exhibit102.htm


                                                                    
       Exhibit 10.2

     

    FIRST
      AMENDMENT

    TO

    ALABAMA/MICHIGAN/PERMIAN
      PACKAGE

    PURCHASE
      AGREEMENT

    


    This
      First Amendment to Alabama/Michigan/Permian Package Purchase Agreement (this
      “First Amendment”) is dated effective as of June 1, 2007, by and
      between Dominion Exploration & Production, Inc., a corporation
      organized under the Laws of Delaware (“DEPI”), Dominion Energy, Inc., a
      corporation organized under the Laws of Virginia (“DEI”), Dominion
      Oklahoma Texas Exploration & Production, Inc., a corporation organized under
      the Laws of Delaware (“DOTEPI”), Dominion Reserves, Inc., a corporation
      organized under Laws of Virginia (“Reserves”), LDNG Texas Holdings, LLC,
      a limited liability company organized under the laws of Oklahoma (“LDNG”)
      and DEPI Texas Holdings, LLC, a limited liability company organized under the
      laws of Delaware (“DEPI Texas”) (collectively “Sellers”), and
      HighMount Exploration & Production Holding Corp., a company formerly known
      as L O & G Acquisition Corp. and organized under the Laws of Delaware
      (“Purchaser”).  Sellers and Purchaser are sometimes referred to
      collectively as the “Parties” and individually as a “Party.”

     

    RECITALS:

     

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

     

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

     

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

     

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

     

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

     

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

     

    JP
      Morgan
      Chase Bank

     

    Account
      Holder:  Dominion Resources, Inc.

     

    Account
      No. 144053865

     

    ABA
      No.
      021-000-021

     

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

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

    

      
        	
                SELLER:

              	
                DOMINION
                  EXPLORATION & PRODUCTION, INC.

                 

              
	 	
                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