**Exhibit2.1**

**MID-CONTINENT ONSHORE PACKAGE**

**PURCHASEAGREEMENT**

**BETWEEN**

**DOMINION EXPLORATION &PRODUCTION, INC.**

**DOMINION OKLAHOMA TEXASEXPLORATION & PRODUCTION, INC.**

**LDNG TEXAS HOLDINGS, LLC**

**DEPITEXAS HOLDINGS, LLC**

**ASSELLERS,**

**AND**

**LINNENERGY, LLC,**

**AS PURCHASER,**

**Dated as of  June 29, 2007**

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**TABLE OF CONTENTS**
|                                                               | ** ** | ** **                                                                        | **Page** |
|---------------------------------------------------------------|------------|-----------------------------------------------------------------------------------|----------|
| **ARTICLE 1** PURCHASE AND  SALE                         | 1          |
|                                                          |       |
| Section 1.1                                              |       | Purchase and Sale                                                                 | 1        |
| Section 1.2                                              |       | Certain Definitions                                                               | 1        |
| Section 1.3                                              |       | Excluded Assets                                                                   | 11       |
| Section 1.4                                              |       | Transfer of Certain Assets Not Held by Sellers                                    | 13       |
|                                                          |       |                                                                              |     |
| **ARTICLE 2** PURCHASE PRICE                             | 13         |
| ** **                                                    |       |
| Section 2.1                                              |       | Purchase Price                                                                    | 13       |
| Section 2.2                                              |       | Allocation of Purchase Price                                                      | 13       |
| Section 2.3                                              |       | Adjustments to Purchase Price                                                     | 16       |
| Section 2.4                                              |       | Ordinary Course Pre-Effective Date Costs Paid and  Revenues Received Post-Closing | 19       |
| Section 2.5                                              |       | Procedures                                                                        | 20       |
|                                                          |       |                                                                              |     |
| **ARTICLE 3** TITLE MATTERS                              | 21         |
|                                                          |       |
| Section 3.1                                              |       | Company’s Title                                                              | 21       |
| Section 3.2                                              |       | Definition of Defensible Title                                                    | 21       |
| Section 3.3                                              |       | Definition of Permitted Encumbrances                                              | 22       |
| Section 3.4                                              |       | Allocated Values                                                                  | 24       |
| Section 3.5                                              |       | Notice of Title Defects; Defect Adjustments                                       | 24       |
| Section 3.6                                              |       | Consents to Assignment and  Preferential Rights to Purchase                       | 28       |
| Section 3.7                                              |       | Limitations on Applicability                                                      | 30       |
|                                                          |       |                                                                              |     |
| **ARTICLE 4** REPRESENTATIONS  AND WARRANTIES OF SELLERS | 31         |
|                                                          |       |
| Section 4.1                                              |       | Sellers                                                                           | 31       |
| Section 4.2                                              |       | The Companies                                                                     | 31       |
| Section 4.3                                              |       | Accuracy of Data                                                                  | 34       |
| Section 4.4                                              |       | Litigation                                                                        | 35       |
| Section 4.5                                              |       | Taxes and Assessments                                                             | 35       |
| Section 4.6                                              |       | Environmental Laws                                                                | 36       |
| Section 4.7                                              |       | Compliance with Laws                                                              | 37       |
| Section 4.8                                              |       | Contracts                                                                         | 37       |
| Section 4.9                                              |       | Payments for Production                                                           | 38       |
| Section 4.10                                             |       | Production Imbalances                                                             | 38       |
| Section 4.11                                             |       | Consents and Preferential Purchase Rights                                         | 38       |
| Section 4.12                                             |       | Liability for Brokers’ Fees                                                  | 38       |
| Section 4.13                                             |       | Equipment and Personal Property                                                   | 38       |
| Section 4.14                                             |       | Operation of the E&P Business                                                 | 38       |
| Section 4.15                                             |       | Non-Consent Operations                                                            | 39       |
| Section 4.16                                             |       | Outstanding Capital Commitments                                                   | 39       |
| Section 4.17                                             |       | Insurance                                                                         | 39       |

 

i

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| Section 4.18                                               |   | Absence of Certain Changes                   | 39     |
|-----------------------------------------------------------------|--------|----------------------------------------------|--------|
| Section 4.19                                               |   | Limitations                                  | 39     |
|                                                            |   |                                         |   |
| **ARTICLE 5** REPRESENTATIONS  AND WARRANTIES OF PURCHASER | 41     |
|                                                            |   |
| Section 5.1                                                |   | Existence and Qualification                  | 41     |
| Section 5.2                                                |   | Power                                        | 41     |
| Section 5.3                                                |   | Authorization and Enforceability             | 41     |
| Section 5.4                                                |   | No Conflicts                                 | 41     |
| Section 5.5                                                |   | Consents, Approvals or Waivers               | 41     |
| Section 5.6                                                |   | Litigation                                   | 42     |
| Section 5.7                                                |   | Financing                                    | 42     |
| Section 5.8                                                |   | Investment Intent                            | 42     |
| Section 5.9                                                |   | Independent Investigation                    | 42     |
| Section 5.10                                               |   | Liability for Brokers’ Fees             | 43     |
| Section 5.11                                               |   | Qualification                                | 43     |
|                                                            |   |                                         |   |
| **ARTICLE 6** COVENANTS OF  THE PARTIES                    | 43     |
|                                                            |   |
| Section 6.1                                                |   | Access                                       | 43     |
| Section 6.2                                                |   | Notification of Breaches                     | 44     |
| Section 6.3                                                |   | Press Releases                               | 44     |
| Section 6.4                                                |   | Operation of Business                        | 44     |
| Section 6.5                                                |   | Conduct of the Companies                     | 45     |
| Section 6.6                                                |   | Indemnity Regarding Access                   | 47     |
| Section 6.7                                                |   | Governmental Reviews                         | 47     |
| Section 6.8                                                |   | Intercompany Indebtedness                    | 48     |
| Section 6.9                                                |   | Third Person Indebtedness                    | 48     |
| Section 6.10                                               |   | Operatorship                                 | 48     |
| Section 6.11                                               |   | Volumetric Production Payments               | 48     |
| Section 6.12                                               |   | Hedges                                       | 48     |
| Section 6.13                                               |   | Vehicles and Equipment                       | 48     |
| Section 6.14                                               |   | Further Assurances                           | 49     |
| Section 6.15                                               |   | Certain Beneficial Interests                 | 49     |
| Section 6.16                                               |   | DEPI/Purchaser Transition Services Agreement | 50     |
| Section 6.17                                               |   | Stonewater Pipeline Interests                | 50     |
| Section 6.18                                               |   | Financial Statements                         | 50     |
| Section 6.19                                               |   | Purchaser’s Funding                     | 51     |
| Section 6.20                                               |   | Subco Formation and Assignment               | 52     |
|                                                            |   |                                         |   |
| **ARTICLE 7** CONDITIONS TO  CLOSING                       | 54     |
|                                                            |   |
| Section 7.1                                                |   | Conditions of Sellers to Closing             | 54     |
| Section 7.2                                                |   | Conditions of Purchaser to Closing           | 54     |
|                                                            |   |                                         |   |
| **ARTICLE 8** CLOSING                                      | 55     |
|                                                            |   |
| Section 8.1                                                |   | Time and Place of Closing                    | 55     |
| Section 8.2                                                |   | Obligations of Sellers at Closing            | 55     |

 

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| Section 8.3                                  |   | Obligations of Purchaser at Closing                                | 57     |
|---------------------------------------------------|--------|--------------------------------------------------------------------|--------|
| Section 8.4                                  |   | Closing Payment and Post-Closing Purchase Price  Adjustments       | 58     |
|                                              |   |                                                               |   |
| **ARTICLE 9** TAX MATTERS                    | 59     |
|                                              |   |
| Section 9.1                                  |   | Liability for Taxes                                                | 59     |
| Section 9.2                                  |   | Preparation and Filing of Company Tax Returns                      | 62     |
| Section 9.3                                  |   | Allocation Arrangements                                            | 63     |
| Section 9.4                                  |   | Access to Information                                              | 63     |
| Section 9.5                                  |   | Contest Provisions                                                 | 64     |
| Section 9.6                                  |   | Post-Closing Actions Which Affect Seller’s Tax  Liability     | 65     |
| Section 9.7                                  |   | Refunds                                                            | 65     |
| Section 9.8                                  |   | Conflict                                                           | 65     |
| Section 9.9                                  |   | Conversion                                                         | 65     |
| Section 9.10                                 |   | Section 754 Election                                          | 66     |
|                                              |   |                                                               |   |
| **ARTICLE 10** U.S.  EMPLOYMENT MATTERS      | 66     |
|                                              |   |                                                               |   |
| Section 10.1                                 |   | Employees                                                          | 66     |
| Section 10.2                                 |   | Continued Employment                                               | 67     |
| Section 10.3                                 |   | Plan Participation                                                 | 68     |
| Section 10.4                                 |   | Participation in Purchaser Plans                                   | 68     |
| Section 10.5                                 |   | Service Credit                                                     | 69     |
| Section 10.6                                 |   | Vacation and Leave                                                 | 69     |
| Section 10.7                                 |   | Defined Contribution Plan                                          | 69     |
| Section 10.8                                 |   | Vesting                                                            | 69     |
| Section 10.9                                 |   | Welfare Benefit Plans; Workers’ Compensation; Other  Benefits | 69     |
| Section 10.10                                |   | WARN Act                                                           | 70     |
| Section 10.11                                |   | Postretirement Benefits                                            | 70     |
| Section 10.12                                |   | Annual Incentive Plan                                              | 71     |
| Section 10.13                                |   | Immigration Matters                                                | 71     |
|                                              |   |                                                               |   |
| **ARTICLE 11** TERMINATION  AND AMENDMENT    | 71     |
|                                              |   |                                                               |   |
| Section 11.1                                 |   | Termination                                                        | 71     |
| Section 11.2                                 |   | Effect of Termination                                              | 71     |
|                                              |   |                                                               |   |
| **ARTICLE 12**  INDEMNIFICATION; LIMITATIONS | 72     |
|                                              |   |                                                               |   |
| Section 12.1                                 |   | Assumption                                                         | 72     |
| Section 12.2                                 |   | Indemnification                                                    | 73     |
| Section 12.3                                 |   | Indemnification Actions                                            | 76     |
| Section 12.4                                 |   | Casualty and Condemnation                                          | 77     |
| Section 12.5                                 |   | Limitation on Actions                                              | 78     |
|                                              |   |                                                               |   |
| **ARTICLE 13** MISCELLANEOUS                 | 79     |
|                                              |   |                                                               |   |
| Section 13.1                                 |   | Counterparts                                                       | 79     |
| Section 13.2                                 |   | Notices                                                            | 79     |
| Section 13.3                                 |   | Sales or Use Tax, Recording Fees and Similar Taxes  and Fees       | 80     |

 

iii

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| Section 13.4  |   | Expenses                                                | 80 |
|--------------------|--------|---------------------------------------------------------|----|
| Section 13.5  |   | Replacement of Bonds, Letters of Credit and  Guarantees | 80 |
| Section 13.6  |   | Records                                                 | 81 |
| Section 13.7  |   | Name Change                                             | 81 |
| Section 13.8  |   | Governing Law and Venue                                 | 82 |
| Section 13.9  |   | Dispute Resolution                                      | 82 |
| Section 13.10 |   | Captions                                                | 82 |
| Section 13.11 |   | Waivers                                                 | 82 |
| Section 13.12 |   | Assignment                                              | 82 |
| Section 13.13 |   | Entire Agreement                                        | 83 |
| Section 13.14 |   | Amendment                                               | 83 |
| Section 13.15 |   | No Third-Person Beneficiaries                           | 83 |
| Section 13.16 |   | Guarantees                                              | 83 |
| Section 13.17 |   | References                                              | 83 |
| Section 13.18 |   | Construction                                            | 84 |
| Section 13.19 |   | Limitation on Damages                                   | 84 |

 

**EXHIBITS:**
|        | Exhibit A   |   | Companies                                            |
|--------|------------------|--------|------------------------------------------------------|
|   | Exhibit B-1 |   | Company Leases                                       |
|   | Exhibit B-2 |   | Company Wells                                        |
|   | Exhibit B-3 |   | Company Midstream Assets                             |
|   | Exhibit B-4 |   | Company Office Leases                                |
|   | Exhibit C   |   | RESERVED                                             |
|   | Exhibit D-1 |   | Additional Leases                                    |
|   | Exhibit D-2 |   | Additional Wells                                     |
|   | Exhibit D-3 |   | Additional Midstream Assets                          |
|   | Exhibit D-4 |   | Additional Office Leases                             |
|   | Exhibit D-5 |   | Additional Inventory                                 |
|   | Exhibit D-6 |   | Additional Radio Licenses                            |
|   | Exhibit E   |   | Form of Conveyance                                   |
|   | Exhibit F   |   | Form of DEPI/Purchaser Transition Services Agreement |
|   | Exhibit G   |   | Form of DRI Guarantee                                |

 

**SCHEDULES**
|        | Schedule 1.2       |   | Executives, Managing Directors and Key Employees |
|--------|-------------------------|--------|--------------------------------------------------|
|   | Schedule 1.2(w)    |   | Non-Excluded Colorado Counties                   |
|   | Schedule 1.2(aa)   |   | Non-Excluded Texas Counties                      |
|   | Schedule 1.3       |   | Certain Excluded Assets                          |
|   | Schedule 1.4       |   | Assets Not Owned By Sellers                      |
|   | Schedule 2.2       |   | Allocation of Purchase Price                     |
|   | Schedule 2.3(e)    |   | Imbalance Values                                 |
|   | Schedule 3.4       |   | Allocation of Unadjusted Purchase Price          |
|   | Schedule 4.2(i)(i) |   | Employee Benefits and Compensation Programs List |
|   | Schedule 4.4       |   | Litigation                                       |

 

iv

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|        | Schedule 4.5          |   | Tax Disclosures                                            |
|--------|----------------------------|--------|------------------------------------------------------------|
|   | Schedule 4.5(f)       |   | Tax Treatment                                              |
|   | Schedule 4.6          |   | Environmental Disclosures                                  |
|   | Schedule 4.7          |   | Violations of Laws                                         |
|   | Schedule 4.8          |   | Contracts                                                  |
|   | Schedule 4.9          |   | Production Payments                                        |
|   | Schedule 4.10         |   | Production Imbalances                                      |
|   | Schedule 4.11         |   | Consents and Preferential Rights                           |
|   | Schedule 4.14         |   | Operation of the E&P Business                          |
|   | Schedule 4.16         |   | Outstanding Capital Commitments                            |
|   | Schedule 4.17         |   | Insurance                                                  |
|   | Schedule 4.19(c)      |   | Persons with Knowledge                                     |
|   | Schedule 6.4          |   | 2007 Plan                                                  |
|   | Schedule 6.5          |   | Conduct of the Companies                                   |
|   | Schedule 6.9          |   | Third Party Indebtedness                                   |
|   | Schedule 6.11         |   | Terms of Volumetric Production Payment Contracts           |
|   | Schedule 8.4(d)       |   | Bank Account Information                                   |
|   | Schedule 10.2(c)(i)   |   | Summary of the Dominion E&P Special Severance  Program |
|   | Schedule 10.2(c)(ii)  |   | Special Package - Managing Directors                       |
|   | Schedule 10.2(c)(iii) |   | Special Package - Key Employees                            |
|   | Schedule 10.2(d)      |   | Executive Agreements - Terms and Conditions                |
|   | Schedule 13.5         |   | Guarantees to be Replaced                                  |

 

v

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**Index ofDefined Terms**
| **Defined Term**                  | ** ** | ** **                 |
|-----------------------------------|------------|----------------------------|
| 2007 Plan                         |       | Section 6.4           |
| Accounting Arbitrator             |       | Section 8.4(b)        |
| Accounting Principles             |       | Section 2.3           |
| Additional Assets                 |       | Section 1.2(a)        |
| Additional Contracts              |       | Section 1.2(a)(iv)    |
| Additional Equipment              |       | Section 1.2(a)(vi)    |
| Additional Excluded Records       |       | Section 1.2(a)(xi)    |
| Additional Leases                 |       | Section 1.2(a)(i)     |
| Additional Midstream Assets       |       | Section 1.2(a)(iii)   |
| Additional Properties             |       | Section 1.2(a)(iii)   |
| Additional Records                |       | Section 1.2(a)(xi)    |
| Additional Units                  |       | Section 1.2(a)(ii)    |
| Additional Wells                  |       | Section 1.2(a)(i)     |
| Adjustment Period                 |       | Section 2.3(h)(i)(A)  |
| Affiliate                         |       | Section 1.2(b)        |
| Agreed Rate                       |       | Section 2.3(h)(iii)   |
| Agreement                         |       | Preamble                   |
| Allocated Value                   |       | Section 3.4           |
| Annual Incentive Plan             |       | Section 1.2(c)        |
| Appalachian Business              |       | Section 1.2(a)(xi)(A) |
| Assets                            |       | Section 1.2(d)        |
| Assumed Seller Obligations        |       | Section 12.1          |
| Available Employees               |       | Section 10.1          |
| Business Day                      |       | Section 1.2(e)        |
| Claim                             |       | Section 12.3(b)       |
| Claim Notice                      |       | Section 12.3(b)       |
| Closing                           |       | Section 8.1           |
| Closing Date                      |       | Section 8.1           |
| Closing Payment                   |       | Section 8.4(a)        |
| COBRA                             |       | Section 10.9          |
| Code                              |       | Section 1.2(g)        |
| Commitment Letter                 |       | Section 5.7(b)        |
| Company; Companies                |       | Recitals                   |
| Company Assets                    |       | Section 1.2(h)        |
| Company Contracts                 |       | Section 1.2(h)(iv)    |
| Company Equipment                 |       | Section 1.2(h)(vi)    |
| Company Excluded Records          |       | Section 1.2(h)(xi)    |
| Company Leases                    |       | Section 1.2(h)(i)     |
| Company Midstream Assets          |       | Section 1.2(h)(iii)   |
| Company Onshore Employee          |       | Section 10.1          |
| Company Properties                |       | Section 1.2(h)(iii)   |
| Company Records                   |       | Section 1.2(h)(xi)    |
| Company’s U.S. Benefit Plans |       | Section 10.3          |
| Company Units                     |       | Section 1.2(h)(ii)    |

 

i

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| Company Wells                                |   | Section 1.2(h)(i) |
|----------------------------------------------|--------|------------------------|
| Computer/Vehicle Buy-Out Costs               |   | Section 6.13      |
| Confidentiality Agreement                    |   | Section 6.1       |
| Contracts                                    |   | Section 1.2(k)    |
| Conveyances                                  |   | Section 8.2(d)    |
| Cut-Off Date                                 |   | Section 2.3       |
| Damages                                      |   | Section 12.2(d)   |
| Defensible Title                             |   | Section 3.2(a)    |
| DEPI                                         |   | Preamble               |
| DEPI I, LP                                   |   | Section 1.2(l)    |
| DEPI/Purchaser Transition Services Agreement |   | Section 8.2(m)    |
| DEPI Survivor LP                             |   | Section 6.15(c)   |
| DEPI Texas                                   |   | Preamble               |
| DEPI Texas Beneficial Interests              |   | Section 1.2(m)    |
| DNG I, LP                                    |   | Section 1.2(n)    |
| DOTEPI                                       |   | Preamble               |
| DOTEPI Survivor LP                           |   | Section 6.15(c)   |
| DOTEPI Texas Beneficial Interests            |   | Section 1.2(o)    |
| DRI                                          |   | Section 1.2(p)    |
| Due Date                                     |   | Section 9.2(d)    |
| E&P Business                             |   | Section 1.2(q)    |
| Effective Date                               |   | Section 1.2(r)    |
| Employee Plans                               |   | Section 1.2(s)    |
| Environmental Laws                           |   | Section 4.6       |
| Equipment                                    |   | Section 1.2(t)    |
| ERISA                                        |   | Section 1.2(u)    |
| ERISA Affiliate                              |   | Section 1.2(v)    |
| Excluded Assets                              |   | Section 1.3       |
| Excluded Colorado Counties                   |   | Section 1.2(w)    |
| Excluded Employees                           |   | Section 1.2(x)    |
| Excluded Onshore Areas                       |   | Section 1.2(y)    |
| Excluded Records                             |   | Section 1.2(z)    |
| Excluded Texas Counties                      |   | Section 1.2(aa)   |
| Executives                                   |   | Section 1.2(bb)   |
| Governmental Authority                       |   | Section 1.2(cc)   |
| Hart-Scott-Rodino Act                        |   | Section 1.2(dd)   |
| Indemnified Person                           |   | Section 12.3(a)   |
| Indemnifying Person                          |   | Section 12.3(a)   |
| Independent Appraiser                        |   | Section 2.2(c)    |
| Interest Purchase Price                      |   | Section 2.2(a)    |
| Interest Unadjusted Purchase Price           |   | Section 2.2(a)    |
| Interests                                    |   | Section 1.1       |
| Key Employees                                |   | Section 1.2(ee)   |
| Laws                                         |   | Section 1.2(ff)   |
| LDNG                                         |   | Preamble               |
| Leases                                       |   | Section 1.2(gg)   |

 

ii

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| Loan                          |   | Section 6.5(c)     |
|-------------------------------|--------|-------------------------|
| Managing Directors            |   | Section 1.2(hh)    |
| Material Adverse Effect       |   | Section 4.19(d)    |
| Material Contract             |   | Section 1.2(ii)    |
| Midcontinent Area             |   | Section 1.2(jj)    |
| Midstream Assets              |   | Section 1.2(kk)    |
| Multiemployer Plan            |   | Section 1.2(ll)    |
| NORM                          |   | Section 4.6        |
| Offshore Package Areas        |   | Section 1.2(mm)    |
| PBGC                          |   | Section 1.2(nn)    |
| Party; Parties                |   | Preamble                |
| Permitted Encumbrances        |   | Section 3.3        |
| Person                        |   | Section 1.2(oo)    |
| Post-Closing Period           |   | Section 9.1(c)     |
| Pre-Closing Period            |   | Section 9.1(b)     |
| Properties                    |   | Section 1.2(pp)    |
| Property Costs                |   | Section 1.2(qq)    |
| Purchase Price                |   | Section 2.1        |
| Purchaser                     |   | Preamble                |
| Purchaser Group               |   | Section 12.2(b)    |
| Purchaser Holdco              |   | Section 6.15(c)    |
| Purchaser Subs                |   | Section 6.15(c)    |
| Purchaser U.S. Employee Plans |   | Section 10.4       |
| Records                       |   | Section 1.2(ss)    |
| Reserve Report                |   | Section 4.3(b)     |
| Retained Seller Obligations   |   | Section 12.1       |
| Sellers                       |   | Preamble                |
| Seller Group                  |   | Section 12.2(a)    |
| Shares                        |   | Recitals                |
| Special Bonus                 |   | Section 10.11      |
| Stonewater Pipeline Interests |   | Section 1.2(tt)    |
| Sublease                      |   | Section 8.2(n)     |
| Survivor LPs                  |   | Section 6.15(c)    |
| Target Closing Date           |   | Section 8.1        |
| Tax                           |   | Section 1.2(uu)    |
| Tax Audit                     |   | Section 9.5(a)     |
| Tax Indemnified Person        |   | Section 9.5(a)     |
| Tax Indemnifying Person       |   | Section 9.5(a)     |
| Tax Items                     |   | Section 9.2(a)     |
| Tax Payor                     |   | Section 9.2(d)     |
| Tax Related Costs             |   | Section 1.2(vv)    |
| Tax Return                    |   | Section 9.2(a)     |
| Tax Return Preparer           |   | Section 9.2(d)     |
| Tax Sharing Agreement         |   | Section 9.3        |
| Title IV Plan                 |   | Section 4.2(i)(iv) |
| Title Arbitrator              |   | Section 3.5(i)     |

 

iii

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| Title Benefit             |   | Section 3.2(b)  |
|---------------------------|--------|----------------------|
| Title Benefit Amount      |   | Section 3.5(e)  |
| Title Claim Date          |   | Section 3.5(a)  |
| Title Defect              |   | Section 3.2(b)  |
| Title Defect Amount       |   | Section 3.5(d)  |
| Unadjusted Purchase Price |   | Section 2.1     |
| U.S. Temporary Employees  |   | Section 1.2(ww) |
| Units                     |   | Section 1.2(xx) |
| WARN Act                  |   | Section 10.10   |
| Wells                     |   | Section 1.2(zz) |

 

iv

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**MID-CONTINENT ONSHOREPACKAGE PURCHASE AGREEMENT**

This Mid-Continent OnshorePackage Purchase Agreement (this “Agreement”), is dated as of                      ,2007, by and between Dominion Exploration & Production, Inc., acorporation organized under the Laws of Delaware (“DEPI”), DominionOklahoma Texas Exploration & Production, Inc., a corporation organizedunder the Laws of Delaware (“DOTEPI”), LDNG Texas Holdings, LLC, alimited liability company organized under the laws of Oklahoma (“LDNG”),and DEPI Texas Holdings, LLC, a limited liability company organized under thelaws of Delaware (“DEPI Texas”) (collectively “Sellers”), andLinn Energy, LLC, a limited liability company organized under the Laws ofDelaware (“Purchaser”).  Sellersand Purchaser are sometimes referred to collectively as the “Parties”and individually as a “Party.”

**RECITALS**:

Each Seller desires to selland Purchaser desires to purchase all of the issued and outstanding shares, orpartnership interests, as applicable (the “Shares”) of the corporationsand partnerships described opposite each Seller’s name in Exhibit A (each,a “Company” and collectively, the “Companies”) and DEPI andDOTEPI desire to sell and Purchaser desires to purchase those certain interestsin oil and gas properties, rights and related assets that are defined anddescribed as “Additional Assets” herein.

NOW, THEREFOR, inconsideration of the premises and of the mutual promises, representations,warranties, covenants, conditions and agreements contained herein, and forother valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the Parties agree as follows:

# **ARTICLE 1PURCHASE AND SALE**

## Section 1.1             **Purchase and Sale.**  On the terms and conditions contained in thisAgreement, each Seller agrees to sell to Purchaser and Purchaser agrees topurchase, accept and pay for (i) the Shares set forth opposite such Seller’sname in Exhibit A and (ii) in the case of DEPI and DOTEPI as Sellers,the Additional Assets owned by such Seller (collectively, the “Interests”).

## Section 1.2             **Certain Definitions.**  As used herein:

### (a)           “Additional Assets”means all of DEPI’s and DOTEPI’s right, title, and interest in and to thefollowing:

#### (i)            The oil and gasleases, oil, gas and mineral leases and subleases, royalties, overridingroyalties, net profits interests, mineral fee interests, carried interests, andother rights to oil and gas in place, and mineral servitudes, that aredescribed on Exhibit D-1 (collectively, the “Additional Leases”),and any and all oil, gas, water, CO2 or injection wells thereon or on the pooled,communitized or unitized acreage that includes all or any part of the Leases,including the interests in the wells shown on Exhibit D-2 attachedhereto (the “Additional Wells”);

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#### (ii)           All pooled, communitized or unitized acreage which includes all or partof any Additional Leases (the “Additional Units”), and alltenements, hereditaments and appurtenances belonging to the Additional Leasesand Additional Units.

#### (iii)          The gas processingplants, gas gathering systems, pipelines, and other mid-stream equipmentdescribed on Exhibit D-3 (the “Additional Midstream Assets”and, together with the Additional Leases, Additional Wells and AdditionalUnits, the “Additional Properties”);

#### (iv)          The Material Contracts listedon Schedule 4.8, Part I and all other currently existing contracts,agreements and instruments with respect to the Additional Properties, to theextent applicable to the Additional Properties, including operating agreements,unitization, pooling, and communitization agreements, declarations and orders,area of mutual interest agreements, joint venture agreements, farmin andfarmout agreements, exchange agreements, transportation agreements, agreementsfor the sale and purchase of oil and gas and processing agreements, butexcluding any contracts, agreements and instruments included within thedefinition of “Excluded Assets,” and provided that the defined term “AdditionalContracts” shall not include the Additional Leases and other instrumentsconstituting such Seller’s chain of title to the Additional Leases (subject tosuch exclusion and proviso, the “Additional Contracts”);

#### (v)           All surface feeinterests, easements, permits, licenses, servitudes, rights-of-way, surfaceleases and other surface rights appurtenant to, and used or held for useprimarily in connection with, the Additional Properties, but excluding anypermits and other appurtenances included within the definition of “ExcludedAssets”;

#### (vi)          All equipment,machinery, fixtures and other tangible personal property and improvementslocated on the Additional Properties or used or held for use primarily inconnection with the operation of the Additional Properties or the production ofoil and gas from the Additional Properties, but excluding (A) officefurniture, fixtures and equipment except as described inSection 1.2(a)(vii), (B) materials and equipment inventory except asdescribed in Section 1.2(a)(viii), (C) vehicles except as describedin Section 1.2(a)(ix) and (D) any such items included within thedefinition of “Excluded Assets” (subject to such exclusions, the “AdditionalEquipment”);

#### (vii)         The offices leases,office subleases or buildings described on Exhibit D-4, and thefurniture, fixtures and equipment located in those offices and buildings (orthe applicable portion thereof indicated on such Exhibit), less furniture,fixture and equipment assigned to any employee of Sellers or their Affiliatespresently located in that space who does not become a Company Onshore Employee,plus furniture, fixtures and equipment assigned to any employee of Sellers ortheir Affiliates in the same building but outside of the space indicated onExhibit D-4 who does become a Company Onshore Employee, butexcluding in any case any such items included within the definition of “ExcludedAssets”;

#### (viii)        The materials andequipment inventory, if any, described on Exhibit D-5;

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#### (ix)           The vehicles acquiredpursuant to Section 6.13;

#### (x)            All oil and gasproduced from or attributable to the Additional Leases, Additional Units orAdditional Wells after the Closing Date, all oil, condensate and scrubberliquids inventories and ethane, propane, iso-butane, nor-butane and gasolineinventories of Sellers from the Additional Properties in storage as of the endof the Closing Date, and all production, plant and transportation imbalances ofSellers with respect to the Additional Properties as of the end of the ClosingDate;

#### (xi)           The data, informationand records of each Seller, to the extent relating primarily to the AdditionalProperties or other Additional Assets, excluding, however, in each case:

##### (A)          all corporate,financial, Tax and legal data and records of such Seller that relates primarilyto: (1) such Seller’s business generally (whether or not relating to theAdditional Assets); (2) such Seller’s business and operations in Virginia, WestVirginia, Ohio, Pennsylvania, New York, Kentucky, and Maryland (the “AppalachianBusiness”); (3) such Seller’s business and operations in the ExcludedOnshore Areas; (4) such Seller’s business and operations in the OffshorePackage Areas; or (5) the businesses of such Seller and its Affiliates (otherthan the Companies) other than the exploration and production of oil and gas,each of which is being retained by such Seller;

##### (B)           any data and records tothe extent disclosure or transfer is prohibited or subjected to payment of afee or other consideration by any license agreement or other agreement with aPerson other than Affiliates of Seller, or by applicable Law, and for which noconsent to transfer has been received or for which Purchaser has not agreed inwriting to pay the fee or other consideration, as applicable;

##### (C)           all legal records andlegal files of Sellers including all work product of and attorney-clientcommunications with any Seller’s legal counsel (other than Additional Leases,title opinions, Additional Contracts and Sellers’ working files for litigationof DEPI and DOTEPI listed on Schedule 4.4 which is assumed by Purchaserpursuant to Section 12.1);

##### (D)          all software;

##### (E)           data, information andrecords relating to any sale of all or any portion of the Additional Assets,proposed or considered by Sellers and their Affiliates pursuant to that salesprocess commenced in the fall of 2006 and announced pursuant to a press releasedated November 1, 2006, including bids received from and records ofnegotiations with third Persons in connection therewith;

##### (F)           any data, informationand records relating primarily to the other Excluded Assets;

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##### (G)           those original data,information and records retained by any Seller pursuant to Section 13.6;and

##### (H)          originals of well filesand division order files with respect to Additional Wells and Additional Unitsfor which DEPI or DOTEPI is operator but for which Purchaser does not becomeoperator (provided that copies of such files will be included in the AdditionalRecords).

