Common use of Prudential Securities Incorporated Clause in Contracts

Prudential Securities Incorporated. Morgan Keegan & Company, Inc.................................... _____________________........................................... _____________________........................................... _____________________........................................... _____________________........................................... Total..................................................... 6,000,000 HOU03A:432629.7 27 SCHEDULE II EQUITY INVESTMENTS ENTITY HOLDING INVESTMENT NATURE OF INVESTMENT Domain Energy Ventures Corporation Warrants to acquire 28,350 shares of Common Stock of Benton Corp. Domain Energy Ventures Corporation 63,000 sharex xx Xational Energy Group Common Stock HOU03A:432629.7 28 EXHIBIT A [DATE] CREDIT SUISSE FIRST BOSTON CORPORATION PAINEWEBBER INCORPORATED, PRUDENTIAL SECURITIES CORPORATION and MORGAN KEEGAN & COMPANY, INC. As Representatives of the several Xxxxxxxxxxxx c/oCredit Suisse First Boston Corporation, Eleven Madison Avenue New York, New York 10010 Dear Sirs: In consxxxxxxxxx xx xxx xxxxxxxxx xx xxx xxxxxxx Xnderwriters, for which Credit Suisse First Boston Corporation, PaineWebber Incorporated, Prudential Securities Corporation and Morgan Keegan & Company, Inc. (the "Representatives") intend to act as xxxxxxxxxxxxves to underwrite a proposed public offering (the "Offering") of 6,000,000 shares of common stock, par value $.01 per share (the "Common Stock"), of Domain Energy Corporation, a Delaware corporation (the "Company"), as contemplated by a registration statement with respect to such shares filed with the Securities and Exchange Commission on Form S-1 (Registration No. 333-24641), the undersigned hereby agrees that the undersigned will not, for a period of 180 days after the commencement of the public offering of such shares, without the prior written consent of Credit Suisse First Boston Corporation, offer to sell, sell, contract to sell, grant any option to sell, or otherwise dispose of, or require the Company to file with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 to register, any shares of Common Stock or securities convertible into or exchangeable for Common Stock or warrants or other rights to acquire shares of Common Stock of which the undersigned is now, or may in the future become, the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) (other than pursuant to the Company's employee stock option plans or in connection with other employee incentive compensation or director compensation arrangements of the Company). In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Common Stock if such transfer would constitute a violation or breach of this Agreement. HOU03A:432629.7 This Agreement shall be binding on the undersigned and the respective successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if the Offering shall not have occurred on or before , 1997. Very truly yours, By: Print Name: EXHIBIT B [Weil, Gotshal & Manges LLP letterhead] _______________, 1997 Credit Suisse First Boston Corporation PaineWebber Incorporated, Prudential Securities Incorporated and Morgan Keegan & Company, Inc. As Representatives of the several Xxxxxxxxxxxx c/oCredit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010-3629 Gentlemen: We have acted as counsel to Domain Energy Corporation, a Delaware corporation (the "Company"), in connection with (i) the execution and delivery of, and the consummation of the transactions contemplated by, the Underwriting Agreement (the "Agreement"), dated ____________, 1997, among Credit Suisse First Boston Corporation, PaineWebber Incorporated, Prudential Securities Incorporated and Morgan Keegan & Company, Inc., as representatives of the several underxxxxxxx xxxxx in Schedule I thereto (the "Underwriters"), and the Company and certain of the Company's subsidiaries and (ii) the sale by the Company to the Underwriters of 6,000,000 shares (the "Shares") of common stock, par value $.01 per share (the "Common Stock"), of the Company. This opinion is delivered to you pursuant to Section 5(f) of the Agreement. Capitalized terms defined in the Agreement and used but not otherwise defined herein are used herein as so defined. In so acting, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Agreement, (ii) the Registration Statement on Form S-1 (Registration No. 333-24641) of the Company filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), on April 4, 1997, (iii) Amendment No. 1 to the Registration Statement filed with the Commission on May 22, 1997, (iv) Amendment No. 2 to the Registration Statement filed with the Commission on ___________________, 1997 (the Registration Statement, as so amended and including information deemed to be a part of the Registration Statement at the time it became effective pursuant to Rule 430A under the Act, is hereinafter referred to as the ("Registration Statement"), (v) the prospectus dated _____________________, 1997 of the Company in the form filed with the Commission pursuant to Rule 424(b) under the Act (the "Prospectus"), and (vi) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and we have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company and upon the representations and warranties of the Company contained in the Agreement. As used herein "to our knowledge" and "of which we are aware" means the conscious awareness of facts or other information by any lawyer in our firm actively involved in the transactions contemplated by the Agreement. Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that:

Prudential Securities Incorporated. Morgan Keegan Total................................................ ========= SCHEDULE 2 TRADEMARK RIGHTS EXHIBIT A STAR GAS PARTNERS, L.P. PRICE DETERMINATION AGREEMENT ----------------------------- _________________, 1999 PAINEWEBBER INCORPORATED CIBC XXXXXXXXXXX CORP. XXXXXXXXX, XXXXXX & CompanyXXXXXXXX SECURITIES CORPORATION X.X. XXXXXXX & SONS, Inc.................................... INC. XXXXXX BROTHERS INC. PRUDENTIAL SECURITIES INCORPORATED XXXX XXXXXXXX XXXXXXX, A DIVISION OF XXXX XXXXXXXX INCORPORATED As Representatives of the several Underwriters c/o PaineWebber Incorporated 1285 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: Reference is made to the Underwriting Agreement, dated ____________, 1999 (the "Underwriting Agreement"), among Star Gas Partners, L.P., a Delaware partnership (the "Partnership"), and the Underwriters named in Schedule 1 thereto or hereto (the "Underwriters") for whom PaineWebber Incorporated, CIBC Xxxxxxxxxxx Corp., Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation, X.X. Xxxxxxx & Sons, Inc., Xxxxxx Brothers Inc. Prudential Securities Incorporated and Xxxx Xxxxxxxx Xxxxxxx, a division of Xxxx Xxxxxxxx Incorporated, are acting as representatives (the "Representatives"). The Underwriting Agreement provides for the purchase by the Underwriters, subject to the terms and conditions set forth therein, of an aggregate of ___________ Common Units representing limited partner interests in the Partnership (the "Firm Units"). The Partnership has also agreed to grant to the Underwriters an option (the "Option") to purchase up to an aggregate of ___________ additional Common Units (the "Option Units") on the terms and for the purposes set forth in the Underwriting Agreement. The Firm Units and the Option Units are hereinafter collectively referred to as the "Units." This Agreement is the Price Determination Agreement referred to in the Underwriting Agreement. Pursuant to Section 1 of the Underwriting Agreement, the undersigned agrees with the Representatives as follows: The public offering price per Unit shall be $_____. The purchase price per Firm Unit to be paid by the several Underwriters shall be $_____ representing an amount equal to the public offering price set forth above, less $___ per Unit. The Partnership represents and warrants to each of the Underwriters that the representations and warranties of the Partnership set forth in Section 3 of the Underwriting Agreement are accurate, as though expressly made at and as of the date hereof. As contemplated by the Underwriting Agreement, attached as Schedule 1 is a completed list of the several Underwriters, which shall be a part of this Agreement and the Underwriting Agreement. THIS AGREEMENT SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH STATE. If the foregoing is in accordance with your understanding of the agreement among the Underwriters and the Partnership, please sign and return to the Partnership a counterpart hereof, whereupon this instrument along with all counterparts and together with the Underwriting Agreement shall be a binding agreement among the Underwriters and the Partnership in accordance with its terms and the terms of the Underwriting Agreement. Very truly yours, STAR GAS PARTNERS, L.P. By: STAR GAS CORPORATION, as General Partner By: _____________________........................................... ___________________ Name: Title: Confirmed as of the date first above mentioned: PAINEWEBBER INCORPORATED CIBC XXXXXXXXXXX CORP. XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION X.X. XXXXXXX & SONS, INC. XXXXXX BROTHERS INC. PRUDENTIAL SECURITIES INCORPORATED XXXX XXXXXXXX XXXXXXX, A DIVISION OF XXXX XXXXXXXX INCORPORATED Acting on behalf of themselves and as the Representatives of the other several Underwriters named in Schedule I to the Underwriting Agreement. By: PAINEWEBBER INCORPORATED By:_____________________........................................... _______________ Name: Title: EXHIBIT B SUBSIDIARIES ------------ EXHIBIT C ____________, 1999 PAINEWEBBER INCORPORATED CIBC XXXXXXXXXXX CORP. XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION X.X. XXXXXXX & SONS, INC. XXXXXX BROTHERS INC. PRUDENTIAL SECURITIES INCORPORATED XXXX XXXXXXXX XXXXXXX, A DIVISION OF XXXX XXXXXXXX INCORPORATED As Representatives of the several Underwriters c/o PaineWebber Incorporated 1285 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: In consideration of the agreement of the several Underwriters, for which PaineWebber Incorporated, CIBC Xxxxxxxxxxx Corp., Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation, X.X. Xxxxxxx & Sons, Inc., Xxxxxx Brothers Inc., Prudential Securities Incorporated and Xxxx Xxxxxxxx Xxxxxxx, a division of Xxxx Xxxxxxxx Incorporated (the "Representatives") intend to act as Representatives to underwrite a proposed public