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Exhibit 99 (c)(2)
AGREEMENT, dated as of August 25, 1999, among CPN SHERIDAN,
INC., a Delaware corporation ("Buyer"), CALPINE CORPORATION, a
Delaware corporation ("Parent") and the parent of Buyer, and
the holders (the "Stockholders") of the shares of common
stock, $0.01 par value (the "Shares"), of SHERIDAN ENERGY,
INC., a Delaware corporation (the "Company"), listed on the
signature pages hereof.
In order to induce Buyer and certain of its affiliates to
enter into an agreement and plan of merger, dated as of the date hereof (the
"Merger Agreement"), with the Company, Buyer has requested the Stockholders, and
the Stockholders have agreed, to enter into this Agreement.
The parties hereto agree as follows:
ARTICLE I
STOCK OPTION
SECTION 1.1. Grant of Stock Option. Subject to the terms and
conditions set forth herein, each of the Stockholders hereby grants to Buyer an
irrevocable option (collectively, the "Option") to purchase the number of shares
opposite such Stockholder's name on the signature pages hereto and any
additional Shares acquired by such Stockholder in any capacity (whether by
exercise of options, warrants or rights, the conversion or exchange of
convertible or exchangeable securities or by means of a purchase, dividend,
distribution or otherwise) (such "Stockholder's Shares" and, collectively, the
"Stockholder Shares") at a purchase price of $5.50 per Stockholder Share (as
adjusted pursuant to Section 1.6, the "Purchase Price").
SECTION 1.2. Exercise of Option. (a) Subject to the conditions
set forth in Section 1.5 hereof, the Option may be exercised by Buyer, in whole
but not in part, at any time after the date hereof and prior to the 20th
business day after the termination of the Merger Agreement in accordance with
the terms thereof if, but only if, the termination of the Merger Agreement did
not result from the material breach thereof by Buyer or Parent. In the event
Buyer wishes to exercise the Option other than pursuant to the Offer (as defined
in the Merger Agreement), Buyer shall send a written notice (the "Exercise
Notice") to the Stockholders stating that it will purchase pursuant to such
exercise all of the Stockholder Shares and the place, the date (not less than
one nor more than five business days from the date of the Exercise Notice) and
the time for the closing of such purchase; provided that such date and time may
be earlier than one day after the Exercise Notice if reasonably practicable. The
closing of the purchase of the Stockholder Shares pursuant to this Section
1.2(a) (the "Closing") shall take place at the place, on the date and at the
time designated by Buyer in its Exercise Notice, provided that if, at the date
of the Closing herein provided for, the conditions set forth in Section 1.5(ii)
or (iii) shall not have been satisfied (or waived), Buyer may postpone the
Closing until a date within five
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business days after such conditions are satisfied but in no event to a date
beyond June 30, 2000; provided further that, if (1) Buyer exercises the Option
and postpones the Closing on account of the condition set forth in Section
1.5(iii) not being satisfied and (2) a governmental entity has issued a final,
nonappealable permanent injunction prohibiting exercise of the Option or the
condition set forth in subclause (y) of Section 1.5(iii) exists, Buyer may not
further postpone the Closing and the Option shall automatically terminate.
(b) Buyer shall not be under any obligation to deliver any
Exercise Notice and may allow the Option to terminate without purchasing any
Stockholder Shares hereunder; provided however that once Buyer has delivered to
the Stockholders an Exercise Notice, subject to the terms and conditions of this
Agreement, Buyer shall be bound to effect the purchase as described in such
Exercise Notice.
SECTION 1.3. Closing. At the Closing, (a) each Stockholder
shall deliver to Buyer (in accordance with Buyer's instructions) a certificate
or certificates (the "Certificates") representing all of such Stockholder's
Shares, duly endorsed or accompanied by stock powers duly executed in blank and
(b) Buyer shall pay to such Stockholder, by wire transfer in immediately
available funds to the account such Stockholder specifies in writing no less
than two business days prior to the Closing, an amount equal to (i) the number
of such Stockholder's Shares being purchased at such Closing multiplied by (ii)
the Purchase Price (the "Purchase Amount").
