-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MvNoWoO+WmckCS4BevgdaK6zBAe8Q/lfNfIcqqFHwYMWdQQ+uiJEtz92e5NWwsN7 cXJ/mR/4MA4bFx+q3SlVmQ== 0000950134-98-005830.txt : 19980710 0000950134-98-005830.hdr.sgml : 19980710 ACCESSION NUMBER: 0000950134-98-005830 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980709 SROS: NYSE GROUP MEMBERS: FIRST RESERVE CORP /CT/ /ADV GROUP MEMBERS: FIRST RESERVE FUND GP VII LP GROUP MEMBERS: FIRST RESERVE FUND VII LP GROUP MEMBERS: JOHN A HILL GROUP MEMBERS: WILLIAM E MACAULAY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOMAIN ENERGY CORP CENTRAL INDEX KEY: 0001037192 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760526147 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51215 FILM NUMBER: 98663639 BUSINESS ADDRESS: STREET 1: 16801 GREENSPOINT PARK DRIVE STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 2816181900 MAIL ADDRESS: STREET 1: P O BOX 2229 CITY: HOUSTON STATE: TX ZIP: 77252-2229 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST RESERVE CORP /CT/ /ADV CENTRAL INDEX KEY: 0000814313 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061210123 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 475 STEAMBOAT RD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036616601 FORMER COMPANY: FORMER CONFORMED NAME: FIRST RESERVE CORP /CT/ /ADV DATE OF NAME CHANGE: 19950630 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* DOMAIN ENERGY CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 257-027-102 - -------------------------------------------------------------------------------- (CUSIP Number) FIRST RESERVE CORPORATION 475 STEAMBOAT ROAD GREENWICH, CONNECTICUT 06930 (203) 661-6601 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 3, 1998 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). PAGE 1 OF 8 PAGES 2 SCHEDULE 13D - --------------------- CUSIP NO. 257-027-102 - --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Reserve Fund VII, Limited Partnership I.R.S. Identification No.: 06-1457408 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 4,570,718 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 4,570,718 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,570,718 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.2 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 2 of 8 3 SCHEDULE 13D - --------------------- CUSIP NO. 257-027-102 - --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Reserve GP VII, L.P. I.R.S. Identification No.: 06-1520256 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 4,570,718 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 4,570,718 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,570,718 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.2 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 3 of 8 4 SCHEDULE 13D - --------------------- CUSIP NO. 257-027-102 - --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Reserve Corporation I.R.S. Identification No.: 06-1210123 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 4,570,718 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 4,570,718 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,570,718 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.2 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 4 of 8 5 SCHEDULE 13D - --------------------- CUSIP NO. 257-027-102 - --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William E. Macaulay - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 2,668 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 2,668 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,668 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 5 of 8 6 SCHEDULE 13D - --------------------- CUSIP NO. 257-027-102 - --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John A. Hill - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 6 of 8 7 This Amendment to the statement on Schedule 13D (the "Statement") originally filed on July 7, 1997 pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, is filed by First Reserve Fund VII, Limited Partnership ("Fund VII"), First Reserve GP VII, L.P. ("GPVII") First Reserve Corporation ("First Reserve"), William E. Macaulay and John A. Hill (together with Mr. Macaulay, Fund VII, GPVII and First Reserve, the "Reporting Persons") relating to the shares of Common Stock, $.01 par value per share (the "Common Stock") of Domain Energy Corporation, a Delaware corporation (the "issuer" or "Domain"). The Statement is hereby supplemented and amended as set forth below. Item 2. IDENTITY AND BACKGROUND Item 2 is hereby amended by adding the following after the fourth paragraph: GPVII is a Delaware limited partnership. On July 6, 1998, First Reserve assigned all of its interest in Fund VII as its general partner to GPVII in consideration of the assumption by GPVII of all of First Reserve's obligations relating to Fund VII. GPVII's principal purpose is to manage the investments of Fund VII. First Reserve is the sole general partner of GPVII, a special purpose entity formed to hold First Reserve's interest in Fund VII and to be the general partner of Fund VII. GPVII's principal business and office address is the same as that of Fund VII and First Reserve. As a managing entity inserted between Fund VII and First Reserve, GPVII will now be reporting jointly with Fund VII and First Reserve, as well as Messrs. Macaulay and Hill, and this amendment is filed on behalf of all the foregoing persons and entities. The agreement among the reporting persons is attached as Exhibit 8 hereto. Item 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby amended by deleting the second paragraph thereof and replacing it with the following: On July 3, 1998, Fund VII sold 3,250,000 shares of common stock of the Issuer at a price of $13.50 per share in accordance with a stock purchase agreement entered into on May 12, 1998 by and between Lomak Petroleum, Inc. and Fund VII. Thereafter, Fund VII owned 4,570,718 shares of Common Stock (the "Fund VII Shares"), which constitutes approximately 30.2% of the 15,107,719 shares of Common Stock reported as outstanding on Domain's latest 10-Q report filed May 15, 1998. GPVII, as the general partner of Fund VII, and First Reserve, as the general partner of GPVII, both have the power to direct the voting and disposition of any shares of Common Stock beneficially owned by Fund VII. As a result, under the definition of beneficial ownership set forth in Rule 13d-3 of the Exchange Act, GPVII and First Reserve may be deemed to beneficially own the Fund VII Shares. Mr. Macaulay owns options to purchase 2,668 shares of the Common Stock at an exercise price of $13.50 per share. Item 6. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended by adding the following immediately prior to the last paragraph thereof: Under the Assignment and Assumption Agreement executed by and between First Reserve and GPVII and attached hereto as Exhibit 9, First Reserve assigned all of its interest in Fund VII as its general partner in consideration of the assumption by GPVII of all of First Reserve's obligations relating to Fund VII. Mr. Macaulay owns options to purchase 2,668 shares of the Common Stock at an exercise price of $13.50 per share. Page 7 of 8 8 Item 7. Material to be Filed as Exhibits. Item 7 is hereby amended by adding the following: 8. Joint Filing Agreement, dated July 6, 1998, between First Reserve Fund VII, Limited Partnership, First Reserve GP VII, L.P., First Reserve Corporation, and Messrs. Macaulay and Hill relating to the filing of a joint statement on Schedule 13D. 9. Assignment and Assumption Agreement dated July 6, 1998 by and between First Reserve Corporation and First Reserve GP VII, L.P. whereunder First Reserve assigned all of its interest in Fund VII as its general partner in consideration of the assumption by GPVII of all of First Reserve's obligations relating to Fund VII. 10. Option Agreement dated June 27, 1997, between the issuer and Mr. Macaulay. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. FIRST RESERVE CORPORATION By: /s/ Thomas R. Denison -------------------------------------- Thomas R. Denison Managing Director FIRST RESERVE GP VII, L.P. By First Reserve Corporation as General Partner By: /s/ Thomas R. Denison -------------------------------------- Thomas R. Denison Managing Director FIRST RESERVE FUND VII, LIMITED PARTNERSHIP By First Reserve GP VII, L.P., as General Partner By First Reserve Corporation, as General Partner By: /s/ Thomas R. Denison -------------------------------------- Thomas R. Denison Managing Director /s/ William E. Macaulay -------------------------------------- William E. Macaulay /s/ John A. Hill -------------------------------------- John A. Hill Dated July 9, 1998 Page 8 of 8 9 INDEX TO EXHIBITS The Index to Exhibits is hereby amended by adding the following: 8. Joint Filing Agreement, dated July 6, 1998, between First Reserve Fund VII, Limited Partnership, First Reserve GP VII, L.P. and First Reserve Corporation relating to the filing of a joint statement on Schedule 13D. 9. Assignment and Assumption Agreement dated July 6, 1998 by and between First Reserve Corporation and First Reserve GP VII, L.P. 10. Option Agreement dated June 27, 1997, between the issuer and Mr. Macaulay. EX-8 2 JOINT FILING AGREEMENT 1 Exhibit 8 JOINT FILING AGREEMENT We, the signatories of the statement on Schedule 13D to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us. FIRST RESERVE CORPORATION By: /s/ Thomas R. Denison ------------------------------------ Thomas R. Denison Managing Director FIRST RESERVE GP VII, L.P. By First Reserve Corporation as General Partner By: /s/ Thomas R. Denison -------------------------------------- Thomas R. Denison Managing Director FIRST RESERVE FUND VII, LIMITED PARTNERSHIP By First Reserve GP VII, L.P., as General Partner By First Reserve Corporation, as General Partner By: /s/ David H. Kennedy ------------------------------------ David H. Kennedy Managing Director /s/ William E. Macaulay ------------------------------------ William E. Macaulay /s/ John A. Hill ------------------------------------ John A. Hill EX-9 3 ASSIGNMENT AND ASSUMPTION AGREEMENT 1 Exhibit 9 ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of July 6, 1998, between First Reserve Corporation, a Delaware corporation (the "Assignor") and First Reserve GP VII, L.P., a Delaware limited partnership (the "Assignee"). WHEREAS, the Assignor is the general partner of First Reserve Fund VII, Limited Partnership, a Delaware limited partnership (the "Partnership"), pursuant to the Amended and Restated Limited partnership Agreement of the Partnership dated as of February 28, 1997, by and among the Assignor and the parties listed therein as limited partners of the Partnership (the "Partnership Agreement"); WHEREAS, the Assignor desires to transfer and assign to the Assignee all of Assignor's interest in the Partnership as the General Partner thereof (the "Transferred Interest") in consideration of the assumption by the Assignee of all the Assignor's obligations relating to the Transferred Interest; and WHEREAS, the Assignee has agreed to acquire the Transferred Interest for such consideration, to become a party to and be bound by the terms of the Partnership Agreement and to be admitted to the Partnership as a substituted general partner with respect to the Transferred Interest as provided in the Partnership Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein made and intending to be legally bound, the parties hereto hereby agree as follows: 1. Capitalized terms used herein which are not defined herein shall have their respective meanings set forth in the Partnership Agreement. 2. The Assignor hereby assigns to the Assignee all of its right, title and interest as the General Partner in the Partnership represented by the Transferred Interest, including all amounts due and to become due to the Assignor with respect to the Transferred Interest, in exchange for the assumption by the Assignee of the obligations referred to in Section 3 below. 3. The Assignee hereby assumes, and agrees to pay and perform, all unperformed obligations of the Assignor under and pursuant to the Partnership Agreement relating to the Transferred Interest. By virtue of the parties' execution and delivery of this Agreement the Assignee shall become a party to the Partnership Agreement (and shall be deemed to have executed and delivered a counterpart thereof), and the Assignee hereby accepts and agrees to be bound by all of the terms and provisions of the Partnership Agreement as the General Partner of the Partnership. 2 4. All the parties hereto agree that as a result of the execution and delivery of this Agreement, for purposes of the Partnership Agreement the Assignee shall be substituted as General Partner of the Partnership in the stead of the Assignor, and the Assignor shall withdraw as a general partner of the Partnership immediately thereafter. 5. This Agreement may be executed in several counterparts, all of which will together constitute a single agreement among the parties. This Agreement will be governed by, and interpreted in accordance with, the laws of the State of Delaware. IN WITNESS WHEREOF, the undersigned have executed this Agreement with effect as of July 6, 1998. ASSIGNOR: FIRST RESERVE CORPORATION By: /s/ William Macaulay ------------------------------- William Macaulay Managing Director ASSIGNEE: FIRST RESERVE GP VII, L.P. By: First Reserve Corporation, its General Partner By: /s/ William Macaulay ------------------------------- William Macaulay Managing Director EX-10 4 AUTOMATIC GRANT OF STOCK OPTION 1 EXHIBIT 10 June 27, 1997 Mr. William E. Macaulay First Reserve Corporation 475 Steamboat Road Greenwich, CT 06830 RE: Automatic Grant of Stock Option Dear Mr. Macaulay: On June 26, 1997, the Board of Directors of Domain Energy Corporation (the "Company") authorized and approved the 1997 Stock Option Plan for Nonemployee Directors (the "Plan"), which Plan became effective on June 27, 1997. The Plan provides for the automatic grant of options to the nonemployee directors of the Company. A copy of the Plan is annexed hereto and shall be deemed a part hereof as if fully set forth herein. Unless the context otherwise requires, all terms defined in the Plan shall have the same meaning when used herein. The Company hereby grants to you the option (the "Option") to purchase, in accordance with the terms and conditions set forth in the Plan, but subject to the limitations set forth herein and in the Plan, an aggregate of 4,002 shares of Common Stock, $.01 par value per share, of the Company at a price of $13.50 per share, such option price being, in the judgment of the Board of Directors, not less than one hundred percent (100%) of the fair market value of such share at the close of business on the date hereof (i.e., June 27, 1997). The Option is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. Subject to the provisions and limitations of Sections 8 and 10 of the Plan, this Option may be exercised by you, on a cumulative basis, during a period of ten (10) years commencing on the date