EXHIBIT 10.7
TERMINATION AND VOTING AGREEMENT
This Termination and Voting Agreement, dated as of October 1, 2003
(this "Agreement"), is entered into by and among Westport Resources Corporation,
a Nevada corporation ("Westport" or the "Company"), Westport Energy LLC, a
Delaware limited liability company ("WELLC"), ERI Investments, Inc., a Delaware
corporation ("ERI"), Medicor Foundation, a Liechtenstein foundation, formed
pursuant to the Liechtenstein Persons and Companies Act ("Medicor," and together
with WELLC, the "Medicor Group"), the persons and entities named on Exhibit A
attached hereto (each such person or entity, a "Belfer Person," and
collectively, the "Belfer Group") and, solely with respect to Article I, Article
II and Article IV hereof, the persons and entities named on Exhibit B attached
hereto (each such person or entity, a "Terminating Belfer Person," and
collectively, the "Terminating Belfer Persons"). The Medicor Group, ERI and the
Belfer Group may be referred to herein individually as a "Shareholder Party" and
collectively as the "Shareholder Parties." Each member of the Medicor Group may
be referred to herein as a "Medicor Person."
PRELIMINARY STATEMENTS
WHEREAS, the Company, the Shareholder Parties and the Terminating
Belfer Persons (collectively, the "Shareholders Agreement Parties") are parties
to that certain Third Amended and Restated Shareholders Agreement, dated as of
February 14, 2003, attached as Exhibit C hereto (the "Shareholders Agreement");
WHEREAS, the Shareholders Agreement Parties desire to terminate the
Shareholders Agreement in its entirety; and
WHEREAS, in connection with the termination of the Shareholders
Agreement, the Company and the Shareholder Parties desire to enter into (i)
certain voting agreements set forth herein relating to the Company's 2004 Annual
Meeting of Shareholders (the "2004 Annual Meeting") and (ii) a registration
rights agreement providing for, among other things, registration rights for the
benefit of the Shareholder Parties (the "Registration Rights Agreement"), in
each case to be effective upon termination of the Shareholders Agreement.
NOW, THEREFORE, in consideration of the foregoing, and of the
representations, warranties, covenants and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:
STATEMENT OF AGREEMENT
ARTICLE I
REPRESENTATIONS AND WARRANTIES
Section 1.1 Representations and Warranties of the Company. The Company
hereby represents and warrants to each other party hereto as follows:
(a) Power and Authority. The Company has all requisite
corporate power and authority to execute, deliver and perform this Agreement.
The execution, delivery and performance by the Company of this Agreement have
been duly authorized by all necessary corporate action on the part of the
Company.
(b) Execution, Delivery, Enforceability. This Agreement has
been duly executed and delivered by the Company and constitutes a valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms. No consent, approval, order or authorization of, or
registration, declaration or filing with, any court, administrative agency or
commission or other governmental authority or instrumentality, domestic or
foreign, is required by, or with respect to, the Company in connection with its
execution, delivery and performance of this Agreement.
(c) No Prohibition. The Company's execution, delivery and
performance of this Agreement does not conflict with, or result in a breach of,
any law or regulation of any governmental authority applicable to the Company or
any material agreement to which the Company is a party.
(d) No Assignment. The Company has not assigned any of its
rights or obligations under the Shareholders Agreement.
Section 1.2 Representations and Warranties of the Medicor Group. Each
Medicor Person hereby severally and not jointly represents and warrants to each
other party hereto as follows:
(a) Power and Authority. Each Medicor Person has all requisite
corporate or other power and authority to execute, deliver and perform this
Agreement. The execution, delivery and performance of this Agreement by each
Medicor Person have been duly authorized by all necessary corporate or other
action on the part of such Medicor Person.
(b) Execution; Delivery; Enforceability. This Agreement has
been duly executed and delivered by each Medicor Person and constitutes a valid
and binding obligation of such Medicor Person, enforceable against such Medicor
Person in accordance with its terms. No consent, approval, order or
authorization of, or registration, declaration or filing (other than the filing
of an appropriate amendment to Schedule 13D in connection with the transactions
contemplated by this Agreement) with, any court, administrative agency or
commission or other governmental authority or instrumentality, domestic or
foreign, is required by, or with respect to, such Medicor Person in connection
with its execution, delivery and performance of this Agreement.
