..............
EXHIBIT 10.15
FORM OF STOCK OPTION AGREEMENT
This Stock Option Agreement (this "Agreement"), is dated as of July 31,
1997 by and between ▇▇▇▇▇▇ Oil Corporation, a Delaware corporation ("SOCO") and
the other person whose signature appears on the signature page hereof
("Optionee").
WHEREAS, SOCO owns beneficially and of record 14,000,000 shares (the
"SOCO Shares") of Common Stock of Patina ("Common Stock"), 2,000,000 of which
are designated Series A Common Stock;
WHEREAS, concurrently with the execution and delivery of this
Agreement, Optionee and certain other persons have entered into a Stock Purchase
Agreement (the "Stock Purchase Agreement") with Patina, pursuant to which
Optionee and such other persons have agreed to acquire shares of 8.5%
Convertible Preferred Stock (the "New Preferred Stock"), of Patina on the terms
and subject to the conditions set forth therein;
WHEREAS, as a condition to Optionee's willingness to enter into the
Stock Purchase Agreement, Optionee has requested that SOCO agree, and SOCO has
so agreed, to grant to Optionee an option with respect to certain shares of the
Common Stock, on the terms and subject to the conditions set forth herein;
WHEREAS, concurrently with the execution and delivery of this
Agreement, SOCO (i) has granted options to the other purchasers of New Preferred
Stock under comparable option agreements, which options (together with the
option under this Agreement) cover an aggregate of 2,000,000 shares of Common
Stock and (ii) has granted options to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ under similar option
agreements, which options cover an aggregate of 2,000,000 shares of Common
Stock;
WHEREAS, SOCO has given Patina notice of its current intention to sell
a portion of the shares of Common Stock owned by it in an underwritten public
offering (the "Offering");
WHEREAS, concurrently with the execution and delivery of this
Agreement, SOCO and Patina have entered into a Share Repurchase Agreement
pursuant to which Patina has agreed, among other things, to repurchase from SOCO
all shares of Common Stock owned by SOCO at the time of the consummation of the
Offering that are not sold by SOCO to the underwriters at such time (the
"Repurchase");
NOW THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Grant of Option. SOCO hereby grants Optionee an irrevocable option
(the "Option") to purchase from SOCO the number of shares of Common Stock set
forth for Optionee on the signature page hereof, subject to adjustment as
provided in Section 8 hereof (such shares being
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referred to herein as the "Option Shares") in the manner set forth below at an
exercise price of $8.00 per Company Share (the "Exercise Price"), payable in
cash in accordance with Section 4 hereof.
2. Exercise of Option.
(a)The following terms shall have the following respective definitions:
(i) The term "Applicable Percentage" shall mean (A) the number
of Option Shares on the date hereof divided by (B) 2,000,000.
(ii) The term "Applicable Sharing Threshold" shall mean (A)
$2,500,000 multiplied by (B) the Applicable Percentage.
(iii) "Sale Transaction" shall mean an acquisition (by tender
offer, exchange offer, merger, consolidation, share exchange or
otherwise) by a third party of Patina (or its shares or assets) in
which such third party acquires, directly or indirectly, at least a
majority of the assets or combined voting power of the outstanding
capital stock of Patina.
(iv) "Qualifying Termination Event" shall mean (y) the
termination of the Stock Purchase Agreement as a result of the failure
of the conditions set forth in Section 5.04 thereof, preceded or
followed within 20 business days by the sale by SOCO of at least
12,000,000 shares of Common Stock whether in the Offering, pursuant to
the Share Repurchase Agreement or otherwise or (z) the withdrawal of
Shares from the Offering by SOCO or the termination of the Share
Repurchase Agreement by SOCO other than because of (A) a failure of any
of the conditions set forth in Sections 3(b)(i) or 3(b)(ii) of the
Share Repurchase Agreement, (B) a failure of any of the conditions set
forth in Sections 3(b)(iii) or 3(b)(iv) of the Share Repurchase
Agreement other than as a direct result of a failure by SOCO to use
commercially reasonable efforts in connection with the Offering to take
such actions as are customarily required to be taken by a selling
stockholder in an offering such as the Offering (provided, however,
that SOCO may, subject to compliance with Section 6(c) of the Share
Repurchase Agreement, continue to pursue, but not consummate, the sale
of all or part of its Shares to one or more prospective purchasers
without being deemed to fail to use such efforts) or (C) a failure of
the condition set forth in Section 3(a)(ii) of the Share Repurchase
Agreement as a result of the termination of the Stock Purchase
Agreement by any party thereto.