(Clauses (A) through (H)shall hereinafter be referred to as the “Additional Excluded Records”and subject to such exclusions, the data, information and records described inthis Section 1.2(a)(xi) shall hereinafter be referred to as the “AdditionalRecords.”)  For the avoidance ofdoubt, employment records of each Company Onshore Employee who becomes anemployee of Purchaser or any Affiliate pursuant to Article 10 shall not beincluded in the Additional Records except to the extent: (i) permitted byapplicable Law; and (ii) such Company Onshore Employee expressly authorizes thetransfer of such employment records from Sellers to Purchaser pursuant to awritten waiver.

#### (xii)          The radio licenses described onExhibit D-6 except those for which a transfer is prohibited orsubject to payment of a fee or other consideration and for which no consent totransfer has been received or for which Purchaser has not agreed in writing topay the fee or other consideration, as applicable;

#### (xiii)         All indemnification proceeds actually receivedby Sellers after the Closing Date which relate to the claims identified asitems 4 and 7 of Schedule 4.4; and

#### (xiv)        The Stonewater Pipeline Interests.

### (b)           “Affiliate” means, with respect toany Person, a Person that directly or indirectly controls, is controlled by oris under common control with such Person, with control in such context meaningthe ability to direct the management or policies of a Person through ownershipof voting shares or other securities, pursuant to a written agreement, orotherwise.

### (c)           “Annual Incentive Plan” means theannual incentive bonus plan sponsored by Dominion Resources, Inc. for itseligible employees.

### (d)           “Assets” means the Company Assets andthe Additional Assets.

### (e)           “Business Day” means any day otherthan a Saturday, a Sunday, or a day on which banks are closed for business inNew York, New York or Richmond, Virginia, United States of America.

### (f)            “COBRA” has the meaning set forth inSection 10.9.

### (g)           “Code” means the United StatesInternal Revenue Code of 1986, as amended.

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### (h)           “Company Assets” means all of eachCompany’s right, title, and interest in and to the following:

#### (i)            The oil and gas leases, oil, gas andmineral leases and subleases, royalties, overriding royalties, net profitsinterests, mineral fee interests, carried interests, and other rights to oiland gas in place, and mineral servitudes, that are described on Exhibit B-1(collectively,the “Company Leases”), and any and all oil, gas, water, CO2 or injectionwells thereon or on the pooled, communitized or unitized acreage that includesall or any part of the Leases, including the interests in the wells shown onExhibit B-2 attached hereto (the “Company Wells”);

#### (ii)           All pooled, communitized or unitized acreagewhich includes all or a part of any Company Lease (the “Company Units”),and all tenements, hereditaments and appurtenances belonging to the CompanyLeases and Company Units;

#### (iii)          The gas processing plants, gas gatheringsystems, pipelines and other mid-stream equipment described on Exhibit B-3(the “Company Midstream Assets” and, together with the Company Leases,Company Wells and Company Units, the “Company Properties”);

#### (iv)          The Material Contractslisted on Schedule 4.8 and all other currently existing contracts,agreements and instruments with respect to the Company Properties, to theextent applicable to the Company Properties, including but not limited to,operating agreements, unitization, pooling and communitization agreements,declarations and orders, area of mutual interest agreements, joint ventureagreements, farmin and farmout agreements, exchange agreements, transportationagreements, agreements for the sale and purchase of oil and gas and processingagreements, but excluding any contracts, agreements and instruments includedwithin the definition of Excluded Assets, and provided that the defined term “CompanyContracts” shall not include the Company Leases and other instrumentsconstituting any Company’s chain of title to the Company Leases (subject tosuch exclusion and proviso, the “Company Contracts”);

#### (v)           All surface feeinterests, easements, permits, licenses, servitudes, rights-of-way, surfaceleases and other surface rights appurtenant to, and used or held for use inconnection with, the Company Properties, but excluding any permits and otherappurtenances included within the definition of Excluded Assets;

#### (vi)          All equipment,machinery, fixtures and other tangible personal property and improvements locatedon the Company Properties or used or held for use in connection with theoperation of the Company Properties or the production of oil or gas from theCompany Properties, but excluding (A) office furniture, fixtures andequipment except as described in Section 1.2(h)(vii), and (B) anysuch items included within the definition of Excluded Assets (subject to suchexclusions, the “Company Equipment”);

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#### (vii)         The office leases orbuildings, if any, described on Exhibit B-4 and the furniture,fixtures and equipment located therein, but excluding any such items includedwithin the definition of Excluded Assets;

#### (viii)        The materials andequipment inventory, if any, used or held for use in connection with theCompany Properties, but excluding any such items included within the definitionof Excluded Assets;

#### (ix)           All vehicles used inconnection with the Company Properties, but excluding any such items includedwithin the definition of Excluded Assets;

#### (x)            All oil and gasproduced from or attributable to the Company Leases, Company Units, or CompanyWells after the Closing Date, all oil, condensate and scrubber liquidsinventories and ethane, propane, iso-butane, nor-butane and gasolineinventories of the Companies from the Company Properties in storage as of theend of the Closing Date and production, plant and transportation imbalances ofthe Companies as of the end of the Closing Date;

#### (xi)           The data, information,software and records of the Companies, excluding however

##### (A)          any data, information,software and records to the extent disclosure or change in ownership inconnection with a sale of shares is prohibited or subjected to payment of a feeor other consideration by any license agreement or other agreement with aPerson other than Affiliates of Seller, or by applicable Law, and for which noconsent to transfer has been received or for which Purchaser has not agreed inwriting to pay the fee or other consideration, as applicable;

##### (B)           all legal records andlegal files of Sellers including all work product of and attorney-clientcommunications with any Seller’s legal counsel (other than Sellers’ workingfiles for litigation of the Companies listed on Schedule 4.4 which isassumed by Purchaser pursuant to Section 12.1);

##### (C)           data and recordsrelating to the sale of the Shares or any Company Assets, including bidsreceived from and records of negotiations with third Persons;

##### (D)          any data, informationand records primarily relating to the other Excluded Assets; and

##### (E)           those original data,information, software and records retained by any Seller pursuant toSection 13.6.

(Clauses (A) through (E) shall hereinafter bereferred to as the “Company Excluded Records” and subject to suchexclusions, the data, information, software and records described in thisSection 1.2(h)(xi) shall hereinafter be referred to as the “CompanyRecords”); and

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#### (xii)          Radio licenses except those for which changein ownership in connection with a sale of equity ownership is prohibited orsubject to payment of a fee or other consideration and for which no consent totransfer has been received or for which Purchaser has not agreed in writing topay the fee or other consideration as applicable.

### (i)            “Company Onshore Employees” has themeaning set forth in Section 10.1.

### (j)            “Company’s U.S. Benefit Plans” hasthe meaning set forth in Section 10.3.

### (k)           “Contracts” means Company Contractsand Additional Contracts.

### (l)            “DEPI I, LP” means DominionExploration & Production I, L.P., a limited partnership organized under theLaws of Texas.

### (m)          “DEPI Texas Beneficial Interests”means all of the interests of DEPI I, LP in the Additional Properties locatedin Texas that are not in an Excluded Texas County, and in any other Assets thatare associated therewith.

### (n)           “DNG I, LP” means Dominion NaturalGas I, LP, a limited partnership organized under the Laws of Texas.

### (o)           “DOTEPI Texas Beneficial Interests”means all of the interests of DNG I, LP in the Additional Properties located inTexas that are not in an Excluded Texas County, and in any other Assets thatare associated therewith.

### (p)           “DRI” means Dominion Resources, Inc.,a corporation organized under the Laws of Virginia.

### (q)           “E&P Business” means the businessand operations conducted with the Assets by the Companies, DEPI and DOTEPI.

### (r)            “Effective Date” means 11:59 p.m.Central Time on June 30, 2007.

### (s)           “Employee Plans” means employeebenefit plans and programs, including, without limitation, (i) all retirement,savings and other pension plans; (ii) all health, severance, insurance,disability and other employee welfare plans; and (iii) all employment,incentive, perquisites, vacation and other similar plans, programs or practiceswhether or not subject to ERISA and whether covering one person or more thanone person, that are maintained by Seller or any Affiliate, including an ERISAAffiliate, with respect to Available Employees or to which Seller or anyAffiliate, including an ERISA Affiliate, contributes or has an obligation tocontribute on behalf of Available Employees.

### (t)            “Equipment” means Company Equipment andAdditional Equipment.

### (u)           “ERISA” means the Employee RetirementIncome Security Act of 1974, as amended.

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### (v)           “ERISA Affiliate” means any otherPerson that is required to be treated as a single employer with Sellers underSection 414 of the Code or Section 4001(a)(14) of ERISA.

### (w)          “Excluded Colorado Counties” means allcounties in the state of Colorado other than those counties identified onSchedule 1.2(w), and “Excluded Colorado County” means any of them.

### (x)            “Excluded Employees” means theExecutives, Key Employees and Managing Directors listed on Schedule 1.2.

### (y)           “Excluded Onshore Areas” meansAlabama, Arkansas, Louisiana, Mississippi, North Dakota, Nebraska, New Mexico,South Dakota, Tennessee, Utah, Wyoming, Montana, the Excluded Colorado Countiesand the Excluded Texas Counties.

### (z)            “Excluded Records” means the CompanyExcluded Records and the Additional Excluded Records.

### (aa)         “Excluded Texas Counties” means allcounties in the state of Texas other than those counties identified onSchedule 1.2(aa), and “Excluded Texas County” means any of them.

### (bb)         “Executives” means the individualslisted on Schedule 1.2, Part I.

### (cc)         “Governmental Authority” means anynational government and/or government of any political subdivision, anddepartments, courts, commissions, boards, bureaus, ministries, agencies orother instrumentalities of any of them.

### (dd)         “Hart-Scott-Rodino Act” means theHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

### (ee)         “Key Employees” means the individualslisted on Schedule 1.2, Part III.

### (ff)           “Laws” means all laws, statutes,rules, regulations, ordinances, orders, decrees, requirements, judgments andcodes of Governmental Authorities.

### (gg)         “Leases” means Company Leases andAdditional Leases.

### (hh)         “Managing Directors” means theindividuals listed on Schedule 1.2, Part II.

### (ii)           “Material Contract” means anyContract which can reasonably be expected in the case of (A) below to generategross revenue per year for the owner of the Assets in excess of Ten Milliondollars ($10,000,000) or in the case of (B), (C), (D), (E) or (F) below torequire expenditures per year by the owner of the Assets in excess of FiveMillion dollars ($5,000,000) and which (i) is not terminable by eitherparty at will (without penalty) on ninety (90) days notice or less and(ii) is of one or more of the following types:

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##### (A)          contracts for the purchase, sale or exchangeof oil, gas or other hydrocarbons;

##### (B)           contracts for the gathering, treatment,processing, handling, storage or transportation of oil, gas or otherhydrocarbons;

##### (C)           contracts for the use of drilling rigs;

##### (D)          purchase agreements, farmin and farmoutagreements, exploration agreements, participation agreements and similaragreements providing for the earning of an equity interest;

##### (E)           partnership agreements, joint ventureagreements and similar agreements;

##### (F)           operating agreements, unit agreements andunit operating agreements;

##### (G)           seismic licenses and contracts; and

##### (H)          contracts for the construction andinstallation of Equipment with guaranteed production throughput requirementswhere amounts owed if the guaranteed throughput is not delivered exceed TenMillion dollars ($10,000,000).

### (jj)           “Midcontinent Area” means the statesof Oklahoma, Kansas, Illinois, Indiana, those parts of Texas other than theExcluded Texas Counties and those parts of Colorado other than the ExcludedColorado Counties.

### (kk)         “Midstream Assets” means the CompanyMidstream Assets and the Additional Midstream Assets.

### (ll)           “Multiemployer Plan” means amultiemployer plan, as defined in Sections 3(37) and 4001(a)(3) of ERISA.

### (mm)       “Offshore Package Areas” means the OuterContinental Shelf and the state waters of Texas, Louisiana, Mississippi orAlabama in the Gulf of Mexico.

### (nn)         “PBGC” means the Pension BenefitGuaranty Corporation.

### (oo)         “Person” means any individual,corporation, partnership, limited liability company, trust, estate,Governmental Authority or any other entity.

### (pp)         “Properties” means Company Propertiesand Additional Properties.

### (qq)         “Property Costs” means all operatingexpenses (including without limitation costs of insurance, rentals, shut-inpayments, royalty payments, title examination and curative actions, andproduction and similar Taxes measured by units of production, and severanceTaxes, attributable to production of oil and gas from the Assets, but excludingany 

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### Seller’s or Company’s other Taxes) andcapital expenditures (including without limitation bonuses, broker fees, andother lease acquisition costs, costs of drilling and completing wells and costsof acquiring equipment) incurred in the ownership and operation of the Assetsin the ordinary course of business, general and administrative costs withrespect to the E&P Business, and overhead costs charged to the Assets underthe applicable operating agreement or if none, charged to the Assets on thesame basis as charged on the date of this Agreement, but excluding withoutlimitation liabilities, losses, costs, and expenses attributable to:

#### (i)            claims, investigations, administrativeproceedings, arbitration or litigation directly or indirectly arising out of orresulting from actual or claimed personal injury, illness or death; propertydamage; environmental damage or contamination; other torts; private rights ofaction given under any Law; or violation of any Law,

#### (ii)           obligations to plug wells, dismantlefacilities, close pits and clear the site and/or restore the surface or seabedaround such wells, facilities and pits,

#### (iii)          obligations to remediate actual or claimedcontamination of groundwater, surface water, soil or Equipment,

#### (iv)          title claims (including claims that Leaseshave terminated),

#### (v)           claims of improper calculation or payment ofroyalties (including overriding royalties and other burdens on production)related to deduction of post-production costs or use of posted or index pricesor prices paid by Affiliates,

#### (vi)          gas balancing and other production balancingobligations,

#### (vii)         depletion, depreciation, amortization andother noncash accounting entries,

#### (viii)        casualty and condemnation, and

#### (ix)           any claims for indemnification, contributionor reimbursement from any third Person with respect to liabilities, losses,costs and expenses of the type described in preceding clauses (i) through(vii), whether such claims are made pursuant to contract or otherwise.

### (rr)           “Purchaser U.S. Employee Plans” hasthe meaning set forth in Section 10.4.

### (ss)         “Records” means Company Records andAdditional Records.

### (tt)           “Stonewater Pipeline Interests” meansall of the interest of Stonewater Pipeline Company, L.P. in and to thegathering systems, pipelines and other mid-stream equipment described onExhibit D-3, Part II, and the contracts, equipment, data and recordsand other assets used or held for use in connection therewith.

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### (uu)         “Tax” means (i) all taxes, assessments,unclaimed property, fees and other governmental charges imposed by anyGovernmental Authority, including any foreign, federal, state or local incometax, surtax, remittance tax, presumptive tax, net worth tax, specialcontribution, production tax, pipeline transportation tax, freehold mineraltax, value added tax, withholding tax, gross receipts tax, windfall profitstax, profits tax, severance tax, personal property tax, real property tax,sales tax, goods and services tax, service tax, transfer tax, use tax, excisetax, premium tax, stamp tax, motor vehicle tax, entertainment tax, insurancetax, capital stock tax, franchise tax, occupation tax, payroll tax, employmenttax, unemployment tax, disability tax, alternative or add-on minimum tax andestimated tax, imposed by a Governmental Authority, (ii) any interest, fine,penalty or additions to tax imposed by a Governmental Authority in connectionwith any item described in clause (i), and (iii) any liability in respect ofany item described in clauses (i) or (ii) above, that arises by reason of acontract, assumption, transferee or successor liability, operation of law,Treasury Regulation Section 1.1502-6 (or any predecessor orsuccessor thereof or any analogous provision under state, local or other law)or otherwise.

### (vv)         “Tax Related Costs”means any costs, expenses, losses, or damages, including reasonable attorneys’and accountants’ fees and expenses incurred in connection with theinvestigation, determination, assessment or collection of any Tax.

### (ww)       “U.S. TemporaryEmployees” means those individuals providing services with respect to theAssets as either “co ops,” “interns” or contract workers through CoreStaff.

### (xx)          “Units” meansCompany Units and Additional Units.

### (yy)         “WARN Act” has themeaning set forth in Section 10.10.

### (zz)          “Wells” meansCompany Wells and Additional Wells.

## Section 1.3**        Excluded Assets.**  Notwithstanding anything to the contrary inSection 1.2 or elsewhere in this Agreement, the “Additional Assets,” “CompanyAssets,” “Shares” and “Interests” shall not include any rights with respect tothe Excluded Assets, which, if owned by any Company, Sellers shall be entitledto cause such Company to transfer or distribute to Sellers, or theirAffiliates, or one or more third parties, via one or more steps, prior toClosing.  “Excluded Assets” shallmean the following:

#### (i)            the Excluded Records;

#### (ii)           copies of other Records retained by Sellerspursuant to Section 13.6;

#### (iii)          contracts, agreements and instruments, whosechange in ownership in connection with a sale of equity ownership (if owned bythe Companies) or transfer (if owned by DEPI or DOTEPI) is prohibited orsubjected to payment of a fee or other consideration by an agreement with aPerson other than an Affiliate of Sellers, or by applicable Law, and for whichno consent to transfer has been received or for which Purchaser has not agreedin writing to pay the fee or other consideration, as applicable;

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#### (iv)          Permits and other appurtenances for whichchange in ownership in connection with a sale of equity ownership (if owned bythe Companies) or transfer (if owned by DEPI or DOTEPI) is prohibited orsubjected to payment of a fee or other consideration by an agreement with aPerson other than an Affiliate of Seller, or by applicable Law, and for whichno consent to transfer has been received or for which Purchaser has not agreedin writing to pay the fee or other consideration, as applicable;

#### (v)           all claims against insurers and other thirdparties pending on or prior to the Effective Date other than the actions, suitsand proceedings being assumed by Purchaser pursuant to Section 12.1 andany claims against Persons other than Sellers and their Affiliates with respectto those actions, suits and proceedings;

#### (vi)          assets of or which relate to Sellers’ andtheir Affiliates’ Employee Plans or worker’s compensation insurance andprograms;

#### (vii)         all trademarks and trade names containing “Dominion”or any variant thereof;

#### (viii)        all futures, options, swaps and otherderivatives, and all software used for trading, hedging and credit analysis;

#### (ix)           the Clearinghouse and Castlewood Roadrecords storage facilities located in Richmond, Virginia;

#### (x)            all office leases (except the leases orportions of leases described on Exhibit D-4), and the furniture,fixtures and equipment associated with such excluded office space, lessfurniture, fixture and equipment assigned to any employee of Sellers or theirAffiliates presently located in that space who becomes a Company OnshoreEmployee in the same building;

#### (xi)           any leased equipment and other leasedpersonal property which is not purchased prior to Closing pursuant toSection 6.13 (except to the extent the lease is transferable withoutpayment of a fee or other consideration which Purchaser has not agreed inwriting to pay);

#### (xii)          all office equipment, computers, cell phones,pagers and other hardware, personal property and equipment that: (A) relateprimarily to any Seller’s business generally, or to the Appalachian Business,or to Seller’s business with respect to the Excluded Onshore Areas, or theOffshore Package Areas, or in Canada, or other business of any Seller and itsAffiliates (except the E&P Business), (B) do not relate primarily to theAssets, or (C) are set forth on Schedule 1.3;

#### (xiii)         the contracts used for both the Assets andother assets of DEPI, DOTEPI and their Affiliates described onSchedule 1.3;

#### (xiv)        any Tax refund (whether by payment, credit,offset or otherwise, and together with any interest thereon) in respect of anyTaxes for which DEPI is liable for payment or required to indemnify Purchaserunder Section 9.1;

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#### (xv)         refunds received prior to the Cut-Off Daterelating from severance Tax abatements with respect to all taxable periods orportions thereof ending on or prior to the Effective Date;

#### (xvi)        all indemnities and other claims againstPersons (other than the Sellers and/or their Affiliates) for Taxes for whichDEPI is liable for payment or required to indemnify Purchaser underSection 9.1;

#### (xvii)       claims against insurers under policies held bySellers or their Affiliates (other than the Companies);

#### (xviii)      amounts to which Sellers are entitled pursuant toSection 2.4(a), and Property Costs and revenues associated with all jointinterest audits and other audits of Property Costs to the extent coveringperiods on or prior to the Effective Date, which amounts are paid or receivedprior to the Cut-Off Date;

#### (xix)         all of the partnership interests in DEPI I, LPand DNG I, LP, subject to the terms of Section 6.15; and

#### (xx)          any other assets, contracts or rightsdescribed on Schedule 1.3.

## **Section 1.4****            Transfer of CertainAssets Not Held by Sellers.** Sellers shall, at Closing, cause Dominion Resources Services, Inc. toassign to Purchaser certain personal property described onSchedule 1.4.  EXCEPT AS EXPRESSLYSET FORTH IN ARTICLE IV OR THE CERTIFICATE REFERRED TO IN SECTION 8.2(i), EACHASSIGNMENT OF SUCH PERSONAL PROPERTY SHALL BE “AS IS, WHERE IS” WITH ALLFAULTS, AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDINGWARRANTIES OF CONDITION, QUALITY, AIRWORTHINESS, SUITABILITY, DESIGN,MARKETABILITY, TITLE, INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS ARE HEREBYDISCLAIMED.  Such personal property shallbe considered “Additional Assets” for purposes of this Agreement.  Sellers shall also cause DominionResources  Services, Inc. to comply withthe various covenants contained in Section 6.1 and Section 6.4, tothe extent applicable to the property described on Schedule 1.4, prior toClosing.

# **ARTICLE 2PURCHASE PRICE**

## Section 2.1             **PurchasePrice.**  The purchase pricefor the Interests (the “Purchase Price”) shall be Two Billion Fifty Milliondollars ($2,050,000,000) (the “Unadjusted Purchase Price”), adjusted as providedin Section 2.3.

## Section 2.2             **Allocationof Purchase Price.**

### (a)           The Unadjusted Purchase Price shall beallocated to the Shares of each Company and to the DEPI Additional Assets andto the DOTEPI Additional Assets as set forth on Schedule 2.2, Part 1(each an “Interest Unadjusted Purchase Price”).  The adjustments to the 

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### Unadjusted Purchase Price underSection 2.3 shall be applied to the Interest Unadjusted Purchase Price forthe Shares of each Company, the DEPI Additional Assets and the DOTEPI AdditionalAssets based upon the owner of the specific Lease, Well or other asset to whichthe adjustment relates, if determinable. Any adjustments to the Unadjusted Purchase Price under Section 2.3that are not specific to any Company or Additional Asset group (for example,general and administrative expense of the E&P Business underSection 2.3(h)(ii)) shall be applied pro rata to the Interest UnadjustedPurchase Price for the Shares of each Company, the DEPI Additional Assets andthe DOTEPI Additional Assets, as previously adjusted, in proportion to theamount of each.  Each Interest UnadjustedPurchase Price, as so adjusted, shall be referred to herein as the “InterestPurchase Price.”

### (b)           Each Seller shall be entitled to the portionof the Purchase Price equal to the Interest Purchase Price for the variousInterests it is selling.

### (c)           At least thirty (30) days prior to theTarget Closing Date, Sellers shall prepare and deliver to Purchaser, using andbased upon the best information available to Sellers, a schedule (the “PreliminarySection 2.2(c) Schedule”) setting forth the following items:

#### (i)            the portion of the Unadjusted PurchasePrice as set forth in Schedule 2.2 allocated to the Company Assets held byeach Company and to the Additional Assets;

#### (ii)           the liabilities associated with the CompanyAssets held by each Company and to the Additional Assets as of the Closing (asrequired for the allocations under clause (iii)); and

#### (iii)          an allocation of the sum of the UnadjustedPurchase Price under clause (i) and the aggregate amount of suchliabilities under clause (ii) that are includable in the Purchaser’s taxbasis in the Company Assets held by each Company and the Additional Assetsamong the classes of the Company Assets held by each Company and the AdditionalAssets as of the Closing, which allocations shall be made in accordance withSection 1060 of the Code and the Treasury Regulations thereunder and shallbe consistent with the allocations under Section 2.2(a) and the AllocatedValues established pursuant to Section 3.4.

Sellers shallat Purchaser’s request make reasonable documentation available to support theproposed allocation.  As soon asreasonably practicable, but not later than fifteen (15) days following receiptof Sellers’ proposed allocation schedule, Purchaser shall deliver to DEPI awritten report containing any changes that Purchaser proposes to be made insuch schedule (and specifying the reasons therefor in reasonable detail).  The Parties shall undertake to agree on afinal schedule no later than six (6) Business Days prior to the ClosingDate.  In the event the Parties cannotreach agreement by that date, the Sellers’ allocation, as adjusted to reflectPurchaser’s suggested changes to which Sellers agree, shall be used pendingadjustment under the following paragraph.

Within thirty(30) days after the determination of the Purchase Price underSection 8.4(b), but no later than thirty (30) days prior to the due date(after extension) of filing the Tax Return for the 

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periodbeginning on or after the Closing Date, the schedule described above in thisSection 2.2(c) shall be amended by Sellers and delivered to Purchaser toreflect the Purchase Price following final adjustments.  Purchaser shall cooperate with Sellers in thepreparation of the amended schedule in a manner consistent with the provisionsof Section 9.4.  If neither thePreliminary Section 2.2(c) Schedule nor the Sellers’ amendments to theschedule to reflect the Purchase Price following the final adjustments areobjected to by Purchaser (by written notice to DEPI specifying the reasonstherefor in reasonable detail) within thirty (30) days after delivery ofSellers’ adjustments to the schedule, it shall be deemed agreed upon by theParties and shall constitute the “Final Section 2.2(c) Schedule”(herein so called).  In the event thatthe Parties cannot reach an agreement within twenty (20) days after Sellerreceives notice of any objection by Purchaser, then, any Party may refer thematters in dispute to Ernst & Young LLP (“EY”) or another mutuallyacceptable independent appraiser (the “Independent Appraiser”) to assistin determining the matters in dispute with respect to the allocation of thePurchase Price as finally adjusted among the separate classes of Company Assetsor Additional Assets, as the case may be, solely for the purposes of theallocation described in this Section 2.2(c).  Should EY fail or refuse to agree to serve asIndependent Appraiser within twenty (20) days after written request from anyParty to serve, and the Parties fail to agree in writing on a replacementIndependent Appraiser within ten (10) days after the end of that twenty (20)day period, or should no replacement Independent Appraiser agree to servewithin forty-five (45) days after the original written request pursuant to thissentence, the Independent Appraiser shall be appointed by the Houston office ofthe American Arbitration Association. The Independent Appraiser shall be instructed to deliver to Purchaserand Sellers a written determination of the valuation and any revisions to thePreliminary Section 2.2(c) Schedule within thirty (30) days after the dateof referral thereof to the Independent Appraiser.  Purchaser and Sellers agree to accept theIndependent Appraiser’s determinations as to the matters in dispute and theappropriate adjustments to the schedule to reflect those determinations, whichas so adjusted shall constitute the Final Section 2.2(c) Schedule.  The Independent Appraiser may determine the issuesin dispute following such procedures, consistent with Schedule 2.2, theprovisions of this Agreement and the Allocated Values, as it reasonably deemsappropriate in the circumstances and with reference to the amounts inissue.  The Parties do not intend toimpose any particular procedures upon the Independent Appraiser, it being thedesire and direction of the Parties that any such disagreement shall beresolved as expeditiously and inexpensively as reasonably practicable.  The Independent Appraiser shall act as anexpert for the limited purpose of determining the specific disputed aspects ofthe allocation schedule submitted by any Party and may not award damages,interest, or penalties to any Party with respect to any matter.  Each Seller and Purchaser shall bear its ownlegal fees and costs of presenting its case. DEPI shall bear one half and Purchaser shall bear one half of the costsand expenses of the Independent Appraiser.

Theallocations set forth in the Final Section 2.2(c) Schedule shall be usedby Sellers, Purchaser and the Companies as the basis for reporting asset valuesand other items.  The allocations setforth in the Final Section 2.2(c) Schedule shall also be used by Sellersand Purchaser in preparing Internal Revenue Service Form 8594, AssetAcquisition Statement (which Form 8594 shall be completed, executed anddelivered by such parties as soon as practicable after the Closing but in noevent later than fifteen (15) days prior to the date such form is required tobe filed).  Sellers and Purchaser agreenot to assert, and will cause their Affiliates not to assert, in connectionwith any audit or other proceeding with respect to Taxes, any asset values orother 

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itemsinconsistent with the amounts set forth in the Final Section 2.2(c)Schedule unless otherwise required by applicable Laws.

## Section 2.3             **Adjustmentsto Purchase Price.**  TheInterest Unadjusted Purchase Price shall be adjusted with respect to the Sharesof each Company, the DEPI Additional Assets and the DOTEPI Additional Assets asfollows, but only with respect to matters (i) in the case ofSection 2.3(a), for which notice is given on or before the Title ClaimDate, (ii) in the case of Section 2.3(b), (c), (d), (e), (f) or (g),identified on or before the 180th day following Closing (the “Cut-Off Date”)and (iii) in the case of Section 2.3(h), received or paid on orbefore the Cut-Off Date:

### (a)           Increased or decreased, as appropriate, inaccordance with Section 3.5;

### (b)           Decreased as a consequence of Assetsexcluded from this transaction as a consequence of the exercise of preferentialrights to purchase, as described in Section 3.6;

### (c)           Decreased by the amount of royalty,overriding royalty and other burdens payable out of production of oil or gasfrom the Leases and Units or the proceeds thereof to third Persons but held insuspense by any Seller or Company at the Closing, and any interest accrued inescrow accounts for such suspended funds, to the extent such funds are nottransferred to Purchaser’s control at the Closing;

### (d)           Increased by the amount of theComputer/Vehicle Buy-Out Costs in accordance with Section 6.13, suchincrease not to exceed Two Million dollars ($2,000,000);

### (e)           Adjusted for production, plant andtransportation gas imbalances and inventory on the Effective Date as follows:

#### (i)            Decreased by the aggregate amount ofproduction, plant and transportation gas imbalances owed by DEPI, DOTEPI andthe Companies to third Persons at the Effective Date with respect to productionfrom the Properties (or, in the case of Properties not operated by DEPI, DOTEPIor a Company, as reported on the most recent imbalance statement as of a dateclosest to the Effective Date), in Mmbtu, multiplied by (A) the FOM Index Pricefor the point designated with respect to such source of the imbalance onSchedule 2.3(e) on the first day of the month after the month of theEffective Date less (B) the adjustments to such FOM Index Price shown onSchedule 2.3(e).

#### (ii)           Increased by the aggregate amount ofproduction, plant and transportation gas imbalances owed by third Persons toDEPI, DOTEPI and the Companies at the Effective Date with respect to productionfrom the Properties (or, in the case of Properties not operated by DEPI, DOTEPIor a Company, as reported on the most recent imbalance statement as of a dateclosest to the Effective Date), in Mmbtu, multiplied by (A) the FOM IndexPrice for the point designated with respect to such source of the imbalance onSchedule 2.3(e) on the first day of the month after the month of theEffective Date less (B) the adjustments to such FOM Index Price shown onSchedule 2.3(e).

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#### (iii)          Decreased by the aggregate amount of scrubberliquid overlifts owed by DEPI, DOTEPI and the Companies at the Effective Datewith respect to production from the Properties (or, in the case of Propertiesnot operated by DEPI, DOTEPI or a Company, as reported on the most recentstatement received as of a date closest to the Effective Date), in Barrels,multiplied by (A) the index price for the point designated with respect to suchsource of the imbalance on Schedule 2.3(e) on the first day of the monthafter the month of the Effective Date less (B) the adjustments to such indexprice shown on Schedule 2.3(e).

#### (iv)          Decreased by the aggregate amount of ethane,propane, iso-butane, nor-butane and gasoline overlifts owed by DEPI, DOTEPI andthe Companies at the Effective Date with respect to production from theProperties (or, in the case of Properties not operated by DEPI, DOTEPI or aCompany, as reported on the most recent statement received as of a date closestto the Effective Date), in gallons, multiplied by (A) the index price for thepoint designated with respect to such source of the imbalance onSchedule 2.3(e) on the first day of the month after the month of theEffective Date less (B) the adjustments to such index price shown onSchedule 2.3(e).

#### (v)           Increased by the aggregate amount of oil,condensate and scrubber liquid inventories from the Properties in storage atthe end of the Effective Date and produced for the account of DEPI, DOTEPI andthe Companies on or prior to the Effective Date, in Barrels, multiplied by (A)the index price for the point designated with respect to the location of theinventory on Schedule 2.3(e) on the first day of the month after the monthof the Effective Date less (B) the adjustments to such index price shown onSchedule 2.3(e).

#### (vi)          Increased by the aggregate amount of ethane,propane, iso-butane, nor-butane and gasoline inventories from the Properties instorage at the end of the Effective Date and produced for the account of DEPI,DOTEPI and the Companies on or prior to the Effective Date, in gallons,multiplied by (A) the index price for the point designated with respect to suchsource of the imbalance on Schedule 2.3(e) on the first day of the monthafter the month of the Effective Date less (B) the adjustments to such indexprice shown on Schedule 2.3(e).

#### (vii)         Decreased by the aggregate amount of oiltransportation imbalances owed by DEPI, DOTEPI and the Companies to thirdPersons at the Effective Date with respect to production from the Properties(or, in the case of Properties not operated by DEPI, DOTEPI or a Company, asreported on the most recent statement received as of a date closest to theEffective Date), in Barrels, multiplied by (A) the index price for the pointdesignated with respect to such source of the imbalance on Schedule 2.3(e)on the first day of the month after the month of the Effective Date less (B)the adjustments to such index price shown on Schedule 2.3(e).

#### (viii)        Increased by the aggregate amount of oiltransportation imbalances owed by third Persons to DEPI, DOTEPI and theCompanies at the Effective Date with respect to production from the Properties(or, in the case of Properties not operated by DEPI, DOTEPI or a Company, asreported on the most recent statement received as of a 

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#### date closest to the Effective Date), in Barrels, multiplied by (A) theindex price for the point designated with respect to such source of theimbalance on Schedule 2.3(e) on the first day of the month after the monthof the Effective Date less (B) the adjustments to such index price shown onSchedule 2.3(e).

### (f)            Increased by the net amount of (i) allprepaid expenses (including prepaid Taxes, bonuses, rentals, cash calls tothird Person operators) to the extent applying to the ownership and operationof the Assets or applying to the Companies after the Closing Date less(ii) all third Person cash call payments received by DEPI, DOTEPI or theCompanies as operators to the extent applying to the operation of the Assetsafter the Closing Date;

### (g)           Increased by the amount of cash and cashequivalents in lock boxes or otherwise in the possession of any Company at theend of the Closing Date; and

### (h)           Adjusted for proceeds and other incomeattributable to the Assets, Property Costs and certain other costs attributableto the Assets, and interest as follows:

#### (i)            Decreased by an amount equal to theaggregate amount of the following proceeds received by any Seller or Company,or any of their Affiliates, on or prior to the Closing Date, or by any Selleror any remaining Affiliate of Sellers after the Closing Date but prior to theCut-Off Date:

##### (A)          amounts earned from the sale, during theperiod from but excluding the Effective Date through and including the ClosingDate (such period being referred to as the “Adjustment Period”), of oil,gas and other hydrocarbons produced from or attributable to the Properties (netof any (x) royalties, overriding royalties and other burdens payable outof production of oil, gas or other hydrocarbons or the proceeds thereof thatare not included in Property Costs, (y) gathering, processing andtransportation costs paid in connection with sales of oil, gas or otherhydrocarbons that are not included as Property Costs underSection 2.3(h)(ii) and (z) production Taxes, other Taxes measured byunits of production, severance Taxes and any other Property Costs, that in anysuch case are deducted by the purchaser of production, and excluding theeffects of any futures, options, swaps or other derivatives), and

##### (B)           other income earned with respect to theAssets during the Adjustment Period (provided that for purposes of this Section2.3(h)(i)(B), no adjustment shall be made for funds received by any Seller orCompany for the account of third Persons, and excluding any income earned fromfutures, options, swaps or other derivatives);

#### (ii)           Increased by an amount equal to the amountof all Property Costs, and other amounts expressly excluded from the definitionof Property Costs, which are incurred in the ownership and operation of theAssets during the Adjustment Period but (A) paid by or on behalf of anySeller or Company, or any of their Affiliates, through and including theClosing Date, or by any Seller or any remaining Affiliate of Sellers after theClosing Date but prior to the Cut-Off Date, or (B) without duplication,payable by any 

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#### Company to DEPI, DOTEPI or any other Affiliate (except another Company)with respect to the provision of goods, services, employment-related costs, andother ordinary course of business expenses with respect to the E&P Businessand remaining unpaid at the end of the Closing Date, except in each case(x) any costs already deducted in the determination of proceeds inSection 2.3(h), (y) Taxes (other than production Taxes and otherTaxes measured by units of production and severance Taxes), which are addressedin Section 9.1(e), and (z) costs attributable to futures, options,swaps or other derivatives, or the elimination of the same pursuant toSection 6.12, and provided that overhead costs charged with respect todevelopment and production operations shall not exceed the amounts chargeableto the Properties under the applicable operating agreement or, if for anyProperty there is none, the amounts charged for that Property on the same basisas charged on the date of this Agreement; and

#### (iii)          Ifthe Closing Date is later than the Target Closing Date, increased by an amountthat would be calculated on the Interest Unadjusted Purchase Price, as adjustedunder clauses (a), (b), (c), (d), (e), (f), (g), (h)(i) and (h)(ii) above, atthe following rate(s) and for the following period(s):

##### (A)          if theAudited Statements of Revenues and Expenses required pursuant toSection 8.2(p) have not been delivered five (5) days prior to the TargetClosing Date, but the Closing conditions in Article 7 (other thanSection 7.2(e)) have been satisfied by the Target Closing Date, at onehalf (1/2) of the Agreed Rate for the period from but excluding the TargetClosing Date through and including October 1, 2007; or

##### (B)           in all other cases, at the Agreed Rate forthe period from but excluding the Target Closing Date through and including theClosing Date.

As used herein, the term “Agreed Rate” shallmean the lesser of (y) the one month London Inter-Bank Offered Rate (“LIBOR”),as published on Telerate Page 3750 on the last Business Day prior to theEffective Date, plus two percentage points (LIBOR +2%) and (z) the maximumrate allowed by applicable Laws.

The amount of eachadjustment to the Interest Unadjusted Purchase Price described inSection 2.3(f) and Section 2.3(h) shall be determined in accordancewith the United States generally accepted accounting principles (the “AccountingPrinciples”).

## Section 2.4             **OrdinaryCourse Pre-Effective Date Costs Paid and Revenues Received Post-Closing.**

### (a)           With respect to any revenues earned orProperty Costs incurred with respect to the Assets on or prior to the EffectiveDate but received or paid after the Effective Date:

#### (i)            Sellers shall be entitled to all amountsearned from the sale, during the period up to and including the Effective Date,of oil, gas and other hydrocarbons produced from or attributable to theProperties, which amounts are received on or before the Cut-Off Date (net ofany (A) royalties, overriding royalties and other burdens payable 

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#### out of production of oil, gas or other hydrocarbons or the proceedsthereof that are not included in Property Costs, (B) gathering, processingand transportation costs paid in connection with sales of oil, gas and otherhydrocarbons that are not included as Property Costs underSection 2.4(a)(ii) and (C) production Taxes, other Taxes measured byunits of production, severance Taxes, and other Property Costs that in any suchcase are deducted by the purchaser of production), and to all other incomeearned with respect to the Assets through and including the Effective Date andreceived after the Effective Date but on or before the Cut-Off Date; and

#### (ii)           Sellers shall be responsible for (andentitled to any refunds and indemnities with respect to) all Property Costsincurred through and including the Effective Date that are paid after theEffective Date but on or before the Cut-Off Date.

“Earned” and “incurred,”as used in this Section and Section 2.3, shall be interpreted inaccordance with accounting recognition guidance under the Accounting Principlesand shall be consistent with Sellers’ current accounting recognition practices.

### (b)           Should Purchaser, the Companies or theirAffiliates receive after Closing any proceeds or other income to which Sellersare entitled under Section 2.4(a), Purchaser (on behalf of the Companiesor their Affiliates, as applicable) shall fully disclose, account for andpromptly remit the same to DEPI on behalf of Sellers.  If, after Closing, Sellers or theirAffiliates (other than a Company) receive any proceeds or other income withrespect to the Assets to which such party is not entitled underSection 2.4(a), DEPI shall fully disclose, account for and promptly remitsame to Purchaser.

### (c)           Should Purchaser, the Companies or theirAffiliates pay after Closing any Property Costs for which Sellers areresponsible under Section 2.4(a), DEPI shall reimburse Purchaser (onbehalf of the Companies or their Affiliates, as applicable) promptly afterreceipt of such Person’s invoice, accompanied by copies of the relevant vendoror other invoice and proof of payment. Should Sellers or any of their Affiliates (other than a Company) payafter Closing any Property Costs for which Sellers are not responsible underSection 2.4(a), except to the extent such amounts are accounted forpursuant to Section 2.3(h), Purchaser shall reimburse DEPI (on behalf ofSellers) promptly after receipt of such Person’s invoices, accompanied bycopies of the relevant vendor or other invoice and proof of payment.

### (d)           Sellers shall have no further entitlement toamounts earned from the sale of oil, gas and other hydrocarbons produced fromor attributable to the Properties and other income earned with respect to theAssets (except any applicable Excluded Assets), and no further responsibilityfor Property Costs incurred with respect to the Assets, to the extent suchamounts have not been received or paid, respectively, on or before the Cut-OffDate.

## Section 2.5             **Procedures.**

### (a)           For purposes of allocating production (andaccounts receivable with respect thereto), under Section 2.3 andSection 2.4, (i) liquid hydrocarbons shall be deemed to be “from orattributable to” the Properties when they pass through the pipeline flangeconnecting into the storage facilities located on the lands subject to theapplicable Lease or Unit or, if there 

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### are no such storage facilities, when theypass through the Lease Automatic Custody Transfer (LACT) meters or similarmeters at the point of entry into the pipelines through which they aretransported from those lands, and (ii) gaseous hydrocarbons shall bedeemed to be “from or attributable to” the Properties when they pass throughthe delivery point sales meters or similar meters at the point of entry intothe pipelines through which they are transported from the lands subject to theapplicable Lease or Unit.  Sellers shallutilize reasonable interpolative procedures to arrive at an allocation ofproduction when exact meter readings are not available.

Surface use fees, insurancepremiums and other Property Costs that are paid periodically shall be proratedbased on the number of days in the applicable period falling on or before, orafter, the Effective Date, or the Closing Date, as applicable.  Production Taxes and similar Taxes measuredby units of production, and severance Taxes, shall be prorated based on theamount of hydrocarbons actually produced, purchased or sold, as applicable, onor before, and after, the Effective Date**,** or theClosing Date, as applicable.

### (b)           After Closing, Purchaser shall handle (andSellers shall reasonably cooperate with the handling of) all joint interestaudits and other audits of Property Costs with respect to the Assets coveringperiods for which Sellers are in whole or in part responsible under Section 2.4,provided that Purchaser shall not agree to any adjustments to previouslyassessed costs for which Sellers are liable, or any compromise of any auditclaims to which Sellers would be entitled, without the prior written consent ofDEPI, such consent not to be unreasonably withheld.  Purchaser shall provide DEPI with a copy ofall applicable audit reports and written audit agreements received by Purchaseror any Company and relating to periods for which Sellers are partiallyresponsible.

# **ARTICLE 3TITLE MATTERS**

## Section 3.1             **Company’sTitle.**  DEPI representsand warrants to Purchaser that the Sellers’ and the Companies’ (as applicable)title to the Units and Wells shown on Exhibit B-2 and Exhibit D-2as of the Closing Date is (and as of the Title Claim Date shall be) DefensibleTitle as defined in Section 3.2. This representation and warranty provides, and the special warranties inthe Conveyances provide, Purchaser’s exclusive remedy with respect to any TitleDefects.  For the purposes of theforegoing representation, as of the date hereof, DEPI shall be deemed to holdall DEPI Texas Beneficial Interests then held by DEPI I, LP relating to theUnits and Wells shown on Exhibit B-2 and Exhibit D-2, andDOTEPI shall be deemed to hold all DOTEPI Texas Beneficial Interests then heldby DNG I, LP relating to the Units and Wells shown on Exhibit B-2and Exhibit D-2.

## Section 3.2             **Definitionof Defensible Title.**

### (a)           As used in this Agreement, the term “DefensibleTitle” means that title of each Seller or Company, as applicable, which,subject to Permitted Encumbrances:

#### (i)            Entitles the Seller or Company, asapplicable, to receive throughout the duration of the productive life of anyUnit or Well (after satisfaction of all royalties, overriding royalties,nonparticipating royalties, net profits interests and other 

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#### similar burdens on or measured by production of oil and gas), not lessthan the “net revenue interest” share shown in Exhibits B-2 and D-2of all oil, gas and other minerals produced, saved and marketed from such Unitor Well, except decreases in connection with those operations in which theSeller or Company may elect after the date hereof to be a nonconsentingco-owner, decreases resulting from reversion of interest to co-owners withrespect to operations in which such co-owners elect, after the date hereof, notto consent, decreases resulting from the establishment or amendment, after thedate hereof, of pools or units, and decreases required to allow other workinginterest owners to make up past underproduction or pipelines to make up pastunder deliveries and except as stated in Exhibit B-2 or D-2;

#### (ii)           Obligates the Seller or Company, asapplicable, to bear a percentage of the costs and expenses for the maintenanceand development of, and operations relating to, any Unit or Well not greaterthan the “working interest” shown in Exhibits B-2 and D-2without increase throughout the productive life of such Unit or Well, except asstated in Exhibits B-2 and D-2 and except increases resultingfrom contribution requirements with respect to defaulting co-owners underapplicable operating agreements or applicable Law and increases that areaccompanied by at least a proportionate increase in the Seller’s or Company’s(as applicable) net revenue interest; and

#### (iii)          Is free and clear of liens, encumbrances,obligations or defects, other than Permitted Encumbrances.

### (b)           As used in this Agreement, the term “TitleDefect” means any lien, charge, encumbrance, obligation or defect includingwithout limitation a discrepancy in net revenue interest or working interestthat causes a breach of DEPI’s representation and warranty inSection 3.1.  As used in thisAgreement, the term “Title Benefit” shall mean any right, circumstanceor condition that operates to increase the net revenue interest of a Seller orCompany in any Unit or Well above that shown on Exhibits B-2 and D-2,without causing a greater than proportionate increase in such Seller’s orCompany’s working interest above that shown in Exhibits B-2 and D-2.

## Section 3.3             **Definitionof Permitted Encumbrances.** As used herein, the term “Permitted Encumbrances” means any or all ofthe following:

### (a)           Lessors’ royalties and any overridingroyalties, reversionary interests and other burdens to the extent that they donot, individually or in the aggregate, reduce a Seller’s, or Company’s netrevenue interests below that shown in Exhibits B-2 and D-2 orincrease a Seller’s or Company’s working interests above that shown inExhibits B-2 and D-2 without a corresponding increase in thenet revenue interest;

### (b)           All leases, unit agreements, poolingagreements, operating agreements, production sales contracts, division ordersand other contracts, agreements and instruments applicable to the Assets,including provisions for penalties, suspensions or forfeitures containedtherein, to the extent that they do not, individually or in the aggregate,reduce a Seller’s or Company’s net revenue interests below that shown inExhibits B-2 and D-2 or increase a Seller’s 

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### or Company’s working interests above thatshown in Exhibits B-2 and D-2 without a corresponding increasein the net revenue interest;

### (c)           Rights of first refusal, preferential rightsto purchase and similar rights with respect to the Assets;

### (d)           Third-party consent requirements and similarrestrictions which are not applicable to the sale of the Interests contemplatedby this Agreement or with respect to which waivers or consents are obtainedfrom the appropriate Persons prior to the Closing Date or the appropriate timeperiod for asserting the right has expired or which need not be satisfied priorto a transfer;

### (e)           Liens for current period Taxes orassessments not yet delinquent or, if delinquent, being contested in good faithby appropriate actions;

### (f)            Materialman’s, mechanic’s, repairman’s,employee’s, contractor’s, operator’s and other similar liens or charges arisingin the ordinary course of business for amounts not yet delinquent (includingany amounts being withheld as provided by Law), or if delinquent, beingcontested in good faith by appropriate actions;

### (g)           All rights to consent, by required noticesto, filings with, or other actions by Governmental Authorities in connectionwith the sale or conveyance of oil and gas leases or rights or intereststherein if they are customarily obtained subsequent to the sale or conveyance;

### (h)           Rights of reassignment arising upon finalintention to abandon or release the Assets, or any of them;

### (i)            Easements, rights-of-way, covenants,servitudes, permits, surface leases and other rights in respect of surfaceoperations to the extent they do not, individually or in the aggregate, reducea Seller’s or Company’s net revenue interest below that shown on Exhibits B-2and D-2 or increase a Seller’s or Company’s working interest beyond that shownon Exhibits B-2 and D-2 without a corresponding increase in net revenueinterest or which do not prevent or unreasonably and adversely affectoperations as currently conducted on the lands covered by the Assets;

### (j)            Calls on production under existingContracts;

### (k)           Any actual or asserted termination of anySeller’s or Company’s title to any mineral servitude or any Property held byproduction as a consequence of the failure to conduct operations, cessation ofproduction or insufficient production over any period;

### (l)            All rights reserved to or vested in anyGovernmental Authorities to control or regulate any of the Assets in any manneror to assess Tax with respect to the Assets, the ownership, use or operationthereof, or revenue, income or capital gains with respect thereto, and allobligations and duties under all applicable Laws of any such GovernmentalAuthority or under any franchise, grant, license or permit issued by anyGovernmental Authority;

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### (m)          Any lien, charge or other encumbrance on oraffecting the Assets which is expressly waived, assumed, bonded or paid byPurchaser at or prior to Closing or which is discharged by Sellers or anyCompany at or prior to Closing;

### (n)           any lien or trust arising in connection withworkers’ compensation, unemployment insurance, pension or employment laws orregulations;

### (o)           The matters described in Schedule 4.4;

### (p)           Any matters shown on Exhibits B-2and D-2; and

### (q)           Any other liens, charges, encumbrances,defects or irregularities which do not, individually or in the aggregate,materially detract from the value of or materially interfere with the use orownership of the Assets subject thereto or affected thereby (as currently usedor owned) and which would be accepted by a reasonably prudent purchaser engagedin the business of owning and operating oil and gas properties, including,without limitation, the absence of any lease amendment or consent by anyroyalty interest or mineral interest holder authorizing the pooling of anyleasehold interest, royalty interest or mineral interest and the failure ofExhibits B-1, B-2, D-1 and D-2 to reflect anylease or any unleased mineral interest where the owner thereof was treated as anon-participating co-tenant during the drilling of any well.

## Section 3.4             **AllocatedValues.**  Schedule 3.4sets forth the agreed allocation of the Unadjusted Purchase Price among theAssets for purposes of DEPI’s title representation in this Article 3,consistent with the allocations among the Shares for each Company, the DEPIAdditional Assets and the DOTEPI Additional Assets underSection 2.2(a).  The “AllocatedValue” for any Well or Unit equals the portion of the Interest UnadjustedPurchase Price for the Company Shares or Additional Asset group to which suchWell or Unit is related that is allocated to such Well or Unit onSchedule 3.4, increased or decreased by a share of each adjustment to theInterest Unadjusted Purchase Price under Section 2.3(c),(d),(e),(f),(g)and (h).  The share of each adjustment allocatedto a particular Well or Unit shall be obtained by taking the portion of thatadjustment allocated under Section 2.2(a) to the Shares or AdditionalAsset group to which the Well or Unit is related and further allocating thatportion among the various Assets related to such Shares or Additional Assetgroup on a pro rata basis in proportion to the Interest Unadjusted PurchasePrice allocated to each such Asset. Sellers have accepted such Allocated Values for purposes of thisAgreement and the transactions contemplated hereby, but otherwise make no representationor warranty as to the accuracy of such values.

## Section 3.5             **Noticeof Title Defects; Defect Adjustments.**

### (a)           To assert a claim arising out of a breach ofSection 3.1, Purchaser must deliver a claim notice or notices to DEPI onor before a date which is the later of (1) ten (10) Business Days prior tothe Target Closing Date or (2) fifteen (15) Business Days prior to theClosing Date (the “Title Claim Date”). Each such notice shall be in writing and shall include:

#### (i)            a description of the alleged TitleDefect(s);

#### (ii)           the Units or Wells affected;

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#### (iii)          the Allocated Values ofthe Units or Wells subject to the alleged Title Defect(s);

#### (iv)          supporting documentsreasonably necessary for Sellers (as well as any title attorney or examinerhired by Sellers) to verify the existence of the alleged Title Defect(s); and

#### (v)           the amount by whichPurchaser reasonably believes the Allocated Values of those Units or Wells arereduced by the alleged Title Defect(s) and the computations and informationupon which Purchaser’s belief is based.

#### Purchasershall be deemed to have waived all breaches of Section 3.1 of whichSellers have not been given notice on or before the Title Claim Date.

### (b)           Should Purchaserdiscover any Title Benefit on or before the Title Claim Date, Purchaser shallas soon as practicable, but in any case by the Title Claim Date, deliver toDEPI a notice including:

#### (i)            a description of theTitle Benefit;

#### (ii)           the Units or Wellsaffected;

#### (iii)          the Allocated Values ofthe Units or Wells subject to such Title Benefit; and

#### (iv)          the amount by which thePurchaser reasonably believes the Allocated Value of those Units or Wells isincreased by the Title Benefit, and the computations and information upon whichPurchaser’s belief is based.

Sellers shall have the right, but not the obligation,to deliver to Purchaser a similar notice on or before the Title Claim Date withrespect to each Title Benefit discovered by Sellers.  Sellers shall be deemed to have waived allTitle Benefits of which no Party has given notice on or before the Title ClaimDate, except to the extent Purchaser has failed to give a notice which it wasobligated to give under this Section 3.5(b).

### (c)           Sellers shall have theright, but not the obligation, to attempt, at Sellers’ sole cost, to cure orremove on or before sixty (60) days after the Closing Date any Title Defects ofwhich Sellers have been advised by Purchaser. No reduction shall be made in the Unadjusted Purchase Price with respectto a Title Defect for purposes of Closing if DEPI has provided notice at leastsix (6) Business Days prior to the Closing Date of Sellers’ intent to attemptto cure the Title Defect.  If the TitleDefect is not cured as agreed by Sellers and Purchaser or if Sellers andPurchaser cannot agree, and it is determined by the Title Arbitrator that suchTitle Defect is not cured at the end of the sixty (60) day post-Closing period,the adjustment required under this Article 3 shall be made pursuant toSection 8.4(b).  Sellers’ electionto attempt to cure a Title Defect shall not constitute a waiver of Sellers’ rightto dispute the existence, nature or value of, or cost to cure, the TitleDefect.

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### (d)           With respect to eachUnit or Well affected by Title Defects reported under Section 3.5(a), theUnit or Well shall, if an Additional Asset, be assigned at Closing or, if heldby a Company, remain in the Company, subject in each case to all uncured TitleDefects, and the Unadjusted Purchase Price shall be reduced by an amount (the “TitleDefect Amount”) equal to the reduction in the Allocated Value for such Unitor Well caused by such Title Defects, as determined pursuant toSection 3.5(g).  Notwithstanding theforegoing provisions of this Section 3.5(d), no reduction shall be made inthe Unadjusted Purchase Price with respect to any Title Defect for which DEPIat its election executes and delivers to Purchaser a written indemnityagreement, in form and substance reasonably satisfactory to Purchaser, underwhich DEPI agrees to fully, unconditionally and irrevocably indemnify and holdharmless Purchaser and its successors and assigns from any and all Damagesarising out of or resulting from such Title Defect.

### (e)           With respect to eachUnit or Well affected by Title Benefits reported under Section 3.5(b) (orwhich Purchaser should have reported under Section 3.5(b)), the UnadjustedPurchase Price shall be increased by an amount (the “Title Benefit Amount”)equal to the increase in the Allocated Value for such Unit or Well caused bysuch Title Benefits, as determined pursuant to Section 3.5(h), but in noevent will the aggregate adjustments to the Unadjusted Purchase Price as aresult of Title Benefits exceed the aggregate adjustments to the UnadjustedPurchase Price due to Title Defects.

### (f)            Section 3.5(d)shall, to the fullest extent permitted by applicable Law, be the exclusiveright and remedy of Purchaser with respect to DEPI’s breach of its warranty andrepresentation in Section 3.1. Except as provided in Section 3.5(d) and the Conveyances, Purchaserreleases, remises and forever discharges Sellers and their Affiliates and allsuch parties’ stockholders, officers, directors, employees, agents, advisorsand representatives from any and all suits, legal or administrativeproceedings, claims, demands, damages, losses, costs, liabilities, interest orcauses of action whatsoever, in law or in equity, known or unknown, whichPurchaser might now or subsequently may have, based on, relating to or arisingout of, any Title Defect or other deficiency in title to any Asset.

### (g)           The Title Defect Amountresulting from a Title Defect shall be determined as follows:

#### (i)            if Purchaser andSellers agree on the Title Defect Amount, that amount shall be the Title DefectAmount;

#### (ii)           if the Title Defect isa lien, encumbrance or other charge which is undisputed and liquidated inamount, then the Title Defect Amount shall be the amount necessary to be paidto remove the Title Defect from the appropriate Seller’s or Company’s interestin the affected Unit or Well;

#### (iii)          if the Title Defectrepresents a discrepancy between (A) the net revenue interest for any Unit orWell and (B) the net revenue interest or percentage stated on Exhibit B-2or D-2 (as appropriate), then the Title Defect Amount shall be theproduct of the Allocated Value of such Unit or Well multiplied by a fraction,the numerator of which is the net revenue interest or percentage ownershipdecrease and the denominator 

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#### of which isthe net revenue interest or percentage ownership stated on Exhibit B-2 orD-2, provided that if the Title Defect does not affect the Unit or Wellthroughout its entire productive life, the Title Defect Amount determined underthis Section 3.5(g)(iii) shall be reduced to take into account theapplicable time period only;

#### (iv)          if the Title Defectrepresents an obligation, encumbrance, burden or charge upon or other defect intitle to the affected Unit or Well of a type not described insubsections (i), (ii) or (iii) above, the Title Defect Amount shall bedetermined by taking into account the Allocated Value of the Unit or Well soaffected, the portion of the respective Seller’s or Company’s interest in theUnit or Well affected by the Title Defect, the legal effect of the TitleDefect, the potential economic effect of the Title Defect over the life of theaffected Unit or Well, the values placed upon the Title Defect by Purchaser andSellers and such other factors as are necessary to make a proper evaluation;

#### (v)           notwithstandinganything to the contrary in this Article 3, (A) an individual claimfor a Title Defect for which a claim notice is given prior to the Title ClaimDate shall only generate an adjustment to the Unadjusted Purchase Price underthis Article 3 if the Title Defect Amount with respect thereto exceeds OneMillion dollars ($1,000,000), (B) the aggregate Title Defect Amountsattributable to the effects of all Title Defects upon any given Unit or Wellshall not exceed the Allocated Value of such Unit or Well and (C) thereshall be no adjustment to the Unadjusted Purchase Price for Title Defectsunless and until the aggregate Title Defect Amounts that are entitled to anadjustment under Section 3.5(g)(v)(A) and for which Claim Notices weretimely delivered exceed Twenty-Five Million dollars ($25,000,000), and thenonly to the extent that such aggregate Title Defect Amounts exceed Twenty-FiveMillion dollars ($25,000,000);

#### (vi)          if a Title Defect isreasonably susceptible of being cured, the Title Defect Amount determined undersubsections (iii) or (iv) above shall not be greater than the reasonable costand expense of curing such Title Defect; and

#### (vii)         the Title Defect Amountwith respect to a Title Defect shall be determined without duplication of anycosts or losses included in another Title Defect Amount hereunder, or for whichPurchaser otherwise receives credit in the calculation of the Purchase Price.

### (h)           The Title BenefitAmount for any Title Benefit shall be the product of the Allocated Value of theaffected Unit or Well multiplied by a fraction, the numerator of which is thenet revenue interest increase and the denominator of which is the net revenueinterest stated on Exhibit B-2 or D-2, provided that if theTitle Benefit does not affect a Unit or Well throughout the entire life of theUnit or Well, the Title Benefit Amount determined under thisSection 3.5(h) shall be reduced to take into account the applicable timeperiod only.  Notwithstanding anything tothe contrary in this Article 3, an individual claim for a Title Benefitwhich is reported under Section 3.5(b) (or which Purchaser should have reportedunder Section 3.5(b)) prior to the Title Claim Date shall only generate anadjustment to the Unadjusted Purchase Price under this Article 3 if theTitle Benefit Amount with respect thereto exceeds One Million dollars($1,000,000).

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### (i)            Sellers and Purchasershall attempt to agree on all Title Defect Amounts and Title Benefit Amounts byfive (5) Business Days prior to the Closing Date.  If Sellers and Purchaser are unable to agreeby that date, then subject to Section 3.5(c), Sellers’ good faith estimateshall be used to determine the Closing Payment pursuant to Section 8.4(a),and the Title Defect Amounts and Title Benefit Amounts in dispute shall beexclusively and finally resolved by arbitration pursuant to thisSection 3.5(i).  During the 10-dayperiod following the Closing Date, Title Defect Amounts and Title BenefitAmounts in dispute shall be submitted to a title attorney with at least ten(10) years’ experience in oil and gas titles in the state in which the Units orWells (or majority of Units and Wells) in question are located as selected by mutualagreement of Purchaser and DEPI on behalf of Sellers or absent such agreementduring the 10-day period, by the Houston office of the AmericanArbitration Association (the “Title Arbitrator”).  Likewise, if by the end of the sixty (60) daypost-Closing cure period under Section 3.5(c), Sellers and Purchaser havebeen unable to agree upon whether any Title Defects have been cured, or Sellershave failed to cure any Title Defects which they provided notice that theywould attempt to cure, and Sellers and Purchaser have been unable to agree onthe Title Defect Amounts for such Title Defects, the cure and/or Title DefectAmounts in dispute shall be submitted to the Title Arbitrator.  The Title Arbitrator shall not have worked asan employee or outside counsel for either Party or its Affiliates during thefive (5) year period preceding the arbitration or have any financial interestin the dispute.  The arbitrationproceeding shall be held in Houston, Texas and shall be conducted in accordancewith the Commercial Arbitration Rules of the American Arbitration Association,to the extent such rules do not conflict with the terms of this Section.  The Title Arbitrator’s determination shall bemade within 45 days after submission of the matters in dispute and shall befinal and binding upon the Parties, without right of appeal.  In making his determination, the TitleArbitrator shall be bound by the rules set forth in Section 3.5(g) and3.5(h) and may consider such other matters as in the opinion of the TitleArbitrator are necessary or helpful to make a proper determination.  Additionally, the Title Arbitrator mayconsult with and engage disinterested third Persons to advise the arbitrator,including title attorneys from other states and petroleum engineers.  The Title Arbitrator shall act as an expertfor the limited purpose of determining the specific disputed Title Defect curesand Title Defect Amounts and Title Benefit Amounts submitted by any Party andmay not award damages, interest or penalties to any Party with respect to anymatter.  Each Seller and Purchaser shallbear its own legal fees and other costs of presenting its case.  Purchaser shall bear one-half of the costsand expenses of the Title Arbitrator, and DEPI shall be responsible for theremaining one-half of the costs and expenses.

## Section 3.6             **Consents to Assignment andPreferential Rights to Purchase.**

### (a)           Promptly after the datehereof, Sellers shall prepare and send (i) notices to the holders of anyrequired consents to assignment that are set forth on Schedule 4.11requesting consents to the transactions contemplated by this Agreement and(ii) notices to the holders of any applicable preferential rights topurchase or similar rights that are set forth on Schedule 4.11 incompliance with the terms of such rights and requesting waivers of such rights.Any preferential purchase right must be exercised subject to all terms andconditions set forth in this Agreement, including the successful Closing ofthis Agreement pursuant to Article 8. The consideration payable under this Agreement for any particular Assetfor purposes of preferential purchase right notices shall be the AllocatedValue for such Asset.  Sellers shall usecommercially reasonable efforts to cause such consents to assignment andwaivers of preferential rights to purchase or 

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### similar rights(or the exercise thereof) to be obtained and delivered prior to Closing,provided that Sellers shall not be required to make payments or undertakeobligations to or for the benefit of the holders of such rights in order toobtain the required consents and waivers. Purchaser shall cooperate, and after Closing shall cause the Companiesto cooperate, with Sellers in seeking to obtain such consents to assignment andwaivers of preferential rights.