(c) No Prohibition. Each Medicor Person's execution, delivery
and performance of this Agreement do not conflict with, or result in a breach
of, any law or regulation of any governmental authority applicable to such
Medicor Person or any material agreement to which such Medicor Person is a
party.
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(d) No Assignment. No Medicor Person has assigned any of its
rights or obligations under the Shareholders Agreement.
Section 1.3 Representations and Warranties of ERI. ERI hereby
represents and warrants to each other party hereto as follows:
(a) Authority. ERI has all requisite corporate authority to
execute, deliver and perform this Agreement. The execution, delivery and
performance of this Agreement by ERI have been duly authorized by all necessary
corporate action on the part of ERI.
(b) Execution, Delivery, Enforceability. This Agreement has
been duly executed and delivered by ERI and constitutes a valid and binding
obligation of ERI, enforceable against ERI in accordance with its terms. No
consent, approval, order or authorization of, or registration, declaration or
filing (other than the filing of an appropriate amendment to Schedule 13D in
connection with the transactions contemplated by this Agreement) with, any
court, administrative agency or commission or other governmental authority or
instrumentality, domestic or foreign, is required by, or with respect to, ERI in
connection with ERI's execution, delivery and performance of this Agreement.
(c) No Prohibition. ERI's execution, delivery and performance
of this Agreement do not conflict with, or result in a breach of, any law or
regulation of any governmental authority applicable to ERI or any material
agreement to which ERI is a party.
(d) No Assignment. ERI has not assigned any of its rights or
obligations under the Shareholders Agreement.
Section 1.4 Representations and Warranties of the Belfer Group and the
Terminating Belfer Persons. Each Belfer Person and each Terminating Belfer
Person hereby severally and not jointly represents and warrants to each other
party hereto as follows:
(a) Power and Authority. Each Belfer Person and each
Terminating Belfer Person has all requisite corporate or other power and
authority to execute, deliver and perform this Agreement. The execution,
delivery and performance of this Agreement by each Belfer Person and each
Terminating Belfer Person have been duly authorized by all necessary corporate
or other action on the part of such Belfer Person and each Terminating Belfer
Person.
(b) Execution; Delivery; Enforceability. This Agreement has
been duly executed and delivered by each Belfer Person and each Terminating
Belfer Person and constitutes a valid and binding obligation of such Belfer
Person and such Terminating Belfer Person enforceable against such Belfer Person
and such Terminating Belfer Person in accordance with its terms. No consent,
approval, order or authorization of, or registration, declaration or filing
(other than the filing of an appropriate amendment to Schedule 13D in connection
with the transactions contemplated by this Agreement) with, any court,
administrative agency or commission or other governmental authority or
instrumentality, domestic or foreign, is required by, or with respect to, such
Belfer Person or such Terminating Belfer Person in connection with its
execution, delivery and performance of this Agreement.
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(c) No Prohibition. Each Belfer Person's and each Terminating
Belfer Person's execution, delivery and performance of this Agreement do not
conflict with, or result in a breach of, any law or regulation of any
governmental authority applicable to such Belfer Person or such Terminating
Belfer Person or any material agreement to which such Belfer Person or such
Terminating Belfer Person is a party.
(d) No Assignment. No Belfer Person nor any Terminating Belfer
Person has assigned any of its rights or obligations under the Shareholders
Agreement.
ARTICLE II
TERMINATION OF SHAREHOLDERS AGREEMENT
Section 2.1 Termination of the Shareholders Agreement. Effective as of
the date hereof, the Shareholders Agreement is hereby terminated in its entirety
and shall be of no further force or effect; except for actions to be taken in
connection with the registration and offering of shares pursuant to the ERI
letter to the Company dated as of September 11, 2003.
ARTICLE III
VOTING ARRANGEMENTS
Section 3.1 Voting of Shares.
