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RELEASE FROM SHAREHOLDERS
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Exhibit 4(c)
FIRST AMENDMENT
TO
SHARE ACQUISITION AGREEMENT
THIS FIRST AMENDMENT TO SHARE ACQUISITION AGREEMENT
made and entered into as of this 24 day of November, 1992,
by and between ATLAS ENERGY GROUP, INC. (the "Company"), an
Ohio corporation, and JOSEPH R. SADOWSKI ("Shareholder").
WITNESSETH THAT:
WHEREAS, the Company and the Shareholder executed
that certain Share Acquisition Agreement dated as of November
14, 1990 (the "Share Acquisition Agreement"), providing for
the purchase by the Company of certain shares of common stock
of the Company (the "Common Stock") and the grant of certain
options as set forth in Sections 5.3, 5.4 and 5.5 of the Share
Acquisition Agreement (the "Shareholder Put Options") pursuant
to which the Shareholder may require the Company to buy
additional shares of Common Stock, held by Shareholder in the
future; and
WHEREAS, the Company and the Shareholder believe the
existence of the Shareholder Put Options impairs the ability
of the Company to raise capital for the Company's oil and gas
drilling operations; and
WHEREAS, the Company and the Shareholder believe
said oil and gas drilling operations are necessary for the
continued growth of the Company; and
WHEREAS, the Shareholder will benefit from the
Company's continued growth; and
WHEREAS, the parties hereto desire to amend the
provisions of the Share Acquisition Agreement.
NOW THEREFORE, in consideration of the premises
herein and intending to be legally bound hereby, the parties
hereto agree as follows:
1. Shareholder hereby agrees to unconditionally
waive any and all rights under the Shareholder Put
Options and hereby acknowledges and agrees that the
execution of this First Amendment will extinguish any and
all rights under said Shareholder Put Options.
2. Sections 5.3, 5.4 and 5.5 of the Share
Acquisition Agreement are deleted.
3. Sections 5.6, 5.7, 5.8 and 5.9 of the Share
Acquisition Agreement are renumbered 5.3, 5.4, 5.5 and
5.6, respectively.
4. The reference to "First Shareholder Option" in
Section 5.2 of the Share Acquisition Agreement is
deleted.
5. The reference to "Section 5.7(a)" in Sections 5.1
and 5.2 of the Share Acquisition Agreement is amended to
read "Section 5.4 (a)".
6. The reference to "Sections 5.3, 5.4 or 5.5" in
newly renumbered Sections 5.3 and 5.4 of the Share
Acquisition Agreement is deleted.
7. The reference to "Section 5.7" in newly
renumbered Section 5.5 of the Share Acquisition Agreement
is amended to read "Section 5.4".
8. Except as expressly amended hereby, the
provisions of the Share Acquisition Agreement are hereby
affirmed in all respects.
WITNESS the due execution hereof as of the date first
above written.
ATLAS ENERGY GROUP, INC.
By: /s/ J. R. O'Mara
J.R. O'Mara, Executive Vice
President
/s/ Joseph R. Sadowski
Joseph R. Sadowski
FIRST AMENDMENT
TO
SHARE ACQUISITION AGREEMENT
THIS FIRST AMENDMENT TO SHARE ACQUISITION AGREEMENT
made and entered into as of this 24 day of November, 1992,
by and between ATLAS ENERGY GROUP, INC. (the "Company"), an
Ohio corporation, and CHARLES KOVAL ("Shareholder").
WITNESSETH THAT:
WHEREAS, the Company and the Shareholder executed
that certain Share Acquisition Agreement dated as of November
14, 1990 (the "Share Acquisition Agreement"), providing for
the purchase by the Company of certain shares of common stock
of the Company (the "Common Stock") and the grant of certain
options as set forth in Sections 5.3, 5.4 and 5.5 of the Share
Acquisition Agreement (the "Shareholder Put Options") pursuant
to which the Shareholder may require the Company to buy
additional shares of Common Stock, held by Shareholder in the
future; and
WHEREAS, the Company and the Shareholder believe the
existence of the Shareholder Put Options impairs the ability
of the Company to raise capital for the Company's oil and gas
drilling operations; and
WHEREAS, the Company and the Shareholder believe
said oil and gas drilling operations are necessary for the
continued growth of the Company; and
WHEREAS, the Shareholder will benefit from the
Company's continued growth; and
WHEREAS, the parties hereto desire to amend the
provisions of the Share Acquisition Agreement.
NOW THEREFORE, in consideration of the premises
herein and intending to be legally bound hereby, the parties
hereto agree as follows:
1. Shareholder hereby agrees to unconditionally
waive any and all rights under the Shareholder Put
Options and hereby acknowledges and agrees that the
execution of this First Amendment will extinguish any and
all rights under said Shareholder Put Options.
2. Sections 5.3, 5.4 and 5.5 of the Share
Acquisition Agreement are deleted.
3. Sections 5.6, 5.7, 5.8 and 5.9 of the Share
Acquisition Agreement are renumbered 5.3, 5.4, 5.5 and
5.6, respectively.
4. The reference to "First Shareholder Option" in
Section 5.2 of the Share Acquisition Agreement is
deleted.
5. The reference to "Section 5.7(a)" in Sections 5.1
and 5.2 of the Share Acquisition Agreement is amended to
read "Section 5.4 (a)".
6. The reference to "Sections 5.3, 5.4 or 5.5" in
newly renumbered Sections 5.3 and 5.4 of the Share
Acquisition Agreement is deleted.
7. The reference to "Section 5.7" in newly
renumbered Section 5.5 of the Share Acquisition Agreement
is amended to read "Section 5.4".
8. Except as expressly amended hereby, the
provisions of the Share Acquisition Agreement are hereby
affirmed in all respects.
WITNESS the due execution hereof as of the date first
above written.
ATLAS ENERGY GROUP, INC.
By: /s/ J. R. O'Mara
J.R. O'Mara, Executive Vice President
/s/ Charles Koval
Charles Koval