### (b)           Inno event shall there be transferred at Closing any Asset for which a consentrequirement has not been satisfied and for which transfer is prohibited or afee is payable (unless the same has been paid by Purchaser) without theconsent.  In cases in which the Assetsubject to such a requirement is a Contract and Purchaser is assigned theLease(s) to which the Contract relates, but the Contract is not transferred toPurchaser due to the unwaived consent requirement, Purchaser shall continueafter Closing to use commercially reasonable efforts to obtain the consent sothat such Contract can be transferred to Purchaser upon receipt of the consent,the Contract shall be held by Sellers for the benefit of Purchaser, Purchasershall pay all amounts due thereunder, and Purchaser shall be responsible forthe performance of any obligations under such Contract to the extent thatPurchaser has been transferred the Assets necessary to perform under suchContract until such consent is obtained. In cases in which the Asset subject to such a requirement is a Lease andthe third Person consent to the transfer of the Lease is not obtained byClosing, Purchaser may elect to treat the unsatisfied consent requirements as aTitle Defect and receive the appropriate adjustment to the Unadjusted PurchasePrice under Section 2.3 by giving DEPI written notice thereof inaccordance with Section 3.5(a), except that such notice may be given up tosix (6) Business Days prior to the Closing Date.  If an unsatisfied consent requirement withrespect to which an adjustment to the Unadjusted Purchase Price is made underSection 3.5 is subsequently satisfied prior to the date of the finaladjustment to the Unadjusted Purchase Price under Section 8.4(b), Sellersshall be reimbursed in that final adjustment for the amount of any previousdeduction from the Unadjusted Purchase Price, the Lease, if not previouslytransferred to Purchaser under the first sentence of this Section 3.6(b),shall be transferred, and the provisions of this Section 3.6 shall no longerapply to such consent requirement.

### (c)           If any preferentialright to purchase any Assets is exercised prior to Closing, the Purchase Priceshall be decreased by the Allocated Value for such Assets, the affected Assetsshall not be transferred at Closing if owned by DEPI or DOTEPI, and theaffected Assets shall be deemed to be deleted from Exhibits B and/or D tothis Agreement, as applicable, for all purposes.

### (d)           Should a third Personfail to exercise or waive its preferential right to purchase as to any portionof the Assets prior to Closing and the time for exercise or waiver has not yetexpired, then subject to the remaining provisions of this Section 3.6,such Assets shall be included in the transaction at Closing, there shall be noadjustment to the Purchase Price at Closing with respect to such preferentialright to purchase, and Sellers shall, at their sole expense, continue to usecommercially reasonable efforts to obtain the waiver of the preferentialpurchase rights and shall continue to be responsible for the compliancetherewith.

### (e)           Should the holder ofthe preferential purchase right validly exercise same (whether before or afterClosing), then:

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#### (i)            If the affected Assetsare owned by DEPI or DOTEPI, DEPI or DOTEPI shall convey them to the holder onthe terms and provisions set out in the applicable preferential rightprovision.  If the affected Assets werepreviously transferred to Purchaser at Closing, Purchaser agrees to transferthe affected Assets back to the applicable Seller on the terms and provisionsset out herein to permit such Seller to comply with this obligation (or, if theapplicable Seller so requests, shall transfer the affected Assets directly tothe holder on the terms and provisions set out in the applicable preferential purchaseright provision);

#### (ii)           If the affected Assetsare owned by a Company, the Company shall transfer them to the holder on theterms and provisions set out in the applicable preferential purchase rightprovision.  If Closing has already occurred,Purchaser shall cause the Company to perform this obligation;

#### (iii)          Pursuant toSection 2.3(b), the applicable Seller(s) shall credit Purchaser with theAllocated Value of any Asset transferred pursuant to Section 3.6(e)(i) or(e)(ii) (or, if the transfer of the Asset occurs after the Cut-Off Date,Sellers shall promptly refund to Purchaser the lesser of the Allocated Value inrespect of such Asset or the amount the applicable Seller receives from thetransferee of such Asset);

#### (iv)          Such Seller(s) shall beentitled to the consideration paid by such holder (which shall, if received bya Company after Closing, be paid to such Seller(s) by such Company or byPurchaser as agent for and on behalf of such Company);

#### (v)           If the affected Assetswere owned by DEPI or DOTEPI and were previously transferred to Purchaser atClosing, Purchase Price adjustments calculated in the same manner as theadjustments in Section 2.3(h) shall be calculated for the period from theClosing Date to the date of the reconveyance and the net amount of suchadjustment, if positive, shall be paid by Purchaser to such Seller and, ifnegative, by such Seller to Purchaser; and

#### (vi)          If the affected Assetswere owned by DEPI or DOTEPI and were previously transferred to Purchaser atClosing, DEPI or DOTEPI, as applicable, shall assume all obligations assumed byPurchaser with respect to such Assets under Section 12.1, and shallindemnify, defend and hold harmless Purchaser from all Damages incurred byPurchaser caused by or arising out of or resulting from the ownership, use oroperation of such Asset from the Closing Date to the date of the reconveyance,excluding, however, any such Damages resulting from any violation of any Lawcaused by the actions of, or implementation of policies or procedures of, Purchaseror any Company after Closing, breach of any contract by Purchaser or anyCompany after Closing, or gross negligence or willful misconduct of anyPurchaser or any Company after Closing.

## Section 3.7             **Limitations on Applicability.**  The representation and warranty inSection 3.1 shall terminate as of the Title Claim Date and shall have nofurther force and effect thereafter, provided there shall be no termination ofPurchaser’s or Sellers’ rights under Section 3.5 with respect to any bonafide Title Defect or Title Benefit claim properly reported on or before theTitle Claim Date or under the Conveyances.

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# **ARTICLE 4REPRESENTATIONS AND WARRANTIES OF SELLERS**

Subject to the provisions ofthis Article 4, and the other terms and conditions of this Agreement, DEPIrepresents and warrants to Purchaser the matters set out in Section 4.1through Section 4.18.

## Section 4.1             **Sellers.**

### (a)           Existence and Qualification.  Each Seller is a corporation or limitedliability company duly organized, validly existing and in good standing underthe Laws of the state where it is incorporated or organized (as set forth inthe preamble).

### (b)           Power.  Each Seller has the corporate or limitedliability company power to enter into and perform this Agreement (and alldocuments required to be executed and delivered by that Seller at Closing) andto consummate the transactions contemplated by this Agreement (and suchdocuments).

### (c)           Authorization and Enforceability.  The execution, delivery and performance ofthis Agreement (and all documents required to be executed and delivered by eachSeller at Closing), and the consummation of the transactions contemplatedhereby and thereby, have been duly and validly authorized by all necessarycorporate or limited liability company action on the part of such Seller.  This Agreement has been duly executed anddelivered by each Seller (and all documents required to be executed anddelivered by each Seller at Closing shall be duly executed and delivered bysuch Seller) and this Agreement constitutes, and at the Closing such documentsshall constitute, the valid and binding obligations of each Seller, enforceablein accordance with their terms except as such enforceability may be limited byapplicable bankruptcy or other similar Laws affecting the rights and remediesof creditors generally as well as to general principles of equity (regardlessof whether such enforceability is considered in a proceeding in equity or atlaw).

### (d)           No Conflicts.  The execution, delivery and performance ofthis Agreement by each Seller, and the consummation of the transactionscontemplated by this Agreement shall not (i) violate any provision of thecertificate of incorporation or bylaws (or equivalent governing instruments) ofsuch Seller, (ii) result in default (with due notice or lapse of time orboth) or the creation of any lien or encumbrance or give rise to any right oftermination, cancellation or acceleration under any material note, bond,mortgage, indenture, or other financing instrument to which such Seller is aparty or by which it is bound, (iii) violate any judgment, order, ruling,or decree applicable to such Seller as a party in interest or (iv) violateany Laws applicable to any Seller, except any matters described in clauses(ii), (iii), or (iv) above which would not have a Material Adverse Effect.

## Section 4.2             **TheCompanies.**

### (a)           Existence and Qualification.  Each Company other than the Survivor LPs is acorporation duly organized and validly existing under the Laws of itsrespective jurisdiction of incorporation or formation as described inExhibit A attached hereto and each is duly qualified to do business as aforeign corporation in each jurisdiction where its Company Assets are 

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### located, except where the failure to soqualify would not, individually or in the aggregate, have a Material AdverseEffect.  As of the Closing, each SurvivorLP will be a partnership, duly organized, validly existing and in good standingunder the Laws of its respective jurisdiction of incorporation or formation asdescribed in Exhibit A attached hereto and will be duly qualified to dobusiness as a foreign limited partnership in each jurisdiction where itsCompany Assets are located, except where the failure to so qualify would not,individually or in the aggregate, have a Material Adverse Effect.

### (b)           Power.  Each Company other than the Survivor LPs hasthe corporate power and authority to own, lease or otherwise hold its Assetsand conduct its business in the manner consistent with recent practice.  As of the Closing, each Survivor LP will havethe partnership power and authority to own, lease or otherwise hold its Assetsand conduct its business in the manner consistent with recent practice.

### (c)           No Conflicts.  The consummation of transactions contemplatedby this Agreement shall not (i) violate any provision of the certificateof incorporation or bylaws (or equivalent governing instruments) of anyCompany, (ii) result in default (with due notice or lapse of time or both)or the creation of any lien or encumbrance or give rise to any right oftermination, cancellation or acceleration under any material note, bond,mortgage, indenture, or other financing instrument to which any Company is aparty or by which it is bound, (iii) violate any judgment, order, ruling,or decree applicable to any Company as a party in interest, or(iv) violate any Laws applicable to any Company, or any of its CompanyAssets, except any matters described in clauses (ii), (iii), or (iv) abovewhich would not have a Material Adverse Effect.

### (d)           Certificate of Incorporation and Bylaws.  Sellers have delivered to Purchaser true andcomplete copies of the certificate of incorporation and by-laws (or equivalentgoverning instruments), each as amended to date, of the Companies other thanthe Survivor LPs and have made available to Purchaser for inspection the stockcertificates and transfer books, and the minute books, of the Companies otherthan the Survivor LPs.  Prior to theClosing, Seller shall deliver to Purchaser true and complete copies of thecertificate of incorporation and by-laws (or equivalent governing instruments),each as amended as of such date, of the Survivor LPs and make available toPurchaser for inspection the partnership books, of the Survivor LPs.

### (e)           Title to Shares.  Sellers have good and valid title to theShares of the Companies other than the Survivor LPs, and as of the Closing,will have good and valid title to the Shares of the Survivor LPs, in each case,free and clear of any liens, claims, encumbrances, security interests, options,charges and restrictions of any kind other than restrictions on transfer thatmay be imposed by applicable federal or state securities laws or in theapplicable Company’s governing instruments. Other than this Agreement, and, in the case of the Survivor LPs, their respectivepartnership agreements, the Shares are not subject to any voting agreement orother contract, agreement, arrangement, commitment or understanding, includingany such agreement, arrangement, commitment or understanding restricting orotherwise relating to the voting, dividend rights or disposition of the Shares.

### (f)            The Shares.  The entire issued and outstanding capitalstock of the Companies that are not Survivor LPs are their Shares, consistingof the numbers set forth on 

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### Exhibit A attached hereto, and theentire equity ownership interest in the Survivor LPs will at Closing be theirShares.  In each case, all the Shares ofthe Companies that are not Survivor LPs are, and the Shares of the Survivor LPsat Closing will be, duly authorized and validly issued and outstanding, fullypaid, non-assessable (except, in the case of Companies that are limitedpartnerships, as expressly authorized by the terms of the applicablepartnership agreements of the Companies and except for any obligation to returndistributions under the Texas Revised Limited Partnership Act) and have notbeen issued in violation of any preemptive rights. Except for the Shares, thereare no outstanding shares of capital stock or other equity interests in anyCompany, or any contractual arrangements giving any Person a right to receiveany benefits or rights similar to the rights enjoyed by or accruing to theholders of any Shares of any Company. Other than pursuant to this Agreement, there are no outstandingwarrants, options, rights, convertible or exchangeable securities or othercommitments pursuant to which any Seller or a Company is or may becomeobligated to issue or sell any shares of capital stock or other equityinterests in such Company.

### (g)           Subsidiaries.  No Company directly or indirectly owns anycapital stock or other equity interest in any Person, excluding, for theavoidance of doubt, any tax partnerships entered into with respect to theAssets.

### (h)           Labor Matters.  Other than for Excluded Employees, U.S.Temporary Employees or consultants, there are no employment agreements with anyindividuals who are (x) employed by DEPI or DOTEPI who are rendering servicesprimarily with respect to the Assets, (y) employed by Dominion ResourcesServices, Inc. and who are rendering services primarily with respect to theAssets or (z) employed by a Company.  AllAvailable Employees are employed by either DEPI or Dominion Resources Services,Inc.  DEPI, DOTEPI, Dominion ResourcesServices, Inc. and the Companies have no collective bargaining agreements orother labor agreement with any labor union, works council or organizationrelating to the Assets.  As of the dateof this Agreement, to the knowledge of DEPI: (A) no labor organization or group of the Available Employees has made ademand for recognition or certification as a union or other labor organizationwith respect to any of the Available Employees, and (B) there are norepresentation or certification proceedings or petitions seeking arepresentation proceeding presently pending or threatened in writing to bebrought or filed with the National Labor Relations Board or any labor relationstribunal or authority with respect to any of such employees.  To DEPI’s knowledge, there are no organizingactivities involving the Available Employees relating to the Assets.

### (i)            Employee Benefits.

#### (i)            Schedule 4.2(i)(i) lists all of theEmployee Plans.

#### (ii)           All Employee Plans subject to ERISA and theCode comply with ERISA, the Code and all other applicable Laws, except suchnon-compliance as would not, individually or in the aggregate, have a MaterialAdverse Effect.

#### (iii)          All Employee Plans sponsored, maintained orcontributed to by the Sellers or Companies or any ERISA Affiliate intended tobe qualified under Section 401 of the Code (a) satisfy in form therequirements of such Section except to the extent 

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#### amendments are not required by law to be made until a date after theClosing Date, and (b) have filed for or received favorable determinationletters with respect to such qualified status from the Internal RevenueService.  The determination letter foreach such Employee Plan remains in effect, and, to DEPI’s knowledge, anyamendment made, or event relating to such an Employee Plan has not materiallyand adversely affected the qualified status of the Employee Plan.  No such Employee Plan has experienced atermination or partial termination within the meaning of Section 411(d)(3)of the Code.

#### (iv)          No Employee Plan that is subject to Title IVof ERISA (a “Title IV Plan”) or Section 412 of the Code hasincurred an accumulated funding deficiency, whether or not waived, within themeaning of Section 412 of the Code or Section 302 of ERISA, and toDEPI’s knowledge, no condition exists which would be expected to result in anaccumulated funding deficiency as of the last day of the current plan year ofany Title IV Plan or other Employee Plan subject to Section 412 of theCode.  No proceeding has been institutedunder Section 4042 of ERISA to terminate any Title IV Plan and the PBGChas not instituted proceedings to terminate any Title IV Plan, and no otherevent or condition has occurred which might constitute grounds underSection 4042 of ERISA for the termination of, or the appointment of atrustee to administer, any such Title IV Plan. The assets of each Title IV Plan equal or exceed the actuarial presentvalue of the benefit liabilities, within the meaning of Section 4041 ofERISA, under the Plan, based upon reasonable actuarial assumptions and theasset valuation principles established by the PBGC.

#### (v)           None of Sellers, the Companies, any otherAffiliate of Sellers or any of their ERISA Affiliates has incurred nor docircumstances exist that may cause any of them to incur any liability forwithdrawal from a Multiemployer Plan that could result in Purchaser or theirAffiliates incurring any liability.

#### (vi)          With respect to any employee benefit plan,within the meaning of Section 3(3) of ERISA, which is not an Employee Planbut which is sponsored, maintained, or contributed to, or has been sponsored,maintained, or contributed to within six years prior to the Closing Date, byany ERISA Affiliate of the Companies or the Sellers, (A) no withdrawalliability, within the meaning of Section 4201 of ERISA, has been incurredthat could result in Purchaser or their Affiliates incurring any liability, (B)no liability to the PBGC has been incurred by any such ERISA Affiliate thatcould result in Purchaser or their Affiliates incurring any liability, (C) noaccumulated funding deficiency, whether or not waived, within the meaning ofSection 302 of ERISA or Section 412 of the Code has been incurredthat could result in Purchaser or their Affiliates incurring any liability, and(D) all contributions (including installments) to such plan required bySection 302 of ERISA and Section 412 of the Code have been timelymade.

## Section 4.3             **Accuracyof Data.**

### (a)           The financial data set forth in the dataroom folder 2.4.1.4 (DVDs of which have been provided to Purchaser inconnection with signing this Agreement and identified by Seller and Purchaser)are true and correct.

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### (b)           The historical factual information,excluding title information, supplied by Seller to Ryder Scott & Co. in thepreparation of its report dated as of December 31, 2006 (the “ReserveReport”) of the Assets is accurate and complete in all materialrespects.  The historical production datafor 2006 in the data room folder 2.4.1.2 (DVDs of which have been provided toPurchaser in connection with signing this Agreement and identified by Sellerand Purchaser) is accurate and complete in all material respects.

## Section 4.4             **Litigation.**  Except as disclosed on Schedule 4.4,there are no actions, suits or proceedings pending, or to DEPI’s knowledgethreatened in writing, before any Governmental Authority or arbitrator with respectto the E&P Business.  There are noactions, suits or proceedings pending, or to DEPI’s knowledge, threatened inwriting, before any Governmental Authority or arbitrator against any Seller orCompany, or any Affiliate of any of them, which are reasonably likely to impairor delay materially Sellers’ ability to perform their obligations under thisAgreement.

## Section 4.5             **Taxesand Assessments.**  Exceptas disclosed on Schedule 4.5,

### (a)           To DEPI’s knowledge, each Company has filedall material Tax Returns (as defined in Section 9.2(a)) required to befiled by it, and timely paid all material Taxes that were owed by it, exceptthose for which adequate reserves have been provided;

### (b)           To DEPI’s knowledge, (i) no action,suit, taxing authority proceeding or audit is now in progress or pending withrespect to any Company for, and (ii) no Company has received writtennotice of any pending claim against them (which remains outstanding) from anyapplicable taxing authority for, assessment of material Taxes and (iii) nosuch claim has been threatened;

### (c)           To DEPI’s knowledge, each Seller has filedall material Tax Returns (as defined in Section 9.2(a)) required to befiled by it and paid all material Taxes (except those for which adequatereserves have been provided) with respect to the Additional Assets;

### (d)           To DEPI’s knowledge, (i) no Seller hasreceived written notice of any pending claim against it (which remainsoutstanding) from any applicable taxing authority for assessment of materialTaxes with respect to the Additional Assets and (ii) no such claim hasbeen threatened;

### (e)           To DEPI’s knowledge, none of the Companieshas, during the period such Companies have been part of the Dominion’sconsolidated group, (i) participated, within the meaning of Treasury RegulationSection 1.6011-4(c), in any “listed transaction” or any other “reportabletransaction” within the meaning of Treasury Regulation Section 1.6011-4, (ii)engaged in any transaction that gives rise to (x) a registration obligationunder Section 6111 of the Code and the Treasury Regulations thereunder, or (y)a list maintenance obligation under Section 6112 of the Code and the TreasuryRegulations thereunder, or (iii) taken any position on any Tax Return whichcould give rise to a substantial underpayment of Tax under Section 6662 of theCode or any similar provision of state, local or foreign Tax law;

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### (f)            Schedule 4.5(f) lists each Company andaccurately indicates whether each such Company is treated as a C corporation,partnership, or entity disregarded as separate from its owner for United Statesfederal income tax purposes;

### (g)           Schedule 4.5 sets forth all of theAssets that are deemed by agreement or applicable Law to be held by apartnership for federal tax purposes, and, to the extent any of the Assets aredeemed by agreement or applicable Law to be held by a partnership for federaltax purposes, any such partnership shall have in effect for filing of calendaryear 2007 Tax Returns an election under Section 754 of the Code that willapply with respect to such portion of the Assets being sold and purchased underthis Agreement and that are deemed owned by such partnerships;

### (h)           No Company is a party to or bound by any Taxallocation or Tax sharing or indemnification agreement;

### (i)            To DEPI’s knowledge, no Company hasconsummated, has participated in, or is currently participating in anytransaction that was or is a “listed transaction” or any other “reportabletransaction” identified by the Internal Revenue Service by notice, regulationor other form of published guidance as set forth in Treasury RegulationSection 1.6011-4;

### (j)            To DEPI’s knowledge, no Company will berequired to include any item of income in, or exclude any item of deductionfrom, taxable income for any taxable period (or portion thereof) ending afterthe Closing Date as a result of any: (A) change in method of accounting for ataxable period ending on or prior to the Closing Date, (B) “closing agreement”as described in Code Section 7121 (or any corresponding or similarprovision of state, local or foreign income Tax law) executed on or prior tothe Closing Date; (C) intercompany transactions or any excess loss accountdescribed in Treasury Regulations under Code Section 1502 (or anycorresponding or similar provision of state, local or foreign income Tax law);(D) installment sale or open transaction disposition made on or prior to theClosing Date; or (E) prepaid amount received on or prior to the Closing Date(except to the extent the Company or Purchaser receives the benefit of suchprepaid amount pursuant to Section 2.3 or Section 2.4); and

### (k)           For purposes of this Section 4.5,references to a Company shall be deemed to include any predecessor thereof orany Person from which the Company incurs a liability for Taxes by contract orLaw.

## Section 4.6             **Environmental Laws.**  Except as disclosed on Schedule 4.6, toDEPI’s knowledge, each Company’s, and DEPI’s and DOTEPI’s, ownership, use andoperation of its respective Assets is in compliance with all applicableEnvironmental Laws, except such failures to comply as, individually or in theaggregate, would not have a Material Adverse Effect.  Except as disclosed on Schedule 4.6, andexcept for contamination that would not, individually or in the aggregate, havea Material Adverse Effect, to DEPI’s knowledge there has been no contaminationof groundwater, surface water or soil on the Properties resulting fromhydrocarbon activities on such Properties which was required to be remediatedunder applicable Environmental Laws on or before the date of this Agreement forwhich any Company or the owner of the Additional Assets would be liable butwhich has not been remediated.  Each ofDEPI, DOTEPI and each Company has all environmental permits required for itsownership, use 

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## and operation of its Assets in compliancewith applicable Environmental Laws, except such failures to have permits as,individually or in the aggregate, would not have a Material AdverseEffect.  Except as disclosed onSchedule 4.4, there are no actions, suits or proceedings pending, or toDEPI’s knowledge, threatened in writing, before any Governmental Authority orarbitrator with respect to the Assets alleging violations of EnvironmentalLaws, or claiming remediation obligations under applicable Environmental Laws.  Notwithstandinganything to the contrary in this Section or elsewhere in this Agreement, DEPImakes no, and disclaims any, representation or warranty, express or implied,with respect to naturally occurring radioactive material (“NORM”), asbestos,mercury, drilling fluids and chemicals, and produced waters and hydrocarbonsthat may be present in or on the Properties or Equipment in quantities typicalfor oilfield operations in the areas in which the Properties and Equipment arelocated.  For purposes of this Agreement,“Environmental Laws” means, as the same have been amended to the date hereof,the Comprehensive Environmental Response, Compensation and Liability Act, 42U.S.C. § 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 etseq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Hazardous MaterialsTransportation Act, 49 U.S.C. § 1471 et seq.; the Toxic Substances ControlAct, 15 U.S.C. §§ 2601 through 2629; the Oil Pollution Act, 33 U.S.C.§ 2701 et seq.; the Emergency Planning and Community Right to Know Act, 42U.S.C. § 11001 et seq.; and the Safe Drinking Water Act, 42 U.S.C.§§ 300f through 300j, in each case as amended to the date hereof, and allsimilar Laws as of the date hereof of any Governmental Authority havingjurisdiction over the property in question addressing pollution or protectionof the environment or biological or cultural resources and all regulationsimplementing the foregoing.

## Section 4.7             **Compliancewith Laws.**  Except withrespect to Environmental Laws, which are addressed in Section 4.6 andexcept as disclosed on Schedule 4.7, to DEPI’s knowledge, the Companiesare in compliance with, and DEPI’s and DOTEPI’s ownership, use and operation ofthe Additional Assets are in compliance with, all applicable Laws, except suchfailures to comply as would not, individually or in the aggregate, have aMaterial Adverse Effect.

## Section 4.8             **Contracts.**  Schedule 4.8 lists all MaterialContracts.  To DEPI’s knowledge, none ofthe Sellers or the Companies, nor to the knowledge of DEPI, any other Person,is in default under any Material Contract except as disclosed onSchedule 4.8 and except such defaults as would not, individually or in theaggregate, have a Material Adverse Effect. To DEPI’s knowledge, all Material Contracts are in full force andeffect.  Except as disclosed onSchedule 4.8, there are no Contracts with Affiliates of Sellers (otherthan the Companies) that will be binding on any Company or the Assets afterClosing.  Except as disclosed onSchedule 4.8, there are no futures, options, swaps or other derivativeswith respect to the sale of production that will be binding on any Company orthe Assets after Closing.  Except asdisclosed on Schedule 4.8, as of the date identified on such Schedule,there were no contracts for the purchase, sale or exchange of oil, gas or otherhydrocarbons produced from or attributable to the Properties that will bebinding on Purchaser, the Companies or the Assets after Closing that Purchaser(or the applicable Company) will not be entitled to terminate at will (withoutpenalty) on ninety (90) days notice or less. No notice of default or breach has been received or delivered by anySeller under any Material Contract, the resolution of which is currentlyoutstanding, and no currently effective notices have been received by anySeller of the exercise of any premature termination, price redetermination,market-out or curtailment of any Material Contract.

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## Section 4.9             **Paymentsfor Production.**  Except asdisclosed on Schedule 4.9 and subject to the covenant inSection 6.11, none of the Sellers or the Companies are obligated by virtueof a take or pay payment, advance payment or other similar payment (other thanroyalties, overriding royalties and similar arrangements established in theLeases or reflected on Exhibit B-1, Exhibit B-2,Exhibit D-1 or Exhibit D-2), to deliver oil or gas, orproceeds from the sale thereof, attributable to the Sellers’ or Company’sinterest in the Properties at some future time without receiving paymenttherefor at or after the time of delivery.

## Section 4.10           **ProductionImbalances.**  Except withrespect to Properties and in the amounts set forth on Schedule 4.10, as ofthe dates set forth on such Schedule, there were no imbalances with respect tothe Properties arising from overproduction or underproduction or overdeliveriesor underdeliveries or other imbalance arising at the wellhead, pipeline,gathering system, transportation system, processing plant or other location.

## Section 4.11           **Consentsand Preferential Purchase Rights.**  There are no preferential rights to purchaseor required third Person consents to assignment, which may be applicable to thesale of Shares and Additional Assets by Sellers as contemplated by this Agreement,except for consents and approvals of Governmental Authorities that arecustomarily obtained after Closing, those approvals described inSection 6.7, and as set forth on Schedule 4.11.

## Section 4.12           **Liabilityfor Brokers’ Fees.** Purchaser and the Companies shall not directly or indirectly have anyresponsibility, liability or expense, as a result of undertakings or agreementsof Sellers or the Companies prior to Closing, for brokerage fees, finder’sfees, agent’s commissions or other similar forms of compensation to anintermediary in connection with the negotiation, execution or delivery of thisAgreement or any agreement or transaction contemplated hereby.

## Section 4.13           **Equipmentand Personal Property**

### (a)           All currently producing Wells and Equipment arein an operable state of repair adequate to maintain normal operations inaccordance with past practices, ordinary wear and tear excepted.  DEPI, DOTEPI and each Company have allmaterial easements, rights of way, licenses and authorizations, from GovernmentalAuthorities necessary to access, construct, operate, maintain and repair theWells and Equipment in the ordinary course of business as currently conductedby such Persons and in material compliance with all Laws, except such failuresas would not individually or in the aggregate have a Material Adverse Effect.

### (b)           With respect to Additional Equipment,hydrocarbon production and inventory, DEPI’s and DOTEPI’s title as of the datehereof is, and as of the Closing Date, shall be transferred to Purchaser, freeand clear of liens and encumbrances other than Permitted Encumbrances.  To DEPI’s knowledge, the Sellers or Companieshave such title to the Midstream Assets as would be deemed adequate by areasonable and prudent owner of assets similar to the Midstream Assets.

## Section 4.14           **Operationof the E&P Business.** Except as described in Schedule 4.14, since December 31, 2006,the Assets have been operated only in the ordinary course of businessconsistent with past practices of DEPI, DOTEPI and the Companies.

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## Section 4.15           **Non-ConsentOperations.**  No Seller orCompany has elected not to participate in any operation or activity proposedwith respect to the Assets which could result in any of such Person’s interestin any Assets becoming subject to a penalty or forfeiture as a result of suchelection not to participate in such operation or activity, except to the extentreflected in the Net Revenue Interest and Working Interest for such Asset setforth in Exhibit B-2 or Exhibit D-2.

## Section 4.16           **OutstandingCapital Commitments.**  Asof the date of this Agreement, there are no outstanding AFEs or othercommitments for capital expenditures (except as expressly set forth in theterms of a Contract) which are binding on any Seller or Company with respect toany Asset and which DEPI reasonably anticipates will individually requireexpenditures by the owner of such Asset after the Effective Date in excess ofTwo Million dollars ($2,000,000), other than those shown on Schedule 4.16.

## Section 4.17           **Insurance.**  Schedule 4.17 lists all the insurancepolicies maintained by Sellers and the Companies with respect to the Assets.

## Section 4.18           **Absenceof Certain Changes.**  SinceDecember 31, 2006, (a) there has not been any reduction in the rate ofproduction of oil, gas or condensate from the Properties which would constitutea Material Adverse Effect, (b) there has not been any reduction or write-downin the reserves estimated for the Properties (which reduction or write-down isnot reflected in the Reserve Report) that would constitute a Material AdverseEffect, or (c) there has not been any damage, destruction or loss with respectto the Assets that would constitute a Material Adverse Effect that is notaddressed by the terms of Section 12.4.

## Section 4.19           **Limitations.**

### (a)           Except as and to the extent expressly setforth in Article 3, this Article 4 or in the certificate of Sellersto be delivered pursuant to Section 8.2(j), or DEPI’s or DOTEPI’s specialwarranty of title in the Conveyances, (i) Sellers make no representationsor warranties, express or implied, and (ii) Sellers expressly disclaim allliability and responsibility for any representation, warranty, statement orinformation made or communicated (orally or in writing) to Purchaser or any ofits Affiliates, employees, agents, consultants or representatives (including,without limitation, any opinion, information, projection or advice that mayhave been provided to Purchaser by any officer, director, employee, agent,consultant, representative or advisor of Sellers or any of their Affiliates).

### (b)           EXCEPT AS EXPRESSLY REPRESENTED OTHERWISE INARTICLE 3, THIS ARTICLE 4OR IN THE CERTIFICATE OF SELLERS TO BE DELIVERED AT CLOSING PURSUANT TO SECTION 8.2(J), OR DEPI’S ORDOTEPI’S SPECIAL WARRANTY OF TITLE IN THE CONVEYANCES, WITHOUT LIMITING THEGENERALITY OF THE FOREGOING, SELLERS (1) MAKE NO AND EXPRESSLY DISCLAIM ANYREPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO (I) TITLE TO ANY OFTHE ASSETS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVEMEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANYGEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE ASSETS,(III) THE QUANTITY, QUALITY OR 

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### RECOVERABILITY OF PETROLEUM SUBSTANCES IN ORFROM THE ASSETS, (IV) THE EXISTENCE OF ANY PROSPECT, RECOMPLETION, INFILLOR STEP-OUT DRILLING OPPORTUNITIES, (V) ANY ESTIMATES OF THE VALUE OF THEASSETS OR FUTURE REVENUES GENERATED BY THE ASSETS, (VI) THE PRODUCTION OFPETROLEUM SUBSTANCES FROM THE ASSETS, OR WHETHER PRODUCTION HAS BEEN CONTINUOUS,OR IN PAYING QUANTITIES, OR ANY PRODUCTION OR DECLINE RATES, (VII) THEMAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITYOF THE ASSETS, (VIII) INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT, OR(IX) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLEOR COMMUNICATED TO PURCHASER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES,AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THETRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATIONRELATING THERETO, AND (2) FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY,EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE  OR CONFORMITY TO MODELS OR SAMPLES OFMATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THEPARTIES HERETO THE ASSETS ARE BEING TRANSFERRED “AS IS, WHERE IS,” WITH ALLFAULTS AND DEFECTS, AND THAT PURCHASER HAS MADE OR CAUSED TO BE MADE SUCHINSPECTIONS AS PURCHASER DEEMS APPROPRIATE.