(a) The Medicor Group and their Permitted Transferees under
the Registration Rights Agreement (collectively, the "Medicor Parties") shall
vote all shares of Common Stock owned or controlled by them, and shall take all
other necessary or desirable actions within their control (including, without
limitation, attendance at meetings in person or by proxy for purposes of
obtaining a quorum and execution of written consents in lieu of meetings), to
effectuate the provisions of this Article III.
(b) ERI and its Permitted Transferees under the Registration
Rights Agreement (collectively, the "ERI Parties") shall vote all shares of
Common Stock owned or controlled by them, and shall take all other necessary or
desirable action within their control (including, without limitation, attendance
at meetings in person or by proxy for purposes of obtaining a quorum and
execution of written consents in lieu of meetings), to effectuate the provisions
of this Article III.
(c) The Belfer Group and their Permitted Transferees under the
Registration Rights Agreement (collectively, the "Belfer Parties") shall vote
all shares of Common Stock owned or controlled by them, and shall take all other
necessary or desirable action within their control (including, without
limitation, attendance at meetings in person or by proxy for purposes of
obtaining a quorum and execution of written consents in lieu of meetings), to
effectuate the provisions of this Article III.
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(d) The Company shall take all necessary or desirable actions
within its control (including, without limitation, calling special board and
stockholder meetings) to effectuate the provisions of this Article III.
Section 3.2 Nomination; Removal and Observer Rights.
(a) Each of Medicor, ERI and the Belfer Group shall have the
right to nominate one (1) director for election at the 2004 Annual Meeting to
serve as a class 3 member of the Board of Directors of the Company (the "Board")
until the Company's annual meeting of shareholders in 2007 and each of the
Medicor Parties, the ERI Parties and the Belfer Parties shall vote their shares
of Westport Common Stock in favor of the election of each nominee (or successor
nominee nominated in accordance with this Section 3.2(a)) named pursuant hereto.
Prior to the 2004 Annual Meeting, each of Medicor, ERI and the Belfer Group
shall have the power to replace any nominee such Shareholder Party has nominated
pursuant to this Section 3.2(a) with a substitute nominee upon notice to the
Company and the other Shareholder Parties given in accordance with Section 4.1.
(b) Each of Medicor, ERI and the Belfer Group, respectively,
shall have the right: (i) subject to applicable law, including Nevada Revised
Statutes 78.335(1) requiring a vote of not less than two-thirds of the issued
and outstanding voting power to remove an incumbent director, to remove, with or
without cause, any director nominated in accordance with this Section 3.2 by
Medicor, ERI or the Belfer Group, respectively, and each of the Medicor Parties,
the ERI Parties and the Belfer Parties shall vote their shares of Westport
Common Stock in furtherance of this provision; and (ii) to nominate any
replacement for a director nominated in accordance with this Section 3.2 by
Medicor, ERI or the Belfer Group, respectively, upon the death, resignation,
retirement, disqualification or removal from office of such director. The Board
shall duly appoint as a director each person so nominated to fill a vacancy on
the Board.
