Unassociated Document


    Exhibit
      10.2

    


     

    FIRST
      AMENDMENT

     

    TO

     

    ALABAMA/MICHIGAN/PERMIAN
      PACKAGE

     

    PURCHASE
      AGREEMENT

     

    This
      First Amendment to Alabama/Michigan/Permian Package Purchase Agreement (this
      “First
      Amendment”)
      is
      dated effective as of June 1, 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 (the “Agreement”),
      providing for the sale by Sellers to Purchaser of the Shares and the Additional
      Assets.

     

    The
      Parties desire to 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.  On
      Schedule 8.4(D), the bank account information for Sellers is hereby replaced
      with the following:

     

              JP
      Morgan Chase Bank

             
Account
      Holder:  Dominion
      Resources, Inc.

              Account
      No.
      144053865

             
ABA
      No. 021-000-021

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
                         
        b.   
         In
        Section 2.2 of Exhibit F, the form of DEPI/Purchaser Transition Services
        Agreement, the first sentence is rewritten to read as
        follows:

    

     

    At
      all
      times during the performance of Purchaser Services by Purchaser, all persons
      performing such Purchaser Services who shall be in the employ and/or under
      the
      control of Purchaser, the Companies or their Affiliates (including agents,
      contractors, temporary employees and consultants) shall be independent from
      DEPI
      and not employees of DEPI and shall not be entitled to any payment, benefit
      or
      perquisite directly from DEPI on account of such Purchaser Services, provided,
      however, certain Company Onshore Employees and Managing Directors that accept
      employment and remain employed with Purchaser may participate in the Company’s
      U.S. Benefit Plans to the extent such participation is permitted under the
      Dominion Pension Plan and the Dominion Retiree Health and Welfare Plan.


     

                       
      c.     A
      new
      Section 2.7 is added in Exhibit F, the form of DEPI/Purchaser Transition
      Services Agreement, reading as follows:

     

    Section
      2.7 Information
      to DEPI.
      Within
      30 days following the 180th day after the Closing Date, Purchaser shall provide
      DEPI notice of (i) all Company Onshore Employees and Managing Directors that
      have remained employed by Purchaser from the date of employment with Purchaser
      through the 180th day from Closing, measured from and including the Closing
      Date, and (ii) any Company Onshore Employees or Managing Directors who accepted
      employment with Purchaser pursuant to Section 10.2(a) or (b) of the Purchase
      Agreement but who were not employed by Purchaser for the entire 180 day period,
      measured from and including the Closing Date, together with an explanation
      as to
      whether their departure was voluntary, involuntary without cause, or involuntary
      with cause.

     

                      
      d.     Schedule
      3.4 is replaced in its entirety with the Schedule 3.4 attached to this First
      Amendment, and now includes allocations to Assets other than the Wells and
      Units
      which are the subject of DEPI’s title representation in Article 3. 

     

    3. Ratification.
      Except
      as amended by this First 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 First
      Amendment by reference as if set out in full herein.

     

    5. Counterparts.
      This
      First 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 First Amendment in the presence of other
      Parties to this Agreement.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


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

     

    
      	 	
              SELLER:

            	
              DOMINION
                EXPLORATION & PRODUCTION, 

            
	 	 	
              INC.

            


    

     

     

    
      	 	 	
              Name:

            	/s/
	 	 	
              Title:

            	 


    

    


    
      	 	
              SELLER:

            	
              DOMINION
                ENERGY, INC.

            


    

    


    


    
      	 	 	
              Name:

            	/s/
	 	 	
              Title:

            	 


    

    


    
      	 	
              SELLER:

            	
              DOMINION
                OKLAHOMA TEXAS 

            
	 	 	
              EXPLORATION
                & PRODUCTION, INC.

            


    

    


    


    
      	 	 	
              Name:

            	/s/
	 	 	
              Title:

            	 


    

    


    
      	 	
              SELLER:

            	
              DOMINION
                RESERVES, INC.

            


    

    


    


    
      	 	 	
              Name:

            	/s/
	 	 	
              Title:

            	 


    

    


    
      	 	
              SELLER:

            	
              LDNG
                TEXAS HOLDINGS, LLC

            


    

    


    


    
      	 	 	
              Name:

            	/s/
	 	 	
              Title:

            	 


    

    


    
      	 	
              SELLER:

            	
              DEPI
                TEXAS HOLDINGS, LLC

            


    

    


    


    
      	 	 	
              Name:

            	/s/
	 	 	
              Title:

            	 


    

    


    
      	 	
              PURCHASER:

            	
              HIGHMOUNT
                EXPLORATION & 

            
	 	 	
              PRODUCTION
                HOLDING CORP.

            


    

    


     

    
      	 	 	
              Name:

            	/s/
	 	 	
              Title: