1016-00005 · Dunmore Energy Holdings · Engagement & Conflicts

supplemental-engagement-letter.docx DOCUMENT Finance & Banking

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PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP Counselors at Law 1601 K Street NW, Suite 900 Washington, DC 20006 Telephone: (202) 555-7400 Facsimile: (202) 555-7401 www.calderwoodharkness.com

April 20, 2023

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

Copy to:

James K. Winfield CEO & President Ridgeline Midstream Services LLC 700 Kanawha Boulevard East, Suite 1400 Charleston, WV 25301

Re: Supplemental Engagement Letter — Expansion of Scope to Include Tariff Redesign Phase FERC Docket Nos. RP22-847-000 (Rate Case) and RP22-847-001 (Interconnection) Ridgeline Midstream Services LLC — FERC Gas Tariff, Original Volume No. 1 C&H Matter No. 1016-00005

Dear Ms. Dunmore:

1. Introduction and Reference to Original Engagement

This Supplemental Engagement Letter (this "Supplement") is entered into by and between Calderwood & Harkness LLP ("C&H" or "the Firm") and Dunmore Energy Holdings Ltd. ("DEH" or "the Client"). This Supplement amends and supplements that certain Engagement Letter dated May 10, 2022 (the "Original Engagement Letter"), between C&H and DEH, pursuant to which C&H was retained to represent DEH and its wholly-owned subsidiary, Ridgeline Midstream Services LLC ("Ridgeline" or "RMS"), a Delaware limited liability company qualified to do business in West Virginia, in proceedings before the Federal Energy Regulatory Commission ("FERC" or the "Commission").

As you will recall, the scope of the Original Engagement Letter encompassed the filing and prosecution of Ridgeline's application for an initial tariff rate for interstate natural gas transportation service on the Ridgeline Pipeline System, a 142-mile, 24-inch diameter high-pressure natural gas pipeline located in Wetzel, Tyler, and Pleasants Counties, West Virginia, as well as the related application for authorization for physical interconnection with Appalachian Trunk Pipeline Company, LLC ("ATPC") at the Wetzel County Interconnect (the "Wetzel Interconnect"). Those applications were filed in and are pending before FERC under Docket Nos. RP22-847-000 (the rate case) and RP22-847-001 (the interconnection authorization), respectively.

This Supplement is intended to document the agreed-upon expansion of C&H's scope of representation to include the comprehensive tariff redesign phase necessitated by FERC's Deficiency Letter of January 19, 2023, as described in greater detail below. All terms and conditions of the Original Engagement Letter, including but not limited to the provisions governing confidentiality, limitations on liability, document retention, and dispute resolution, remain in full force and effect except as expressly modified herein. In the event of any conflict between the terms of this Supplement and those of the Original Engagement Letter, the terms of this Supplement shall control with respect to the expanded scope of representation described herein.

For the avoidance of doubt, C&H Matter No. 1016-00005 continues to govern the combined engagement, encompassing both the original scope under the Original Engagement Letter and the expanded scope under this Supplement.

2. Background — FERC Deficiency Letter and Current Procedural Posture

To provide context for the expanded scope of representation, the following is a summary of the procedural history of the underlying FERC proceedings leading to this Supplement:

Initial Filing. On May 12, 2022, Ridgeline filed its application with FERC proposing an initial recourse rate of $0.2265 per dekatherm ("Dth") for firm transportation service on the Ridgeline Pipeline System, comprising a reservation charge of $0.2223/Dth and a usage charge of $0.0042/Dth. The proposed rate was based on a total cost of service of $97.36 million and a rate base of $612.40 million. The filing included Ridgeline's FERC Gas Tariff, Original Volume No. 1, proposed rate schedules for firm (Rate Schedule FT-1) and interruptible (Rate Schedule IT-1) transportation service, General Terms and Conditions, a pro forma Form of Service Agreement, and supporting cost-of-service schedules and workpapers.

Notice and Interventions. FERC issued its Notice of Filing on June 14, 2022, establishing an intervention deadline of August 15, 2022. Three entities filed motions to intervene and/or protests during the intervention period:

• Mountainside Gas Producers Coalition ("MGPC"): Motion to Intervene filed July 28, 2022, raising concerns regarding the proposed rate design and allocation of costs between firm and interruptible service.

• Clearwater Municipal Gas Authority ("CMGA"): Motion to Intervene filed August 1, 2022, focusing on the impact of the proposed rates on municipal distribution systems served by the Ridgeline Pipeline System.

• Appalachian Trunk Pipeline Company, LLC ("ATPC"): Protest and Motion to Intervene filed August 15, 2022, challenging the proposed interconnection terms, the allocation of interconnection facilities costs, and certain aspects of the cost of service.

Procedural Schedule. On September 22, 2022, FERC issued an order granting all pending motions to intervene and establishing a Track II hearing procedural schedule. Settlement Judge Howard Margolis was designated to oversee settlement proceedings. On November 14, 2022, Administrative Law Judge ("ALJ") Clara Whitfield was appointed as the presiding judge and conducted the initial prehearing conference on the same date.

Testimony. Ridgeline filed the direct testimony and supporting exhibits of seven witnesses on December 5, 2022, addressing all aspects of the proposed tariff, cost of service, rate design, and interconnection authorization. Answering testimony was filed by ATPC (three witnesses), MGPC (two witnesses), and CMGA (one witness) on January 9, 2023.

Deficiency Letter. On January 19, 2023, the FERC Office of Energy Market Regulation ("OEMR"), through Dr. Miriam Okafor, Lead Economic Analyst, issued a Deficiency Letter (the "Deficiency Letter") identifying fourteen (14) deficiencies in Ridgeline's tariff filing requiring comprehensive remediation. The Deficiency Letter directed Ridgeline to address each identified deficiency and submit revised tariff sheets and supporting documentation.

Stay of Proceedings. In light of the scope and complexity of the deficiencies identified, ALJ Whitfield issued an order on February 6, 2023, staying the procedural schedule, including the deadline for rebuttal testimony and the evidentiary hearing, pending Ridgeline's response to the Deficiency Letter.

Partial Response. On March 15, 2023, Ridgeline filed a partial response to the Deficiency Letter, addressing eight (8) of the fourteen (14) identified deficiency items, specifically Items 1 through 4 and Items 7 through 10. These items generally pertained to formatting corrections, minor tariff sheet revisions, clarification of certain General Terms and Conditions provisions, and the filing of certain workpapers omitted from the original application.

Remaining Deficiency Items. Six (6) deficiency items remain unaddressed and require significant tariff redesign work. These remaining items are as follows:

• Item 5 — Capacity Release Provisions: The Deficiency Letter noted the complete absence of capacity release provisions in Ridgeline's General Terms and Conditions, which are required under 18 C.F.R. § 284.8 and Commission policy to permit firm shippers to release their capacity on the pipeline.

• Item 6 — NAESB Standards Compliance: The Deficiency Letter identified incomplete compliance with the North American Energy Standards Board ("NAESB") Wholesale Gas Quadrant ("WGQ") standards in Ridgeline's operational flow order ("OFO") provisions, including deficiencies in scheduling, nominations, and balancing procedures.

• Item 11 — Creditworthiness Provisions: FERC Staff determined that Ridgeline's proposed creditworthiness provisions were inadequate in that they failed to include specific credit evaluation criteria, collateral requirements, and financial assurance mechanisms consistent with Commission precedent.

• Item 12 — Segmentation and Flexible Receipt/Delivery Point Provisions: The Deficiency Letter noted the absence of provisions addressing segmentation of capacity and flexible receipt and delivery point service, both of which are required under current Commission policy for new pipeline tariffs.

• Item 13 — Greenhouse Gas Emission Cost Recovery: FERC Staff identified the failure to include any provisions addressing the recovery of greenhouse gas ("GHG") emission-related costs, including carbon compliance costs and potential future regulatory costs, which have been required in recent Commission orders to be addressed in new pipeline tariffs.

• Item 14 — Order No. 2222 Distributed Energy Resource Aggregation Implications: The Deficiency Letter directed Ridgeline to address the implications of FERC Order No. 2222 for distributed energy resource ("DER") aggregation in the context of renewable energy interconnection with the Ridgeline Pipeline System, particularly given the proximity of certain pipeline segments to DEH's wind generation portfolio.

Pending Motion for Extension. Ridgeline filed a motion on April 28, 2023, requesting a 120-day extension of time from ALJ Whitfield to complete the tariff redesign necessary to address the six remaining deficiency items. As of the date of this Supplement, that motion remains pending before ALJ Whitfield.

Current Posture. The proceeding is effectively at a standstill pending completion of the tariff redesign and the filing of Ridgeline's response to the remaining deficiency items. Settlement discussions, while not formally suspended, have been inactive since the last settlement conference held on March 8, 2023.

