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


 


2

















 


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


 


3

















 


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.


 


4

















 


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]


 


5

















 


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]