(v) The term "Spread" shall mean:
(A) the excess, if any, of
(1) the "Offer Price" for shares of Common
Stock as of the date Optionee gives the Exercise
Notice under Section 2(e) or Section 2(f) hereof
(defined as the highest price per share offered for
all shares of Common
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Stock for which an offer is made as of such date
pursuant to the Sale Transaction that has been
announced prior to such date and that has not been
terminated or withdrawn as of such date; provided,
however, that in the event that the Sale Transaction
is structured primarily as an asset sale, the Offer
Price shall be equal to the average closing price on
the New York Stock Exchange for the Common Stock over
a period of 10 consecutive New York Stock Exchange
trading days ("Trading Day") ending on the third
Trading Day prior to the closing of such Sale
Transaction); over
(2) the Exercise Price,
multiplied by
(B) the number of Option Shares purchasable pursuant
to the Option, but only if the Offer Price is greater
than the Exercise Price.
(vi) The term "Put Price" shall mean the greater of (A) $2
million multiplied by the Applicable Percentage and (B) the Spread.
(b) The Option may be exercised by Optionee, in whole but not in part,
at any time after a Qualifying Termination Event and prior to the termination
hereof.
(c) The Option shall terminate upon the earliest to occur of: (i)
consummation of the Offering and the Repurchase in accordance with the Share
Repurchase Agreement, (ii) the withdrawal of the SOCO Shares from the Offering
or the termination of the Share Repurchase Agreement, in each case other than as
a result of a Qualifying Termination Event; (iii) five days after the
consummation of a Sale Transaction, (iv) 11 business days after the occurrence
of a Qualifying Termination Event specified in Section 2(a)(iv)(y) and (v) the
expiration of 12 months following any termination of the Share Repurchase
Agreement or withdrawal of shares from the Offering (whichever is earlier);
provided, however, that with respect to any Sale Transaction involving an
acquiror that does not visit Patina's data room after July 1, 1997 and prior to
the Distribution Date (as defined in the Share Repurchase Agreement), the Option
may not be exercised after six months following any termination of the Share
Repurchase Agreement or withdrawal of shares from the Offering (whichever is
earlier). Notwithstanding the foregoing, the Option may not be exercised by
Optionee if Optionee (or any of its affiliates) is in material breach of any of
its material representations or warranties, or in material breach of any of its
covenants or agreements, contained in this Agreement or in the Stock Purchase
Agreement.
(d) SOCO agrees to notify Optionee promptly in writing if (i) a
Qualifying Termination Event occurs, (ii) a definitive agreement for a Sale
Transaction has been executed, or (iii) a Sale Transaction has been publicly
announced, it being understood that the giving of such notice by SOCO shall not
be a condition to the right of Optionee to exercise the Option.
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(e) If Optionee wishes to exercise the Option, Optionee shall deliver
to SOCO a written notice (an "Exercise Notice") specifying that Optionee wishes
to exercise the Option, which notice shall be delivered to SOCO prior to the
termination of the Option. The closing of a purchase of Option Shares (a
"Closing") shall occur on the fifth business day following the date of the
Optionee's Exercise Notice at SOCO's principal executive offices, unless
otherwise agreed by SOCO and the Optionee; provided, however, that if the
Optionee elects to exercise the Optionee Put described below, the Closing shall
be subject to, and shall not occur earlier than simultaneously with, the
consummation of the applicable Sale Transaction; provided further that if a
Qualifying Termination Event specified in Section 2(a)(iv)(y) occurs, the
Closing shall be subject to, and shall not occur earlier than simultaneously
with the sale by SOCO of the 12,000,000 shares of Common Stock referred to in
such section.
