-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KV8OvnkPYIBPz2/gzSUTZ2yIHIosLUlPPIMOMri8PUjLIgwQEZCaqS68S9BBgRkj bTj1S0rXlFHmWZIv9vcKKQ== 0001047469-03-012245.txt : 20030407 0001047469-03-012245.hdr.sgml : 20030407 20030407172553 ACCESSION NUMBER: 0001047469-03-012245 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20030407 GROUP MEMBERS: DAVID L. PORGES GROUP MEMBERS: EQUITABLE PRODUCTION COMPANY GROUP MEMBERS: EQUITABLE RESOURCES FOUNDATION, INC GROUP MEMBERS: EQUITABLE RESOURCES, INC. GROUP MEMBERS: ERI INVESTMENTS, INC. GROUP MEMBERS: MURRY S. GERBER GROUP MEMBERS: NORESCO HOLDING, INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EQUITABLE RESOURCES INC /PA/ CENTRAL INDEX KEY: 0000033213 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 250464690 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE OXFORD CENTRE STREET 2: 301 GRANT ST SUITE 3300 CITY: PITTSBURGH STATE: PA ZIP: 15219 BUSINESS PHONE: 4125535700 MAIL ADDRESS: STREET 1: 301 GRANT ST SUITE 3300 CITY: PITTSBURGH STATE: PA ZIP: 15219 FORMER COMPANY: FORMER CONFORMED NAME: EQUITABLE GAS CO DATE OF NAME CHANGE: 19841120 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTPORT RESOURCES CORP /NV/ CENTRAL INDEX KEY: 0000889005 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 133869719 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49696 FILM NUMBER: 03641954 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVE STREET 2: 46TH FL CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2126442200 MAIL ADDRESS: STREET 1: 767 FIFTH AVE STREET 2: 46TH FL CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: BELCO OIL & GAS CORP DATE OF NAME CHANGE: 19960207 SC 13D/A 1 a2107755zsc13da.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (AMENDMENT NO.1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) WESTPORT RESOURCES CORPORATION (FORMERLY KNOWN AS BELCO OIL & GAS CORP.) ---------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.O1 PAR VALUE PER SHARE ---------------------------------------------------------------- (Title of Class of Securities) 961418100 ---------------------------------------------------------------- (CUSIP Number) C/O HOWARD L. BOIGON 1670 BROADWAY STREET SUITE 2800 DENVER, COLORADO 80202 (303) 573-5404 ---------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) COPY TO: STEPHEN W. JOHNSON, ESQUIRE REED SMITH LLP 435 SIXTH AVENUE PITTSBURGH, PENNSYLVANIA 15219 (412) 288-3131 April 7, 2003 ---------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. The total number of shares of Common Stock (as defined herein) reported herein is 35,595,708, which constitutes 53.2% of the total number of shares outstanding as of March 3, 2003, as identified in Westport Resources Corporation's Form 10-K filed on March 10, 2003. Ownership percentages set forth herein assume that at March 3, 2003, there were 66,793,522 shares of Common Stock of Issuer (as defined herein) outstanding, 2,930,000 shares of Preferred Stock, par value $0.01 per share ("Preferred Stock"), outstanding and convertible into 1,364,779 shares of Common Stock, at a conversion rate of 0.465795 shares of Common Stock per share of Preferred Stock. -2- CUSIP No. 961418100 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ERI Investments, Inc. 51-0370098 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS See Item 3 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 13,049,502 ------------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0(1) EACH ------------------------------------------------------- REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 13,049,502 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- -3- 1l AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,049,502(1) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.54% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- (1) ERI Investments, Inc. ("ERI") disclaims beneficial ownership of 21,678,056 shares of Westport Resources Corporation ("Issuer") Common Stock that are subject to the Third Amended and Restated Shareholders Agreement, dated as of February 14, 2003 among Westport Resources Corporation, ERI, Westport Energy LLC ("WELLC"), Medicor Foundation and certain stockholders of the Issuer named therein (the "Shareholders Agreement"). The share amounts reflected in this Amendment No.1 to Schedule 13D are derived from Issuer's Proxy Statement filed on January 31, 2003. ERI owns 13,006,152 shares of Issuer Common Stock directly. Equitable Production Company ("EQT Production") and NORESCO Holdings, Inc. ("NORESCO"), each a wholly owned subsidiary of ERI, directly own 27,550 shares and 15,800 shares of Issuer Common Stock, respectively. -4- CUSIP No. 961418100 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Equitable Resources, Inc. 25-0464690 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS See Item 3 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 13,049,502(2) ------------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0(3) EACH ------------------------------------------------------- REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 13,049,502(2) ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- -5- 1l AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,049,502(3) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.54% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- (2) Includes 13,006,152 shares of Issuer Common Stock held by ERI, a wholly owned subsidiary of Equitable Resources, Inc. ("Equitable"), subject to the Shareholders Agreement, and 27,550 shares and 15,800 shares of Issuer Common Stock held by EQT Production and NORESCO, respectively, each a wholly owned subsidiary of ERI, which were acquired by capital contribution from ERI on March 28, 2003. Equitable may be deemed to beneficially own these shares. Equitable disclaims beneficial ownership of the shares of Issuer Common Stock held by ERI, EQT Production and NORESCO. (3) Equitable disclaims beneficial ownership of 21,678,056 shares of Issuer Common Stock held by the other shareholders of Issuer that are subject to the Shareholders Agreement. -6- CUSIP No. 961418100 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Murry S. Gerber - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS See Item 3 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 13,056,002(4) ------------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0(5) EACH ------------------------------------------------------- REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 13,056,002(4) ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 1l AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -7- 13,056,002(5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.55% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- (4) Includes (i) 13,006,152 shares of Issuer Common Stock held by ERI, a wholly owned subsidiary of Equitable, subject to the Shareholders Agreement, beneficial ownership of which shares may be attributable to Murry S. Gerber, Chairman, President and CEO of Equitable, (ii) 27,550 shares and 15,800 shares of Issuer Common Stock held by EQT Production and NORESCO, respectively, which were acquired by capital contribution from ERI, a wholly owned subsidiary of Equitable, beneficial ownership of which shares may be attributable to Murry S. Gerber, Chairman, President and CEO of Equitable, and (iii) 6,500 shares of Issuer Common Stock held by Mr. Gerber directly. Mr. Gerber disclaims beneficial ownership of 13,049,502 shares of Issuer Common Stock held by ERI, EQT Production and NORESCO. (5) Murry S. Gerber disclaims beneficial ownership of 21,678,056 shares of Issuer Common Stock held by the other shareholders of Issuer that are subject to the Shareholders Agreement. -8- CUSIP No. 961418100 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David L. Porges - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS See Item 3 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 13,051,502(6) ------------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0(7) EACH ------------------------------------------------------- REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 13,051,502(6) ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 1l AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -9- 13,051,502(7) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.54% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- (6) Includes (i) 13,006,152 shares of Issuer Common Stock held by ERI, a wholly owned subsidiary of Equitable, subject to the Shareholders Agreement, beneficial ownership of which shares may be attributable to David L. Porges, Executive Vice President and Chief Financial Officer of Equitable, (ii) 27,550 shares and 15,800 shares of Issuer Common Stock held by EQT Production and NORESCO, respectively, which were acquired by capital contribution from ERI, a wholly owned subsidiary of Equitable, beneficial ownership of which shares may be attributable to David L. Porges, Executive Vice President and Chief Financial Officer of Equitable, and (iii) 2,000 shares of Issuer Common Stock directly held by Mr. Porges. Mr. Porges disclaims beneficial ownership of 13,049,502 shares of Issuer Common Stock held by ERI, EQT Production and NORESCO. (7) David L. Porges disclaims beneficial ownership of 21,678,056 of shares of Issuer Common Stock held by the other shareholders of Issuer that are subject to the Shareholders Agreement. -10- CUSIP No. 961418100 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Equitable Production Company 25-0724685 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS See Item 3 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 27,550(8) ------------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0(9) EACH ------------------------------------------------------- REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 27,550(8) ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- -11- 1l AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,550(9) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .04% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- (8) On March 31, 2003, EQT Production donated 547,450 shares of Issuer Common Stock to the Foundation (as defined herein) that had been acquired by capital contribution from ERI on March 28, 2003. (9) EQT Production disclaims beneficial ownership of 21,678,056 of shares of Issuer Common Stock held by the other shareholders of Issuer that are subject to the Shareholders Agreement. -12- CUSIP No. 961418100 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) NORESCO Holdings, Inc. 04-3584666 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS See Item 3 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 15,800(10) ------------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0(11) EACH ------------------------------------------------------- REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 15,800(10) ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- -13- 1l AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,800(11) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .023% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- (10) On March 31, 2003, NORESCO donated 314,200 shares of Issuer Common Stock to the Foundation that had been acquired by capital contribution from ERI on March 28, 2003. (11) NORESCO disclaims beneficial ownership of 21,678,056 of shares of Issuer Common Stock held by the other shareholders of Issuer that are subject to the Shareholders Agreement. -14- CUSIP No. 961418100 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Equitable Resources Foundation, Inc. 04-3747289 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS See Item 3 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0(12) ------------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH ------------------------------------------------------- REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- -15- 1l AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- (12) On March 31, 2003, the Foundation sold 861,650 shares of Issuer Common Stock that were acquired by gift from EQT Production and NORESCO. EQT Production and NORESCO donated 547,450 shares and 314,200 shares of Issuer Common Stock, respectively, to the Foundation on March 31, 2003 that had been acquired by capital contribution from ERI on March 28, 2003. -16- THIS AMENDMENT NO.1 TO SCHEDULE 13D ("AMENDMENT NO.1") RELATES TO THE SCHEDULE 13D ORIGINALLY FILED ON BEHALF OF THE REPORTING PERSONS WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 2001 (THE "SCHEDULE 13D"). THE TEXT OF ITEMS 1, 2, 4, 5, 6, AND 7 OF SAID SCHEDULE 13D IS HEREBY AMENDED AS FOLLOWS: SCHEDULE 13D ITEM 1. SECURITY AND ISSUER Item 1 is hereby amended by deleting the text thereof in its entirety and replacing it with the following: This statement on Schedule 13D relates to the common stock, par value $0.01 per share ("Common Stock"), of Westport Resources Corporation, a Nevada corporation (the "Issuer"). The principal executive offices of the Issuer are located at 1670 Broadway Street, Suite 2800, Denver, Colorado 80202. ITEM 2. IDENTITY AND BACKGROUND Item 2 is hereby amended by deleting the text thereof in its entirety and replacing it with the following: This Schedule 13D is being filed by ERI Investments, Inc., a Delaware corporation ("ERI"), Equitable Resources, Inc., a Pennsylvania corporation ("Equitable"), Equitable Production Company, a Pennsylvania corporation ("EQT Production"), NORESCO Holdings, Inc., a Delaware corporation ("NORESCO"), Equitable Resources Foundation, Inc., a tax-exempt, charitable foundation incorporated under the laws of Pennsylvania (the "Foundation" and collectively with ERI, Equitable, EQT Production and NORESCO, the "ERI Entities"), and the following individuals: Murry S. Gerber and David L. Porges. ERI's principal business is to serve as a holding company for various subsidiaries and affiliates of Equitable. The address of ERI's principal office is: 801 West Street, 2nd Floor, Wilmington, Delaware 19801. The principal business of Equitable is to serve as an integrated energy company with an emphasis on the Appalachian area natural gas supply, natural gas transmission and distribution and leading-edge energy management services for customers throughout the United States and selected foreign markets. The address of its principal office is: One Oxford Centre, 301 Grant Street, Suite 3300, Pittsburgh, Pennsylvania 15219. EQT Production's principal business is the unregulated production of natural gas in the Appalachian Basin. The address of EQT Production's principal office is: Four Allegheny Center, 9th Floor, Pittsburgh, Pennsylvania 15212-5255. NORESCO's principal business is to serve as a holding company of (i) unregulated subsidiary companies that provide energy management services and market natural gas and (ii) various other lawful businesses and enterprises. The address of its principal office is: 1 Research Drive, Suite 400C, Westborough, MA 01581. The Foundation is a private charitable foundation established to make charitable -17- grants in the communities where Equitable and its subsidiaries do business to satisfy Equitable's company-wide community charitable giving obligations. The address of the Foundation's principal office is: One Oxford Centre, 301 Grant Street, Suite 3300, Pittsburgh, Pennsylvania 15219. Murry S. Gerber, a director of the Issuer, is Chairman, President and Chief Executive Officer of Equitable. David L. Porges, a director of the Issuer, is Executive Vice President and Chief Financial Officer of Equitable. The address of each of Mr. Gerber and Mr. Porges is: One Oxford Centre, Suite 3300, 301 Grant Street, Pittsburgh, Pennsylvania 15219. Mr. Gerber and Mr. Porges are United States citizens. Neither ERI, Equitable, EQT Production, NORESCO, the Foundation nor any of their respective directors, executive officers, members or managers, has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or an administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 4. PURPOSE OF THE TRANSACTION Item 4 is hereby amended by inserting the following at the end of Item 4: NORESCO and EQT Production acquired 330,000 shares and 575,000 shares, respectively, of Common Stock from ERI pursuant to that certain Contribution Agreement dated as of March 28, 2003 among NORESCO, EQT Production and ERI (the "Subsidiary Contribution Agreement"). On March 28, 2003, the Foundation acquired 861,650 shares (the "Donated Shares") of Common Stock of the Issuer by gift from NORESCO and EQT Production, pursuant to that certain Donor Pledge Agreement dated as of March 28, 2003 among NORESCO, EQT Production, the Foundation and certain parties named therein (the "Donor Pledge Agreement"). NORESCO donated 314,200 shares of Common Stock to the Foundation. EQT Production donated 547,450 shares of Common Stock to the Foundation. The Foundation subsequently sold the Donated Shares on March 31, 2003 to fund the Foundation and to provide liquidity for the Foundation's anticipated charitable giving commitments. Equitable, Murray S. Gerber and David L. Porges may be deemed to beneficially own shares of Issuer Common Stock held by the Foundation; however, neither Equitable, ERI, Murray S. Gerber, David L. Porges, NORESCO or EQT Production have any pecuniary or other interest in the Foundation or the assets of the -18- Foundation, including in any Issuer Common Stock contributed to the Foundation or the sale proceeds thereof. The remaining 27,550 shares and 15,800 shares of Common Stock of Issuer that are owned by EQT Production and NORESCO, respectively, are expected to be donated to the Foundation within the next three to six months and then subsequently sold by the Foundation in market transactions directly with market makers, or through private negotiated transactions. Pursuant to that certain Agreement dated as of March 28, 2003, among ERI, NORESCO, EQT Production and the Foundation (the "Agreement to Limit Sales of WRC Stock"), ERI, NORESCO and EQT Production have agreed not to sell any shares of Issuer Common Stock for so long as the Foundation holds any shares of the Issuer Common Stock. The descriptions of the Donor Pledge Agreement, Subsidiary Contribution Agreement and Agreement to Limit Sales of WRC Stock contained herein are qualified in their entirety by reference to the applicable agreements, which are attached hereto as Exhibit 10.3, Exhibit 10.4 and Exhibit 10.5, respectively. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5(a) is hereby amended by deleting the text thereof in its entirety and replacing it with the following: (a) The aggregate number of shares of Issuer Common Stock of which the Foundation may be deemed to be the beneficial owner is 0 shares. On March 31, 2003, the Foundation sold 861,650 shares of Issuer Common Stock, representing 1.29% of Issuer Common Stock outstanding as of March 3, 2003. The aggregate number of shares of Issuer Common Stock of which Murry S. Gerber may be deemed to be the beneficial owner is 13,056,002. Such shares represent 19.55% of the shares of Issuer Common Stock which are deemed to be outstanding as of March 3, 2003. The aggregate number of shares of Issuer Common Stock of which David L. Porges may be deemed to be the beneficial owner is 13,051,502. Such shares represent 19.54% of the shares of Issuer Common Stock which are deemed to be outstanding as of March 3, 2003. ERI directly owns 13,006,152 shares of Issuer Common Stock, which were received in the Merger, and which are subject to the Shareholders Agreement. EQT Production and NORESCO own 27,550 shares and 15,800 shares, respectively, of Common Stock pursuant to the Donor Pledge Agreement and Subsidiary -19- Contribution Agreement. On March 28, 2003, EQT Production and NORESCO agreed to be bound by the terms of the Shareholders Agreement and, therefore, these shares are also subject to the Shareholders Agreement. Equitable does not directly own any shares of Issuer Common Stock. Equitable, however, as the parent of ERI, may be deemed to have indirect ownership of 13,006,152 shares of Issuer Common Stock, which were received in the Merger by ERI. Equitable may also be deemed to have indirect ownership of 27,550 shares and 15,800 shares of Issuer Common Stock held by EQT Production and NORESCO, respectively. Equitable disclaims beneficial ownership of the 13,049,502 shares of Issuer Common Stock held by ERI, EQT Production and NORESCO. Murry S. Gerber directly owns 6,500 shares of Issuer Common Stock, which were received in the Merger. Mr. Gerber, Chairman, President and Chief Executive Officer of Equitable, the parent of ERI, may be deemed to have indirect ownership of 13,006,152 shares of Issuer Common Stock, which were received in the Merger by ERI. Mr. Gerber may also be deemed to have indirect ownership of 27,500 shares and 15,800 shares of Issuer Common Stock held by EQT Production and NORESCO, respectively. Mr. Gerber disclaims beneficial ownership of the 13,049,502 shares of Issuer Common Stock held by ERI, EQT Production and NORESCO. David L. Porges directly owns 2,000 shares of Issuer Common Stock, which were received in the Merger. Mr. Porges, Executive Vice President and Chief Financial Officer of Equitable, the parent of ERI, may be deemed to have indirect ownership of 13,006,152 shares of Issuer Common Stock, which were received in the Merger by ERI. Mr. Porges may also be deemed to have indirect ownership of 27,550 shares and 15,800 shares of Issuer Common Stock held by EQT Production and NORESCO, respectively. Mr. Porges disclaims beneficial ownership of the 13,049,502 shares of Issuer Common Stock held by ERI, EQT Production and NORESCO. Pursuant to the Shareholders Agreement, each of ERI, Equitable, EQT Production, NORESCO and Messrs. Porges and Gerber may be deemed to have beneficial ownership of 21,678,056 shares of Issuer Common Stock. Each of ERI, Equitable, EQT Production, NORESCO and Messrs. Porges and Gerber disclaims beneficial ownership of such 21,678,056 shares of Issuer Common Stock. Item 5(b) is hereby amended by deleting the text thereof in its entirety and replacing it with the following: (b) Each of Equitable and ERI may be deemed to have the sole power to vote and dispose of 13,049,502 shares of Issuer Common Stock. Mr. Gerber may be deemed to have the sole power to vote and dispose of 13,056,002 shares of Issuer Common Stock. Mr. Porges may be deemed to have the sole power to vote and dispose of 13,051,502 shares of Issuer Common Stock. EQT -20- Production may be deemed to have the sole power to vote and dispose of 27,550 shares of Issuer Common Stock. NORESCO may be deemed to have the sole power to vote and dispose of 15,800 shares of Issuer Common Stock. Each of Equitable, Mr. Gerber and Mr. Porges disclaims beneficial ownership of 13,049,502 shares of Issuer Common Stock held by ERI, EQT Production and NORESCO. Pursuant to the Shareholders Agreement, each of ERI, Equitable, EQT Production, NORESCO and Messrs. Porges and Gerber may be deemed to have shared voting power over 21,678,056 shares of Issuer Common Stock collectively held by WELLC, the Medicor Foundation and the other shareholders of Issuer named therein. Each of ERI, Equitable, EQT Production, NORESCO and Messrs. Gerber and Porges disclaims beneficial ownership of such 21,678,056 shares of Issuer Common Stock. The address of each of ERI, Equitable, EQT Production, NORESCO and Messrs. Porges and Gerber is listed in Item 2. To the best knowledge of each reporting person herein, none of the stockholders of Issuer who are parties to the Shareholders Agreement, have, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or an administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 5(c) is hereby amended by deleting the text thereof in its entirety and replacing it with the following: (c) Other than as contemplated by the Donor Pledge Agreement and the Contribution Agreement, neither Equitable, ERI, any member of their respective board, nor their respective executive officers has effected any transactions in Issuer Common Stock during the past 60 days. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER Item 6 is hereby amended by deleting paragraph (b) in its entirety and replacing it with the following: (b) Third Amended and Restated Shareholders Agreement, dated as of February 14, 2003, among Westport Resources Corporation, ERI Investments, Inc., Westport Energy LLC, Medicor Foundation and certain stockholders named therein (filed herewith). Item 6 is hereby further amended by inserting the following at the end of Item 6: -21- (d) Donor Pledge Agreement dated as of March 28, 2003 among NORESCO, EQT Production, the Foundation and certain parties named therein. (e) Contribution Agreement dated as of March 28, 2003 among NORESCO, EQT Production and ERI. (f) Agreement dated March 28, 2003 among ERI, NORESCO, EQT Production and the Foundation. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 is hereby amended by deleting Exhibit 10.2 thereof in its entirety and replacing it with the following: 10.2* Third Amended and Restated Shareholders Agreement, dated as of February 14, 2003, among Westport Resources Corporation, ERI Investments, Inc., Westport Energy LLC, Medicor Foundation and certain stockholders named therein. Item 7 is hereby further amended by inserting the following after Exhibit 10.2:
Exhibit No. Description - ---------- ------------ 10.3* Donor Pledge Agreement dated as of March 28, 2003 among NORESCO, EQT Production, the Foundation and certain parties named therein. 10.4* Contribution Agreement dated as of March 28, 2003 among NORESCO, EQT Production and ERI. 10.5* Agreement dated March 28, 2003 among ERI, NORESCO, EQT Production and the Foundation.
* Filed herewith. -22- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 7, 2003 ERI INVESTMENTS, INC. By: /s/ KENNETH J. KUBACKI ----------------------------------- Name: Kenneth J. Kubacki ----------------------------------- Title: Vice President ----------------------------------- /s/ MURRY S. GERBER ---------------------------------------- Murry S. Gerber /s/ DAVID L. PORGES ---------------------------------------- David L. Porges EQUITABLE RESOURCES FOUNDATION, INC. By: /s/ JAMES E. CROCKARD, III ----------------------------------- Name: James E. Crockard, III ----------------------------------- Title: Treasurer -23- EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - -------- ----------- 10.1 Agreement and Plan of Merger, dated as of June 8, 2001 by and between Westport Resources Corporation and Belco Oil and Gas Corp. (incorporated by reference from Annex A to Joint Statement/Prospectus filed with the SEC on August 1, 2001). 10.2* Third Amended and Restated Shareholders Agreement, dated as of February 14, 2003, among Westport Resources Corporation, ERI Investments, Inc., Westport Energy LLC, Medicor Foundation and certain stockholders named therein. 10.3* Donor Pledge Agreement dated as of March 28, 2003 among NORESCO, EQT Production, the Foundation and certain parties named therein. 10.4* Contribution Agreement dated as of March 28, 2003 among NORESCO, EQT Production and ERI. 10.5* Agreement dated March 28, 2003 among ERI, NORESCO, EQT Production and the Foundation. 99.1 Joint Filing Agreement dated as of August 31, 2001.
* Filed herewith -24- EX-10.2 3 a2107755zex-10_2.txt EXHIBIT 10.2 EXHIBIT 10.2 THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT BY AND AMONG WESTPORT RESOURCES CORPORATION ERI INVESTMENTS, INC. WESTPORT ENERGY LLC MEDICOR FOUNDATION AND CERTAIN STOCKHOLDERS NAMED HEREIN DATED AS OF FEBRUARY 14, 2003 ================================================================================ TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS .........................................................2 Section 1.1. Definitions ................................................2 ARTICLE II REPRESENTATIONS AND WARRANTIES .....................................7 Section 2.1. Representations and Warranties of the Company ...............7 Section 2.2. Representations and Warranties of Medicor ...................7 Section 2.3. Representations and Warranties of ERI .......................7 Section 2.4. Representations and Warranties of the Belfer Group ..........8 ARTICLE III CORPORATE GOVERNANCE; CERTAIN CORPORATE ACTIONS ...................9 Section 3.1. Voting of Shares ............................................9 Section 3.2. Composition of the Board of Directors .......................9 Section 3.3. Approval of Major Actions ..................................11 Section 3.4. Amendments to Articles of Incorporation and Bylaws .........11 Section 3.5. Self-Interested Transactions ...............................11 ARTICLE IV STANDSTILL ........................................................12 Section 4.1. Standstill .................................................12 ARTICLE V REGISTRATION RIGHTS ................................................13 Section 5.1. Demand Registrations .......................................13 Section 5.2 Piggyback Registrations ....................................15 Section 5.3. Holdback Agreements ........................................16 Section 5.4. Registration Procedures ....................................17 Section 5.5. Registration Expenses ......................................19 Section 5.6. Indemnification ............................................20 Section 5.7. Participation in Underwritten Registrations ................21 Section 5.8. Current Public Information .................................22 Section 5.9. Cooperation ................................................22 ARTICLE VI GENERAL PROVISIONS ................................................22 Section 6.1. Notices ....................................................22 Section 6.2. Assignment; Binding Effect; Benefit ........................25 Section 6.3. Entire Agreement ...........................................25 Section 6.4. Amendment ..................................................25 i Section 6.5. Governing Law; Jurisdiction ................................25 Section 6.6. Counterparts ...............................................25 Section 6.7. Headings ...................................................26 Section 6.8. Interpretation 26 Section 6.9. Incorporation of Exhibits and Schedules ....................26 Section 6.10. Severability ...............................................26 Section 6.11. Enforcement of Agreement ...................................26 Section 6.12. Confidentiality ............................................26 Section 6.13. Termination ................................................26 Section 6.14. Belfer Group Representative ................................27 Section 6.15. Medicor Group Representative ...............................27 Section 6.16. Effective Time .............................................27 ii THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT This THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, dated as of February 14, 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") and the persons and entities named on Exhibit A (each such person or entity, a "Belfer Person," and collectively, the "Belfer Group"). WHEREAS, Westport Oil and Gas Company, Inc. ("WOGC"), Equitable Production Company ("EPC"), Equitable Production (Gulf) Company ("EPGC"), Westport Energy Corporation ("WEC") and EPGC Merger Sub Corporation ("Merger Sub") entered into a Merger Agreement dated as of March 9, 2000 (the "EPGC Merger Agreement") providing for the merger of Merger Sub with and into WOGC and for the conversion of the WOGC capital stock held by WEC into shares of EPGC capital stock, such that immediately after the merger, EPC owned approximately 49% of the capital stock of EPGC and WEC owned approximately 51% of the capital stock of EPGC (the "EPGC Merger"); and WHEREAS, as a condition to the consummation of the transactions contemplated by the EPGC Merger Agreement, WEC, EPC and EPGC entered into that certain Shareholders Agreement dated as of March 9, 2000 (the "Original Shareholders Agreement"); and WHEREAS, subsequent to the EPGC Merger, EPC assigned its interest in EPGC to ERI, WEC became WELLC by statutory conversion, and EPGC changed its name to Westport Resources Corporation; and WHEREAS, Westport Resources Corporation, a Delaware corporation ("Old Westport") and Belco Oil & Gas Corp., a Nevada corporation ("Belco") entered into an Agreement and Plan of Merger dated as of June 8, 2001 (the "Merger Agreement") providing for, among other things, the merger (the "Merger") of Old Westport with and into Belco, with Belco as the surviving corporation, and for the conversion of 100% of the issued and outstanding shares of Old Westport Common Stock, par value $.01 per share ("Old Westport Common Stock") into Common Stock (as hereinafter defined) and the automatic cancellation and retirement of the Old Westport Common Stock; and WHEREAS, concurrently with the execution and delivery of the Merger Agreement, Belco, Old Westport, WELLC, ERI and the Belfer Group (as then comprised, the "Original Belfer Group") entered into an Amended and Restated Shareholders Agreement (the "Amended Shareholders Agreement"), the purpose of which was to amend and restate the Original Shareholders Agreement to reflect the effects of the Merger by, among other things, (i) having it apply to the shares of Common Stock issued to WELLC and ERI in connection with the Merger in exchange for their Old Westport Common Stock and (ii) adding Belco and the Original Belfer Group as parties; and WHEREAS, Belco, Westport, WELLC, ERI and the Original Belfer Group entered into a Second Amended and Restated Shareholders Agreement dated as of July 20, 2001 (the "Second Amended and Restated Shareholders Agreement") to effect certain modifications to the Amended Shareholders Agreement; and WHEREAS, subsequent to the Merger, Belco changed its name to Westport Resources Corporation; and WHEREAS, WELLC has transferred certain of its shares of Common Stock to Medicor; and WHEREAS, certain Persons in the Original Belfer Group have made various Transfers to Permitted Transferees, changing the composition of the Original Belfer Group; and WHEREAS, the purpose of this Agreement is to effect certain modifications relating to the transfer of Common Stock by WELLC to Medicor, certain Transfers to Permitted Transferees made by Persons in the Original Belfer Group and to amend and restate such Second Amended and Restated Shareholders Agreement, as so modified, in its entirety; 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: ARTICLE I DEFINITIONS Section 1.1. Definitions. "Affiliate" shall have the meaning set forth in Rule 12b-2 of the regulations promulgated under the Exchange Act. "Agreement" shall have the meaning set forth in the preamble to this Agreement. "Amended Shareholders Agreement" shall have the meaning set forth in the preamble to this Agreement. "Belco" shall have the meaning set forth in the preamble to this Agreement. "Belfer Group" shall have the meaning set forth in the preamble to this Agreement. "Belfer Group Representative" shall have the meaning set forth in Section 6.14. "Belfer Parties" shall mean the Belfer Group and their Permitted Transferees. "Belfer Person" shall mean any Person included in the Belfer Group. -2- "Board of Directors" shall mean the board of directors of the Company. "Commission" shall mean the Securities and Exchange Commission or any other Federal agency at the time administering the Securities Act. "Common Stock" shall mean the common stock of the Company, par value $.01 per share, now or hereafter authorized to be issued. "Company" shall have the meaning set forth in the preamble to this Agreement. "Consolidated Net Worth" shall mean, at any particular time, all amounts which, in conformity with GAAP, would be included as common stockholders' equity on a consolidated balance sheet of the Company and its Subsidiaries. "Debt" shall mean (a) Funded Debt, plus (b) at any particular time, all amounts which, in conformity with GAAP, would be included as preferred stockholders' equity on a consolidated balance sheet of the Company and its Subsidiaries less (c) cash of the Company and its Subsidiaries. "Demand Registrations" shall have the meaning set forth in Section 5.l(a). "Director" shall mean a member of the Board of Directors. "Disinterested Director" shall have the meaning set forth in Section 3.5. "Effective Time" shall have the meaning set forth in Section 6.16. "EPC" shall have the meaning set forth in the preamble to this Agreement. "EPGC" shall have the meaning set forth in the preamble to this Agreement. "EPGC Merger" shall have the meaning set forth in the preamble to this Agreement. "EPGC Merger Agreement" shall have the meaning set forth in the preamble to this Agreement. "ERI" shall have the meaning set forth in the preamble to this Agreement. "ERI Parties" shall mean ERI and its Permitted Transferees. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Funded Debt" shall mean at any time (without duplication): (a) all obligations of the Company and its Subsidiaries, or any of them, for borrowed money and all obligations of the Company and its Subsidiaries, or any of them, evidenced by bonds, notes, debentures, or other -3- similar instruments, (b) all capital lease obligations of the Company and its Subsidiaries, or any of them, (c) all debt or other obligations of others guaranteed by the Company and its Subsidiaries, or any of them to the extent of such guarantee, (d) all reimbursement obligations of the Company and its Subsidiaries, or any of them (whether contingent or otherwise) in respect of letters of credit, bankers' acceptances, surety or other bonds and similar instruments, (e) all obligations of the Company and its Subsidiaries, or any of them, to pay the deferred purchase price of property or services, except trade accounts payable of the Company and its Subsidiaries, or any of them, arising in the ordinary course of business that are not past due by more than ninety (90) days, (f) all obligations secured by a lien existing on property owned by the Company and its Subsidiaries, or any of them, whether or not the obligations secured thereby have been assumed by the Company and its Subsidiaries, or any of them, or are non-recourse to the credit of the Company and its Subsidiaries, or any of them, and (g) all other debt of the Company and its Subsidiaries, or any of them. "GAAP" shall mean generally accepted accounting principles in the United States. "Independent Director" shall mean an individual (i) who is not a director, officer, employee or Affiliate of the Company, WELLC, Medicor, the Belfer Group or ERI, or any of their respective Affiliates, (ii) who is not a former director, officer or employee of the Company, Old Westport, WELLC, Medicor, the Belfer Group or ERI, or any of their respective Affiliates, (iii) who has not had and who is not a director, officer, 10% or more equity owner or Affiliate of any Person that has had a direct or indirect interest in any transaction in the preceding 24 months with the Company, Old Westport, WELLC, Medicor, the Belfer Group or ERI, or any of their respective Affiliates, and (iv) who does not represent the Company, WELLC, Medicor, the Belfer Group or ERI, or any of their respective Affiliates, and any Independent Director appointed shall be required to certify in writing to this effect upon request. "Major Actions" shall mean those actions described in Sections 3.3. "Medicor" shall have the meaning set forth in the preamble to this Agreement. "Medicor Group" shall have the meaning set forth in the preamble to this Agreement. "Medicor Group Representative" shall have the meaning set forth in Section 6.15. "Medicor Parties" shall mean the Medicor Group and their Permitted Transferees. "Medicor Person" shall mean any Person included in the Medicor Group. "Merger" shall have the meaning set forth in the preamble to this Agreement. "Merger Agreement" shall have the meaning set forth in the preamble to this Agreement. "Merger Sub" shall have the meaning set forth in the preamble to this Agreement. "Old Westport" shall have the meaning set forth in the preamble to this Agreement. -4- "Old Westport Common Stock" shall have the meaning set forth in the preamble to this Agreement. "Original Belfer Group" shall have the meaning set forth in the preamble to this Agreement. "Original Shareholders Agreement" shall have the meaning set forth in the preamble to this Agreement. "Party" or "Parties" shall mean ERI, the Medicor Group and/or the Belfer Group. "Permitted Transferees" shall mean in the case of the Medicor Parties: (A) a Medicor Person, any spouse, issue, parent or relatives of the Medicor Parties, or (i) trusts for the benefit of any of such Persons, (ii) entities controlling or controlled by any of such Persons and (iii) in the event of the death of any such individual person, heirs or testamentary legatees of such person, in each case to whom a Medicor Party has transferred its Shares and who has agreed in writing to be bound by the terms of this Agreement, and (B) any Subsidiary or Affiliate of the Medicor Group to which a Medicor Party has transferred its Shares and which has agreed in writing to be bound by the terms of this Agreement; in the case of the ERI Parties: (A) ERI, any spouse, issue, parent or relatives of the ERI Parties, or (i) trusts for the benefit of any of such Persons, (ii) entities controlling or controlled by any of such Persons and (iii) in the event of the death of any such individual person, heirs or testamentary legatees of such person, in each case to whom an ERI Party has transferred its Shares and who has agreed in writing to be bound by the terms of this Agreement, and (B) any Subsidiary or Affiliate of ERI to which an ERI Party has transferred its Shares and which has agreed in writing to be bound by the terms of this Agreement; and in the case of the Belfer Parties: a Belfer Person, any spouse, issue, parent or relatives of the Belfer Parties, or (i) trusts for the benefit of any of such Persons, (ii) entities controlling or controlled by any of such Persons and (iii) in the event of the death of any such individual person, heirs or testamentary legatees of such person, in each case to whom a Belfer Party has transferred its Shares and who has agreed in writing to be bound by the terms of this Agreement; "Person" shall mean any natural person, corporation, partnership, limited liability company, firm, association, trust, government, governmental agency or other entity, whether acting in an individual, fiduciary or other capacity. "Piggyback Registration" shall have the meaning set forth in Section 5.2(a). "Registrable Securities" shall mean (i) any shares of Common Stock owned by, or otherwise hereafter acquired by, the Medicor Parties, the ERI Parties or the Belfer Parties, and (ii) any securities issued as a dividend on or other distribution with respect to or in exchange, replacement or in subdivision of, any such Common Stock. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (A) a registration statement (other than the Form S-4 pursuant to which the issuance of Common Stock in connection with the Merger is registered under the Securities Act) with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, or (B) such securities shall -5- have been sold (other than in a privately negotiated sale) pursuant to Rule 144 (or any successor provision) under the Securities Act. "Registration Expenses" shall have the meaning set forth in Section 5.5(a). "Second Amended and Restated Shareholders Agreement" shall have the meaning set forth in the preamble to this Agreement. "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder, as the same shall be in effect at the time. "Self-Interested Transaction" shall have the meaning set forth in Section 3.5. "Shares" shall mean shares of Common Stock. "Short-Form Registrations" shall have the meaning set forth in Section 5.l(a). "Subsidiary" of any Person shall mean any corporation or other legal entity of which such Person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, 50% or more of the stock or other equity interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity. "Supermajority Approval" shall mean approval by action of at least a majority of all of the members of the Board of Directors which shall include not less than one less than all of the Directors whom the Parties then have the right to nominate pursuant to Section 3.2. "Total Capitalization" shall mean the sum of (i) Consolidated Net Worth and (ii) Debt. "Transfer" shall mean to sell, transfer, assign, pledge or otherwise dispose. "Underwriter" shall mean nationally recognized investment banking firm with experience serving as lead managing underwriter for public offerings of the stock of companies engaged in the exploration, development and production of oil and natural gas. "WEC" shall have the meaning set forth in the preamble to this Agreement. "WELLC" shall have the meaning set forth in the preamble to this Agreement. "Westport" shall have the meaning set forth in the preamble to this Agreement. "WOGC" shall have the meaning set forth in the preamble to this Agreement. -6- ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.1. Representations and Warranties of the Company. The Company hereby represents and warrants to the other Parties hereto as follows: The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by the Company of this Agreement, and the consummation by the Company of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Company. 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 the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby by the Company 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. Section 2.2. Representations and Warranties of Medicor. Each Medicor Person hereby severally and not jointly represents and warrants to the other Parties hereto as follows: (a) Authority. Each Medicor Person has all requisite corporate or other power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by such Medicor Person of this Agreement, and the consummation by such Medicor Person of the transactions contemplated hereby, have been duly authorized by all necessary corporate or other action on the part of such Medicor Person. This Agreement has been duly executed and delivered by such 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 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 the execution and delivery of this Agreement by such Medicor Person or the consummation by such Medicor Person of the transactions contemplated hereby. The execution and delivery of this Agreement by such Medicor Person and the consummation by such Medicor Person of the transactions contemplated hereby by it 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. (b) Shares. Schedule 2.2 sets forth the ownership of the Shares held by each Medicor Person as of the date hereof. Section 2.3. Representations and Warranties of ERI. ERI hereby represents and warrants to the other Parties hereto as follows: -7- (a) Authority. Each of the ERI Parties has all requisite corporate or other power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by the ERI Parties of this Agreement and the consummation by the ERI Parties of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of each of the ERI Parties. This Agreement has been duly executed and delivered by each of the ERI Parties and constitutes a valid and binding obligation of each of the ERI Parties enforceable against each of the ERI Parties 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, any of the ERI Parties in connection with the execution and delivery of this Agreement by the ERI Parties or the consummation by each of the ERI Parties of the transactions contemplated hereby. The execution and delivery by the ERI Parties of this Agreement and the consummation by the ERI Parties of the transactions contemplated hereby do not conflict with, or result in a breach of, any law or regulation of any governmental authority applicable to any of the ERI Parties or any material agreement to which any of the ERI Parties is a party. (b) Shares. Schedule 2.3 sets forth the ownership of the Shares held by the ERI Parties as of the date hereof. Section 2.4. Representations and Warranties of the Belfer Group. Each Belfer Person hereby severally and not jointly represents and warrants to the other Parties hereto as follows: (a) Authority. Such Belfer Person has all requisite corporate or other power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by such Belfer Person of this Agreement, and the consummation by such Belfer Person of the transactions contemplated hereby, have been duly authorized by all necessary corporate or other action on the part of such Belfer Person. This Agreement has been duly executed and delivered by such Belfer Person and constitutes a valid and binding obligation of such Belfer Person enforceable against such Belfer Person 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, such Belfer Person in connection with the execution and delivery of this Agreement by such Belfer Person or the consummation by such Belfer Person of the transactions contemplated hereby. The execution and delivery of this Agreement by such Belfer Person and the consummation by such Belfer Person of the transactions contemplated hereby by it do not conflict with, or result in a breach of, any law or regulation of any governmental authority applicable to such Belfer Person or any material agreement to which such Belfer Person is a party. (b) Shares. Schedule 2.4 sets forth the ownership of the Shares held by each Belfer Person as of the date hereof. -8- ARTICLE III CORPORATE GOVERNANCE; CERTAIN CORPORATE ACTIONS Section 3.1. Voting of Shares. (a) 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 Agreement. (b) 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 Agreement. (c) 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 Agreement. (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 Agreement. Section 3.2. Composition of the Board of Directors. (i) The Medicor Parties shall vote all shares of Common Stock owned or controlled by them, and shall take all necessary action within their control, (ii) the ERI Parties shall vote all shares of Common Stock owned or controlled by them, and shall take all necessary actions within their control and (iii) the Belfer Parties shall vote all shares of Common Stock owned or controlled by them, and shall take all necessary action within their control, in each case, so that the composition of the Board of Directors and the manner of selecting members thereof shall be as follows: (a) The Board of Directors shall be comprised of eleven (11) Directors (two of whom shall be Independent Directors) divided into three classes, with Directors in each class having a three-year term following a transition period in which the initial Class 1 Directors serve a one-year term, the initial Class 2 Directors serve a two-year term and the initial Class 3 Directors serve a three-year term. Medicor and ERI shall each have the right to nominate one (1) Director to Class 3, one (1) Director to Class 2 and one (1) Director to Class 1 and the Belfer Group shall have the right to nominate one (1) Director to Class 3 and one (1) Director to Class 1; provided, that the existing membership of the Board of Directors and the class to which each director nominee belongs shall not be affected by the execution of this Agreement. 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 -9- 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 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 of Directors shall duly appoint as a Director each person so nominated to fill a vacancy on the Board of Directors. Notwithstanding the foregoing: (i) if either the Medicor Parties or the ERI Parties own less than 18% of the Company's then outstanding Common Stock, then Medicor or ERI, as the case may be, shall have the right to nominate only: (x) one (1) Director to the class of Directors having the then longest remaining term; and (y) one (1) Director to the class of Directors having the next longest remaining term; provided that in either case, if necessary to put one or more of a Party's Director nominees into such classes, the Company and the other Parties shall cooperate as necessary to effect such nomination; provided, further, that the right to change such classes may only be exercised in connection with the reduction in the number of the Party's Director nominees; (ii) if either the Medicor Parties, the ERI Parties or the Belfer Parties own less than 8% of the Company's then outstanding Common Stock, then Medicor, ERI or the Belfer Group, as the case may be, shall have the right to nominate only one (1) Director to the class of Directors having the then longest remaining term; provided that if necessary to put a Party's Director nominee into such class, the Company and the other Parties shall cooperate as necessary to effect such nomination; provided, further, that the right to change such classes may only be exercised in connection with the reduction in the number of the Party's Director nominees; and (iii) if either the Medicor Parties, the ERI Parties or the Belfer Parties own less than 5% of the Company's then outstanding Common Stock, then Medicor, ERI or the Belfer Group, as the case may be, shall not have the right to nominate any Directors. (b) For so long as any Party has the right to nominate a Director under this Agreement, the Company will give such Party written notice of each regularly scheduled meeting of its Board of Directors 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 of Directors), and the Board of Directors will permit up to two (2) representatives of each such Party to attend as observers of all meetings of the Board of Directors (including any meetings of committees thereof); provided that in the case of telephonic meetings conducted in accordance with the Company's bylaws and applicable law, each such Party's representatives will be given the opportunity to listen to such telephonic meetings. Each representative will be entitled to receive all written materials and other information (including, without limitation, copies of meeting minutes and press releases) given to Directors in connection with such meetings at the same time such materials and information are given to the Directors. If the Board of Directors proposes to take any action by written consent in lieu of a meeting of the Board of Directors or of any committee thereof, the Company will give written notice thereof to each such Party who has the right to nominate a director under this Agreement prior to the effective date of such consent describing in reasonable detail the nature and substance of such -10- action. The Company will reimburse each Party that has observer rights under this Section 3.2(b) for all reasonable expenses incurred by such Party's representatives in connection with attending meetings of the Board of Directors and committees thereof. Section 3.3. Approval of Major Actions. The Company may take and may permit its Subsidiaries to take and engage in the following Major Actions only upon receiving Supermajority Approval: (a) Issuance of Capital Stock. Any issuance, sale, grant or award or entering into any agreement to issue, sell, grant or award any capital stock of the Company other than (i) pursuant to agreements or obligations in existence prior to the date hereof and permitted under the terms of the Second Amended and Restated Shareholders Agreement, (ii) the issuance of capital stock of the Company pursuant to any rights or agreements including without limitation any security convertible or exchangeable into or exercisable for, with or without consideration, capital stock of the Company so long as such rights or agreements received Supermajority Approval and (iii) the grant of options and the issuance of restricted stock under Company stock incentive plans for the benefit of the Company's employees and directors and the issuance of Common Stock upon the exercise of such options. (b) Debt to Total Capitalization. Incur Funded Debt of the Company and its Subsidiaries so that the ratio of Debt of the Company and its Subsidiaries to Total Capitalization is greater than 0.4 to 1.0. (c) Sale Transactions. Any merger or consolidation of the Company, the sale of all or substantially all of the assets of the Company or the sale of assets or transfer to a third party by sale of assets, merger or otherwise by the Company or any of its Subsidiaries (in one transaction or a series of related transactions) of any Subsidiary of the Company or the assets or business of the Company or a Subsidiary thereof which involves more than $150 million (or such other amount, established by resolution of the Board of Directors (approved by Supermajority Approval) from time to time), of the total assets of the Company and its Subsidiaries taken as a whole, including a sale of the Company effected by means of a sale of Common Stock, but excluding, however, dispositions of assets in the ordinary course of business (including, but not limited to, oil and gas production). Section 3.4. Amendments to Articles of Incorporation and Bylaws. The Company, the Medicor Parties, the ERI Parties and the Belfer Parties shall take or cause to be taken all lawful action necessary to ensure at all times that the Company's Articles of Incorporation and Bylaws are at all times consistent with the provisions of this Agreement. Section 3.5. Self-Interested Transactions. The consummation, amendment, restatement, substitution or modification of any contract, agreement, transaction or other arrangement between the Company or any Subsidiary of the Company and any Medicor Person, ERI, any Belfer Person or any Affiliate of any Medicor Person, ERI or any Belfer Person (a "Self-Interested Transaction") shall require, except when the economic effect to the Company of any such action (or set of related actions) is $50,000 or less, the affirmative vote of a majority of the Disinterested Directors present at a duly called and noticed meeting at which a quorum is present. "Disinterested Directors" shall include all Directors not nominated by the Medicor -11- Group, ERI or the Belfer Group which is or whose Affiliate is a party to the Self-Interested Transaction (other than any Independent Directors). ARTICLE IV STANDSTILL Section 4.1. Standstill. (a) The Medicor Group agrees that from and after the date hereof it will not, and will not act in concert with any Person so as to form a group (as such term is defined in Regulation 13D promulgated under the Exchange Act) to, in any manner, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, beneficial ownership (as such term is defined in Regulation 13D promulgated under the Exchange Act) of any additional securities or debt instruments of the Company or any Subsidiary of the Company without the consent of ERI, so long as the ERI Parties hold at least 5% of the then outstanding Common Stock, and the Belfer Group, so long as the Belfer Parties hold at least 5% of the then outstanding Common Stock. The restrictions set forth in this Section 4.1(a) shall not apply (i) so long as (A) the Medicor Parties do not beneficially own more than 30% of the then outstanding Common Stock or (B) the Medicor Parties, make an offer in writing to the Company's Board of Directors to acquire for cash all of the outstanding Common Stock not then held by it and the Board of Directors (including a majority of the Disinterested Directors) approves the offer after receipt of a written fairness opinion from a nationally recognized investment banking firm to the effect that the consideration to be paid in the transaction is fair from a financial point of view to all shareholders of the Company (other than the offering shareholder) or (ii) if each of the ERI Parties and the Belfer Parties hold less than 5% of the then outstanding Common Stock. (b) ERI agrees that from and after the date hereof it will not, and that it will cause its Subsidiaries not to, and will not act in concert with any Person so as to form a group (as such term is defined in Regulation 13D promulgated under the Exchange Act) to, in any manner, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, beneficial ownership (as such term is defined in Regulation 13D promulgated under the Exchange Act) of any additional securities or debt instruments of the Company or any Subsidiary of the Company without the consent of the Medicor Group, so long as the Medicor Parties hold at least 5% of the then outstanding Common Stock, and the Belfer Group, so long as the Belfer Parties hold at least 5% of the then outstanding Common Stock. The restrictions set forth in this Section 4.1(b) shall not apply (i) so long as (A) ERI does not beneficially own more than 30% of the then outstanding Common Stock or (B) ERI makes an offer in writing to the Company's Board of Directors to acquire for cash all of the outstanding Common Stock not then held by it and the Board of Directors (including a majority of the Disinterested Directors) approves the offer after receipt of a written fairness opinion from a nationally recognized investment banking firm to the effect that the consideration to be paid in the transaction is fair from a financial point of view to all shareholders of the Company (other than the offering shareholder) or (ii) if each of the Medicor Parties and the Belfer Parties hold less than 5% of the then outstanding Common Stock. (c) The Belfer Group agrees that from and after the date hereof they will not, and will not act in concert with any Person so as to form a group (as such term is defined in Regulation 13D promulgated under the Exchange Act) to, in any manner, acquire, agree to -12- acquire or make any proposal to acquire, directly or indirectly, beneficial ownership (as such term is defined in Regulation 13D promulgated under the Exchange Act) of any additional securities or debt instruments of the Company or any Subsidiary of the Company without the consent of the Medicor Group, so long as the Medicor Parties hold at least 5% of the then outstanding Common Stock, and ERI, so long as the ERI Parties hold at least 5% of the then outstanding Common Stock. The restrictions set forth in this Section 4.1(c) shall not apply (i) so long as (A) the Belfer Parties do not beneficially own more than 20% of the then outstanding Common Stock or (B) the Belfer Parties make an offer in writing to the Company's Board of Directors to acquire for cash all of the outstanding Common Stock not then held by it and the Board of Directors (including a majority of the Disinterested Directors) approves the offer after receipt of a written fairness opinion from a nationally recognized investment banking firm to the effect that the consideration to be paid in the transaction is fair from a financial point of view to all shareholders of the Company (other than the offering shareholder) or (ii) if each of the Medicor Parties and the ERI Parties hold less than 5% of the then outstanding Common Stock. ARTICLE V REGISTRATION RIGHTS Section 5.1. Demand Registrations. (a) Requests for Registration. Each of the Medicor Group, on behalf of the Medicor Parties, ERI, on behalf of the ERI Parties, and the Belfer Group, on behalf of the Belfer Parties, shall have the right to request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration or, if available, on Form S-2 or S-3 or any similar short-form registration ("Short-Form Registrations") in accordance with this Article V. All registrations requested pursuant to this Section 5.l(a) are referred to herein as "Demand Registrations." (b) Short-Form Registrations. Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short form. The Company will use its best efforts to make Short-Form Registrations available for the sale of Registrable Securities. Demand Registration requests may be for shelf registrations if the Company is then eligible to effect shelf registrations. (c) Restrictions on Demand Registrations. The registration rights granted under this Section 5.1 are expressly subject to the following terms and conditions: 1. The Company will not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration. 2. The Company may postpone for up to ninety (90) days the filing or the effectiveness of a registration statement for a Demand Registration if the Company notifies the Party initiating the Demand Registration within fifteen (15) days after receipt of request for such registration (i) that the Company is at such time conducting or about to conduct an underwritten public offering of its securities for its own account and the Board of Directors has determined in its good faith judgment that such offering would be materially adversely effected by such registration requested by such Party or (ii) that the Board of Directors has determined, in -13- its good faith judgment, that such Demand Registration would reasonably be expected to have an adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction; provided, that, in such event, the holders of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration hereunder and the Company will pay all Registration Expenses in connection with such request. 3. Any request for a Demand Registration shall not be otherwise deemed to be effective unless such request includes the lesser of (i) at least ten percent (10%) of the Company's outstanding Common Stock or (ii) all of the Common Stock owned by the Parties making the request. Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. 4. The Medicor Parties and the ERI Parties shall each be entitled to initiate only three (3) Demand Registrations and the Belfer Parties shall be entitled to initiate only two (2) Demand Registrations to register Registrable Securities under the terms of this Section 5.1; provided, if one of such Parties joins in the Demand Registration initiated by the other in accordance with Section 5.1(c)(5), the initiating Party shall not be deemed to have initiated the Demand Registration for purposes (and solely for the purposes) of the limitation contained in this sentence. 5. If at any time or from time to time any of the Parties shall request registration of any Registrable Securities in accordance with this Section 5.1, the Company shall give the other Parties prompt written notice of the proposed registration. The other Parties shall have the right to join in such registration by giving notice to the Company within five (5) business days after such Party receives notice of the proposed registration from the Company and the Company shall include in such registration the number of Registrable Securities requested by such other Parties on the same terms and conditions as the Registrable Securities of the Party initiating the request. If the managing underwriter or underwriters of a proposed offering for which securities of more than one of the Parties are included pursuant to this Section 5.1(c)(5) advise the Company in writing that in its or their good faith judgment the total amount of securities to be included in such offering exceeds the number which can be sold in such offering within a price range reasonably acceptable to the Parties, then in such event the securities to be included in such offering shall be allocated pro rata among each such Parties and their Permitted Transferees participating in the offering based upon the number of Shares owned by each such Party and its Permitted Transferees. 