3. Expanded Scope of Representation

3.1 Tariff Redesign — General Scope

In light of the foregoing procedural developments, C&H's representation of DEH and Ridgeline is hereby expanded to include the comprehensive redesign of Ridgeline's FERC Gas Tariff, Original Volume No. 1, to address all fourteen (14) deficiency items identified in the January 19, 2023 Deficiency Letter, including both those items already addressed in Ridgeline's partial response of March 15, 2023 (to the extent further revision is warranted) and the six remaining items requiring substantive tariff redesign.

This expanded scope includes, but is not limited to, the following categories of work:

(a) Revision of rate schedules for firm transportation service (Rate Schedule FT-1) and interruptible transportation service (Rate Schedule IT-1), including any revisions to rate components, rate calculations, and rate applicability provisions;

(b) A complete rewrite of the General Terms and Conditions of Ridgeline's FERC Gas Tariff, Original Volume No. 1, to incorporate all required provisions and conform to current Commission policy and precedent;

(c) Design and drafting of new tariff mechanisms, including but not limited to: a fuel, lost, and unaccounted-for gas ("FL&U") tracker mechanism; capacity release provisions compliant with 18 C.F.R. § 284.8; electronic bulletin board ("EBB") specifications; penalty revenue crediting provisions; comprehensive creditworthiness provisions; segmentation and flexible receipt/delivery point provisions; a greenhouse gas cost recovery tracker mechanism; and provisions addressing the implications of Order No. 2222 for distributed energy resource aggregation;

(d) Revision of the Form of Service Agreement for firm and interruptible transportation service to conform to the redesigned tariff;

(e) Preparation of all supporting workpapers, schedules, and exhibits required to accompany the redesigned tariff filing, including updated Statement of Rates, cost-of-service schedules, and compliance summaries; and

(f) Review and, as necessary, revision of the partial response previously filed on March 15, 2023, to ensure consistency with the overall tariff redesign.

3.2 Rate Design and Cost-of-Service Revisions

The expanded scope of representation includes C&H's legal review and analysis of potential modifications to the cost-of-service methodology and rate design underlying Ridgeline's proposed rates. As the tariff redesign progresses, it is anticipated that certain rate design parameters may need to be revised in response to the Deficiency Letter, intervening FERC policy developments, and positions advanced by intervenors. Accordingly, C&H's expanded scope encompasses the following rate design and cost-of-service matters:

(a) Return on Equity. Re-evaluation of the proposed 14.00% return on equity ("ROE"), including legal analysis and review of an updated discounted cash flow ("DCF") proxy group analysis to be prepared by Dr. Raymond Braswell of Braswell Energy Consulting Group LLC. The re-evaluation will consider recent Commission precedent regarding ROE methodology for new gas pipeline entrants, the appropriate proxy group composition, and the application of any risk adder or flotation cost adjustments.

(b) Load Factor. Assessment of the 100% load factor billing determinant assumption utilized in Ridgeline's initial filing against potential alternative load factors that may be proposed by Staff or intervenors. This analysis will address the regulatory policy implications of alternative load factor assumptions and their effect on the reservation/usage rate split and the overall rate level.

(c) Reservation/Usage Rate Split. Review and potential revision of the reservation/usage rate split (currently $0.2223/Dth reservation and $0.0042/Dth usage) to reflect any changes in the underlying cost-of-service analysis or rate design methodology.

(d) Rate Base. Updated analysis of the rate base of $612.40 million, including review and potential adjustment of the following components: accumulated depreciation ($23.49 million as filed); working capital allowance ($18.64 million as filed); accumulated deferred income taxes ("ADIT") ($12.45 million negative as filed); and other rate base items, including pre-paid expenses, materials and supplies, and cash working capital ($42.50 million as filed). C&H will review each rate base component in light of any updated data provided by Ridgeline's finance team and any challenges raised by intervenors or FERC Staff.

(e) Income Tax Allowance. Legal analysis of the income tax allowance methodology, which was calculated in the initial filing on a grossed-up basis at an effective combined federal and West Virginia state rate of approximately 26.13% (consisting of the federal corporate income tax rate of 21% and the West Virginia state corporate net income tax rate of 6.5%). This analysis will address the partnership versus corporate form considerations under current FERC policy, including the Commission's treatment of income tax allowances for pipeline entities organized as limited liability companies, and the potential implications of Sterling Reach Holdings, Inc. v. FERC, 827 F.3d 122 (D.C. Cir. 2016) and subsequent Commission orders.

3.3 Coordination with Braswell Energy Consulting Group LLC

DEH has separately retained Braswell Energy Consulting Group LLC ("Braswell"), a Virginia limited liability company with offices located at 8300 Greensboro Drive, Suite 450, McLean, Virginia 22102, as an independent tariff redesign and rate design consultant. Braswell's engagement with DEH is governed by Braswell Engagement No. BEC-2023-0041, effective April 15, 2023. The lead consultant assigned to the engagement by Braswell is Dr. Raymond Braswell, former FERC economist and founding principal of Braswell. Dr. Braswell previously served as one of Ridgeline's seven direct testimony witnesses, having presented pre-filed testimony on December 5, 2022, addressing ROE, capital structure, and the DCF proxy group analysis.

C&H's expanded scope of representation includes the following coordination responsibilities with respect to Braswell's work:

(a) Review and legal analysis of Braswell's rate design recommendations and cost-of-service model revisions to ensure consistency with Commission policy, precedent, and regulatory requirements;

(b) Integration of Braswell's economic analysis, including updated DCF proxy group analyses, load factor studies, and cost-of-service schedules, into the redesigned tariff language and supporting exhibits filed with FERC;

(c) Preparation of any supplemental or revised pre-filed testimony for Dr. Braswell or other Ridgeline witnesses, incorporating the results of the tariff redesign and updated economic analyses;

(d) Coordination of Braswell's work product with C&H's overall filing strategy, including sequencing of deliverables, internal review processes, and quality assurance; and

(e) Participation in joint working sessions with Braswell, Ridgeline management, and DEH representatives as necessary to ensure alignment of legal and economic strategies.

C&H will serve as the lead coordinator between the Client, Ridgeline management, and Braswell throughout the tariff redesign process. C&H will be responsible for managing the overall project timeline, coordinating deliverables, and ensuring that all components of the redesigned tariff filing are integrated and consistent.

For the avoidance of doubt, Braswell's professional fees and expenses are separately engaged and billed by Braswell directly to DEH under Braswell Engagement No. BEC-2023-0041. Braswell's fees and expenses are not included in C&H's budget estimates set forth in Section 5 of this Supplement, and C&H assumes no responsibility for Braswell's fees, billing, or work product quality.

3.4 Interconnection Agreement Revisions

The expanded scope of representation includes revisions to the draft Interconnection Agreement between Ridgeline and ATPC at the Wetzel County Interconnect (the "Draft IA") to address Deficiency Item 9, which identified the failure to file the Interconnection Agreement as a FERC rate schedule. FERC Staff directed that the executed Interconnection Agreement must be filed as part of Ridgeline's FERC Gas Tariff, and that the agreement must conform to Commission requirements for rate schedule filings.

C&H will continue to negotiate the terms of the Interconnection Agreement with ATPC's counsel, Kellner, Royce & Dillard LLP ("KRD"), through William Pratt, Senior Partner, located at One PPG Place, Suite 2800, Pittsburgh, Pennsylvania 15222. Negotiations with KRD have been ongoing since the initial filing and have involved several rounds of draft exchanges and in-person meetings in Pittsburgh and Washington.

A principal area of dispute in the interconnection negotiations remains the allocation of the $22.3 million in interconnection facilities costs between Ridgeline and ATPC. Ridgeline's proposed allocation, as set forth in the original filing, assigns $7.6 million (approximately 34.1%) of the interconnection facilities cost to Ridgeline and $14.7 million (approximately 65.9%) to ATPC, based on Ridgeline's analysis of the relative benefits and cost causation associated with the interconnection. ATPC has submitted a counterproposal requesting a 50/50 cost split at approximately $11.15 million each, which KRD has characterized as consistent with industry practice and Commission precedent for new interconnections. C&H will continue to represent DEH and Ridgeline's interests in these negotiations and will advise on the legal and regulatory implications of alternative cost allocation methodologies.

3.5 Supplemental Testimony and Filing Preparation

The expanded scope of representation includes the preparation of supplemental pre-filed testimony and supporting exhibits to accompany the redesigned tariff filing. The testimony will address the substantive revisions made to the tariff in response to the Deficiency Letter, explain the basis for each revision, and respond to any issues raised by intervenors or FERC Staff.

Anticipated witnesses for the supplemental testimony include, but are not limited to:

• Dr. Natasha Orlov, Director of Rates & Regulatory, Ridgeline Midstream Services LLC, who is expected to sponsor testimony regarding the revised rate schedules, General Terms and Conditions, and new tariff mechanisms;

• Angela Moretti, Vice President, Finance & Treasurer, Ridgeline Midstream Services LLC, who is expected to sponsor testimony regarding updated cost-of-service schedules, rate base calculations, and financial data; and

• Dr. Raymond Braswell (through Braswell Energy Consulting Group LLC), who may sponsor supplemental or revised testimony regarding the updated DCF proxy group analysis, ROE recommendation, and capital structure, to the extent his original testimony requires revision in light of the tariff redesign.