hereof and terminating at the close of business on June 27, 2007 as follows: up to 1,334 of the total number of shares subject to this Option may be purchased by you as of the date hereof; 2 Page 2 up to an additional 1,334 of the total number of shares subject to this Option may be purchased by you as of the date of the annual meeting of stockholders of the Company during 1998, provided that you are an Eligible Director immediately following such annual meeting; and the balance of the total number of shares subject to this Option may be purchased by you as of the date of the annual meeting of stockholders of the Company during 1999, provided that you are an Eligible Director immediately following such annual meeting. The unexercised portion of the Option granted herein will automatically and without notice terminate and become null and void upon the expiration of ten (10) years from the date hereof. If, however, prior to the expiration of ten (10) years from the date hereof, your service as a director of the Company terminates, this Option will terminate on the applicable date set forth in Section 9 of the Plan. In no event shall you exercise this Option for a fraction of a share or for less than one hundred (100) Shares (unless the number purchased is the total balance for which the Option is then exercisable). This Option is not transferable by you otherwise than by will or the laws of descent and distribution, and is exercisable, during your lifetime, only by you. This Option may not be assigned, transferred (except by will or the laws of descent and distribution), pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof, and the levy of any attachment or similar proceeding upon the Option, shall be null and void and without effect. Any exercise of this Option shall be in writing addressed to the Secretary of the Company at the principal place of business of the Company, and shall comply with the requirements of the Plan. If the Company, in its sole discretion, shall determine that it is necessary, to comply with applicable securities laws, the certificate or certificates representing the shares purchased pursuant to the exercise of this Option shall bear an appropriate legend in form and substance, as determined by the Company, giving notice of applicable restrictions on transfer under or in respect of such laws. You hereby covenant and agree with the Company that if, at the time of exercise of this Option, there does not exist a 3 Page 3 Registration Statement on an appropriate form under the Securities Act of 1933, as amended (the "Act"), which Registration Statement shall have become effective and shall include a prospectus which is current with respect to the shares subject to this Option, (i) you are purchasing the shares for your own account, for investment and not with a view to the resale or distribution thereof and (ii) any subsequent offer for sale or sale of any such shares shall be made either pursuant to (x) a Registration Statement on an appropriate form under the Act, which Registration Statement shall have become effective and shall be current with respect to the shares being offered and sold, or (y) a specific exemption from the registration requirements of the Act, but in claiming such exemption, you shall, prior to any offer for sale or sale of such shares, obtain a favorable written opinion from counsel for or approved by the Company as to the applicability of such exemption. You further covenant and agree to indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by you is contrary to the representation and agreement referred to above. As provided in the Plan, the Company may require you to pay to the Company, upon its demand, such amount as may be requested by the Company for the purpose of satisfying any liability to withhold federal, state, local or foreign income or other taxes. If the amount requested is not paid either (i) by cash or check or (ii) by electing, pursuant to a written notice delivered to the Board of Directors prior to the date of exercise, to have shares of Common Stock (having an aggregate fair market value on the date of exercise sufficient to satisfy the applicable tax withholding requirements) withheld from the shares deliverable upon such exercise, the Company shall have no obligation to issue, and you shall have no right to receive, any shares subject to this Option. This agreement is subject to all terms, conditions, limitations and restrictions contained in the Plan, which shall be controlling in the event of any conflicting or inconsistent provisions. 4 Page 4 Please indicate your acceptance of all the terms and conditions of this Option and the Plan by signing and returning a copy of this letter. Very truly yours, DOMAIN ENERGY CORPORATION By: /s/ Michael V. Ronca ----------------------- ACCEPTED: /s/ William E. Macaulay - ------------------------------ Signature of Director William E. Macaulay - ------------------------------ Name of Director Date: ------------------------- -----END PRIVACY-ENHANCED MESSAGE-----