Unassociated Document


    Exhibit
      10.5

     

    FOURTH
      AMENDMENT

     

    TO

     

    ALABAMA/MICHIGAN/PERMIAN
      PACKAGE

     

    PURCHASE
      AGREEMENT

     

    This
      Fourth Amendment to Alabama/Michigan/Permian Package Purchase Agreement (this
      “Fourth
      Amendment”)
      is
      dated as of July 31, 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, the Second Amendment dated as of July 11, 2007 and the
      Third
      Amendment dated as of July 16, 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.     Section 1.1
      is revised by replacing clause (ii) in its entirety to read as
      follows:

     

    (ii)     in
      the
      case of DEPI, DOTEPI and Reserves as Sellers, subject to Sections 6.20 and
      8.2(d), the Additional Assets owned by such Seller (collectively, the
“Interests”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    b.     In
      Section 1.2(gg), the definition of “Excluded New Mexico Counties”, clause (ii)
      is deleted in its entirety.

     

    c.     Section 1.4
      is revised in its entirety to read as follows:

     

    Section 1.4 Transfer
      of Certain Assets Not Held by Sellers.

     

    (a)     Sellers
      shall, at Closing, cause Dominion Resources Services, Inc. to assign to
      Purchaser certain personal property described on Schedule 1.4 (the “Services
      Property”).

     

    (b)     Sellers
      shall, at Closing, cause T.S. Dudley Land Company, Inc. (“Broker”)
      to
      assign to Purchaser Broker’s right, title and interest in those Leases described
      on Schedule 1.4, Part 2 (Broker’s right, title and interest being referred
      to herein as the “Appian
      Way Leases”),
      in
      sufficient duplicate originals to allow recording in all appropriate
      jurisdictions and offices.

     

    (c)     EXCEPT
      AS
      EXPRESSLY SET FORTH IN ARTICLE IV OR THE CERTIFICATE REFERRED TO IN SECTION
      8.2(J), EACH ASSIGNMENT OF THE SERVICES PROPERTY AND THE APPIAN WAY LEASES
      SHALL
      BE “AS IS, WHERE IS” WITH ALL FAULTS, AND ALL REPRESENTATIONS AND WARRANTIES,
      EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF CONDITION, QUALITY, AIRWORTHINESS,
      SUITABILITY, DESIGN, MARKETABILITY, TITLE, INFRINGEMENT, MERCHANTABILITY,
      FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OF
      MATERIALS ARE HEREBY DISCLAIMED. Such Services Property and Appian Way Leases
      shall be considered “Additional Assets” for purposes of this Agreement with the
      benefit of the representations, warranties, and other provisions of this
      Agreement related to the Additional Assets. Without limiting any obligations
      of
      their Affiliates under Section 6.3 of this Agreement, Sellers shall also cause
      Dominion Resources Services, Inc. and Broker to comply with the various
      covenants contained in Sections 6.1 and 6.4, to the extent applicable to the
      Services Property and Appian Way Leases, respectively, prior to
      Closing.

     

    d.     Section
      2.1 is amended in its entirety to read as follows:

     

    The
      purchase price for the Interests (the “Purchase
      Price”)
      shall
      be Four Billion Sixteen Million Five Hundred Thousand dollars
      ($4,016,500,000.00) (the “Unadjusted
      Purchase Price”),
      adjusted as provided in Section 2.3.

     

    e.     Section
      2.3(d) is amended by replacing “Three Million Nine Hundred Eighty Thousand
      dollars ($3,980,000.00)” with “Four Million Three Hundred Ninety Thousand
      dollars ($4,390,000.00)”. 