(f) If the Optionee's exercise of the Option relates to the occurrence
of a Qualifying Termination Event specified in Section 2(a)(iv)(z), in lieu of
purchasing shares upon exercise of the Option, Optionee may elect to cause SOCO
to repurchase the Option at the Closing (the "Optionee Put") for a purchase
price equal to the Put Price. In order to be effective, each Exercise Notice
shall specify Optionee's election to either (i) purchase the shares of Common
Stock covered by such Exercise Notice or (ii) cause the Option to be repurchased
by SOCO pursuant to the Optionee Put.
(g) Notwithstanding the foregoing, if the Optionee's exercise of the
Option relates to the occurrence of a Qualifying Termination Event specified in
Section 2(a)(iv)(z), and if the Put Price for the Option exceeds the Applicable
Sharing Threshold, then the Put Price shall be reduced by, or the exercise price
shall be increased by, as applicable, an amount in cash equal to (i) 50%,
multiplied by (ii) the excess of the Put Price (prior to such adjustment) over
the Applicable Sharing Threshold.
(h) If Optionee exercises the Optionee Put pursuant to Section 2(f)
hereof, SOCO shall at the Closing pay the required amount to Optionee in
immediately available funds and Optionee shall surrender to SOCO the Option, and
Optionee shall warrant that it owns the Option free and clear of all liens,
claims, damages, charges and encumbrances of any kind or nature whatsoever.
3. Conditions to Closing. The obligation of SOCO to transfer the Option
Shares to Optionee hereunder is subject to the conditions that no preliminary or
permanent injunction or other order by any court of competent jurisdiction
prohibiting or otherwise restraining such issuance shall be in effect; provided,
however, that the Optionee shall be afforded the opportunity, by notice to SOCO,
to postpone the Closing for a reasonable period of time, not to exceed 30 days
after the date of the Exercise Notice, to enable the appropriate parties to use
commercially reasonable efforts to respond to, or remove, such impediment to
Closing.
4. Closing. At any Closing at which the Optionee Put is not exercised,
(a) SOCO will deliver to Optionee (or its designee) a single certificate in
definitive form representing the number of the Option Shares designated by
Optionee in its Exercise Notice, such certificate to be registered in the name
of Optionee and to bear the legend set forth in Section 9 hereof and (b)
Optionee will deliver to SOCO the aggregate price for the Option Shares so
designated and being purchased by
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wire transfer of immediately available funds or certified check or bank check.
SOCO shall pay all expenses, and any and all United States federal, state and
local taxes and other charges that may be payable in connection with the
preparation, issue and delivery of stock certificates under this Section 4
hereof in the name of Optionee or its designee.
5. Representations and Warranties of SOCO. SOCO represents and warrants
to Optionee that (a) upon delivery of the Option Shares to Optionee upon the
exercise of the Option, Optionee will acquire the Option Shares free and clear
of all claims, liens, charges, encumbrances and security interests of any nature
whatsoever, (b) none of SOCO, any of its affiliates or anyone acting on its or
their behalf has issued, sold or offered any security of Patina to any person
under circumstances, or taken any other action, that would cause the sale and
transfer of the Option Shares, as contemplated by this Agreement, to be subject
to the registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), as in effect on the date hereof and, assuming the
representations of Optionee contained in Section 6 hereof are true and correct,
the issuance, sale and delivery of the Option Shares hereunder upon exercise of
the Option will be exempt from the registration and prospectus delivery
requirements of the Securities Act, as in effect on the date hereof and (c) the
execution and delivery of this Agreement and the consummation of the
transactions contemplated herein do not, and will not, conflict with or violate
any terms of any contract, note, instrument, indenture, agreement, certificate
of incorporation, bylaws, law, rule, regulation or restriction applicable to
SOCO or its affiliates (other than Patina).