### (c)           Any representation “to the knowledge of DEPI”or “to DEPI’s knowledge” is limited to matters within the actual knowledge ofthe individuals identified on Schedule 4.16(c).  Actual knowledge only includes informationactually personally known by such individual.

### (d)           Inclusion of a matter on a schedule attachedhereto with respect to a representation or warranty that addresses mattershaving a Material Adverse Effect shall not be deemed an indication that suchmatter does, or may, have a Material Adverse Effect.  Schedules may include matters not required bythe terms of the Agreement to be listed on the Schedule, which additionalmatters are disclosed for purposes of information only, and inclusion of anysuch matter does not mean that all such matters are included.  As used herein, “Material Adverse Effect”means a material adverse effect on the ownership, operation or financialcondition of the E&P Business, taken as a whole; provided, however,that Material Adverse Effect shall not include material adverse effectsresulting from general changes in oil and gas prices; general changes inindustry, economic or political conditions, or markets; changes in condition ordevelopments generally applicable to the oil and gas industry in any area orareas where the Assets are located; acts of God, including hurricanes andstorms; acts or failures to act of Governmental Authorities (where not causedby the willful or negligent acts of Sellers or the Companies); civil unrest orsimilar disorder; terrorist acts; changes in Laws; effects or changes that arecured or no longer exist by the earlier of the Closing and the termination ofthis Agreement pursuant to Article 11; and changes resulting from theannouncement of the transactions contemplated hereby or the performance of thecovenants set forth in Article 6 hereof.

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### (e)           A matter scheduled as an exception for anyrepresentation shall be deemed to be an exception to all representations forwhich it is relevant. The duplication or cross-referencing of any disclosuresmade in the Schedules shall not, in any instance or in the aggregate, effect awaiver of the foregoing statement. Headings have been provided for the sections of the Schedules forconvenience of reference only and shall to no extent have the effect ofamending or changing any express description of the sections set forth in thisAgreement.

# **ARTICLE 5REPRESENTATIONS AND WARRANTIES OF PURCHASER**

Purchaser represents andwarrants to Sellers the following:

## Section 5.1             **Existenceand Qualification.** Purchaser is a limited liability company organized, validly existing andin good standing under the Laws of Delaware.

## Section 5.2             **Power.**  Purchaser has the limited liability companypower to enter into and perform its obligations under this Agreement (and alldocuments required to be executed and delivered by Purchaser at Closing) and toconsummate the transactions contemplated by this Agreement (and suchdocuments).

## Section 5.3             **Authorizationand Enforceability.**  Theexecution, delivery and performance of this Agreement (and all documentsrequired to be executed and delivered by Purchaser at Closing), and theconsummation of the transactions contemplated hereby and thereby, have beenduly and validly authorized by all necessary limited liability company actionon the part of Purchaser.  This Agreementhas been duly executed and delivered by Purchaser (and all documents requiredto be executed and delivered by Purchaser at Closing will be duly executed anddelivered by Purchaser) and this Agreement constitutes, and at the Closing suchdocuments will constitute, the valid and binding obligations of Purchaser,enforceable in accordance with their terms except as such enforceability may belimited by applicable bankruptcy or other similar Laws affecting the rights andremedies of creditors generally as well as to general principles of equity(regardless of whether such enforceability is considered in a proceeding inequity or at law).

## Section 5.4             **NoConflicts.**  The execution,delivery and performance of this Agreement by Purchaser, and the consummationof the transactions contemplated by this Agreement, will not (i) violateany provision of the certificate of formation or limited liability companyagreement (or other governing instruments) of Purchaser, (ii) result in amaterial default (with due notice or lapse of time or both) or the creation ofany lien or encumbrance or give rise to any right of termination, cancellationor acceleration under any material note, bond, mortgage, indenture, or otherfinancing instrument to which Purchaser is a party or by which it is bound,(iii) violate any judgment, order, ruling, or regulation applicable toPurchaser as a party in interest or (iv) violate any Law applicable toPurchaser, except any matters described in clauses (ii), (iii) or (iv) abovewhich would not have a material adverse effect on Purchaser or its properties.

## Section 5.5             **Consents,Approvals or Waivers.**  Theexecution, delivery and performance of this Agreement by Purchaser will not besubject to any consent, approval or 

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## waiver from any Governmental Authority orother third Person except for the approval and waiting period requirementsunder the Hart-Scott-Rodino Act.

## Section 5.6             **Litigation.**  There are no actions, suits or proceedingspending, or to Purchaser’s knowledge, threatened in writing before anyGovernmental Authority or arbitrator against Purchaser or any Affiliate ofPurchaser which are reasonably likely to impair or delay materially Purchaser’sability to perform its obligations under this Agreement.

## Section 5.7             **Financing.**

### (a)           At Closing, Purchaser will have sufficientcash, available lines of credit or other sources of immediately available funds(in United States dollars) to enable it to pay the Closing Payment to Sellersat the Closing.

### (b)           Prior to the execution of this Agreement,Purchaser has received and delivered to Sellers a true and complete copy of thecommitment letter from Royal Bank of Canada (the “Commitment Letter”)and a true and complete copy of the Class D Unit and Unit Purchase Agreement byand among Linn Energy, LLC and the purchasers named therein (the “EquityAgreement”) that relate to the provision of all of the financing requiredby Purchaser to pay the Unadjusted Purchase Price, as it may be adjustedpursuant to this Agreement, and any other amounts payable under this Agreement,and all agreements, arrangements or undertakings related to the CommitmentLetter and Equity Agreement to which Purchaser or any of its Affiliates is aparty (whether contained in a fee letter or otherwise), excluding any actualfee payment amounts (collectively, the “Commitment Documents”).  The Commitment Documents are in effect andneither Purchaser nor any of its Affiliates has agreed to any materialamendment or modification thereof that would adversely affect Purchaser’sability to obtain financing as contemplated thereby and neither Purchaser norany of its Affiliates is in material breach or default thereunder.  Purchaser and/or its Affiliates are in aposition to satisfy all conditions under the Commitment Documents to the extentsuch conditions are within their control. The aggregate proceeds of the financings to which the CommitmentDocuments relate are sufficient to pay the Purchase Price.

## Section 5.8             **InvestmentIntent.**  Purchaser isacquiring the Interests for its own account and not with a view to their sale ordistribution in violation of the Securities Act of 1933, as amended, the rulesand regulations thereunder, any applicable state blue sky Laws, or any otherapplicable securities Laws.

## Section 5.9             **IndependentInvestigation.**  Purchaseris (or its advisors are) experienced and knowledgeable in the oil and gasbusiness and aware of the risks of that business.  Purchaser acknowledges and affirms that (i)as of the date hereof, it has made all such independent investigation,verification, analysis and evaluation of the Companies and the Assets as itdeems necessary or appropriate to enter into this Agreement, and (ii) it hasmade all such reviews and inspections of the Assets and the business, books andrecords, results of operations, conditions (financial or otherwise) andprospects of the Companies as it has deemed necessary or appropriate to executeand deliver this Agreement and (iii) prior to Closing, it will make furtherindependent investigations, inspections and evaluations of the Assets as itdeems necessary or appropriate to consummate the transactions contemplatedhereby.  Except for the representations 

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## and warranties expressly made by DEPI inArticles 3 and 4 of this Agreement, or in the certificate to be delivered toPurchaser pursuant to Section 8.2(j) of this Agreement or the Conveyances,Purchaser acknowledges that there are no representations or warranties, expressor implied, as to the financial condition, Assets, liabilities, equity,operations, business or prospects of the Companies or the Additional Assets andthat in making its decision to enter into this Agreement and to consummate thetransactions contemplated hereby, Purchaser has relied solely upon its ownindependent investigation, verification, analysis and evaluation.

## Section 5.10           **Liabilityfor Brokers’ Fees.** Sellers, and, prior to Closing, the Companies, shall not directly orindirectly have any responsibility, liability or expense, as a result ofundertakings or agreements of Purchaser, for brokerage fees, finder’s fees,agent’s commissions or other similar forms of compensation to an intermediaryin connection with the negotiation, execution or delivery of this Agreement orany agreement or transaction contemplated hereby.

## Section 5.11           **Qualification.**  Purchaser is or as of the Closing will bequalified under applicable Laws to hold Leases, rights of way and other rightsissued by the United States government, and by other Governmental Authorities,which are included in the Assets.

# **ARTICLE 6COVENANTS OF THE PARTIES**

## Section 6.1             **Access.**  Sellers will give Purchaser and itsrepresentatives access to the Assets (and to personnel and representatives ofSellers responsible for the Assets at such periodic meetings as Purchaser mayreasonably request and arrange in advance through DEPI subject to the consentof DEPI, which consent shall not be withheld unreasonably) and access to andthe right to copy, at Purchaser’s expense, the Records in Sellers’ possession,for the purpose of conducting a confirmatory review of the E&P Business,but only to the extent that Sellers may do so without (i) violatingapplicable Laws, including the Hart-Scott-Rodino Act, or (ii) violatingany obligations to any third Person and to the extent that Sellers haveauthority to grant such access without breaching any restriction binding onSellers.  Such access by Purchaser shallbe limited to Sellers’ normal business hours, and Purchaser’s investigationshall be conducted in a manner that minimizes interference with the operationof the E&P Business or the business of Sellers.  Purchaser shall be entitled to conduct aPhase I or similar environmental assessment of the Properties andEquipment and may conduct visual inspections, record reviews and interviewsrelating to the Properties and Equipment, including their condition andcompliance with Environmental Laws, subject to receipt of the necessarypermission as described above.  Purchaser’sright of access shall not entitle Purchaser to operate Equipment or conductintrusive testing or sampling.  Allinformation obtained by Purchaser and its representatives under thisSection 6.1 shall be subject to the terms of that certain confidentialityagreement between Dominion Resources, Inc. and Purchaser dated June 13, 2007(the “Confidentiality Agreement”) and any applicable privacy laws regardingpersonal information.

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## Section 6.2             **Notificationof Breaches.**  Until theClosing,

### (a)           Purchaser shall notify Sellers promptlyafter Purchaser obtains actual knowledge that any representation or warranty ofDEPI contained in this Agreement is untrue in any material respect or will beuntrue in any material respect as of the Closing Date or that any covenant oragreement to be performed or observed by Sellers prior to or on the ClosingDate has not been so performed or observed in any material respect; and

### (b)           Sellers shall notify Purchaser promptlyafter any Seller obtains actual knowledge that any representation or warrantyof Purchaser contained in this Agreement is untrue in any material respect orwill be untrue in any material respect as of the Closing Date or that anycovenant or agreement to be performed or observed by Purchaser prior to or onthe Closing Date has not been so performed or observed in a material respect.

If any ofPurchaser’s or DEPI’s representations or warranties is untrue or shall becomeuntrue in any material respect between the date of execution of this Agreementand the Closing Date, or if any of Purchaser’s or Sellers’ covenants oragreements to be performed or observed prior to or on the Closing Date shallnot have been so performed or observed in any material respect, but if suchbreach of representation, warranty, covenant or agreement shall (if curable) becured by the Closing (or, if the Closing does not occur, by the date set forthin Section 11.1), then such breach shall be considered not to haveoccurred for all purposes of this Agreement.

## Section 6.3             **PressReleases.**  Until theClosing, neither Sellers nor Purchaser, nor any Affiliate of any of them, shallmake any press release regarding the existence of this Agreement, the contentshereof or the transactions contemplated hereby without the prior writtenconsent of the Purchaser (in the case of announcements by Sellers or theirAffiliates) or DEPI (in the case of announcements by Purchaser or its Affiliates);provided, however, the foregoing shall not restrict disclosures by Purchaser orSellers or any of their Affiliates (i) to the extent that such disclosuresare required by applicable securities or other Laws or the applicable rules ofany stock exchange having jurisdiction over the disclosing Party or itsAffiliates or (ii) to Governmental Authorities and third Persons holdingpreferential rights to purchase, rights of consent or other rights that may beapplicable to the transactions contemplated by this Agreement, as reasonablynecessary to provide notices, seek waivers. amendments or terminations of suchrights, or seek such consents.  Sellersand Purchaser shall each be liable for the compliance of their or its respectiveAffiliates with the terms of this Section 6.3.

## Section 6.4             **Operationof Business.**  Except asprovided in the 2007 business and budget plan document attached hereto asSchedule 6.4 (the “2007 Plan”), or as may be required in connection withSections 6.8, 6.9, 6.11, 6.12, 6.13, 6.15 and 6.20, until the Closing,DEPI and DOTEPI each shall, and the applicable Sellers shall cause theCompanies to each, operate its business with respect to the Assets in theordinary course, and, without limiting the generality of the preceding, shall:

### (a)           not transfer, sell, hypothecate, encumber orotherwise dispose of any of the Assets, except for (A) sales anddispositions of oil and gas and equipment and materials made in the ordinarycourse of business and (B) other sales and dispositions individually notexceeding Two Million Five Hundred Thousand dollars ($2,500,000); and

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### (b)           not terminate, materially amend, execute orextend any contracts reasonably expected to generate gross revenues per yearfor the owner of the Assets or to require expenditures per year chargeable tothe owner of the Assets in excess of Five Million dollars ($5,000,000), otherthan the execution or extension of a contract for the sale or exchange of oil,gas and/or other hydrocarbons terminable on ninety (90) days or shorter notice;

### (c)           maintain insurance coverage on the Assets inthe amounts and of the types currently in force;

### (d)           use commercially reasonable efforts tomaintain in full force and effect all Leases, that are capable of producing inpaying quantities; and

### (e)           maintain all material governmental permitsand approvals affecting the Assets.

Requests for approval of any action restricted by thisSection 6.4 shall be delivered to either of the following individuals,each of whom shall have full authority to grant or deny such requests forapproval on behalf of Purchaser:
| Arden Walker   Senior Vice President Western Operations   Email: awalker@linnenergy.com   Phone: (281) 605-4106   Fax: (281) 605- 4196 |   | Mark Ellis   Executive Vice President and Chief Operating   Officer   Email: mellis@linnenergy.com   Phone: (281) 605-4116   Fax: (281) 605-4186 |
|----------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------|

 

Purchaser’s approval of any action restricted by thisSection 6.4 shall not be unreasonably withheld or delayed and shall beconsidered granted within ten (10) days (unless a shorter time is reasonablyrequired by the circumstances and such shorter time is specified in Sellers’notice) of Sellers’ notice to Purchaser requesting such consent unlessPurchaser notifies Sellers to the contrary during that period.  Notwithstanding the foregoing provisions ofthis Section 6.4, in the event of an emergency, Sellers may take suchaction as reasonably necessary and shall notify Purchaser of such actionpromptly thereafter.

## Section 6.5             **Conductof the Companies.**  Exceptas provided in the 2007 Plan, or on Schedule 6.5, or as may be required inconnection with Sections 6.8, 6.9, 6.11, 6.12, 6.13, 6.15, 6.20 and 9.9,until the Closing, the applicable Sellers shall not permit any Company to doany of the following without the prior written consent of Purchaser:

### (a)           amend its charter, by-laws or equivalentgoverning instruments;

### (b)           issue, redeem or otherwise acquire anyshares of its capital stock or issue any option, warrant or right relating toits capital stock or any securities convertible into or exchangeable for anyshares of capital stock, declare or pay any stock-split, or declare or pay anydividend or make any other payment or distribution to any Seller or otherAffiliate except cash and Excluded Assets; provided, however, thatcapital stock may be issued in conjunction with 

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### the capitalization of Company debt pursuantto Section 6.8, in which event such additional stock shall become part ofthe Shares delivered at Closing;

### (c)           incur or assume any indebtedness forborrowed money (a “Loan”) or guarantee any such indebtedness (excluding,for the avoidance of doubt, contractual or statutory joint and severalliability obligations for joint operations, accounts payable incurred in theordinary course of business and indebtedness to or guarantees for anotherCompany), which Loan or guaranty will remain in effect after Closing;

### (d)           make an equity investment in any otherPerson (except investments in another Company);

### (e)           make any change in any method of accountingor accounting principles other than those required by the AccountingPrinciples;

### (f)            acquire by merger or consolidation orpurchase of equity interests any corporation, partnership, association or otherbusiness organization or division thereof;

### (g)           enter into any settlement of any materialissue with respect to any assessment or audit or other administrative orjudicial proceeding with respect to Taxes for which Purchaser may haveliability under Article 9;

### (h)           make any Loan (excluding, for the avoidanceof doubt, (i) accounts receivable in the ordinary course of business,(ii) advances or cash call payments to the operator as required underapplicable operating agreements, (iii) advances as operator on behalf ofco-owners for costs under applicable operating agreements, (iv) Loans toanother Company or (v) other loans in the ordinary course of business,such as Loans to employees for the purchase of computers and natural gasappliances) to any Person;

### (i)            terminate or voluntarily relinquish anypermit, license or other authorization from any Governmental Authoritynecessary for the conduct of the E&P Business except in the ordinary courseof business;

### (j)            grant any bonus or increase in salary toany employee of any Company, except (i) as required by existing employmentcontracts, plans or arrangements, (ii) normal annual adjustments andbonuses in the normal course of business consistent with recent practice, and(iii) any extraordinary adjustments required for retention purposesconsistent with industry practice that will be the sole obligation of Sellersand shall not be taken into account to the extent that they provideenhancements of benefits to the Available Employees for purposes of determiningcomparability under Section 10.2(a);

### (k)           establish, materially amend or terminate anyEmployee Plan for employees of such Company, except changes generally affectingplans covering both employees of such Company and employees of its Affiliates,or consistent with then-current industry practice (provided that such newEmployee Plan or amendments after the date hereof shall not be taken intoaccount for purposes of determining comparability under Section 10.2(a));or

### (l)            agree to do any of the foregoing.

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Requests for approval of any action restricted by thisSection 6.5 shall be delivered to either of the following individuals,each of whom shall have full authority to grant or deny such requests forapproval on behalf of Purchaser:
| Arden Walker   Senior Vice President Western Operations   Email: awalker@linnenergy.com   Phone: (281) 605-4106   Fax: (281) 605- 4196 |   | Mark Ellis   Executive Vice President and Chief Operating   Officer   Email: mellis@linnenergy.com   Phone: (281) 605-4116   Fax: (281) 605-4186 |
|----------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------|

 

Purchaser’s approval of any action restricted by thisSection 6.5 shall not be unreasonably withheld or delayed and shall beconsidered granted within ten (10) days (unless a shorter time is reasonablyrequired by the circumstances and such shorter time is specified in Sellers’notice) of Sellers’ notice to Purchaser requesting such consent unlessPurchaser notifies Sellers to the contrary during that period.

## Section 6.6             **IndemnityRegarding Access.** Purchaser agrees to indemnify, defend and hold harmless Sellers, itsAffiliates (including until Closing the Companies), the other owners ofinterests in the Properties, and all such Persons’ directors, officers,employees, agents and representatives from and against any and all claims,liabilities, losses, costs and expenses (including court costs and reasonableattorneys’ fees), including claims, liabilities, losses, costs and expensesattributable to personal injury, death, or property damage, arising out of orrelating to access to the Assets prior to the Closing by Purchaser, itsAffiliates, or its or their directors, officers, employees, agents orrepresentatives, even if caused in whole or in part by the negligence (whethersole, joint or concurrent), strict liability or other legal fault of anyindemnified Person.

## Section 6.7             **GovernmentalReviews.**  Sellers andPurchaser shall make filings required under the Hart-Scott-Rodino Act withinfifteen (15) days of the date of this Agreement and each shall in a timelymanner make (or cause its applicable Affiliate to make) (i) all requiredfilings and prepare applications to and conduct negotiations with, eachGovernmental Authority as to which such filings, applications or negotiationsare necessary or appropriate in the consummation of the transactionscontemplated hereby and (ii) provide such information as the other may reasonablyrequest in order to make such filings, prepare such applications and conductsuch negotiations.  Each Party shallcooperate with and use all reasonable efforts to assist the other with respectto such filings, applications and negotiations. Purchaser shall bear the cost of all filing or application fees payableto any Governmental Authority with respect to the transactions contemplated bythis Agreement, regardless of whether Purchaser, any Seller, any Company or anyAffiliate of any of them is required to make the payment.

Without limiting thegenerality of the preceding, prior to Closing, Purchaser shall take all suchactions as are required to qualify to hold government Leases, rights-of-way andother rights included in the Assets and to meet any other requirements toreceive and hold such Assets.  Promptlyafter Closing, Purchaser and Sellers shall make all required filings with theU.S. Bureau of Land Management, U.S. Bureau of Indian Affairs, and other Governmental

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Authoritiesto properly assign and transfer government leases, operating rights and rightof ways and any other related Additional Assets.  Purchaser shall make all other requiredfilings with any Governmental Authorities after Closing with respect to thetransactions contemplated by this Agreement, including filing all requiredoperator registration and change in operator, designation of operator anddesignation of applicant forms, and shall send all statutorily required noticeswith respect to Properties presently operated by DEPI or DOTEPI.  Purchaser shall also arrange for all bonds,letters of credit and guarantees required with respect to the ownership oroperation of the Assets to be posted on or before Closing, as described inSection 13.5.

## Section 6.8             **IntercompanyIndebtedness.**  At or priorto Closing, Sellers and their Affiliates (other than the Companies) shall(i) either capitalize or cause each Company to settle by cash payment anynet indebtedness of such Company to Sellers or to any other Affiliates (otherthan the Companies) and (ii) repay any net indebtedness of Sellers or anysuch Affiliate to each Company, excluding, however, accounts payable for thepurchase of goods or services, or employment-related costs, or other ordinarycourse of business expenses owing to any Affiliate with respect to any periodafter the Effective Date which are subject to adjustment pursuant toSection 2.3(h) and shall be paid by virtue of such adjustment.

## Section 6.9             **ThirdPerson Indebtedness.**  Ator prior to Closing, Sellers shall have satisfied or caused the Companies tosatisfy all outstanding indebtedness owing by the Companies pursuant to thirdPerson Loans, including Loans described on Schedule 6.9, excluding, forthe avoidance of doubt, accounts payable in the ordinary course of business andLoans from another Company.

## Section 6.10           **Operatorship.**  Within thirty (30) days after execution ofthis Agreement, DEPI and DOTEPI shall each send notices (in form and substancereasonably acceptable to Purchaser) to all co-owners of the Additional Propertiesthat it currently operates indicating that it is resigning as operatorcontingent upon and effective at Closing, and nominating and recommending LinnOperating, Inc., a wholly owned subsidiary of Purchaser, as successor operator.  Neither DEPI nor DOTEPI makes anyrepresentation or warranty as to Linn Operating, Inc.’s ability to succeed tooperatorship of these Additional Properties.

## Section 6.11           **VolumetricProduction Payments.**  Thevolumetric production payment contracts identified on Schedule 4.9 shallbe purchased by Sellers or their Affiliates on or prior to the Effective Dateand replaced effective at the end of the Effective Date with new volumetricproduction payments on the terms set forth on Schedule 6.11, whichvolumetric production payments shall burden the Assets at Closing.

## Section 6.12           **Hedges.**  At or prior to Closing, Sellers and theirAffiliates shall eliminate or cause the Companies to eliminate all futures,options, swaps and other derivatives with respect to the sale of productionfrom the Assets that are currently binding on any Company or the Assets.

## Section 6.13           **Vehiclesand Equipment.**  At orprior to the Closing, Sellers or Affiliates of Sellers will exercise availableoptions under applicable lease agreements to terminate such agreements and topurchase certain vehicles, computers, and software leased thereunder by or onbehalf of the Companies or otherwise for use in the operation of the E&PBusiness, expending 

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## up to the amount specified inSection 2.3(d), which vehicles, computers and software shall then beincluded in the Assets at Closing.  AtClosing, Purchaser shall reimburse Sellers for such purchase costs and anyother costs or expenses related thereto (the “Computer/Vehicle Buy-Out Costs”),as an adjustment to the Interest Unadjusted Purchase Price in accordance withSection 2.3(d).

## Section 6.14           **FurtherAssurances.**  AfterClosing, Sellers and Purchaser each agrees to take such further actions and toexecute, acknowledge and deliver all such further documents as are reasonablyrequested by the other for carrying out the purposes of this Agreement or ofany document delivered pursuant to this Agreement.

## Section 6.15           **CertainBeneficial Interests.**

### (a)           Except as provided in Section 6.15(c)below, until the Closing, DEPI shall not permit DEPI I, LP to assign, transfer,encumber or otherwise dispose of all or any part of the DEPI Texas BeneficialInterests in the possession of DEPI I, LP as of the date hereof, except to theextent that such assignment, transfer, encumbrance or other disposition is madein conjunction with an assignment, transfer, encumbrance or other dispositionby DEPI of a corresponding interest in the Additional Asset associated withsuch DEPI Texas Beneficial Interests that is allowed by the terms and conditionsof Sections 6.4 and 6.5.

### (b)           Except as provided in Section 6.15(c)below, until the Closing, DOTEPI shall not permit DNG I, LP to assign,transfer, encumber or otherwise dispose of all or any part of the DOTEPI TexasBeneficial Interests in the possession of DNG I, LP as of the date hereof,except to the extent that such assignment, transfer, encumbrance or otherdisposition is made in conjunction with an assignment, transfer, encumbrance orother disposition by DOTEPI of a corresponding interest in the Additional Assetassociated with such DOTEPI Texas Beneficial Interests that is allowed by theterms and conditions of Sections 6.4 and 6.5.

### (c)           Prior to the Closing, DEPI shall cause DEPII, LP to undergo a multi-survivor merger under which DEPI I, LP is survived bytwo or more limited partnerships, each with the same ownership as DEPI I, LP,and one of which holds the DEPI Texas Beneficial Interests (“DEPI SurvivorLP”).  The issued and outstandingpartnership interests of DEPI Survivor LP shall then become Shares for allpurposes of this Agreement and shall be transferred to two Delaware limitedliability companies (the “Purchaser Subs”), each of which iswholly-owned by an Affiliate of Purchaser that is directly or indirectlywholly-owned by Purchaser (“Purchaser Holdco”), as part of the Interestsat Closing.  Prior to Closing, DOTEPIshall cause DNG I, LP to undergo a multi-survivor merger under which DNG I, LPis survived by two or more limited partnerships, each with the same ownershipas DNG I, LP, and one of which holds the DOTEPI Texas Beneficial Interests (“DOTEPISurvivor LP”, and, together with DEPI Survivor LP, the “Survivor LPs”).  The issued and outstanding partnershipinterests of DOTEPI Survivor LP shall then become Shares for all purposes ofthis Agreement and shall be transferred to the Purchaser Subs as part of theInterests at Closing.  DEPI shall bearand shall indemnify and hold harmless Purchaser and the Companies from andagainst all costs incurred in connection with the multi-survivor mergersdescribed in this Section.

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### (d)           Within 10 days following the Closing Date,Purchaser will cause each of the Purchaser Subs to merge with and intoPurchaser Holdco.

### (e)           Notwithstanding Section 6.15(c) andSection 6.15(d), the Sellers may in their sole discretion cause theSurvivor LPs to sell their respective assets directly to Purchaser Holdco inlieu of consummating the transactions described in Section 6.15(c) andSection 6.15(d).

## Section 6.16           **DEPI/PurchaserTransition Services Agreement.**

### (a)           Prior to Closing, Sellers and Purchaseragree to cooperate in good faith to design and implement a mutually agreeabletransition plan with respect to the services listed on the schedules to theDEPI/Purchaser Transition Services Agreement. Purchaser shall bear all costs of work prior to Closing with respect topost-Closing transition of the E&P Business to Purchaser, including anycosts of performance of DEPI Services (as defined in the DEPI/PurchaserTransition Services Agreement), on the basis set forth in Schedule 1.1 tothe DEPI/Purchaser Transition Services Agreement where applicable and, if nototherwise described in Schedule 1.1 or this Section 6.16, shallreimburse DEPI in an amount equal to (i) 1.7 multiplied by the Hourly LaborCosts (as defined in the DEPI/Purchaser Transition Services Agreement) of thepersonnel of DEPI and its Affiliates providing the service multiplied by thenumber of hours in a relevant month such personnel spent providing suchservices plus (ii) all other out-of-pocket, third party or AFE costsincurred by DEPI or its Affiliates in providing the services described in thisSection.

### (b)           Purchaser shall reimburse DEPI for amountspaid by Sellers or their Affiliates but for which Purchaser is responsibleunder the terms of this Section no later than seven (7) calendar days after thePurchaser’s receipt of an invoice from DEPI stating Purchaser’s liabilitytherefor.  The terms of Sections 1.3and 8.1 of the DEPI/Purchaser Transition Services Agreement shall apply to theservices performed under this Section and shall be incorporated herein byreference as if set out herein in full.

## Section 6.17           **StonewaterPipeline Interests.**  Priorto the Closing, DOTEPI and LDNG shall cause Stonewater Pipeline Company, L.P.to transfer to DOTEPI all of its right, title and interest in the StonewaterPipeline Interests.

## Section 6.18           **FinancialStatements.**

### (a)           Sellers shall use their commerciallyreasonable efforts to prepare, as soon as practicable after the date of thisAgreement, but no later than October 1, 2007, and at the sole cost andexpense of Purchaser, statements of revenues and direct operating expenses forthe E&P Business for up to the most recent three (3) fiscal years endingprior to the Closing Date and all notes and schedules related thereto(including a footnote satisfying the requirements of FAS 69) in accordance withthe rules and regulations adopted by the Securities and Exchange Commission(the “SEC”), but only to the extent that such statements and notes willbe required of Purchaser or any of its Affiliates in connection with anyrequired Form 8-K filing with the SEC pursuant to the Securities andExchange Act of 1934 (the “Exchange Act”) related to the transactionscontemplated by this Agreement, together with any quarterly or interim period 

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### statement of revenues and direct operatingexpenses (in accordance with the rules and regulations adopted by the SEC)required in connection with such Form 8-K filing (collectively, the “Statementsof Revenues and Expenses”).  Ifrequested by Deloitte & Touche LLP, Seller’s external auditor (“Deloitte”),Sellers shall execute and deliver to Deloitte such representation letters, inform and substance customary for representation letters provided to externalaudit firms by management of the company whose financial statements are thesubject of an audit or are the subject of a review pursuant to Statement ofAuditing Standards 100 (Interim Financial Information), as may be reasonablyrequested by Deloitte, with respect to the Statement of Revenue and Expenses, provided,however, that Purchaser shall provide customary indemnity for anyofficer of any Seller executing and delivering such representation letters toDeloitte.  If requested by Deloitte,Purchaser shall execute and deliver to Deloitte such representation letters, inform and substance customary for representation letters provided to externalaudit firms by management of the company whose financial statements are thesubject of an audit or are the subject of a review pursuant to Statement ofAuditing Standards 100 (Interim Financial Information), as may bereasonably requested by Deloitte, with respect to the Statement of Revenue andExpenses.  Sellers will provide suitableelectronic detail in the form of lease operating statements by propertyadequately supporting all statements provided.

### (b)           Promptly after the date of this Agreement,Sellers shall request Deloitte, after discussing specifications with Purchaser,to (i) perform an audit of the Statements of Revenues and Expenses (other thanthe quarterly or interim statements for 2007) on Purchaser’s behalf and toissue its opinion with respect to such Statements of Revenues and Expenses forthe period(s) specified by Purchaser (such Statements of Revenues and Expensesand related audit opinions being hereinafter referred to as the “AuditedStatements of Revenue and Expenses”) and (ii) provide its written consentfor the use of its audit reports with respect to Statements of Revenues andExpenses in any registration statement, report or other document filed by LinnEnergy, LLC or any of its Affiliates with the SEC.  Purchaser shall bear all fees charged byDeloitte pursuant to such engagement. Both DEPI, DRI or one of their Affiliates and Purchaser shall sign anengagement letter for Deloitte and provide such information as may bereasonably requested from time to time by Deloitte.  Sellers shall reasonably cooperate in thecompletion of such audit and delivery of the Audited Statements of Revenue andExpenses to Purchaser or any of its Affiliates as soon as reasonablypracticable, but no later than October 1, 2007.