6. Any registration statement filed on Form S-3 pursuant to Rule 415 of the Securities Act covering Registrable Securities shall be restricted for use pursuant to a firmly underwritten offering of Common Stock; provided, however, that a shelf registration statement filed under Rule 415 will not require a firm commitment underwritten offering for (i) sales of Common Stock constituting block sales of less than five percent (5%) of the Common Stock outstanding to institutional investors in solicited transactions, or (ii) sales into the market -14- in unsolicited brokers transactions if the total amount of shares registered for sale in this manner involves less than ten percent (10%) of the shares of Common Stock then outstanding. Each offering of Registrable Securities under this Section 5.1 pursuant to a shelf registration statement under Rule 415, other than offers and sales of Common Stock pursuant to subsections (i) and (ii) of the preceding sentence, shall be treated as a Demand Registration (other than for purposes of Section 5.1(c)(1)) and must satisfy all requirements for a Demand Registration. (d) Other Registration Rights. The Company will not grant to any Person the right to request the Company to register any equity securities of the Company with terms more favorable to such Person than those granted in this Agreement without the prior written consent of the Medicor Group, ERI and the Belfer Group. Section 5.2. Piggyback Registrations. (a) Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration on Form S-4 or Form S-8 or any successor or similar forms and other than a Demand Registration pursuant to Section 5.1) and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), whether or not for sale for its own account, the Company will give prompt written notice to the Medicor Group, on behalf of the Medicor Parties, ERI, on behalf of the ERI Parties, and the Belfer Group, on behalf of the Belfer Parties, of its intention to effect such a registration and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (20) days after the receipt of the Company's notice. The Company will use its reasonable best efforts to include, and to cause the managing underwriters, if applicable, to include in the proposed offering such Registrable Securities on the same terms and conditions as the securities of the Company included in such registration. (b) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range reasonably acceptable to the Company, the Company will include in such registration (i) first, the securities the Company proposes to sell, to the extent of availability and, (ii) second, all other securities (including the Registrable Securities) requested to be included in such registration, pro rata among the respective holders thereof on the basis of the number of securities owned by each such holder. (c) Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range reasonably acceptable to such holders, the securities which can be included in such registration shall be allocated as follows: (i) first, the securities (including the Registrable Securities) requested to be included in such registration by the Persons exercising the Demand Registration, (ii) then, to the extent of availability, securities to be registered for the account of the Company and (iii) thereafter, to the extent of availability, to other security holders -15- exercising piggyback registration rights, pro rata based upon the number of Shares owned by each such holder. (d) Limited Purpose Shelf Registration Statement. In order to facilitate the exercise by the Medicor Group, ERI and the Belfer Group of their Piggyback Registration rights, upon request of either the Medicor Group, ERI or the Belfer Group (any such request shall not constitute a Demand Registration for purposes of Section 5.1), the Company shall prepare and file with the Commission one or more registration statements on Form S-3 under Rule 415 of the Securities Act providing for the resale of Registrable Securities in an amount of shares to be mutually agreed by Company and the Medicor Group, ERI and the Belfer Group from time to time, provided, that such registration statement on Form S-3 shall be restricted for use by the holders of the securities subject to such registration statement only for participation pursuant to Section 5.2 in a firmly underwritten public offering of Common Stock proposed by the Company for the account of the Company or the account of any other security holder. Section 5.3. Holdback Agreements. (a) If requested in writing by the Company or the managing underwriters, if any, of any registration effected pursuant to Sections 5.1 or 5.2, the Medicor Group agrees not to and will cause the other Medicor Parties not to, ERI agrees not to and will cause the other ERI Parties not to, and the Belfer Group agrees not to and will cause the other Belfer Parties not to effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the time period reasonably requested by the managing underwriters, not to exceed seven (7) days prior to and the 180-day period beginning on the effective date of any underwritten Demand Registration, any underwritten Piggyback Registration or other underwritten registration by the Company of its securities (except as part of such underwritten registration). (b) If requested in writing by the managing underwriters of any registration effected pursuant to Section 5.1 or 5.2, the Company agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms), and (ii) to cause each holder of its Common Stock, or any securities convertible into or exchangeable or exercisable for Common Stock, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering), to so agree. (c) If the Company has previously filed a registration statement with respect to Registrable Securities pursuant to Sections 5.1 or 5.2, and if such previous registration has not been withdrawn or abandoned, the Company will not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-4 or Form S-8 or any successor forms), whether on its own behalf or at the request of any holder or holders of -16- such securities, until a period of at least ninety (90) days has elapsed from the effective date of such previous registration. Section 5.4. Registration Procedures. Whenever the Medicor Group, on behalf of the Medicor Parties, ERI, on behalf of the ERI Parties, or the Belfer Group on behalf of the Belfer Parties has requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company will as expeditiously as possible: (a) prepare and file with the Commission a registration statement with respect to such Registrable Securities and thereafter use its reasonable best efforts to cause such registration statement to become effective (provided that, before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to reasonable review of such counsel); (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of either (i) not less than six months (subject to extension pursuant to Section 5.7(b)) or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer or (ii) such shorter period as will terminate when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (but in any event not before the expiration of any longer period required under the Securities Act), and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; (c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; (d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction); -17- (e) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event as a result of which, the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, at the request of any such seller, the Company will prepare and furnish to such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange; (g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; (h) enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split or a combination of shares); (i) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, Directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; (j) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (k) in the event of the issuance of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order and to notify the holders of all of the Registrable Securities covered by the registration statement of such order; -18- (l) obtain a cold comfort letter, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), signed by the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement); (m) provide a legal opinion of the Company's outside counsel, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included herein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature; (n) promptly furnish to the managing underwriter, if any, and each seller of Registrable Securities copies of any written request by the Commission or any state securities authority for amendments or supplements to a registration statement or prospectus or for additional information; and (o) make reasonably available its employees and personnel and otherwise provide reasonable assistance to any underwriters in the marketing of Registrable Securities in any underwritten offering. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Section 5.5. Registration Expenses. (a) The Company shall pay all Registration Expenses relating to any registration of Registrable Securities hereunder. "Registration Expenses" shall mean any and all fees and expenses incident to the Company's performance of or compliance with this Article V, including, without limitation: (i) Commission, stock exchange or National Association of Securities Dealers, Inc. registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the Nasdaq National Market, (ii) fees and expenses of compliance with state securities or "blue sky" laws and in connection with the preparation of a "blue sky" survey, including, without limitation, reasonable fees and expenses of blue sky counsel, (iii) printing expenses, (iv) messenger and delivery expenses, (v) fees and disbursements of counsel for the Company, (vi) with respect to each registration, reasonable fees and disbursements of one counsel for the selling holders of Shares (selected by the holders making the Demand Registration request, in the case of a registration pursuant to Section 5.1, and selected by the holders of a majority of the Registrable Securities included in such registration, in the case of a registration pursuant to Section 5.2) as well as of one local counsel, (vii) fees and disbursements of all independent public accountants (including the expenses of any audit and/or "cold comfort" -19- letter) and fees and expenses of other persons, including special experts, retained by the Company, and (viii) any other fees and disbursements of underwriters, if any, customarily paid by issuers or sellers of securities. (b) Notwithstanding the foregoing, (i) the provisions of this Section 5.5 shall be deemed amended to the extent necessary to cause these expense provisions to comply with "blue sky" laws of each state in which the offering is made and (ii) in connection with any registration hereunder, each holder of Registrable Securities being registered shall pay all underwriting discounts and commissions and transfer taxes, if any, attributable to the Registrable Securities included in the offering by such holder. Section 5.6. Indemnification. (a) The Company agrees to indemnify and hold harmless, to the extent permitted by law, each holder of Registrable Securities, its officers and Directors and each Person who controls such holder (within the meaning of the Securities Act) against any losses, claims, damages, liabilities, joint or several, to which such holder or any such Director or officer or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained (A) in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or (B) in any application or other document or communication (in this Section 5.6 collectively called an "application") executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration statement under the "blue sky" or securities laws thereof, or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder and each such Director, officer and controlling person for any legal or any other expenses incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information prepared and furnished to the Company by such holder expressly for use therein or by such holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and Directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities. (b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing such information and documents as the Company reasonably requests for use in connection with -20- any such registration statement or prospectus and, to the extent permitted by law, will indemnify and hold harmless the Company, its Directors and officers and each other Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities, joint or several, to which the Company or any such Director or officer or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or in any application or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information prepared and furnished to the Company by such holder expressly for use therein, and such holder will reimburse the Company and each such Director, officer and controlling person for any legal or any other expenses incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that the obligation to indemnify will be individual to each holder and will be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement. (c) Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. (d) The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, Director or controlling Person of such indemnified party and will survive the transfer of securities by any holder thereof. The Company also agrees to make such provisions, as are reasonably requested by any indemnified party, for contribution to such party in the event the Company's indemnification is unavailable for any reason. Section 5.7. Participation in Underwritten Registrations. (a) If requested by the underwriters for any underwritten offering pursuant to a Demand Registration requested under Section 5.