exhibit101.htm


                                                                    Exhibit
      10.1


    FIRST
      AMENDMENT

    TO

    GULF
      COAST/ROCKIES/SAN JUAN PACKAGE

    PURCHASE
      AGREEMENT

     

    This
      First Amendment to Gulf Coast/Rockies/San Juan Package Purchase Agreement (this
      “First Amendment”) is dated effective as of June 1, 2007, by and
      between Dominion Exploration & Production, Inc., a corporation organized
      under the Laws of Delaware (“DEPI”), Dominion Energy, Inc., a corporation
      organized under the Laws of Virginia (“DEI”), Dominion Oklahoma Texas
      Exploration & Production, Inc., a corporation organized under the Laws of
      Delaware (“DOTEPI”), Dominion Reserves, Inc., a corporation organized
      under Laws of Virginia (“Reserves”), LDNG Texas Holdings, LLC, a limited
      liability company organized under the laws of Oklahoma (“LDNG”) and DEPI
      Texas Holdings, LLC, a limited liability company organized under the laws of
      Delaware (“DEPI Texas”) (collectively “Sellers”), and XTO Energy
      Inc., a company 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 a Gulf Coast/Rockies/San Juan Package Purchase
      Agreement dated as of June 1, 2007 (the “Agreement”), providing for
      the sale by Sellers to Purchaser of the Shares and the Additional
      Assets.

     

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

     

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

     

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

     

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

     

    a.           In
      Section 2.2(c), the term “seventeen (17) Business Days after the date of this
      Agreement” is replaced with “twenty-five (25) Business Days after the date of
      this Agreement, and the term “schedules” in the third sentence is replaced with
“schedules that include DEPI’s ten digit property numbers.”

     

    b.           In
      Section 2.2(d), the text prior to the colon is revised to read:

     

    Within
      seven (7) Business Days after DEPI’s receipt of the schedules required under
      Section 2.2(c), Sellers shall prepare and deliver to Purchaser, using and based
      upon the best information available to Sellers, a schedule setting forth the
      following items:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    c.         In
      Section 2.3(h)(iii), the text prior to the semi-colon is revised to
      read:

     

        Increased
      by
      the amount that would be calculated on the Interest Unadjusted Purchase Price,
      at the Agreed Rate, for the period from but excluding August 2, 2007 through
      and
      including the Closing Date;

     

    d.        In
      Section 3.5(a), the date in the first sentence is changed to September 3,
      2007.

     

    e.         In
      Section 8.1, the date in the first sentence is changed to July 31,
      2007.

     

    f.         In
      Section 8.4(b), the term “Purchaser’s sixty (60) day review period” is replaced
      with “Purchaser’s ninety (90) day review period”.

     

    g.        In
      Section 12.5(b), the reference in the last sentence to Section 12.1(e) is
      deleted.

     

    h.        On
      Schedule 4.11, the following items are deleted:

     

    
      	
               

            	
              (1)

            	
              Consents
                to Assign – Land Contracts (Non-Leases) - Contract
                Number AR 41410002

            


    

     

    
      	
               

            	
              (2)

            	
              Consents
                to Assign – Land Contracts (Non-Leases) - Contract
                Number 303480

            


    

     

    
      	
               

            	
              (3)

            	
              Consents
                to Assign – Land Contracts (Non-Leases) - Contract
                Number 304381

            


    

     

    
      	
               

            	
              (4)

            	
              Consents
                to Assign – Land Contracts (Non-Leases) - Contract Number 314086
                (two entries)

            


    

     

    
      	
               

            	
              (5)

            	
              Preferential
                Purchase Rights – Land Contracts - Contract
                Number 314559

            


    

     

    
      	
               

            	
              (6)

            	
              Preferential
                Purchase Rights – Land Contracts - Contract
                Number 314602

            


    

     

    
      	
               

            	
              (7)

            	
              Preferential
                Purchase Rights – Land Contracts - Contract Number 314086 (two
                entries)

            


    

     

    
      	
               

            	
              (8)

            	
              Preferential
                Purchase Rights – Land Contracts - Contract Number 314173 (four
                entries)

            


    

     

    
      	
               

            	
              (9)

            	
              Preferential
                Purchase Rights – Land Contracts - Contract Number 311633 (two
                entries)

            


    

     

    
      	
               

            	
              (10)

            	
              Preferential
                Purchase Rights – Land Contracts - Contract Number 311637 (two
                entries)

            



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
      	
               

            	
              (11)

            	
              Preferential
                Purchase Rights – Land Contracts - Contract Number 312823 (two
                entries)

            


    

     

    i.           On
      Schedule 4.11, the following items are added:

     

    
      	
               

            	
              (1)

            	
              Preferential
                Rights to Purchase – Land
                Contracts

            


    

     

    
      	
              Contract
                Number:

            	
              5137

            
	
              Contract
                Description:

            	
              Cushing
                Purchase and Sale Agreement

            
	
              Group:

            	
              JOA

            
	
              File
                Type:

            	
              Purchase/Sale
                Agreement

            
	
              Prospect
                Name:

            	
              Cushing

            
	
              Prospect
                Code:

            	
              PRTX034

            
	
              State:

            	
              TX

            
	
              County:

            	
              Rusk

            
	
              Dominion
                Party:

            	
              DEPI

            
	
              Area:

            	
              Eastern

            
	 	 
	
              Contract
                Number:

            	
              304317

            
	
              Contract
                Description:

            	
              Kutz
                West Field Prospect JOA

            
	
              Group:

            	
              JOA

            
	
              File
                Type:

            	
              Joint
                Operating Agreement

            
	
              Prospect
                Name:

            	
              Kutz
                West Field

            
	
              Prospect
                Code:

            	
              PR300000

            
	
              State:

            	
              NM

            
	
              County:

            	
              San
                Juan

            
	
              Dominion
                Party:

            	
              DOTEPI

            
	
              Area:

            	
              Western

            
	 	 
	
              Contract
                Number:

            	
              314707

            
	
              Contract
                Description:

            	
              Kings
                Canyon Farmout Sec 32-10S-19E

            
	
              Group:

            	
              JOA

            
	
              File
                Type:

            	
              Farmout
                Agreement

            
	
              Prospect
                Name:

            	
              Kings
                Canyon

            
	
              Prospect
                Code:

            	
              PRUT4012

            
	
              State:

            	
              UT

            
	
              County:

            	
              Uintah

            
	
              Dominion
                Party:

            	
              DEPI

            
	
              Area:

            	
              Western

            
	 	 
	
              Contract
                Number:

            	
              314708

            
	
              Contract
                Description:

            	
              Kings
                Canyon Farmout Sec 36-10S-18E

            
	
              Group:

            	
              JOA

            
	
              File
                Type:

            	
              Farmout
                Agreement

            
	
              Prospect
                Name:

            	
              Kings
                Canyon

            
	
              Prospect
                Code:

            	
              PRUT4012

            
	
              State:

            	
              UT

            
	
              County:

            	
              Uintah

            
	
              Dominion
                Party:

            	
              DEPI

            
	
              Area:

            	
              Western

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              (2)

            	
              Consents
                to Assign – Land Contracts (Non
                Leases)

            


    

     

    
      	
              Contract
                Number:

            	
              304034

            
	
              Contract
                Description:

            	
              Cranz/Goodrich/American
                F/O

            
	
              Group:

            	
              JOA

            
	
              File
                Type:

            	
              Farmout
                Agreement

            
	
              Prospect
                Name:

            	
              Cranz

            
	
              Prospect
                Code:

            	 
	
              State:

            	
              TX

            
	
              County:

            	
              Lavaca

            
	
              Dominion
                Party:

            	
              DOTEPI

            
	
              Area:

            	 
	 	 
	
              Contract
                Number:

            	
              304036

            
	
              Contract
                Description:

            	
              Everest
                Letter Agreement

            
	
              Group:

            	
              JOA

            
	
              File
                Type:

            	
              Letter
                Agreement

            
	
              Prospect
                Name:

            	
              Cranz

            
	
              Prospect
                Code:

            	 
	
              State:

            	
              TX

            
	
              County:

            	
              Lavaca

            
	
              Dominion
                Party:

            	
              DOTEPI

            
	
              Area:

            	 
	 	 


    

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

     

    JP
      Morgan
      Chase Bank

                   Account
      Holder:  Dominion Resources, Inc.

                   Account
      No.
      144053865

                  ABA
      No.
      021-000-021

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    k.           On
      Schedule 13.5, Guarantees to be Replaced, in the Guarantee section, the
      Guarantee of which Oasis Pipeline, L.P. is the Beneficiary is deleted and
      replaced with the following Guarantee:

     

    Guarantor:                              Consolidated
      Natural Gas Company

    Primary
      Obligor:                    Dominion
      Exploration & Production, Inc.

    Guarantee
      Date:                    March
      28, 2003

    Beneficiary:                           SWEPI
      LP

     

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

     

    At
      all
      times during the performance of Purchaser Services by Purchaser, all persons
      performing such Purchaser Services who shall be in the employ and/or under
      the
      control of Purchaser, the Companies or their Affiliates (including agents,
      contractors, temporary employees and consultants) shall be independent from
      DEPI
      and not employees of DEPI and shall not be entitled to any payment, benefit
      or
      perquisite directly from DEPI on account of such Purchaser Services, provided,
      however, certain Company Onshore Employees and Managing Directors that accept
      employment and remain employed with Purchaser may participate in the Company’s
      U.S. Benefit Plans to the extent such participation is permitted under the
      Dominion Pension Plan and the Dominion Retiree Health and Welfare
      Plan.  Purchaser will not be required to provide any Purchaser
      Services the provision of which would violate any Laws or
      contract.  Purchaser will use its commercially reasonable efforts as
      necessary to secure consents and/or approvals of vendors, lessors and licensors
      relating to the Purchaser Services provided by it or its
      Affiliates.

     

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

     

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

     

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

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    
      	
              SELLER:

            	
              DOMINION
                EXPLORATION & PRODUCTION, INC.

               

            
	 	
              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:

            	
              XTO
                ENERGY INC.

               

            
	 	
              By:    /s/Vaughn
                O. Vennerberg, II

              Name:   Vaughn
                O. Vennerberg, II

               Title:  Senior
                Executive Vice President and Chief of
                Staff