exhibit103.htm


                                                                                            Exhibit
      10.3

    SECOND
      AMENDMENT

    TO

    ALABAMA/MICHIGAN/PERMIAN
      PACKAGE

    PURCHASE
      AGREEMENT

    


     

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

     

    RECITALS:

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    On
      or
      before the later of (x) July 3, 2007 and (y) thirty (30) days prior to the
      Target Closing Date, Seller shall prepare and deliver to Purchaser, using and
      based upon the best information available to Sellers, a schedule setting forth
      the following items:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    
      	
              SELLER:

            	
              DOMINION
                EXPLORATION & PRODUCTION, INC.

               

            
	 	
              By:    /s/G.
                Scott Hetzer

              Name:   G.
                Scott Hetzer

              Title:     Senior
                Vice President and Treasurer

               

            
	
              SELLER:

            	
              DOMINION
                ENERGY, INC.

               

            
	 	
              By:    /s/G.
                Scott Hetzer

              Name:   G.
                Scott Hetzer

              Title:     Senior
                Vice President and Treasurer

               

            
	
              SELLER:

            	
              DOMINION
                OKLAHOMA TEXAS EXPLORATION & PRODUCTION, INC.

               

            
	 	
              By:    /s/G.
                Scott Hetzer

              Name:   G.
                Scott Hetzer

              Title:     Senior
                Vice President and Treasurer

               

            
	
              SELLER:

            	
              DOMINION
                RESERVES, INC.

               

            
	 	
              By:    /s/G.
                Scott Hetzer

              Name:   G.
                Scott Hetzer

              Title:     Senior
                Vice President and Treasurer

               

            
	
              SELLER:

            	
              LDNG
                TEXAS HOLDINGS, LLC

               

            
	 	
              By:    /s/G.
                Scott Hetzer

              Name:   G.
                Scott Hetzer

              Title:     Senior
                Vice President and Treasurer

               

            
	
              SELLER:

            	
              DEPI
                TEXAS HOLDINGS, LLC

               

            
	 	
              By:    /s/G.
                Scott Hetzer

              Name:   G.
                Scott Hetzer

              Title:     Senior
                Vice President and Treasurer

               

            
	
              PURCHASER:

            	
              HIGHMOUNT
                EXPLORATION & PRODUCTION HOLDING CORP.

               

            
	 	
              By:    /s/Jonathan
                Nathanson

              Name:  Jonathan
                Nathanson

               Title:  Vice
                President