<PAGE>

                                                                     EXHIBIT 4.5
                                                                  EXECUTION COPY

                        TERMINATION AND VOTING AGREEMENT

         This Termination and Voting Agreement, dated as of October 1, 2003
(this "Agreement"), is entered into by and among Westport Resources Corporation,
a Nevada corporation ("Westport" or the "Company"), Westport Energy LLC, a
Delaware limited liability company ("WELLC"), ERI Investments, Inc., a Delaware
corporation ("ERI"), Medicor Foundation, a Liechtenstein foundation, formed
pursuant to the Liechtenstein Persons and Companies Act ("Medicor," and together
with WELLC, the "Medicor Group"), the persons and entities named on Exhibit A
attached hereto (each such person or entity, a "Belfer Person," and
collectively, the "Belfer Group") and, solely with respect to Article I, Article
II and Article IV hereof, the persons and entities named on Exhibit B attached
hereto (each such person or entity, a "Terminating Belfer Person," and
collectively, the "Terminating Belfer Persons"). The Medicor Group, ERI and the
Belfer Group may be referred to herein individually as a "Shareholder Party" and
collectively as the "Shareholder Parties." Each member of the Medicor Group may
be referred to herein as a "Medicor Person."

                             PRELIMINARY STATEMENTS

         WHEREAS, the Company, the Shareholder Parties and the Terminating
Belfer Persons (collectively, the "Shareholders Agreement Parties") are parties
to that certain Third Amended and Restated Shareholders Agreement, dated as of
February 14, 2003, attached as Exhibit C hereto (the "Shareholders Agreement");

         WHEREAS, the Shareholders Agreement Parties desire to terminate the
Shareholders Agreement in its entirety; and

         WHEREAS, in connection with the termination of the Shareholders
Agreement, the Company and the Shareholder Parties desire to enter into (i)
certain voting agreements set forth herein relating to the Company's 2004 Annual
Meeting of Shareholders (the "2004 Annual Meeting") and (ii) a registration
rights agreement providing for, among other things, registration rights for the
benefit of the Shareholder Parties (the "Registration Rights Agreement"), in
each case to be effective upon termination of the Shareholders Agreement.

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

                             STATEMENT OF AGREEMENT

                                    ARTICLE I
                         REPRESENTATIONS AND WARRANTIES

         Section 1.1       Representations and Warranties of the Company. The
Company hereby represents and warrants to each other party hereto as follows:

<PAGE>

                  (a)      Power and Authority. The Company has all requisite
corporate power and authority to execute, deliver and perform this Agreement.
The execution, delivery and performance by the Company of this Agreement have
been duly authorized by all necessary corporate action on the part of the
Company.

                  (b)      Execution, Delivery, Enforceability. This Agreement
has been duly executed and delivered by the Company and constitutes a valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms. No consent, approval, order or authorization of, or
registration, declaration or filing with, any court, administrative agency or
commission or other governmental authority or instrumentality, domestic or
foreign, is required by, or with respect to, the Company in connection with its
execution, delivery and performance of this Agreement.

                  (c)      No Prohibition. The Company's execution, delivery and
performance of this Agreement does not conflict with, or result in a breach of,
any law or regulation of any governmental authority applicable to the Company or
any material agreement to which the Company is a party.

                  (d)      No Assignment. The Company has not assigned any of
its rights or obligations under the Shareholders Agreement.

         Section 1.2       Representations and Warranties of the Medicor
Group. Each Medicor Person hereby severally and not jointly represents and
warrants to each other party hereto as follows:

                  (a)      Power and Authority. Each Medicor Person has all
requisite corporate or other power and authority to execute, deliver and perform
this Agreement. The execution, delivery and performance of this Agreement by
each Medicor Person have been duly authorized by all necessary corporate or
other action on the part of such Medicor Person.

                  (b)      Execution; Delivery; Enforceability. This Agreement
has been duly executed and delivered by each Medicor Person and constitutes a
valid and binding obligation of such Medicor Person, enforceable against such
Medicor Person in accordance with its terms. No consent, approval, order or
authorization of, or registration, declaration or filing (other than the filing
of an appropriate amendment to Schedule 13D in connection with the transactions
contemplated by this Agreement) with, any court, administrative agency or
commission or other governmental authority or instrumentality, domestic or
foreign, is required by, or with respect to, such Medicor Person in connection
with its execution, delivery and performance of this Agreement.

                  (c)      No Prohibition. Each Medicor Person's execution,
delivery and performance of this Agreement do not conflict with, or result in a
breach of, any law or regulation of any governmental authority applicable to
such Medicor Person or any material agreement to which such Medicor Person is a
party.

                  (d)      No Assignment. No Medicor Person has assigned any of
its rights or

                                       2

<PAGE>

obligations under the Shareholders Agreement.

         Section 1.3       Representations and Warranties of ERI. ERI hereby
represents and warrants to each other party hereto as follows:

                  (a)      Authority. ERI has all requisite corporate authority
to execute, deliver and perform this Agreement. The execution, delivery and
performance of this Agreement by ERI have been duly authorized by all necessary
corporate action on the part of ERI.

                  (b)      Execution, Delivery, Enforceability. This Agreement
has been duly executed and delivered by ERI and constitutes a valid and binding
obligation of ERI, enforceable against ERI in accordance with its terms. No
consent, approval, order or authorization of, or registration, declaration or
filing (other than the filing of an appropriate amendment to Schedule 13D in
connection with the transactions contemplated by this Agreement) with, any
court, administrative agency or commission or other governmental authority or
instrumentality, domestic or foreign, is required by, or with respect to, ERI in
connection with ERI's execution, delivery and performance of this Agreement.

                  (c)      No Prohibition. ERI's execution, delivery and
performance of this Agreement do not conflict with, or result in a breach of,
any law or regulation of any governmental authority applicable to ERI or any
material agreement to which ERI is a party.

                  (d)      No Assignment. ERI has not assigned any of its rights
or obligations under the Shareholders Agreement.

         Section 1.4       Representations and Warranties of the Belfer
Group and the Terminating Belfer Persons. Each Belfer Person and each
Terminating Belfer Person hereby severally and not jointly represents and
warrants to each other party hereto as follows:

                  (a)      Power and Authority. Each Belfer Person and each
Terminating Belfer Person has all requisite corporate or other power and
authority to execute, deliver and perform this Agreement. The execution,
delivery and performance of this Agreement by each Belfer Person and each
Terminating Belfer Person have been duly authorized by all necessary corporate
or other action on the part of such Belfer Person and each Terminating Belfer
Person.

                  (b)      Execution; Delivery; Enforceability. This Agreement
has been duly executed and delivered by each Belfer Person and each Terminating
Belfer Person and constitutes a valid and binding obligation of such Belfer
Person and such Terminating Belfer Person enforceable against such Belfer Person
and such Terminating Belfer Person in accordance with its terms. No consent,
approval, order or authorization of, or registration, declaration or filing
(other than the filing of an appropriate amendment to Schedule 13D in connection
with the transactions contemplated by this Agreement) with, any court,
administrative agency or commission or other governmental authority or
instrumentality, domestic or foreign, is required by, or with respect to, such
Belfer Person or such Terminating Belfer Person in connection with its
execution, delivery and performance of this Agreement.

                                       3

<PAGE>

                  (c)      No Prohibition. Each Belfer Person's and each
Terminating Belfer Person's execution, delivery and performance of this
Agreement do not conflict with, or result in a breach of, any law or regulation
of any governmental authority applicable to such Belfer Person or such
Terminating Belfer Person or any material agreement to which such Belfer Person
or such Terminating Belfer Person is a party.

                  (d)      No Assignment. No Belfer Person nor any Terminating
Belfer Person has assigned any of its rights or obligations under the
Shareholders Agreement.

                                   ARTICLE II
                      TERMINATION OF SHAREHOLDERS AGREEMENT

         Section 2.1       Termination of the Shareholders Agreement.
Effective as of the date hereof, the Shareholders Agreement is hereby terminated
in its entirety and shall be of no further force or effect; except for actions
to be taken in connection with the registration and offering of shares pursuant
to the ERI letter to the Company dated as of September 11, 2003.

                                   ARTICLE III
                               VOTING ARRANGEMENTS

         Section 3.1       Voting of Shares.

