Unassociated Document


    Exhibit
      10.3

    


     

    SECOND
      AMENDMENT

     

    TO

     

    ALABAMA/MICHIGAN/PERMIAN
      PACKAGE

     

    PURCHASE
      AGREEMENT

     

    This
      Second Amendment to Alabama/Michigan/Permian Package Purchase Agreement (this
      “Second
      Amendment”)
      is
      dated as of July 11, 2007, by and between Dominion Exploration & Production,
      Inc., a corporation organized under the Laws of Delaware (“DEPI”),
      Dominion Energy, Inc., a corporation organized under the Laws of Virginia
      (“DEI”),
      Dominion Oklahoma Texas Exploration & Production, Inc., a corporation
      organized under the Laws of Delaware (“DOTEPI”),
      Dominion Reserves, Inc., a corporation organized under Laws of Virginia
      (“Reserves”),
      LDNG
      Texas Holdings, LLC, a limited liability company organized under the laws of
      Oklahoma (“LDNG”)
      and
      DEPI Texas Holdings, LLC, a limited liability company organized under the laws
      of Delaware (“DEPI
      Texas”)
      (collectively “Sellers”),
      and
      HighMount Exploration & Production Holding Corp., a company formerly known
      as L O & G Acquisition Corp. and organized under the Laws of Delaware
      (“Purchaser”).
      Sellers and Purchaser are sometimes referred to collectively as the “Parties”
and individually as a “Party.”

     

    RECITALS:

     

    The
      Parties have entered into an Alabama/Michigan/Permian Package Purchase Agreement
      dated as of June 1, 2007, as amended by the First Amendment dated effective
      as
      of June 1, 2007 (collectively, the “Agreement”),
      providing for the sale by Sellers to Purchaser of the Shares and the Additional
      Assets.

     

    The
      Parties desire to further amend the Agreement to clarify the treatment of
      several matters, as set forth herein.

     

    NOW,
      THEREFORE, in consideration of the premises and of the mutual promises,
      representations, warranties, covenants, conditions and agreements contained
      herein, and for other valuable consideration, the receipt and sufficiency of
      which are hereby acknowledged, the Parties agree as follows:

     

    1.  Definitions.
      Capitalized terms used but not otherwise defined herein shall have the meaning
      given to those terms in the Agreement.

     

    2.  Amendments.
      The
      Agreement is hereby amended as follows:

     

            
a.   In
      Section 2.2(c) of the Agreement, the clause prior to “(i)” is hereby replaced in
      its entirety with the following (but, for the avoidance of doubt, Sections
      2.2(c)(i)-(vi) remain as set forth in the Agreement):

     

    On
      or
      before the later of (x) July 3, 2007 and (y) thirty (30) days prior to the
      Target Closing Date, Seller shall prepare and deliver to Purchaser,


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    using
      and
      based upon the best information available to Sellers, a schedule setting forth
      the following items:

     

    b.        
      The
      first
      sentence of Section 3.5(a) is hereby replaced in its entirety with the
      following:

     

    To
      assert
      a claim arising out of a breach of Section 3.1, Purchaser must deliver a claim
      notice or notices to DEPI on or before a date which is the later of (x)
      July 19, 2007
      and (y) ten (10) Business Days prior to the Closing Date (the “Title
      Claim Date”).

     

                                
      c.        In
      the
      first sentence of Section 8.1, “August 2, 2007” is replaced with “July 31,
      2007”.

     

                                
      d.        The
      last
      sentence of Section 10.1(c) is hereby replaced in its entirety with the
      following:

     

    The
      Leadership Team shall have until the date that is no later than July 18, 2007
      to
      designate and notify Sellers or their delegate which of the
      Selected Employees will receive offers in accordance with Section
      10.2(a).

     

                                 
      e.       The
      first
      sentence of Section 12.2(g)(i) is hereby replaced in its entirety with the
      following:

     

    Purchaser
      may at its option notify DEPI in writing on or before the later of (i) July
      19,
      2007 and (ii) ten (10) Business Days prior to the Closing Date of any matter
      disclosed by a Phase I Investigation conducted by Purchaser pursuant to Section
      6.1 which Purchaser in good faith believes may constitute an Adverse
      Environmental Condition (an “Environmental
      Concern”).

     

    3.  Ratification.
      Except
      as amended by this Second Amendment, the Agreement remains in full force and
      effect in accordance with its terms.

     

    4.  Governing
      Law, Venue, Jurisdiction and Service of Process.
      Sections 13.8 and 13.9 of the Agreement are hereby incorporated into this
      Second Amendment by reference as if set out in full herein.

     

    5.  Counterparts.
      This
      Second Amendment may be executed in counterparts, each of which shall be deemed
      an original instrument, but all such counterparts together shall constitute
      but
      one agreement. Delivery of an executed counterpart signature page by facsimile
      is as effective as executing and delivering this Second Amendment in the
      presence of other Parties to this Agreement.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    IN
      WITNESS WHEREOF, this Second Amendment has been signed by each of the Parties
      as
      of the date first above written.

     

    
      	 	
              SELLER:

            	
              DOMINION
                EXPLORATION & PRODUCTION,

            
	 	 	
              INC.

            


    

     

     

    
      	 	 	
              Name:

            	/s/
              G. Scott Hetzer
	 	 	
              Title:

            	Senior
              Vice President and Treasurer


    

    


    
      	 	
              SELLER:

            	
              DOMINION
                ENERGY, INC.

            


    

    


    


    
      	 	 	
              Name:

            	/s/ G.
              Scott Hetzer
	 	 	
              Title:

            	Senior
              Vice President and Treasurer


    

    


    
      	 	
              SELLER:

            	
              DOMINION
                OKLAHOMA TEXAS

            
	 	 	
              EXPLORATION
                & PRODUCTION, INC.

            


    

    


    


    
      	 	 	
              Name:

            	/s/ G.
              Scott Hetzer
	 	 	
              Title:

            	Senior
              Vice President and Treasurer


    

    


    
      	 	
              SELLER:

            	
              DOMINION
                RESERVES, INC.

            


    

    


    


    
      	 	 	
              Name:

            	/s/ G.
              Scott Hetzer
	 	 	
              Title:

            	Senior
              Vice President and Treasurer


    

    


    
      	 	
              SELLER:

            	
              LDNG
                TEXAS HOLDINGS, LLC

            


    

    


    


    
      	 	 	
              Name:

            	/s/ G.
              Scott Hetzer
	 	 	
              Title:

            	Senior
              Vice President and Treasurer


    

    


    
      	 	
              SELLER:

            	
              DEPI
                TEXAS HOLDINGS, LLC

            


    

    


    


    
      	 	 	
              Name:

            	/s/ G.
              Scott Hetzer
	 	 	
              Title:

            	Senior
              Vice President and Treasurer


    

    


    
      	 	
              PURCHASER:

            	
              HIGHMOUNT
                EXPLORATION & 

              PRODUCTION
                HOLDING CORP

            


    

    
 

    
      	 	 	
              Name:

            	
            
	 	 	
              Title: