Hello
all,
I forward you
Regards,
Pío Mortera Nales
Ingeniero Industrial
c/ Serrano 26, 8º I
28001, Madrid, Spain
Teléfono: +34 91 781 91 16 -
Fax: +34 91 431 42 01
Móvil: +34 600 574 212
e-mail: pio@transatlanticeg.com
De: Gauthier,
Frances [mailto:FGauthier@STRADLEY.COM]
Enviado el: martes, 27 de abril de
2010 22:47
Para:
CC:
Asunto: RE: Call Option Agreement
and Revised Operating Agreement
Laurie, below are my
comments with respect to the Transatlantic Energy Services LLC
("LLC") Operating Agreement. As noted below, the
Agreement will need to be changed before the LLC applies for
certification from the National Minority Supplier Development Council.
- Section 1.1 and
Section 6.6 -"Majority in Interest" and "Majority
Vote", as defined on page 5 cannot include any of Rosemont's
interest. The effect of having an 85.1% majority, is
requiring a unanimous vote, rather than a majority vote, for all actions
requiring a vote of the Members. .
- Section 2.3 - My
understanding was that this entity would be involved in other
transactions, in addition to the Orma-Transatlantic Energy joint
venture. If so, Article II, Section 2.3 should be revised.
- Section 3.5 -
Ideally, the Advisory Committee should be dominated by RON Transatlantic
nominees, rather than Rosemont nominees.
- Section 3.5(c)(xi) -
Did you intend to add the word "business" after "in the
nature of the Company's" ?
- Section 3.5(e) -
"Unless otherwise agree" should be "unless otherwise
agreed".
Please contact me with
any questions.
Stradley Ronon Stevens
& Young, LLP
302.576.5864
302.576.5858 fax
fgauthier@stradley.com
www.stradley.com
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From:
Sent: Monday, April 19, 2010 12:41
PM
To: '
Cc:
Subject: Call Option Agreement and
Revised Operating Agreement
Dear All,
Attached please find a draft Call Option Agreement
for your review, as well as a revised Operating Agreement reflecting the
85%/15% split and a blackline against the prior version. Please let us
know when would be a convenient time to discuss.
Regards,
Lauren
Lauren A. Salvati
BOIES, SCHILLER & FLEXNER LLP
(main) 212-446-2300
(direct) 212-754-4253
(fax) 212-446-2350
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