C&H will be responsible for the preparation of all transmittal letters, certificates of service, and procedural filings necessary to submit the redesigned tariff and supplemental testimony to FERC in compliance with applicable rules, regulations, and ALJ orders.

3.6 Continued Settlement Negotiations

The expanded scope of representation continues to include C&H's participation in settlement negotiations before Settlement Judge Howard Margolis. Two settlement conferences have been held to date — the first on November 30, 2022, and the second on March 8, 2023 — and additional settlement conferences are anticipated as the proceeding progresses. The tariff redesign may materially affect the parameters and feasibility of a settlement, as the revised tariff provisions and any modifications to the rate design may alter the positions of intervenors and FERC Staff. C&H will continue to advise the Client on settlement strategy and will participate in all settlement conferences and related communications on behalf of DEH and Ridgeline.

3.7 Continued Representation in the Underlying Proceeding

C&H continues to represent DEH and Ridgeline in all aspects of the proceedings pending in FERC Docket Nos. RP22-847-000 and RP22-847-001, including but not limited to:

(a) Motions Practice and Extensions of Time. Filing and responding to all motions, including the currently pending motion for a 120-day extension of time, and any additional motions that may become necessary as the tariff redesign progresses.

(b) FERC Staff Communications. Responding to formal and informal communications from FERC Staff, including Lead Trial Attorney Jonathan Briggs of the Office of General Counsel and Dr. Miriam Okafor of the Office of Energy Market Regulation. C&H will continue to serve as the primary point of contact with FERC Staff on all matters relating to the proceeding.

(c) Intervenor Interactions. Interaction with counsel for all intervenors, including: MGPC (counsel: Whitmore & Sable LLP, contact: Rebekah Montague, Partner); CMGA (counsel: Fordham Municipal Law Group PC, contact: Stephen Greer, Partner); and ATPC (counsel: Kellner, Royce & Dillard LLP, contact: William Pratt, Senior Partner). C&H will manage all substantive and procedural communications with intervenor counsel on behalf of DEH and Ridgeline.

(d) Hearing Preparation and Post-Hearing Briefing. Once the proceeding resumes before ALJ Whitfield, C&H will continue to provide representation in connection with hearing preparation, including preparation of witnesses for cross-examination, conduct of cross-examination of opposing witnesses, preparation of pre-hearing and post-hearing briefs, and all other hearing-related activities.

3.8 Exclusions. The expanded scope of representation described in this Supplement does not include the following matters, each of which, if required, would necessitate a separate engagement letter or the retention of separate counsel:

(a) Any appeal of FERC orders to the United States Court of Appeals for the District of Columbia Circuit or any other court of competent jurisdiction, which would require a separate engagement letter addressing the scope, staffing, and fee arrangements applicable to appellate proceedings;

(b) Tax advice of any kind, including but not limited to advice regarding the income tax allowance methodology, DEH's or Ridgeline's tax reporting obligations, or the tax implications of alternative organizational structures. The Client should separately retain qualified tax counsel for such matters; C&H notes that Ashford & McBride LLP, DEH's auditors and accountants, should be consulted regarding any tax-related coordination;

(c) Engineering design, construction management, or technical oversight for the interconnection facilities at the Wetzel County Interconnect or any other physical facilities of the Ridgeline Pipeline System;

(d) Any matters relating to DEH's 250 MW wind generation portfolio currently under development, except to the extent that Order No. 2222 analysis is directly relevant to the design and drafting of Ridgeline's tariff provisions in response to Deficiency Item 14; and

(e) Securities law matters relating to Ridgeline's credit facilities, DEH's capital structure, or any financing transactions, including any offerings, private placements, or credit agreements.

4. Engagement Team and Staffing

The C&H engagement team for the tariff redesign phase will be led and staffed as follows:

Responsible Partner: George Trujillo, Partner, Energy & Infrastructure Practice Group. Mr. Trujillo will continue to serve as the Responsible Partner for this engagement and will have overall supervisory responsibility for all aspects of the tariff redesign work. Mr. Trujillo will participate directly in strategic decisions, key negotiations with ATPC and intervenor counsel, settlement conferences, and all FERC filings.

Billing Partner: Patricia Dunmore. Per the existing conflict waiver and informed consent documented in the Conflict Waiver Memorandum dated May 10, 2022, Ms. Dunmore continues to serve as Billing Partner on this engagement. As noted in Section 6 below, Ms. Dunmore's dual role as DEH's Chairperson and 72% controlling shareholder and C&H's Billing Partner has been fully disclosed and waived.

Lead Associate: Brett Callahan, Associate, Energy & Infrastructure Practice Group. Mr. Callahan will serve as the primary day-to-day attorney responsible for the tariff redesign work, including drafting and revising tariff language, coordinating with Braswell, preparing supplemental testimony, and managing the overall project work plan.

Working Associate: David Stanton, Associate, Energy & Infrastructure Practice Group. Mr. Stanton will support Mr. Callahan on all aspects of the tariff redesign, with particular responsibility for legal research, regulatory analysis, and preparation of filings and motions.

Additional attorneys, paralegals, and support staff may be assigned to the engagement as the tariff redesign workload requires. The Client will be notified of any material changes to the composition of the engagement team, including the assignment of any new attorney who would bill a significant number of hours to the matter.

C&H may retain outside consultants or specialists at the Client's expense with the Client's prior written approval. For the avoidance of doubt, Braswell Energy Consulting Group LLC is separately retained by the Client and is not a consultant retained by C&H. Any other outside consultant or specialist retained by C&H for this engagement would be subject to the Client's prior approval as to both the retention and the estimated cost.

5. Revised Fee Arrangement and Budget Estimate

5.1 Hourly Rates

All time incurred by members of the C&H engagement team in connection with this engagement will continue to be billed at the applicable hourly rates established in the Original Engagement Letter of May 10, 2022, as adjusted from time to time in accordance with the Firm's standard annual rate adjustment policy. Current applicable rates for the tariff redesign phase for each member of the engagement team are set forth in the Revised Staffing Plan and Hourly Rate Schedule attached hereto as Attachment B. Standard annual rate adjustments, if any, that take effect during the course of the engagement will be communicated to the Client in writing prior to implementation.

5.2 Revised Budget Estimate — Tariff Redesign Phase

Based on our assessment of the scope and complexity of the remaining deficiency items, the anticipated revisions to the rate design and cost of service, and the current posture of the interconnection negotiations with ATPC, the Firm estimates that the tariff redesign phase will require approximately $1.2 million to $1.8 million in additional legal fees, exclusive of disbursements and expenses. The actual fees incurred may fall above or below this range depending on a number of factors, including the ultimate complexity of the deficiency items, the extent of revisions to the rate design, the pace and outcome of negotiations with ATPC and intervenors, the number of draft iterations required, and any additional FERC Staff requests or orders.

This estimate is in addition to all fees incurred to date under the Original Engagement Letter for work performed prior to the date of this Supplement.

The following is an approximate breakdown of the estimated budget by work stream, expressed as a percentage of total estimated fees:

The budget estimate set forth above does not include the hearing phase of the proceeding before ALJ Whitfield. The Firm will provide a separate budget estimate for the hearing phase once the proceeding resumes and the scope of hearing issues is clarified.

The budget estimates set forth in this Supplement are provided in good faith based on currently available information and are non-binding. The Firm will promptly notify the Client of any material changes to the estimated budget as the scope and complexity of the tariff redesign evolve. The Client acknowledges that actual fees may differ from the estimates provided and that the Firm's obligation is to bill for services actually rendered at the applicable hourly rates.

5.3 Expenses and Disbursements

In addition to professional fees, the Client will reimburse C&H for all reasonable out-of-pocket expenses and disbursements incurred in connection with this engagement, consistent with the terms of the Original Engagement Letter. Reimbursable expenses include, without limitation, travel expenses (airfare, ground transportation, lodging, and meals incurred in connection with settlement conferences, hearings, client meetings, and negotiations), FERC filing fees, printing and copying costs, courier and delivery services, computerized legal research (including Westmark Data Systems and Calderon Systems charges), long-distance telephone charges, and similar out-of-pocket costs.

For the avoidance of doubt, the following categories of expenses are not included in C&H's budget estimates and are separately engaged and billed by the respective service providers:

(a) Braswell Energy Consulting Group LLC. All professional fees and expenses of Braswell are billed separately by Braswell directly to DEH under Braswell Engagement No. BEC-2023-0041 and are not included in C&H's budget.

(b) Ridgepoint Appraisal & Valuation Inc. In the event that pipeline valuation updates or appraisals are required during the tariff redesign process, any fees and expenses of Ridgepoint Appraisal & Valuation Inc. would be separately engaged and billed to the Client.

