0001104659-04-010144.txt : 20040414 0001104659-04-010144.hdr.sgml : 20040414 20040414170801 ACCESSION NUMBER: 0001104659-04-010144 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20040414 GROUP MEMBERS: DAVID L. PORGES GROUP MEMBERS: EQT INVESTMENT, LLC GROUP MEMBERS: MURRY S. GERBER FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EQUITABLE RESOURCES INC /PA/ CENTRAL INDEX KEY: 0000033213 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] 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: 005-54201 FILM NUMBER: 04733751 BUSINESS ADDRESS: STREET 1: 1670 BROADWAY STREET 2: SUITE 2800 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-573-5404 MAIL ADDRESS: STREET 1: 1670 BROADWAY STREET 2: SUITE 2800 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: BELCO OIL & GAS CORP DATE OF NAME CHANGE: 19960207 SC 13D/A 1 a04-4410_2sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D (Rule 13d-101)

Under the Securities Exchange Act of 1934
(Amendment No. 5 )

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, $.01 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 13, 2004

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

The total number of shares of Common Stock, par value $0.01 per share (“Common Stock”), of Westport Resources Corporation (“Issuer” or the “Company”) reported herein is 11,536,471 shares, which constitutes 17.04% of the total number of shares outstanding as of March 3, 2004. Ownership percentages set forth herein are based on the Issuer’s Form 10-K filed on March 5, 2004, which disclosed that there were 67,716,290 shares of Common Stock of Issuer outstanding, and 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.

CUSIP No. 961418100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) EQT Investments, LLC 51-0394048

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds See Item 3

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 11,527,971

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 11,527,971

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,527,971

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 17.02%

	14.	Type of Reporting Person OO

	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)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds See Item 3

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Pennsylvania

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 11,527,971 (1)

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 11,527,971 (1)

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,527,971 (1)

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 17.02%

	14.	Type of Reporting Person OO

(1) Includes 11,527,971 shares of Issuer Common Stock held by EQTI, a wholly owned subsidiary of Equitable Resources, Inc. (“Equitable”). Equitable may be deemed to beneficially own these shares. Equitable disclaims beneficial ownership of the shares of Issuer Common Stock held by EQTI.

	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)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds See Item 3

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 11,534,471 (2)

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 11,534,471 (2)

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,534,471

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 17.03%

	14.	Type of Reporting Person IN

(2) Includes (i) 11,527,971 shares of Issuer Common Stock held by EQTI, 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 (ii) 6,500 shares of Issuer Common Stock held by Mr. Gerber directly. Mr. Gerber disclaims beneficial ownership of 11,527,971 shares of Issuer Common Stock held by EQTI.

	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)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds See Item 3

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 11,529,971 (3)

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 11,529,971 (3)

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,529,971

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 17.03%

	14.	Type of Reporting Person IN

(3) Includes (i) 11,527,971 shares of Issuer Common Stock held by EQTI, 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 (ii) 2,000 shares of Issuer Common Stock directly held by Mr. Porges. Mr. Porges disclaims beneficial ownership of 11,527,971 shares of Issuer Common Stock held by EQTI.

THIS AMENDMENT NO. 5 TO SCHEDULE 13D RELATES TO THE SCHEDULE 13D ORIGINALLY FILED ON BEHALF OF THE REPORTING PERSONS WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 2001 (AS AMENDED BY AMENDMENT NO. 1 TO SCHEDULE 13D FILED WITH THE COMMISSION ON APRIL 7, 2003, AS AMENDED AND RESTATED BY AMENDMENT NO. 2 TO SCHEDULE 13D FILED WITH THE COMMISSION ON OCTOBER 21, 2003, AS AMENDED BY AMENDMENT NO. 3 TO SCHEDULE 13D FILED WITH THE COMMISSION ON NOVEMBER 18, 2003, AS AMENDED BY AMENDMENT NO. 4 TO SCHEDULE 13D FILED WITH THE COMMISSION ON DECEMBER 4, 2003, THE “SCHEDULE 13D”). THE SCHEDULE 13D IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:

SCHEDULE 13D

Item 1.	Security and Issuer
This statement on Schedule 13D relates to the Common Stock, par value $0.01 per share (“Common Stock”), of Westport Resources Corporation (“Issuer”). The principal executive offices of the Issuer are located at 1670 Broadway Street, Suite 2800, Denver, Colorado 80202.

Item 2.	Identity and Background
This Schedule 13D is being filed by EQT Investments, LLC, a Delaware limited liability company (“EQTI”), Equitable Resources, Inc., a Pennsylvania corporation (“Equitable” and together with EQTI, the “EQT Entities”), and the following individuals: Murry S. Gerber and David L. Porges.
EQTI's principal business is to serve as a holding company for various subsidiaries and affiliates of Equitable. The address of EQTI's principal office is: 801 West Street, 2nd Floor, Wilmington, Delaware 19801. EQTI is a wholly owned subsidiary of Equitable.
The principal business of Equitable is to serve as an integrated energy company with an emphasis on 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. Murry S. Gerber is the Chairman, President and Chief Executive Officer of Equitable. David L. Porges is the 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 EQTI, Equitable nor Messrs. Gerber and Porges, 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 3.	Source and Amount of Funds or Other Consideration
The shares of Common Stock to which this statement on Schedule 13D relates were acquired by means other than purchase. The method of acquisition is described in Item 4 below.

Item 4.	Purpose of Transaction
On August 21, 2001, the stockholders of Belco Oil & Gas Corp., a Nevada corporation (“Belco”), and the stockholders of Westport Resources Corporation, a Delaware corporation (“Westport”), approved and adopted an Agreement and Plan of Merger dated as of June 8, 2001 (the “Belco Merger Agreement”) by and between Belco and Westport providing for the merger of Westport with and into Belco (the “Belco Merger”). In connection with the Belco Merger, Belco changed its name to Westport Resources Corporation. Westport stockholders received one share of Issuer Common Stock for each share of old Westport Common Stock they owned. ERI Investments, Inc., a wholly owned subsidiary of Equitable (“ERI”), was a Westport stockholder and received 13,911,152 shares of Issuer Common Stock in the Belco Merger.
On March 28, 2003, NORESCO Holdings, Inc. (“NORESCO”) and Equitable Production Company (“EQT Production”), each a wholly owned subsidiary of Equitable, acquired 330,000 shares and 575,000 shares, respectively, of Issuer 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, Equitable Resources Foundation, Inc. (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 Issuer Common Stock to the Foundation. EQT Production donated 547,450 shares of Issuer 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.
On May 19, 2003, EQT Production and NORESCO donated 27,550 shares and 15,800 shares of Issuer Common Stock, respectively, to the Foundation, which shares had been acquired by capital contribution from ERI on March 28, 2003. On May 20, 2003, the Foundation sold the remaining 43,350 shares of Issuer Common Stock that were acquired by gift from EQT Production and NORESCO.
The descriptions of the Donor Pledge Agreement and the Subsidiary Contribution Agreement contained herein are qualified in their entirety by reference to the applicable agreements, which were filed with the SEC on April 7, 2003 as Exhibit 10.3 and Exhibit 10.4 to Amendment No. 1 to Schedule 13D, respectively.
A Termination and Voting Agreement, dated as of October 1, 2003 (the “Voting Agreement”), was entered into among Issuer, Westport Energy LLC, a Delaware limited liability company (“WELLC”), ERI, Medicor Foundation, a Liechtenstein foundation, formed pursuant to the Liechtenstwein Persons and Companies Act (“Medicor,” and together with WELLC, the

“Medicor Group”), and certain stockholders named therein (the “Belfer Group”), pursuant to which, among other things, the Third Amended and Restated Shareholders Agreement (the “Third Amended and Restated Shareholders Agreement”), dated as of February 14, 2003, among Issuer, ERI, the Medicor Group and the Belfer Group was terminated effective October 1, 2003. Pursuant to the Voting Agreement, Mr. Porges was designated as a director of the Company by ERI and ERI, the Medicor Group and certain members of the Belfer Group (collectively, the “Voting Parties”) agree to vote shares of Issuer Common Stock owned and controlled by them for the election of each Voting Party’s nominee (Mr. Porges, in the case of ERI) for election as a director at the Company’s 2004 Annual Meeting of Stockholders. The Voting Agreement provides that each Voting Party has the right to nominate one director for election at Issuer’s 2004 Annual Meeting of Stockholders to serve as a Class 3 member of the Board of Directors of Issuer until Issuer’s Annual Meeting of Stockholders in 2007. In addition, each Voting Party will have the right, subject to applicable law, to remove, with or without cause, any director nominated in accordance with the Voting Agreement and each of the Voting Parties are required to vote their shares of Issuer Common Stock in furtherance of this right of removal from the board. The Voting Parties have the right to nominate any replacement for a director nominated in accordance with the provisions of the Voting Agreement upon the death, resignation, retirement, disqualification or removal from office of such director.

