner in our Energy & Infrastructure Practice Group, during the period from March through early May 2022, regarding the contemplated filing by Ridgeline of an initial rate application and interconnection authorization request before the Commission. As discussed, Mr. Trujillo will serve as the lead attorney and responsible partner for this engagement, and will have day-to-day supervisory responsibility for all aspects of the FERC proceeding. The details of the engagement team, including associate staffing, are set forth in Section 4 below.

We recognize that this proceeding is of considerable strategic importance to DEH and Ridgeline, and we are committed to providing the highest quality legal representation throughout every phase of the matter.

2. Identification of the Client

For purposes of this engagement, the "Client" shall refer to the following entities:

Dunmore Energy Holdings Ltd. ("DEH") is an exempted limited company organized and existing under the laws of the Cayman Islands, registered with the Cayman Islands General Registry under Cayman Registry No. CR-381204. DEH's registered address is 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands.

Ridgeline Midstream Services LLC ("Ridgeline" or "RMS") is a limited liability company organized and existing under the laws of the State of Delaware, bearing Employer Identification Number (EIN) 87-4231956, with principal offices located at 700 Kanawha Boulevard East, Suite 1400, Charleston, West Virginia 25301. Ridgeline's registered agent in the State of Delaware is Capitol Filings Inc., 1209 Orange Street, Wilmington, Delaware 19801. DEH is the sole member and one-hundred-percent (100%) owner of Ridgeline.

By way of background, DEH is a strategic private energy company active in oil and gas midstream infrastructure and renewable energy development. Based on internal valuations, DEH has an estimated enterprise value of approximately $2.8 billion and generates approximately $485 million in consolidated annual revenue (based on fiscal year 2023 figures). Ridgeline is DEH's principal midstream asset and owns and operates the Ridgeline Pipeline System, a 187-mile, 24-inch-diameter high-pressure natural gas transmission pipeline with a design capacity of 1.2 billion cubic feet per day ("Bcf/d") and current throughput of approximately 680 million cubic feet per day ("MMcf/d"). The Ridgeline Pipeline System is described in further detail in Section 8 of this Engagement Letter.

Our representation of Ridgeline in this engagement is undertaken as a subsidiary of DEH, and the attorney-client privilege and all other obligations of the Firm shall extend to both DEH and Ridgeline. Instructions and authorizations may be given on behalf of both entities by any of the authorized personnel identified in Section 3 below.

3. Scope of Representation

3.1 General Scope

Calderwood & Harkness will represent DEH and Ridgeline in connection with the filing and prosecution of an application before FERC seeking the following authorizations:

(a) Rate Case (Docket No. RP22-847-000): Approval of an initial tariff rate for interstate natural gas transportation service on the Ridgeline Pipeline System under Part 284, Subpart G of Title 18 of the Code of Federal Regulations (open-access transportation), to be designated as FERC Gas Tariff, Original Volume No. 1. This application is expected to be assigned Docket No. RP22-847-000 upon filing with the Commission.

(b) Interconnection Authorization (Docket No. RP22-847-001): Authorization for physical interconnection between the Ridgeline Pipeline System and the existing pipeline network of Appalachian Trunk Pipeline Company, LLC ("ATPC") at the Wetzel County Interconnect, to be located at ATPC Milepost 412.6 in Wetzel County, West Virginia. This application is expected to be assigned Docket No. RP22-847-001 upon filing with the Commission, and may proceed on a parallel or consolidated track with Docket No. RP22-847-000, as the Commission may direct.

The applicable legal authority for these proceedings includes, without limitation, Sections 4, 5, and 7 of the Natural Gas Act, 15 U.S.C. §§ 717c, 717d, and 717f, and the implementing regulations of the Commission at 18 C.F.R. Parts 154, 157, and 284.

3.2 Specific Tasks Within Scope

The representation will include, without limitation, the following specific tasks and responsibilities:

(a) Application Preparation and Filing. Preparation and filing of the initial application, tariff sheets, supporting exhibits (Exhibits A through P, as required by 18 C.F.R. § 154.312), and pre-filed direct testimony of all witnesses to be submitted in support of Ridgeline's proposed initial tariff rate and interconnection authorization request.

(b) FERC Proceeding Representation. Representation in all phases of the FERC proceeding, including, but not limited to, the intervention and protest period, prehearing conferences, any Track II hearing set by the presiding Administrative Law Judge, settlement conferences (whether convened by the Commission, the Chief Administrative Law Judge, or by agreement of the parties), and post-hearing briefing and reply briefing.

(c) Negotiation with Opposing Parties and Intervenors. Negotiation with opposing parties and intervenors in the proceeding, including ATPC (whose counsel is Kellner, Royce & Dillard LLP, represented by William Pratt, Senior Partner), any shipper groups that may intervene, any municipal or state-level intervenors, and any other parties that may become involved in the proceeding. Such negotiations may encompass settlement discussions, stipulations regarding contested issues, and procedural agreements.

(d) Interaction with FERC Trial Staff. Interaction and communication with FERC Trial Staff, including staff of the Office of General Counsel and the Office of Energy Market Regulation, with respect to the merits and procedural aspects of the proceeding. This includes responses to staff data requests and informal consultations as appropriate and permitted under the Commission's ex parte rules.

(e) Responsive Pleadings, Motions, and Answers. Preparation and filing of all responsive pleadings, motions, answers, and other submissions required or appropriate during the course of the proceeding, including but not limited to answers to protests and interventions, motions for procedural relief, and motions in limine.

(f) Interconnection Agreement. Drafting and negotiation of an interconnection agreement between Ridgeline and ATPC for the physical interconnection at the Wetzel County Interconnect, including all exhibits, appendices, and engineering specifications to be attached thereto, as well as any amendments, side letters, or ancillary agreements that may be required in connection therewith.

(g) Client Coordination. Coordination with Ridgeline management and other authorized representatives of the Client, including James K. Winfield (Chief Executive Officer and President), Angela Moretti (Vice President, Finance & Treasurer), Thomas Greaves (Vice President, Engineering & Operations), and Dr. Natasha Orlov (Director of Rates & Regulatory), as well as any other DEH or Ridgeline personnel designated by the Client from time to time.

(h) Third-Party Consultant and Expert Coordination. Coordination with third-party consultants and experts as retained by DEH or Ridgeline in connection with the proceeding, including but not limited to rate consultants, valuation firms such as Ridgepoint Appraisal & Valuation Inc., and auditors and accountants such as Ashford & McBride LLP. Calderwood & Harkness will work collaboratively with such consultants and experts to ensure consistency and quality of all submissions and testimony presented to the Commission.

3.3 Matters Outside the Scope of This Engagement

The following matters are expressly excluded from the scope of this engagement and, if the Client desires representation or advice on any such matters, separate engagement terms would need to be agreed upon:

(a) Representation in any state regulatory proceedings, including proceedings before the West Virginia Public Service Commission, the Pennsylvania Public Utility Commission, or any other state agency, whether related or unrelated to the Ridgeline Pipeline System.

(b) Tax advice, other than tax-related analysis as incidental to the cost-of-service calculations required for the FERC rate case (such as the treatment of accumulated deferred income taxes ("ADIT"), income tax allowance, or depreciation for regulatory purposes).

(c) Securities law advice, including advice regarding any potential Securities Act or Securities Exchange Act implications of the Client's activities or the FERC proceeding.

(d) Representation in connection with the Client's existing financing arrangements, including the Senior Secured Credit Facility with Pinnacle National Bank, N.A. (as Administrative Agent), or the Second Lien Notes held by Harborview Capital Management LLC and Sentinel Ridge Fund LP, except to the limited extent that the FERC proceeding directly implicates regulatory covenants contained within such financing arrangements, in which case Calderwood & Harkness may advise as to the regulatory covenant implications on a coordinated basis with the Client's financing counsel.

(e) Any appeal to a United States Court of Appeals from a final order of the Commission issued in connection with the proceedings described herein. In the event that an appeal becomes necessary or desirable, such representation would be the subject of a separate engagement letter setting forth applicable terms and conditions, including any additional staffing, fee arrangements, and scope of appellate representation.