5.4 Billing and Payment Terms

Invoices for professional fees and disbursements will continue to be submitted to the Client on a monthly basis. Each invoice will identify individual time entries by attorney name, date of service, hours expended, hourly rate, and a narrative description of the services rendered. Disbursements will be itemized separately on each invoice.

Payment terms remain as set forth in the Original Engagement Letter. Invoices are due and payable within thirty (30) days of the invoice date (net 30 days). Late payments may be subject to interest charges as specified in the Original Engagement Letter.

6. Conflict of Interest — Continued Waiver

The Firm acknowledges, and the Client is aware, that Patricia Dunmore occupies a dual role in connection with this engagement — serving as both the Founder and Chairperson (and 72% controlling shareholder) of DEH and as the Billing Partner at Calderwood & Harkness LLP on C&H Matter No. 1016-00005. This dual role was previously disclosed, analyzed, and waived in full compliance with the applicable Rules of Professional Conduct under the Conflict Waiver Memorandum dated May 10, 2022, which was executed by both DEH (through its independent General Counsel) and C&H's internal conflicts committee.

The expanded scope of representation described in this Supplement does not alter the factual or legal basis for that waiver. The nature of Ms. Dunmore's dual role remains unchanged, and the expanded scope does not introduce any new conflicts or materially different circumstances that would require a new or supplemental waiver.

Both DEH, on behalf of itself and Ridgeline, and C&H's conflicts committee have independently confirmed that the existing informed consent documented in the Conflict Waiver Memorandum remains effective and sufficient to cover the expanded scope of representation contemplated by this Supplement. The Client acknowledges that Ms. Dunmore will continue to exercise her responsibilities as Billing Partner, including review and approval of invoices, and that her dual role does not impair C&H's ability to provide independent professional judgment in the representation of DEH and Ridgeline.

7. Confidentiality and Privilege

All communications between C&H and the Client, and between C&H and Ridgeline personnel, in connection with this engagement remain subject to the attorney-client privilege and work product doctrine to the fullest extent permitted by applicable law. The Client and Ridgeline should take care to preserve the privileged nature of these communications by limiting dissemination to individuals with a need to know and by clearly marking written communications as privileged and confidential.

C&H will maintain appropriate information barriers and confidentiality protections with respect to commercially sensitive information received from or about third parties in connection with this engagement, including but not limited to ATPC cost data, operational information, and other confidential materials exchanged under any protective order entered by ALJ Whitfield or otherwise produced in the course of the FERC proceedings.

Coordination with Braswell Energy Consulting Group LLC will be conducted under a common interest arrangement to preserve the applicability of the attorney-client privilege and work product protection. To the extent Braswell's work product is prepared at C&H's direction or under C&H's supervision for the purpose of providing legal advice or preparing for litigation, such work product will be treated as attorney work product and afforded the protections of the work product doctrine. The common interest arrangement will be documented separately as necessary.

8. Anticipated Timeline and Key Milestones

The following is an anticipated timeline and set of key milestones for the tariff redesign phase, subject to revision based on FERC rulings, the pace of negotiations with ATPC and intervenors, and the scope and complexity of the redesign work:

Pending — May 2023: Ruling on Ridgeline's April 28, 2023 motion for a 120-day extension of time to complete the tariff redesign. A ruling from ALJ Whitfield is anticipated by mid-May 2023. If the extension is granted, the deadline for responding to the remaining deficiency items would be approximately August 28, 2023.

May–June 2023: Completion of the comprehensive strategy and work plan for the tariff redesign. Initial coordination sessions with Braswell Energy Consulting Group LLC (BEC-2023-0041), including alignment on rate design approach, work product sequencing, and data requirements. Preliminary review of intervenor positions and identification of key areas of potential dispute.

July–August 2023: Preparation and internal review of the first draft of the revised FERC Gas Tariff, Original Volume No. 1, incorporating all tariff redesign elements. It is anticipated that at least four (4) full draft iterations will be required prior to filing.

Ongoing: Interconnection agreement negotiations with Kellner, Royce & Dillard LLP on behalf of ATPC, with the objective of reaching agreement on the allocation of interconnection facilities costs and the form of the Interconnection Agreement to be filed as a FERC rate schedule.

Ongoing: Settlement discussions with all parties before Settlement Judge Howard Margolis, as scheduled by the Settlement Judge or as requested by the parties.

To Be Determined: Filing of the redesigned tariff, supplemental testimony, and supporting exhibits with FERC. The precise filing date will be determined based on the extension of time granted by ALJ Whitfield, the progress of the redesign work, and any further procedural orders.

The Client should be aware that the timeline set forth above may be extended if additional motions for extension of time become necessary because the redesign scope proves more complex than currently anticipated. C&H will keep the Client informed of any developments that may affect the timeline and will consult with the Client before filing any additional extension motions.

9. Termination

Either party may terminate this engagement upon written notice to the other party, subject to the following conditions. In the event of termination, C&H's ability to withdraw from the representation before FERC will be subject to applicable Commission rules regarding withdrawal of counsel of record, including any leave of the presiding ALJ that may be required under the Commission's Rules of Practice and Procedure, 18 C.F.R. Part 385. C&H will cooperate with the Client and any successor counsel to ensure an orderly transition of the representation.

Upon termination, the Client remains responsible for payment of all fees and expenses incurred through the date of termination, including any fees and expenses incurred in connection with the transition of the representation to successor counsel.

C&H's obligations with respect to the attorney-client privilege, confidentiality, and work product protections survive termination of the engagement and continue indefinitely, except as otherwise required by law or court order.

10. Governing Law and Dispute Resolution

This Supplemental Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles. Any disputes arising out of or relating to this engagement, including disputes regarding fees, the scope of representation, or the quality of services rendered, shall be resolved in accordance with the dispute resolution provisions set forth in Section 12 of the Original Engagement Letter dated May 10, 2022, which are incorporated herein by reference.

11. Acceptance

We respectfully request that the Client execute this Supplemental Engagement Letter in the space provided below to confirm its agreement to the expanded scope of representation and the revised fee arrangement described herein. Execution by Mr. Winfield on behalf of Ridgeline Midstream Services LLC is also requested, given Ridgeline's status as the applicant of record in FERC Docket Nos. RP22-847-000 and RP22-847-001.

This Supplemental Engagement Letter, together with the Original Engagement Letter dated May 10, 2022 and the Conflict Waiver Memorandum of even date therewith, constitutes the entire agreement between C&H and the Client with respect to the scope, terms, and conditions of the engagement described herein. This Supplement supersedes any prior or contemporaneous oral or written understandings or communications regarding the expanded scope of representation, except as expressly stated herein.

We look forward to continuing our representation of DEH and Ridgeline in this important matter. Should you have any questions regarding this Supplement or the expanded scope of representation, please do not hesitate to contact me at (202) 555-7418 or gtrujillo@calderwoodharkness.com.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: George Trujillo

Title: Responsible Partner, Energy & Infrastructure Practice Group

Date: ________

ACKNOWLEDGMENT AND AGREEMENT

The undersigned hereby acknowledge and agree to the terms of this Supplemental Engagement Letter, including the expanded scope of representation and the revised fee arrangement described herein.

DUNMORE ENERGY HOLDINGS LTD.

By: ________

Name: Patricia Dunmore

Title: Founder & Chairperson

Date: ________

RIDGELINE MIDSTREAM SERVICES LLC (as wholly-owned subsidiary of DEH and applicant of record in FERC Docket Nos. RP22-847-000 and RP22-847-001)

By: ________

Name: James K. Winfield

Title: CEO & President

Date: ________

Enclosures

The following attachments are enclosed herewith and incorporated by reference into this Supplemental Engagement Letter:

Attachment A: Summary of 14 Deficiency Items from FERC Deficiency Letter of January 19, 2023, including identification of items addressed in Ridgeline's partial response of March 15, 2023 (Items 1–4 and 7–10) and the six remaining items requiring tariff redesign (Items 5, 6, 11, 12, 13, and 14).

Attachment B: Revised Staffing Plan and Hourly Rate Schedule for the Tariff Redesign Phase, reflecting current applicable rates for all members of the C&H engagement team.

Attachment C: Braswell Energy Consulting Group LLC Engagement Summary (Braswell Engagement No. BEC-2023-0041, dated April 15, 2023; Dr. Raymond Braswell, Lead Consultant), provided for informational and coordination purposes.