In connection with the termination of the Third Amended and Restated Shareholders Agreement, the Registration Rights Agreement, dated as of October 1, 2003 (the “Registration Rights Agreement”), was entered into among Issuer, ERI, the Medicor Group, and certain members of the Belfer Group (individually a “Registration Rights Party” and collectively the “Registration Rights Parties”). The Registration Rights Agreement continues in effect substantially the same registration rights that ERI, the Medicor Group and the Belfer Group had under the Third Amended and Restated Shareholders Agreement. Pursuant to the Registration Rights Agreement, ERI, the Medicor Group and their respective permitted transferees have three demand registration rights and certain members of the Belfer Group have two demand registration rights. Under the Registration Rights Agreement, each Registration Rights Party has the right to participate in a registration demanded by another Registration Rights Party, and in that case, the demand will not count as a demand registration for purposes of the number of demand registration rights the demanding party has under the Registration Rights Agreement. Each of the Registration Rights Parties has unlimited piggyback registration rights. In connection with registration rights received under the Registration Rights Agreement, each of the Registration Rights Parties agreed to enter into holdback agreements if requested by the underwriters in underwritten offerings. The Registration Rights Agreement became effective simultaneously upon the termination of the Third Amended and Restated Shareholders Agreement.

The descriptions of the Voting Agreement and Registration Rights Agreement contained herein are qualified in their entirety by reference to the applicable agreements, which were filed with the SEC on October 21, 2003 as Exhibit 10.1 and Exhibit 10.2 to Amendment No. 2 to Schedule 13D, respectively.

On October 31, 2003, ERI merged (the “ERI Merger”) with and into EQTI. Pursuant to the ERI Merger, the 13,006,152 shares of Issuer Common Stock held by ERI were transferred by

operation of law to EQTI, and EQTI succeeded to the rights and duties of ERI under the Voting Agreement and Registration Rights Agreement.

On November 24, 2003 EQTI sold 1,258,181 shares of Issuer Common Stock in a Rule 144 transaction.

On December 22, 2003 EQTI sold an additional 220,000 shares of Issuer Common Stock in a Rule 144 transaction.

On April 6, 2004, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kerr-McGee Corporation (“Parent”) and Kerr-McGee (Nevada) LLC, a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which the Issuer will be merged with and into Merger Sub (the “Merger”) and Merger Sub will continue as the surviving entity. In the Merger, each share of Issuer Common Stock outstanding will be converted into 0.71 shares of Parent common stock. The closing of the Merger is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement.

In connection with the Merger, the Issuer entered into a Termination Agreement (the “Termination Agreement”) with each of the parties to the Registration Rights Agreement and the Voting Agreement, pursuant to which the parties thereto have agreed that the Registration Rights Agreement and Voting Agreement will terminate and be of no further force or effect as of the effective time of the Merger.

As a condition to Parent entering into the Merger Agreement, Parent required that EQTI enter into a Voting Agreement (the “Parent Voting Agreement”) pursuant to which EQTI has agreed, for so long as the Voting Agreement is in effect, to vote all of EQTI’s shares of Issuer Common Stock: (a) in favor of the Merger and the adoption of the Merger Agreement and the approval of the other transactions contemplated thereby, and any actions required in furtherance thereof; (b) against any action or agreement that EQTI would reasonably expect to result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Issuer under the Merger Agreement; and (c) against (A) any extraordinary corporate transaction, such as a merger, rights offering, reorganization, recapitalization or liquidation involving the Issuer or any of its subsidiaries (other than the Merger), (B) a sale or transfer of a material amount of assets or capital stock of the Issuer or any of its subsidiaries or (C) any action that is intended, or would reasonably be expected, to prevent or materially delay or otherwise interfere with the Merger and the other transactions contemplated by the Merger Agreement.

In connection with the execution of the Merger Agreement, EQTI gave an irrevocable proxy to Parent to secure the performance of the duties of EQTI under the Parent Voting Agreement. The Parent was granted EQTI’s irrevocable proxy to vote, or cause to be voted, EQTI’s shares of Issuer Common Stock, or grant a consent or approval in respect of such shares of Issuer Common Stock, at every annual, special or other meeting of the stockholders of the Issuer, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, with respect to the matters and in the manner specified in the paragraph directly above. The irrevocable proxy will terminate immediately upon termination of the Parent Voting Agreement in accordance with its terms. EQTI has agreed not to grant any proxies or

powers of attorney or enter into a voting agreement or other arrangement with respect to such shares of Issuer Common Stock, other than the Parent Voting Agreement.

Under the Parent Voting Agreement, EQTI has also agreed not to sell, transfer, pledge, encumber, assign or otherwise dispose (collectively, “Transfer”) of, or enter into any contract, option or other arrangement or understanding with respect to the Transfer of, EQTI’s shares of Issuer Common Stock or any interest contained therein (other than, if the transactions contemplated by the Merger Agreement are consummated, by operation of law in the Merger), except that EQTI may Transfer any of its shares of Issuer Common Stock to any other stockholder of Issuer who has entered into a voting agreement substantially similar to the Parent Voting Agreement, or to any other person or entity that, prior to or coincident with such Transfer, executes a voting agreement with Parent on terms substantially identical to the terms of the Parent Voting Agreement. EQTI expects that prior to the Merger it may transfer the shares of Issuer Common Stock it holds to another wholly-owned subsidiary of Equitable.

The Parent Voting Agreement, and the proxy granted thereunder, will terminate and cease to have any force or effect on the earliest of (i) the termination of the Merger Agreement in accordance with its terms, (ii) the written agreement of the parties thereto to terminate the Parent Voting Agreement, (iii) the consummation of the Merger, (iv) the amendment of the Merger Agreement to decrease the exchange ratio or otherwise alter the Merger consideration in a manner adverse to the stockholders of the Issuer unless such amendment has been consented to by certain of the stockholders in writing prior to or simultaneously with such amendment, and (v) if the Merger has not been consummated by October 31, 2004, notice at any time thereafter from either party has been given to the other party of such party's election to terminate the Parent Voting Agreement (provided, however, that the right to terminate pursuant to this clause (v) shall not be available to any party that is in breach in any material respect of its obligations under the Parent Voting Agreement). Each of Medicor, Westport Energy LLC and certain other stockholders of the Issuer have entered into voting agreements with Parent that are substantially identical to the Parent Voting Agreement.

The shares of Parent common stock that EQTI receives in the Merger in exchange for the shares of Issuer Common Stock it holds will be subject to Rule 145 under the Securities Act of 1933, as amended (the “Securities Act”). Under Rule 145, sales of Parent common stock that EQTI receives in the Merger will be subject to certain restrictions, including a limitation on the amount of stock that can be sold in any three-month period, unless the shares are sold in a transaction registered under the Securities Act or pursuant to an exemption from registration. These Rule 145 restrictions are similar to the Rule 144 restrictions currently applicable to EQTI with respect to the shares of Issuer Common Stock held by EQTI. Pursuant to the Merger Agreement, EQTI will execute an agreement with Parent pursuant to which EQTI agrees to sell the shares of Parent common stock EQTI receives in the Merger only in accordance with Rule 145 or in a transaction registered under the Securities Act or pursuant to an exemption from registration.

In connection with the Merger, EQTI entered into a Registration Rights Agreement dated as of April 6, 2004 with Parent (the “Parent Registration Rights Agreement”), pursuant to which Parent has agreed to use its reasonable efforts to file promptly (and in any event within 30 days) after the filing of a Registration Statement on Form S-4 to be filed in connection with the

Merger, a registration statement on Form S-3 or other appropriate form pursuant to Rule 415 under the Securities Act to register the shares of Parent common stock that EQTI will acquire in the Merger (the “Registration Statement”), and to use its reasonable efforts to cause the Registration Statement to be declared effective by the Securities and Exchange Commission at the effective time of the Merger or as soon as practicable thereafter. Under the Parent Registration Rights Agreement EQTI may from time to time specify by notice to Parent the specific manner in which it intends to sell the Parent common stock it receives in the Merger, including by means of up to one underwritten offering. Such notice must be given prior to the earlier of (i) the first anniversary of the effective time of the Merger, or (ii) the sale of all of the shares of Parent common stock EQTI receives in the Merger.
The descriptions of the Termination Agreement, the Parent Voting Agreement, the Parent Registration Rights Agreement and the Merger Agreement contained herein are qualified in their entirety by reference to the applicable agreement, which are attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively.
None of the reporting persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of the Schedule 13D. Each of the reporting persons may, at any time and from time to time, review or reconsider its position and formulate plans or proposals with respect thereto, but has no present intention of doing so.

THIS SCHEDULE 13D DOES NOT CONSTITUTE AN OFFER FOR ANY SECURITIES FOR SALE. THE SALE OF ANY COMMON STOCK HELD BY ANY EQT ENTITIES WILL BE MADE ONLY BY MEANS OF A PROSPECTUS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION.

Item 5.	Interest in Securities of the Issuer
(a) EQTI directly owns 11,527,971 shares of Issuer Common Stock, representing 17.02% of Issuer Common Stock outstanding as of March 3, 2004, which are subject to the Voting Agreement, the Registration Rights Agreement, the Termination Agreement, the Parent Voting Agreement and the Parent Registration Rights Agreement. Equitable does not directly own any shares of Issuer Common Stock. Equitable, however, as the parent of EQTI, may be deemed to have indirect ownership of 11,527,971 shares of Issuer Common Stock. Equitable disclaims beneficial ownership of the 11,527,971 shares of Issuer Common Stock held by EQTI.
Murry S. Gerber directly owns 6,500 shares of Issuer Common Stock, representing .00959% of Issuer Common Stock outstanding as of March 3, 2004. Mr. Gerber, Chairman, President and Chief Executive Officer of Equitable, the parent of EQTI, may be deemed to have indirect ownership of 11,527,971 shares of Issuer Common Stock. Mr. Gerber disclaims beneficial ownership of the 11,527,971 shares of Issuer Common Stock held by EQTI.
David L. Porges directly owns 2,000 shares of Issuer Common Stock, representing .00295% of Issuer Common Stock outstanding as of March 3, 2004. Mr. Porges, Executive Vice President and Chief Financial Officer of Equitable, the parent of EQTI, may be deemed to have

indirect ownership of 11,527,971 shares of Issuer Common Stock. Mr. Porges disclaims beneficial ownership of the 11,527,971 shares of Issuer Common Stock held by EQTI.

(b) Each of Equitable and EQTI may be deemed to have the sole power to vote and dispose of 11,527,971 shares of Issuer Common Stock. Mr. Gerber may be deemed to have the sole power to vote and dispose of 11,534,471 shares of Issuer Common Stock. Mr. Porges may be deemed to have the sole power to vote and dispose of 11,529,971 shares of Issuer Common Stock. Each of Equitable, Mr. Gerber and Mr. Porges disclaims beneficial ownership of 11,527,971 shares of Issuer Common Stock held by EQTI. The principal business, if applicable, and the address of each of EQTI, Equitable and Messrs. Porges and Gerber are listed in Item 2. Messrs. Porges and Gerber are United States citizens.

Neither Equitable, EQTI nor Messrs. Porges and Gerber 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.

(c) None of the persons named in paragraph (a), above, has effected any transactions in Issuer Common Stock during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
EQTI, Equitable, and Messrs. Porges and Gerber have no contracts, arrangements, understandings or relationships (legal or otherwise) between themselves and any other person with respect to any securities of the Issuer other than those described in Item 4 hereof or below:
(a) Termination and Voting Agreement, dated as of October 1, 2003, by and among Westport Resources Corporation, Westport Energy LLC, ERI Investments, Inc., Medicor Foundation, and certain stockholders named therein.
(b) Registration Rights Agreement, dated as of October 1, 2003, by and among Westport Resources Corporation, Westport Energy LLC, ERI Investments, Inc., Medicor Foundation, and certain stockholders named therein.
(c) Termination Agreement, dated as of April 6, 2004, by and among Westport Resources Corporation, Westport Energy LLC, EQT Investments, LLC (a successor-in-interest to ERI Investments, Inc.), Medicor Foundation, and certain stockholders named therein.
(d) Voting Agreement, dated as of April 6, 2004, by and between Kerr-McGee Corporation and EQT Investments, LLC (a successor-in-interest to ERI Investments, Inc.).
(e) Registration Rights Agreement, dated as of April 6, 2004, by and among Kerr-McGee Corporation, Westport Energy LLC, EQT Investments, LLC (a successor-in-interest to ERI Investments, Inc.), Medicor Foundation, and certain stockholders named therein.
(f) Donor Pledge Agreement, dated as of March 28, 2003, among NORESCO Holdings, Inc., Equitable Production Company, and Equitable Resources Foundation, Inc.
(g) Contribution Agreement, dated as of March 28, 2003, among NORESCO Holdings, Inc., Equitable Production Company, and ERI Investments, Inc.
(h) Joint Filing Agreement dated as of December 4, 2003.

Item 7.	Material to Be Filed as Exhibits

Exhibit No.		Description

10.1		Termination Agreement, dated as of April 6, 2004, by and among Westport Resources Corporation, Westport Energy LLC, EQT Investments, LLC (a successor-in-interest to ERI Investments, Inc.), Medicor Foundation, and certain stockholders named therein (filed herewith).

10.2		Voting Agreement, dated as of April 6, 2004, by and among Kerr-McGee Corporation, Westport Energy LLC, EQT Investments, LLC (a successor-in-interest to ERI Investments, Inc.), Medicor Foundation, and certain stockholders named therein (filed herewith).

10.3		Registration Rights Agreement, dated as of April 6, 2004, by and among Kerr-McGee Corporation, Westport Energy LLC, EQT Investments, LLC (a successor-in-interest to ERI Investments, Inc.), Medicor Foundation, and certain stockholders named therein (filed herewith).

10.4		Agreement and Plan of Merger, dated as of April 6, 2004, among Kerr-McGee Corporation, Kerr-McGee (Nevada) LLC, and Westport Resources Corporation (filed as Exhibit 2.1 to Form 8-K filed with the SEC on April 7, 2004).

10.5		Termination and Voting Agreement, dated as of October 1, 2003, by and among Westport Resources Corporation, Westport Energy LLC, ERI Investments, Inc., Medicor Foundation, and certain stockholders named therein (filed as Exhibit 10.1 to Amendment No. 2 to Schedule 13D filed with the SEC on October 21, 2003).

10.6		Registration Rights Agreement, dated as of October 1, 2003, by and among Westport Resources Corporation, Westport Energy LLC, ERI Investments, Inc., Medicor Foundation, and certain stockholders named therein (filed as Exhibit 10.2 to Amendment No. 2 to Schedule 13D filed with the SEC on October 21, 2003).

10.7		Donor Pledge Agreement dated as of March 28, 2003 among NORESCO Holdings, Inc., Equitable Production Company, and Equitable Resources Foundation, Inc and certain parties named therein (filed as Exhibit 10.3 to Amendment No. 1 to Schedule 13D filed with the SEC on April 7, 2003).

10.8		Contribution Agreement dated as of March 28, 2003 among NORESCO Holdings, Inc., Equitable Production Company, and ERI Investments, Inc. (filed as Exhibit 10.4 to Amendment No. 1 to Schedule 13D filed with the SEC on April 7, 2003).

99.1		Joint Filing Agreement dated as of December 4, 2003 (filed as Exhibit 99.1 to Amendment No. 4 to Schedule 13D filed with the SEC on December 4, 2003).

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 13, 2004

	EQT INVESTMENTS, LLC

	By:	/s/ KENNETH J. KUBACKI

	Name:	Kenneth J. Kubacki

	Title:	Vice President


	EQUITABLE RESOURCES, INC.

	By:	/s/ MURRY S. GERBER

	Name:	Murry S. Gerber

	Title:	Chairman, President and Chief Executive Officer


	/s/ MURRY S. GERBER
	Murry S. Gerber

	/s/ DAVID L. PORGES
	David L. Porges

EXHIBIT INDEX

EXHIBIT NUMBER		DESCRIPTION

10.1		Termination Agreement, dated as of April 6, 2004, by and among Westport Resources Corporation, Westport Energy LLC, EQT Investments, LLC (a successor-in-interest to ERI Investments, Inc.), Medicor Foundation, and certain stockholders named therein (filed herewith).

10.2		Voting Agreement, dated as of April 6, 2004, by and among Kerr-McGee Corporation, Westport Energy LLC, EQT Investments, LLC (a successor-in-interest to ERI Investments, Inc.), Medicor Foundation, and certain stockholders named therein (filed herewith).

10.3		Registration Rights Agreement, dated as of April 6, 2004, by and among Kerr-McGee Corporation, Westport Energy LLC, EQT Investments, LLC (a successor-in-interest to ERI Investments, Inc.), Medicor Foundation, and certain stockholders named therein (filed herewith).

10.4		Agreement and Plan of Merger, dated as of April 6, 2004, among Kerr-McGee Corporation, Kerr-McGee (Nevada) LLC, and Westport Resources Corporation (filed as Exhibit 2.1 to Form 8-K filed with the SEC on April 7, 2004).

10.5		Termination and Voting Agreement, dated as of October 1, 2003, by and among Westport Resources Corporation, Westport Energy LLC, ERI Investments, Inc., Medicor Foundation, and certain stockholders named therein (filed as Exhibit 10.1 to Amendment No. 2 to Schedule 13D filed with the SEC on October 21, 2003).

10.6		Registration Rights Agreement, dated as of October 1, 2003, by and among Westport Resources Corporation, Westport Energy LLC, ERI Investments, Inc., Medicor Foundation, and certain stockholders named therein (filed as Exhibit 10.2 to Amendment No. 2 to Schedule 13D filed with the SEC on October 21, 2003).

10.7		Donor Pledge Agreement dated as of March 28, 2003 among NORESCO Holdings, Inc., Equitable Production Company, and Equitable Resources Foundation, Inc and certain parties named therein (filed as Exhibit 10.3 to Amendment No. 1 to Schedule 13D filed with the SEC on April 7, 2003).

10.8		Contribution Agreement dated as of March 28, 2003 among NORESCO Holdings, Inc., Equitable Production Company, and ERI Investments, Inc. (filed as Exhibit 10.4 to Amendment No. 1 to Schedule 13D filed with the SEC on April 7, 2003).

99.1		Joint Filing Agreement dated as of December 4, 2003 (filed as Exhibit 99.1 to Amendment No. 4 to Schedule 13D filed with the SEC on December 4, 2003).

EX-10.1 3 a04-4410_2ex10d1.htm EX-10.1

Exhibit 10.1

TERMINATION AGREEMENT

This Termination Agreement (this “Agreement”), dated as of April 6, 2004 (this “Agreement”), is entered into by and among Westport Resources Corporation, a Nevada corporation (the “Company”), Westport Energy LLC, a Delaware limited liability company (“WELLC”), EQT Investments, LLC, a Delaware limited liability company and successor-in-interest to ERI Investments, Inc. (“EQT”), Medicor Foundation, a Liechtenstein foundation formed pursuant to the Liechtenstein Persons and Companies Act (“Medicor”), and the persons and entities named on Exhibit A attached hereto (collectively, the “Belfer Group”). WELLC, EQT, Medicor and each member of the Belfer Group may be referred to herein individually as a “Stockholder Party” and collectively as the “Stockholder Parties”.

PRELIMINARY STATEMENTS

The Company and the Stockholder Parties are parties to (i) that certain Termination and Voting Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively.

Kerr-McGee Corporation, a Delaware corporation (“Parent”), Kerr-McGee (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented from time to time, the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”).

In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement.

In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger.

As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

NOW, THEREFORE, in consideration of the foregoing, and of the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

STATEMENT OF AGREEMENT

ARTICLE I
TERMINATION OF AGREEMENTS

Section 1.1 Termination of the Old Voting Agreement. Subject to Section 1.3 hereof, effective as of the Effective Time (as such term is defined in the Merger Agreement), the Old Voting Agreement shall terminate in its entirety and shall be of no further force or effect.

Section 1.2 Termination of the Old Registration Rights Agreement. Subject to Section 1.3 hereof, effective as of the Effective Time (as such term is defined in the Merger Agreement), the Old Registration Rights Agreement shall terminate in its entirety and shall be of no further force or effect.

Section 1.3. Effectiveness of this Agreement. In the event the Merger Agreement is terminated for any reason, this Agreement shall be null and void and of no further force or effect, and the Old Voting Agreement and the Old Registration Rights Agreement shall remain in full force and effect in accordance with their respective terms.

ARTICLE II
MISCELLANEOUS PROVISIONS

Section 2.1 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:

If to the Belfer Group:

Robert A. Belfer

767 Fifth Avenue, 46th Floor

New York, New York 10153

Fax Number: (212) 644-2396

Phone Number: (212) 644-2200

With a copy to:

Laurence D. Belfer

767 Fifth Avenue, 46th Floor

New York, New York 10153

Fax Number: (212) 644-2396

Phone Number: (212) 644-0561

If to 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

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

If to Medicor:

Medicor Foundation

Landstrasse 11

Postfach 130

9495 Triesen

Liechtenstein

Attention: Anton M. Lotzer

Fax Number: (423) 233-3934

Phone Number: (423) 239-6050

With a copy to:

Richard M. Petkun

Greenberg Traurig, LLP

1200 17th Street, Suite 2400

Denver, CO 80202

Telephone: (303) 572-6500

Telecopy: (303) 572-6540

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 WELLC:

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:

Richard M. Petkun

Greenberg Traurig, LLP

1200 17th Street, Suite 2400

Denver, CO 80202

Telephone: (303) 572-6500

Telecopy: (303) 572-6540

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 EQT Investments, LLC:

EQT Investments, LLC

801 West Street, 2nd Floor

Wilmington, DE 19801-1545

Attention: Treasurer

Telephone: (302) 656-5590

Telecopy: (302) 428-1410

With a copy to:

Johanna G. O’Loughlin

Vice President, General Counsel and Secretary

Equitable Resources, Inc.

One Oxford Centre, Suite 3300

Pittsburgh, PA 15219

Telephone: (412) 553-7760

Telecopy: (412) 553-5970

And to:

Stephen W. Johnson, Esquire

Reed Smith LLP

435 Sixth Avenue

Pittsburgh, PA 15219-1886

Telephone: (412) 288-3131

Telecopy: (412) 288-3063

Section 2.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

Section 2.3 Counterparts. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, and delivered by means of facsimile transmission or otherwise, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same agreement.

Section 2.4 Parties in Interest; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of, and be enforceable by, the parties hereto and their respective heirs, beneficiaries, executors, successors, representatives and permitted assigns. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other parties hereto; provided, that any Stockholder Party may, by giving notice to the Company, assign its rights and obligations hereunder in connection with the sale, transfer or assignment of all but not less than all of the Common Stock it holds to a person (including a corporation, limited liability company, limited partnership or other entity) which controls, is controlled by or is under common control with such Stockholder Party.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this Termination Agreement and caused the same to be duly delivered on their behalf to be effective as of the date first written above.

WESTPORT RESOURCES CORPORATION

By:

/s/ Donald D. Wolf

Name:

Donald D. Wolf

Title:

Chief Executive Officer

WESTPORT ENERGY LLC

By: WESTPORT INVESTMENTS LIMITED, its
Managing Member

By:

/s/ Robert A. Haas

Name:

Robert A. Haas

Title:

Director

EQT INVESTMENTS, LLC

By:

/s/ Kenneth J. Kubacki

Name:

Kenneth J. Kubacki

Title:

Vice President

MEDICOR FOUNDATION

By:

/s/ Anton M. Lotzer

Name:

Anton M. Lotzer

Title:

CEO

By:

/s/ Albin A. Johann

Name:

Albin A. Johann

Title:

Secretary

/s/ Robert A. Belfer

Robert A. Belfer, individually

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


RENEE HOLDINGS PARTNERSHIP, L.P.


By:	/s/ Robert A. Belfer
Name:			Robert A. Belfer
Title:			General Partner


LDB CORP.


By:	/s/ Laurence D. Belfer
Name:			Laurence D. Belfer
Title:			President


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:		Managing Member


LDB TWO CORP.


By:	/s/ Laurence D. Belfer
Name:		Laurence D. Belfer
Title:		President


BELFER TWO CORP.


By:	/s/ Robert A. Belfer
Name:			Robert A. Belfer
Title:			President


LIZ PARTNERS, L.P.

By:				LIZ ASSOCIATES LLC,
				its General Partner

				By:	/s/ Robert A. Belfer
				Name:		Robert A. Belfer
				Title:		Managing Member

EXHIBIT A

The Belfer Group

Robert A. Belfer

The Robert A. and Renee E. Belfer Family Foundation

Belfer Corp.

Renee Holdings Partnership, L.P.

LDB Corp.

Robert A. Belfer 1990 Family Trust

Vantz Limited Partnership

LDB Two Corp.

Belfer Two Corp.

Liz Partners, L.P.

EXHIBIT B

Termination and Voting Agreement

[Attached]

EXHIBIT C

Old Registration Rights Agreement

[Attached]

EX-10.2 4 a04-4410_2ex10d2.htm EX-10.2

Exhibit 10.2

VOTING AGREEMENT, dated as of April 6, 2004 (the “Agreement”), among KERR-MCGEE CORPORATION, a Delaware corporation (“Parent”), and each of the stockholders listed on Schedule I to this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”).

INTRODUCTION

Parent, Kerr-McGee (Nevada) LLC, a Nevada limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), and Westport Resources Corporation, a Nevada corporation (the “Company”), propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented from time to time, the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”).

As of the date hereof, each Stockholder is the record and beneficial owner of, or in the case of a Stockholder that is a trust (the “Trust Stockholder”), such Trust Stockholder is the record holder of, and its beneficiaries are the beneficial owners of, the number of shares (the “Shares”) of common stock, par value $.01 per share, of the Company (the “Company Common Stock”) set forth opposite such Stockholder’s name on Schedule I attached hereto (such Shares, together with any other shares of capital stock of the Company acquired by such Stockholder after the date hereof and during the term of this Agreement (including through the exercise of any stock options, warrants, 6½% convertible preferred stock, par value $.01 per share, of the Company or any other convertible or exchangeable securities or similar instruments), being collectively referred to herein as such Stockholder’s “Subject Shares”).

As a condition to its willingness to enter into the Merger Agreement, Parent has required that each Stockholder agree, and each Stockholder is willing to agree, to the matters set forth herein.

In consideration of the foregoing and the agreements set forth below, the parties hereto agree as follows:

Section 1. Defined Terms. Capitalized terms used but not defined herein have the meanings set forth in the Merger Agreement.

Section 2. Voting of Shares.

(a) Voting. For so long as this Agreement is in effect, each Stockholder hereby agrees to vote (or cause to be voted) all of such Stockholder’s Subject Shares, at every annual, special or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise:

(i) in favor of the Merger and the adoption of the Merger Agreement and the approval of the other transactions contemplated thereby, and any actions required in furtherance thereof;

(ii) against any action or agreement that such Stockholder would reasonably expect to result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement; and

(iii) against (A) any extraordinary corporate transaction, such as a merger, rights offering, reorganization, recapitalization or liquidation involving the Company or any of its subsidiaries (other than the Merger), (B) a sale or transfer of a material amount of assets or capital stock of the Company or any of its subsidiaries or (C) any action that is intended, or would reasonably be expected, to prevent or materially delay or otherwise interfere with the Merger and the other transactions contemplated by the Merger Agreement.

(b) Grant of Irrevocable Proxy. Such Stockholder hereby irrevocably grants to, and appoints, Parent and any individual who shall hereafter be designated by Parent, and each of them, such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote, or cause to be voted, such Stockholder’s Subject Shares, or grant a consent or approval in respect of such Stockholder’s Subject Shares, at every annual, special or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, with respect to the matters and in the manner specified in Section 2(a) hereof; provided that the foregoing proxy shall terminate immediately upon termination of this Agreement in accordance with its terms. Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholders’ execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Subject to this Section 2(b), this grant of proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done in accordance herewith. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 78.355(5) of the Nevada Revised Statutes.

Section 3. Fiduciary Responsibilities. No Stockholder executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes (or shall be deemed to have made) any agreement or understanding herein in his or her capacity as such director or officer. Without limiting the generality of the foregoing, each Stockholder signs solely in his, her or its capacity as the record and/or beneficial owner, as applicable, of such Stockholder’s Subject Shares and nothing herein shall limit or affect any actions taken by such Stockholder (or a designee of such Stockholder) in his or her capacity as an officer or director of the Company in exercising his or her or the Company’s or the Company’s Board of Directors’ rights in connection with the Merger Agreement or otherwise and such actions shall not be deemed to be a breach of this Agreement.