6. Representations and Warranties of Optionee. Optionee represents and
warrants to SOCO that any Option Shares acquired upon exercise of the Option
will be acquired for Optionee's own account, and will not be, and the Option is
not being, acquired by Optionee with a view to the distribution thereof in
violation of any applicable provision of the Securities Act.
7. No Rights as Stockholder. No holder of the Option shall be, or have
any of the rights or privileges of, a stockholder of Patina in respect of any
shares subject to the Option unless and until such holder's exercise of the
Option (but not including an exercise of the Optionee Put) is consummated in
accordance with the provisions of this Agreement. The decision to proceed with
the Offering, the Repurchase or any other transaction relating to Patina (as
well as the terms of any such transaction) shall, as between SOCO and Optionee,
be in the absolute and sole discretion of SOCO, and nothing in this Agreement
shall create any fiduciary or other duties from SOCO to Optionee, except for
those contractual obligations expressly set forth herein.
8. Adjustment Upon Changes in Capitalization. Without limiting any
restriction on SOCO contained in this Agreement, in the event of any change in
Common Stock by reason of stock dividends, splitups, mergers, recapitalizations,
combinations, exchange of shares or the like, the type and number of shares or
securities subject to the Option, and the purchase price per share provided in
Section 1 hereof, as well as the type and number of shares or securities
referred to in Sections 2(a)(iv)(y) and 2(e), shall be adjusted appropriately to
restore to Optionee its rights hereunder.
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9.Restrictive Legends. Each certificate representing shares of Common
Stock issued to Optionee hereunder shall include a legend in substantially
the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE
REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCK OPTION
AGREEMENT, DATED AS OF JULY 31, 1997, A COPY OF WHICH MAY BE OBTAINED
FROM THE ISSUER UPON REQUEST.
It is understood and agreed that: (i) the reference to the resale restrictions
of the Securities Act in the above legend shall be removed by delivery of
substitute certificate(s) without such reference if Optionee shall have
delivered to SOCO a copy of a letter from the staff of the Securities and
Exchange Commission, or an opinion of counsel, in form and substance
satisfactory to SOCO, to the effect that such legend is not required for
purposes of the Securities Act; (ii) the reference to the provisions to this
Agreement in the above legend shall be removed by delivery of substitute
certificate(s) without such reference if the shares have been sold or
transferred in compliance with the provisions of this Agreement and under
circumstances that do not require the retention of such reference; and (iii) the
legend shall be removed in its entirety if the conditions in the preceding
clauses (i) and (ii) are both satisfied. In addition, such certificates shall
bear any other legend as may be required by law.
10. Binding Effect; No Assignment; No Third Party Beneficiaries. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns. Except as expressly
provided for in this Agreement, neither this Agreement nor the rights or the
obligations of either party hereto are assignable, except by operation of law,
or with the written consent of the other party, which consent shall not be
unreasonably withheld. Nothing contained in this Agreement, express or implied,
is intended to confer upon any person other than the parties hereto and their
respective permitted assigns any rights or remedies of any nature whatsoever by
reason of this Agreement.
11. Specific Performance. The parties hereby acknowledge and agree that
the failure of SOCO to perform its agreement and covenants hereunder will cause
irreparable injury to Optionee for which damages, even if available, will not be
an adequate remedy. Accordingly, SOCO hereby consents to the issuance of
injunctive relief by any court of competent jurisdiction to compel performance
of SOCO's obligations and to the granting by any such court of the remedy of
specific performance of its obligations hereunder.
12.Further Assurances. Each party will execute and deliver all such
further documents and instruments and take all such further action as may be
necessary in order to consummate the transactions contemplated hereby.
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13. Validity. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of the other
provisions of this Agreement, which shall remain in full force and effect. If
any court or other competent authority holds any provisions of this Agreement to
be null, void or unenforceable, the parties hereto shall negotiate in good faith
the execution and delivery of an amendment to this Agreement in order, as nearly
as possible, to effectuate, to the extent permitted by law, the intent of the
parties hereto with respect to such provision and the economic effects thereof.