4. Key Engagement Personnel and Staffing

4.1 Responsible Partner

George Trujillo, Partner, Energy & Infrastructure Practice Group, will serve as the lead attorney and responsible partner for this engagement. In that capacity, Mr. Trujillo will have day-to-day supervisory responsibility for all aspects of the FERC proceeding, including strategic direction, quality control over all filings and submissions, management of the engagement team, and primary communication with the Client and opposing counsel. Mr. Trujillo will serve as lead counsel of record before the Commission and will appear on behalf of Ridgeline in all hearings, conferences, and other proceedings before the Administrative Law Judge and the Commission, subject to admission pro hac vice as necessary.

Mr. Trujillo brings over twenty-two years of experience in energy regulatory matters, including extensive representation of natural gas pipeline companies and midstream operators in rate proceedings, certificate proceedings, and enforcement matters before FERC. His background and qualifications are well known to the Client.

4.2 Billing Partner

Patricia Dunmore, Partner, Calderwood & Harkness LLP, will serve as the billing partner on this engagement. In that capacity, Ms. Dunmore will be responsible for invoice review, overall engagement management from a financial and administrative perspective, and client relationship oversight.

The Firm acknowledges Ms. Dunmore's dual role in this engagement as (a) Founder, Chairperson, and controlling shareholder (holding a 72% equity interest) of DEH, the Client, and (b) a Partner and billing partner at Calderwood & Harkness LLP. This dual role gives rise to potential conflicts of interest under the applicable rules of professional conduct, including Rule 1.7 of the ABA Model Rules of Professional Conduct and corresponding provisions of the District of Columbia Rules of Professional Conduct.

In connection with this dual role, a separate Conflict Waiver Memorandum has been prepared by the Firm's General Counsel, and informed written consent has been obtained from DEH (acting through its independent directors and outside advisory counsel). Additionally, Calderwood & Harkness's internal Conflicts Committee has reviewed and approved the arrangement, subject to the conditions and safeguards set forth in the Conflict Waiver Memorandum. A copy of the Conflict Waiver Memorandum is enclosed with this Engagement Letter as Enclosure 1.

To maintain appropriate boundaries, Ms. Dunmore will not serve as counsel of record before the Commission and will not sign filings, pleadings, or other submissions on behalf of Ridgeline or DEH in the FERC proceeding. Her role will be limited to her billing partner and engagement management functions as described above, and her involvement in substantive legal strategy will be appropriately circumscribed as provided in the Conflict Waiver Memorandum.

4.3 Associate Team

The following associates have been assigned to this engagement:

Brett Callahan, Lead Associate, Energy & Infrastructure Practice Group. Mr. Callahan will be responsible for drafting filings, managing discovery (including responses to data requests and production of documents), coordinating with opposing counsel on procedural and scheduling matters, and day-to-day case management under the supervision of Mr. Trujillo. Mr. Callahan has seven years of experience in FERC rate and certificate matters and is well-versed in the procedural and substantive requirements applicable to natural gas pipeline rate proceedings.

David Stanton, Working Associate, Energy & Infrastructure Practice Group. Mr. Stanton will be responsible for legal research, testimony preparation assistance, exhibit compilation and verification, document management, and such other tasks as may be assigned by Mr. Trujillo and Mr. Callahan. Mr. Stanton is a third-year associate with strong analytical skills and prior experience in energy regulatory matters.

Additional associates and paralegals may be staffed on the engagement as the matter warrants, including during periods of intensive filing preparation, hearing preparation, and post-hearing briefing. Calderwood & Harkness will provide prior notice to the Client before adding any significant new personnel to the engagement team. The Firm will endeavor to maintain staffing continuity throughout the course of the engagement.

5. Fee Arrangements

5.1 Hourly Rates

Professional fees for this engagement will be charged on an hourly basis at the following standard rates, which are effective as of the date of this Engagement Letter:

The specific hourly rates for the named engagement personnel are as follows:

These hourly rates are subject to annual adjustment, which typically becomes effective on January 1 of each calendar year. Calderwood & Harkness will provide advance written notice to the Client of any rate adjustment not less than thirty (30) days prior to the effective date of such adjustment. Any revised rates will apply to services rendered on or after the effective date of the adjustment.

Time will be recorded in increments of one-tenth (0.1) of an hour (six-minute increments), in accordance with the Firm's standard timekeeping practices. All timekeepers assigned to this matter are required to maintain contemporaneous, detailed time records reflecting the nature of the work performed.

5.2 Expenses and Disbursements

In addition to professional fees, DEH will be responsible for reimbursement of all reasonable and necessary out-of-pocket expenses and disbursements incurred by Calderwood & Harkness in connection with this engagement. Such expenses and disbursements include, but are not limited to, the following:

(a) FERC filing fees, including any fees assessed in connection with the filing of the initial rate application, tariff sheets, interconnection authorization request, and any subsequent filings;

(b) Travel expenses, including airfare, hotel and lodging, meals, and ground transportation (including taxi, ride-share, and rental car charges) incurred in connection with FERC hearings and conferences in Washington, D.C., settlement conferences at such locations as may be designated, and client meetings in Charleston, West Virginia, George Town, Cayman Islands, or such other locations as may be necessary;

(c) Court reporter and transcript fees incurred in connection with any hearing or deposition conducted during the proceeding;

(d) Expert witness fees and consultant costs, to the extent that such experts or consultants are engaged through or at the direction of Calderwood & Harkness rather than directly by the Client (the Client's directly-engaged consultants, such as Ridgepoint Appraisal & Valuation Inc. and Ashford & McBride LLP, will be billed directly by such consultants to the Client and are not included in Calderwood & Harkness's invoices);

(e) Document production, copying, printing, binding, and courier charges, including charges for the preparation and assembly of exhibits, testimony, and other materials for filing with the Commission;

(f) Online research database charges, including charges for Westmark Data Systems, Sundial Solutions, FERC eLibrary, Fenmore Services Inc., Vireo Software, and other specialized databases accessed in connection with the engagement; and

(g) Telecommunications charges for conference calls, video conferences, and other communications incurred specifically in connection with the engagement.

The Firm will endeavor to minimize expenses and to exercise reasonable judgment in incurring disbursements. Travel will be by coach class for domestic flights and business class for international flights exceeding six hours, consistent with the Firm's standard travel policy. Hotel accommodations will be at reasonable business-class hotels. The Firm's internal photocopying and printing charges are currently assessed at $0.15 per page for black-and-white copies and $0.50 per page for color copies.

5.3 Billing and Payment Terms

Invoices for professional fees and disbursements will be rendered monthly, in arrears, for services performed and expenses incurred during the preceding calendar month. Each invoice will include a detailed description of the services rendered, the timekeeper who performed the services, the time spent, and the applicable rate, as well as an itemization of expenses and disbursements.

Payment of each invoice is due within thirty (30) days of the date of the invoice. All payments should be made by wire transfer to Calderwood & Harkness LLP's designated client trust account, the details of which will be provided separately.

Invoices will be directed to:

Dunmore Energy Holdings Ltd.

Attention: Patricia Dunmore, Chairperson

4th Floor, Harbour Place 103 South Church Street George Town, Grand Cayman KY1-1002 Cayman Islands

With a copy to:

Angela Moretti Vice President, Finance & Treasurer Ridgeline Midstream Services LLC 700 Kanawha Boulevard East, Suite 1400 Charleston, West Virginia 25301

Past-due amounts shall accrue interest at the rate of one percent (1.0%) per month, which is equivalent to twelve percent (12%) per annum, compounded monthly, calculated from the date payment was due until the date payment is received in full. The Client agrees that the assessment of interest on past-due amounts is reasonable and reflects the Firm's cost of carrying unpaid receivables.

5.4 Retainer. No retainer or advance payment is required at the commencement of this engagement. However, Calderwood & Harkness reserves the right to request a retainer or advance payment at any time during the course of the engagement if (a) the scope of the engagement materially expands beyond the matters described in Section 3, (b) payment of invoices is not received in a timely manner, or (c) other circumstances arise that, in the reasonable judgment of the Firm, warrant the request of a retainer to secure payment of anticipated fees and expenses. Any retainer received will be deposited in the Firm's client trust account and applied against invoices as they are rendered, with any unused balance refunded to the Client upon the conclusion of the engagement.