Section 4. Representations and Warranties of Stockholder. Each Stockholder, severally and not jointly, represents and warrants to Parent as follows:

(a) Binding Agreement. Such Stockholder has the capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Such Stockholder has

duly and validly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).

(b) No Conflict. Neither the execution and delivery of this Agreement by such Stockholder, nor the performance by such Stockholder of its obligations hereunder will, (i) require any consent, approval, authorization or permit of, registration, declaration or filing (except for such filings as may be required under the federal securities laws or the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) or as would not reasonably be expected to prevent, materially delay or otherwise materially impair such Stockholder’s ability to perform its obligations hereunder) with, or notification to, any governmental entity, (ii) if such Stockholder is an entity, result in a violation of, or default under, or conflict with any provision of its certificate of incorporation, bylaws, partnership agreement, limited liability company agreement or similar organizational documents, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, or acceleration) under any contract, trust, agreement, instrument, commitment, arrangement or understanding applicable to such Stockholder or such Stockholder’s Subject Shares, or result in the creation of a security interest, lien, charge, encumbrance, equity or claim with respect to any of such Stockholder’s Subject Shares, except, in the case of clause (iii), as would not reasonably be expected to prevent, materially delay or otherwise materially impair such Stockholder’s ability to perform its obligations hereunder, (iv) require any consent, authorization or approval of any Person other than a governmental entity, except, in the case of clause (iv), as would not reasonably be expected to prevent, materially delay or otherwise materially impair such Stockholder’s ability to perform its obligations hereunder or (v) violate or conflict with any order, writ, injunction, decree, rule, regulation or law applicable to such Stockholder or such Stockholder’s Subject Shares. If such Stockholder is a married individual and such Stockholder’s Subject Shares constitute community property or otherwise need spousal approval in order for this Agreement to be a legal, valid and binding obligation of such Stockholder, this Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding obligation of, such Stockholder’s spouse, enforceable against such spouse in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).

(c) Ownership of Shares. Such Stockholder is the record and beneficial owner of, or in the case of the Trust Stockholder, such Trust Stockholder is the record holder of, and its beneficiaries are the beneficial owners of, the Shares set forth opposite such Stockholder’s name on Schedule I attached hereto free and clear of any security interests, liens, charges, encumbrances, equities, claims, options or limitations of whatever nature and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Shares), except as provided by that certain Termination and Voting Agreement, dated as of October 1, 2003, by and among the Company, Medicor Foundation, Westport Energy LLC, ERI

Investments, Inc. and certain stockholders named therein (the “Termination and Voting Agreement”). There are no outstanding options or other rights to acquire from such Stockholder, or obligations of such Stockholder to sell or to dispose of, any shares of Company Common Stock, and none of such Stockholder’s Subject Shares are subject to vesting. Except as provided in the Termination and Voting Agreement and in Section 2 hereof, such Stockholder holds exclusive power to vote the Shares set forth opposite such Stockholder’s name on Schedule I attached hereto. As of the date of this Agreement, the Shares set forth opposite such Stockholder’s name on such Schedule I attached hereto represent all of the shares of capital stock of the Company owned (beneficially or of record) by such Stockholder, except shares of Company Common Stock which may be acquired by such Stockholder upon exercise of options, if any, or conversion of the Convertible Preferred Stock, if any, held by such Stockholder as set forth in such Schedule.

(d) Broker Fees. No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission based upon arrangements made by or on behalf of such Stockholder in connection with its entering into this Agreement.

Section 5. Representations and Warranties of Parent. Parent represents and warrants to the Stockholders as follows:

(a) Binding Agreement. Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance of this Agreement by Parent and the consummation of the transactions contemplated hereby (except as described in Section 4.2 of the Merger Agreement). Parent has duly and validly executed this Agreement and this Agreement constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).

(b) No Conflict. Neither the execution and delivery by Parent of this Agreement, nor the performance by Parent of its obligations hereunder will, (i) require any consent, approval, authorization or permit of, registration, declaration or filing (except for such filings as may be required under the federal securities laws or the HSR Act or as would not reasonably be expected to prevent, materially delay or otherwise materially impair Parent’s ability to perform its obligations hereunder) with, or notification to, any governmental entity, (ii) result in a violation of, or default under, or conflict with any provision of its Certificate of Incorporation or Bylaws, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, or acceleration) under any contract, trust, agreement, instrument, commitment, arrangement or understanding applicable to Parent, except, in the case of clause (iii), as would not reasonably be expected to prevent,

materially delay or otherwise materially impair Parent’s ability to perform its obligations hereunder, (iv) require any consent, authorization or approval of any Person other than a governmental entity, except, in the case of clause (iv), as would not prevent, materially delay or otherwise materially impair such Parent’s ability to perform its obligations hereunder or (v) violate or conflict with any order, writ, injunction, decree, rule, regulation or law applicable to Parent.

Section 6. Transfer and Other Restrictions. For so long as this Agreement is in effect:

(a) Certain Prohibited Transfers. Each Stockholder agrees not to:

(i) sell, transfer, pledge, encumber, assign or otherwise dispose (collectively, the “Transfer”) of, or enter into any contract, option or other arrangement or understanding with respect to the Transfer of, such Stockholder’s Subject Shares or any interest contained therein (other than, if the transactions contemplated by the Merger Agreement are consummated, by operation of law in the Merger), except that any such Stockholder may Transfer any of the Subject Shares to any other holder of Company Common Stock who is on the date hereof a party to this Agreement or other voting agreement with Parent on terms substantially identical to the terms of this Agreement, or to any other person or entity that, prior to or coincident with such Transfer, executes a voting agreement with Parent on terms substantially identical to the terms of this Agreement;

(ii) grant any proxies or powers of attorney or enter into a voting agreement or other arrangement with respect to such Stockholder’s Subject Shares, other than this Agreement;

(iii) enter into, or deposit such Stockholder’s Subject Shares into, a voting trust or take any other action which would, or could reasonably be expected to, result in a diminution of the voting power represented by any of such Stockholder’s Subject Shares; nor

(iv) commit or agree to take any of the foregoing actions;

provided, however, that the restrictions in this Section 6 shall not be deemed violated by any Transfer of Subject Shares pursuant to a cashless exercise of options to acquire Shares so long as the Shares issuable upon exercise thereof become such Stockholder’s Subject Shares hereunder.

(b) Efforts. For so long as this Agreement is in effect, each Stockholder agrees not to take any action which would make any representation or warranty of such Stockholder herein untrue or incorrect in any material respect or knowingly take any action that would have the effect of preventing or disabling it from performing its obligations under this Agreement. Subject to Section 3 hereof, for so long as this Agreement is in effect, each Stockholder shall use such Stockholder’s reasonable efforts to take, or cause to be taken, all actions (including executing and delivering such additional documents) and do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things, in each case, as may reasonably be deemed by Parent to be necessary or desirable to carry out the provisions of this Agreement.

(c) Additional Shares. In the event (i) of any stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Company on, of or affecting any Stockholder’s Subject Shares or (ii) any Stockholder becomes the beneficial owner of any additional shares of Company Common Stock or other securities entitling the holder thereof to vote or give consent with respect to the matters set forth in Section 2(a) hereof, then the terms of this Agreement shall apply to the shares of capital stock or other securities of the Company held by such Stockholder immediately following the effectiveness of the events described in clause (i) or such Stockholder becoming the beneficial owner thereof, as described in clause (ii), as though they were such Stockholder’s Subject Shares hereunder. Each Stockholder hereby agrees, while this Agreement is in effect, to notify Parent of the number of any new shares of Company Common Stock acquired by such Stockholder, if any, after the date hereof.

Section 7. [RESERVED].

Section 8. No Solicitation. For so long as this Agreement is in effect, no Stockholder shall, nor shall such Stockholder permit any investment banker, attorney or other advisor or representative of the Stockholder to, directly or indirectly through another Person, solicit, initiate or encourage, or take any other action to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal; provided that any action which is permitted by the Merger Agreement to be taken by a stockholder in his or her capacity as a director or officer or which is permitted by Section 3 hereof shall not be prohibited by the foregoing.

Section 9. Affiliate Agreement. If, at the time the Merger Agreement is submitted for adoption to the stockholders of the Company, any Stockholder is an “affiliate” of the Company for purposes of Rule 145 under the Securities Act and applicable SEC rules and regulations, such Stockholder shall deliver to Parent at least 30 days prior to the Closing Date a written agreement substantially in the form attached as Exhibit B to the Merger Agreement.

Section 10. Specific Enforcement. 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 the terms hereof or were otherwise breached and that the non-breaching party shall be entitled to specific performance of the terms hereof in addition to any other remedy which may be available at law or in equity. It is accordingly agreed that the non-breaching party will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any state or federal court located in New York, New York, Borough of Manhattan, the foregoing being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of any state or federal court located in New York, New York, Borough of Manhattan, in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than a state or federal court located in New York, New York, Borough of Manhattan.