                  (a)      The Medicor Group and their Permitted Transferees
under the Registration Rights Agreement (collectively, the "Medicor Parties")
shall vote all shares of Common Stock owned or controlled by them, and shall
take all other necessary or desirable actions within their control (including,
without limitation, attendance at meetings in person or by proxy for purposes of
obtaining a quorum and execution of written consents in lieu of meetings), to
effectuate the provisions of this Article III.

                  (b)      ERI and its Permitted Transferees under the
Registration Rights Agreement (collectively, the "ERI Parties") shall vote all
shares of Common Stock owned or controlled by them, and shall take all other
necessary or desirable action within their control (including, without
limitation, attendance at meetings in person or by proxy for purposes of
obtaining a quorum and execution of written consents in lieu of meetings), to
effectuate the provisions of this Article III.

                  (c)      The Belfer Group and their Permitted Transferees
under the Registration Rights Agreement (collectively, the "Belfer Parties")
shall vote all shares of Common Stock owned or controlled by them, and shall
take all other necessary or desirable action within their control (including,
without limitation, attendance at meetings in person or by proxy for purposes of
obtaining a quorum and execution of written consents in lieu of meetings), to
effectuate the provisions of this Article III.

                  (d)      The Company shall take all necessary or desirable
actions within its control (including, without limitation, calling special board
and stockholder meetings) to

                                       4

<PAGE>

effectuate the provisions of this Article III.

         Section 3.2       Nomination; Removal and Observer Rights.

                  (a)      Each of Medicor, ERI and the Belfer Group shall have
the right to nominate one (1) director for election at the 2004 Annual Meeting
to serve as a class 3 member of the Board of Directors of the Company (the
"Board") until the Company's annual meeting of shareholders in 2007 and each of
the Medicor Parties, the ERI Parties and the Belfer Parties shall vote their
shares of Westport Common Stock in favor of the election of each nominee (or
successor nominee nominated in accordance with this Section 3.2(a)) named
pursuant hereto. Prior to the 2004 Annual Meeting, each of Medicor, ERI and the
Belfer Group shall have the power to replace any nominee such Shareholder Party
has nominated pursuant to this Section 3.2(a) with a substitute nominee upon
notice to the Company and the other Shareholder Parties given in accordance with
Section 4.1.

                  (b)      Each of Medicor, ERI and the Belfer Group,
respectively, shall have the right: (i) subject to applicable law, including
Nevada Revised Statutes 78.335(1) requiring a vote of not less than two-thirds
of the issued and outstanding voting power to remove an incumbent director, to
remove, with or without cause, any director nominated in accordance with this
Section 3.2 by Medicor, ERI or the Belfer Group, respectively, and each of the
Medicor Parties, the ERI Parties and the Belfer Parties shall vote their shares
of Westport Common Stock in furtherance of this provision; and (ii) to nominate
any replacement for a director nominated in accordance with this Section 3.2 by
Medicor, ERI or the Belfer Group, respectively, upon the death, resignation,
retirement, disqualification or removal from office of such director. The Board
shall duly appoint as a director each person so nominated to fill a vacancy on
the Board.

                  (c)      For so long as any Shareholder Party has the right to
nominate a director under this Agreement or a director nominated by such
Shareholder Party pursuant to Section 3.2 hereof continues to serve on the
Board, and provided that such Shareholder Party (and/or its Permitted
Transferees (as such term is defined in the Registration Rights Agreement))
continues to own shares of Westport Common Stock:

                           (i)      the Company will give such Shareholder Party
written notice of each regularly scheduled meeting of its Board as far in
advance as such notice is required to be delivered to the directors (and at
least three business days prior to the date of each special meeting of the
Board);

                           (ii)     the Board will permit up to two
representatives of each such Shareholder Party to attend as observers all
meetings of the Board (including any meetings of committees thereof) and, in the
case of telephonic meetings conducted in accordance with the Company's bylaws
and applicable law, each such Shareholder Party's representative(s) will be
given the opportunity to listen to such telephonic meetings;

                           (iii)    each Shareholder Party shall be permitted to
provide its representative(s) hereunder copies of all written materials and
other information (including, without limitation, copies of meeting minutes and
press releases) given to directors in connection

                                       5

<PAGE>

with such meetings;

