Exhibit 10.3
Donor Pledge Agreement
THIS DONOR PLEDGE AGREEMENT ("Agreement") is made as of this
28th day of March, 2003, by and among EQUITABLE PRODUCTION COMPANY, a
Pennsylvania corporation, NORESCO HOLDINGS, INC., a Delaware corporation,
NORESCO, LLC, a Delaware limited liability company, and EQUITABLE ENERGY, LLC, a
Delaware limited liability company (hereinafter collectively referred to as
"Donors"), and EQUITABLE RESOURCES FOUNDATION, INC., a tax-exempt, charitable
foundation incorporated under the laws of the Commonwealth of Pennsylvania
(hereinafter referred to as the "Foundation").
WITNESSETH:
WHEREAS, Equitable Resources, Inc. ("Equitable"), the ultimate
parent of the Donors, has organized and established the Foundation, which will
make charitable grants in the communities where the Donors do business; and
WHEREAS, NORESCO Holdings, Inc. is the parent company of
NORESCO, LLC and Equitable Energy, LLC; and
WHEREAS, Equitable Production Company, NORESCO, LLC and
Equitable Energy, LLC have indicated a desire to make a current cumulative
charitable gift of approximately Seventeen Million Dollars ($17,000,000)
(hereinafter referred to as the "Commitment") to pre-fund the charitable giving
commitments to the communities where they and their affiliated companies do
business for a ten year period; and
WHEREAS, NORESCO Holdings, Inc. intends to satisfy any current
charitable gifts that are to be made on behalf of NORESCO, LLC and Equitable
Energy, LLC; and
WHEREAS, the Donors intend to satisfy the Commitment by
donating shares of the common stock, par value $0.01 per share, of Westport
Resources Corporation (hereinafter referred to as the "Stock") to the Foundation
rather than cash, such Stock having been contributed to the capital of Equitable
Production Company and NORESCO Holdings, Inc. by ERI Investments, Inc.; and
NOW, THEREFORE intending to be legally bound, the parties
hereto agree as follows:
FIRST: Equitable Production Company irrevocably commits to
make donations of 575,000 shares of Stock to the undation during the year 2003.
SECOND: NORESCO Holdings, Inc. irrevocably commits to make
donations of 330,000 shares of Stock to the Foundation during the year 2003, on
behalf of NORESCO, LLC and Equitable Energy, LLC.
THIRD: The Donors irrevocably commit to cause the cumulative
donations of 905,000 shares of Stock to the Foundation to occur no later than
the earlier of April 15, 2003 or, if Rule 144 under the Securities Act of 1933,
as amended ("Rule 144"), limits the amount of shares of Stock that can be sold
by the Foundation during the three-month period after the date of the gift,
within fifteen days after the expiration of the first Rule 144 volume limitation
period when the remaining shares of Stock can be sold by the Foundation.
FOURTH: Equitable Production Company and NORESCO Holdings,
Inc. shall authorize and execute any agreements or documents necessary to allow
the Foundation to sell any donated Stock under Rule 144 and further agree that
the Donors will not sell any amounts of Stock that would cause the Foundation to
be unable to sell any donated Stock under Rule 144.
This Agreement is executed as of the date first written above.
[SIGNATURE PAGE FOLLOWS]
DONORS:
ATTEST: EQUITABLE PRODUCTION COMPANY
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Asst. Secretary Asst. Treasurer
ATTEST: NORESCO HOLDINGS, INC.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Asst. Secretary Asst. Treasurer
ATTEST: NORESCO, LLC
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Asst. Secretary Asst. Treasurer
ATTEST: EQUITABLE ENERGY, LLC
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Asst. Secretary Asst. Treasurer
FOUNDATION:
ATTEST: EQUITABLE RESOURCES FOUNDATION, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
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Secretary Treasurer