Each party agrees that, should any court or other competent authority hold any
provision of this Agreement or part hereof to be null, void or unenforceable, or
order any party to take any action inconsistent herewith, or not take any action
required herein, the other party shall not be entitled to specific performance
of such provision or part hereof or to any other remedy, including without
limitation money damages, for breach hereof or of any other provision of this
Agreement or part hereof as the result of such holding or order.
14.Notices. Any notice, request, instruction, correspondence or other
document to be given hereunder by either party to the other (herein collectively
called "Notice") shall be in writing and delivered personally or mailed, postage
prepaid, or by telegram or telecopier, as follows:
If to SOCO:
▇▇▇▇▇▇ Oil Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: General Counsel
With a copy to:
▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P.
2300 First City Tower
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: J. ▇▇▇▇ ▇▇▇▇▇, Esq.
If to Optionee, to the address set forth on the signature page
hereof, and, if applicable, with a copy to any counsel listed on the signature
page hereof.
Notice given by personal delivery or mail shall be effective upon actual
receipt. Notice given by telegram or telecopier shall be effective upon actual
receipt if received during the recipient's normal business hours, or at the
beginning of the recipient's next business day after receipt if not received
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during the recipient's normal business hours. Any party may change any address
to which Notice is to be given to it by giving Notice as provided above of such
change of address.
15.Entire Agreement; Governing Law. This Agreement constitutes the entire
agreement of the parties relating to the subject matter hereof and all prior or
contemporaneous written or oral agreements are merged herein. This Agreement
shall be governed by the laws of the State of Delaware.
16. Counterparts. This Agreement may be executed in multiple counterparts,
each of which taken together shall constitute one and the same instrument.
17. Expenses. Except as otherwise expressly provided herein, all costs and
expenses incurred in connection with the transactions contemplated by this
Agreement shall be paid by the party incurring such expenses.
18. Amendments; Waiver. This Agreement may be amended by the parties hereto
and the terms and conditions hereof may be waived only by an instrument in
writing signed on behalf of each of the parties hereto or, in the case of a
waiver, by an instrument signed on behalf of the party waiving compliance.
19. Mutual Waiver of Jury Trial. Because disputes arising in connection
with complex financial transactions are most quickly and economically resolved
by an experienced and expert person and the parties wish applicable state and
federal laws to apply (rather than arbitration rules), the parties desire that
their disputes be resolved by a judge applying such applicable laws. Therefore,
to achieve the best combination of the benefits of the judicial system and of
arbitration, the parties hereto waive all right to trial by jury in any action,
suit or proceeding brought to enforce or defend any rights or remedies under
this Agreement.
20. Extension of Time Periods. The time periods for exercise of certain
rights under Sections 2 and 4 hereof shall be extended (a) to the extent
necessary to obtain all regulatory approvals for the exercise of such rights,
and for the expiration of all statutory waiting periods and (b) to the extent
necessary to avoid any liability under Section 16(b) of the Securities Exchange
Act of 1934, as amended, by reason of such exercise.
21. References to Other Agreements. To the extent that this Agreement
refers to any other agreement, or any provision thereof, such reference shall be
deemed to be to such agreement or provision in the form initially executed by
the parties thereto (regardless of whether such agreement or provision is
amended) unless and to the extent that (a) such amendment does not adversely
affect the non-signing party or (b) the non-signing party consents in writing to
such amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers as of the date first above
written.
▇▇▇▇▇▇ OIL CORPORATION
By________________________________________
Name:
Title:
OPTIONEE:
------------------------------------------
By________________________________________
Name:
Title:
Address:
========================
------------------------
Attention: _______________
Telecopier: ______________
Number of Shares Subject to Option:
-----------------------
Optionee's Counsel (for Notice Purposes):
========================
------------------------
Attention: _______________
Telecopier: ______________
9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers as of the date first above
written.