SECTION 1.4. Agreement to Tender. Each of the Stockholders
hereby agrees to validly tender (or cause the record owner of such shares to
validly tender) in the Offer (defined in the Merger Agreement) within 20 days of
the receipt of Buyer's offer to purchase relating to the Offer such
Stockholder's Shares. Upon receipt of written instructions from the Buyer, each
Stockholder shall promptly deliver to the depositary (the "Depositary")
designated in the Offer (i) a letter of transmittal with respect to such
Stockholder's Shares complying with the terms of the Offer together with
instructions directing the Depositary to make payment for such Shares directly
to the Stockholder (but if such Shares are not accepted for payment or are
withdrawn and are to be returned pursuant to the Offer, to return such Shares to
such Stockholder whereupon they shall continue to be held by such Stockholder
subject to the terms and conditions of this Agreement), (ii) the Certificates
representing such Stockholder's Shares and (iii) all other documents or
instruments required to be delivered pursuant to the terms of the Offer (such
documents in clauses (i) through (iii) collectively being hereinafter referred
to as the "Tender Documents"). No tender pursuant to this Section 1.4 will
excuse any of the obligations of the Stockholders hereunder. Notwithstanding
anything to the contrary set forth herein, no Stockholder shall be required to
tender such Stockholder's Shares in the Offer if the per Share consideration to
be paid by Buyer pursuant to the Offer is less than $5.50 per Share in cash.
SECTION 1.5. Conditions. The obligation of each Stockholder to
sell such Stockholder's Shares at any Closing is subject to the following
conditions:
(i) The representations and warranties of Buyer contained in
Article IV shall be true and correct in all material respects on the
date thereof as if made on such date;
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(ii) If applicable, all waiting periods under the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and
the rules and regulations promulgated thereunder (the "HSR Act")
applicable to such exercise of the Option shall have expired or been
terminated;
(iii) (x) There shall be no preliminary or permanent
injunction or other order, decree or ruling issued by a court of
competent jurisdiction or by a governmental, regulatory or
administrative agency or commission, (y) nor any statute, rule,
regulation or order promulgated or enacted by any governmental
authority, prohibiting or otherwise restraining such exercise of the
Option; and
(iv) The Buyer shall have commenced the Offer.
SECTION 1.6. Adjustment Upon Changes in Capitalization or
Merger. (a) In the event of any change in the Company's capital stock by reason
of stock dividends, stock splits, mergers, consolidations, recapitalizations,
combinations, conversions, exchanges of shares, extraordinary or liquidating
dividends, or other changes in the corporate or capital structure of the Company
which would have the effect of diluting or changing the Buyer's rights
hereunder, the number and kind of shares or securities subject to the Option and
the purchase price per Stockholder Share (but not the total purchase price)
shall be appropriately and equitably adjusted so that the Buyer shall receive
upon exercise of the Option the number and class of shares or other securities
or property that the Buyer would have received in respect of the Stockholder
Shares purchasable upon exercise of the Option if the Option had been exercised
immediately prior to such event. Each Stockholder shall take such steps in
connection with such consolidation, merger, liquidation or other such action as
may be necessary to assure that the provisions hereof shall thereafter apply as
nearly as possible to any securities or property thereafter deliverable upon
exercise of the Option.
(b) In the event the consideration per Share to be paid by
Buyer pursuant to the Offer is increased, the Purchase Price shall be similarly
increased and in the event the Closing hereunder shall have occurred, Buyer
shall promptly pay to each Stockholder the product of the amount of such
increase in the Purchase Price multiplied by the number of such Stockholder's
Shares as to which the Option has been exercised.
ARTICLE II
GRANT OF PROXY
SECTION 2.1. Proxy. Each Stockholder hereby revokes any and
all previous proxies granted with respect to such Stockholder's Shares. Each
Stockholder, by this Agreement, with respect to such Stockholder's Shares, does
hereby constitute and appoint Buyer, or any nominee of Buyer, with full power of
substitution, as its true and lawful attorney and proxy, for and in its name,
place and stead, to vote each of such Stockholder's Shares as its proxy, at
every annual, special or adjourned meeting, or solicitation of consents, of the
stockholders of the Company (including the right to sign its name (as
stockholder) to any consent, certificate or other document relating to the
Company that the law of the State of
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Delaware may permit or require) (i) in favor of the adoption of the Merger
Agreement and this Agreement and approval of the Merger and the other
transactions contemplated hereby and by the Merger Agreement, (ii) against any
proposal for any recapitalization, merger, sale of assets or other business
combination between the Company and any person or entity (other than the Merger)
or any other action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement not being fulfilled, and (iii) in favor of any other
matter relating to consummation of the transactions contemplated by the Merger
Agreement and this Agreement. Each Stockholder further agrees to cause such
Stockholder's Shares that are outstanding and owned by it beneficially to be
voted in accordance with the foregoing. The proxy granted by each Stockholder
pursuant to this Article II is irrevocable and is granted in consideration of
Buyer's entering into this Agreement and the Merger Agreement; provided,
however, that such proxy shall be revoked upon the earlier of (i) termination of
this Agreement in accordance with its terms and (ii) the purchase of the
Stockholder Shares pursuant to the Offer.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF THE STOCKHOLDERS
Each of the Stockholders severally represents and warrants to
the Buyer that:
SECTION 3.1. Valid Title. Such Stockholder is the sole, true,
lawful and beneficial owner of such Stockholder's Shares with no restrictions on
such Stockholder's voting rights or rights of disposition pertaining thereto. At
any Closing, such Stockholder will convey good and valid title to such
Stockholder's Shares being purchased free and clear of any and all claims,
liens, charges, encumbrances and security interests. None of such Stockholder's
Shares is subject to any voting trust or other agreement or arrangement with
respect to the voting of such Shares (other than, to the extent applicable to
such Stockholder, the Shareholders' Agreement dated as of December 15, 1997
among the Company and certain of the Stockholders).
SECTION 3.2. Non-Contravention. The execution, delivery and
performance by such Stockholder of this Agreement and the consummation of the
transactions contemplated hereby (i) are within such Stockholder's powers, have
been duly authorized by all necessary action (including any consultation,
approval or other action by or with any other person), (ii) require no action by
or in respect of, or filing with, any governmental body, agency, official or
authority (except as required under the HSR Act), and (iii) do not and will not
contravene or constitute a default under, or give rise to a right of
termination, cancellation or acceleration of any right or obligation of such
Stockholder or to a loss of any benefit of such Stockholder under, any provision
of applicable law or regulation or of any agreement, judgment, injunction,
order, decree, or other instrument binding on such Stockholder or result in the
imposition of any lien on any asset of such Stockholder except, in the case of
clause (iii) above, any such contraventions, defaults, rights, losses or liens
that, individually or in the aggregate, could not reasonably be expected to (A)
have a material adverse effect on such Stockholder, (B) impair the ability of
such Stockholder to perform its obligations hereunder or (C) prevent or
materially delay the consummation of any of the transactions contemplated
hereby.
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SECTION 3.3. Binding Effect. This Agreement has been duly
executed and delivered by such Stockholder and is the valid and binding
agreement of such Stockholder, enforceable against such Stockholder in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, moratorium or other similar laws relating to creditors' rights
generally. If this Agreement is being executed in a representative or fiduciary
capacity, the person signing this Agreement has full power and authority to
enter into and perform such Agreement.
SECTION 3.4. Total Shares. Such Stockholder is the record and
Beneficial Owner of the number of Shares, the number of shares of Preferred
Stock (defined in the Merger Agreement) and the number of Warrants (defined in
the Merger Agreement) set forth next to such Stockholder's name on the signature
pages hereto. Such Shares, such shares of Preferred Stock and such Warrants
constitute all of the Shares, all of the shares of Preferred Stock and all of
the Warrants owned of record or Beneficially Owned by such Stockholder. Except
as set forth on such signature pages, neither such Stockholder nor any
beneficial owner or owners of such Stockholder's Shares own any options to
purchase or rights to subscribe for or otherwise acquire any securities of the
Company. Each Stockholder has sole voting power and sole power to issue
instructions with respect to the matters set forth in Article II of this
Agreement, sole power of disposition, sole power of conversion, sole power to
demand appraisal rights and sole power to agree to all of the matters set forth
in this Agreement, in each case with respect to all of the Shares, and, to the
extent applicable, all shares of Preferred Stock and all Warrants, beneficially
owned by such Stockholder with no limitations, qualifications or restrictions on
such rights, subject to applicable securities laws and the terms of this
Agreement. The terms "Beneficially Own" or "Beneficial Ownership" with respect
to any securities shall mean having "beneficial ownership" of such securities as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended.