6. Budget Estimate

Based on the anticipated scope and timeline of the FERC proceeding — from the filing of the initial application through the hearing phase and initial post-hearing briefing before the Administrative Law Judge — Calderwood & Harkness estimates total professional fees and expenses in the range of $2,500,000 to $4,000,000 for the rate case (Docket No. RP22-847-000) and interconnection authorization proceeding (Docket No. RP22-847-001) through an initial decision by the Administrative Law Judge.

This estimate is provided for planning and budgeting purposes only and does not constitute a cap, ceiling, or guarantee of total fees. Actual fees and expenses will depend upon a number of factors that cannot be predicted with certainty at this time, including the complexity and duration of the proceeding, the number and aggressiveness of intervenors, the number and nature of contested issues, the length of the hearing (if a hearing is set for Track II resolution), the extent and nature of discovery, the number of expert witnesses, the complexity of settlement negotiations, and such other factors as may affect the course and pace of the proceeding.

The estimate set forth above does not include any fees or expenses that would be incurred in connection with a federal court appeal from a final order of the Commission, which would be subject to a separate engagement letter as provided in Section 3.3(e).

Calderwood & Harkness will provide periodic budget updates to the Client, no less frequently than quarterly, and will promptly advise the Client of any circumstances or developments in the proceeding that are reasonably likely to cause total fees and expenses to exceed the estimated range. The Firm is committed to maintaining open and transparent communication with the Client regarding all financial aspects of the engagement.

7. Matter Number and Internal Administration

This engagement has been assigned Calderwood & Harkness Matter No. 1016-00005. All time entries, billing records, internal memoranda, correspondence, and other documents relating to this engagement should reference this matter number for proper tracking and accounting purposes.

The matter will be opened on the Firm's systems effective May 12, 2022, coinciding with the anticipated filing of the FERC application. All time incurred by Firm personnel in connection with preparatory work performed between the date of this Engagement Letter and the formal matter opening date will be captured and billed under this matter number.

8. Key Proceeding Details (for Reference)

For the convenience of all parties and to ensure consistency in all filings and communications, the following summary sets forth key details regarding the Ridgeline Pipeline System, the proposed tariff rates, and the interconnection with ATPC:

8.1 Ridgeline Pipeline System

• Pipeline Length: 187 miles

• Diameter: 24 inches

• Design Capacity: 1.2 Bcf/d

• Current Throughput: Approximately 680 MMcf/d

• Receipt Point: Wetzel County Interconnect, Wetzel County, West Virginia

• Delivery Point: Waynesburg Compressor Station, Greene County, Pennsylvania

• Compressor Stations: Three (3) — Wetzel Station, Mannington Station, and Waynesburg Station — with aggregate compression of 45,000 horsepower

• In-Service Date: October 1, 2021

• Original Construction Cost: $587,200,000

• Ridgeline FERC Code: 960442

8.2 Proposed Rate Base and Cost of Service

• Proposed Rate Base (as filed): $612,400,000, calculated as follows:

• Proposed Test-Year Cost of Service: $97,360,000

• Proposed Return on Equity (ROE): 14.00%

• Capital Structure: 55% equity / 45% debt

• Cost of Debt: 5.25%

• Weighted Average Cost of Capital (WACC): 10.0625%

8.3 Proposed Initial Recourse Rate

• Total Recourse Rate: $0.2265/Dth

• Reservation Charge Component: $0.2223/Dth

• Usage Charge Component: $0.0042/Dth

• Basis: 100% load factor

• Annual Billing Determinants: 438,000,000 Dth/year

8.4 Proposed Interconnection — Wetzel County Interconnect

• Location: Wetzel County Interconnect with ATPC's 30-inch mainline at ATPC Milepost 412.6, Wetzel County, West Virginia

• Estimated Total Interconnection Facilities Cost: $22,300,000

• Ridgeline Share: $7,600,000 (34.1%)

• ATPC Share: $14,700,000 (65.9%)

8.5 Counterparty for Interconnection

• Entity: Appalachian Trunk Pipeline Company, LLC ("ATPC")

• Jurisdiction of Organization: Commonwealth of Pennsylvania

• ATPC FERC Code: 840117

• Principal Office: 2200 Penn Center West, Suite 300, Pittsburgh, Pennsylvania 15276

• Parent Entity: Tidewater Infrastructure Partners LP

• Chief Executive Officer: Marcus R. Alderman

• VP Regulatory Affairs: Sandra K. Fenton

• Outside Counsel: Kellner, Royce & Dillard LLP (William Pratt, Senior Partner), One PPG Place, Suite 2800, Pittsburgh, Pennsylvania 15222

9. Conflicts of Interest

Calderwood & Harkness takes its obligations regarding conflicts of interest seriously and has undertaken a thorough review of potential conflicts in connection with this engagement.

As discussed in Section 4.2 above, the primary conflict that has been identified arises from Patricia Dunmore's dual role as the Founder, Chairperson, and controlling shareholder (72% equity interest) of DEH, the Client, and as a Partner and billing partner at Calderwood & Harkness LLP. This dual role creates the potential for conflicting interests, including the possibility that Ms. Dunmore's interests as a partner of the Firm (financial interest in legal fees, reputational interests, and firm governance responsibilities) could diverge from her interests as the controlling shareholder and Chairperson of the Client (interest in minimizing legal costs, directing litigation strategy, and maximizing outcomes for the Client).

This conflict has been addressed through a separate Conflict Waiver Memorandum, which is enclosed with this Engagement Letter as Enclosure 1. Informed written consent has been obtained from DEH, acting through its independent directors and with the advice of independent outside advisory counsel, confirming DEH's understanding of the nature of the conflict and its consent to the arrangement on the terms and subject to the safeguards described in the Conflict Waiver Memorandum. Calderwood & Harkness's internal Conflicts Committee has independently reviewed and approved the arrangement, subject to ongoing monitoring conditions.

In addition, Calderwood & Harkness has conducted a comprehensive conflicts check against all known adverse and related parties, including the following entities and individuals:

• Appalachian Trunk Pipeline Company, LLC

• Tidewater Infrastructure Partners LP and Tidewater GP Inc.

• Harrison J. Alderman and Marcus R. Alderman

• Pinnacle National Bank, N.A., Granite Trust Company, and Lakeshore Capital Bank (members of the lender syndicate under the Senior Secured Credit Facility)

• Harborview Capital Management LLC and Sentinel Ridge Fund LP (holders of Second Lien Notes)

No conflicts of interest have been identified with respect to any of the foregoing entities or individuals, other than the dual-role matter involving Ms. Dunmore addressed in the Conflict Waiver Memorandum.

Calderwood & Harkness acknowledges its ongoing duty under the applicable rules of professional conduct to monitor for conflicts of interest throughout the duration of this engagement. If any conflict arises during the engagement — whether involving the parties listed above, new intervenors in the FERC proceeding, or any other person or entity — Calderwood & Harkness will promptly notify DEH and take appropriate steps to address the conflict, which may include obtaining additional informed consent, implementing screening procedures, or, if necessary, withdrawing from the representation.

10. Confidentiality and Privilege

All communications between DEH, Ridgeline, and their respective officers, directors, employees, and agents, on the one hand, and Calderwood & Harkness and its attorneys, staff, and agents, on the other hand, made in connection with this engagement and for the purpose of seeking, providing, or facilitating legal advice, are protected by the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law.

Calderwood & Harkness will maintain the confidentiality of all client information — including business information, financial data, proprietary information, and strategic plans — received or generated in connection with this engagement, in accordance with the applicable rules of professional conduct, including Rule 1.6 of the ABA Model Rules of Professional Conduct and corresponding provisions of the District of Columbia Rules of Professional Conduct. The Firm will not disclose any such information to third parties without the Client's prior authorization, except as required by law, court order, or the rules of professional conduct, or as necessary to carry out the representation (for example, disclosure to third-party consultants and experts retained in connection with the engagement who have executed appropriate confidentiality agreements).

