Unassociated Document


    Exhibit
      10.4

    


    THIRD
      AMENDMENT

    


    TO

    


    ALABAMA/MICHIGAN/PERMIAN
      PACKAGE

    


    PURCHASE
      AGREEMENT

    


        This
      Third
      Amendment to Alabama/Michigan/Permian Package Purchase Agreement (this
“Third
      Amendment”)
      is
      dated as of July 16, 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 and the Second Amendment dated as of July 11, 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. 

              	
                The
                  first four lines of Section 2.3(h)(i) are hereby replaced in their
                  entirety with the following (but, for the 

              
	 	
                avoidance
                  of doubt, Sections 2.3(h)(A)-(B) remain as set forth in the
                  Agreement):

              


      

    

     

    
      	 	
              Decreased
                by an amount equal to the aggregate amount of the following proceeds
                received by any Seller or Company or
                Wholly-Owned

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	
              Subsidiary,
                or any of their Affiliates (other than Subsidiaries that are not
                Wholly-Owned Subsidiaries), on or prior to the Closing Date, or by
                any
                Seller or any remaining Affiliate of Sellers after the Closing
                Date:

            


    

    


    
      	
              b. 

            	
              Section
                2.3(h)(ii)(A) is hereby replaced in its entirety with the
                following:

            


    

    


    
      	 	
              (A)
                paid by or on behalf of any Seller or Company or Wholly-Owned Subsidiary,
                or any of their Affiliates (other than Subsidiaries that are not
                Wholly-Owned Subsidiaries), through and including the Closing Date,
                or by
                any Seller or any remaining Affiliate of Sellers after the Closing
                Date
                but prior to the Cut-Off Date, or 

            


    

    


    
      	
              c. 

            	
              The
                second sentence of Section 4.2(f) is hereby replaced in its entirety
                with
                the following:

            


    

    


    
      	 	
              In
                each case, all the Shares of the Companies that are not Survivor
                LPs are,
                and the Shares of the Survivor LPs at Closing will be, duly authorized
                and
                validly issued and outstanding, fully paid, non-assessable (except,
                in the
                case of each Survivor LP, as expressly authorized by the terms of
                its
                partnership agreement and except for any obligation to return
                distributions under the Texas Business Organizations Code) and not
                issued
                in violation of any preemptive
                rights.

            


    

    


    
      	
              d. 

            	
              Section
                6.14(f) is hereby replaced in its entirety with the
                following:

            


    

    


    
      	 	
              Notwithstanding
                Section 6.14(c), the Sellers may in their sole discretion cause the
                Survivor LPs to sell their respective assets directly to one or more
                directly or indirectly wholly-owned Affiliates of Purchaser in lieu
                of
                consummating the transactions described in Section
                6.14(c).

            


    

    


    
      	
              e. 

            	
              The
                second sentence of Section 6.19(a) is hereby replaced in its entirety
                with
                the following:

            


    

    


    
      	 	
              Sellers
                were not able to complete the entries necessary to include the Carlsbad
                Royalties on Exhibit D-1 prior to the date hereof, so Sellers agree
                to
                deliver to Purchaser, at least six (6) Business Days prior to the
                Closing
                Date, a supplement to Exhibit D-1 listing all Carlsbad Royalties
                not
                already on Exhibit D-1.

            


    

    


    
      	
              f. 

            	
              In
                Section 8.2, “Wholly-Owned Affiliates” is replaced with “wholly-owned
                Affiliates.”

            


    

    


    
      	
              g. 

            	
              Section
                9.1(g) is hereby replaced in its entirety with the
                following:

            


    

    


    
      	 	
              Sellers
                agree to indemnify, defend and hold harmless Purchaser and its Affiliates
                (including following Closing, the Companies and Subsidiaries) from
                and
                against any and all Taxes, claims, liabilities, losses, costs, fees,
                and
                expenses (i) arising from any breach of the representation or warranty
                

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	
              set
                forth in Section 4.5(e) or (ii) resulting from the failure of the
                Purchaser Holdco immediately following the merger of the Purchaser
                Subs
                into Purchaser Holdco to have a Tax basis in the assets held by the
                Survivor LPs for all applicable Tax purposes equal to the Tax basis
                that
                Purchaser Holdco would have obtained if Sellers had elected to effect
                the
                transaction pursuant to Section 6.14(f) unless such lower Tax basis
                arises
                from any act or omission of Purchaser, Purchaser Holdco, or its
                Affiliates, including the failure of Purchaser to cause the Purchaser
                Subs
                to timely merge with and into Purchaser Holdco as contemplated by
                Section
                6.14(e).