Section 11. Termination. This Agreement shall terminate and cease to have any force or effect on the earliest of (i) the termination of the Merger Agreement in accordance with its terms, (ii) the written agreement of the parties hereto to terminate this Agreement, (iii) the consummation of the Merger, (iv) the amendment of the Merger Agreement to decrease the Exchange Ratio or otherwise alter the Merger Consideration in a manner adverse to the Stockholders unless such amendment has been consented to by the Stockholders in writing prior to or simultaneously with such amendment, and (v) if the Merger has not been consummated by October 31, 2004, notice at any time thereafter from any party hereto to the other parties of such party’s election to terminate this Agreement (provided, however, that the right to terminate this Agreement pursuant to this clause (v) shall not be available to any party that is in breach in any material respect of its obligations hereunder); provided, however, that (1) Sections 10, 12, 13, 14, 15, 16, 17, 18, 19 and 20 shall survive any termination of this Agreement and (2) termination of this Agreement shall not relieve any party from liability for any breach of its obligations hereunder committed prior to such termination.

Section 12. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, mailed by certified mail (return receipt requested) or sent by overnight carrier or by telecopier (upon confirmation of receipt) to the parties at the following addresses or at such other as shall be specified by the parties by like notice: (i) if to Parent or the Company, to the appropriate address set forth in Section 9 of the Merger Agreement; and (ii) if to a Stockholder, to the appropriate address set forth on Schedule I hereto.

Section 13. Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to such Stockholder’s Subject Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Stockholder’s Subject Shares shall pass, whether by operation of law or otherwise, including such Stockholder’s heirs, guardians, administrators or successors.

Section 14. Entire Agreement. This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

Section 15. Amendment. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto; provided that, with respect to the obligations of any individual Stockholder under this Agreement, this Agreement may be amended with the approval of such Stockholder and Parent notwithstanding the failure to obtain the approval of other Stockholders.

Section 16. Successors and Assigns. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other parties hereto, except as expressly provided by Section 6(a). This Agreement will be binding upon, inure to the benefit of and be enforceable by each party and such party’s heirs, beneficiaries, executors, successors, representatives and permitted assigns.

Section 17. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, and delivered by means of facsimile transmission or otherwise, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

Section 18. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW), OTHER THAN TO THE EXTENT NEVADA LAW GOVERNS THE MERGER ITSELF.

Section 19. Severability. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under any applicable law, then such contravention or invalidity shall not invalidate the entire Agreement. Such provision shall be deemed to be modified to the extent necessary to render it legal, valid and enforceable, and if no such modification shall render it legal, valid and enforceable, then this Agreement shall be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties shall be construed and enforced accordingly.

Section 20. Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed, individually or by its respective officer thereunto duly authorized, as of the date first written above.

KERR-MCGEE CORPORATION


By:		/s/ Gregory F. Pilcher
	Name:	Gregory F. Pilcher
	Title:	Senior Vice President, General Counsel and Corporate Secretary


EQT INVESTMENTS, LLC


By:		/s/ Kenneth J. Kubacki
	Name:	Kenneth J. Kubacki
	Title:	Vice President

SCHEDULE I TO
VOTING AGREEMENT

Name and Address of Stockholder		Number of Shares of Company Common Stock		Number of Options to Acquire Company Common Stock		Number of Shares of Convertible Preferred Stock
EQT Investments, LLC		11,527,971		0		0

Notices:

EQT Investments, LLC
801 West Street, 2nd Floor
Wilmington, DE 19801-1545
Attention: Treasurer
Telephone: (302) 656-5590
Telecopy: (302) 428-1410

With a copy to:

Johanna G. O’Loughlin
Vice President, General Counsel and Secretary
Equitable Resources, Inc.
One Oxford Centre, Suite 3300
Pittsburgh, PA 15219
Telephone: (412) 553-7760
Telecopy: (412) 553-5970

And to:

Stephen W. Johnson, Esquire
Reed Smith LLP
435 Sixth Avenue
Pittsburgh, PA 15219-1886
Telephone: (412) 288-3131
Telecopy: (412) 288-3063

EX-10.3 5 a04-4410_2ex10d3.htm EX-10.3

Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 6, 2004, by and among KERR-MCGEE CORPORATION, a Delaware corporation (“Parent”), WESTPORT ENERGY LLC, a Delaware limited liability company (“WELLC”), MEDICOR FOUNDATION, a Liechtenstein foundation (“Medicor”), and EQT INVESTMENTS, LLC, a Delaware limited liability company and successor-in-interest to ERI Investments, Inc. (“EQT” and each of WELLC, Medicor and EQT, individually, a “Holder,” and, collectively, the “Holders”).

INTRODUCTION

Each of the Holders will receive certain shares of Parent’s common stock, par value $1 per share (the “Parent Common Stock”), in respect of the common stock of the Company, par value $.01 per share (the “Company Common Stock”), now beneficially owned by such Holder, upon the consummation of the merger of the Company with and into a wholly-owned subsidiary of Parent (the “Merger”) pursuant to an Agreement and Plan of Merger, dated as of April 6, 2004 (the “Merger Agreement”), among the Company, Parent and such wholly-owned subsidiary of Parent.

Each of the Holders and certain other stockholders of the Company are parties to a Registration Rights Agreement, dated as of October 1, 2003 (the “Company Registration Rights Agreement”). As a condition to its willingness to enter into the Merger Agreement, Parent has required that each of the Holders and the other stockholders of the Company that are parties to the Company Registration Rights Agreement agree, and each such Holder and other stockholder is willing to agree, to terminate in its entirety the Company Registration Rights Agreement effective as of the closing of the Merger.

In connection the agreement to terminate the Company Registration Rights Agreement, each of the Holders and Parent desire to enter into this Agreement providing for, among other things, certain registration rights applicable to the Holders in connection with the Merger.

In consideration of the agreement to terminate the Company Registration Rights Agreement, and the representations, warranties, covenants and conditions herein and in the Merger Agreement, the parties hereto hereby agree as follows:

SECTION 1
REGISTRATION RIGHTS

1.1 Certain Definitions. As used in this Agreement:

(a) The term “beneficially owned” refers to the meaning of such term as provided in Rule 13d-3 promulgated under the Exchange Act.

(b) The term “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar federal statute and the rules and regulations of the SEC thereunder, all as the same shall be in effect from time to time.

(c) The term “person” means any person, individual, corporation, partnership, limited liability company, trust or other non-governmental entity or any governmental agency, court, authority or other body (whether foreign, federal, state, local or otherwise).

(d) The term “Holder” means each stockholder of the Company set forth on the signature pages hereto (and any permitted assignee of such stockholder pursuant to Section 5.3), provided, however, that any such person shall cease to be a Holder at such time as the registration rights to which such person is entitled hereunder terminate pursuant to Section 1.9.

(e) The terms “register,” “registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering by the SEC of the effectiveness of such registration statement.

(f) The term “Registrable Securities” means (i) Parent Common Stock to be issued to the Holders pursuant to the Merger, (ii) any Parent Common Stock issued to the Holders by Parent upon any stock split, stock dividend, recapitalization, or similar event, and (iii) any securities of any person issued or issuable in respect of such Parent Common Stock as a result of a merger, consolidation, sale of assets, sale or exchange of capital stock or similar transaction.

(g) The term “Securities Act” means the Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.

(h) The term “SEC” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

(i) The term “Transfer” means offer, sell, contract to sell or otherwise dispose of.

(j) All other capitalized terms used but not defined herein have the meanings set forth in the Merger Agreement.

1.2 Shelf Registration. Parent shall use its reasonable efforts to file promptly (and in any event within 30 days) after filing of the Registration Statement on Form S-4 to be filed in connection with the Merger, a registration statement on Form S-3 or other appropriate form pursuant to Rule 415 under the Securities Act (the “Registration Statement”), and shall use its reasonable efforts to file such other documents as may be necessary to cause the Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable “blue sky” or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as would permit or facilitate the sale and distribution by the Holders of all of the Registrable Securities then outstanding (other than any Registrable Securities which any Holder may direct Parent to exclude from such registration);

provided, however, that Parent shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Article 1 in any particular jurisdiction in which Parent would be required to execute a general consent to service of process in effecting such registration, qualification or compliance (unless Parent is already subject to service in such jurisdiction and except as may be required by the Securities Act) or to qualify as a foreign corporation in any jurisdiction where Parent is not so qualified.

1.3 Offerings off the Shelf Registration Statement.

(a) Each Holder may from time to time specify by notice to Parent the specific manner of Transferring of all or any portion of its Registrable Securities (each, an “Offering”); provided, that such notice must be given prior to the earlier of (i) the first anniversary of the Effective Time, or (ii) the Transfer of all such Holder’s Registrable Securities, and Parent shall take such action as may be required of it pursuant to Section 1.4 to effect such Offering in accordance with such notice. Notwithstanding the foregoing, WELLC may not request that an Offering pursuant to this Agreement be underwritten, and Medicor and EQT may only specify on one occasion pursuant to this Agreement that an Offering is to be underwritten.