(c) For so long as any Shareholder Party has the right to
nominate a director under this Agreement or a director nominated by such
Shareholder Party pursuant to Section 3.2 hereof continues to serve on the
Board, and provided that such Shareholder Party (and/or its Permitted
Transferees (as such term is defined in the Registration Rights Agreement))
continues to own shares of Westport Common Stock:
(i) the Company will give such Shareholder Party
written notice of each regularly scheduled meeting of its Board as far in
advance as such notice is required to be delivered to the directors (and at
least three business days prior to the date of each special meeting of the
Board);
(ii) the Board will permit up to two representatives
of each such Shareholder Party to attend as observers all meetings of the Board
(including any meetings of committees thereof) and, in the case of telephonic
meetings conducted in accordance with the Company's bylaws and applicable law,
each such Shareholder Party's representative(s) will be given the opportunity
to listen to such telephonic meetings;
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(iii) each Shareholder Party shall be permitted to
provide its representative(s) hereunder copies of all written materials and
other information (including, without limitation, copies of meeting minutes
and press releases) given to directors in connection with such meetings;
(iv) upon request of a Shareholder Party in
accordance with Section 4.1, the Company shall (1) deliver the materials and
other information described in the preceding paragraph directly to the
representative(s) of Shareholder Party named (and at the address(es) specified)
in such request and (2) deliver such materials and information to such
representative(s) at the same time such materials and information are given to
the directors (provided the timing of such request so allows) and continue to
provide such materials and information to such Shareholder Party's
representative(s) unless otherwise requested by such Shareholder Party in
accordance with Section 4.1;
(v) upon request of any director nominated by a
Shareholder Party pursuant to Section 3.2 hereof representing a Shareholder
Party who has the right to have representatives attend meetings of the Board as
an observer pursuant to this Section 3.2(c), the Company will give written
notice to such Shareholder Party (and to such Shareholder Party's
representative(s) identified pursuant to Section 3.2(c)(iv), if any) of any
action proposed to be taken by written consent in lieu of a meeting of the
Board or of any committee thereof, such notice to be delivered as soon as
reasonably practicable prior to the effective time of such consent and
describing in reasonable detail the nature and substance of such action; and
(vi) the Company will reimburse each Shareholder
Party that has observer rights under this Section 3.2(c) for all reasonable
expenses incurred by such Shareholder Party's representative(s) in connection
with attending meetings of the Board and committees thereof.
(d) Except as otherwise required by applicable law, any court
of competent jurisdiction or the rules or regulations of the New York Stock
Exchange, without the prior written consent of the Company, none of the Medicor
Group, ERI, the Belfer Group, nor any of their respective Affiliates, employees,
agents or representatives (including any representative serving as an observer
pursuant to Section 3.2(c) hereof) shall disclose to any third party any
information obtained about the Company, its operations or business which it may
have acquired pursuant to this Agreement (or through service as an observer
pursuant to Section 3.2(c) hereof); provided, that any information that is
otherwise publicly available, without breach of this provision, or has been
obtained from a third party without a breach of such third party's duties, shall
not be deemed confidential information. If requested by the Company, each
Shareholder Party shall cause any person serving as a representative of such
Shareholder Party pursuant to Section 3.2(c) hereof to execute a confidentiality
agreement on terms reasonably acceptable to the Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.1 Notices. Any notice required to be given hereunder shall be
sufficient if in writing, and sent by facsimile transmission and by courier
service (with proof of service), hand
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delivery or certified or registered mail (return receipt requested and
first-class postage prepaid), addressed as follows:
If to the Belfer Group or the Terminating Belfer Persons:
Xxxxxx X. Xxxxxx
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax Number: (000) 000-0000
Phone Number: (000) 000-0000
With a copy to:
Xxxxxxxx X. Xxxxxx
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax Number: (000) 000-0000
Phone Number: (000) 000-0000
If to Westport:
Xxxxxx X. Xxxx,
Chairman and Chief Executive Officer
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, XX. 00000
Fax Number: (000) 000-0000
Phone Number: (000) 000-0000
With a copy to:
Akin Gump Xxxxxxx Xxxxx & Xxxx LLP
0000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxxx, P.C.
Fax Number: (000) 000-0000
Phone Number: (000) 000-0000
If to the Medicor Group:
Medicor Foundation
Xxxxxxxxxxx 00
Postfach 130
9495 Triesen
Liechtenstein
Attention: Xxxxx X. Xxxxxx
Fax Number: (000) 000-0000
Phone Number: (000) 000-0000
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And to:
Westport Energy LLC
c/o Westport Investments Limited
Xxxxxx Manor
Xxxxxx Xxx
P.O. Box N-7776
Nassau, Bahamas
Fax Number: (000) 000-0000
With a copy to:
Xxxxxxx X. Xxxx
Xxxxxxxxx Xxxxxxx, LLP
0000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
And to:
Xxxxxxx Xxxxxxx
Xx. Xxxxxxx X. Xxxx Partners
Xxxxx Court
00 Xxxx Xxxxxx, Xx. Xxxxx'x
Xxxxxx, XX0X 0XX
Fax Number: 000.0.000.0000
Phone Number: 000.0.000.0000
If to ERI Investments, Inc.:
ERI Investments, Inc.