C&H Matter No. 1016-00005 DC\12847392.4

Work Stream	Estimated % of Budget
Tariff document drafting and revision (including all four anticipated draft iterations)	35–40%
Rate design legal analysis and Braswell coordination	20–25%
Interconnection agreement revisions and ATPC negotiations	10–15%
Supplemental testimony preparation	10–15%
FERC filings, motions practice, and procedural matters	5–10%
Settlement conference preparation and participation	5%

PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP Counselors at Law 1601 K Street NW, Suite 900 Washington, DC 20006 Telephone: (202) 555-7400 Facsimile: (202) 555-7401 www.calderwoodharkness.com
April 20, 2023
Patricia Dunmore Founder & Chairperson Dunmore Energy Holdings Ltd. 4th Floor, Harbour Place 103 South Church Street George Town, Grand Cayman KY1-1002 Cayman Islands
Copy to:
James K. Winfield CEO & President Ridgeline Midstream Services LLC 700 Kanawha Boulevard East, Suite 1400 Charleston, WV 25301
Re: Supplemental Engagement Letter — Expansion of Scope to Include Tariff Redesign Phase FERC Docket Nos. RP22-847-000 (Rate Case) and RP22-847-001 (Interconnection) Ridgeline Midstream Services LLC — FERC Gas Tariff, Original Volume No. 1 C&H Matter No. 1016-00005
Dear Ms. Dunmore:
1. Introduction and Reference to Original Engagement
This Supplemental Engagement Letter (this "Supplement") is entered into by and between Calderwood & Harkness LLP ("C&H" or "the Firm") and Dunmore Energy Holdings Ltd. ("DEH" or "the Client"). This Supplement amends and supplements that certain Engagement Letter dated May 10, 2022 (the "Original Engagement Letter"), between C&H and DEH, pursuant to which C&H was retained to represent DEH and its wholly-owned subsidiary, Ridgeline Midstream Services LLC ("Ridgeline" or "RMS"), a Delaware limited liability company qualified to do business in West Virginia, in proceedings before the Federal Energy Regulatory Commission ("FERC" or the "Commission").
As you will recall, the scope of the Original Engagement Letter encompassed the filing and prosecution of Ridgeline's application for an initial tariff rate for interstate natural gas transportation service on the Ridgeline Pipeline System, a 142-mile, 24-inch diameter high-pressure natural gas pipeline located in Wetzel, Tyler, and Pleasants Counties, West Virginia, as well as the related application for authorization for physical interconnection with Appalachian Trunk Pipeline Company, LLC ("ATPC") at the Wetzel County Interconnect (the "Wetzel Interconnect"). Those applications were filed in and are pending before FERC under Docket Nos. RP22-847-000 (the rate case) and RP22-847-001 (the interconnection authorization), respectively.
This Supplement is intended to document the agreed-upon expansion of C&H's scope of representation to include the comprehensive tariff redesign phase necessitated by FERC's Deficiency Letter of January 19, 2023, as described in greater detail below. All terms and conditions of the Original Engagement Letter, including but not limited to the provisions governing confidentiality, limitations on liability, document retention, and dispute resolution, remain in full force and effect except as expressly modified herein. In the event of any conflict between the terms of this Supplement and those of the Original Engagement Letter, the terms of this Supplement shall control with respect to the expanded scope of representation described herein.
For the avoidance of doubt, C&H Matter No. 1016-00005 continues to govern the combined engagement, encompassing both the original scope under the Original Engagement Letter and the expanded scope under this Supplement.
2. Background — FERC Deficiency Letter and Current Procedural Posture
To provide context for the expanded scope of representation, the following is a summary of the procedural history of the underlying FERC proceedings leading to this Supplement:
Initial Filing. On May 12, 2022, Ridgeline filed its application with FERC proposing an initial recourse rate of $0.2265 per dekatherm ("Dth") for firm transportation service on the Ridgeline Pipeline System, comprising a reservation charge of $0.2223/Dth and a usage charge of $0.0042/Dth. The proposed rate was based on a total cost of service of $97.36 million and a rate base of $612.40 million. The filing included Ridgeline's FERC Gas Tariff, Original Volume No. 1, proposed rate schedules for firm (Rate Schedule FT-1) and interruptible (Rate Schedule IT-1) transportation service, General Terms and Conditions, a pro forma Form of Service Agreement, and supporting cost-of-service schedules and workpapers.
Notice and Interventions. FERC issued its Notice of Filing on June 14, 2022, establishing an intervention deadline of August 15, 2022. Three entities filed motions to intervene and/or protests during the intervention period:
•  Mountainside Gas Producers Coalition ("MGPC"): Motion to Intervene filed July 28, 2022, raising concerns regarding the proposed rate design and allocation of costs between firm and interruptible service.
•  Clearwater Municipal Gas Authority ("CMGA"): Motion to Intervene filed August 1, 2022, focusing on the impact of the proposed rates on municipal distribution systems served by the Ridgeline Pipeline System.
•  Appalachian Trunk Pipeline Company, LLC ("ATPC"): Protest and Motion to Intervene filed August 15, 2022, challenging the proposed interconnection terms, the allocation of interconnection facilities costs, and certain aspects of the cost of service.
Procedural Schedule. On September 22, 2022, FERC issued an order granting all pending motions to intervene and establishing a Track II hearing procedural schedule. Settlement Judge Howard Margolis was designated to oversee settlement proceedings. On November 14, 2022, Administrative Law Judge ("ALJ") Clara Whitfield was appointed as the presiding judge and conducted the initial prehearing conference on the same date.
Testimony. Ridgeline filed the direct testimony and supporting exhibits of seven witnesses on December 5, 2022, addressing all aspects of the proposed tariff, cost of service, rate design, and interconnection authorization. Answering testimony was filed by ATPC (three witnesses), MGPC (two witnesses), and CMGA (one witness) on January 9, 2023.
Deficiency Letter. On January 19, 2023, the FERC Office of Energy Market Regulation ("OEMR"), through Dr. Miriam Okafor, Lead Economic Analyst, issued a Deficiency Letter (the "Deficiency Letter") identifying fourteen (14) deficiencies in Ridgeline's tariff filing requiring comprehensive remediation. The Deficiency Letter directed Ridgeline to address each identified deficiency and submit revised tariff sheets and supporting documentation.
Stay of Proceedings. In light of the scope and complexity of the deficiencies identified, ALJ Whitfield issued an order on February 6, 2023, staying the procedural schedule, including the deadline for rebuttal testimony and the evidentiary hearing, pending Ridgeline's response to the Deficiency Letter.
Partial Response. On March 15, 2023, Ridgeline filed a partial response to the Deficiency Letter, addressing eight (8) of the fourteen (14) identified deficiency items, specifically Items 1 through 4 and Items 7 through 10. These items generally pertained to formatting corrections, minor tariff sheet revisions, clarification of certain General Terms and Conditions provisions, and the filing of certain workpapers omitted from the original application.
Remaining Deficiency Items. Six (6) deficiency items remain unaddressed and require significant tariff redesign work. These remaining items are as follows:
•  Item 5 — Capacity Release Provisions: The Deficiency Letter noted the complete absence of capacity release provisions in Ridgeline's General Terms and Conditions, which are required under 18 C.F.R. § 284.8 and Commission policy to permit firm shippers to release their capacity on the pipeline.
•  Item 6 — NAESB Standards Compliance: The Deficiency Letter identified incomplete compliance with the North American Energy Standards Board ("NAESB") Wholesale Gas Quadrant ("WGQ") standards in Ridgeline's operational flow order ("OFO") provisions, including deficiencies in scheduling, nominations, and balancing procedures.
•  Item 11 — Creditworthiness Provisions: FERC Staff determined that Ridgeline's proposed creditworthiness provisions were inadequate in that they failed to include specific credit evaluation criteria, collateral requirements, and financial assurance mechanisms consistent with Commission precedent.
•  Item 12 — Segmentation and Flexible Receipt/Delivery Point Provisions: The Deficiency Letter noted the absence of provisions addressing segmentation of capacity and flexible receipt and delivery point service, both of which are required under current Commission policy for new pipeline tariffs.
•  Item 13 — Greenhouse Gas Emission Cost Recovery: FERC Staff identified the failure to include any provisions addressing the recovery of greenhouse gas ("GHG") emission-related costs, including carbon compliance costs and potential future regulatory costs, which have been required in recent Commission orders to be addressed in new pipeline tariffs.
•  Item 14 — Order No. 2222 Distributed Energy Resource Aggregation Implications: The Deficiency Letter directed Ridgeline to address the implications of FERC Order No. 2222 for distributed energy resource ("DER") aggregation in the context of renewable energy interconnection with the Ridgeline Pipeline System, particularly given the proximity of certain pipeline segments to DEH's wind generation portfolio.
Pending Motion for Extension. Ridgeline filed a motion on April 28, 2023, requesting a 120-day extension of time from ALJ Whitfield to complete the tariff redesign necessary to address the six remaining deficiency items. As of the date of this Supplement, that motion remains pending before ALJ Whitfield.
Current Posture. The proceeding is effectively at a standstill pending completion of the tariff redesign and the filing of Ridgeline's response to the remaining deficiency items. Settlement discussions, while not formally suspended, have been inactive since the last settlement conference held on March 8, 2023.
3. Expanded Scope of Representation
3.1 Tariff Redesign — General Scope
In light of the foregoing procedural developments, C&H's representation of DEH and Ridgeline is hereby expanded to include the comprehensive redesign of Ridgeline's FERC Gas Tariff, Original Volume No. 1, to address all fourteen (14) deficiency items identified in the January 19, 2023 Deficiency Letter, including both those items already addressed in Ridgeline's partial response of March 15, 2023 (to the extent further revision is warranted) and the six remaining items requiring substantive tariff redesign.