     

    f.     The
      portion of Section 2.3(h)(i) prior to (A) is revised in its entirety to read
      as
      follows (but, for the avoidance of doubt Sections 2.3(h)(i)(A) and 2.3(h)(i)(B)
      shall remain as set forth in the Agreement):

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Decreased
      by an amount equal to the aggregate amount of the following proceeds received
      by
      any Seller, 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 (but only to the extent the Parties have not, before the
      Cut-Off Date, used the payment provisions of the DEPI/Purchaser Transition
      Services Agreement to make the appropriate adjustment):

     

    g.     Section
      2.3(h)(ii) is revised to add the following at the end of the
      Section:

     

    .
      The
      adjustment to the Purchase Price contained in this Section 2.3(h)(ii) shall
      not
      be made to the extent that the Parties use the payment provisions of the
      DEPI/Purchaser Transition Services Agreement before the Cut-Off Date to make
      the
      appropriate adjustment;

     

    h.     Section
      2.3(h)(iii) is revised in its entirety to read as follows:

     

                                             [RESERVED]

     

    i.     Section
      3.6(c) is amended by replacing “the Allocated Value for such Asset,” with “the
      lesser of the Allocated Value for such Asset or the amount the applicable Seller
      receives from the transferee of such Asset (except that where the amount
      received is less than the Allocated Value and there has been an Adverse Notice
      Error, the Allocated Value shall be used),”. Section 3.6(e)(iii) is revised in
      its entirety to read as follows:

     

    Pursuant
      to Section 2.3(b), the applicable Seller shall credit Purchaser with the lesser
      of the Allocated Value for any Asset transferred pursuant to Section 3.6(e)(i)
      or (e)(ii) or the amount the applicable Seller receives from the transferee
      of
      such Asset, provided that where the amount received is less than the Allocated
      Value as adjusted pursuant to this Agreement and there has been an Adverse
      Notice Error, the Allocated Value shall be used. If the transfer of the Asset
      occurs after the Cut-Off Date, the applicable Seller shall promptly refund
      to
      Purchaser such amount in lieu of an adjustment under Section 2.3(b). For
      purposes of this Section 3.6, “Adverse Notice Error” means that Sellers have
      sent a notice to the holder of the applicable preferential right to purchase
      or
      similar right that states an Allocated Value for the affected Assets that is
      less than that provided by Schedule 3.4.

     

    j.     Section
      6.19(a) is revised in its entirety to read as follows:

     

                                        [RESERVED]

     

    k.     A
      new
      Section 6.20 is added to the Agreement, reading as follows:

     

    Section
      6.20 Mississippi
      Assets.
      Sellers
      shall, prior to Closing, transfer all of Sellers’ right, title and interest in
      the Additional Leases listed on Exhibit D-1, the Additional Wells listed on
      Exhibit D-2 and all other Additional Assets that in 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    each
      case
      are located in the states of Alabama or Mississippi or used or held for use
      primarily in connection with Additional Assets located in the states of Alabama
      or Mississippi (Sellers’ right, title and interest being referred to herein
      collectively as the “Mississippi
      Assets”),
      to
      Dominion Black Warrior Basin, Inc. using a conveyance form in substantially
      the
      form attached hereto as Exhibit E (with such modifications as are
      applicable in the context), in sufficient duplicate originals to allow recording
      in all appropriate jurisdictions and offices. Notwithstanding such conveyance,
      except for purposes of Section 1.1 and Section 8.2(d), the Mississippi
      Assets shall continue to be considered Additional Assets, and not Company
      Assets, for all purposes of this Agreement.

     

    l.     A
      new
      Section 6.21 is added to the Agreement, reading as follows:

     

    Section
      6.21 Subleases.
      The
      Parties will work together in good faith to execute subleases or replacement
      leases of the office space located at 16800 Greenspoint Park Drive, Houston,
      Texas and 14000 Quail Springs Parkway, Oklahoma City, Oklahoma described on
      Exhibit D-4, each in substantially the same form and for the same
      consideration as the base lease, and for the same term, except that, in the
      case
      of subleases, assignment shall not be permitted without the prior written
      consent of DEPI, such consent not to be unreasonably withheld, and in the case
      of the office space allocated pursuant to paragraph 3 of the Fourth Amendment
      to
      this Agreement, in accordance with the allocations set forth in paragraph 3
      of
      such Fourth Amendment (each, a “Sublease”),
      as
      promptly as practicable after the Closing.

     

    m.     Section
      8.2(d) is revised in its entirety to read as follows:

     

    Conveyances
      of the Additional Assets (other than the Services Property and the Appian Way
      Leases, which are transferred pursuant to Section 1.4, the Mississippi
      Assets, which are transferred pursuant to Section 8.2(a), and the DEPI
      Texas Beneficial Interests and the DOTEPI Texas Beneficial Interests, which
      are
      transferred pursuant to Section 8.2(a)) in the form attached hereto as
      Exhibit E (the “Conveyances”)
      duly
      executed by DEPI, DOTEPI or Reserves, as applicable, in sufficient duplicate
      originals to allow recording in all appropriate jurisdictions and offices,
      and
      copies of executed conveyances of the Services Property, the Appian Way Leases
      and the Mississippi Assets;

     

    n.     Section
      8.2(e) is revised in its entirety to read as follows:

     

    Assignments
      in form required by federal, state or tribal agencies for the assignment of
      any
      federal, state or tribal Additional Properties, duly executed by DEPI, DOTEPI
      or
      Reserves, as applicable, in sufficient duplicate originals to allow recording
      in
      all appropriate offices, except to the extent that such Additional Properties
      are Leases issued by Government Authorities in the State of Michigan, in which
      case Sellers shall have until August 15, 2007 to deliver the assignments with
      respect to such properties; 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    o.     Section
      8.2(m) is revised in its entirety to read as follows:

     

    Counterparts
      of a transition services agreement between DEPI and HighMount Exploration &
Production LLC, a Delaware limited liability company (“E&P LLC”) in the form
      attached hereto as Exhibit F (the “DEPI/Purchaser
      Transition Services Agreement”),
      duly
      executed by DEPI, and counterparts of an agency agreement between Sellers and
      E&P LLC and certain of its affiliates in the form attached hereto as
      Exhibit J, duly executed by Sellers (the “Agency
      Agreement”);

     

    p.     Section
      8.2(n) is deleted in its entirety.

     

    q.     Section
      8.3(c) is revised in its entirety to read as follows:

     

    Assignments
      in the form required by federal, state or tribal agencies for the assignment
      of
      any federal, state or tribal Additional Properties, duly executed by Purchaser,
      in sufficient duplicate originals to allow recording in all appropriate offices,
      except to the extent assignments are delivered by Sellers between Closing and
      August 15, 2007 as authorized by Section 8.2(e);

     

    r.     Section
      8.3(h) is revised in its entirety to read as follows:

     

    Counterparts
      of the DEPI/Purchaser Transition Services Agreement, duly executed by E&P
      LLC and counterparts of the Agency Agreement, duly executed by E&P LLC and
      certain of its affiliates.

     

    s.     Section
      8.3(i) is deleted in its entirety.

     

    t.     Section
      13.5 is revised in its entirety to read as follows:

     

    The
      Parties understand that none of the bonds, letters of credit and guarantees,
      if
      any, posted by Sellers or any other Affiliate of the Companies or Subsidiaries
      (except the Companies and Subsidiaries) with any Governmental Authority or
      third
      Person and relating to the Companies, the Subsidiaries, or the Assets are to
      be
      transferred to Purchaser. On or before Closing, Purchaser shall obtain, or
      cause
      to be obtained in the name of Purchaser, replacements for such bonds, letters
      of
      credit and guarantees, except for the bonds, letters of credit and guarantees
      listed on Schedule 13.5-A, and shall cause, effective as of the Closing, the
      cancellation or return to Sellers of the bonds, letters of credit and guarantees
      posted by Sellers and such Affiliates, except for the bonds, letters of credit
      and guarantees listed on Schedule 13.5-A. Purchaser may also provide evidence
      that such replacements are not necessary as a result of existing bonds, letters
      of credit or guarantees that Purchaser has previously posted as long as such
      existing bonds, letters of credit or guarantees are adequate to secure the
      release of those posted by Sellers. Except for bonds, letters of credit and
      guarantees related primarily to the Excluded Assets, Schedule 13.5
      identifies the bonds, letters of credit and guarantees posted by Sellers or
      any
      other Affiliate of the Companies or Subsidiaries (except the Companies and
      Subsidiaries) with respect to the E&P Business as of the date noted on such
      schedule. Sellers and Purchaser 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    acknowledge
      that the bonds, letters of credit and guarantees described on Schedule 13.5-A
      (each a “Subsequent
      Replacement Bond”)
      will
      not, as of the Closing Date, have been replaced, cancelled or returned to
      Sellers. Notwithstanding the other terms of the Purchase Agreement (including
      this Section), from and after the Closing Date, Purchaser shall (y) no later
      than August 31, 2007 obtain, or cause to be obtained in the name of
      Purchaser, replacements for such Subsequent Replacement Bonds and shall cause
      the cancellation or return to Sellers of the Subsequent Replacement Bonds or
      provide evidence that such replacements are not necessary as a result of
      existing bonds that Purchaser has previously posted as long as such existing
      bonds are adequate to secure the release of those posted by Sellers and (z)
      indemnify, defend and hold harmless the Seller Group, as if set forth in Section
      12.2(a) of the Purchase Agreement (excluding, however, the application of
      Section 12.2(d)(ii) and Section 12.2(d)(iii) of the Purchase Agreement), from
      and against all Damages incurred or suffered by Seller Group caused by, arising
      out of or resulting from the failure to replace, cancel or return to Sellers
      any
      Subsequent Replacement Bond by Closing, including the amount of any draw on
      the
      Subsequent Replacement Bond after Closing. 

     

    u.     Section
      13.6(a) is revised in its entirety to read as follows:

     

    As
      promptly as practicable after the Closing Date, but in any event no later than
      the Cut-Off Date, Sellers shall deliver or cause to be delivered to Purchaser
      any Records that are in the possession of Sellers or their Affiliates (except
      the Subsidiaries that are not Wholly-Owned Subsidiaries), subject to Section
      13.6(b), provided that Records used in the DEPI Services pursuant to the
      DEPI/Purchaser Transition Services Agreement may be delivered upon termination
      of those DEPI Services and materials transfer records and similar records used
      for joint accounting audits may be delivered to Purchaser no later than 10
      days
      after the Cut-Off Date. During the period until the Records are delivered,
      Sellers and their Affiliates shall provide Purchaser and its Affiliates
      reasonable access, during normal business hours, to such Records upon
      request.

     

    v.     Exhibit D-1
      is revised to remove all Appian Way Leases. 

     

    w.     Exhibit
      D-2 is hereby amended by removing all of the wells and units located in San
      Juan
      and Rio Arriba Counties, New Mexico.

     

    x.     Exhibit
      D-5 is hereby amended by removing the four (4) Houston locations from the
      Exhibit.

     

    y.     Exhibit
      F
      is hereby replaced in its entirety by a new Exhibit F attached
      hereto.

     

    z.     A
      new
      Exhibit J is hereby added to the Agreement as attached hereto.

     

    aa.     Paragraph
      10 of Schedule 1.3 is revised in its entirety to read as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    All
      artwork in any office space of any Seller assumed by Purchaser, except for
      artwork located in the spaces in 16945 Northchase Drive and 16800 Greenspoint
      Park Drive in Houston, Texas assumed by Purchaser as described on Exhibit D-4,
      Part II.

     

    bb.     A
      new
      Part 2 is added to Schedule 1.4 as attached hereto.

     

    cc.     The
      following contracts are removed from Schedule 4.11 - Preferential
      Purchase Rights - Land Contracts,
      as the
      counterparties to the underlying contracts do not hold applicable preferential
      purchase rights:

     

    DMP0810001

    DMP0960001

    314796

    DMP1620001

    DMP1530008

    DP1680006

    DMP1660004

    DMP1530008

    


    and
      the
      following contracts are added to Schedule 4.11 - Preferential
      Purchase Rights - Land Contracts:

    


    DMP0410005

    DMP0410036

    


    dd.     Schedule
      13.5 is replaced in its entirety with Schedule 13.5 attached hereto and a new
      Schedule 13.5-A is hereby added to the Agreement as attached
      hereto.