SECTION 3.5. Finder's Fees. No investment banker, broker or
finder is entitled to a commission or fee from Buyer or the Company in respect
of this Agreement based upon any arrangement or agreement made by or on behalf
of such Stockholder.
ARTICLE IV
REPRESENTATIONS AND
WARRANTIES OF BUYER AND PARENT
Each of Parent and Buyer represents and warrants to each of
the Stockholders:
SECTION 4.1. Corporate Power and Authority. Such entity has
all requisite corporate power and authority to enter into this Agreement and to
perform its obligations hereunder. The execution, delivery and performance by
such entity of this Agreement and the consummation by such entity of the
transactions contemplated hereby have been duly authorized by the board of
directors of such entity and no other corporate action on the part of such
entity is necessary to authorize the execution, delivery or performance by such
entity of this Agreement and the consummation by such entity of the transactions
contemplated hereby. This Agreement has been duly executed and delivered by such
entity and is a valid and binding agreement of such
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entity, enforceable against it in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, moratorium or other
similar laws relating to creditors' rights generally.
SECTION 4.2. Acquisition for Buyer's Account. The Stockholder
Shares to be acquired upon exercise of the Option will be acquired by Buyer for
its own account and not with a view to the public distribution thereof and will
not be transferred except in compliance with the Securities Act of 1933, as
amended, and other applicable securities laws. Parent and Buyer acknowledge and
agree that no Stockholder has or is making any representations or warranties
concerning the Company, including by reason of such Stockholder's execution of
this Agreement or otherwise.
ARTICLE V
COVENANTS OF THE STOCKHOLDERS
Each of the Stockholders hereby covenants and agrees that:
SECTION 5.1. No Proxies for or Encumbrances on Stockholder
Shares. Except pursuant to the terms of this Agreement, such Stockholder shall
not, without the prior written consent of Buyer, directly or indirectly, (i)
grant any proxies or enter into any voting trust or other agreement or
arrangement with respect to the voting of any Shares or (ii) acquire, sell,
assign, transfer, encumber or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding with respect to the direct or
indirect acquisition or sale, assignment, transfer, encumbrance or other
disposition of, any Shares, any shares of Preferred Stock or any Warrants during
the term of this Agreement. Such Stockholder shall not seek or solicit any such
acquisition or sale, assignment, transfer, encumbrance or other disposition or
any such contract, option or other arrangement or assignment or understanding
and agrees to notify Buyer promptly and to provide all details requested by
Buyer if (x) such Stockholder shall be approached or solicited, directly or
indirectly, by any person with respect to any of the foregoing and (y) a
representative of such Stockholder having direct working knowledge of this
Agreement has knowledge of such third party approach or solicitation.
SECTION 5.2. No Shopping. Such Stockholder shall not directly
or indirectly (i) solicit, initiate or encourage (or authorize any person to
solicit, initiate or encourage) any inquiry, proposal or offer from any person
to acquire the business, property or capital stock of the Company or any direct
or indirect subsidiary thereof, or any acquisition of a substantial equity
interest in, or a substantial amount of the assets of, the Company or any direct
or indirect subsidiary thereof, whether by merger, purchase of assets, tender
offer or other transaction or (ii) subject to the fiduciary duties under
applicable law of such Stockholder as a director of the Company (if such
Stockholder is such a director), participate in any discussion or negotiations
regarding, or furnish to any other person any information with respect to, or
otherwise cooperate in any way with, or participate in, facilitate or encourage
any effort or attempt by any other person to do or seek any of the foregoing.
Such Stockholder shall promptly advise Buyer of the terms of any communications
it may receive relating to any of the foregoing if a representative of
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such Stockholder having direct working knowledge of this Agreement has knowledge
of such communications.
SECTION 5.3. Conduct of Stockholders. Such Stockholder will
not (i) take, agree or commit to take any action that would make any
representation and warranty of such Stockholder hereunder inaccurate in any
respect as of any time prior to the termination of this Agreement or (ii) omit,
or agree or commit to omit, to take any commercially reasonable action necessary
to prevent any such representation or warranty from being inaccurate in any
respect at any such time.