(b) If Medicor or EQT (the “Requesting Holder”) intends that an Offering is to be underwritten, the Requesting Holder shall so specify to the other Holders whose Registrable Securities have previously not been sold in an underwritten Offering pursuant to this Agreement (the “Other Holders”) by written notice, in addition to providing notice to Parent pursuant to subsection (a) above (indicating the number of Registrable Securities to be offered, the method of distribution and the name(s) of the managing underwriter(s), which shall be reasonably acceptable to Parent). Upon receipt of such notice, the Other Holders shall have the right to participate in such underwritten Offering by giving written notice to the Requesting Holder and to Parent as promptly as practicable but no later than 15 days thereafter, indicating the number of Registrable Securities to be included in the underwritten Offering; provided, however, that the Other Holders shall not have the right to participate in such underwritten Offering if (in the written opinion of the managing underwriter(s)) such underwritten Offering is of a type that the Other Holders are not reasonably capable of participating in; and provided, further, that such participation shall be limited to an amount of Registrable Securities of such Other Holders that, when combined with the Registrable Securities of the Requesting Holder, does not (in the written opinion of the managing underwriter(s)) exceed the maximum amount of Registrable Securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire Offering. By electing to participate in a Requesting Holder’s underwritten Offering, the Other Holders will waive their right under this Section 1.3 to request an underwritten Offering; provided, that if, after the Other Holders have elected to participate in the Requesting Holder’s underwritten Offering, the managing underwriter(s) reduce the number of Other Holder’s Registrable Securities to be included in the underwritten Offering, the Other Holders may withdraw from the Offering and their right under this Section 1.3 to request an underwritten Offering shall not be waived. If requested in writing by the managing underwriters with respect to any Offering that is to be underwritten (and in which the Other Holders are reasonably capable of participating), each Holder agrees not to effect any public sale or distribution of Registrable Securities, or any securities convertible into or exchangeable or exercisable for Registrable Securities, pursuant to the Registration Statement (other than pursuant to such underwritten

Offering), during the period reasonably requested by the managing underwriters not to exceed seven days prior to and 30 days following the pricing of such underwritten Offering.

1.4 Obligations of Parent. In connection with any registration of Registrable Securities pursuant to this Article 1, Parent shall:

(a) Use its reasonable efforts to cause the Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering.

(b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading.

(c) Prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon.

(d) Furnish to the participating Holders such number of copies of any Prospectus (including any preliminary Prospectus and any amended or supplemented Prospectus), in conformity with the requirements of the Securities Act, as the Holders may reasonably request in order to effect the offering and sale of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effective.

(e) Subject to the proviso to Section 1.2, use its reasonable efforts to register or qualify the shares of Registrable Securities covered by the Registration Statement under the securities or “blue sky” laws of such states as the participating Holders shall reasonably request and maintain any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a).

(f) Promptly notify each Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a), of Parent’s becoming aware that the prospectus included in the Registration Statement, or as such prospectus may be amended or supplemented, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus.

(g) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange.

(h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement.

(i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering.

(j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters).

(k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (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.

(l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering.

(m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms).

(n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

1.5 Suspension of Use. In the event that, in the reasonable judgment of Parent (after consultation with outside counsel), it is advisable to suspend use by the Holders of the Registration Statement because Parent is conducting negotiations for a material business combination or due to pending material developments or events that have not yet been publicly disclosed and as to which Parent believes public disclosure will be prejudicial to Parent, Parent shall deliver to the Holders notice in writing to the effect of the foregoing, and Parent may suspend the effectiveness of the Registration Statement for up to 30 consecutive days (a “Suspension Period”) in any 90-day period. Notwithstanding the foregoing, the aggregate duration of any Suspension Period shall not exceed 90 days in any 365-day period. Upon receipt of such notification, the Holders will immediately suspend all offers and Transfers of any Registrable Securities pursuant to the Registration Statement until the earlier of (i) the expiration of such Suspension Period or (ii) such time as Parent notifies the Holders in writing that such Suspension Period is ended. Parent will use its reasonable efforts to ensure that the Registration Statement may be used as promptly as practicable after the expiration of the Suspension Period.

1.6 Expenses.

(a) Except as otherwise provided in this Agreement, all expenses incurred by Parent in connection with any registration pursuant to Section 1 of this Agreement shall be borne by Parent. The costs and expenses of any such registration shall include, without limitation, the fees and expenses of Parent’s counsel and its accountants and all other costs and expenses of Parent incident to the preparation, printing and filing under the Securities Act of the Registration Statement and all amendments and supplements thereto and the cost of furnishing copies of each preliminary prospectus, each final prospectus and each amendment or supplement thereto to dealers and other purchasers of the securities so registered, the costs and expenses

incurred in connection with the qualification of such securities so registered under the “blue sky” laws of various jurisdictions, the fees and expenses of Parent’s transfer agent and all other costs and expenses incurred by Parent of complying with the provisions of this Section 1 with respect to such registration (collectively, “Registration Expenses”).

(b) Excluding the Registration Expenses, the participating Holders shall pay all other expenses incurred on their behalf with respect to any registration pursuant to this Section 1, including, without limitation, any counsel for the Holders and any underwriting fees or discounts.

1.7 Indemnification.

(a) In connection with the registration hereunder, Parent agrees to indemnify and hold harmless, to the extent permitted by law, each Holder, 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 (or actions or proceedings, whether commenced or threatened, in respect thereof), 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 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 1.7 collectively called an “application”) executed by or on behalf of Parent or based upon written information furnished by or on behalf of Parent 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 Parent 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 Parent 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 Parent by such Holder expressly for use therein or by such Holder’s failure to deliver a copy of any registration statement or prospectus or any amendments or supplements thereto after Parent has furnished such Holder with a sufficient number of copies of the same.

(b) In connection with the registration hereunder, each such Holder will furnish to Parent in writing such information and documents as Parent reasonably requests for use in connection with any registration statement or prospectus and any amendment or supplement thereto and as shall be required in connection with any registration, qualification or compliance referred to in this Section 1 (including, without limitation, a “plan of distribution” section, reasonably acceptable to Parent) and, to the extent permitted by law, will indemnify and hold harmless Parent, its directors and officers and each other person who controls Parent (within the meaning of the Securities Act) against any losses, claims, damages, liabilities, joint or

several, to which Parent 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 Parent by such Holder expressly for use therein, and such Holder will reimburse Parent 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 (within a reasonable time) 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 Registrable Securities by any Holder thereof. Parent also agrees to make such provisions, to the full extent provided by law, for contribution to any indemnified party in the event Parent’s indemnification pursuant to Section 1.7(a) is unavailable for any reason.

1.8 Information by Holder. Each Holder covenants and agrees that any information provided to Parent pursuant to this Agreement shall not contain any untrue statement of a material fact relating to or provided by such Holder, or omit to state any material fact relating to or provided by such Holder required to be stated or necessary to make such statements, in the light of the circumstances under which they were made, not misleading.

1.9 Termination of Registration Rights. The registration rights granted pursuant to this Article 1 shall terminate as to any Holder upon the earlier to occur of the time periods set forth in Section 1.4(a); provided, however, that the provisions of Section 1.7 shall survive such

termination with respect to claims and liabilities arising out of actions, statements, or omissions occurring prior to such termination.

SECTION 2
CERTAIN REPRESENTATIONS AND WARRANTIES OF THE HOLDERS

Each Holder, severally and not jointly, represents and warrants to Parent as follows:

2.1 Binding Agreement. Each Holder has the capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Each Holder has duly and validly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of each Holder, enforceable against each Holder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).

2.2 No Conflict. Neither the execution and delivery of this Agreement by each Holder, nor the performance by each Holder of its obligations hereunder will, (i) require any consent, approval, authorization or permit of, registration, declaration or filing (except for such filings as may be required under the federal securities laws and the rules and regulations thereunder, any “blue sky” or other state securities laws or as would not reasonably be expected to prevent or materially delay or otherwise impair each Holder’s ability to perform its obligations hereunder) with, or notification to, any governmental entity, (ii) if each Holder is an entity, result in a violation of, or default under, or conflict with any provision of its certificate of incorporation, bylaws, partnership agreement, limited liability company agreement or similar organizational documents, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, or acceleration) under any contract, trust, agreement, instrument, commitment, arrangement or understanding applicable to each Holder or each Holder’s Registrable Securities, or result in the creation of a security interest, lien, charge, encumbrance, equity or claim with respect to any of each Holder’s Registrable Securities, except, in the case of clause (iii), as would not prevent or materially delay or otherwise materially impair each Holder’s ability to perform its obligations hereunder, (iv) require any consent, authorization or approval of any person other than a governmental entity, except, in the case of clause (iv), as would not reasonably be expected to prevent, materially delay or otherwise materially impair each Holder’s ability to perform its obligations hereunder or (v) violate or conflict with any order, writ, injunction, decree, rule, regulation or law applicable to each Holder or each Holder’s Registrable Securities.

SECTION 3
CERTAIN REPRESENTATIONS AND WARRANTIES OF PARENT

Parent represents and warrants to the Holders as follows:

3.1 Binding Agreement. Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance of this Agreement by Parent and the

consummation of the transactions contemplated hereby (except as described in Section 4.2 of the Merger Agreement). Parent has duly and validly executed this Agreement and this Agreement constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).

3.2 No Conflict. Neither the execution and delivery by Parent of this Agreement, nor the performance by Parent of its obligations hereunder will, (i) require any consent, approval, authorization or permit of, registration, declaration or filing (except for such filings as may be required under the federal securities laws and the rules and regulations thereunder, any “blue sky” or other state securities laws or as would not reasonably be expected to prevent or materially delay or otherwise impair Parent’s ability to perform its obligations hereunder) with, or notification to, any governmental entity, (ii) result in a violation of, or default under, or conflict with any provision of its Certificate of Incorporation or Bylaws, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, or acceleration) under any contract, trust, agreement, instrument, commitment, arrangement or understanding applicable to Parent, except, in the case of clause (iii), as would not prevent or materially delay or otherwise materially impair Parent’s ability to perform its obligations hereunder, (iv) require any consent, authorization or approval of any person other than a governmental entity, except, in the case of clause (iv), as would not reasonably be expected to prevent, materially delay or otherwise materially impair Parent’s ability to perform its obligations hereunder or (v) violate or conflict with any order, writ, injunction, decree, rule, regulation or law applicable to Parent.