### (c)           Sellers shall execute and deliver toDeloitte representation letters (in form and substance customary forrepresentation letters provided by management to external audit firms) relatedto the audited financial statements contemplated in  6.18(a) and (b) asmay be reasonably required by Deloitte; provided, however, thatPurchaser shall provide customary indemnity for any officer of any Sellerexecuting and delivering such representation letters to Deloitte.

### (d)           Purchaser shall promptly reimburse DEPI onbehalf of Sellers and their Affiliates for all internal and external expensesincurred by Sellers and their Affiliates pursuant to this Section 6.18.

## Section 6.19           **Purchaser’sFunding.**  Purchaser isobtaining both equity funding (the “Equity Transaction”) and debt funding (the “DebtTransaction”) for the consummation of the 

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## transactions contemplated by thisAgreement.  Purchaser agrees, inconnection with such funding:

### (a)           to use its commercially reasonable effortsto satisfy all conditions to closing (or seek a waiver of any unsatisfiedcondition to Closing) of each of the Equity Transaction and the DebtTransaction;

### (b)           not to terminate voluntarily, or amend insuch a manner as would be reasonably likely to materially impair or delayPurchaser’s ability to perform its obligations under this Agreement, either theagreements establishing the Equity Transaction (the “Equity Instruments”)or the agreements establishing the Debt Transaction (the “Debt Instruments”),or any party’s obligation to advance funds thereunder, provided that Purchasermay voluntarily terminate either the Equity Instruments (and EquityTransaction) or Debt Instruments (and Debt Transaction) if they are before or concurrentlywith such termination replaced with alternate Equity Instruments (and EquityTransaction) or Debt Instruments (and Debt Transaction) from a funding partywith comparable or greater credit capability, provide for equal or greaterfunding, have equal or lesser conditions to Closing and do not materiallyimpair Purchaser’s ability to perform its obligations under this Agreement whencompared to the terminated instruments and transaction; and

### (c)           to provide notice of any termination ormaterial amendment of Equity Instruments or the Debt Instruments, or any knowndefault by any party under any of them.

### In addition, Purchaser represents and warrants that Purchaser isauthorized under the terms of the Equity Instruments and the Debt Instrumentsto enter into the amendments contemplated by Section 6.20(d) and Section 9.9(a)without further consent from the funding parties or their agents orrepresentatives.

## Section 6.20           **SubcoFormation and Assignment.**

### (a)           Prior to the Closing (which may be on theday of Closing), (i) DEPI shall form a single member subsidiary Delawarelimited liability company (“DEPI Subco”) and assign and transfer to DEPISubco utilizing one or more instruments based upon the form of the Conveyanceall the Additional Assets, except those located in the State of Texas, held byDEPI and (ii) DOTEPI shall form a single member subsidiary Delaware limitedliability company (“DOTEPI Subco” and, together with DEPI Subco, the “Subcos”)and assign and transfer to DOTEPI Subco utilizing one or more instruments basedupon the form of the Conveyance all the Additional Assets, except those locatedin the State of Texas, held by DOTEPI. In connection with the assignment of the Additional Assets to theSubcos, each Subco shall assume and agree to timely fulfill, perform, pay anddischarge (or cause to be timely fulfilled, performed, paid or discharged) allof the Assumed Seller Obligations associated with or with respect to theAdditional Interests assigned and transferred to such Subco.

### (b)           At the Closing, in lieu of conveying theAdditional Assets, except those located in the State of Texas, to Purchaser,DEPI and DOTEPI shall assign and transfer to Purchaser at Closing all theoutstanding membership interests in DEPI Subco and DOTEPI 

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### Subco, respectively (the “Subco Interests”).  The Subco Interests shall become Shares forall purposes of this Agreement.

### (c)           The formof documents to effect the formation of the Subcos shall be provided by Sellersand shall be reasonably acceptable to Purchaser.

### (d)           At orprior to the Closing, the Parties shall enter into any amendment of thisAgreement necessary to reflect the provisions of this Section 6.20, includingchanges from a sale of Additional Assets to a sale of Subco Interests.

### (e)           Purchasershall promptly reimburse DEPI on behalf of Sellers for, and indemnify, defendand hold harmless each Seller and its Affiliates from and against, any and allclaims, liabilities, losses, costs, expenses, and administrative fees incurredor suffered by Sellers and their Affiliates caused by or arising out of orrelating to the analysis, structuring and preparation of documents for thematters described in this Section, the formation of the Subcos, the assignmentof the Additional Assets to the Subcos, the assumption of the Assumed SellerObligations by the Subcos and the assignment of the Subco Interests toPurchaser, including Taxes (including any fines, penalty or otherliability arising from the assignment of the Additional Assets to the Subcosand transfer of the Subco Interests or from failure to withhold and remit anyTax related to such assignments and transfer) which would not have beenincurred by Sellers if the Sellers and Purchaser hadengaged in a sale of the Additional Assets as provided in this Agreement, ineach case (i) whether incurred or suffered before or after the Closing Date and(ii) regardless of whether the Closing occurs.

### (f)            Purchaseragrees that any failure to have record title transferred from DEPI or DOTEPI tothe Subcos prior to Closing shall not constitute a Title Defect or breach ofany representation or warranty or obligation under this Agreement provided thatthe appropriate conveyances as described in Section 6.20(a) have been executedand delivered to the Subcos prior to the Closing.  In addition, Purchaser agrees that anyfailure to have permits, licenses, or other appurtenances, or any Contracts orRecords, in the name of a Subco instead of DEPI or DOTEPI shall not constitutea breach of any representation or warranty or obligation under this Agreement.  Purchaser agrees after Closing to make anyadditional filings required with any Governmental Authority with respect to thetransactions contemplated by this Section.

### (g)           Notwithstandinganything to the contrary contained herein, Sellers shall not be obligated toeffect the transactions described in this Section 6.20 unless and untilPurchaser delivers to DEPI (i) a written request to effect the transactiondescribed in this Section 6.20 no less than forty-five (45) days prior to theClosing, (ii) a written confirmation agreeing that all Purchaser’s conditionsto Closing set forth in Section 7.2 (other than those conditions related todelivery of documents by Sellers to Purchaser at Closing) have been satisfiedor irrevocably waived by Purchaser and (iii) written evidence, in form andsubstance reasonably satisfactory to DEPI, that Purchaser has availablesufficient cash to enable it to pay the Closing Payment to Sellers at theClosing.

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# **ARTICLE 7CONDITIONS TO CLOSING**

## Section 7.1             **Conditions of Sellers to Closing.**  The obligations of Sellers to consummate thetransactions contemplated by this Agreement are subject, at the option ofSellers, to the satisfaction on or prior to Closing of each of the followingconditions:

### (a)           Representations.  The representations and warranties ofPurchaser set forth in Article 5 shall be true and correct in all materialrespects as of the date of this Agreement and as of the Closing Date as thoughmade on and as of the Closing Date;

### (b)           Performance.  Purchaser shall have performed and observed,in all material respects, all covenants and agreements to be performed orobserved by it under this Agreement prior to or on the Closing Date;

### (c)           No Action.  On the Closing Date, no injunction, order oraward restraining, enjoining or otherwise prohibiting the consummation of thetransactions contemplated by this Agreement, or granting substantial damages inconnection therewith, shall have been issued and remain in force, and no suit,action, or other proceeding (excluding any such matter initiated by Sellers orany of its Affiliates) shall be pending before any Governmental Authority orbody of competent jurisdiction seeking to enjoin or restrain or otherwiseprohibit the consummation of the transactions contemplated by this Agreement orrecover substantial damages from Sellers or any Affiliate of Sellers resultingtherefrom; and

### (d)           Governmental Consents.  All material consents and approvals of anyGovernmental Authority (including those required under the Hart-Scott-RodinoAct) required for the transfer of the Interests from Sellers to Purchaser ascontemplated under this Agreement, except consents and approvals of assignmentsby Governmental Authorities that are customarily obtained after closing, shallhave been granted, or the necessary waiting period shall have expired, or earlytermination of the waiting period shall have been granted.

## Section 7.2             **Conditions of Purchaser to Closing.**  The obligations of Purchaser to consummatethe transactions contemplated by this Agreement are subject, at the option ofPurchaser, to the satisfaction on or prior to Closing of each of the followingconditions:

### (a)           Representations.  The representations and warranties of DEPIset forth in Article 4 shall be true and correct as of the date of thisAgreement and as of the Closing Date as though made on and as of the ClosingDate (other than representations and warranties that refer to a specified date,which need only be true and correct on and as of such specified date), exceptfor such breaches, if any, as would not individually or in the aggregate have aMaterial Adverse Effect (except to the extent such representation or warrantyis qualified by its terms by materiality, Material Adverse Effect or othersimilar words, such qualification in its terms shall be inapplicable forpurposes of this Section);

### (b)           Performance.  Sellers shall have performed and observed, inall material respects, all covenants and agreements to be performed or observedby them under this Agreement prior to or on the Closing Date except, in thecase of breaches of Sections 6.4 and 6.5 and 6.10, for such breaches, ifany, as would not have a Material Adverse Effect (except to the 

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### extent such covenant or agreement is qualified by its terms bymateriality or Material Adverse Effect, such qualification in its terms shallbe inapplicable for purposes of this Section);

### (c)           No Action.  On the Closing Date, no injunction, order oraward restraining, enjoining or otherwise prohibiting the consummation of thetransactions contemplated by this Agreement, or granting substantial damages inconnection therewith, shall have been issued and remain in force, and no suit,action, or other proceeding (excluding any such matter initiated by Purchaseror any of its Affiliates) shall be pending before any Governmental Authority orbody of competent jurisdiction seeking to enjoin or restrain or otherwiseprohibit the consummation of the transactions contemplated by this Agreement orrecover substantial damages from Purchaser or any Affiliate of Purchaserresulting therefrom;

### (d)           Governmental Consents.  All material consents and approvals of anyGovernmental Authority (including those required under the Hart-Scott-RodinoAct) required for the transfer of the Interests from Sellers to Purchaser ascontemplated under this Agreement, except consents and approvals of assignmentsby Governmental Authorities that are customarily obtained after closing, shallhave been granted or the necessary waiting period shall have expired, or earlytermination of the waiting period shall have been granted; and

### (e)           Audited Statements.  The Audited Statements of Revenue andExpenses provided for in Section 6.18 shall have been prepared by Sellersand opinions shall have been issued by Deloitte at least five (5) days prior tothe Closing.

# **ARTICLE 8CLOSING**

## Section 8.1             **Time and Place of Closing.**  The consummation of the purchase and sale ofthe Interests contemplated by this Agreement (the “Closing”) shall, unless otherwiseagreed to in writing by Purchaser and Sellers, take place at the offices ofBaker Botts L.L.P. located at 910 Louisiana St., Houston, Texas, at10:00 a.m., local time, on August 31, 2007 (the “Target Closing Date”), orif all conditions in Article 7 to be satisfied prior to Closing have notyet been satisfied or waived, as soon thereafter as such conditions have beensatisfied or waived, subject to the provisions of Article 11.  The date on which the Closing occurs isreferred to herein as the “Closing Date.”

## Section 8.2             **Obligations of Sellers at Closing.**  At the Closing (except in the case ofSection 8.2(p), which shall be delivered five (5) days prior to theClosing), upon the terms and subject to the conditions of this Agreement, andsubject to the simultaneous performance by Purchaser of its obligationspursuant to Section 8.3, Sellers shall deliver or cause to be delivered toPurchaser (or its wholly-owned Affiliate(s) that (i) have been designatedin writing by Purchaser to DEPI at least fifteen (15) days prior to Closing and(ii) satisfy the requirements of Section 5.11), among other things, the following:

### (a)           Certificate(s) (or lostcertificate affidavit(s)) representing the Shares, duly endorsed (oraccompanied by duly endorsed stock powers) for transfer to Purchaser, togetherwith instruments of assignment of the non-certificated Shares to Purchaser,duly executed by the applicable Sellers;

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### (b)           Resignations of the directorsand officers of the Companies, effective on or before the Closing;

### (c)           Terminations of powers ofattorney granted by the Companies as may be requested in a written notice toSellers by Purchaser delivered at least ten (10) days prior to the ClosingDate.

### (d)           Conveyances of the AdditionalAssets (other than the DEPI Texas Beneficial Interests and DOTEPI TexasBeneficial Interests, which are transferred pursuant to Section 8.2(a)) inthe form attached hereto as Exhibit E (the “Conveyances”), dulyexecuted by DEPI or DOTEPI, as applicable, in sufficient duplicate originals toallow recording in all appropriate jurisdictions and offices;

### (e)           Assignments in form requiredby federal, state or tribal agencies for the assignment of any federal, stateor tribal Additional Properties, duly executed by DEPI or DOTEPI, asapplicable, in sufficient duplicate originals to allow recording in allappropriate offices;

### (f)            Executed certificatesdescribed in Treasury Regulation § 1.1445-2(b)(2) certifying that eachSeller is not a foreign person within the meaning of the Code;

### (g)           Letters-in-lieu of transferorders with respect to the Additional Properties duly executed by DEPI orDOTEPI, as applicable;

### (h)           Titles to the vehiclesacquired pursuant to Section 6.13;

### (i)            Assignments of the personalproperty described on Schedule 1.4;

### (j)            A certificate duly executedby an authorized corporate officer of DEPI, dated as of the Closing, certifyingon behalf of each Seller that the conditions set forth in Section 7.2(a)and Section 7.2(b) have been fulfilled;

### (k)           A certificate duly executed bythe secretary or any assistant secretary of each Seller, dated as of theClosing, (i) attaching and certifying on behalf of Seller complete andcorrect copies of (A) the certificate of incorporation and the bylaws ofSeller, each as in effect as of the Closing, (B) the resolutions of theBoard of Directors of Seller authorizing the execution, delivery, andperformance by such Seller of this Agreement and the transactions contemplatedhereby, and (C) any required approval by the stockholders of Seller of thisAgreement and the transactions contemplated hereby and (ii) certifying onbehalf of Seller the incumbency of each officer of such Seller executing thisAgreement or any document delivered in connection with the Closing;

### (l)            Where notices of approval arereceived by Sellers pursuant to a filing or application under Section 6.7,copies of those notices of approval;

### (m)          Counterparts of a transitionservices agreement between DEPI and Purchaser in the form attached hereto asExhibit F (the “DEPI/Purchaser Transition Services Agreement”),duly executed by DEPI;

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### (n)           A sublease of the office spacelocated at 14000 Quail Springs Parkway, Oklahoma City, Oklahoma described onExhibit D-4, in substantially the same form and for the sameconsideration as the base lease, and for the same term, except that assignmentshall not be permitted without the prior written consent of DEPI, such consentnot to be unreasonably withheld (the “Sublease”), duly executed by theapplicable Seller;

### (o)           The instruments required inconnection with any transfer of interests under the conveyances creating thenew volumetric production payments described in Section 6.11, including anAssignment, Assumption and Release Agreement, duly executed by the applicableSellers;

### (p)           The Audited Statements of Revenueand Expenses pursuant to Section 6.18 (unless Purchaser has waived thecondition in Section 7.2(e)); and

### (q)           All other documents andinstruments reasonably required from Sellers to transfer the Interests toPurchaser.

## Section 8.3             **Obligations of Purchaser at Closing.**  At the Closing, upon the terms and subject tothe conditions of this Agreement, and subject to the simultaneous performanceby Sellers of its obligations pursuant to Section 8.2, Purchaser shalldeliver or cause to be delivered to Sellers, among other things, the following:

### (a)           A wire transfer of the ClosingPayment in same-day funds;

### (b)           Conveyances, duly executed byPurchaser, in sufficient duplicate originals to allow recording on allappropriate jurisdictions and offices;

### (c)           Assignments in form requiredby federal, state or tribal agencies for the assignment of any federal, stateor tribal Additional Properties, duly executed by Purchaser, in sufficientduplicate originals to allow recording in all appropriate offices;

### (d)           A certificate by an authorizedcorporate officer of Purchaser, dated as of the Closing, certifying on behalfof Purchaser that  the conditions setforth in Sections 7.1(a) and 7.1(b) have been fulfilled;

### (e)           A certificate duly executed bythe secretary or any assistant secretary of Purchaser, dated as of the Closing,(i) attaching and certifying on behalf of Purchaser complete and correctcopies of (A) the certificate of incorporation and the bylaws ofPurchaser, each as in effect as of the Closing, (B) the resolutions of theBoard of Directors of Purchaser authorizing the execution, delivery, andperformance by Purchaser of this Agreement and the transactions contemplatedhereby, and (C) any required approval by the stockholders of Purchaser ofthis Agreement and the transactions contemplated hereby and(ii) certifying on behalf of Purchaser the incumbency of each officer ofPurchaser executing this Agreement or any document delivered in connection withthe Closing;

### (f)            Where notices of approval arereceived by Purchaser pursuant to a filing or application underSection 6.7, copies of those notices of approval;

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### (g)           Evidence of replacement bonds,guarantees, and letters of credit, pursuant to Section 13.5;

### (h)           Counterparts of theDEPI/Purchaser Transition Services Agreement, duly executed by Purchaser;

### (i)            The Sublease, duly executedby Purchaser; and

### (j)            The instruments required inconnection with any transfer of interests under the conveyances creating thenew volumetric production payments described in Section 6.11, including anAssignment, Assumption and Release Agreement and, if applicable, a guarantee ofthe assignor’s obligations under those conveyances, duly executed by Purchaser(and in the case of any such guarantee, by Purchaser’s qualifying Affiliate).

## Section 8.4             **Closing Payment and Post-Closing Purchase PriceAdjustments.**

### (a)           Not later than five (5)Business Days prior to the Closing Date, Sellers shall prepare and deliver toPurchaser, using and based upon the best information available to Sellers, apreliminary settlement statement estimating the Interest Purchase Price for theInterests and showing the portions thereof to which each Seller is entitledafter giving effect to all adjustments set forth in Section 2.3.  The estimates delivered in accordance withthis Section 8.4(a) shall constitute the collective dollar amount to bepayable by Purchaser to Sellers at the Closing (the “Closing Payment”).

### (b)           As soon as reasonablypracticable after the Closing but not later than the later of (i) the onehundred and twentieth (120th) day following the Closing Date and (ii) thedate on which the parties or the Title Arbitrator, as applicable, finallydetermines all Title Defect Amounts and Title Benefit Amounts underSection 3.5(i), Sellers shall prepare and deliver to Purchaser a draftstatement setting forth the final calculation of the Interest Purchase Pricesand showing the calculation of each adjustment under Section 2.3, based onthe most recent actual figures for each adjustment.  Sellers shall at Purchaser’s request makereasonable documentation available to support the final figures.  As soon as reasonably practicable but notlater than the sixtieth (60th) day following receipt of Sellers’ statementhereunder, Purchaser shall deliver to DEPI a written report containing anychanges that Purchaser proposes be made in such statement.  Sellers may deliver a written report toPurchaser during this same period reflecting any changes that Sellers proposeto be made in such statement as a result of additional information receivedafter the statement was prepared.  TheParties shall undertake to agree on the final statement of the Purchase Priceno later than ninety (90) days after delivery of Seller’s statement.  In the event that the Parties cannot reachagreement within such period of time, any Party may refer the items ofadjustment which are in dispute to EY or another nationally-recognizedindependent accounting firm or consulting firm mutually acceptable to Purchaserand Sellers (the “Accounting Arbitrator”), for review and finaldetermination by arbitration.  Should EYfail or refuse to agree to serve as Accounting Arbitrator within twenty (20)days after written request from any Party to serve, and the Parties fail toagree in writing on a replacement Accounting Arbitrator within ten (10) daysafter the end of that twenty (20) day period, or should no replacementAccounting Arbitrator agree to serve within forty-five (45) days after theoriginal written request pursuant to this sentence, the Accounting Arbitrator shallbe appointed by the 

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### Houston office of the American Arbitration Association.  The Accounting Arbitrator shall conduct thearbitration proceedings in Houston, Texas in accordance with the CommercialArbitration Rules of the American Arbitration Association, to the extent suchrules do not conflict with the terms of this Section.  The Accounting Arbitrator’s determinationshall be made within forty-five (45) days after submission of the matters indispute and shall be final and binding on all Parties, without right ofappeal.  In determining the proper amountof any adjustment to the Purchase Price, the Accounting Arbitrator shall bebound by the terms of Section 2.3 and may not increase the Purchase Pricemore than the increase proposed by Sellers nor decrease the Purchase Price morethan the decrease proposed by Purchaser, as applicable.  The Accounting Arbitrator shall act as anexpert for the limited purpose of determining the specific disputed aspects ofPurchase Price adjustments submitted by any Party and may not award damages,interest (except as expressly provided for in this Section) or penalties to anyParty with respect to any matter.  EachSeller and Purchaser shall bear its own legal fees and other costs ofpresenting its case.  DEPI shall bearone-half and Purchaser shall bear one-half of the costs and expenses of theAccounting Arbitrator.  Within ten (10)days after the earlier of (i) the expiration of Purchaser’s sixty (60) dayreview period without delivery of any written report by Purchaser or (ii) thedate on which the Parties or the Accounting Arbitrator finally determine theInterest Purchase Prices, (x) Purchaser shall pay to DEPI on behalf of eachSeller the amount by which the portion of any Interest Purchase Price(s) towhich that Seller is entitled exceeds the portion of the Closing Paymentreceived by that Seller or (y) DEPI on behalf of each Seller shall pay toPurchaser the amount by which the portion of the Closing Payment received bythat Seller exceeds portion of the any Interest Purchase Price(s) to which thatSeller is entitled, as applicable.  Anypost-Closing payment pursuant to this Section 8.4 shall bear interest fromthe Closing Date to the date of payment at the Agreed Rate.

### (c)           Purchaser shall assist Sellersin preparation of the final statement of the Interest Purchase Prices underSection 8.4(b) by furnishing invoices, receipts, reasonable access topersonnel and such other assistance as may be requested by Seller to facilitatesuch process post-Closing.

### (d)           All payments made or to bemade under this Agreement to Sellers shall be made by electronic transfer ofimmediately available funds to DEPI, acting as representative of Sellers, atthe account set forth on Schedule 8.4(d), for the credit of the applicableSellers, or to such other bank and account as may be specified by Sellers inwriting.  All payments made or to be madehereunder to Purchaser shall be by electronic transfer or immediately availablefunds to a bank and account specified by Purchaser in writing to Sellers, forthe credit of Purchaser.

# **ARTICLE 9TAX MATTERS**

## Section 9.1             **Liability for Taxes.**

### (a)           Taxes with Respect toAdditional Assets.  Sellers shall beresponsible for filing any Tax Return (as defined in Section 9.2(a)) withrespect to Taxes attributable to the Additional Assets for a taxable periodending on or prior to the Closing Date, and, except with respect to Sellers’income or franchise Tax Returns, Purchaser shall be responsible for filing any 

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### other Tax Return with respect to the Additional Assets.  Subject to Sections 9.1(e) and 9.1(f),after Closing, DEPI shall be liable for, and shall indemnify and hold harmlessPurchaser and the Companies from and against, all Taxes and Tax Related Costswith respect to the Additional Assets attributable to any taxable period endingon or prior to the Closing Date, including income Taxes arising as a result ofany Seller’s gain on the sale of the Additional Assets as contemplated by thisAgreement.  From and after Closing,Purchaser shall be liable for, and shall indemnify and hold harmless eachSeller and its Affiliates from and against, all such Taxes and Tax RelatedCosts attributable to any taxable period beginning after the Closing Date andshall reimburse Sellers or their Affiliates for any such money paid by Sellersor their Affiliates with respect to such Taxes no later than fifteen (15)calendar days after the Purchaser’s receipt of notice and supporting workpapers from DEPI of Purchaser’s liability therefor.  If a taxable period includes the ClosingDate, any Taxes and Tax Related Costs with respect to the Additional Assetsallocable to the Pre-Closing Period (as defined in Section 9.1(b) anddetermined as described in Section 9.1(d)) shall be the liability of DEPIand any other Taxes and Tax Related Costs with respect to the Additional Assetsshall be the liability of Purchaser.

### (b)           Pre-Closing Taxes ofCompanies.  Subject toSections 9.1(e) and 9.1(f), from and after Closing, DEPI shall be liablefor, and shall indemnify and hold harmless Purchaser and the Companies from andagainst, any Taxes and Tax Related Costs imposed on or incurred by any Companyand attributable to any taxable period ending on or prior to the Closing Date,and the portion, determined as described in Section 9.1(d), of any suchTaxes and Tax Related Costs for any taxable period beginning on or prior to theClosing Date and ending after the Closing Date which is allocable to theportion of such period occurring on or prior to the Closing Date (the “Pre-ClosingPeriod”).

### (c)           Post-Closing Taxes ofCompanies.  From and after Closing,Purchaser shall be liable for, and shall indemnify and hold harmless eachSeller and its Affiliates from and against, any Taxes and Tax Related Costsimposed on or incurred by a Company and attributable to any taxable periodbeginning after the Closing Date, and the portion, determined as described inSection 9.1(d), of any such Taxes and Tax Related Costs for any taxableperiod beginning on or prior to the Closing Date and ending after the ClosingDate which is allocable to the portion of such period occurring after theClosing Date (the “Post-Closing Period”).

### (d)           Straddle Period Taxes.  Whenever it is necessary for purposes of thisAgreement to determine the portion of any Taxes or earnings and profits of orwith respect to any Company for a taxable period beginning on or prior to andending after the Closing Date which is allocable to the Pre-Closing Period orthe Post-Closing Period, the determination shall be made as if each of theCompanies was not a member of its respective Seller’s consolidated, affiliated,combined or unitary group for Tax purposes and, any Taxes allocable to thePre-Closing Period that are based on or related to income, gains or receiptswill be computed (by an interim closing of the books) as if such taxable periodended as of the end of the Closing Date and any other Pre-Closing Period Taxes(except production Taxes and other Taxes measured by units of production, andseverance Taxes) will be prorated based upon the number of days in theapplicable period falling on or before, or after, the Closing Date.  To the extent necessary, a Seller shallestimate Taxes based on the Seller’s liability for Taxes with respect to thesame or similar Tax Item (as defined in Section 9.2(a)) in the immediatelypreceding year.  Notwithstanding anythingto the contrary herein, (i) any franchise Tax paid or payable with 

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### respect toeach Company shall be allocated to the taxable period during which the income,operations, assets or capital comprising the base of such Tax is measured,regardless of whether the right to do business for another taxable period isobtained by the payment of such franchise Tax and (ii) any ad valorem orproperty Taxes paid or payable with respect to the Assets shall be allocated tothe taxable period applicable to the ownership of the Assets regardless of whensuch Taxes are assessed.  Sellers shall,within sixty (60) days after the determination of the Purchase Price underSection 8.4(b), prepare for Purchaser’s review a pro forma Tax Return forany taxable period beginning on or before, but ending after, the Closing Date,that shall include, pursuant to the method described in thisSection 9.1(d), the income Tax liability associated with the Companies forthe period beginning on the first day of such taxable period and ending on theClosing Date.  Such pro forma Tax Returnshall, subject to and in accordance with Section 9.2, be used by Purchaserto prepare a Tax Return for such taxable period.  Tax Related Costs will be allocatedconsistently with the Taxes to which the Tax Related Costs relate.

### (e)           Period After Effective Date.  Notwithstanding anything to the contrary inthis Agreement, in the event Closing occurs after the Effective Date, from andafter Closing, Purchaser shall be liable for, and shall indemnify and holdharmless each Seller and its Affiliates from and against, any Taxes (includingTaxes attributable to the Pre-Closing Period, but excluding production Taxesand other Taxes measured by units of production, and severance Taxes) and TaxRelated Costs that are allocable to the period from but excluding the EffectiveDate to and including the Closing Date, and shall reimburse any such Seller orAffiliate for any such amount paid by it (or paid prior to Closing by anyCompany) no later than fifteen (15) calendar days after the Purchaser’s receiptof notice and supporting work papers from DEPI of Purchaser’s liabilitytherefor; provided, however, that Purchaser shall not beobligated under this Section 9.1(e) for any Taxes attributable to a Seller’sgain on the sale of Interests as contemplated by this Agreement.  The amount of Taxes and Tax Related Costsallocable to the time period described in the previous sentence will bedetermined in a manner similar to and consistent with the determination ofPre-Closing Period Taxes and Tax Related Costs under Section 9.1(d).

### (f)            Production Taxes.  Notwithstanding anything to the contrary inthis Agreement, production Taxes and other Taxes measured by units ofproduction, and severance Taxes, shall not be subject to Section 9.1 andresponsibility therefor and payment thereof shall be exclusively addressed bySections 1.3(xv), 2.3, 2.4 and 8.4.

### (g)           Indemnity Regarding BasisStep-Ups.  Sellers agree toindemnify, defend and hold harmless Purchaser and its Affiliates (includingfollowing Closing, the Companies) from and against any and all Taxes, claims,liabilities, losses, costs, fees, and expenses (i) arising from any breach ofthe representation or warranty set forth in Section 4.5(g) or (ii) resultingfrom the failure of the Purchaser Holdco immediately following the merger ofthe Purchaser Subs into Purchaser Holdco to have a Tax basis that PurchaserHoldco would have obtained if Sellers had elected to effect the transactionpursuant to Section 6.15(e) unless such lower Tax basis arises from any act oromission of Purchaser, Purchaser Holdco, or its Affiliates, including thefailure of Purchaser to cause the Purchaser Subs to timely merge with and intoPurchaser Holdco as contemplated by Section 6.15(d).

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## Section 9.2             **Preparation and Filing of Company Tax Returns.**

### (a)           With respect to each Taxreturn, declaration, report, claim for refund or information return orstatement relating to Taxes, including any schedule or attachment thereto, andincluding any amendment thereof (a “Tax Return”) that is required to befiled for, by or with respect to a Company with respect to a taxable periodending on or before the Closing Date, the Sellers shall cause such Tax Returnto be prepared in accordance with all applicable Laws, shall cause to beincluded in such Tax Return all items of income, gain, loss, deduction andcredit or other items (collectively “Tax Items”) required to be includedtherein and shall cause the Company to timely file (assuming it has authorityto do so) such Tax Return with the appropriate Governmental Authority and shall(subject to any right of indemnification under Section 9.1) timely pay theamount of Taxes shown to be due on such Tax Return.

### (b)           With respect to each TaxReturn that is required to be filed for, by or with respect to a Company withrespect to a taxable period beginning on or before and ending after the ClosingDate, Purchaser shall cause such Tax Return to be prepared, shall cause to beincluded in such Tax Return all Tax Items required to be included therein, andshall cause each Company to file timely such Tax Return with the appropriateGovernmental Authority and shall (subject to any right of indemnification underSection 9.1) pay timely the amount of Taxes shown to be due on such TaxReturn.

### (c)           Except with respect to afederal income Tax Return, any Tax Return to be prepared pursuant to theprovisions of this Article 9 shall be prepared in a manner consistent withpractices followed in prior years with respect to similar Tax Returns, exceptfor changes required by changes in Law, subject to the return preparer’sethical and legal obligations under applicable Laws.

### (d)           If either (i) DEPI orPurchaser may be liable for any material portion of the Tax payable inconnection with any Tax Return to be filed or caused to be filed by the otherafter Closing (or, in the case of Purchaser, by any Seller) (or any Tax Itemreported on such Tax Return is likely to materially affect the Tax liability ofsuch Party) or (ii) in any case with respect to any taxable periodbeginning on or before but ending after the Closing Date, the Party responsibleunder this Agreement for filing such return or causing such return to be filed(the “Tax Return Preparer”) shall prepare and deliver to the other Party(the “Tax Payor”) a copy of such return and any schedules, work papersand other documentation then available that are relevant to the preparation ofthe portion of such return for which the Tax Payor is or may be liable underthis Agreement not later than forty-five (45) days before the date on which theTax Return is due to be filed (taking into account any valid extensions) (the “DueDate”).  The Tax Return Preparershall not file such return or cause such return to be filed until the earlierof either the receipt of written notice from the Tax Payor indicating the TaxPayor’s consent thereto, or the Due Date. The Tax Payor shall have the option of providing to the Tax ReturnPreparer, at any time at least fifteen (15) days prior to the Due Date, writteninstructions as to how the Tax Payor wants any, or all, of the items for whichit may be liable (or any item that is likely to affect the Tax liability ofsuch party) reflected on such Tax Return. The Tax Return Preparer shall, in preparing such return, but subject toSection 9.2(c), cause the items for which the Tax Payor is liable underthis Agreement to be reflected in accordance with the Tax Payor’s instructionsif a partner of a nationally recognized law firm retained by the Tax Payor willopine that complying 

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### with the TaxPayor’s instructions would more likely than not comply with applicableprovisions of the Code or state, local or foreign Law and, in the absence ofhaving received such instructions, in accordance with Section 9.2(c).