This expanded scope includes, but is not limited to, the following categories of work:
(a) Revision of rate schedules for firm transportation service (Rate Schedule FT-1) and interruptible transportation service (Rate Schedule IT-1), including any revisions to rate components, rate calculations, and rate applicability provisions;
(b) A complete rewrite of the General Terms and Conditions of Ridgeline's FERC Gas Tariff, Original Volume No. 1, to incorporate all required provisions and conform to current Commission policy and precedent;
(c) Design and drafting of new tariff mechanisms, including but not limited to: a fuel, lost, and unaccounted-for gas ("FL&U") tracker mechanism; capacity release provisions compliant with 18 C.F.R. § 284.8; electronic bulletin board ("EBB") specifications; penalty revenue crediting provisions; comprehensive creditworthiness provisions; segmentation and flexible receipt/delivery point provisions; a greenhouse gas cost recovery tracker mechanism; and provisions addressing the implications of Order No. 2222 for distributed energy resource aggregation;
(d) Revision of the Form of Service Agreement for firm and interruptible transportation service to conform to the redesigned tariff;
(e) Preparation of all supporting workpapers, schedules, and exhibits required to accompany the redesigned tariff filing, including updated Statement of Rates, cost-of-service schedules, and compliance summaries; and
(f) Review and, as necessary, revision of the partial response previously filed on March 15, 2023, to ensure consistency with the overall tariff redesign.
3.2 Rate Design and Cost-of-Service Revisions
The expanded scope of representation includes C&H's legal review and analysis of potential modifications to the cost-of-service methodology and rate design underlying Ridgeline's proposed rates. As the tariff redesign progresses, it is anticipated that certain rate design parameters may need to be revised in response to the Deficiency Letter, intervening FERC policy developments, and positions advanced by intervenors. Accordingly, C&H's expanded scope encompasses the following rate design and cost-of-service matters:
(a) Return on Equity. Re-evaluation of the proposed 14.00% return on equity ("ROE"), including legal analysis and review of an updated discounted cash flow ("DCF") proxy group analysis to be prepared by Dr. Raymond Braswell of Braswell Energy Consulting Group LLC. The re-evaluation will consider recent Commission precedent regarding ROE methodology for new gas pipeline entrants, the appropriate proxy group composition, and the application of any risk adder or flotation cost adjustments.
(b) Load Factor. Assessment of the 100% load factor billing determinant assumption utilized in Ridgeline's initial filing against potential alternative load factors that may be proposed by Staff or intervenors. This analysis will address the regulatory policy implications of alternative load factor assumptions and their effect on the reservation/usage rate split and the overall rate level.
(c) Reservation/Usage Rate Split. Review and potential revision of the reservation/usage rate split (currently $0.2223/Dth reservation and $0.0042/Dth usage) to reflect any changes in the underlying cost-of-service analysis or rate design methodology.
(d) Rate Base. Updated analysis of the rate base of $612.40 million, including review and potential adjustment of the following components: accumulated depreciation ($23.49 million as filed); working capital allowance ($18.64 million as filed); accumulated deferred income taxes ("ADIT") ($12.45 million negative as filed); and other rate base items, including pre-paid expenses, materials and supplies, and cash working capital ($42.50 million as filed). C&H will review each rate base component in light of any updated data provided by Ridgeline's finance team and any challenges raised by intervenors or FERC Staff.
(e) Income Tax Allowance. Legal analysis of the income tax allowance methodology, which was calculated in the initial filing on a grossed-up basis at an effective combined federal and West Virginia state rate of approximately 26.13% (consisting of the federal corporate income tax rate of 21% and the West Virginia state corporate net income tax rate of 6.5%). This analysis will address the partnership versus corporate form considerations under current FERC policy, including the Commission's treatment of income tax allowances for pipeline entities organized as limited liability companies, and the potential implications of Sterling Reach Holdings, Inc. v. FERC, 827 F.3d 122 (D.C. Cir. 2016) and subsequent Commission orders.
3.3 Coordination with Braswell Energy Consulting Group LLC
DEH has separately retained Braswell Energy Consulting Group LLC ("Braswell"), a Virginia limited liability company with offices located at 8300 Greensboro Drive, Suite 450, McLean, Virginia 22102, as an independent tariff redesign and rate design consultant. Braswell's engagement with DEH is governed by Braswell Engagement No. BEC-2023-0041, effective April 15, 2023. The lead consultant assigned to the engagement by Braswell is Dr. Raymond Braswell, former FERC economist and founding principal of Braswell. Dr. Braswell previously served as one of Ridgeline's seven direct testimony witnesses, having presented pre-filed testimony on December 5, 2022, addressing ROE, capital structure, and the DCF proxy group analysis.
C&H's expanded scope of representation includes the following coordination responsibilities with respect to Braswell's work:
(a) Review and legal analysis of Braswell's rate design recommendations and cost-of-service model revisions to ensure consistency with Commission policy, precedent, and regulatory requirements;
(b) Integration of Braswell's economic analysis, including updated DCF proxy group analyses, load factor studies, and cost-of-service schedules, into the redesigned tariff language and supporting exhibits filed with FERC;
(c) Preparation of any supplemental or revised pre-filed testimony for Dr. Braswell or other Ridgeline witnesses, incorporating the results of the tariff redesign and updated economic analyses;
(d) Coordination of Braswell's work product with C&H's overall filing strategy, including sequencing of deliverables, internal review processes, and quality assurance; and
(e) Participation in joint working sessions with Braswell, Ridgeline management, and DEH representatives as necessary to ensure alignment of legal and economic strategies.
C&H will serve as the lead coordinator between the Client, Ridgeline management, and Braswell throughout the tariff redesign process. C&H will be responsible for managing the overall project timeline, coordinating deliverables, and ensuring that all components of the redesigned tariff filing are integrated and consistent.
For the avoidance of doubt, Braswell's professional fees and expenses are separately engaged and billed by Braswell directly to DEH under Braswell Engagement No. BEC-2023-0041. Braswell's fees and expenses are not included in C&H's budget estimates set forth in Section 5 of this Supplement, and C&H assumes no responsibility for Braswell's fees, billing, or work product quality.
3.4 Interconnection Agreement Revisions
The expanded scope of representation includes revisions to the draft Interconnection Agreement between Ridgeline and ATPC at the Wetzel County Interconnect (the "Draft IA") to address Deficiency Item 9, which identified the failure to file the Interconnection Agreement as a FERC rate schedule. FERC Staff directed that the executed Interconnection Agreement must be filed as part of Ridgeline's FERC Gas Tariff, and that the agreement must conform to Commission requirements for rate schedule filings.
C&H will continue to negotiate the terms of the Interconnection Agreement with ATPC's counsel, Kellner, Royce & Dillard LLP ("KRD"), through William Pratt, Senior Partner, located at One PPG Place, Suite 2800, Pittsburgh, Pennsylvania 15222. Negotiations with KRD have been ongoing since the initial filing and have involved several rounds of draft exchanges and in-person meetings in Pittsburgh and Washington.
A principal area of dispute in the interconnection negotiations remains the allocation of the $22.3 million in interconnection facilities costs between Ridgeline and ATPC. Ridgeline's proposed allocation, as set forth in the original filing, assigns $7.6 million (approximately 34.1%) of the interconnection facilities cost to Ridgeline and $14.7 million (approximately 65.9%) to ATPC, based on Ridgeline's analysis of the relative benefits and cost causation associated with the interconnection. ATPC has submitted a counterproposal requesting a 50/50 cost split at approximately $11.15 million each, which KRD has characterized as consistent with industry practice and Commission precedent for new interconnections. C&H will continue to represent DEH and Ridgeline's interests in these negotiations and will advise on the legal and regulatory implications of alternative cost allocation methodologies.
3.5 Supplemental Testimony and Filing Preparation
The expanded scope of representation includes the preparation of supplemental pre-filed testimony and supporting exhibits to accompany the redesigned tariff filing. The testimony will address the substantive revisions made to the tariff in response to the Deficiency Letter, explain the basis for each revision, and respond to any issues raised by intervenors or FERC Staff.
Anticipated witnesses for the supplemental testimony include, but are not limited to:
•  Dr. Natasha Orlov, Director of Rates & Regulatory, Ridgeline Midstream Services LLC, who is expected to sponsor testimony regarding the revised rate schedules, General Terms and Conditions, and new tariff mechanisms;
•  Angela Moretti, Vice President, Finance & Treasurer, Ridgeline Midstream Services LLC, who is expected to sponsor testimony regarding updated cost-of-service schedules, rate base calculations, and financial data; and
•  Dr. Raymond Braswell (through Braswell Energy Consulting Group LLC), who may sponsor supplemental or revised testimony regarding the updated DCF proxy group analysis, ROE recommendation, and capital structure, to the extent his original testimony requires revision in light of the tariff redesign.
C&H will be responsible for the preparation of all transmittal letters, certificates of service, and procedural filings necessary to submit the redesigned tariff and supplemental testimony to FERC in compliance with applicable rules, regulations, and ALJ orders.