            


    

    


    
      	
              h. 

            	
              The
                first sentence of Section 9.7(a) is hereby replaced in its entirety
                with
                the following:

            


    

    


    
      	 	
              Purchaser
                agrees to pay to DEPI any refund received (whether by payment, credit,
                offset or otherwise, and together with any interest thereon) after
                the
                Closing by Purchaser or its Affiliates, including the Companies and
                Wholly-Owned Subsidiaries, net of any Taxes imposed thereon, in respect
                of
                any Taxes for which DEPI is liable or required to indemnify Purchaser
                under Section 9.1.

            


    

    


    
      	
              i. 

            	
              Section
                10.1(c) is hereby replaced in its entirety with the
                following:

            


    

    


    
      	 	
              “Selected
                Employees”
                are no fewer than 270 individuals (i) who, as of the Closing Date
                are (x)
                employed by DEPI, DOTEPI, Reserves or the Companies and are rendering
                services with respect to the Assets or (y) employed by Dominion Resources
                Services, Inc. and are rendering services with respect to the Assets,
                (ii)
                who are not U.S. Temporary Employees and (iii) who are selected by
                the
                Leadership Team acting as agents for Purchaser and its Affiliates
                from a
                list provided to Purchaser and its Affiliates (“Sellers’
                List”)
                in accordance with the remainder of this Section 10.1(c) as individuals
                to
                whom Purchaser or its Designated Affiliates must offer employment
                or
                continued employment in accordance with Section 10.2(a). The Leadership
                Team shall, on July 16, 2007, provide Sellers an “initial list”
                (“Purchaser’s
                Initial List”)
                of Selected Employees that will receive offers in accordance with
                Section
                10.2(a). During the period beginning July 16, 2007, and ending December
                31, 2007, Purchaser and its Designated Affiliates may, subject to
                prior
                written approval of DEPI, offer to employ individuals employed by
                Sellers
                or their Affiliates who were identified on Sellers’ List but were not
                identified on the Purchaser’s Initial List; provided, however, that the
                offer of employment of such individuals shall be counted towards
                the
                requirement to offer employment to 270 individuals under this Section
                10.1(c) only if (A) such offer is on the same terms and conditions
                applicable pursuant to Section 10.2(a), whether or not the individual
                accepts the offer, or (B) such offer of employment is accepted by
                the
                individual and is on the same terms and conditions as would be applicable
                pursuant to Section 10.2(a), except that the requirement that the
                employment be at a work

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	
              location
                no more than 50 miles from an individual’s work location as of the Closing
                Date shall be inapplicable. In addition, during the period beginning
                on
                July 16, 2007 and ending December 31, 2007, Purchaser and its Designated
                Affiliates may, subject to the prior written approval of DEPI, again
                offer
                to employ individuals employed by Seller or their Affiliates who
                were on
                Purchaser’s Initial List but who do not accept an offer of employment that
                complies with Section 10.2(a); provided, however, that such a subsequent
                offer of employment of such individuals shall not be counted towards
                the
                requirement to offer employment to 270 individuals under this Section
                10.1(c) and provided further that the offer is on the same terms
                and
                conditions as would be applicable pursuant to Section 10.2(a), except
                that
                the requirement that the employment be at a work location no more
                than 50
                miles from an individual’s work location as of the Closing Date shall be
                inapplicable. In the event that the Purchaser or its Designated Affiliates
                fail to provide offers to 270 individuals in accordance with this
                Section
                10.1(c) (including any individuals who accept offers pursuant to
                the terms
                of Section 10.15(d)) by December 31, 2007, Purchaser or its Designated
                Affiliates shall make a payment to DEPI on behalf of Sellers in the
                amount
                equal to the difference between 270 and the actual number of individuals
                (without duplication) receiving offers made in accordance with this
                Section or accepting offers in accordance with Section 10.15(d),
                multiplied by the average cash severance and other severance related
                compensation and benefits cost associated with all the employees
                that have
                been severed or are designated to be severed as of December 31, 2007
                by
                Sellers and that were included on Sellers’
List.

            


    

    


    
      	
              j. 

            	
              A
                new Section 10.15 is hereby added to the Agreement as set forth
                below:

            


    

     

    
                            Section
        10.15  Certain
        Discretionary Hires by Purchaser.