     

    3.         Divided
      Space.
      The
      Parties agree, pursuant to Exhibit D-4, Part II of the Agreement, to the
      following division of DOTEPI’s office lease in OKC:

     

    Purchaser
      receives all of DOTEPI’s space in the Phase I Building, Floors 3, 4, 5 and 6,
      plus all of DOTEPI’s space on the first floor of both the Phase I Building and
      the Phase II Building, except the imaging room and a portion of the file room,
      not to exceed 400 square feet, on the first floor of the Phase II Building,
      which shall be divided from the remainder of the file room consistently with
      the
      plan attached hereto as Annex A, subject to applicable law and landlord
      approval. In connection with the division of the file room and imaging room,
      Purchaser shall reimburse Sellers for all costs incurred in the physical
      division of the space, including construction and materials costs, interior
      fixtures, and architect’s fees, not to exceed $75,000.

     

    In
      addition, the Parties agree that as a transition matter, the interest in the
      data center and the Purchaser’s rights with respect to the file room, all on the
      first floor of the Phase II Building, will not be transferred until the
      completion of the Services under the DEPI/Purchaser Transition Services
      Agreement and transition activities with respect to the Appalachian Business
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      and
        the
        sales of the Excluded Onshore Areas and the Offshore Package Areas, but no
        later
        than April 30, 2008 (the “Turn-Over Date”). 

    

     

    The
      Parties further agree, pursuant to Exhibit D-4, Part II of the Agreement, to
      the
      division of Greenspoint III as indicated on Annex B attached hereto.
      Sellers will retain the area to the north of the demising wall on the third
      floor of Greenspoint III as indicated on Annex B.

     

    With
      respect to the costs attributable to OKC data center, Purchaser will pay a
      proportionate share of the rent (and, if applicable, operating expenses and
      other pass-through charges) payable by Sellers or their Affiliates and
      attributable to the OKC data room that is equal to Purchaser’s proportionate
      share of the total space that Purchaser will occupy in the OKC
      facility.

     

    4.         Equipment.
      Notwithstanding the other terms of the Purchase Agreement, including Section
      1.3(xii), Purchaser shall be assigned those servers and other major hardware
      located in the OKC data center and Wedge International Tower, 1415 Louisiana
      Street, Houston, Texas that are specifically described in Annex C attached
      hereto. The servers and additional hardware that are described on Annex C will
      be assigned to Purchaser when they are no longer being used or reasonably need
      to be maintained by Sellers (whether independently or as part of a system)
      in
      connection with the services under the DEPI/Purchaser Transaction Services
      Agreement and transition activities with respect to the Appalachian Business
      and
      the sales of the Excluded Onshore Areas and the Offshore Package Areas, but
      no
      later than the Turn-Over Date.

     

    5.         Early
      Resolution of Certain Asserted Title Defects.
      Purchaser and Sellers agree that no adjustment to the Purchase Price will be
      made in accordance with Sections 2.3(a), 3.5(d) and 3.5(e) of the Agreement
      as a
      result of the asserted Title Defects or Title Benefits shown on Annex D attached
      hereto and that such asserted Title Defects reported by Purchaser by letter
      dated July 19, 2007, are considered by all Parties to be resolved and waived.
      Purchaser and Sellers further agree that the Allocated Values and net revenue
      interest and working interest figures from Exhibits B-2 and D-2 reported in
      Sellers’ Title Defect Notice response letter dated July 23, 2007 are the
      Allocated Values and Exhibit B-2 and D-2 numbers are to be used those purposes
      in any claim relating to the remaining Title Defects.

     

    6.         Tax
      Allocation Schedule.
      The
      Parties agree to use the tax allocation schedule attached hereto as Annex E,
      subject to adjustment after the determination of the Purchase Price under
      Section 8.4(b) as described in Section 2.2(c) of the Agreement.