SECTION 5.4. Disclosure. Each Stockholder hereby permits Buyer
to publish and disclose in the offer documents and, if approval of the Company's
shareholders is required under applicable law, a proxy statement (including all
documents and schedules filed with the SEC) their identity and ownership of the
Shares and the nature of their commitments, arrangements and understandings
under this Agreement.
SECTION 5.5. Preferred Stock; Warrants. Such Stockholder will
sell and transfer, and the Buyer agrees to purchase or to cause the Company to
purchase and redeem, all of the shares of Preferred Stock, if any, owned of
record or Beneficially Owned by such Stockholder, at a price per share of
Preferred Stock equal to $10.10, plus all accrued and unpaid dividends thereon
(whether or not declared), promptly (but in no event more than one business day)
following the consummation of the Offer. In addition, such Stockholder will
transfer and surrender to the Company for cancellation for no additional
consideration all of the Warrants, if any, owned of record or Beneficially Owned
by such Stockholder, promptly (but in no event more than one business day)
following consummation of the Offer; provided that, if Buyer increases the
consideration per Share to be paid pursuant to the Offer to an amount that
exceeds the exercise price of the Warrants, Buyer shall pay, or cause the
Company to pay, to such Stockholder an amount equal to the aggregate net in the
money value of such Warrants, in connection with the transfer and surrender
thereof. If Buyer exercises the Option, at the Closing and in addition to
purchasing such Stockholder's Shares, Buyer shall purchase from such
Stockholder, and such Stockholder shall sell to Buyer, simultaneously with the
purchase of such Stockholder's Shares, all of the shares of Preferred Stock, if
any, owned of record or Beneficially Owned by such Stockholder, at a price per
share of Preferred Stock equal to $10.10, plus all accrued and unpaid dividends
thereon (whether or not declared).
ARTICLE VI
MISCELLANEOUS
SECTION 6.1. Expenses. All costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring such cost or
expense.
SECTION 6.2. Further Assurances. In the event the Buyer
exercises the Option, the Buyer and the Stockholders will each execute and
deliver or cause to be executed and delivered all further documents and
instruments and use its commercially reasonable efforts to secure such consents
and take all such further action as may be reasonably necessary in order to
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consummate the transactions contemplated hereby or to enable the Buyer and any
assignee to exercise and enjoy all benefits and rights of the Stockholders with
respect to the Option and the Stockholder Shares.
SECTION 6.3. Additional Agreements. Subject to the terms and
conditions of this Agreement, each of the parties hereto agrees to use all
commercially reasonable efforts to take, or cause to be taken, all action and to
do, or cause to be done, all things necessary, proper or advisable under
applicable laws and regulations and which may be required under any agreements,
contracts, commitments, instruments, understandings, arrangements or
restrictions of any kind to which such party is a party or by which such party
is governed or bound, to consummate and make effective the transactions
contemplated by this Agreement.
SECTION 6.4. Specific Performance. The parties hereto agree
that the Buyer may be irreparably damaged if for any reason any Stockholder
failed to sell such Stockholder's Shares (or other securities deliverable
pursuant to Section 1.5 or Section 5.5) upon exercise of the Option or to
perform any of its other obligations under this Agreement, and that the Buyer
would not have an adequate remedy at law for money damages in such event.
Accordingly, the Buyer shall be entitled to specific performance and injunctive
and other equitable relief to enforce the performance of this Agreement by each
Stockholder. This provision is without prejudice to any other rights that the
Buyer may have against any Stockholder for any failure to perform its
obligations under this Agreement.
SECTION 6.5. Notices. All notices, requests, claims, demands
and other communications hereunder shall be deemed to have been duly given when
delivered in person, by telecopy, or by registered or certified mail (postage
prepaid, return receipt requested) to such party at its address set forth on the
signature page hereto.
SECTION 6.6. Survival of Representations and Warranties. All
representations and warranties contained in this Agreement shall survive
delivery of and payment for the Stockholder Shares.
SECTION 6.7. Amendments. This Agreement may not be modified,
amended, altered or supplemented, except upon the execution and delivery of a
written agreement executed by the parties hereto.
SECTION 6.8. Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, provided that Buyer may assign its
rights and obligations to any affiliate of Buyer and provided, further, that no
Stockholder may assign, delegate or otherwise transfer any of its rights or
obligations under this Agreement without the consent of the Buyer.