offering (the "Offering") of Common Units (the "Common Units") of Star Gas Partners, L.P., a Delaware partnership (the "Partnership"), as contemplated by a registration statement with respect to such units filed with the Securities and Exchange Commission on Form S-3 (Registration No. 333-68329), the undersigned hereby agrees that the undersigned will not, for a period of 120 days after the commencement of the public offering of such units, without the prior written consent of PaineWebber Incorporated directly or indirectly offer, pledge, sell, contract to sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, or require any person to file with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 to register any Common Units or securities convertible into or exercisable or exchangeable for Common Units or warrants or other rights to acquire Common Units of which the undersigned is now, or may in the future become, the beneficial owner within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, other than in the case of the Partnership the Option Units, (other than pursuant to employee stock option plans as in existence on the date hereof or in connection with other employee incentive compensation arrangements consistent with past practice). Very truly yours, By: _____________________........................................... ________ Name: Print Name: _____________________........................................... Total..................................................... 6,000,000 HOU03A:432629.7 27 SCHEDULE II EQUITY INVESTMENTS ENTITY HOLDING INVESTMENT NATURE OF INVESTMENT Domain Energy Ventures Corporation Warrants to acquire 28,350 shares of Common Stock of Benton Corp. Domain Energy Ventures Corporation 63,000 sharex xx Xational Energy Group Common Stock HOU03A:432629.7 28 _ EXHIBIT A [DATE] CREDIT SUISSE FIRST BOSTON CORPORATION PAINEWEBBER INCORPORATED, PRUDENTIAL SECURITIES CORPORATION and MORGAN KEEGAN & COMPANY, INC. As Representatives of the several Xxxxxxxxxxxx c/oCredit Suisse First Boston Corporation, Eleven Madison Avenue New York, New York 10010 Dear Sirs: In consxxxxxxxxx xx xxx xxxxxxxxx xx xxx xxxxxxx Xnderwriters, for which Credit Suisse First Boston Corporation, PaineWebber Incorporated, Prudential Securities Corporation and Morgan Keegan & Company, Inc. (the "Representatives") intend to act as xxxxxxxxxxxxves to underwrite a proposed public offering (the "Offering") of 6,000,000 shares of common stock, par value $.01 per share (the "Common Stock"), of Domain Energy Corporation, a Delaware corporation (the "Company"), as contemplated by a registration statement with respect to such shares filed with the Securities and Exchange Commission on Form S-1 (Registration No. 333-24641), the undersigned hereby agrees that the undersigned will not, for a period of 180 days after the commencement of the public offering of such shares, without the prior written consent of Credit Suisse First Boston Corporation, offer to sell, sell, contract to sell, grant any option to sell, or otherwise dispose of, or require the Company to file with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 to register, any shares of Common Stock or securities convertible into or exchangeable for Common Stock or warrants or other rights to acquire shares of Common Stock of which the undersigned is now, or may in the future become, the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) (other than pursuant to the Company's employee stock option plans or in connection with other employee incentive compensation or director compensation arrangements of the Company). In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Common Stock if such transfer would constitute a violation or breach of this Agreement. HOU03A:432629.7 This Agreement shall be binding on the undersigned and the respective successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if the Offering shall not have occurred on or before , 1997. Very truly yours, By: Print Name: EXHIBIT B [Weil, Gotshal & Manges LLP letterhead] _______________, 1997 Credit Suisse First Boston Corporation PaineWebber Incorporated, Prudential Securities Incorporated and Morgan Keegan & Company, Inc. As Representatives of the several Xxxxxxxxxxxx c/oCredit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010-3629 Gentlemen: We have acted as counsel to Domain Energy Corporation, a Delaware corporation (the "Company"), in connection with (i) the execution and delivery of, and the consummation of the transactions contemplated by, the Underwriting Agreement (the "Agreement"), dated ____________, 1997, among Credit Suisse First Boston Corporation, PaineWebber Incorporated, Prudential Securities Incorporated and Morgan Keegan & Company, Inc., as representatives of the several underxxxxxxx xxxxx in Schedule I thereto (the "Underwriters"), and the Company and certain of the Company's subsidiaries and (ii) the sale by the Company to the Underwriters of 6,000,000 shares (the "Shares") of common stock, par value $.01 per share (the "Common Stock"), of the Company. This opinion is delivered to you pursuant to Section 5(f) of the Agreement. Capitalized terms defined in the Agreement and used but not otherwise defined herein are used herein as so defined. In so acting, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Agreement, (ii) the Registration Statement on Form S-1 (Registration No. 333-24641) of the Company filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), on April 4, 1997, (iii) Amendment No. 1 to the Registration Statement filed with the Commission on May 22, 1997, (iv) Amendment No. 2 to the Registration Statement filed with the Commission on ___________________, 1997 (the Registration Statement, as so amended and including information deemed to be a part of the Registration Statement at the time it became effective pursuant to Rule 430A under the Act, is hereinafter referred to as the ("Registration Statement"), (v) the prospectus dated _____________________, 1997 of the Company in the form filed with the Commission pursuant to Rule 424(b) under the Act (the "Prospectus"), and (vi) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and we have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company and upon the representations and warranties of the Company contained in the Agreement. As used herein "to our knowledge" and "of which we are aware" means the conscious awareness of facts or other information by any lawyer in our firm actively involved in the transactions contemplated by the Agreement. Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that:D

Prudential Securities Incorporated. Morgan Keegan & ========== TOTAL EXHIBIT A [Letterhead of officer, director or holder of Common Units] U.S. Timberlands Company, Inc.................................... L.P. Public Offering of Common Units ------------------------------- __________ ____________........................................... _____________________........................................... _____________________........................................... _____________________........................................... Total..................................................... 6,000,000 HOU03A:432629.7 27 SCHEDULE II EQUITY INVESTMENTS ENTITY HOLDING INVESTMENT NATURE OF INVESTMENT Domain Energy Ventures Corporation Warrants to acquire 28,350 shares of Common Stock of Benton Corp. Domain Energy Ventures Corporation 63,000 sharex xx Xational Energy Group Common Stock HOU03A:432629.7 28 EXHIBIT A [DATE] CREDIT SUISSE FIRST BOSTON CORPORATION PAINEWEBBER INCORPORATED, PRUDENTIAL SECURITIES CORPORATION and MORGAN KEEGAN 1997 Xxxxx Xxxxxx Inc. Deutsche xxxxxx xxxxxxxx inc. X.X. Xxxxxxx & COMPANYSons, INC. As Representatives of the several Xxxxxxxxxxxx Inc. PaineWebber Incorporated prudential securities incorporated c/oCredit Suisse First Boston Corporationo Xxxxx Xxxxxx Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Eleven Madison Avenue New York, New York 10010 Xxx Xxxx 00000 Dear Sirs: In consxxxxxxxxx xx xxx xxxxxxxxx xx xxx xxxxxxx Xnderwriters, for which Credit Suisse First Boston Corporation, PaineWebber Incorporated, Prudential Securities Corporation and Morgan Keegan & Company, Inc. This letter is being delivered to you in connection with the proposed Underwriting Agreement (the "RepresentativesUnderwriting Agreement") intend to act as xxxxxxxxxxxxves to underwrite among U.S. Timberlands Company, L.P., a proposed public offering Delaware limited partnership (the "OfferingPartnership") ), U.S. Timberlands Klamath Falls, L.L.C., New Services, L.L.C., U.S. Timberlands Services Company, L.L.C., U.S. Timberlands Holdings, L.L.C., Rudey Timber Company, L.L.C., Xxxxx Xxxxxx Inc., Deutsche Xxxxxx Xxxxxxxx Inc., X.X. Xxxxxxx & Sons, Inc., PaineWebber Incorporated and Prudential Securities Incorporated as representatives of 6,000,000 shares the underwriters, relating to an underwritten public offering of common stock, par value $.01 per share units representing limited partner interests (the "Common StockUnits"), of Domain Energy Corporation, a Delaware corporation (the "Company"), as contemplated by a registration statement with respect Partnership. To induce you to such shares filed with enter into the Securities and Exchange Commission on Form S-1 (Registration No. 333-24641)Underwriting Agreement, the undersigned hereby agrees that it will not offer, sell, contract to sell or otherwise dispose of any Common Units or Subordinated Units (as defined in the undersigned will notUnderwriting Agreement), any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or Subordinated Units or any securities that are senior to or pari passu with Common Units for a period of 180 days after the commencement date of the public offering of such shares, Prospectus (as defined in the Underwriting Agreement) without the prior written consent of Credit Suisse First Boston Corporation, offer to sell, sell, contract to sell, grant Xxxxx Xxxxxx Inc. If for any option to sell, or otherwise dispose of, or require the Company to file with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 to register, any shares of Common Stock or securities convertible into or exchangeable for Common Stock or warrants or other rights to acquire shares of Common Stock of which the undersigned is now, or may in the future become, the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) (other than pursuant to the Company's employee stock option plans