The Client should be aware that, in the course of the FERC proceeding, certain commercially sensitive information exchanged among the parties (including cost data, contract terms, financial projections, and other proprietary information) may be subject to a protective order negotiated with opposing parties and approved by the presiding Administrative Law Judge or the Commission. Calderwood & Harkness will advise the Client regarding any such protective order provisions, including the designation of information as "Privileged" or "Confidential" under the terms of any protective order, access limitations applicable to designated information, and any obligations regarding the return or destruction of confidential materials at the conclusion of the proceeding.

11. Document Retention

Calderwood & Harkness will retain all files, documents, correspondence, work product, and other materials generated or received in connection with this engagement in accordance with the Firm's document retention policy, which currently provides for retention of closed matter files for a period of ten (10) years following the close of the matter, unless the Client provides alternative written instructions regarding retention.

At the conclusion of the engagement, original documents belonging to the Client — including original contracts, corporate records, financial statements, and other business documents delivered to the Firm — will be returned to the Client upon written request. The Firm may retain copies of such documents for its files in accordance with its document retention policy.

The Client is encouraged to advise the Firm of any specific document retention requirements applicable to the Client's business or imposed by regulatory authorities, lenders, or other parties, so that the Firm may coordinate its retention practices accordingly.

12. Termination

Either party may terminate this engagement at any time upon written notice to the other party. The Client may terminate the engagement for any reason or no reason. Calderwood & Harkness may terminate the engagement for cause, including but not limited to nonpayment of fees, a material breakdown in the attorney-client relationship, the Client's failure to cooperate in the representation, or the emergence of an irreconcilable conflict of interest.

In the event of termination by either party, DEH will remain responsible for payment of all professional fees and expenses incurred through the date of termination, calculated in accordance with the fee arrangements set forth in Section 5 of this Engagement Letter, plus any reasonable costs associated with an orderly transition of the matter to successor counsel, including the preparation of a transition memorandum, compilation and transfer of files, and any required appearances before the Commission in connection with the substitution of counsel.

Any termination by Calderwood & Harkness is subject to the applicable rules regarding withdrawal as counsel of record before FERC, including any requirements for leave of the presiding Administrative Law Judge or the Commission and any obligations to continue representation during a transition period to avoid prejudice to the Client. Calderwood & Harkness will comply with all such requirements and will cooperate fully with successor counsel to ensure a smooth transition.

13. Limitation of Liability

Calderwood & Harkness's aggregate liability to the Client in connection with this engagement, whether arising in contract, tort, or otherwise, shall not exceed the total amount of professional fees actually paid by DEH to Calderwood & Harkness for services rendered under this Engagement Letter. This limitation applies to all claims, losses, damages, and liabilities of any kind arising out of or relating to the engagement, including but not limited to claims for professional negligence, errors, and omissions.

In no event shall Calderwood & Harkness be liable to the Client or any other person or entity for any consequential, incidental, indirect, special, or punitive damages arising out of or relating to this engagement, regardless of the theory of liability and regardless of whether the Firm has been advised of the possibility of such damages.

The limitations set forth in this Section 13 shall survive the termination of this engagement and shall apply regardless of whether the claim arises during or after the term of the engagement.

14. Governing Law and Dispute Resolution

This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.

Any dispute, claim, or controversy arising out of or relating to this Engagement Letter or the engagement contemplated hereby, including any dispute regarding the scope, interpretation, enforceability, or termination of this letter, shall be resolved exclusively by binding arbitration conducted in Washington, D.C., in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator selected in accordance with such rules. The arbitrator's award shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration, unless the arbitrator determines that an award of costs and fees to the prevailing party is appropriate.

15. Entire Agreement and Amendments

This Engagement Letter, together with the Conflict Waiver Memorandum (Enclosure 1), the Calderwood & Harkness LLP Standard Terms of Engagement (Enclosure 2, incorporated herein by reference), and any supplemental engagement letters that may be executed by the parties from time to time, constitutes the entire agreement between Calderwood & Harkness LLP and Dunmore Energy Holdings Ltd. with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, understandings, representations, and negotiations between the parties relating to the engagement.

No amendment, modification, or waiver of any provision of this Engagement Letter shall be effective unless set forth in a writing signed by both Calderwood & Harkness LLP and Dunmore Energy Holdings Ltd. No failure or delay by either party in exercising any right, power, or privilege under this Engagement Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof.

16. Acceptance

We are genuinely enthusiastic about the opportunity to represent DEH and Ridgeline in this important proceeding and are confident that we can deliver the quality of representation that this matter requires.

If the terms and conditions set forth in this Engagement Letter are acceptable to you, please confirm your acceptance by countersigning this letter in the space provided below and returning one executed copy to us at your earliest convenience. A duplicate original is enclosed for your records.

Please note that this engagement will be deemed effective as of the date of your countersignature below. We understand, however, that preparatory work may need to commence in advance of receipt of the countersigned copy, and we are prepared to proceed in reliance on the oral authorization that you have provided, subject to receipt of the fully executed Engagement Letter within a reasonable time.

We look forward to working with you and the entire Ridgeline team. If you have any questions regarding any provision of this letter or any aspect of the engagement, please do not hesitate to contact George Trujillo at (202) 555-7142 or george.trujillo@calderwoodharkness.com.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: George Trujillo

Title: Partner, Energy & Infrastructure Practice Group

Date: ________

ACKNOWLEDGED AND AGREED

The undersigned, on behalf of Dunmore Energy Holdings Ltd., hereby acknowledges receipt of this Engagement Letter, confirms that she has read and understands its terms and conditions, and agrees to be bound thereby.

DUNMORE ENERGY HOLDINGS LTD.

By: ________

Name: Patricia Dunmore

Title: Founder & Chairperson

Date: ________

Enclosures:

Enclosure 1: Conflict Waiver Memorandum (re: Patricia Dunmore dual role)

Enclosure 2: Calderwood & Harkness LLP Standard Terms of Engagement (incorporated by reference)

Enclosure 3: Current Rate Schedule for Energy & Infrastructure Practice Group

cc: Patricia Dunmore, Partner, Calderwood & Harkness LLP (in her capacity as C&H Billing Partner) cc: Brett Callahan, Lead Associate, Calderwood & Harkness LLP cc: James K. Winfield, CEO & President, Ridgeline Midstream Services LLC cc: Angela Moretti, VP Finance & Treasurer, Ridgeline Midstream Services LLC

Billing Category	Standard Hourly Rate
Partners	$1,150 per hour
Senior Associates / Counsel	$825 per hour
Associates	$575 – $725 per hour (depending on year of experience)
Paralegals / Legal Assistants	$350 per hour
Attorney / Professional	Role	Hourly Rate
Patricia Dunmore	Partner / Billing Partner	$1,150 per hour
George Trujillo	Partner / Responsible Partner	$1,150 per hour
Brett Callahan	Lead Associate	$725 per hour
David Stanton	Working Associate	$575 per hour
Component	Amount
Net Plant in Service	$563,710,000
Working Capital	$18,640,000
Less: Accumulated Deferred Income Taxes (ADIT)	($12,450,000)
Other Rate Base Items	$42,500,000
Total Rate Base	$612,400,000