## Section 9.3             **Allocation Arrangements.**  Effective as of the Closing, any taxindemnity, sharing, allocation or similar agreement or arrangement (a “TaxSharing Agreement”) that may be in effect prior to the Closing Date between oramong, a Company, on the one hand, and its Seller or any of its Affiliates(other than the Companies), on the other hand, shall be extinguished in full asthe Tax Sharing Agreement relates to such Company, and any liabilities orrights existing under any such agreement or arrangement by or with respect to aCompany shall cease to exist and shall no longer be enforceable.  The Companies shall not have any obligationunder any Tax Sharing Agreement with respect to Taxes attributable to theperiod after the Effective Date.

## Section 9.4             **Access to Information.**

### (a)           From and after Closing, eachSeller shall grant to Purchaser (or its designees) access at all reasonabletimes to all of the information, books and records relating to a Company withinthe possession of the Seller (including without limitation work papers andcorrespondence with taxing authorities, but excluding work product of andattorney-client communications with any of Sellers’ legal counsel and personnelfiles), and shall afford Purchaser (or its designees) the right (at Purchaser’sexpense) to take extracts therefrom and to make copies thereof, to the extentreasonably necessary to permit Purchaser (or its designees) to prepare TaxReturns, to conduct negotiations with Tax authorities, and to implement theprovisions of, or to investigate or defend any claims between the Partiesarising under, this Agreement.

### (b)           From and after Closing,Purchaser shall grant to Sellers (or Sellers’ designees) access at allreasonable times to all of the information, books and records relating to theCompanies within the possession of Purchaser or the Companies (includingwithout limitation work papers and correspondence with taxing authorities, butexcluding work product of and attorney-client communications with any of Purchaser’slegal counsel and personnel files), and shall afford Sellers (or Sellers’designees) the right (at Sellers’ expense) to take extracts therefrom and tomake copies thereof, to the extent reasonably necessary to permit Sellers (orSellers’ designees) to prepare Tax Returns, to conduct negotiations with Taxauthorities, and to implement the provisions of, or to investigate or defendany claims between the Parties arising under, this Agreement.

### (c)           Each of the Parties heretowill preserve and retain all schedules, work papers and other documents withinthe Party’s possession relating to any Tax Returns of or with respect to Taxesof the Companies or to any claims, audits or other proceedings affecting theCompanies until the expiration of the statute of limitations (includingextensions) applicable to the taxable period to which such documents relate oruntil the final determination of any controversy with respect to such taxableperiod, and until the final determination of any payments that may be requiredwith respect to such taxable period under this Agreement.

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### (d)           At either Purchaser’s orSellers’ request, the other Party shall provide reasonable access to Purchaser’sor Sellers’, as the case may be, and their respective Affiliates’ (includingthe Companies’) personnel who have knowledge of the information described inthis Section 9.4.

## Section 9.5             **Contest Provisions.**

### (a)           From and after Closing, eachof Purchaser, on the one hand, and Sellers, on the other hand (the “TaxIndemnified Person”), shall notify the chief tax officer (or otherappropriate person) of DEPI or Purchaser, as the case may be (the “TaxIndemnifying Person”), in writing within fifteen (15) days of receipt bythe Tax Indemnified Person of written notice of any pending or threatened audits,adjustments, claims, examinations, assessments or other proceedings (a “TaxAudit”) which are likely to affect the liability for Taxes of such otherparty.  If the Tax Indemnified Personfails to give such timely notice to the other party, it shall not be entitledto indemnification for any Taxes arising in connection with such Tax Audit ifsuch failure to give notice materially adversely affects the other party’sright to participate in the Tax Audit.

### (b)           If such Tax Audit relates toany taxable period, or portion thereof, ending on or before the Closing Date orfor any Taxes for which only DEPI would be liable to indemnify Purchaser underthis Agreement, DEPI shall have the option, at its expense, to control thedefense and settlement of such Tax Audit. If DEPI does not elect to control the defense and settlement of such TaxAudit, Purchaser may, at Purchaser’s expense, control the defense andsettlement of such Tax Audit, provided that DEPI shall pay any Tax for which itis otherwise liable under this Article 9. If such Tax Audit relates solely to any taxable period, or portionthereof, beginning after the Closing Date or for any Taxes for which onlyPurchaser would be liable under this Agreement, Purchaser shall, at itsexpense, control the defense and settlement of such Tax Audit to the extentthat such Tax Audit relates to Tax Items for which Purchaser is liable toindemnify DEPI under Section 9.1.

### (c)           If such Tax Audit relates toTaxes for which both DEPI and Purchaser could be liable under this Agreement,to the extent practicable, such Tax Items will be distinguished and each Partywill have the option to control the defense and settlement of those Taxes forwhich it is so liable.  If such Tax Auditrelates to a taxable period, or portion thereof, beginning on or before andending after the Closing Date and any Tax Item cannot be identified as being aliability of only one party or cannot be separated from a Tax Item for whichthe other party is liable, DEPI, at its expense, shall have the option tocontrol the defense and settlement of the Tax Audit, provided that such partydefends the items as reported on the relevant Tax Return and provided furtherthat no such matter shall be settled without the written consent of bothparties, not to be unreasonably withheld. If DEPI does not elect to control the defense and settlement of such TaxAudit, Purchaser may, at Purchaser’s expense, control the defense andsettlement of such Tax Audit, provided that DEPI shall pay any Tax for which itis otherwise liable under this Article 9.

### (d)           Any Party whose liability forTaxes may be affected by a Tax Audit shall be entitled to participate at itsexpense in such defense and to employ counsel of its choice at its expense andshall have the right to consent to any settlement of such Tax Audit (not to be 

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### unreasonablywithheld) to the extent that such settlement would have an adverse effect withrespect to a period for which that party is liable for Taxes, under thisAgreement or otherwise.

## Section 9.6             **Post-Closing Actions Which Affect Seller’s TaxLiability.**

### (a)           Except with respect to federalincome Taxes, Purchaser shall not and shall not permit its Affiliates,including the Companies, to take any action on or after the Closing Date whichcould reasonably be expected to materially increase any Seller’s liability forTaxes (including any liability of DEPI to indemnify Purchaser for Taxes underthis Agreement).

### (b)           Except to the extent requiredby applicable Laws, Purchaser shall not and shall not permit its Affiliates,including the Companies, to amend any Tax Return with respect to a taxableperiod for which DEPI may be liable to indemnify Purchaser for Taxes underSection 9.1.

## Section 9.7             **Refunds.**

### (a)           Purchaser agrees to pay toDEPI any refund received (whether by payment, credit, offset or otherwise, andtogether with any interest thereon) after the Closing by Purchaser or itsAffiliates, including the Companies, net of any Taxes imposed thereon, inrespect of any Taxes for which DEPI is liable or required to indemnifyPurchaser under Section 9.1. Purchaser shall cooperate with DEPI and DEPI’s Affiliates at DEPI’sexpense in order to take all necessary steps to claim any such refund.  Any such refund received by Purchaser or itsAffiliates or the Companies shall be paid to DEPI, net of any Taxes imposedthereon, within thirty (30) days after such refund is received.  Purchaser agrees to notify DEPI within ten(10) days following the discovery of a right to claim any such refund if suchrefund is material and upon receipt of any such refund.  Purchaser agrees to claim any such refund assoon as possible after the discovery of a right to claim a refund and tofurnish to DEPI all information, records and assistance necessary to verify theamount of the refund or overpayment.

### (b)           Purchaser shall not make, andshall cause the Companies not to file, any carryback claims with respect to anyTax Item of such Company arising in any taxable period beginning after theClosing Date with respect to a period prior to the Closing Date.

## Section 9.8             **Conflict.**  In the event of a conflict between theprovisions of this Article 9 and any other provision of this Agreement,except Section 13.3 hereof, this Article 9 shall control.

## Section 9.9             **Conversion.**

### (a)           Each Seller agrees that it will cause any Company treatedas a C corporation for federal income tax purposes to be converted into aDelaware or Texas limited liability company (the “Conversions”), suchConversions to be effective not later than the close of business the day beforethe Closing.  The form of documents toeffect the Conversions and the choice of Delaware or Texas shall be provided byPurchaser and shall be reasonably acceptable to Sellers.  Upon the occurrence of the Conversions, allreferences in this Agreement to any Company shall mean the Company after theConversions and the Parties shall enter into any 

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### amendment of this Agreement necessary toreflect the resulting changes in references to the legal status of the Companyafter the Conversions.

### (b)           Purchaser shall indemnify, defend and hold harmless eachSeller and its Affiliates from and against any and all claims, liabilities,losses, costs and expenses, including Taxes in excess of those that would havebeen incurred if the Sellers and Purchaser had engaged in a sale of the Sharesand an election under Section 338(h)(10) of the Code was effected(determined as if each state respected the hypothetical 338(h)(10) election)and administrative fees, incurred or suffered by Seller caused by or arisingout of or resulting from the Conversions, whether incurred or suffered beforeor after the Closing Date.

## Section 9.10           **Section 754Election****.**  Each Seller shallobtain any consents required to facilitate the elections under Section 754of the Code described in Section 4.5(g).

# **ARTICLE 10U.S. EMPLOYMENT MATTERS**

## Section 10.1           **Employees.**  “AvailableEmployees” shall mean all those individuals other than Excluded Employees(i) who, as of the Closing Date are (x) employed by DEPI, DOTEPI orthe Companies who are rendering services primarily with respect to the Assetsor (y) employed by Dominion Resources Services, Inc. but who are renderingservices primarily with respect to the Assets or (z) individuals who, asof the Closing Date, are employed pursuant to the college recruiting program ofthe Companies or their Affiliates primarily with respect to the Assets, and(ii) who are not U.S. Temporary Employees. Seller shall provide Purchaser and its Affiliates not later than thirty(30) days after the execution of this Agreement a list of the AvailableEmployees to whom Purchaser and its Affiliates must offer employment orcontinued employment in accordance with Section 10.2, and the employees onthe list shall be the same as those on the list entitled “Census Data MidContfor Bidders as of 6-8-07” and provided to the Purchaser on June 21, 2007, withchanges due only to hirings, terminations and resignations in the ordinarycourse, consistent with customary employment practices of DEPI or DominionResources Services, Inc., as applicable. In no event shall the number of employees on the list exceed two hundredand two (202) unless Purchaser approves a higher number in writing.  Each Available Employee who accepts an offerof employment or continued employment with Purchaser or its Affiliates as ofthe Closing Date shall be a “Company Onshore Employee.”  From the date hereof through a date eighteen(18) months from the Closing Date, neither Purchaser nor any of its Affiliateswill, directly or indirectly, solicit or offer employment to any other employeeof any of Sellers or their Affiliates without the prior written consent ofDEPI.  A general solicitation ofemployment through any advertising medium in the ordinary course of business byPurchaser or its Affiliates is permitted, but employees of Seller or itsAffiliates may not be employed by Purchaser or its Affiliates without consentof DEPI.  Individuals who are otherwiseAvailable Employees but who on the Closing Date are not actively at work due toa leave of absence covered by the Family and Medical Leave Act of 1993, or dueto any other authorized leave of absence, shall nevertheless be treated asCompany Onshore Employees provided that they accept an offer of employment orcontinued employment with Purchaser or its Affiliates as of the Closing Date;provided, however, that an individual shall not be considered a Company OnshoreEmployee if such individual as of the Closing Date is receiving benefits underthe Dominion Resources, Inc. 

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## Long-TermDisability Plan or has otherwise been on a leave of absence for more than 180days and has no legally mandated right to return to Company employment.

## Section 10.2           **Continued Employment.**

### (a)           Purchaser and its Affiliatesagree to employ or continue the employment of Company Onshore Employees for aperiod of at least twelve (12) months following the Closing Date (i) at levelsof total compensation (base pay and payroll practices within the meaning ofDepartment of Labor Regulation Section 2510.3-1(b)) and benefits,including the amounts provided under Section 10.11, that are comparable,in the aggregate, to the levels of total compensation (base pay and payrollpractices) and benefits provided by the Companies or their Affiliates toAvailable Employees under the plans and programs on Schedule 4.2(i)(i) ineffect as of the Closing Date and (ii) at a work location no more than fifty(50) miles from the individual’s work location as of the Closing Date.  In determining comparability for the twelve(12) month period following the Closing, in no event will the base pay andannual incentive bonus opportunity for each such employee be less than his orher base pay and annual incentive bonus opportunity with Seller as of theClosing Date.  In determiningcomparability, any long term incentive opportunity, retention plans orretention programs, Six Sigma and Spot Cash Programs listed on Part II ofSchedule 4.2(i)(i), Equity Based Programs listed on Part III ofSchedule 4.2(i)(i) and amounts paid or payable as retention pursuant tothe Transition Plan listed on Part IV of Schedule 4.2(i)(i) or from theSuccess Pool listed on Part V of Schedule 4.2(i)(i) shall be excluded.

### (b)           Purchaser and its Affiliatesmay offer to employ or continue the employment of any Excluded Employeeeffective as of the Closing Date; provided, however, that anyoffer to an Excluded Employee must include terms and conditions that are equalto or greater than those specified on Schedule 10.2(c)(ii) for ManagingDirectors, Schedule 10.2(c)(iii) for Key Employees orSchedule 10.2(d) for Executives, as appropriate for such Excluded Employee’sposition. Any such Excluded Employee who accepts such offer and becomes anemployee of Purchaser or its Affiliates shall be a Company Onshore Employee,and Purchaser or its Affiliates will assume responsibility for, and provide noless than the protections specified on, Schedule 10.2(c)(ii) for any suchManaging Director, Schedule 10.2(c)(iii) for any such Key Employee andSchedule 10.2(d) for any such Executive.

### (c)           If the employment of anyCompany Onshore Employee is terminated, other than for cause or any CompanyOnshore Employee resigns by reason of the relocation, without his or herconsent, of his or her work location more than fifty (50) miles from theindividual’s work location as of the Closing Date, in either case within twelve(12) months of the Closing Date, Purchaser and its Affiliates shall provide, orcause to be provided, to such Company Onshore Employee whichever of thefollowing results in the greater value to such Company Onshore Employee:  (i) salary continuation and healthbenefits until the end of the twelve (12) month period following the ClosingDate, or (ii) severance benefits which are comparable, in the aggregate,to the severance benefits set out on Schedule 10.2(c)(i) and which, withrespect to salary continuation, health benefits, outplacement services andannual incentive plan payment are no less than the benefits set out onSchedule 10.2(c)(i).

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### (d)           If an Available Employee(other than a Company Onshore Employee who becomes an employee of Purchaser orone of its Affiliates on the Closing Date pursuant to an offer of employmentthat complies with Section 10.2(a)) receives cash severance or otherseverance related compensation or benefits from Sellers or their Affiliates butis subsequently employed by Purchaser or its Affiliates within twelve (12)months of the Closing Date, then Purchaser or its Affiliates shall pay promptlyto Sellers an amount equal to the aggregate of the cash severance and otherseverance related compensation and benefits provided by Sellers and theirAffiliates to such employee in connection with the termination of such employee’semployment with Sellers and their Affiliates. If an Executive, Key Employee or Managing Director is employed byPurchaser or its Affiliates within twenty-four (24) months of the Closing Date,then Purchaser or its Affiliates shall pay promptly to Sellers an amount equalto the aggregate of the cash severance and other severance related compensationand benefits provided to such Executive, Key Employee or Managing Director bySellers or their Affiliates, if any, in connection with the termination of suchExecutive’s, Key Employee’s or Managing Director’s employment withSellers.  Except as otherwise provided inSection 10.2(c) or this Section 10.2(d), Purchaser and its Affiliatesshall have no liability under this Agreement for severance with respect to anAvailable Employee who declines an offer of employment from either Purchaser orits Affiliates that complies with the applicable provisions ofSection 10.2(a) or an Executive, Key Employee or Managing Director whodeclines an offer of employment from either Purchaser or its Affiliates thatcomplies with the applicable provisions of Section 10.2(b) or who is nothired by Purchaser or its Affiliates within 24 months following the Closing.

## Section 10.3           **Plan Participation.** Effective as of the day after the Closing Date, the Companies shallcease to be participating employers in all Employee Plans sponsored by Sellersor any of their ERISA Affiliates for Company Onshore Employees (“Company’s U.S.Benefit Plans”), all Company Onshore Employees shall cease to accrue additionalbenefits for any periods after the Closing Date, Company Onshore Employeesshall be entitled to such benefits, if any, from Company’s U.S. Benefit Plansprovided to similarly situated employees employed by an entity ceasing to be anERISA Affiliate of Sellers (including continued benefits under flexiblespending arrangements if applicable continuation coverage is elected) and Sellersshall, if applicable, provide all Company Onshore Employees with appropriatenotice of such cessation of participation and accruals in accordance withSection 204(h) of ERISA and Code Section 4980F (and the relatedregulations), at least forty-five (45) days in advance of the ClosingDate.  Except as is set forth in thisSection 10.3, Section 10.2(b), Section 10.2(c),Section 10.2(d), Section 10.4, Section 10.6 andSection 10.9, after the Closing Date, neither Purchaser and its Affiliatesnor the Companies shall have any liability with respect to any Company U.S.Benefit Plan.

## Section 10.4           **Participation in Purchaser Plans.**  As of the day after the Closing Date, allCompany Onshore Employees shall, if applicable, be eligible to participate inand, if elected, shall commence participation in the employee benefit plans(within the meaning of Section 3(3) of ERISA), programs, policies,contracts, fringe benefits, or arrangements (whether written or unwritten) ofPurchaser or its Affiliates covering similarly situated employees primarilyengaged with respect to operations in the United States (collectively, “PurchaserU.S. Employee Plans”).  Purchaser and itsAffiliates shall, to the extent permissible under any Purchaser U.S. EmployeePlan (provided that Purchaser and its Affiliates shall use reasonable effortsto remove any 

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## restrictionsincluding restrictions in any insurance policy), waive all limitations as topre-existing condition exclusions and waiting periods with respect to suchCompany Onshore Employees and their spouses and dependents, if applicable,under the Purchaser U.S. Employee Plans other than, but only to the extent of,limitations or waiting periods that were in effect with respect to suchemployees under the Company’s U.S. Benefit Plans that have not been satisfiedas of the Closing Date.  Purchaser andits Affiliates shall, to the extent permissible under any Purchaser U.S.Employee Plan (provided that Purchaser and its Affiliates shall use reasonableefforts to remove any restrictions under any Purchaser U.S. Employee Plan orrelated insurance policy), provide each such Company Onshore Employee withcredit for any year-to-date co-payments and deductibles paid as of the ClosingDate in satisfying any deductible or out-of-pocket requirements under thePurchaser U.S. Employee Plans.

## Section 10.5           **Service Credit.** Purchaser and its Affiliates shall cause to be provided to each CompanyOnshore Employee credit for prior service with Sellers or their Affiliates forall purposes (including vesting, eligibility, benefit accrual and/or level ofbenefits) in all Purchaser U.S. Employee Plans, including fringe benefit plans,vacation and sick leave policies, severance plans or policies, and matchingcontributions under defined contribution plans, other than for benefit accrualsunder defined benefit pension plans subject to Title IV of ERISA orSection 412 of the Code and retiree medical plans maintained or providedby Purchaser or its wholly-owned subsidiaries or Affiliates in which suchCompany Onshore Employees are eligible to participate after the ClosingDate.  Under Purchaser’s vacation plan,each Company Onshore Employee initially shall be entitled to vacation at leastequal to the vacation such Company Onshore Employee was entitled to underSeller’s vacation plan.

## Section 10.6           **Vacation and Leave.** Purchaser and its Affiliates shall provide each Company Onshore Employeecredit for all of the Company Onshore Employee’s earned but unused vacation andsick leave and other time-off as of the Closing Date as determined underSellers’ time-off policies.

## Section 10.7           **Defined Contribution Plan.** To the extent allowable by law, Purchaser and its Affiliates shall takeany and all necessary action to cause the trustee of a tax qualified definedcontribution plan of Purchaser or one of its Affiliates, if requested to do soby a Company Onshore Employee, to accept a direct “rollover” of all or aportion of such employee’s distribution from Sellers’ tax qualified definedcontribution plan (including plan loans from pre-tax contributions, butexcluding securities and amounts attributable to after-tax contributions);provided, however, that plan loans may only be rolled over to Purchaser’s taxqualified defined contribution plan in accordance with and pursuant to the proceduresestablished by Purchaser and the third party record keeper for such plan.

## Section 10.8           **Vesting.**  As of theClosing Date, Sellers shall take all necessary action to cause the taxqualified defined contribution and defined benefit pension plans maintained bythe Sellers to fully vest the Company Onshore Employees in their accountbalances and/or accrued benefits under such plans.

## Section 10.9           **Welfare Benefit Plans; Workers’ Compensation; Other Benefits.**  With respect to each Company Onshore Employee(including any beneficiary or the dependent thereof), the Sellers shall retainall liabilities and obligations arising under any Seller welfare 

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## benefit plansand workers’ compensation benefits to the extent that such liability orobligation relates to claims incurred (whether or not reported or paid) on orprior to the Closing Date.  For purposesof this Section 10.9, a claim shall be deemed to be incurred when(i) with respect to medical, dental, health related benefits, accident anddisability (but not including workers’ compensation benefits and wagecontinuation/replacement type benefits), the medical, dental, health related,accident or disability services with respect to such claim are performed,(ii) with respect to life insurance, when the death occurs and(iii) with respect to workers’ compensation benefits when the injury orcondition giving rise to the claim occurs on or prior to the Closing Date.  Subject to Section 10.2, with respect toeach Company Onshore Employee receiving workers’ compensation benefits, forpurposes of this Section 10.9, the Seller or Affiliate employing suchCompany Onshore Employee shall be responsible for claims incurred on or priorto the Closing Date, including payments made after the Closing Date for suchclaims.  Subject to Section 10.2,with respect to each Company Onshore Employee receiving wagecontinuation/replacement benefits for sickness/disability, for purposes of thisSection 10.9, the Seller or Affiliate employing such Company OnshoreEmployee shall be responsible for any payments due on or prior to the ClosingDate and Purchaser and its Affiliates shall be responsible for any payments dueafter the Closing Date.  Effective as ofthe Closing Date, the Seller or Affiliate employing such Company OnshoreEmployee shall be responsible for providing coverage under the ConsolidatedOmnibus Budget Reconciliation Act (“COBRA”) to any Company Onshore Employee,his or her spouse or dependent person as to whom a “qualifying event” asdefined in Section 4890B of the Code has occurred on or prior to theClosing Date.  Purchaser and itsAffiliates shall be responsible for providing COBRA coverage to any CompanyOnshore Employee, his or her spouse or dependent person as to whom a “qualifyingevent” occurs after the Closing Date. Purchaser and its Affiliates agree to assume responsibility for paymentsand benefits provided by or committed to by Sellers or their Affiliates toCompany Onshore Employees with respect to (i) relocation costs andreimbursements, (ii) appliance loans, (iii) educational assistance,(iv) computer loans and (v) adoption assistance programs, except thatPurchaser and its Affiliates undertake no obligation to continue any of theseprograms.

## Section 10.10         **WARN Act.**  Purchaserand its Affiliates shall be solely responsible for providing all noticesrequired under the Worker Adjustment and Retraining Notification Act, 29 U.S.C.§2109 et seq. or the regulations promulgated thereunder (the “WARN Act”) andfor taking all remedial measures, including, without limitation, the payment ofall amounts, penalties, liabilities, costs and expenses if such notices are notprovided, for a plant closing or mass layoffs with respect to terminating theemployment of Company Onshore Employees after the Closing Date.

## Section 10.11         **Postretirement Benefits.** Sellers shall retain any and all liabilities,assets and obligations which relate to service of any Available Employee up toand including the Closing Date and arise under any Employee Plans that providefor postretirement benefits for periods of service up to and including theClosing Date with respect to any Available Employee employed by any Seller orits Affiliates that are (i) defined benefit pension plans subject to TitleIV of ERISA or Section 412 of the Code, (ii) defined contributionplans as defined in Section 3(34) of ERISA, or (iii) which relate toother post-employment benefits for all current retirees of DEPI, DOTEPI, theCompanies and Dominion Resource Services, Inc. as of the Closing Date.  Sellers shall retain any and all liabilities,assets and obligations which relate to any and all employee benefit planswithin the meaning of Section 3(3) of ERISA that Sellers or 

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## any of theirERISA Affiliates have sponsored, maintained or contributed to, or to which anyof them have an obligation to contribute, on behalf of any of their employeesother than the Company Onshore Employees. Neither the Purchaser nor its Affiliates currently sponsor a qualifieddefined benefit pension plan, retiree medical plan or retiree life insuranceplan, nor do they intend to implement such plans following the ClosingDate.  Therefor, in lieu of suchbenefits, Purchaser will pay, or will cause its Affiliates to pay, to eachCompany Onshore Employee employed by Purchaser or its Affiliates as of theClosing Date a special one time cash bonus that equals the sum of A plus B,where: “A” is the product of 12.4% multiplied by the respective Company OnshoreEmployee’s annual base salary as of the Closing Date, and “B” is the amountnecessary to pay the federal, state, and local income and withholding Taxes onthe amount determined in A and B (at the time payable and based on reasonableassumptions regarding the Company Onshore Employee’s tax rates), with theintent that the after-tax amount received by each Company Onshore Employee fromPurchaser or its Affiliates when paid shall be the amount calculated in A (the “SpecialBonus”).  One-half of the Special Bonuswill be paid within thirty (30) days of the Closing Date and the remainder paidon the earlier of the first anniversary of the Closing Date or the terminationof such Company Onshore Employee by Purchaser or its Affiliate withoutcause.  If the Company Onshore Employeeis terminated for cause or the Company Onshore Employee terminates his/her employmentprior to the first anniversary of the Closing Date, then he/she shall forfeitall rights to any remainder of the Special Bonus.

## Section 10.12         **Annual Incentive Plan.** Sellers shall pay, or shall cause the Companies, as applicable, to payto each Company Onshore Employee as part of such individual’s final pay fromSellers and their Affiliates a prorated incentive amount in accordance with theSellers’ Annual Incentive Plan.

## Section 10.13         **Immigration Matters.** Purchaser and its Affiliates shall employ individuals with H-1Bimmigration status under terms and conditions such that (i) Purchaser orits Affiliates qualify as a “successor employer” under applicable United Statesimmigration laws and (ii) ”green card portability” applies to suchemployees in respect of the transactions contemplated by this Agreement.  Seller shall retain all immigration relatedliabilities and responsibilities with respect to such individuals arising fromacts or omissions which occur on or prior to the Closing Date.

# **ARTICLE 11TERMINATION AND AMENDMENT**

## Section 11.1           **Termination.** This Agreement may be terminated at any timeprior to Closing: (i) by the mutual prior written consent of Sellers andPurchaser; or (ii) by either Sellers or Purchaser, by written notice, ifClosing has not occurred on or before November 1, 2007; provided, however,that no Party shall be entitled to terminate this Agreement underSection 11.1(ii) if the Closing has failed to occur because such Partynegligently or willfully failed to perform or observe in any material respectits covenants and agreements hereunder.

## Section 11.2           **Effect of Termination.**  If this Agreement is terminated pursuant toSection 11.1, this Agreement shall become void and of no further force oreffect (except for the 

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## provisions of Sections 1.2, 4.12, 5.10, 6.3, 6.6, 6.20(e), 9.9(b),11.1, 11.2, 13.1, 13.2, 13.4, 13.8, 13.9, 13.15, 13.16, 13.17, 13.18 and 13.19and of the Confidentiality Agreement, all of which shall continue in full forceand effect).  Notwithstanding anything tothe contrary in this Agreement, the termination of this Agreement underSection 11.1 shall not relieve any Party from liability (includingliability for consequential damages) for any willful or negligent failure toperform or observe in any material respect any of its agreements or covenantscontained herein that are to be performed or observed at or prior toClosing.  In the event this Agreementterminates under Section 11.1(ii) and any Party has willfully or negligentlyfailed to perform or observe in any material respect any of its agreements orcovenants contained herein which are to be performed or observed at or prior toClosing, then the other Party shall be entitled to all remedies available atlaw or in equity and shall be entitled to recover court costs and attorneys’fees in addition to any other relief to which such Party may be entitled.

# **ARTICLE 12INDEMNIFICATION; LIMITATIONS**

## Section 12.1           **Assumption.**  Without limiting Purchaser’s rights toindemnity under this Article 12, on the Closing Date, Purchaser shallassume and hereby agrees to timely fulfill, perform, pay and discharge (orcause to be timely fulfilled, performed, paid or discharged) all of theobligations and liabilities of Sellers and their Affiliates, known or unknown,with respect to the Interests, regardless of whether such obligations orliabilities arose prior to or after the Closing Date, including but not limitedto, obligations to furnish makeup gas according to the terms of applicable gassales, gathering or transportation Contracts, production balancing obligations,obligations to pay working interests, royalties, overriding royalties and otherinterests held in suspense, obligations to plug wells and dismantle structures,and to restore and/or remediate the Assets, ground water, surface water, soilor seabed in accordance with applicable agreements and Laws, including anyobligations to assess, remediate, remove and dispose of NORM, asbestos,mercury, drilling fluids and chemicals, and produced waters and hydrocarbons,other environmental liabilities with respect to the E&P Business,obligations with respect to the actions, suits and proceedings identified asitems 1 through 4, 6 through 9, and 13 (inclusive) on Schedule 4.4 (andany other actions, suits or proceedings arising out of the same facts orcircumstances), regardless of the properties or assets to which such actions,suits or proceedings relate (except as provided in clause (b) below), andcontinuing obligations under any agreements pursuant to which the Sellers or theirAffiliates (including without limitation the Companies) purchased Assets priorto the Closing or pursuant to which Sellers or their Affiliates (includingwithout limitation the Companies) sold assets from the Midcontinent Area priorto the Closing (all of said obligations and liabilities, subject to theexclusions of the proviso below, herein being referred to as the “AssumedSeller Obligations”); provided, however, that Purchaser does not assume anyobligations or liabilities to the extent that they are (collectively, the “RetainedSeller Obligations”):

### (a)           attributable to or arise outof the Excluded Assets;

### (b)           directly attributable tointerests held or formerly held by DEPI, DOTEPI or any of the Companies outsideof the Midcontinent Area;

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### (c)           required to be borne bySellers under Section 2.3 or Section 2.4(c);

### (d)           attributable to or arise outof any futures, options, swaps or other derivatives in place prior to Closing;

### (e)           Tax obligations retained bySellers pursuant to Article 9;

### (f)            obligations retained bySellers under Article 10; or

### (g)           obligations owed by any Selleror its Affiliates to a third Person claimant in the actions, suits andproceedings identified as items 5, 10 through 12 (inclusive) and 14 ofSchedule 4.4, regardless of the Assets to which such actions, suits orproceedings relate.

## Section 12.2           **Indemnification.**

### (a)           From and after Closing,Purchaser shall indemnify, defend and hold harmless Sellers and their currentand former Affiliates (other than the Companies) and their respective officers,directors, employees and agents (“Seller Group”) from and against allDamages incurred or suffered by Seller Group:

#### (i)            caused by or arising out of orresulting from the Assumed Seller Obligations,

#### (ii)           caused by or arising out of orresulting from the ownership, use or operation of the Assets, whether before orafter the Closing Date,

#### (iii)          caused by or arising out of orresulting from Purchaser’s breach of any of Purchaser’s covenants or agreementscontained in Article 6, or

#### (iv)          caused by or arising out of orresulting from any breach of any representation or warranty made by Purchasercontained in Article 5 of this Agreement or in the certificate deliveredat Closing pursuant to Section 8.3(d),

**even if such Damages are causedin whole or in part by the negligence (whether sole, joint or concurrent),strict liability or other legal fault of any Indemnified Person**,but excepting in each case Damages against which DEPI would be required toindemnify Purchaser under Section 12.2(b) at the time the claim notice ispresented by Purchaser.