3.6 Continued Settlement Negotiations
The expanded scope of representation continues to include C&H's participation in settlement negotiations before Settlement Judge Howard Margolis. Two settlement conferences have been held to date — the first on November 30, 2022, and the second on March 8, 2023 — and additional settlement conferences are anticipated as the proceeding progresses. The tariff redesign may materially affect the parameters and feasibility of a settlement, as the revised tariff provisions and any modifications to the rate design may alter the positions of intervenors and FERC Staff. C&H will continue to advise the Client on settlement strategy and will participate in all settlement conferences and related communications on behalf of DEH and Ridgeline.
3.7 Continued Representation in the Underlying Proceeding
C&H continues to represent DEH and Ridgeline in all aspects of the proceedings pending in FERC Docket Nos. RP22-847-000 and RP22-847-001, including but not limited to:
(a) Motions Practice and Extensions of Time. Filing and responding to all motions, including the currently pending motion for a 120-day extension of time, and any additional motions that may become necessary as the tariff redesign progresses.
(b) FERC Staff Communications. Responding to formal and informal communications from FERC Staff, including Lead Trial Attorney Jonathan Briggs of the Office of General Counsel and Dr. Miriam Okafor of the Office of Energy Market Regulation. C&H will continue to serve as the primary point of contact with FERC Staff on all matters relating to the proceeding.
(c) Intervenor Interactions. Interaction with counsel for all intervenors, including: MGPC (counsel: Whitmore & Sable LLP, contact: Rebekah Montague, Partner); CMGA (counsel: Fordham Municipal Law Group PC, contact: Stephen Greer, Partner); and ATPC (counsel: Kellner, Royce & Dillard LLP, contact: William Pratt, Senior Partner). C&H will manage all substantive and procedural communications with intervenor counsel on behalf of DEH and Ridgeline.
(d) Hearing Preparation and Post-Hearing Briefing. Once the proceeding resumes before ALJ Whitfield, C&H will continue to provide representation in connection with hearing preparation, including preparation of witnesses for cross-examination, conduct of cross-examination of opposing witnesses, preparation of pre-hearing and post-hearing briefs, and all other hearing-related activities.
3.8 Exclusions.  The expanded scope of representation described in this Supplement does not include the following matters, each of which, if required, would necessitate a separate engagement letter or the retention of separate counsel:
(a) Any appeal of FERC orders to the United States Court of Appeals for the District of Columbia Circuit or any other court of competent jurisdiction, which would require a separate engagement letter addressing the scope, staffing, and fee arrangements applicable to appellate proceedings;
(b) Tax advice of any kind, including but not limited to advice regarding the income tax allowance methodology, DEH's or Ridgeline's tax reporting obligations, or the tax implications of alternative organizational structures. The Client should separately retain qualified tax counsel for such matters; C&H notes that Ashford & McBride LLP, DEH's auditors and accountants, should be consulted regarding any tax-related coordination;
(c) Engineering design, construction management, or technical oversight for the interconnection facilities at the Wetzel County Interconnect or any other physical facilities of the Ridgeline Pipeline System;
(d) Any matters relating to DEH's 250 MW wind generation portfolio currently under development, except to the extent that Order No. 2222 analysis is directly relevant to the design and drafting of Ridgeline's tariff provisions in response to Deficiency Item 14; and
(e) Securities law matters relating to Ridgeline's credit facilities, DEH's capital structure, or any financing transactions, including any offerings, private placements, or credit agreements.
4. Engagement Team and Staffing
The C&H engagement team for the tariff redesign phase will be led and staffed as follows:
Responsible Partner: George Trujillo, Partner, Energy & Infrastructure Practice Group. Mr. Trujillo will continue to serve as the Responsible Partner for this engagement and will have overall supervisory responsibility for all aspects of the tariff redesign work. Mr. Trujillo will participate directly in strategic decisions, key negotiations with ATPC and intervenor counsel, settlement conferences, and all FERC filings.
Billing Partner: Patricia Dunmore. Per the existing conflict waiver and informed consent documented in the Conflict Waiver Memorandum dated May 10, 2022, Ms. Dunmore continues to serve as Billing Partner on this engagement. As noted in Section 6 below, Ms. Dunmore's dual role as DEH's Chairperson and 72% controlling shareholder and C&H's Billing Partner has been fully disclosed and waived.
Lead Associate: Brett Callahan, Associate, Energy & Infrastructure Practice Group. Mr. Callahan will serve as the primary day-to-day attorney responsible for the tariff redesign work, including drafting and revising tariff language, coordinating with Braswell, preparing supplemental testimony, and managing the overall project work plan.
Working Associate: David Stanton, Associate, Energy & Infrastructure Practice Group. Mr. Stanton will support Mr. Callahan on all aspects of the tariff redesign, with particular responsibility for legal research, regulatory analysis, and preparation of filings and motions.
Additional attorneys, paralegals, and support staff may be assigned to the engagement as the tariff redesign workload requires. The Client will be notified of any material changes to the composition of the engagement team, including the assignment of any new attorney who would bill a significant number of hours to the matter.
C&H may retain outside consultants or specialists at the Client's expense with the Client's prior written approval. For the avoidance of doubt, Braswell Energy Consulting Group LLC is separately retained by the Client and is not a consultant retained by C&H. Any other outside consultant or specialist retained by C&H for this engagement would be subject to the Client's prior approval as to both the retention and the estimated cost.
5. Revised Fee Arrangement and Budget Estimate
5.1 Hourly Rates
All time incurred by members of the C&H engagement team in connection with this engagement will continue to be billed at the applicable hourly rates established in the Original Engagement Letter of May 10, 2022, as adjusted from time to time in accordance with the Firm's standard annual rate adjustment policy. Current applicable rates for the tariff redesign phase for each member of the engagement team are set forth in the Revised Staffing Plan and Hourly Rate Schedule attached hereto as Attachment B. Standard annual rate adjustments, if any, that take effect during the course of the engagement will be communicated to the Client in writing prior to implementation.
5.2 Revised Budget Estimate — Tariff Redesign Phase
Based on our assessment of the scope and complexity of the remaining deficiency items, the anticipated revisions to the rate design and cost of service, and the current posture of the interconnection negotiations with ATPC, the Firm estimates that the tariff redesign phase will require approximately $1.2 million to $1.8 million in additional legal fees, exclusive of disbursements and expenses. The actual fees incurred may fall above or below this range depending on a number of factors, including the ultimate complexity of the deficiency items, the extent of revisions to the rate design, the pace and outcome of negotiations with ATPC and intervenors, the number of draft iterations required, and any additional FERC Staff requests or orders.
This estimate is in addition to all fees incurred to date under the Original Engagement Letter for work performed prior to the date of this Supplement.
The following is an approximate breakdown of the estimated budget by work stream, expressed as a percentage of total estimated fees:
The budget estimate set forth above does not include the hearing phase of the proceeding before ALJ Whitfield. The Firm will provide a separate budget estimate for the hearing phase once the proceeding resumes and the scope of hearing issues is clarified.
The budget estimates set forth in this Supplement are provided in good faith based on currently available information and are non-binding. The Firm will promptly notify the Client of any material changes to the estimated budget as the scope and complexity of the tariff redesign evolve. The Client acknowledges that actual fees may differ from the estimates provided and that the Firm's obligation is to bill for services actually rendered at the applicable hourly rates.
5.3 Expenses and Disbursements
In addition to professional fees, the Client will reimburse C&H for all reasonable out-of-pocket expenses and disbursements incurred in connection with this engagement, consistent with the terms of the Original Engagement Letter. Reimbursable expenses include, without limitation, travel expenses (airfare, ground transportation, lodging, and meals incurred in connection with settlement conferences, hearings, client meetings, and negotiations), FERC filing fees, printing and copying costs, courier and delivery services, computerized legal research (including Westmark Data Systems and Calderon Systems charges), long-distance telephone charges, and similar out-of-pocket costs.
For the avoidance of doubt, the following categories of expenses are not included in C&H's budget estimates and are separately engaged and billed by the respective service providers:
(a) Braswell Energy Consulting Group LLC. All professional fees and expenses of Braswell are billed separately by Braswell directly to DEH under Braswell Engagement No. BEC-2023-0041 and are not included in C&H's budget.
(b) Ridgepoint Appraisal & Valuation Inc. In the event that pipeline valuation updates or appraisals are required during the tariff redesign process, any fees and expenses of Ridgepoint Appraisal & Valuation Inc. would be separately engaged and billed to the Client.
5.4 Billing and Payment Terms
Invoices for professional fees and disbursements will continue to be submitted to the Client on a monthly basis. Each invoice will identify individual time entries by attorney name, date of service, hours expended, hourly rate, and a narrative description of the services rendered. Disbursements will be itemized separately on each invoice.