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Treasurer
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
With a copy to:
Xxxxxxx X. X'Xxxxxxxx
Vice President, General Counsel and Secretary
Equitable Resources, Inc.
Xxx Xxxxxx Xxxxxx, Xxxxx 0000
0
Xxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
And to:
Xxxxxxx X. Xxxxxxx, Esquire
Xxxx Xxxxx LLP
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Section 4.2. Termination. This Agreement shall terminate and shall
cease to be binding on the parties upon the earliest to occur of (i) with
respect to any Shareholder Party, the date on which such Shareholder Party
(together with its Permitted Transferees under the Registration Rights
Agreement, as such term is defined therein) no longer owns any shares of
Westport Common Stock and (ii) the date on which all of the parties hereto
mutually consent to terminate this Agreement in writing; provided, however, that
the provisions of Section 3.2(d) shall not terminate and shall remain in effect
indefinitely.
Section 4.3 Further Assurances. From time to time upon request by any
party hereto and without further consideration, each of the parties hereto
shall, and shall cause its agents, affiliates, and/or assigns to, execute,
deliver and acknowledge all such further instruments and do such further acts as
any other party hereto may reasonably require to evidence or implement this
Agreement.
Section 4.4 No Waiver; Remedies Cumulative. Any failure of any party
hereto to comply with any obligation, covenant, agreement or condition herein
may be waived by any other party hereto entitled to the benefit thereof only by
a written instrument signed by each party granting such waiver, but such waiver
or failure to insist upon strict compliance with such obligation,
representation, warranty, covenant, agreement or condition shall not operate as
a waiver of or estoppel with respect to any subsequent or other failure. The
rights, remedies, powers and privileges herein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.
Section 4.5 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Nevada, regardless of the
laws that might otherwise govern under applicable principles of conflicts of
laws thereof. The parties hereto agree that any suit, action or proceeding
arising out of, or with respect to, this Agreement or any judgment entered by
any court in respect thereof may be brought only in the courts of the State of
Nevada or the federal district courts located within the State of Nevada and the
parties hereto hereby accept the exclusive jurisdiction of those courts for the
purpose of any suit, action or proceeding.
Section 4.6 Counterparts. This Agreement may be executed in any number
of counterparts and by different parties in separate counterparts, and delivered
by means of
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facsimile transmission or otherwise, each of which when so executed and
delivered shall be deemed to be an original and all of which when taken together
shall constitute but one and the same agreement.
Section 4.7 Parties in Interest; Assignment. This Agreement and all of
the provisions hereof shall be binding upon and inure to the benefit of, and be
enforceable by, the parties hereto and their respective successors and permitted
assigns, but neither this Agreement nor any of the rights, interests or
obligations herein shall be assigned by any party hereto without the prior
written consent of each other party hereto, and any attempt to do so without
obtaining the required consent of such other parties shall be void. Nothing
herein expressed or implied is intended or shall be construed to confer upon or
give to any person other than the parties hereto and their respective successors
or permitted assigns, any rights or remedies under or by reason of this
Agreement.
Section 4.8 Entire Agreement. This Agreement contains all of the terms
of the understanding of the parties hereto with respect to the subject matter
hereof. This Agreement supersedes all prior agreements and understandings with
respect to its subject matter.
Section 4.9 Amendment. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto; provided, however,
that the terms of Article III hereof may be amended by an instrument in writing
signed by each of the parties hereto other than the Terminating Belfer Persons.
Section 4.10 Severability. If any provision of this Agreement shall be
held to be illegal, invalid or unenforceable under any applicable law, then such
contravention or invalidity shall not invalidate the entire Agreement. Such
provision shall be deemed to be modified to the extent necessary to render it
legal, valid and enforceable, and if no such modification shall render it legal,
valid and enforceable, then this Agreement shall be construed as if not
containing the provisions held to be invalid, and the rights and obligations of
the parties hereto shall be construed and enforced accordingly.