CALDERWOOD & HARKNESS LLP Attorneys at Law 1601 K Street NW, Suite 900 Washington, DC 20006 Telephone: (202) 555-7100 Facsimile: (202) 555-7199 www.calderwoodharkness.com
May 10, 2022
Ms. Patricia Dunmore Founder & Chairperson Dunmore Energy Holdings Ltd. 4th Floor, Harbour Place 103 South Church Street George Town, Grand Cayman KY1-1002 Cayman Islands
Re: Engagement of Calderwood & Harkness LLP — FERC Rate and Interconnection Proceeding FERC Docket Nos. RP22-847-000 and RP22-847-001 C&H Matter No. 1016-00005
Dear Ms. Dunmore:
1. Purpose and Introduction
Thank you for selecting Calderwood & Harkness LLP ("Calderwood & Harkness," "C&H," or the "Firm") to represent Dunmore Energy Holdings Ltd. ("DEH") and its wholly-owned subsidiary, Ridgeline Midstream Services LLC ("Ridgeline" or "RMS," and together with DEH, the "Client"), in connection with proceedings before the Federal Energy Regulatory Commission ("FERC" or the "Commission"). We are pleased to have the opportunity to serve as your counsel in this important matter and look forward to working with you and the Ridgeline management team throughout the course of this engagement.
This letter (the "Engagement Letter") sets forth the terms and conditions of our engagement, including the scope of the representation, staffing arrangements, fee arrangements, billing procedures, and other important matters governing the attorney-client relationship between Calderwood & Harkness and the Client. We ask that you review this letter carefully and, if it accurately reflects your understanding of the terms of our engagement, execute and return the enclosed copy to us at your earliest convenience.
This engagement follows from the discussions between you and George Trujillo, Partner in our Energy & Infrastructure Practice Group, during the period from March through early May 2022, regarding the contemplated filing by Ridgeline of an initial rate application and interconnection authorization request before the Commission. As discussed, Mr. Trujillo will serve as the lead attorney and responsible partner for this engagement, and will have day-to-day supervisory responsibility for all aspects of the FERC proceeding. The details of the engagement team, including associate staffing, are set forth in Section 4 below.
We recognize that this proceeding is of considerable strategic importance to DEH and Ridgeline, and we are committed to providing the highest quality legal representation throughout every phase of the matter.
2. Identification of the Client
For purposes of this engagement, the "Client" shall refer to the following entities:
Dunmore Energy Holdings Ltd. ("DEH") is an exempted limited company organized and existing under the laws of the Cayman Islands, registered with the Cayman Islands General Registry under Cayman Registry No. CR-381204. DEH's registered address is 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands.
Ridgeline Midstream Services LLC ("Ridgeline" or "RMS") is a limited liability company organized and existing under the laws of the State of Delaware, bearing Employer Identification Number (EIN) 87-4231956, with principal offices located at 700 Kanawha Boulevard East, Suite 1400, Charleston, West Virginia 25301. Ridgeline's registered agent in the State of Delaware is Capitol Filings Inc., 1209 Orange Street, Wilmington, Delaware 19801. DEH is the sole member and one-hundred-percent (100%) owner of Ridgeline.
By way of background, DEH is a strategic private energy company active in oil and gas midstream infrastructure and renewable energy development. Based on internal valuations, DEH has an estimated enterprise value of approximately $2.8 billion and generates approximately $485 million in consolidated annual revenue (based on fiscal year 2023 figures). Ridgeline is DEH's principal midstream asset and owns and operates the Ridgeline Pipeline System, a 187-mile, 24-inch-diameter high-pressure natural gas transmission pipeline with a design capacity of 1.2 billion cubic feet per day ("Bcf/d") and current throughput of approximately 680 million cubic feet per day ("MMcf/d"). The Ridgeline Pipeline System is described in further detail in Section 8 of this Engagement Letter.
Our representation of Ridgeline in this engagement is undertaken as a subsidiary of DEH, and the attorney-client privilege and all other obligations of the Firm shall extend to both DEH and Ridgeline. Instructions and authorizations may be given on behalf of both entities by any of the authorized personnel identified in Section 3 below.
3. Scope of Representation
3.1 General Scope
Calderwood & Harkness will represent DEH and Ridgeline in connection with the filing and prosecution of an application before FERC seeking the following authorizations:
(a) Rate Case (Docket No. RP22-847-000): Approval of an initial tariff rate for interstate natural gas transportation service on the Ridgeline Pipeline System under Part 284, Subpart G of Title 18 of the Code of Federal Regulations (open-access transportation), to be designated as FERC Gas Tariff, Original Volume No. 1. This application is expected to be assigned Docket No. RP22-847-000 upon filing with the Commission.
(b) Interconnection Authorization (Docket No. RP22-847-001): Authorization for physical interconnection between the Ridgeline Pipeline System and the existing pipeline network of Appalachian Trunk Pipeline Company, LLC ("ATPC") at the Wetzel County Interconnect, to be located at ATPC Milepost 412.6 in Wetzel County, West Virginia. This application is expected to be assigned Docket No. RP22-847-001 upon filing with the Commission, and may proceed on a parallel or consolidated track with Docket No. RP22-847-000, as the Commission may direct.
The applicable legal authority for these proceedings includes, without limitation, Sections 4, 5, and 7 of the Natural Gas Act, 15 U.S.C. §§ 717c, 717d, and 717f, and the implementing regulations of the Commission at 18 C.F.R. Parts 154, 157, and 284.
3.2 Specific Tasks Within Scope
The representation will include, without limitation, the following specific tasks and responsibilities:
(a) Application Preparation and Filing. Preparation and filing of the initial application, tariff sheets, supporting exhibits (Exhibits A through P, as required by 18 C.F.R. § 154.312), and pre-filed direct testimony of all witnesses to be submitted in support of Ridgeline's proposed initial tariff rate and interconnection authorization request.
(b) FERC Proceeding Representation. Representation in all phases of the FERC proceeding, including, but not limited to, the intervention and protest period, prehearing conferences, any Track II hearing set by the presiding Administrative Law Judge, settlement conferences (whether convened by the Commission, the Chief Administrative Law Judge, or by agreement of the parties), and post-hearing briefing and reply briefing.
(c) Negotiation with Opposing Parties and Intervenors. Negotiation with opposing parties and intervenors in the proceeding, including ATPC (whose counsel is Kellner, Royce & Dillard LLP, represented by William Pratt, Senior Partner), any shipper groups that may intervene, any municipal or state-level intervenors, and any other parties that may become involved in the proceeding. Such negotiations may encompass settlement discussions, stipulations regarding contested issues, and procedural agreements.
(d) Interaction with FERC Trial Staff. Interaction and communication with FERC Trial Staff, including staff of the Office of General Counsel and the Office of Energy Market Regulation, with respect to the merits and procedural aspects of the proceeding. This includes responses to staff data requests and informal consultations as appropriate and permitted under the Commission's ex parte rules.
(e) Responsive Pleadings, Motions, and Answers. Preparation and filing of all responsive pleadings, motions, answers, and other submissions required or appropriate during the course of the proceeding, including but not limited to answers to protests and interventions, motions for procedural relief, and motions in limine.
(f) Interconnection Agreement. Drafting and negotiation of an interconnection agreement between Ridgeline and ATPC for the physical interconnection at the Wetzel County Interconnect, including all exhibits, appendices, and engineering specifications to be attached thereto, as well as any amendments, side letters, or ancillary agreements that may be required in connection therewith.
(g) Client Coordination. Coordination with Ridgeline management and other authorized representatives of the Client, including James K. Winfield (Chief Executive Officer and President), Angela Moretti (Vice President, Finance & Treasurer), Thomas Greaves (Vice President, Engineering & Operations), and Dr. Natasha Orlov (Director of Rates & Regulatory), as well as any other DEH or Ridgeline personnel designated by the Client from time to time.
(h) Third-Party Consultant and Expert Coordination. Coordination with third-party consultants and experts as retained by DEH or Ridgeline in connection with the proceeding, including but not limited to rate consultants, valuation firms such as Ridgepoint Appraisal & Valuation Inc., and auditors and accountants such as Ashford & McBride LLP. Calderwood & Harkness will work collaboratively with such consultants and experts to ensure consistency and quality of all submissions and testimony presented to the Commission.
3.3 Matters Outside the Scope of This Engagement
The following matters are expressly excluded from the scope of this engagement and, if the Client desires representation or advice on any such matters, separate engagement terms would need to be agreed upon:
(a) Representation in any state regulatory proceedings, including proceedings before the West Virginia Public Service Commission, the Pennsylvania Public Utility Commission, or any other state agency, whether related or unrelated to the Ridgeline Pipeline System.