SECTION 6.9. Governing Law. This Agreement shall be construed
in accordance with and governed by the law of the State of Delaware without
giving effect to the principles of conflicts of laws thereof.
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SECTION 6.10. Obligations of Buyer. Parent will take all
action necessary to cause Buyer to perform its obligations hereunder and, if the
Option is exercised, to consummate the purchase by Buyer of the Stockholder
Shares on the terms and conditions set forth in this Agreement.
SECTION 6.11. Counterparts; Effectiveness; Termination. This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. This Agreement shall become effective when each party
hereto shall have received counterparts hereof signed by all of the other
parties hereto. This Agreement shall terminate and be of no further force or
effect upon the earlier of (i) the twentieth business day following the
termination of the Merger Agreement unless the Option has been properly
exercised on or prior to such date, and (ii) December 31, 1999 unless the Option
has been properly exercised prior to such date.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.
CALPINE CORPORATION
By: /s/ Xxxx X. Xxxx
---------------------------------------
Name: Xxxx X. Xxxx
Title: Vice-President - Business Development
00 Xxxx Xxx Xxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxx
Fax: (000) 000-0000
CPN SHERIDAN, INC.
By: /s/ Xxxx X. Xxxx
---------------------------------------
Name: Xxxx X. Xxxx
Title: Vice-President - Business Development
00 Xxxx Xxx Xxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxx
Fax: (000) 000-0000
Preferred
Shares Options Stock Warrants THE SUSSKIND FAMILY TRUST
------ ------- ----- -------- -------------------------
1,000,037 - - -
By: /s/ Xxxxxxx X. Xxxxxxxx, Trustee
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
By: /s/ Xxxxx Xxxxxxxx, Trustee
--------------------------------
Name: Xxxxx Xxxxxxxx
000 X. Xxxxxxx Xxx.
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx
and Xxxxx Xxxxxxxx
Fax: (000) 000-0000
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Preferred JOINT ENERGY DEVELOPMENT INVESTMENTS
Shares Options Stock Warrants LIMITED PARTNERSHIP
------ ------- ----- -------- -------------------
850,000* 150,000*
By: Enron Capital Management
Limited Partnership, its General Partner
By: Enron Capital Corp., its General Partner
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
0000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx
Fax: (000) 000-0000
(*) Includes 382,500 shares and 67,500 Warrants held of record by JEDI
Hydrocarbon Investments I Limited Partnership ("JEDI Hydrocarbon"), which
has been dissolved. All assets of JEDI Hydrocarbon, including such Shares
and Warrants, were transferred to Joint Energy Development Investments
Limited Partnership upon JEDI Hydrocarbon's dissolution.
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Preferred SUNDANCE ASSETS, L.P.
Shares Options Stock Warrants
------ ------- ----- --------
1,600,000* 1,139,586.25* By: Ponderosa Assets, L.P., its General Partner
By: Enron Ponderosa Management Holdings,
Inc., its General Partner
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
0000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx
Fax: (000) 000-0000
ENRON CAPITAL & TRADE RESOURCES CORP.
By: /s/ Xxxxxxx X. Xxxx
----------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
0000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx
Fax: (000) 000-0000
(*) These shares and the Preferred Stock are beneficially owned by Sundance
Assets, L.P. and are owned of record by Enron Capital & Trade Resources
Corp.
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Preferred
Shares Options Stock Warrants
------ ------- ----- --------
25,000 60,000 - - /s/ Xxxxxxx X. Xxxxxxx
----------------------
Name: Xxxxxxx X. Xxxxxxx
0000 Xxxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
Fax: (000) 000-0000
Preferred
Shares Options Stock Warrants
------ ------- ----- --------
13,000 300,000 - - /s/ X.X. Xxxxxxxx
-----------------
Name: X.X. Xxxxxxxx
0000 Xxxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: X.X. Xxxxxxxx
Fax: (000) 000-0000
Preferred
Shares Options Stock Warrants
------ ------- ----- --------
4,500 40,000 - - /s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxxx X. Xxxxxxxx
0000 Xxxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx
Fax: (000) 000-0000
Preferred
Shares Options Stock Warrants
------ ------- ----- --------
- 25,000 - - /s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxxx X. Xxxxxxxx
000 X. Xxxxxxx Xxx.
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx
Fax: (000) 000-0000
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