Section 4.11 Headings. The headings used herein are for convenience of
reference only, are not a part of this Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting, any
provision of this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Termination
and Voting Agreement and caused the same to be duly delivered on their behalf to
be effective as of the date first written above.
WESTPORT RESOURCES CORPORATION
By: /s/ Xxxxxx X. Xxxx
-------------------------------------------------
Name: Xxxxxx X. Xxxx
------------------------------------------------
Title: Chief Executive Officer
---------------------------------------------
WESTPORT ENERGY LLC
By: WESTPORT INVESTMENTS LIMITED, its
Managing Member
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxxx
------------------------------------------
Title: Duly Authorized Signatory
----------------------------------------
ERI INVESTMENTS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
-----------------------------------------------
Title: Vice President
----------------------------------------------
MEDICOR FOUNDATION
By: /s/ Xxxxx Xxxxxx
-------------------------------------------------
Name: Xxxxx Xxxxxx
-----------------------------------------------
Title: Member of the Foundation Board
----------------------------------------------
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------------------
Name: Xxxxx X. Johann
-----------------------------------------------
Title: Member of the Foundation Board/Secretary
---------------------------------------------
/s/ Xxxxxx X. Xxxxxx
-----------------------------------------------------
Xxxxxx X. Xxxxxx, individually
S-1
THE XXXXXX X. AND XXXXX X. XXXXXX FAMILY FOUNDATION
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Trustee and Donor
BELFER CORP.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
XXXXX HOLDINGS PARTNERSHIP, L.P.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: General Partner
LDB CORP.
By: /s/ Xxxxxxxx X. Xxxxxx
--------------------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: President
XXXXXX X. XXXXXX 1990 FAMILY TRUST
By: /s/ Xxxxxxxx X. Xxxxxx
--------------------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Trustee
S-2
VANTZ LIMITED PARTNERSHIP
By: VANTZ LLC,
its General Partner
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Managing Member
LDB TWO CORP.
By: /s/ Xxxxxxxx X. Xxxxxx
--------------------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: President
BELFER TWO CORP.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Member
LIZ PARTNERS, L.P.
By: LIZ ASSOCIATES LLC,
its General Partner
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Member
S-3
Solely for the purposes of Article I, Article II and Article
IV hereof:
/s/ Xxxx Xxxxx
-----------------------------------------------------
Xxxx Xxxxx, individually
XXXXX INVESTMENT GROUP, LLC
By: /s/ Xxxx Xxxxx
-------------------------------------------------
Name: Xxxx Xxxxx
Title: Manager and Member
XXXX & XXXXX XXXXX FOUNDATION
By: /s/ Xxxx Xxxxx
-------------------------------------------------
Name: Xxxx Xxxxx
Title: President
BELWEST PETROLEUM, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
A&B INVESTORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title:
THE XXXXXXXX X. XXXXXX FAMILY FOUNDATION
By: /s/ Xxxxxxxx X. Xxxxxx
--------------------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Trustee and Donor
S-4
EXHIBIT A
CERTAIN STOCKHOLDERS
The Xxxxxx X. and Xxxxx X. Xxxxxx Family Foundation
Xxxxxx X. Xxxxxx
Belfer Corp.
Xxxxx Holdings Partnership, L.P.
LDB Corp.
Xxxxxx X. Xxxxxx 1990 Family Trust
Vantz Limited Partnership
LDB Two Corp.
Belfer Two Corp.
Liz Partners, L.P.
EXHIBIT B
TERMINATING BELFER PERSONS
Xxxx Xxxxx
Xxxxx Investment Group, LLC
Xxxx & Xxxxx Xxxxx Foundation
Belwest Petroleum, Inc.
A&B Investors, Inc.
The Xxxxxxxx X. Xxxxxx Family Foundation
EXHIBIT C
THE SHAREHOLDERS AGREEMENT
[ATTACHED]
(Incorporated by reference from Exhibit 10.1 of Schedule 13D filed with the
Securities and Exchange Commission on February 14, 2003.)