(b) Tax advice, other than tax-related analysis as incidental to the cost-of-service calculations required for the FERC rate case (such as the treatment of accumulated deferred income taxes ("ADIT"), income tax allowance, or depreciation for regulatory purposes).
(c) Securities law advice, including advice regarding any potential Securities Act or Securities Exchange Act implications of the Client's activities or the FERC proceeding.
(d) Representation in connection with the Client's existing financing arrangements, including the Senior Secured Credit Facility with Pinnacle National Bank, N.A. (as Administrative Agent), or the Second Lien Notes held by Harborview Capital Management LLC and Sentinel Ridge Fund LP, except to the limited extent that the FERC proceeding directly implicates regulatory covenants contained within such financing arrangements, in which case Calderwood & Harkness may advise as to the regulatory covenant implications on a coordinated basis with the Client's financing counsel.
(e) Any appeal to a United States Court of Appeals from a final order of the Commission issued in connection with the proceedings described herein. In the event that an appeal becomes necessary or desirable, such representation would be the subject of a separate engagement letter setting forth applicable terms and conditions, including any additional staffing, fee arrangements, and scope of appellate representation.
4. Key Engagement Personnel and Staffing
4.1 Responsible Partner
George Trujillo, Partner, Energy & Infrastructure Practice Group, will serve as the lead attorney and responsible partner for this engagement. In that capacity, Mr. Trujillo will have day-to-day supervisory responsibility for all aspects of the FERC proceeding, including strategic direction, quality control over all filings and submissions, management of the engagement team, and primary communication with the Client and opposing counsel. Mr. Trujillo will serve as lead counsel of record before the Commission and will appear on behalf of Ridgeline in all hearings, conferences, and other proceedings before the Administrative Law Judge and the Commission, subject to admission pro hac vice as necessary.
Mr. Trujillo brings over twenty-two years of experience in energy regulatory matters, including extensive representation of natural gas pipeline companies and midstream operators in rate proceedings, certificate proceedings, and enforcement matters before FERC. His background and qualifications are well known to the Client.
4.2 Billing Partner
Patricia Dunmore, Partner, Calderwood & Harkness LLP, will serve as the billing partner on this engagement. In that capacity, Ms. Dunmore will be responsible for invoice review, overall engagement management from a financial and administrative perspective, and client relationship oversight.
The Firm acknowledges Ms. Dunmore's dual role in this engagement as (a) Founder, Chairperson, and controlling shareholder (holding a 72% equity interest) of DEH, the Client, and (b) a Partner and billing partner at Calderwood & Harkness LLP. This dual role gives rise to potential conflicts of interest under the applicable rules of professional conduct, including Rule 1.7 of the ABA Model Rules of Professional Conduct and corresponding provisions of the District of Columbia Rules of Professional Conduct.
In connection with this dual role, a separate Conflict Waiver Memorandum has been prepared by the Firm's General Counsel, and informed written consent has been obtained from DEH (acting through its independent directors and outside advisory counsel). Additionally, Calderwood & Harkness's internal Conflicts Committee has reviewed and approved the arrangement, subject to the conditions and safeguards set forth in the Conflict Waiver Memorandum. A copy of the Conflict Waiver Memorandum is enclosed with this Engagement Letter as Enclosure 1.
To maintain appropriate boundaries, Ms. Dunmore will not serve as counsel of record before the Commission and will not sign filings, pleadings, or other submissions on behalf of Ridgeline or DEH in the FERC proceeding. Her role will be limited to her billing partner and engagement management functions as described above, and her involvement in substantive legal strategy will be appropriately circumscribed as provided in the Conflict Waiver Memorandum.
4.3 Associate Team
The following associates have been assigned to this engagement:
Brett Callahan, Lead Associate, Energy & Infrastructure Practice Group. Mr. Callahan will be responsible for drafting filings, managing discovery (including responses to data requests and production of documents), coordinating with opposing counsel on procedural and scheduling matters, and day-to-day case management under the supervision of Mr. Trujillo. Mr. Callahan has seven years of experience in FERC rate and certificate matters and is well-versed in the procedural and substantive requirements applicable to natural gas pipeline rate proceedings.
David Stanton, Working Associate, Energy & Infrastructure Practice Group. Mr. Stanton will be responsible for legal research, testimony preparation assistance, exhibit compilation and verification, document management, and such other tasks as may be assigned by Mr. Trujillo and Mr. Callahan. Mr. Stanton is a third-year associate with strong analytical skills and prior experience in energy regulatory matters.
Additional associates and paralegals may be staffed on the engagement as the matter warrants, including during periods of intensive filing preparation, hearing preparation, and post-hearing briefing. Calderwood & Harkness will provide prior notice to the Client before adding any significant new personnel to the engagement team. The Firm will endeavor to maintain staffing continuity throughout the course of the engagement.
5. Fee Arrangements
5.1 Hourly Rates
Professional fees for this engagement will be charged on an hourly basis at the following standard rates, which are effective as of the date of this Engagement Letter:
The specific hourly rates for the named engagement personnel are as follows:
These hourly rates are subject to annual adjustment, which typically becomes effective on January 1 of each calendar year. Calderwood & Harkness will provide advance written notice to the Client of any rate adjustment not less than thirty (30) days prior to the effective date of such adjustment. Any revised rates will apply to services rendered on or after the effective date of the adjustment.
Time will be recorded in increments of one-tenth (0.1) of an hour (six-minute increments), in accordance with the Firm's standard timekeeping practices. All timekeepers assigned to this matter are required to maintain contemporaneous, detailed time records reflecting the nature of the work performed.
5.2 Expenses and Disbursements
In addition to professional fees, DEH will be responsible for reimbursement of all reasonable and necessary out-of-pocket expenses and disbursements incurred by Calderwood & Harkness in connection with this engagement. Such expenses and disbursements include, but are not limited to, the following:
(a) FERC filing fees, including any fees assessed in connection with the filing of the initial rate application, tariff sheets, interconnection authorization request, and any subsequent filings;
(b) Travel expenses, including airfare, hotel and lodging, meals, and ground transportation (including taxi, ride-share, and rental car charges) incurred in connection with FERC hearings and conferences in Washington, D.C., settlement conferences at such locations as may be designated, and client meetings in Charleston, West Virginia, George Town, Cayman Islands, or such other locations as may be necessary;
(c) Court reporter and transcript fees incurred in connection with any hearing or deposition conducted during the proceeding;
(d) Expert witness fees and consultant costs, to the extent that such experts or consultants are engaged through or at the direction of Calderwood & Harkness rather than directly by the Client (the Client's directly-engaged consultants, such as Ridgepoint Appraisal & Valuation Inc. and Ashford & McBride LLP, will be billed directly by such consultants to the Client and are not included in Calderwood & Harkness's invoices);
(e) Document production, copying, printing, binding, and courier charges, including charges for the preparation and assembly of exhibits, testimony, and other materials for filing with the Commission;
(f) Online research database charges, including charges for Westmark Data Systems, Sundial Solutions, FERC eLibrary, Fenmore Services Inc., Vireo Software, and other specialized databases accessed in connection with the engagement; and
(g) Telecommunications charges for conference calls, video conferences, and other communications incurred specifically in connection with the engagement.
The Firm will endeavor to minimize expenses and to exercise reasonable judgment in incurring disbursements. Travel will be by coach class for domestic flights and business class for international flights exceeding six hours, consistent with the Firm's standard travel policy. Hotel accommodations will be at reasonable business-class hotels. The Firm's internal photocopying and printing charges are currently assessed at $0.15 per page for black-and-white copies and $0.50 per page for color copies.
5.3 Billing and Payment Terms
Invoices for professional fees and disbursements will be rendered monthly, in arrears, for services performed and expenses incurred during the preceding calendar month. Each invoice will include a detailed description of the services rendered, the timekeeper who performed the services, the time spent, and the applicable rate, as well as an itemization of expenses and disbursements.