     

    7.         Reimbursement
      of Certain Additional Costs.
      Sellers
      and Purchaser hereby acknowledge that the matters described in Section 3.6
      of
      the Agreement continue after Closing and that (without limiting the payments
      required to be made by Sellers to Purchaser under Section 3.6 of the Agreement,
      as amended by this Fourth Amendment) all costs and other Damages incurred after
      Closing and arising out of or attributable to the implementation of Sections
      3.6(c), (d) or (e), other than those involving an Adverse Notice Error, shall
      be
      borne by Purchaser. Any breach of this covenant shall be subject to
      indemnification under Section 12.2(a)(iii) of the Agreement, excluding, however,
      the application of Section 12.2(d)(iii) of the Agreement and provided that
      with
      respect to this covenant, such indemnification shall continue without time
      limit.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.         Hicks
      Claim.
      Notwithstanding the other terms of the Agreement, the Parties agree that
      Purchaser and DOTEPI shall each receive on-half (1/2) of the net proceeds,
      after
      court costs and attorneys’ fees, recovered from the defendants pursuant to
      DOTEPI’s demand for return of an overpayment of a production payment on the
      Hicks and Vander Stucken Wells, Sutton County, Texas, regardless of whether
      such
      recovery is made before or after the Cut-Off Date. Purchaser shall have control
      over any proceedings arising from this overpayment, at Purchaser’s expense,
      provided that Purchaser may only settle such demand or proceedings with the
      prior written consent of DEPI, such consent not to be unreasonably
      withheld.

     

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

     

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

     

    11.         Counterparts.
      This
      Fourth 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 Fourth Amendment in the
      presence of other Parties to this Agreement.

     

    


     

    [Remainder
      of page intentionally left blank.]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    


    
      	 	
              SELLER:

            	
              DOMINION
                EXPLORATION & PRODUCTION, 

            
	 	 	
              INC.

            


    

    


    


    
      	 	 	
              By:

            	
              /s/
                Christine
                M. Schwab

            
	 	 	
              Name:

            	
              Christine
                M. Schwab

            
	 	 	
              Title:

            	
              Authorized
                Signatory

            


    

    


    
      	 	
              SELLER:

            	
              DOMINION
                ENERGY, INC.

            


    

    


    


    
      	 	 	
              By:

            	
              /s/
                Christine
                M. Schwab

            
	 	 	
              Name:

            	
              Christine
                M. Schwab

            
	 	 	
              Title:

            	
              Authorized
                Signatory

            


    

    


    
      	 	
              SELLER:

            	
              DOMINION
                OKLAHOMA TEXAS

            
	 	 	
              EXPLORATION
                & PRODUCTION, INC.

            


    

    


    


    
      	 	 	
              By:

            	
              /s/
                Christine
                M. Schwab

            
	 	 	
              Name:

            	
              Christine
                M. Schwab

            
	 	 	
              Title:

            	
              Authorized
                Signatory

            


    

    


    


    
      	 	
              SELLER:

            	
              DOMINION
                RESERVES, INC.

            


    

    


    


    
      	 	 	
              By:

            	
              /s/
                Christine
                M. Schwab

            
	 	 	
              Name:

            	
              Christine
                M. Schwab

            
	 	 	
              Title:

            	
              Authorized
                Signatory

            


    

    


    


    
      	 	
              SELLER:

            	
              LDNG
                TEXAS HOLDINGS, LLC

            


    

    


    


    
      	 	 	
              By:

            	
              /s/
                Christine
                M. Schwab

            
	 	 	
              Name:

            	
              Christine
                M. Schwab

            
	 	 	
              Title:

            	
              Authorized
                Signatory

            


    

    


    


    
      	 	
              SELLER:

            	
              DEPI
                TEXAS HOLDINGS, LLC

            


    

    


    


    
      	 	 	
              By:

            	
              /s/
                Christine
                M. Schwab

            
	 	 	
              Name:

            	
              Christine
                M. Schwab

            
	 	 	
              Title:

            	
              Authorized
                Signatory

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              PURCHASER:

            	
              HIGHMOUNT
                EXPLORATION &

            
	 	 	
              PRODUCTION
                HOLDING CORP.

            


    

    


    


    
      	 	 	
              By:

            	
              /s/
                Kenneth
                J. Zinghini

            
	 	 	
              Name:

            	
              Kenneth
                J. Zinghini

            
	 	 	
              Title:

            	
              Assistant
                Secretary