Payment terms remain as set forth in the Original Engagement Letter. Invoices are due and payable within thirty (30) days of the invoice date (net 30 days). Late payments may be subject to interest charges as specified in the Original Engagement Letter.
6. Conflict of Interest — Continued Waiver
The Firm acknowledges, and the Client is aware, that Patricia Dunmore occupies a dual role in connection with this engagement — serving as both the Founder and Chairperson (and 72% controlling shareholder) of DEH and as the Billing Partner at Calderwood & Harkness LLP on C&H Matter No. 1016-00005. This dual role was previously disclosed, analyzed, and waived in full compliance with the applicable Rules of Professional Conduct under the Conflict Waiver Memorandum dated May 10, 2022, which was executed by both DEH (through its independent General Counsel) and C&H's internal conflicts committee.
The expanded scope of representation described in this Supplement does not alter the factual or legal basis for that waiver. The nature of Ms. Dunmore's dual role remains unchanged, and the expanded scope does not introduce any new conflicts or materially different circumstances that would require a new or supplemental waiver.
Both DEH, on behalf of itself and Ridgeline, and C&H's conflicts committee have independently confirmed that the existing informed consent documented in the Conflict Waiver Memorandum remains effective and sufficient to cover the expanded scope of representation contemplated by this Supplement. The Client acknowledges that Ms. Dunmore will continue to exercise her responsibilities as Billing Partner, including review and approval of invoices, and that her dual role does not impair C&H's ability to provide independent professional judgment in the representation of DEH and Ridgeline.
7. Confidentiality and Privilege
All communications between C&H and the Client, and between C&H and Ridgeline personnel, in connection with this engagement remain subject to the attorney-client privilege and work product doctrine to the fullest extent permitted by applicable law. The Client and Ridgeline should take care to preserve the privileged nature of these communications by limiting dissemination to individuals with a need to know and by clearly marking written communications as privileged and confidential.
C&H will maintain appropriate information barriers and confidentiality protections with respect to commercially sensitive information received from or about third parties in connection with this engagement, including but not limited to ATPC cost data, operational information, and other confidential materials exchanged under any protective order entered by ALJ Whitfield or otherwise produced in the course of the FERC proceedings.
Coordination with Braswell Energy Consulting Group LLC will be conducted under a common interest arrangement to preserve the applicability of the attorney-client privilege and work product protection. To the extent Braswell's work product is prepared at C&H's direction or under C&H's supervision for the purpose of providing legal advice or preparing for litigation, such work product will be treated as attorney work product and afforded the protections of the work product doctrine. The common interest arrangement will be documented separately as necessary.
8. Anticipated Timeline and Key Milestones
The following is an anticipated timeline and set of key milestones for the tariff redesign phase, subject to revision based on FERC rulings, the pace of negotiations with ATPC and intervenors, and the scope and complexity of the redesign work:
Pending — May 2023: Ruling on Ridgeline's April 28, 2023 motion for a 120-day extension of time to complete the tariff redesign. A ruling from ALJ Whitfield is anticipated by mid-May 2023. If the extension is granted, the deadline for responding to the remaining deficiency items would be approximately August 28, 2023.
May–June 2023: Completion of the comprehensive strategy and work plan for the tariff redesign. Initial coordination sessions with Braswell Energy Consulting Group LLC (BEC-2023-0041), including alignment on rate design approach, work product sequencing, and data requirements. Preliminary review of intervenor positions and identification of key areas of potential dispute.
July–August 2023: Preparation and internal review of the first draft of the revised FERC Gas Tariff, Original Volume No. 1, incorporating all tariff redesign elements. It is anticipated that at least four (4) full draft iterations will be required prior to filing.
Ongoing: Interconnection agreement negotiations with Kellner, Royce & Dillard LLP on behalf of ATPC, with the objective of reaching agreement on the allocation of interconnection facilities costs and the form of the Interconnection Agreement to be filed as a FERC rate schedule.
Ongoing: Settlement discussions with all parties before Settlement Judge Howard Margolis, as scheduled by the Settlement Judge or as requested by the parties.
To Be Determined: Filing of the redesigned tariff, supplemental testimony, and supporting exhibits with FERC. The precise filing date will be determined based on the extension of time granted by ALJ Whitfield, the progress of the redesign work, and any further procedural orders.
The Client should be aware that the timeline set forth above may be extended if additional motions for extension of time become necessary because the redesign scope proves more complex than currently anticipated. C&H will keep the Client informed of any developments that may affect the timeline and will consult with the Client before filing any additional extension motions.
9. Termination
Either party may terminate this engagement upon written notice to the other party, subject to the following conditions. In the event of termination, C&H's ability to withdraw from the representation before FERC will be subject to applicable Commission rules regarding withdrawal of counsel of record, including any leave of the presiding ALJ that may be required under the Commission's Rules of Practice and Procedure, 18 C.F.R. Part 385. C&H will cooperate with the Client and any successor counsel to ensure an orderly transition of the representation.
Upon termination, the Client remains responsible for payment of all fees and expenses incurred through the date of termination, including any fees and expenses incurred in connection with the transition of the representation to successor counsel.
C&H's obligations with respect to the attorney-client privilege, confidentiality, and work product protections survive termination of the engagement and continue indefinitely, except as otherwise required by law or court order.
10. Governing Law and Dispute Resolution
This Supplemental Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles. Any disputes arising out of or relating to this engagement, including disputes regarding fees, the scope of representation, or the quality of services rendered, shall be resolved in accordance with the dispute resolution provisions set forth in Section 12 of the Original Engagement Letter dated May 10, 2022, which are incorporated herein by reference.
11. Acceptance
We respectfully request that the Client execute this Supplemental Engagement Letter in the space provided below to confirm its agreement to the expanded scope of representation and the revised fee arrangement described herein. Execution by Mr. Winfield on behalf of Ridgeline Midstream Services LLC is also requested, given Ridgeline's status as the applicant of record in FERC Docket Nos. RP22-847-000 and RP22-847-001.
This Supplemental Engagement Letter, together with the Original Engagement Letter dated May 10, 2022 and the Conflict Waiver Memorandum of even date therewith, constitutes the entire agreement between C&H and the Client with respect to the scope, terms, and conditions of the engagement described herein. This Supplement supersedes any prior or contemporaneous oral or written understandings or communications regarding the expanded scope of representation, except as expressly stated herein.
We look forward to continuing our representation of DEH and Ridgeline in this important matter. Should you have any questions regarding this Supplement or the expanded scope of representation, please do not hesitate to contact me at (202) 555-7418 or gtrujillo@calderwoodharkness.com.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: George Trujillo
Title: Responsible Partner, Energy & Infrastructure Practice Group
Date: ________
ACKNOWLEDGMENT AND AGREEMENT
The undersigned hereby acknowledge and agree to the terms of this Supplemental Engagement Letter, including the expanded scope of representation and the revised fee arrangement described herein.
DUNMORE ENERGY HOLDINGS LTD.
By: ________
Name: Patricia Dunmore
Title: Founder & Chairperson
Date: ________
RIDGELINE MIDSTREAM SERVICES LLC (as wholly-owned subsidiary of DEH and applicant of record in FERC Docket Nos. RP22-847-000 and RP22-847-001)
By: ________
Name: James K. Winfield
Title: CEO & President
Date: ________
Enclosures
The following attachments are enclosed herewith and incorporated by reference into this Supplemental Engagement Letter:
Attachment A: Summary of 14 Deficiency Items from FERC Deficiency Letter of January 19, 2023, including identification of items addressed in Ridgeline's partial response of March 15, 2023 (Items 1–4 and 7–10) and the six remaining items requiring tariff redesign (Items 5, 6, 11, 12, 13, and 14).
Attachment B: Revised Staffing Plan and Hourly Rate Schedule for the Tariff Redesign Phase, reflecting current applicable rates for all members of the C&H engagement team.
Attachment C: Braswell Energy Consulting Group LLC Engagement Summary (Braswell Engagement No. BEC-2023-0041, dated April 15, 2023; Dr. Raymond Braswell, Lead Consultant), provided for informational and coordination purposes.
C&H Matter No. 1016-00005 DC\12847392.4
Work Stream | Estimated % of Budget
Tariff document drafting and revision (including all four anticipated draft iterations) | 35–40%
Rate design legal analysis and Braswell coordination | 20–25%
Interconnection agreement revisions and ATPC negotiations | 10–15%
Supplemental testimony preparation | 10–15%
FERC filings, motions practice, and procedural matters | 5–10%
Settlement conference preparation and participation | 5%

PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND AGREEMENT

DUNMORE ENERGY HOLDINGS LTD.

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