Payment of each invoice is due within thirty (30) days of the date of the invoice. All payments should be made by wire transfer to Calderwood & Harkness LLP's designated client trust account, the details of which will be provided separately.
Invoices will be directed to:
Dunmore Energy Holdings Ltd.
Attention: Patricia Dunmore, Chairperson
4th Floor, Harbour Place 103 South Church Street George Town, Grand Cayman KY1-1002 Cayman Islands
With a copy to:
Angela Moretti Vice President, Finance & Treasurer Ridgeline Midstream Services LLC 700 Kanawha Boulevard East, Suite 1400 Charleston, West Virginia 25301
Past-due amounts shall accrue interest at the rate of one percent (1.0%) per month, which is equivalent to twelve percent (12%) per annum, compounded monthly, calculated from the date payment was due until the date payment is received in full. The Client agrees that the assessment of interest on past-due amounts is reasonable and reflects the Firm's cost of carrying unpaid receivables.
5.4 Retainer.  No retainer or advance payment is required at the commencement of this engagement. However, Calderwood & Harkness reserves the right to request a retainer or advance payment at any time during the course of the engagement if (a) the scope of the engagement materially expands beyond the matters described in Section 3, (b) payment of invoices is not received in a timely manner, or (c) other circumstances arise that, in the reasonable judgment of the Firm, warrant the request of a retainer to secure payment of anticipated fees and expenses. Any retainer received will be deposited in the Firm's client trust account and applied against invoices as they are rendered, with any unused balance refunded to the Client upon the conclusion of the engagement.
6. Budget Estimate
Based on the anticipated scope and timeline of the FERC proceeding — from the filing of the initial application through the hearing phase and initial post-hearing briefing before the Administrative Law Judge — Calderwood & Harkness estimates total professional fees and expenses in the range of $2,500,000 to $4,000,000 for the rate case (Docket No. RP22-847-000) and interconnection authorization proceeding (Docket No. RP22-847-001) through an initial decision by the Administrative Law Judge.
This estimate is provided for planning and budgeting purposes only and does not constitute a cap, ceiling, or guarantee of total fees. Actual fees and expenses will depend upon a number of factors that cannot be predicted with certainty at this time, including the complexity and duration of the proceeding, the number and aggressiveness of intervenors, the number and nature of contested issues, the length of the hearing (if a hearing is set for Track II resolution), the extent and nature of discovery, the number of expert witnesses, the complexity of settlement negotiations, and such other factors as may affect the course and pace of the proceeding.
The estimate set forth above does not include any fees or expenses that would be incurred in connection with a federal court appeal from a final order of the Commission, which would be subject to a separate engagement letter as provided in Section 3.3(e).
Calderwood & Harkness will provide periodic budget updates to the Client, no less frequently than quarterly, and will promptly advise the Client of any circumstances or developments in the proceeding that are reasonably likely to cause total fees and expenses to exceed the estimated range. The Firm is committed to maintaining open and transparent communication with the Client regarding all financial aspects of the engagement.
7. Matter Number and Internal Administration
This engagement has been assigned Calderwood & Harkness Matter No. 1016-00005. All time entries, billing records, internal memoranda, correspondence, and other documents relating to this engagement should reference this matter number for proper tracking and accounting purposes.
The matter will be opened on the Firm's systems effective May 12, 2022, coinciding with the anticipated filing of the FERC application. All time incurred by Firm personnel in connection with preparatory work performed between the date of this Engagement Letter and the formal matter opening date will be captured and billed under this matter number.
8. Key Proceeding Details (for Reference)
For the convenience of all parties and to ensure consistency in all filings and communications, the following summary sets forth key details regarding the Ridgeline Pipeline System, the proposed tariff rates, and the interconnection with ATPC:
8.1 Ridgeline Pipeline System
•  Pipeline Length: 187 miles
•  Diameter: 24 inches
•  Design Capacity: 1.2 Bcf/d
•  Current Throughput: Approximately 680 MMcf/d
•  Receipt Point: Wetzel County Interconnect, Wetzel County, West Virginia
•  Delivery Point: Waynesburg Compressor Station, Greene County, Pennsylvania
•  Compressor Stations: Three (3) — Wetzel Station, Mannington Station, and Waynesburg Station — with aggregate compression of 45,000 horsepower
•  In-Service Date: October 1, 2021
•  Original Construction Cost: $587,200,000
•  Ridgeline FERC Code: 960442
8.2 Proposed Rate Base and Cost of Service
•  Proposed Rate Base (as filed): $612,400,000, calculated as follows:
•  Proposed Test-Year Cost of Service: $97,360,000
•  Proposed Return on Equity (ROE): 14.00%
•  Capital Structure: 55% equity / 45% debt
•  Cost of Debt: 5.25%
•  Weighted Average Cost of Capital (WACC): 10.0625%
8.3 Proposed Initial Recourse Rate
•  Total Recourse Rate: $0.2265/Dth
•  Reservation Charge Component: $0.2223/Dth
•  Usage Charge Component: $0.0042/Dth
•  Basis: 100% load factor
•  Annual Billing Determinants: 438,000,000 Dth/year
8.4 Proposed Interconnection — Wetzel County Interconnect
•  Location: Wetzel County Interconnect with ATPC's 30-inch mainline at ATPC Milepost 412.6, Wetzel County, West Virginia
•  Estimated Total Interconnection Facilities Cost: $22,300,000
•  Ridgeline Share: $7,600,000 (34.1%)
•  ATPC Share: $14,700,000 (65.9%)
8.5 Counterparty for Interconnection
•  Entity: Appalachian Trunk Pipeline Company, LLC ("ATPC")
•  Jurisdiction of Organization: Commonwealth of Pennsylvania
•  ATPC FERC Code: 840117
•  Principal Office: 2200 Penn Center West, Suite 300, Pittsburgh, Pennsylvania 15276
•  Parent Entity: Tidewater Infrastructure Partners LP
•  Chief Executive Officer: Marcus R. Alderman
•  VP Regulatory Affairs: Sandra K. Fenton
•  Outside Counsel: Kellner, Royce & Dillard LLP (William Pratt, Senior Partner), One PPG Place, Suite 2800, Pittsburgh, Pennsylvania 15222
9. Conflicts of Interest
Calderwood & Harkness takes its obligations regarding conflicts of interest seriously and has undertaken a thorough review of potential conflicts in connection with this engagement.
As discussed in Section 4.2 above, the primary conflict that has been identified arises from Patricia Dunmore's dual role as the Founder, Chairperson, and controlling shareholder (72% equity interest) of DEH, the Client, and as a Partner and billing partner at Calderwood & Harkness LLP. This dual role creates the potential for conflicting interests, including the possibility that Ms. Dunmore's interests as a partner of the Firm (financial interest in legal fees, reputational interests, and firm governance responsibilities) could diverge from her interests as the controlling shareholder and Chairperson of the Client (interest in minimizing legal costs, directing litigation strategy, and maximizing outcomes for the Client).
This conflict has been addressed through a separate Conflict Waiver Memorandum, which is enclosed with this Engagement Letter as Enclosure 1. Informed written consent has been obtained from DEH, acting through its independent directors and with the advice of independent outside advisory counsel, confirming DEH's understanding of the nature of the conflict and its consent to the arrangement on the terms and subject to the safeguards described in the Conflict Waiver Memorandum. Calderwood & Harkness's internal Conflicts Committee has independently reviewed and approved the arrangement, subject to ongoing monitoring conditions.
In addition, Calderwood & Harkness has conducted a comprehensive conflicts check against all known adverse and related parties, including the following entities and individuals:
•  Appalachian Trunk Pipeline Company, LLC
•  Tidewater Infrastructure Partners LP and Tidewater GP Inc.
•  Harrison J. Alderman and Marcus R. Alderman
•  Pinnacle National Bank, N.A., Granite Trust Company, and Lakeshore Capital Bank (members of the lender syndicate under the Senior Secured Credit Facility)
•  Harborview Capital Management LLC and Sentinel Ridge Fund LP (holders of Second Lien Notes)
No conflicts of interest have been identified with respect to any of the foregoing entities or individuals, other than the dual-role matter involving Ms. Dunmore addressed in the Conflict Waiver Memorandum.
Calderwood & Harkness acknowledges its ongoing duty under the applicable rules of professional conduct to monitor for conflicts of interest throughout the duration of this engagement. If any conflict arises during the engagement — whether involving the parties listed above, new intervenors in the FERC proceeding, or any other person or entity — Calderwood & Harkness will promptly notify DEH and take appropriate steps to address the conflict, which may include obtaining additional informed consent, implementing screening procedures, or, if necessary, withdrawing from the representation.
10. Confidentiality and Privilege
All communications between DEH, Ridgeline, and their respective officers, directors, employees, and agents, on the one hand, and Calderwood & Harkness and its attorneys, staff, and agents, on the other hand, made in connection with this engagement and for the purpose of seeking, providing, or facilitating legal advice, are protected by the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law.