                           (iv)     upon request of a Shareholder Party in
accordance with Section 4.1, the Company shall (1) deliver the materials and
other information described in the preceding paragraph directly to the
representative(s) of Shareholder Party named (and at the address(es) specified)
in such request and (2) deliver such materials and information to such
representative(s) at the same time such materials and information are given to
the directors (provided the timing of such request so allows) and continue to
provide such materials and information to such Shareholder Party's
representative(s) unless otherwise requested by such Shareholder Party in
accordance with Section 4.1;

                           (v)      upon request of any director nominated by a
Shareholder Party pursuant to Section 3.2 hereof representing a Shareholder
Party who has the right to have representatives attend meetings of the Board as
an observer pursuant to this Section 3.2(c), the Company will give written
notice to such Shareholder Party (and to such Shareholder Party's
representative(s) identified pursuant to Section 3.2(c)(iv), if any) of any
action proposed to be taken by written consent in lieu of a meeting of the Board
or of any committee thereof, such notice to be delivered as soon as reasonably
practicable prior to the effective time of such consent and describing in
reasonable detail the nature and substance of such action; and

                           (vi)     the Company will reimburse each Shareholder
Party that has observer rights under this Section 3.2(c) for all reasonable
expenses incurred by such Shareholder Party's representative(s) in connection
with attending meetings of the Board and committees thereof.

                  (d)      Except as otherwise required by applicable law, any
court of competent jurisdiction or the rules or regulations of the New York
Stock Exchange, without the prior written consent of the Company, none of the
Medicor Group, ERI, the Belfer Group, nor any of their respective Affiliates,
employees, agents or representatives (including any representative serving as an
observer pursuant to Section 3.2(c) hereof) shall disclose to any third party
any information obtained about the Company, its operations or business which it
may have acquired pursuant to this Agreement (or through service as an observer
pursuant to Section 3.2(c) hereof); provided, that any information that is
otherwise publicly available, without breach of this provision, or has been
obtained from a third party without a breach of such third party's duties, shall
not be deemed confidential information. If requested by the Company, each
Shareholder Party shall cause any person serving as a representative of such
Shareholder Party pursuant to Section 3.2(c) hereof to execute a confidentiality
agreement on terms reasonably acceptable to the Company.

                                   ARTICLE IV
                            MISCELLANEOUS PROVISIONS

         Section 4.1       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:

                                       6

<PAGE>

                  If to the Belfer Group or the Terminating Belfer Persons:

                           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 Westport:

                           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 the Medicor Group:

                           Medicor Foundation
                           Landstrasse 11
                           Postfach 130
                           9495 Triesen
                           Liechtenstein
                           Attention: Anton M. Lotzer
                           Fax Number: (423) 233-3934
                           Phone Number: (423) 239-6050

                                       7

<PAGE>

                  And to:

                           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:

                           Kenneth S. Witt
                           Greenberg Traurig, LLP
                           1200 17th Street, Suite 2400
                           Denver, CO 80202
                           Telephone: (303) 572-6510
                           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 ERI Investments, Inc.:

                           ERI Investments, Inc.
                           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

                                       8

<PAGE>

                           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 4.2.      Termination. This Agreement shall terminate and
shall cease to be binding on the parties upon the earliest to occur of (i) with
respect to any Shareholder Party, the date on which such Shareholder Party
(together with its Permitted Transferees under the Registration Rights
Agreement, as such term is defined therein) no longer owns any shares of
Westport Common Stock and (ii) the date on which all of the parties hereto
mutually consent to terminate this Agreement in writing; provided, however, that
the provisions of Section 3.2(d) shall not terminate and shall remain in effect
indefinitely.

         Section 4.3       Further Assurances. From time to time upon
request by any party hereto and without further consideration, each of the
parties hereto shall, and shall cause its agents, affiliates, and/or assigns to,
execute, deliver and acknowledge all such further instruments and do such
further acts as any other party hereto may reasonably require to evidence or
implement this Agreement.

         Section 4.4       No Waiver; Remedies Cumulative. Any failure of
any party hereto to comply with any obligation, covenant, agreement or condition
herein may be waived by any other party hereto entitled to the benefit thereof
only by a written instrument signed by each party granting such waiver, but such
waiver or failure to insist upon strict compliance with such obligation,
representation, warranty, covenant, agreement or condition shall not operate as
a waiver of or estoppel with respect to any subsequent or other failure. The
rights, remedies, powers and privileges herein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.