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be -21- satisfactory in form and substance to the Person who requested such registration and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. In the case of a registration pursuant to Section 5.2 hereof, if the Company shall have determined to enter into any underwriting agreements in connection therewith, all of the holders' Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Such underwriting agreement shall also contain such representations, warranties, indemnities and contributions by the participating holders as are customary in agreements of that type. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 5.4(b) during which a registration statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.4(e). Section 5.8. Current Public Information. At all times after the Company has filed a registration statement with the Commission pursuant to the requirements of either the Securities Act or the Exchange Act, the Company will file all reports required to be filed by it under the Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder, and will take such further action as any holder or holders of Registrable Securities may reasonably request, all to the extent required to enable such holders to sell Registrable Securities pursuant to Rule 144. Section 5.9. Cooperation. If the Company determines to authorize and/or issue any capital stock or other debt or equity securities in a public offering, each of the Parties and their Permitted Transferees agrees to cooperate with the Company and to take all action necessary to assist the Company in consummating such transaction. ARTICLE VI GENERAL PROVISIONS Section 6.1. 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 delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows: -22- If to the Belfer Group: Robert A. Belfer 767 Fifth Avenue, 46th Floor New York, New York 10153 Fax Number: (212) 644-2300 Phone Number: (212) 644-2200 With a copy to: Vinson & Elkins L.L.P. 666 Fifth Avenue, 26th Floor New York, New York 10103-0400 Attention: Alan P. Baden Fax Number: (917) 206-8100 Phone Number: (917) 206-8001 If to Westport or the Company: Donald D. Wolf, Chairman and Chief Executive Officer 1670 Broadway, Suite 2800 Denver, CO. 80202 Fax Number: (303) 573-5609 Phone Number: (303) 573-5404 If to Westport Energy LLC: Westport Energy LLC c/o Westport Investments Limited Lyford Manor Lyford Cay P.O. Box N-7776 Nassau, Bahamas Fax Number: (242) 362-5788 With a copy to: Akin Gump Strauss Hauer & Feld LLP 1700 Pacific Avenue, Suite 4100 Dallas, Texas 75201-4675 Attention: Michael E. Dillard, P.C. Fax Number: (214) 969-4343 Phone Number: (214) 969-2800 -23- And to: Michael Russell Dr. Richard J. Haas Partners Dukes Court 32 Duke Street, St. James's London, SW1Y 6DF Fax Number: 020.7.321.5242 Phone Number: 020.7.321.5200 If to ERI Investments, Inc.: Johanna G. O'Loughlin Vice President, General Counsel and Secretary ERI Investments, Inc. One Oxford Centre, Suite 3300 Pittsburgh, PA 15219 Telephone: (412) 553-7760 Telecopy: (412) 553-5970 With a copy to: Stephen W. Johnson, Esquire Reed Smith LLP 435 Sixth Avenue Pittsburgh, PA 15219-1886 Telephone: (412) 288-3131 Telecopy: (412) 288-3053 If to the Medicor Group: Medicor Foundation c/o Jura Trust AG Mitteldorf 1 Postfach 838 FL-9490 Vaduz, Liechtenstein With a copy to: Kenneth S. Witt Greenberg Traurig, LLP 1200 17th Street, Suite 2400 Denver, CO 80202 Telephone: (303) 572-6510 Telecopy: (303) 572-6540 -24- or to such other address as any party shall specify by written notice so given, and such notice shall be deemed to have been delivered as of the date so telecommunicated, personally delivered or mailed. Section 6.2. Assignment; Binding Effect; Benefit. Any Party that Transfers to a Permitted Transferee shall promptly give written notice of such Transfer to the Parties pursuant to Section 6.1 and shall deliver to such Parties a copy of the written agreement pursuant to which the Permitted Transferee has agreed to be bound by the terms of this Agreement. Other than Transfers to Permitted Transferees, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties or their Permitted Transferees without the prior written consent of the other Parties; provided, that the Medicor Parties, the ERI Parties and the Belfer Parties may assign all or a portion of their rights under Article V in connection with any Transfer of Registrable Securities made in accordance with this Agreement if immediately after the Transfer, the transferee beneficially owns at least ten percent (10%) of the Common Stock of the Company then outstanding, in which event each transferee will have rights and obligations under Article V as if it was a party to this Agreement to the extent of such assignment. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. Section 6.3. Entire Agreement. The Merger Agreement, this Agreement, the exhibits and schedules hereto and any certificate delivered by the parties in connection herewith constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings (oral and written) among the parties with respect thereto. Section 6.4. Amendment. No amendment, modification or waiver of this Agreement shall be effective against any Party unless it shall be in writing and signed by such Party. Notwithstanding the foregoing, Exhibit A shall be amended or modified from time to time to reflect Transfers to Permitted Transferees by giving written notice of such Transfers to the Parties pursuant to Section 6.1. Section 6.5. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to its rules of conflict of laws. The Parties 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 hereby accept the exclusive jurisdiction of those courts for the purpose of any suit, action or proceeding. Section 6.6. Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may -25- consist of a number of copies of this Agreement, each of which may be signed by less than all of the parties hereto, but together all such copies are signed by all of the parties hereto. Section 6.7. Headings. Headings of the Articles and Sections of this Agreement are for the convenience of the parties only and shall be given no substantive or interpretive effect whatsoever. Section 6.8. Interpretation. In this Agreement, unless the context otherwise requires: (i) words describing the singular number shall include the plural and vice versa; (ii) "including" shall mean including, without limitation; (iii) words denoting any gender shall include all genders; and (iv) words denoting natural persons shall include corporations and partnerships and vice versa. Section 6.9. Incorporation of Exhibits and Schedules. All exhibits and schedules hereto are hereby incorporated herein and made a part hereof for all purposes as if fully set forth herein. Section 6.10. Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or otherwise affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable. Section 6.11. Enforcement of Agreement. The Parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the Parties and their Permitted Transferees shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court, this being in addition to any other remedy to which they may be entitled at law or in equity. Section 6.12. Confidentiality. None of the Medicor Group, their Affiliates, employees, agents or representatives, ERI, its Affiliates, employees, agents or representatives nor the Belfer Group, their Affiliates, agents or representatives shall disclose to any third party any information obtained about the Company or its operations or business which it may have acquired pursuant to this Agreement, the Original Shareholders Agreement, the Amended Shareholders Agreement or the Second Amended and Restated Shareholders Agreement without the prior written consent of the Company; 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. Section 6.13. Termination. This Agreement shall terminate and shall cease to be binding on the Parties upon the earliest to occur of: -26- (a) with respect to any Party and its Permitted Transferees, the date on which such Party and its Permitted Transferees cease to own at least 5.0% of the outstanding Common Stock; and (b) with respect to any Party and its Permitted Transferees, the date on which such Party and its Permitted Transferees cease to own at least 25% of the Common Stock owned by them as of the Effective Time; and (c) the date on which all of the Parties who are then bound hereby mutually consent to terminate this Agreement in writing; provided, however, notwithstanding the provisions of Section 6.13 (a), (b) and (c) above, the provisions of Article V shall continue in effect with respect to a Party and its Permitted Transferees as long as it holds Registrable Securities and the provisions of Section 6.12 shall not terminate. Section 6.14. Belfer Group Representative. Robert A. Belfer shall be the initial Belfer Group representative (the "Belfer Group Representative"). The Belfer Group Representative may be changed by delivery of a written notification delivered to the parties hereto and executed by all of the members of the Belfer Group. Each member of the Belfer Group hereby appoints the person or entity who is, from time to time, duly appointed under this Section 6.14 as the Belfer Group Representative to give any consent or approval, exercise any right or take any action contemplated under this Agreement on behalf of the Belfer Group. The members of the Belfer Group shall be so bound by the Belfer Group Representative and the parties to this Agreement shall be entitled to rely on the actions taken by the Belfer Group Representative contemplated by this Agreement. Section 6.15. Medicor Group Representative. Michael Russell shall be the initial Medicor Group representative (the "Medicor Group Representative"). The Medicor Group Representative may be changed by delivery of a written notification delivered to the parties hereto and executed by all of the members of the Medicor Group. Each member of the Medicor Group hereby appoints the person or entity who is, from time to time, duly appointed under this Section 6.15 as the Medicor Group Representative to give any consent or approval, exercise any right or take any action contemplated under this Agreement on behalf of the Medicor Group. The members of the Medicor Group shall be so bound by the Medicor Group Representative and the parties to this Agreement shall be entitled to rely on the actions taken by the Medicor Group Representative contemplated by this Agreement. The inclusion of WELLC and Medicor in a group, referenced in this Agreement as the Medicor Group, and the appointment by WELLC and Medicor of a Medicor Group Representative, as set forth above in this Section 6.15, are merely for administrative convenience. Each of Medicor and WELLC is a distinct legal entity, and neither Medicor nor WELLC controls the other or is under the common control of a third party. Section 6.16. Effective Time. Notwithstanding anything herein to the contrary, this Agreement shall become effective upon the transfer by WELLC of not less than nine million of its shares of Common Stock to Medicor (the "Effective Time"). The representations and warranties contained herein shall be deemed to have been made as of the Effective Time. If the above mentioned transfer by WELLC to Medicor does not occur on or before April 15, 2003 for -27- any reason, this Agreement shall terminate and the Second Amended and Restated Shareholders Agreement shall remain in effect. -28- IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Shareholders Agreement and caused the same to be duly delivered on their behalf as of the day and year first written above, to be effective as of the Effective Date. WESTPORT RESOURCES CORPORATION By: /s/ Barth E. Whitham ----------------------------------------- Name: Barth E. Whitham Title: President and Chief Operating Officer WESTPORT ENERGY LLC: By: WESTPORT INVESTMENTS LIMITED, its Managing Member By: /s/ Robert A. Haas ------------------------------------ Name: Robert A. Haas Title: Vice President ERI INVESTMENTS, INC.: By: /s/ Kenneth J. Kubacki ----------------------------------------- Name: Kenneth J. Kubacki Title: Vice President MEDICOR FOUNDATION: By: /s/ Ursula Haas ----------------------------------------- Name: Ursula Haas Title: President By: /s/ Michael Russell ----------------------------------------- Name: Michael Russell Title: Member of Council -29- /s/ Robert A. Belfer --------------------------------------------- ROBERT A. BELFER /s/ Jack Saltz --------------------------------------------- JACK SALTZ SALTZ INVESTMENT GROUP, LLC: By: /s/ Jack Saltz ----------------------------------------- Name: Jack Saltz Title: Manager and Member JACK & ANITA SALTZ FOUNDATION: By: /s/ Jack Saltz ----------------------------------------- Name: Jack Saltz Title: President THE ROBERT A. AND RENEE E. BELFER FAMILY FOUNDATION: By: /s/ Robert A. Belfer ----------------------------------------- Name: Robert A. Belfer Title: Trustee and Donor BELFER CORP.: By: /s/ Robert A. Belfer ----------------------------------------- Name: Robert A. Belfer Title: President -30- BELWEST PETROLEUM, INC.: By: /s/ Robert A. Belfer ----------------------------------------- Name: Robert A. Belfer Title: President A&B INVESTORS, INC.: By: /s/ Robert A. Belfer ----------------------------------------- Name: Robert A. Belfer Title: ________________________________ RENEE HOLDINGS PARTNERSHIP, L.P.: By: /s/ Robert A. Belfer ----------------------------------------- Name: Robert A. Belfer Title: General Partner THE LAURENCE D. BELFER FAMILY FOUNDATION: By: /s/ Laurence D. Belfer ----------------------------------------- Name: Laurence D. Belfer Title: Trustee and Donor LDB CORP.: By: /s/ Laurence D. Belfer ----------------------------------------- Name: Laurence D. Belfer Title: President -31- ROBERT A. BELFER 1990 FAMILY TRUST: By: /s/ Laurence D. Belfer ----------------------------------------- Name: Laurence D. Belfer Title: Trustee VANTZ LIMITED PARTNERSHIP: By: VANTZ LLC Its General Partner By: /s/ Laurence D. Belfer ------------------------------------- Name: Laurence D. Belfer Title: _____________________________ LDB TWO CORP.: By: /s/ Laurence D. Belfer ----------------------------------------- Name: _________________________________ Title: _________________________________ BELFER TWO CORP.: By: /s/ Robert Belfer ----------------------------------------- Name: Robert Belfer Title: President -32- LIZ PARTNERS, L.P. By: Liz Associates LLC, Its General Partner By: /s/ Robert Belfer ------------------------------------- Name: Robert Belfer Title: Managing Member of Liz Associates LLC -33- EXHIBIT A CERTAIN STOCKHOLDERS -------------------- Jack Saltz Saltz Investment Group, LLC Jack & Anita Saltz Foundation The Robert A. and Renee E. Belfer Family Foundation, Robert A. Belfer Belfer Corp. Belwest Petroleum, Inc. A&B Investors, Inc. Renee Holdings Partnership, L.P. The Laurence D. Belfer Family Foundation LDB Corp. Robert A. Belfer 1990 Family Trust Vantz Limited Partnership LDB Two Corp. (a Permitted Transferee of the Shares previously held by Laurence D. Belfer) Belfer Two Corp. (a Permitted Transferee of the Shares previously held by Renee E. Belfer) Liz Partners, L.P. (a Permitted Transferee of the Shares previously held by Elizabeth K. Belfer, which includes Shares distributed pursuant to the expiration of the two trusts for the benefit of Elizabeth K. Belfer (T6 and T7)) -34- SCHEDULE 2.2 OWNERSHIP - EACH MEDICOR PERSON Ownership of Common Stock Stockholder as of the date hereof ----------- --------------------- Medicor Foundation 11,000,000 Westport Energy LLC 3,238,001 -35- SCHEDULE 2.3 OWNERSHIP -- ERI PARTIES ------------------------ Ownership of Common Stock Stockholder as of the date hereof ----------- --------------------- ERI Investments, Inc. 13,911,152 -36- SCHEDULE 2.4 OWNERSHIP - EACH BELFER PERSON ------------------------------ Shares held as of Stockholder the date hereof ----------- ------------------ Jack Saltz 6,187 Saltz Investment Group, LLC(1) 776,829 Jack & Anita Saltz Foundation(1) 62,039 The Robert A. and Renee E. Belfer Family Foundation(2) 263,793 Robert A. Belfer -- Belfer Corp. (2) 2,753,270 Belwest Petroleum, Inc. (2) 136 A&B Investors, Inc. (2) -- Renee Holdings Partnership, L.P. (2) 492,283 The Laurence D. Belfer Family Foundation(3) 5,077 LDB Corp. (3) 112,552 Robert A. Belfer 1990 Family Trust(3) 230,040 Vantz Limited Partnership (3) 261,610 LDB Two Corp. (3) 823,031 Belfer Two Corp. (2) 1,157,309 Liz Partners, L.P. (2) 495,899 (1) c/o Jack Saltz, 767 Fifth Floor Avenue, 46th Floor, New York, New York 10153 (2) c/o Robert A. Belfer, 767 Fifth Avenue, 46th Floor, New York, New York 10153 (3) c/o Laurence D. Belfer, 767 Fifth Avenue, 46th Floor, New York, New York 10153 -37- EX-10.3 4 a2107755zex-10_3.txt EXHIBIT 10.3 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/ Jean F. Marks By /s/ Philip P. Conti - ---------------------------------- ----------------------------------- Asst. Secretary Asst. Treasurer ATTEST: NORESCO HOLDINGS, INC. /s/ Jean F. Marks By /s/ Philip P. Conti - ---------------------------------- ----------------------------------- Asst. Secretary Asst. Treasurer ATTEST: NORESCO, LLC /s/ Jean F. Marks By /s/ Philip P. Conti - ---------------------------------- ----------------------------------- Asst. Secretary Asst. Treasurer ATTEST: EQUITABLE ENERGY, LLC /s/ Jean F. Marks By /s/ Philip P. Conti - ---------------------------------- ------------------------------------ Asst. Secretary Asst. Treasurer FOUNDATION: ATTEST: EQUITABLE RESOURCES FOUNDATION, INC. /s/ Martin Fritz By /s/ James E. Crockard, III - ---------------------------------- ------------------------------------ Secretary Treasurer EX-10.4 5 a2107755zex-10_4.txt EXHIBIT 10.4 Exhibit 10.4 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT ("AGREEMENT") is made and entered into as of this 28th day of March, 2003 by and among ERI Investments, Inc., a Delaware corporation ("ERI"), Equitable Production Company, a Pennsylvania corporation and wholly owned subsidiary of ERI ("PRODUCTION"), and NORESCO Holdings, Inc., a Delaware corporation and wholly owned subsidiary of ERI ("NORESCO", and together with Production, the "ERI SUBSIDIARIES"). WITNESSETH WHEREAS, ERI directly owns 13,911,152 shares of Common Stock, par value $0.01 per share, of Westport Resources Corporation, a Nevada corporation ("WRC"); and WHEREAS, ERI desires to contribute to the capital of the ERI Subsidiaries 905,000 shares of Common Stock of WRC (the "SHARES"), and the ERI Subsidiaries desire to accept the capital contribution of the Shares pursuant to the terms of this Agreement. NOW, THEREFORE, in consideration of the covenants and agreements made herein, the receipt, adequacy and legal sufficiency of which is hereby acknowledged, intending to be legally bound, the parties hereby agree as follows: 1. RECITATIONS. The recitations set forth hereinabove are true, correct and incorporated herein by reference. 2. SHARES. ERI hereby transfers all of its right, title and interest to the Shares to the capital of the ERI Subsidiaries as follows: 575,000 of the Shares to Production and 330,000 of the Shares to NORESCO. 3. SEVERABILITY. If any provision of this Agreement or the application of any provision hereof to any party or set of circumstances is held invalid, the remainder of this Agreement and the application of such provision to the other parties or set of circumstances shall not be affected, unless the provision held invalid shall substantially impair the benefits of the remaining portions of this Agreement. 4. ENTIRE AGREEMENT. This Agreement contains the entire agreement among the parties with respect to the subject matter hereof, and supersedes all prior agreements, written or oral, with respect thereto. The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. 5. WAIVERS AND AMENDMENTS. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions hereof may be waived only be a written instrument signed by all of the parties hereto. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver by any party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies which either party may otherwise have at law or in equity. 6. GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the conflicts of law provisions thereof. 7. BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, successors and assigns. 8. COUNTERPARTS. This Agreement may be executed in any number- of counterparts, each of which when so executed shall constitute an original copy hereof, but all of which together shall be considered but one in the same document. [SIGNATURE PAGE FOLLOWS] 2 IN WITNESS WHEREOF, the undersigned have executed this Contribution Agreement as of the date first above written. ERI INVESTMENTS, INC. By: /s/ Kenneth J. Kubacki --------------------------------------- Name: KENNETH J. KUBACKI Title: VICE PRESIDENT EQUITABLE PRODUCTION COMPANY By: /s/ Philip P. Conti --------------------------------------- Name: PHILIP P. CONTI Title: ASST. TREASURER NORESCO HOLDINGS, INC. By: /s/ Philip P. Conti -------------------------------------- Name: PHILIP P. CONTI Title: ASST. TREASURER 3 EX-10.5 6 a2107755zex-10_5.txt EXHIBIT 10.5 Exhibit 10.5 AGREEMENT THIS AGREEMENT ("Agreement") is made as of this 28th day of March, 2003, by and among ERI INVESTMENTS, INC., a Delaware Corporation, and its subsidiary corporations, EQUITABLE PRODUCTION COMPANY and NORESCO HOLDINGS, INC. (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, the Donors currently intend to make an irrevocable gift during the year 2003 of up to One Million (1,000,000) shares of the common stock (hereinafter referred to as the "Stock"), par value $0.01 per share, of Westport Resources Corporation, a Nevada corporation ("Westport"), to the Foundation, which gift shall be made in such stages as Donors and the Foundation shall agree; and WHEREAS, Equitable Production Company and NORESCO Holdings, Inc. have made an irrevocable commitment that they will collectively donate a minimum of Nine Hundred Five Thousand (905,000) shares of Stock to the Foundation during the year 2003; and WHEREAS, the Stock, in the hands of the Donors, is subject to certain limitations on transfer imposed by Rule 144 of the Securities and Exchange Commission promulgated pursuant to the Securities Act of 1933, as amended (the "Act"); and WHEREAS, it is the intention and belief of the parties hereto that the Stock is and shall be freely and immediately transferable by the Foundation, and that the parties seek to ensure the same. NOW, THEREFORE intending to be legally bound, the parties hereto agree as follows: FIRST: The Donors, on behalf of themselves and any affiliates (as defined in Rule 144), and all other successors-in-interest, agree that disposition of any shares of Stock shall be limited for so long as the Foundation holds any of the Stock. Specifically it is agreed that the Donors and such entities or successors shall not sell, or otherwise transfer at any time any shares of Stock which when aggregated with the largest number of shares of Stock owned by the Foundation in the three months preceding the date of the sale or transfer, exceed the greater of (i) one percent (1%) of the issued and outstanding shares of Westport common stock, or (ii) the average weekly trading volume of the shares during the preceding four (4) calendar weeks, or (iii) any other applicable volume limitation under either Rule 144 or the Act itself. In addition, the Donors agree to take any and all actions reasonably necessary to confirm the right of the Foundation to sell all or any portion of the Stock under Rule 144, and shall execute and deliver all such other agreements, certificates, instruments and documents as may be necessary to affirm and confirm and to carry out the intent and accomplish the purposes of this Agreement, including, but not limited to, the procurement at the Donors' sole expense, of any necessary or appropriate opinion of counsel regarding transferability. SECOND: In addition to the foregoing, the Donors represent that the transfer of the Stock to the Foundation is exempt from registration under the Act and, as of the date hereof, to the best of Donors' knowledge there is no proposed recapitalization, tender or 2 exchange offer, stock repurchase program or similar plan that would have the effect of substantially reducing the number of outstanding shares of Stock within the first three (3) months following the contribution. Furthermore, as to the current contribution and any future contribution of shares of Stock to the Foundation, Donors agree not to contribute such shares in an amount that would cause the Foundation to possess more shares than can be freely sold under the limitations of Rule 144 or the Act. THIRD: The Donors further represent that, as of the date hereof, Donors have not contributed shares of Westport common stock to private foundations (including the Foundation) that exceed, in the aggregate, ten percent (10%) (in value) of all of the outstanding common stock of Westport. The Donors further agree that they shall not make future contributions to private foundations (including the Foundation) that will result, in the aggregate, in contributions in excess of such ten percent (10%) limitation. 3 This Agreement is executed as of the date first written above. DONORS: ATTEST: ERI INVESTMENTS, INC. /s/ Clara Paschitti By /s/ Kenneth J. Kubacki - ------------------------------------- -------------------------------- Asst. Secretary Vice President ATTEST: EQUITABLE PRODUCTION COMPANY /s/ Jean F. Marks By /s/ Philip P. Conti - ------------------------------------- -------------------------------- Asst. Secretary Asst. Treasurer ATTEST: NORESCO HOLDINGS, INC. /s/ Jean F. Marks By /s/ Philip P. Conti - ------------------------------------- --------------------------------- Asst. Secretary Asst. Treasurer FOUNDATION: ATTEST: EQUITABLE RESOURCES FOUNDATION, INC. /s/ Martin Fritz By /s/ James E. Crockard, III - ------------------------------------- --------------------------------- Secretary Treasurer 4 -----END PRIVACY-ENHANCED MESSAGE-----