SECTION 4
CERTAIN COVENANTS

4.1 Reporting Requirements. Parent shall use its reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time Parent is not required to file such reports, it will, upon the reasonable request of any Holder, make available such information necessary to permit sales pursuant to Rule 144 under the Securities Act. Upon the request of a Holder, Parent shall promptly deliver to such Holder a written statement as to whether it has complied with such requirements.

SECTION 5
MISCELLANEOUS

5.1 Governing Law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS

OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW).

5.2 Jurisdiction. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of any state or federal court located in New York, New York, Borough of Manhattan in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than a state or federal court located in New York, New York, Borough of Manhattan.

5.3 Successors and Assigns. This Agreement (and the rights and obligations hereunder) shall not be assigned (i) by Parent without the prior written consent of the other parties hereto, and (ii) by a Holder without the prior written consent of Parent; provided, that any Holder may, by giving notice to Parent, assign its rights and obligations hereunder in connection with the Transfer of all but not less than all of the such Holder’s Registrable Securities to a person which controls, is controlled by or is under common control with such Holder. This Agreement will be binding upon, inure to the benefit of and be enforceable by each party and such party’s heirs, beneficiaries, executors, successors, representatives and permitted assigns.

5.4 Third Party Beneficiaries. This Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than the Holders and Parent and no other person shall assert any rights as third party beneficiary hereunder.

5.5 Entire Agreement. This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

5.6 Amendment. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto; provided, that with respect to the obligations of any individual Holder under this Agreement, this Agreement may be amended with the approval of such Holder and Parent notwithstanding the failure to obtain the approval of other Holders.

5.7 Notices; Dates. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, mailed by certified mail (return receipt requested) or sent by overnight carrier or by telecopier (upon confirmation of receipt) to the parties at the following addresses or at such other address as shall be specified by the parties by like notice: (i) if to Parent, to the appropriate address set forth in Section 9 of the Merger Agreement; and (ii) if to a Holder, to the appropriate address set forth on Schedule I hereto. In the event that any date provided for in this Agreement falls on a Saturday, Sunday or legal holiday, such date shall be deemed extended to the next business day.

5.8 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, and delivered by means of

facsimile transmission or otherwise, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

5.9 Severability. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under any applicable law, then such contravention or invalidity shall not invalidate the entire Agreement. Such provision shall be deemed to be modified to the extent necessary to render it legal, valid and enforceable, and if no such modification shall render it legal, valid and enforceable, then this Agreement shall be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties shall be construed and enforced accordingly.

5.10 Remedies. Without limiting the remedies available to the Holders, Parent acknowledges that any failure by Parent to comply with its obligations under this Agreement may result in material irreparable injury to the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, any Holder shall be entitled to injunctive relief or the enforcement of other equitable remedies, without bond or other security, to compel performance and to prevent breaches of this Agreement by Parent and specifically to enforce the terms and provisions hereof, in addition to any other remedy to which they may be entitled, at law or in equity.

5.11 Termination. This Agreement shall terminate and be of no further force and effect if the Merger Agreement is terminated in accordance with its terms.

5.12 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed, individually or by its respective officer thereunto duly authorized, as of the date first written above.

KERR-MCGEE CORPORATION


By:		/s/ Gregory F. Pilcher
	Name:	Gregory F. Pilcher
	Title:	Senior Vice President, General Counsel and Corporate Secretary


EQT INVESTMENTS, LLC


By:		/s/ Kenneth J. Kubacki
	Name:	Kenneth J. Kubacki
	Title:	Vice President


MEDICOR FOUNDATION


By:		/s/ Anton M. Lotzer
	Name:	Anton M. Lotzer
	Title:	Chief Executive Officer

By:		/s/ Albin A. Johann
	Name:	Albin A. Johann
	Title:	Secretary


WESTPORT ENERGY LLC

	By: WESTPORT INVESTMENTS LIMITED, its Managing Member

By:		/s/ Robert A. Haas
	Name:	Robert A. Haas
	Title:	Director

SCHEDULE I

Addresses for Notices:

If to Parent:

Kerr-McGee Corporation

Kerr-McGee Center

123 Robert S. Kerr Avenue

Oklahoma City, Oklahoma 73102

Attention: General Counsel

Fax: (405) 270-3649

with a copy to:

Covington & Burling

1330 Avenue of the Americas

New York, New York 10019

Attention: Scott F. Smith

Fax: (212) 841-1010

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

If to Medicor:

Medicor Foundation

Landstrasse 11

Postfach 130

9495 Triesen

Liechtenstein

Attention: Anton M. Lotzer

Fax Number: (423) 233-3934

Phone Number: (423) 239-6050

With a copy to:

Richard M. Petkun

Greenberg Traurig, LLP

1200 17th Street, Suite 2400

Denver, CO 80202

Telephone: (303) 572-6500

Telecopy: (303) 572-6540

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 WELLC:

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:

Richard M. Petkun

Greenberg Traurig, LLP

1200 17th Street, Suite 2400

Denver, CO 80202

Telephone: (303) 572-6500

Telecopy: (303) 572-6540

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 EQT Investments, LLC:

EQT Investments, LLC

801 West Street, 2nd Floor

Wilmington, DE 19801-1545

Attention: Treasurer

Telephone: (302) 656-5590

Telecopy: (302) 428-1410

With a copy to:

Johanna G. O’Loughlin

Vice President, General Counsel and Secretary

Equitable Resources, Inc.

One Oxford Centre, Suite 3300

Pittsburgh, PA 15219

Telephone: (412) 553-7760

Telecopy: (412) 553-5970

And to:

Stephen W. Johnson, Esquire

Reed Smith LLP

435 Sixth Avenue

Pittsburgh, PA 15219-1886

Telephone: (412) 288-3131

Telecopy: (412) 288-3063

Under the Securities Exchange Act of 1934 (Amendment No. 5 )

Signature

ARTICLE I TERMINATION OF AGREEMENTS

Section 1.1 Termination of the Old Voting Agreement. Subject to Section 1.3 hereof, effective as of the Effective Time (as such term is defined in the Merger Agreement), the Old Voting Agreement shall terminate in its entirety and shall be of no further force or effect.

ARTICLE II MISCELLANEOUS PROVISIONS

Section 2.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

Section 1. Defined Terms. Capitalized terms used but not defined herein have the meanings set forth in the Merger Agreement.

Section 2. Voting of Shares.

(i) in favor of the Merger and the adoption of the Merger Agreement and the approval of the other transactions contemplated thereby, and any actions required in furtherance thereof;

(ii) against any action or agreement that such Stockholder would reasonably expect to result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement; and

Section 4. Representations and Warranties of Stockholder. Each Stockholder, severally and not jointly, represents and warrants to Parent as follows:

(a) Binding Agreement. Such Stockholder has the capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Such Stockholder has

(d) Broker Fees. No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission based upon arrangements made by or on behalf of such Stockholder in connection with its entering into this Agreement.

Section 5. Representations and Warranties of Parent. Parent represents and warrants to the Stockholders as follows:

Section 6. Transfer and Other Restrictions. For so long as this Agreement is in effect:

(a) Certain Prohibited Transfers. Each Stockholder agrees not to:

(ii) grant any proxies or powers of attorney or enter into a voting agreement or other arrangement with respect to such Stockholder’s Subject Shares, other than this Agreement;

(iii) enter into, or deposit such Stockholder’s Subject Shares into, a voting trust or take any other action which would, or could reasonably be expected to, result in a diminution of the voting power represented by any of such Stockholder’s Subject Shares; nor

(iv) commit or agree to take any of the foregoing actions;

provided, however, that the restrictions in this Section 6 shall not be deemed violated by any Transfer of Subject Shares pursuant to a cashless exercise of options to acquire Shares so long as the Shares issuable upon exercise thereof become such Stockholder’s Subject Shares hereunder.

Section 7. [RESERVED].

Section 20. Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 1 REGISTRATION RIGHTS

1.1 Certain Definitions. As used in this Agreement:

(a) The term “beneficially owned” refers to the meaning of such term as provided in Rule 13d-3 promulgated under the Exchange Act.

(b) The term “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar federal statute and the rules and regulations of the SEC thereunder, all as the same shall be in effect from time to time.

(c) The term “person” means any person, individual, corporation, partnership, limited liability company, trust or other non-governmental entity or any governmental agency, court, authority or other body (whether foreign, federal, state, local or otherwise).

(e) The terms “register,” “registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering by the SEC of the effectiveness of such registration statement.

(g) The term “Securities Act” means the Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.

(h) The term “SEC” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

(i) The term “Transfer” means offer, sell, contract to sell or otherwise dispose of.

(j) All other capitalized terms used but not defined herein have the meanings set forth in the Merger Agreement.

1.3 Offerings off the Shelf Registration Statement.

Offering), during the period reasonably requested by the managing underwriters not to exceed seven days prior to and 30 days following the pricing of such underwritten Offering.

1.4 Obligations of Parent. In connection with any registration of Registrable Securities pursuant to this Article 1, Parent shall:

(g) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange.

(h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement.

documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature.

(l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering.

Under the Securities Exchange Act of 1934
(Amendment No. 5 )

ARTICLE I
TERMINATION OF AGREEMENTS

ARTICLE II
MISCELLANEOUS PROVISIONS

SECTION 1
REGISTRATION RIGHTS