▇▇▇▇▇▇ OIL CORPORATION
By________________________________________
Name:
Title:
OPTIONEE:
FIRST RESERVE FUND VII, L.P.
By: First Reserve Corporation, its General Partner
By________________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
Address:
First Reserve Fund VII, L.P.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Number of Shares Subject to Option:
1,000,000 shares
Optionee's Counsel (for Notice Purposes):
▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, L.L.P.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Telecopier: ▇▇▇-▇▇▇-▇▇▇▇
10
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers as of the date first above
written.
▇▇▇▇▇▇ OIL CORPORATION
By________________________________________
Name:
Title:
OPTIONEE:
CHASE EQUITY ASSOCIATES, L.P.
By: Chase Capital Partners,
Its General Partner
By________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: General Partner
Address:
Chase Equity Associates, L.P.
c/o Chase Capital Partners
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Number of Shares Subject to Option:
636,923 shares
Optionee's Counsel (for Notice Purposes):
▇'▇▇▇▇▇▇▇▇, Gorsov & Kambell
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq.
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers as of the date first above
written.
▇▇▇▇▇▇ OIL CORPORATION
By________________________________________
Name:
Title:
OPTIONEE:
HIGHBRIDGE INTRNATIONAL LDC
By________________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Co-Chairman
Address:
High Bridge International LDC
c/o Highbridge Capital Management
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Number of Shares Subject to Option:
300,000 shares
Optionee's Counsel (for Notice Purposes):
▇▇▇ ▇▇▇▇▇▇▇, Esq.
========================
Attention: _______________
Telecopier: ______________
12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers as of the date first above
written.
▇▇▇▇▇▇ OIL CORPORATION
By________________________________________
Name:
Title:
OPTIONEE:
BEDFORD FALLS INVESTORS, L.P.
By: Metropolitan Capital Advisors, LP
its General Partner
By: Metropolitan Capital Advisors, Inc.
its General Partner
By________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
Address:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Number of Shares Subject to Option:
40,000 shares
Optionee's Counsel (for Notice Purposes):
========================
------------------------
Attention: _______________
Telecopier: ______________
13
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers as of the date first above
written.
▇▇▇▇▇▇ OIL CORPORATION
By________________________________________
Name:
Title:
OPTIONEE:
------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Address:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
c/▇ ▇▇▇▇▇▇▇▇▇ & Company
1155 Avenue of the Anericas - 29th Fl.
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopier: 391-7420
Number of Shares Subject to Option:
3,077 shares
Optionee's Counsel (for Notice Purposes):
========================
------------------------
Attention: _______________
Telecopier: ______________
14
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers as of the date first above
written.
▇▇▇▇▇▇ OIL CORPORATION
By________________________________________
Name:
Title:
OPTIONEE:
------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
Address:
▇▇▇▇▇ ▇▇▇▇▇▇
▇/▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ #▇▇▇
▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Number of Shares Subject to Option:
1,538 shares
Optionee's Counsel (for Notice Purposes):
========================
------------------------
Attention: _______________
Telecopier: ______________
15
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers as of the date first above
written.
▇▇▇▇▇▇ OIL CORPORATION
By________________________________________
Name:
Title:
OPTIONEE:
------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇
Address:
▇▇▇▇ ▇. ▇▇▇▇▇
c/o Petroleum Heat & Power Co., Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Number of Shares Subject to Option:
3,077 shares
Optionee's Counsel (for Notice Purposes):
========================
------------------------
Attention: _______________
Telecopier: ______________
16
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers as of the date first above
written.
▇▇▇▇▇▇ OIL CORPORATION
By________________________________________
Name:
Title:
OPTIONEE:
------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
c/o Cravath, Swaine & ▇▇▇▇▇
Worldwide ▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Number of Shares Subject to Option:
3,077 shares
Optionee's Counsel (for Notice Purposes):
========================
------------------------
Attention: _______________
Telecopier: ______________
17