### (b)           From and after Closing, DEPIshall indemnify, defend and hold harmless Purchaser, its current and formerAffiliates and its and their respective officers, directors, employees andagents (“Purchaser Group”) against and from all Damages incurred orsuffered by Purchaser Group:

#### (i)            caused by or arising out of orresulting from Sellers’ breach of any of Sellers’ covenants or agreementscontained in Article 6,

#### (ii)           caused by or arising out of orresulting from any breach of any representation or warranty made by DEPIcontained in Article 4 of this Agreement, or in the certificates deliveredat Closing pursuant to Section 8.2(j); or

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#### (iii)          caused by, arising out of or resultingfrom the Retained Seller Obligations.

**even if such Damages are causedin whole or in part by the negligence (whether sole, joint or concurrent),strict liability or other legal fault of any Indemnified Person.**

### (c)           Notwithstandinganything to the contrary contained in this Agreement, from and after Closing,Sellers’ and Purchaser’s exclusive remedy against each other with respect tobreaches of the representations, warranties, covenants and agreements of theParties contained in Articles 4, 5 and 6 (excluding Section 6.6,which shall be separately enforceable by Sellers pursuant to whatever rightsand remedies are available to it outside of this Article 12) and theaffirmations of such representations, warranties, covenants and agreementscontained in the certificates delivered by each Party at Closing pursuant toSections 8.2(j) or 8.3(d), as applicable, is set forth in thisSection 12.2.  Except for theremedies contained in this Section 12.2 and Section 11.2, and anyother remedies available to the Parties at law or in equity for breaches ofprovisions of this Agreement other than Articles 4, 5 and 6 (excludingSection 6.6), Sellers and Purchaser each release, remise and foreverdischarge the other and their or its Affiliates and all such Persons’stockholders, officers, directors, employees, agents, advisors andrepresentatives from any and all suits, legal or administrative proceedings,claims, demands, damages, losses, costs, liabilities, interest, or causes ofaction whatsoever, in law or in equity, known or unknown, which such Partiesmight now or subsequently may have, based on, relating to or arising out ofthis Agreement or any Seller’s, Company’s ownership, use or operation of theAssets, or the condition, quality, status or nature of the Assets, includingrights to contribution under the Comprehensive Environmental Response,Compensation and Liability Act of 1980, as amended, breaches of statutory andimplied warranties, nuisance or other tort actions, rights to punitive damages,common law rights of contribution, any rights under insurance policies issuedor underwritten by the other Party or Parties or any of its or their Affiliatesand any rights under agreements between the Companies and the Sellers or anyother Affiliate of the Companies, **even ifcaused in whole or in part by the negligence (whether sole, joint orconcurrent), strict liability or other legal fault of any released Person**,but excluding, however, any remaining balance owed by DEPI, DOTEPI or anyCompany to any other Affiliate at the end of the Closing Date for provision ofgoods or services, or employment-related costs, or other ordinary course ofbusiness expenses, with respect to the ownership or operation of the Assets orthe Companies.  Without limiting thegenerality of the preceding sentence, Purchaser agrees that from and afterClosing its only remedy with respect to any Seller’s breach of its covenantsand agreements in Article 6 shall be the indemnity of DEPI inSection 12.2(b), as limited by the terms of this Article 12.

### (d)           “Damages,”for purposes of this Article 12, shall mean the amount of any actualliability, loss, cost, expense, claim, award or judgment incurred or sufferedby any Indemnified Person arising out of or resulting from the indemnifiedmatter, whether attributable to personal injury or death, property damage,contract claims, torts or otherwise, including reasonable fees and expenses ofattorneys, consultants, accountants or other agents and experts reasonablyincident to matters indemnified against, and the costs of investigation and/ormonitoring of such matters, and the costs of enforcement of the indemnity; provided,however, that “Damages” shall not include any adjustment for Taxes thatmay be assessed on payments under this Article 12 or for Tax benefitsreceived by the Indemnified Person as a consequence of 

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### any Damages. Notwithstanding the foregoing, Purchaser and Sellers shall not beentitled to indemnification under this Section 12.2 for, and Damages shallnot include, (i) loss of profits, whether actual or consequential, orother consequential damages suffered by the Party claiming indemnification, orany punitive damages (other than loss of profits, consequential damages orpunitive damages suffered by third persons for which responsibility isallocated between the Parties), (ii) any liability, loss, cost, expense,claim, award or judgment to the extent resulting from or increased by theactions or omissions of any Indemnified Person after the Closing Date or(iii) except with respect to claims for any Retained Seller Obligations orbreach of Sections 6.8, 6.9, 6.11, 6.12, 6.13 and 6.15, any liability,loss, cost, expense, claim, award or judgment that does not individually exceedOne Million dollars ($1,000,000).

### (e)           Any claim for indemnity underthis Section 12.2 by any current or former Affiliate, director, officer,employee or agent must be brought and administered by the applicable Party tothis Agreement.  No Indemnified Personother than Sellers and Purchaser shall have any rights against either Sellersor Purchaser under the terms of this Section 12.2 except as may beexercised on its behalf by Purchaser or Sellers, as applicable, pursuant tothis Section 12.2(e).  Each of theSellers and Purchaser may elect to exercise or not exercise indemnificationrights under this Section on behalf of the other Indemnified Persons affiliatedwith it in its sole discretion and shall have no liability to any such otherIndemnified Person for any action or inaction under this Section.

### (f)            This Section 12.2 shallnot apply in respect of title matters, which are exclusively covered byArticle 3, Tax matters other than Section 4.5, which are exclusivelycovered by Article 2 and Article 9, or claims for Property Costs,which are covered exclusively by Sections 2.3, 2.4 and 8.4.

### (g)           Purchaser shall not conduct(or have conducted on its behalf) any material remediation operations withrespect to any claimed Damages relating to a breach of DEPI’s representation orwarranty pursuant to Section 4.6 or any Claim relating to the subjectmatter of such representation or warranty without first giving Sellers noticeof the remediation with reasonable detail at least forty five (45) days priorthereto (or such shorter period of time as shall be required by anyGovernmental Authority).  Sellers shallhave the option (in their sole discretion) to conduct (or have conducted ontheir behalf) such remediation operations. If Sellers shall not have notified Purchaser of their agreement toconduct such remediation operations within such specified period, thenPurchaser may conduct (or have conducted on its behalf) such operations.  Purchaser and Sellers agree that anyremediation activities undertaken with respect to the Assets, whether conductedby Purchaser or Sellers, for which DEPI may have responsibility shall bereasonable in extent and cost effective and shall not be designed orimplemented in such a manner as to achieve the least stringent permanentrisk-based closure or remediation standard applicable to the property inquestion under Environmental Laws, subject to the approval of any GovernmentalAuthority with jurisdiction over such remediation activities, and as necessaryto permit the continued use of the affected property in the same manner and forthe same purposes for which it was being used at the Closing Date.  All remediation activities conducted bySellers under this Agreement shall be conducted by qualified personnel orcontractors in a professional and workmanlike manner and, to the extentreasonably possible, so as not to substantially interfere with Purchaser’soperation of the Assets.

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### (h)           The Parties shall treat, forTax purposes, any amounts paid under this Article 12 as an adjustment tothe applicable Interest Purchase Price(s) in the same manner as provided inSection 2.2(a).

## Section 12.3           **Indemnification Actions.**  All claims for indemnification underSection 12.2 shall be asserted and resolved as follows:

### (a)           For purposes of thisArticle 12, the term “Indemnifying Person” when used in connectionwith particular Damages shall mean the Person having an obligation to indemnifyanother Person or Persons with respect to such Damages pursuant to thisArticle 12, and the term “Indemnified Person” when used inconnection with particular Damages shall mean a Person having the right to beindemnified with respect to such Damages pursuant to this Article 12(including, for the avoidance of doubt, those Persons identified inSection 12.2(e)).

### (b)           To make a claim forindemnification under Section 12.2, an Indemnified Person shall notify theIndemnifying Person of its claim, including the specific details of andspecific basis under this Agreement for its claim (the “Claim Notice”).  In the event that the claim forindemnification is based upon a claim by a third Person against the IndemnifiedPerson (a “Claim”), the Indemnified Person shall provide its ClaimNotice promptly after the Indemnified Person has actual knowledge of the Claimand shall enclose a copy of all papers (if any) served with respect to theClaim; provided that the failure of any Indemnified Person to give notice of aClaim as provided in this Section 12.3 shall not relieve the IndemnifyingPerson of its obligations under Section 12.2 except to the extent suchfailure results in insufficient time being available to permit the IndemnifyingPerson to effectively defend against the Claim or otherwise prejudices theIndemnifying Person’s ability to defend against the Claim.  In the event that the claim forindemnification is based upon an inaccuracy or breach of a representation,warranty, covenant or agreement, the Claim Notice shall specify therepresentation, warranty, covenant or agreement that was inaccurate orbreached.

### (c)           In the case of a claim forindemnification based upon a Claim, the Indemnifying Person shall have thirty(30) days from its receipt of the Claim Notice to notify the Indemnified Personwhether it admits or denies its obligation to defend the Indemnified Personagainst such Claim under this Article 12. If the Indemnifying Person does not notify the Indemnified Person withinsuch thirty (30) day period regarding whether the Indemnifying Person admits ordenies its obligation to defend the Indemnified Person, it shall beconclusively deemed obligated to provide such indemnification hereunder.  The Indemnified Person is authorized, priorto and during such thirty (30) day period, to file any motion, answer or otherpleading that it shall deem necessary or appropriate to protect its interestsor those of the Indemnifying Person and that is not prejudicial to theIndemnifying Person.

### (d)           If the Indemnifying Personadmits its obligation, it shall have the right and obligation to diligentlydefend, at its sole cost and expense, the Claim.  The Indemnifying Person shall have fullcontrol of such defense and proceedings, including any compromise or settlementthereof.  If requested by theIndemnifying Person, the Indemnified Person agrees to cooperate in contestingany Claim which the Indemnifying Person elects to contest (provided, however,that the Indemnified Person shall not be required to bring any counterclaim orcross-complaint against any Person).  TheIndemnified Person may participate in, but not control, any defense or 

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### settlement of any Claim controlled by the Indemnifying Person pursuantto this Section 12.3(d).  AnIndemnifying Person shall not, without the written consent of the IndemnifiedPerson, settle any Claim or consent to the entry of any judgment with respectthereto that (i) does not result in a final resolution of the IndemnifiedPerson’s liability with respect to the Claim (including, in the case of asettlement, an unconditional written release of the Indemnified Person from allfurther liability in respect of such Claim) or (ii) may materially andadversely affect the Indemnified Person (other than as a result of money damagescovered by the indemnity).

### (e)           If the Indemnifying Persondoes not admit its obligation or admits its obligation but fails to diligentlydefend or settle the Claim, then the Indemnified Person shall have the right todefend against the Claim (at the sole cost and expense of the IndemnifyingPerson, if the Indemnified Person is entitled to indemnification hereunder),with counsel of the Indemnified Person’s choosing, subject to the right of theIndemnifying Person to admit its obligation to indemnify the Indemnified Personand assume the defense of the Claim at any time prior to settlement or finaldetermination thereof.  If theIndemnifying Person has not yet admitted its obligation to indemnify theIndemnified Person, the Indemnified Person shall send written notice to theIndemnifying Person of any proposed settlement and the Indemnifying Personshall have the option for ten (10) days following receipt of such notice to(i) admit in writing its obligation for indemnification with respect tosuch Claim and (ii) if its obligation is so admitted, assume the defenseof the Claim, including the power to reject the proposed settlement.  If the Indemnified Person settles any Claimover the objection of the Indemnifying Person after the Indemnifying Person hastimely admitted its obligation for indemnification in writing and assumed thedefense of the Claim, the Indemnified Person shall be deemed to have waived anyright to indemnity therefor.

### (f)            In the case of a claim forindemnification not based upon a Claim, the Indemnifying Person shall havethirty (30) days from its receipt of the Claim Notice to (i) cure theDamages complained of, (ii) admit its obligation to provideindemnification with respect to such Damages or (iii) dispute the claim forsuch Damages.  If the Indemnifying Persondoes not notify the Indemnified Person within such thirty (30) day period thatit has cured the Damages or that it disputes the claim for such Damages, theIndemnifying Person shall be conclusively deemed obligated to provide indemnificationhereunder.

## Section 12.4           **Casualty and Condemnation.**  If, after the date of this Agreement butprior to the Closing Date, any portion of the Assets is destroyed or damaged byfire or other casualty or is expropriated or taken in condemnation or underright of eminent domain, Purchaser shall nevertheless be required toclose.  In the event that the amount ofthe costs and expenses associated with repairing and/or restoring all Assetsaffected by such casualty or the Allocated Value, determined in the same manneras a Title Defect in accordance with Section 3.5(g), for all Units andWells taken in a condemnation or pursuant to right of eminent domain exceedsTwenty Million Five Hundred Thousand dollars ($20,500,000), Sellers must electby written notice to Purchaser prior to Closing either (i) to cause theAssets affected by any casualty to be repaired or restored, at Sellers’ solecost, as promptly as reasonably practicable (which work may extend after theClosing Date), (ii) to indemnify Purchaser through a document reasonablyacceptable to Sellers and Purchaser against any costs or expenses thatPurchaser reasonably incurs to repair or restore the Assets subject to anycasualty or (iii) to treat the costs and expenses associated with repairingor restoring the Assets affected by such casualty or taking 

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## the Allocated Value for any Unit or Well taken as a breach of DEPI’srepresentation under Section 3.1, but without regard to the limitations inSection 3.5(g) (other than Section 3.5(g)(v)(B)).  In each case, Sellers shall retain (or, ifapplicable, receive an assignment from the Company owning the affectedproperties of) all rights to insurance and other claims against third Personswith respect to the casualty or taking except to the extent the Partiesotherwise agree in writing.

## Section 12.5           **Limitation on Actions.**

### (a)           The representations andwarranties of DEPI and Purchaser in Articles 4 and 5 and the covenants andagreements of the Parties in Article 6, (excluding Section 6.6) andthe corresponding representations and warranties given in the certificatesdelivered at Closing pursuant to Sections 8.2(i) and 8.3(d), asapplicable, shall survive the Closing until May 31, 2008 except that therepresentations and warranties of DEPI in Sections 4.2(e) [Title toShares] and 4.2(f) [The Shares] shall survive the Closing without time limit,the representations and warranties of the Sellers in Section 4.5 (Taxes andAssessments) shall survive Closing until the applicable statute of limitationscloses the taxable year to which the subject Taxes relate, and therepresentations and warranties of DEPI in Sections 4.14 [Operation of theE&P Business] and 4.18 [Absence of Certain Changes] shall terminate atClosing.

The remainderof this Agreement shall survive the Closing without time limit except as mayotherwise be expressly provided herein. Representations, warranties, covenants and agreements shall be of nofurther force and effect after the date of their expiration, provided thatthere shall be no termination of any bona fide claim asserted pursuant to thisAgreement with respect to such a representation, warranty, covenant oragreement prior to its expiration date.

### (b)           The indemnities inSections 12.2(a)(iii), 12.2(a)(iv), 12.2(b)(i) and 12.2(b)(ii) shall terminateas of the termination date of each respective representation, warranty,covenant or agreement that is subject to indemnification, except in each caseas to matters for which a specific written claim for indemnity has beendelivered to the Indemnifying Person on or before such termination date.  The indemnities in Sections 12.2(a)(i),12.2(a)(ii), 12.2(b)(iii) (to the extent related to Sections 12.1(a),12.1(b), 12.1(d) 12.1(e), 12.1(f) or 12.1(g)) and 12.4 shall continue withouttime limit.  The indemnities inSections 12.2(b)(iii) (to the extent related to Sections 12.1(c),shall terminate on the Cut-Off Date, except in each case at to matters forwhich a specific written claim for indemnity has been delivered to theIndemnifying Person on or before such termination date.

### (c)           DEPI shall not have anyliability for any indemnification under Section 12.2 until and unless theaggregate amount of the liability for all Damages for which Claim Notices aredelivered by Purchaser exceeds Twenty Million Five Hundred Thousand dollars($20,500,000), and then only to the extent such Damages exceed Twenty MillionFive Hundred Thousand dollars ($20,500,000). This Section shall not limit (i) indemnification for breach of thoserepresentations and warranties that survive without time limit under the firstsentence of Section 12.5(a), (ii) indemnification for breach of thosecovenants contained in Sections 6.8, 6.9, 6.12, and 6.13, and(iii) indemnification for the Retained Seller Obligations nor shallDamages for those matters count toward the Twenty Million Five Hundred Thousanddollars ($20,500,000).

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### (d)           Notwithstanding anything tothe contrary contained elsewhere in this Agreement, DEPI shall not be requiredto indemnify Purchaser under this Article 12 for aggregate Damages inexcess of Two Hundred Five Million ($205,000,000); provided, however,that this Section 12.5(d) shall not limit DEPI’s liability with respect tobreaches of (i) those representations and warranties that survive withouttime limit under the first sentence of Section 12.5(a), (ii) thosecovenants contained in Sections 6.8, 6.9, 6.12 and 6.13 and (iii) theRetained Seller Obligations.

### (e)           The amount of any Damages forwhich an Indemnified Person is entitled to indemnity under this Article 12shall be reduced by the amount of insurance proceeds realized by theIndemnified Person or its Affiliates with respect to such Damages (net of anycollection costs, and excluding the proceeds of any insurance policy issued orunderwritten by the Indemnified Person or its Affiliates).

# **ARTICLE 13MISCELLANEOUS**

## Section 13.1           **Counterparts.**  This Agreement may be executed incounterparts, each of which shall be deemed an original instrument, but allsuch counterparts together shall constitute but one agreement.  Delivery of an executed counterpart signaturepage by facsimile is as effective as executing and delivering this Agreement inthe presence of the other Parties to this Agreement.

## Section 13.2           **Notices.**  All notices that are required or may be givenpursuant to this Agreement shall be sufficient in all respects if given inwriting, in English and delivered personally, by telecopy or by recognizedcourier service, as follows:

|        | If to Sellers:      | Dominion Exploration & Production, Inc. |
|--------|---------------------|---------------------------------------------|
|   |                | 120 Tredegar Street                         |
|   |                | Richmond, Virginia 23219                    |
|   |                | Attention:                                  | Christine M. Schwab |
|   |                | Telephone:                                  | (804) 819-2142 |
|   |                | Facsimile:                                  | (804) 819-2214 |
|   |                |                                        |   |
|   | With a copy to:     | Dominion Resources, Inc.                    |
|   |                | 120 Tredegar Street                         |
|   |                | Richmond, Virginia 23219                    |
|   |                | Attention:                                  | Mark O. Webb |
|   |                | Telephone:                                  | (804) 819-2140 |
|   |                | Telecopy:                                   | (804) 819-2202 |
|   |                |                                        |   |
|   | and with a copy to: | Baker Botts L.L.P.                          |
|   |                | 910 Louisiana Street                        |
|   |                | Houston, Texas 77024                        |
|   |                | Attention:                                  | David F. Asmus |
|   |                | Telephone:                                  | (713) 229-1539 |
|   |                | Telecopy:                                   | (713) 229-2839 |

 

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|        | If to Purchaser: | Linn Energy, LLC               |
|--------|------------------|--------------------------------|
|   |             | JP Morgan Chase Tower          |
|   |             | 600 Travis, Suite 7000         |
|   |             | Houston, Texas 77002           |
|   |             | Attention:                     | Charlene A. Ripley |
|   |             | Telephone:                     | (281) 605-4119 |
|   |             | Telecopy:                      | (281) 605-4180 |
|   |             |                           |   |
|   | With a copy to:  | Vinson & Elkins, L.L.P.    |
|   |             | 2500 First City Tower          |
|   |             | 1001 Fannin Street, Suite 2500 |
|   |             | Houston, Texas 77002           |
|   |             | Attention:                     | Jeffery K. Malonson |
|   |             | Telephone:                     | (713) 758-3824 |
|   |             | Telecopy:                      | (713) 615-5627 |

Either Party may change its address for notice by notice to the otherin the manner set forth above.  Allnotices shall be deemed to have been duly given at the time of receipt by theParty to which such notice is addressed.

## Section 13.3           **Sales or UseTax, Recording Fees and Similar Taxes and Fees.** Notwithstanding anything to the contrary inArticle 9, Purchaser shall bear any sales, use, excise, real propertytransfer, registration, documentary, stamp or transfer Taxes, recording feesand similar Taxes and fees incurred and imposed upon, or with respect to, theproperty transfers to Purchaser or other transactions contemplated hereby.  Should any Seller, Company or Affiliate ofany of them pay prior to Closing, or should Seller or any continuing Affiliateof Seller pay after Closing, any amount for which Purchaser is liable underthis Section 13.3, Purchaser shall, promptly following receipt of Sellers’invoice, reimburse the amount paid.  Ifsuch transfers or transactions are exempt from any such taxes or fees upon thefiling of an appropriate certificate or other evidence of exemption, Purchasershall timely furnish to Sellers such certificate or evidence.

## Section 13.4           **Expenses.**  Except as provided in Section 6.7 and inSection 13.3, all expenses incurred by Sellers in connection with orrelated to the authorization, preparation or execution of this Agreement, andthe Exhibits and Schedules hereto and thereto, and all other matters related tothe Closing, including without limitation, all fees and expenses of counsel,accountants and financial advisers employed by Sellers, shall be borne solely andentirely by Sellers, and all such expenses incurred by Purchaser shall be bornesolely and entirely by Purchaser.

## Section 13.5           **Replacement ofBonds, Letters of Credit and Guarantees.**  The Parties understand that none of thebonds, letters of credit and guarantees, if any, posted by Sellers or any otherAffiliate of the Companies (except the Companies) with any GovernmentalAuthority or third Person and relating to the Companies or the Assets are to betransferred to Purchaser.  On or beforeClosing, Purchaser shall obtain, or cause to be obtained in the name ofPurchaser, replacements for such bonds, letters of credit and guarantees, andshall cause, effective as of the Closing, the cancellation or return to Sellersof the bonds, letters of credit and guarantees posted 

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## by Sellers and such Affiliates.  Purchaser may also provide evidence that suchreplacements are not necessary as a result of existing bonds, letters of creditor guarantees that Purchaser has previously posted as long as such existingbonds, letters of credit or guarantees are adequate to secure the release ofthose posted by Sellers.  Except forbonds, letters of credit and guarantees related primarily to the ExcludedAssets, Schedule 13.5 identifies the bonds, letters of credit and guaranteesposted by Sellers or any other Affiliate of the Companies (except theCompanies) with respect to the E&P Business as of the date noted on suchschedule.

## Section 13.6           **Records.**

### (a)           Withinten (10) days after the Closing Date, Sellers shall deliver or cause to bedelivered to Purchaser any Records that are in the possession of Sellers or itsAffiliates, subject to Section 13.6(b).

### (b)           Sellersmay retain the originals of those Records relating to Tax and accountingmatters and provide Purchaser, at its request, with copies of such Records thatpertain to (i) non-income Tax matters solely related to the Companies orthe Additional Assets; or (ii) non-unitary state income Tax Returns to theextent such Tax Returns are reasonably necessary to satisfy Purchaser’s TaxReturn filing obligations under Section 9.2.  Sellers may retain copies of any otherRecords.

### (c)           Purchaser, for a period ofseven (7) years following the Closing, (and subject to Purchaser’s additionalobligations under Section 9.4) shall:

#### (i)            retain the Records,

#### (ii)           provide Sellers, their Affiliates,and their respective officers, employees and representatives with access to theRecords during normal business hours for review and copying at Sellers’ expenseand

#### (iii)          provide Sellers, their Affiliates, andtheir respective officers, employees and representatives with access, duringnormal business hours, to materials received or produced after Closing relatingto

##### (A)          Sellers’ obligations underArticle 9 (including to prepare Tax Returns and to conduct negotiationswith Tax Authorities), or

##### (B)           any claim for indemnification madeunder Section 12.2 of this Agreement (excluding, however, attorney workproduct and attorney-client communications with respect to any such claim beingbrought by Purchaser under this Agreement)

for review and copying at Sellers’ expense and to theCompanies’ and their Affiliates’ personnel for the purpose of discussing anysuch matter or claim.

## Section 13.7           **Name Change.** On the Closing Date, Purchaser shallmake the filings required in each Company’s jurisdiction of organization toeliminate the name “Dominion” and any variants thereof from the name of eachCompany.  As promptly as practicable, butin any 

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## case within one hundred twenty (120) daysafter the Closing Date, Purchaser shall (i) make all other filings(including assumed name filings) required to reflect the change of name in allapplicable records of Governmental Authorities and (ii) eliminate the useof the name “Dominion” and variants thereof from the Assets and the E&PBusiness, and, except with respect to such grace period for eliminatingexisting usage, shall have no right to use any logos, trademarks or trade namesbelonging to any Seller or any of its Affiliates.  Purchaser shall be solely responsible for anydirect or indirect costs or expenses resulting from the change in use of name,and any resulting notification or approval requirements.

## Section 13.8           **Governing Lawand Venue.**  This Agreementand the legal relations between the Parties shall be governed by and construedin accordance with the Laws of the State of Texas, without regard to principlesof conflicts of Laws that would direct the application of the Laws of anotherjurisdiction.

## Section 13.9           **DisputeResolution.**  Each Partyconsents to personal jurisdiction in any action brought in the United Statesfederal courts located in the State of Texas (or, if jurisdiction is notavailable in the United States federal courts located in the State of Texas, topersonal jurisdiction in any action brought in the state and federal courtslocated in the State of New York) with respect to any dispute, claim orcontroversy arising out of or in relation to or in connection with thisAgreement, and each of the Parties hereto agrees that any action instituted byit against the other with respect to any such dispute, controversy or claim(except to the extent a dispute, controversy, or claim arising out of or inrelation to or in connection with the allocation of the Purchase Price pursuantto Section 2.2(c), the determination of a Title Defect Amount or TitleBenefit Amount pursuant to Section 3.5(i) or the determination of PurchasePrice adjustments pursuant to Section 8.4(b) is referred to an expertpursuant to those Sections) will be instituted exclusively in the United StatesDistrict Court for the Southern District of Texas, Houston Division (or, ifjurisdiction is not available in the United States District Court for theSouthern District of Texas, Houston Division, then exclusively in the state orfederal courts located in the State of New York).  The Parties hereby waive trial by jury in anyaction, proceeding or counterclaim brought by any Party against another in anymatter whatsoever arising out of or in relation to or in connection with thisAgreement.

## Section 13.10         **Captions.**  The captions in this Agreement are forconvenience only and shall not be considered a part of or affect theconstruction or interpretation of any provision of this Agreement.

## Section 13.11         **Waivers.**  Any failure by any Party to comply with any ofits obligations, agreements or conditions herein contained may be waived by theParty to whom such compliance is owed by an instrument signed by the Party towhom compliance is owed and expressly identified as a waiver, but not in anyother manner.  No waiver of, or consentto a change in, any of the provisions of this Agreement shall be deemed orshall constitute a waiver of, or consent to a change in, other provisionshereof (whether or not similar), nor shall such waiver constitute a continuingwaiver unless otherwise expressly provided.

## Section 13.12         **Assignment.**  No Party shall assign or otherwise transferall or any part of this Agreement, nor shall any Party delegate any of itsrights or duties hereunder, without the prior written consent of the otherParty and any transfer or delegation made without such consent 

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## shall be void; provided, however, that Purchaser shall be entitled toassign its rights (but not its obligations) to purchase specific portions ofthe Interests under this Agreement to one or more directly or indirectlywholly-owned Affiliates of Purchaser that satisfy the requirements ofSection 5.11.  Subject to theforegoing, this Agreement shall be binding upon and inure to the benefit of theParties  hereto and their respectivesuccessors and assigns.

## Section 13.13         **Entire Agreement.**  The Confidentiality Agreement, this Agreementand the documents to be executed hereunder and the Exhibits and Schedulesattached hereto constitute the entire agreement among the Parties pertaining tothe subject matter hereof, and supersede all prior agreements, understandings,negotiations and discussions, whether oral or written, of the Partiespertaining to the subject matter hereof.

## Section 13.14         **Amendment.**  This Agreement may be amended or modifiedonly by an agreement in writing signed by Sellers and Purchaser and expresslyidentified as an amendment or modification.

## Section 13.15         **No Third-Person Beneficiaries.**  Nothing in this Agreement shall entitle anyPerson other than Purchaser and Sellers to any claim, cause of action, remedyor right of any kind, except the rights expressly provided to the Personsdescribed in Section 6.6 and Section 12.2(e).

## Section 13.16         **Guarantees.**  Simultaneously with execution of thisAgreement, Sellers have caused DRI to deliver to Purchaser a guarantee for theperformance of Sellers’ obligations under this Agreement and any otheragreements executed pursuant to this Agreement in substantially the formattached hereto as Exhibit ”G.”

## Section 13.17         **References.**

In this Agreement:

### (a)           References to any genderincludes a reference to all other genders;

### (b)           References to the singularincludes the plural, and vice versa;

### (c)           Reference to any Article orSection means an Article or Section of this Agreement;

### (d)           Reference to any Exhibit orSchedule means an Exhibit or Schedule to this Agreement, all of which areincorporated into and made a part of this Agreement;

### (e)           Unless expressly provided tothe contrary, “hereunder,” “hereof,” “herein” and words of similar import arereferences to this Agreement as a whole and not any particular Section or otherprovision of this Agreement;

### (f)            References to “$” or “dollars”means United States dollars; and

### (g)           “Include” and “including”shall mean include or including without limiting the generality of thedescription preceding such term.

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## Section 13.18         **Construction.**  Purchaser is capable of making suchinvestigation, inspection, review and evaluation of the Assets as a prudentpurchaser would deem appropriate under the circumstances, including withrespect to all matters relating to the Assets, their value, operation andsuitability.  Each of Sellers andPurchaser has had the opportunity to exercise business discretion in relationto the negotiation of the details of the transaction contemplated hereby.  This Agreement is the result of arm’s-lengthnegotiations from equal bargaining positions. It is expressly agreed that this Agreement shall not be construedagainst any Party, and no consideration shall be given or presumption made, onthe basis of who drafted this Agreement or any particular provision thereof.

## Section 13.19         **Limitation on Damages.**  Notwithstanding anything to the contrarycontained herein, none of Purchaser, Sellers or any of their respectiveAffiliates shall be entitled to special or punitive damages in connection withthis Agreement and the transactions contemplated hereby (other than special orpunitive damages suffered by third Persons for which responsibility isallocated between the Parties) and each of Purchaser and Sellers, for itselfand on behalf of its Affiliates, hereby expressly waives any right to specialor punitive damages in connection with this Agreement and the transactionscontemplated hereby.

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IN WITNESS WHEREOF, thisAgreement has been signed by each of the Parties as of  the date first above written.
|        | SELLER: | DOMINION EXPLORATION & PRODUCTION,   INC.           |
|--------|---------|--------------------------------------------------------------|
|   |    |                                                         |
|   |    |                                                         |
|   |    | Name:                                                        |           /s/  Duane C. Radkte |
|   |    | Name:                                                        | Duane C. Radkte |
|   |    | Title:                                                       | President/CEO |
|   |    |                                                         |   |
|   |    |                                                         |   |
|   | SELLER: | DOMINION OKLAHOMA TEXAS EXPLORATION   & PRODUCTION, INC. |
|   |    |                                                         |   |
|   |    |                                                         |   |
|   |    | Name:                                                        |           /s/  Duane C. Radkte |
|   |    | Name:                                                        | Duane C. Radkte |
|   |    | Title:                                                       | President/CEO |
|   |    |                                                         |   |
|   |    |                                                         |   |
|   | SELLER: | LDNG TEXAS HOLDINGS, LLC                                     |
|   |    |                                                         |   |
|   |    |                                                         |   |
|   |    | Name:                                                        |           /s/  Thomas N. Chewning |
|   |    | Name:                                                        | Thomas N. Chewning |
|   |    | Title:                                                       |   |
|   |    |                                                         |   |
|   |    |                                                         |   |
|   | SELLER: | DEPI TEXAS HOLDINGS, LLC                                     |
|   |    |                                                         |   |
|   |    |                                                         |   |
|   |    | Name:                                                        |           /s/  Thomas N. Chewning |
|   |    | Name:                                                        | Thomas N. Chewning |
|   |    | Title:                                                       |   |

 

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|        | PURCHASER: | LINN ENERGY, LLC |
|--------|------------|------------------|
|   |       |             |   |
|   |       |             |   |
|   |       | Name:            |           /s/  Mark E. Ellis |
|   |       | Name:            | Mark E. Ellis |
|   |       | Title:           | Executive Vice President and |
|   |       |             | Chief Operating Officer |

 

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