Subject: RV: Call Option Agreement and Revised Operating Agreement
From: "Pio Mortera Nales" <[email-masked]>
To: "Lorenzo Roccia" <[email-masked]>, "Abel Navarro Homet" <[email-masked]>, <[email-masked]>, <[email-masked]>, <[email-masked]>
Date: Tue, 4 May 2010 04:25:58 -0400

Hello all,

I forward you Frances' comments regarding the Transatlantic Energy Services LLC Agreement. Maybe we can discuss this on today's call, in order to have it signed soon. Thank 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: [email-masked]<mailto:[email-masked]>
________________________________
De: Gauthier, Frances [mailto:[email-masked]]
Enviado el: martes, 27 de abril de 2010 22:47
Para: Lauren Salvati; Abel Navarro Homet; Lorenzo Roccia; Pio Mortera Nales; Devon Archer; [email-masked]
CC: Christopher Boies; Schwartz, Dean
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.

 1.  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.  .
 2.  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.
 3.  Section 3.5 - Ideally, the Advisory Committee should be dominated by RON Transatlantic nominees, rather than Rosemont nominees.
 4.  Section 3.5(c)(xi) - Did you intend to add the word "business" after "in the nature of the Company's" ?
 5.  Section 3.5(e) - "Unless otherwise agree" should be "unless otherwise agreed".
Please contact me with any questions.

Frances Gauthier, Esquire
Stradley Ronon Stevens & Young, LLP
300 Delaware Avenue, Suite 800
Wilmington, DE 19801
302.576.5864
302.576.5858 fax
[email-masked]
www.stradley.com

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________________________________
From: Lauren Salvati [mailto:[email-masked]]
Sent: Monday, April 19, 2010 12:41 PM
To: 'Abel Navarro Homet'; 'Lorenzo Roccia'; 'Pio Mortera Nales'; 'Devon Archer'; [email-masked]
Cc: Christopher Boies; Gauthier, Frances
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
575 Lexington Avenue, 8th Floor
New York, NY 10022
(main) 212-446-2300
(direct) 212-754-4253
(fax) 212-446-2350

________________________________
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To ensure compliance with requirements imposed by the IRS, unless we expressly state otherwise, we inform you that any U.S. federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.
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