    

    


    
      	
              (a) 

            	
              From
                time to time, until December 31, 2007, Sellers may provide to Purchaser
                and its Designated Affiliates, in addition to Sellers’ List provided
                pursuant to Section 10.1(c), a list of one or more individuals employed
                by
                Sellers or their Affiliates but who are not Designated Employees
                or
                individuals on Sellers’ List (collectively “Other
                Employees”)
                that Purchaser or its Designated Affiliates may offer to employ.
                Purchaser
                or its Designated Affiliate must request and receive written permission
                from Sellers prior to extending an employment offer to an individual
                on
                this list.

            


    

    


    
      	
              (b) 

            	
              An
                offer of employment to an Other Employee by Purchaser or its Designated
                Affiliates must be on the same terms and conditions as would be applicable
                had the individual been a Selected Employee, except that the requirement
                that the offer of employment be at a work location no more than 50
                miles
                from an individual’s work location as of the Closing Date shall be
                inapplicable. Otherwise, an offer of employment by Purchaser
                or

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
               

            	
              its
                Designated Affiliates to an Other Employee must meet the comparability
                and
                other requirements of Section 10.2.

            


    

    


    
      	
              (c) 

            	
              An
                Other Employee employed by Purchaser or its Designated Affiliates
                shall be
                treated as a Selected Employee for purposes of the provisions of
                Article
                10, including the requirements of Section 10.2(d) related to payment
                by
                Purchaser or its Designated Affiliates to Sellers cash severance
                or other
                severance related compensation and benefits provided by Sellers and
                their
                Affiliates to an individual who is subsequently employed by Purchaser
                or
                its Designated Affiliates, but, except as provided in Section 10.15(d),
                in
                no event shall an offer to, or the employment of, an Other Employee
                be
                counted towards the requirement in Section 10.1(c) that Purchaser
                or its
                Designated Affiliates hire 270
                individuals.

            


    

    


    
      	
              (d) 

            	
              Sellers
                shall specifically identify any Other Employee who is an expatriate.
                Other
                Employees who are expatriates and who accept an offer that complies
                with
                the requirements of Section 10.15(b) shall be counted towards the
                requirement in Section 10.1(c) that Purchaser or its Designated Affiliates
                hire 270 individuals. Notwithstanding any provision to the contrary
                herein, for purposes of Section 10.2(d) the cash severance and other
                severance related compensation with respect to an Other Employee
                who is an
                expatriate shall be equal to the amount determined under such individual’s
                “Separation Agreement, Waiver and Release” with Sellers or their
                Affiliates.

            


    

     

    3. Stonewater
      Letter Agreement.  The
      Parties hereby agree to terminate the letter agreement between the Parties
      dated
      June 1, 2007 (the “Stonewater
      Letter Agreement”)
      and
      agree  that the “Stonewater Revisions” called for in the Stonewater Letter
      Agreement will not be made.

    


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

    


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

    


    6. Counterparts.  This
      Third 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 Third Amendment in the presence
      of other Parties to this Agreement.

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

        IN
      WITNESS
      WHEREOF, this Third 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:

            	
            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
       

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

       

      
        	 	
                SELLER:

              	
                DOMINION
                  EXPLORATION & PRODUCTION, 

              
	 	 	
                INC.

              




      


      
        	 	 	
                Name:

              	
              
	 	 	
                Title:

              	
              


      

      


      
        	 	
                SELLER:

              	
                DOMINION
                  ENERGY, INC.

              


      

      


      


      
        	 	 	
                Name:

              	
              
	 	 	
                Title:

              	
              


      

      


      
        	 	
                SELLER:

              	
                DOMINION
                  OKLAHOMA TEXAS 

              
	 	 	
                EXPLORATION
                  & PRODUCTION, INC.

              


      

      


      


      
        	 	 	
                Name:

              	
              
	 	 	
                Title:

              	
              


      

      


      
        	 	
                SELLER:

              	
                DOMINION
                  RESERVES, INC.

              


      

      


      


      
        	 	 	
                Name:

              	
              
	 	 	
                Title:

              	
              


      

      


      
        	 	
                SELLER:

              	
                LDNG
                  TEXAS HOLDINGS, LLC

              


      

      


      


      
        	 	 	
                Name:

              	
              
	 	 	
                Title:

              	
              


      

      


      
        	 	
                SELLER:

              	
                DEPI
                  TEXAS HOLDINGS, LLC

              


      

      


      


      
        	 	 	
                Name:

              	
              
	 	 	
                Title:

              	
              


      

      


      
        	 	
                PURCHASER:

              	
                HIGHMOUNT
                  EXPLORATION & 

              
	 	 	
                PRODUCTION
                  HOLDING CORP.

              


      

      


      


      
        	 	 	
                Name:

              	/s/
                Peter W. Keegan
	 	 	
                Title:

              	Peter
                W. Keegan SVP