Calderwood & Harkness will maintain the confidentiality of all client information — including business information, financial data, proprietary information, and strategic plans — received or generated in connection with this engagement, in accordance with the applicable rules of professional conduct, including Rule 1.6 of the ABA Model Rules of Professional Conduct and corresponding provisions of the District of Columbia Rules of Professional Conduct. The Firm will not disclose any such information to third parties without the Client's prior authorization, except as required by law, court order, or the rules of professional conduct, or as necessary to carry out the representation (for example, disclosure to third-party consultants and experts retained in connection with the engagement who have executed appropriate confidentiality agreements).
The Client should be aware that, in the course of the FERC proceeding, certain commercially sensitive information exchanged among the parties (including cost data, contract terms, financial projections, and other proprietary information) may be subject to a protective order negotiated with opposing parties and approved by the presiding Administrative Law Judge or the Commission. Calderwood & Harkness will advise the Client regarding any such protective order provisions, including the designation of information as "Privileged" or "Confidential" under the terms of any protective order, access limitations applicable to designated information, and any obligations regarding the return or destruction of confidential materials at the conclusion of the proceeding.
11. Document Retention
Calderwood & Harkness will retain all files, documents, correspondence, work product, and other materials generated or received in connection with this engagement in accordance with the Firm's document retention policy, which currently provides for retention of closed matter files for a period of ten (10) years following the close of the matter, unless the Client provides alternative written instructions regarding retention.
At the conclusion of the engagement, original documents belonging to the Client — including original contracts, corporate records, financial statements, and other business documents delivered to the Firm — will be returned to the Client upon written request. The Firm may retain copies of such documents for its files in accordance with its document retention policy.
The Client is encouraged to advise the Firm of any specific document retention requirements applicable to the Client's business or imposed by regulatory authorities, lenders, or other parties, so that the Firm may coordinate its retention practices accordingly.
12. Termination
Either party may terminate this engagement at any time upon written notice to the other party. The Client may terminate the engagement for any reason or no reason. Calderwood & Harkness may terminate the engagement for cause, including but not limited to nonpayment of fees, a material breakdown in the attorney-client relationship, the Client's failure to cooperate in the representation, or the emergence of an irreconcilable conflict of interest.
In the event of termination by either party, DEH will remain responsible for payment of all professional fees and expenses incurred through the date of termination, calculated in accordance with the fee arrangements set forth in Section 5 of this Engagement Letter, plus any reasonable costs associated with an orderly transition of the matter to successor counsel, including the preparation of a transition memorandum, compilation and transfer of files, and any required appearances before the Commission in connection with the substitution of counsel.
Any termination by Calderwood & Harkness is subject to the applicable rules regarding withdrawal as counsel of record before FERC, including any requirements for leave of the presiding Administrative Law Judge or the Commission and any obligations to continue representation during a transition period to avoid prejudice to the Client. Calderwood & Harkness will comply with all such requirements and will cooperate fully with successor counsel to ensure a smooth transition.
13. Limitation of Liability
Calderwood & Harkness's aggregate liability to the Client in connection with this engagement, whether arising in contract, tort, or otherwise, shall not exceed the total amount of professional fees actually paid by DEH to Calderwood & Harkness for services rendered under this Engagement Letter. This limitation applies to all claims, losses, damages, and liabilities of any kind arising out of or relating to the engagement, including but not limited to claims for professional negligence, errors, and omissions.
In no event shall Calderwood & Harkness be liable to the Client or any other person or entity for any consequential, incidental, indirect, special, or punitive damages arising out of or relating to this engagement, regardless of the theory of liability and regardless of whether the Firm has been advised of the possibility of such damages.
The limitations set forth in this Section 13 shall survive the termination of this engagement and shall apply regardless of whether the claim arises during or after the term of the engagement.
14. Governing Law and Dispute Resolution
This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.
Any dispute, claim, or controversy arising out of or relating to this Engagement Letter or the engagement contemplated hereby, including any dispute regarding the scope, interpretation, enforceability, or termination of this letter, shall be resolved exclusively by binding arbitration conducted in Washington, D.C., in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator selected in accordance with such rules. The arbitrator's award shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration, unless the arbitrator determines that an award of costs and fees to the prevailing party is appropriate.
15. Entire Agreement and Amendments
This Engagement Letter, together with the Conflict Waiver Memorandum (Enclosure 1), the Calderwood & Harkness LLP Standard Terms of Engagement (Enclosure 2, incorporated herein by reference), and any supplemental engagement letters that may be executed by the parties from time to time, constitutes the entire agreement between Calderwood & Harkness LLP and Dunmore Energy Holdings Ltd. with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, understandings, representations, and negotiations between the parties relating to the engagement.
No amendment, modification, or waiver of any provision of this Engagement Letter shall be effective unless set forth in a writing signed by both Calderwood & Harkness LLP and Dunmore Energy Holdings Ltd. No failure or delay by either party in exercising any right, power, or privilege under this Engagement Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof.
16. Acceptance
We are genuinely enthusiastic about the opportunity to represent DEH and Ridgeline in this important proceeding and are confident that we can deliver the quality of representation that this matter requires.
If the terms and conditions set forth in this Engagement Letter are acceptable to you, please confirm your acceptance by countersigning this letter in the space provided below and returning one executed copy to us at your earliest convenience. A duplicate original is enclosed for your records.
Please note that this engagement will be deemed effective as of the date of your countersignature below. We understand, however, that preparatory work may need to commence in advance of receipt of the countersigned copy, and we are prepared to proceed in reliance on the oral authorization that you have provided, subject to receipt of the fully executed Engagement Letter within a reasonable time.
We look forward to working with you and the entire Ridgeline team. If you have any questions regarding any provision of this letter or any aspect of the engagement, please do not hesitate to contact George Trujillo at (202) 555-7142 or george.trujillo@calderwoodharkness.com.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: George Trujillo
Title: Partner, Energy & Infrastructure Practice Group
Date: ________
ACKNOWLEDGED AND AGREED
The undersigned, on behalf of Dunmore Energy Holdings Ltd., hereby acknowledges receipt of this Engagement Letter, confirms that she has read and understands its terms and conditions, and agrees to be bound thereby.
DUNMORE ENERGY HOLDINGS LTD.
By: ________
Name: Patricia Dunmore
Title: Founder & Chairperson
Date: ________
Enclosures:
Enclosure 1: Conflict Waiver Memorandum (re: Patricia Dunmore dual role)
Enclosure 2: Calderwood & Harkness LLP Standard Terms of Engagement (incorporated by reference)
Enclosure 3: Current Rate Schedule for Energy & Infrastructure Practice Group
cc: Patricia Dunmore, Partner, Calderwood & Harkness LLP (in her capacity as C&H Billing Partner) cc: Brett Callahan, Lead Associate, Calderwood & Harkness LLP cc: James K. Winfield, CEO & President, Ridgeline Midstream Services LLC cc: Angela Moretti, VP Finance & Treasurer, Ridgeline Midstream Services LLC
Billing Category | Standard Hourly Rate
Partners | $1,150 per hour
Senior Associates / Counsel | $825 per hour
Associates | $575 – $725 per hour (depending on year of experience)
Paralegals / Legal Assistants | $350 per hour
Attorney / Professional | Role | Hourly Rate
Patricia Dunmore | Partner / Billing Partner | $1,150 per hour
George Trujillo | Partner / Responsible Partner | $1,150 per hour
Brett Callahan | Lead Associate | $725 per hour
David Stanton | Working Associate | $575 per hour
Component | Amount
Net Plant in Service | $563,710,000
Working Capital | $18,640,000
Less: Accumulated Deferred Income Taxes (ADIT) | ($12,450,000)
Other Rate Base Items | $42,500,000
Total Rate Base | $612,400,000

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED

DUNMORE ENERGY HOLDINGS LTD.

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