         Section 4.5       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. The parties hereto agree that any suit, action or
proceeding arising out of, or with respect to, this Agreement or any judgment
entered by any court in respect thereof may be brought only in the courts of the
State of Nevada or the federal district courts located within the State of
Nevada and the parties hereto hereby accept the exclusive jurisdiction of those
courts for the purpose of any suit, action or proceeding.

         Section 4.6       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

                                       9

<PAGE>

same agreement.

         Section 4.7       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 successors
and permitted assigns, but neither this Agreement nor any of the rights,
interests or obligations herein shall be assigned by any party hereto without
the prior written consent of each other party hereto, and any attempt to do so
without obtaining the required consent of such other parties shall be void.
Nothing herein expressed or implied is intended or shall be construed to confer
upon or give to any person other than the parties hereto and their respective
successors or permitted assigns, any rights or remedies under or by reason of
this Agreement.

         Section 4.8       Entire Agreement. This Agreement contains all of
the terms of the understanding of the parties hereto with respect to the subject
matter hereof. This Agreement supersedes all prior agreements and understandings
with respect to its subject matter.

         Section 4.9       Amendment. This Agreement may not be amended
except by an instrument in writing signed by each of the parties hereto;
provided, however, that the terms of Article III hereof may be amended by an
instrument in writing signed by each of the parties hereto other than the
Terminating Belfer Persons.

         Section 4.10      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 provisions held to be invalid, and the rights and obligations of
the parties hereto shall be construed and enforced accordingly.

         Section 4.11      Headings. The headings used herein are for
convenience of reference only, are not a part of this Agreement and are not to
affect the construction of, or to be taken into consideration in interpreting,
any provision of this Agreement.

                            [SIGNATURE PAGE FOLLOWS]

                                       10
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Termination
and Voting 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/ MICHAEL RUSSELL
                                        Name:  Michael Russell
                                        Title: Duly Authorized Representative

                                 ERI INVESTMENTS, INC.

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

                                 MEDICOR FOUNDATION

                                 By:    /s/ ANTON M. LOTZER
                                        --------------------------------
                                 Name:  Anton M. Lotzer
                                 Title: Member of the Foundation Board

                                 By:    /s/ ALBIN A. JOHANN
                                 Name:  Albin A. Johann
                                 Title: Member of the Foundation Board/Secretary

                                 /s/ ROBERT A. BELFER
                                 Robert A. Belfer, individually

                                      S-1
<PAGE>

                                 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

                                      S-2
<PAGE>

                                 VANTZ LIMITED PARTNERSHIP

                                 By:    VANTZ LLC,
                                        its General Partner

                                        By:    /s/ LAURENCE D. BELFER
                                        Name:  Laurence D. Belfer
                                        Title: Managing Manager

                                 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

                                      S-3
<PAGE>

                  Solely for the purposes of Article I, Article II and Article
                  IV hereof:

                                 /s/ JACK SALTZ
                                 Jack Saltz, individually

                                 SALTZ INVESTMENT GROUP, LLC

                                 By:    /s/ JACK SALTZ
                                 Name:  Jack Saltz
                                 Title: Manager and Member

                                 JACK & ANITA SALTZ FOUNDATION

                                 By:    /s/ JACK SALTZ
                                 Name:  Jack Saltz
                                 Title: President

                                 BELWEST PETROLEUM, INC.

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

                                 A&B INVESTORS, INC.

                                 By:   /s/ ROBERT A. BELFER
                                 Name: Robert A. Belfer
                                 Title:

                                 THE LAURENCE D. BELFER FAMILY FOUNDATION

                                 By:    /s/ LAURENCE D. BELFER
                                 Name:  Laurence D. Belfer
                                 Title: Trustee and Donor

                                      S-4
<PAGE>

                                    EXHIBIT A

                              CERTAIN STOCKHOLDERS

The Robert A. and Renee E. Belfer Family Foundation
Robert A. Belfer
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.

<PAGE>

                                    EXHIBIT B

                           TERMINATING BELFER PERSONS

Jack Saltz
Saltz Investment Group, LLC
Jack & Anita Saltz Foundation
Belwest Petroleum, Inc.
A&B Investors, Inc.
The Laurence D. Belfer Family Foundation

<PAGE>

                                    EXHIBIT C

                           THE SHAREHOLDERS AGREEMENT

                                   [ATTACHED]