or in connection with other employee incentive compensation or director compensation arrangements of the Company). In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Common Stock if such transfer would constitute a violation or breach of this Agreement. HOU03A:432629.7 This Agreement shall be binding on the undersigned and the respective successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if the Offering shall not have occurred on or before , 1997. Very truly yours, By: Print Name: EXHIBIT B [Weil, Gotshal & Manges LLP letterhead] _______________, 1997 Credit Suisse First Boston Corporation PaineWebber Incorporated, Prudential Securities Incorporated and Morgan Keegan & Company, Inc. As Representatives of the several Xxxxxxxxxxxx c/oCredit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010-3629 Gentlemen: We have acted as counsel to Domain Energy Corporation, a Delaware corporation (the "Company"), in connection with (i) the execution and delivery of, and the consummation of the transactions contemplated by, reason the Underwriting Agreement is terminated before the Closing Date (the "Agreement"), dated ____________, 1997, among Credit Suisse First Boston Corporation, PaineWebber Incorporated, Prudential Securities Incorporated and Morgan Keegan & Company, Inc., as representatives of the several underxxxxxxx xxxxx in Schedule I thereto (the "Underwriters"), and the Company and certain of the Company's subsidiaries and (ii) the sale by the Company to the Underwriters of 6,000,000 shares (the "Shares") of common stock, par value $.01 per share (the "Common Stock"), of the Company. This opinion is delivered to you pursuant to Section 5(f) of the Agreement. Capitalized terms defined in the Agreement and used but not otherwise defined herein are used herein as so defined. In so acting, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Underwriting Agreement, (ii) the Registration Statement on Form S-1 (Registration No. 333-24641) of the Company filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), on April 4the agreement set forth above shall likewise be terminated. Yours very truly, 1997[Signature of officer, (iii) Amendment No. 1 to the Registration Statement filed with the Commission on May 22, 1997, (iv) Amendment No. 2 to the Registration Statement filed with the Commission on ___________________, 1997 (the Registration Statement, as so amended and including information deemed to be a part of the Registration Statement at the time it became effective pursuant to Rule 430A under the Act, is hereinafter referred to as the ("Registration Statement"), (v) the prospectus dated _____________________, 1997 of the Company in the form filed with the Commission pursuant to Rule 424(b) under the Act (the "Prospectus"), and (vi) such other corporate records, agreements, documents and other instruments, and such certificates director or comparable documents of public officials and of officers and representatives of the Company, and we have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company and upon the representations and warranties of the Company contained in the Agreement. As used herein "to our knowledge" and "of which we are aware" means the conscious awareness of facts or other information by any lawyer in our firm actively involved in the transactions contemplated by the Agreement. Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that:common Unitholder]

Prudential Securities Incorporated. Morgan Keegan Total.................. =========== SCHEDULE II Foreign Jurisdictions --------------------- Argentina Brazil Chile Colombia Dominican Republic England Mexico Venezuela [Form of Lock-Up Agreement] EXHIBIT A [Letterhead of officer, director or major shareholder of Corporation] America Online Latin America, Inc. ---------------------------------- Public Offering of Common Stock ------------------------------- , 2000 Xxxxxxx Xxxxx Xxxxxx Inc. Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation Xxxxxx Brothers Inc. Cazenove & Co. Prudential Securities Incorporated As Representatives of the several Underwriters, c/o Xxxxxxx Xxxxx Xxxxxx Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the "Underwriting Agreement"), between America Online Latin America, Inc., a Delaware corporation (the "Company"), Inc.................................... and each of you as representatives [(the "Offering")] /1/ of a group of Underwriters named therein, relating to an underwritten public offering of Class A Common Stock, $.01 par value (the "Common Stock"), of the Company. _____________________........................................... _____________________........................................... _____________________........................................... _____________________........................................... Total..................................................... 6,000,000 HOU03A:432629.7 27 SCHEDULE II EQUITY INVESTMENTS ENTITY HOLDING INVESTMENT NATURE OF INVESTMENT Domain Energy Ventures Corporation Warrants _ /1/ Bracketed language to acquire 28,350 shares be included only in lock-up signed by participants in the Xxxxxxxx distribution. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Common Stock of Benton Corp. Domain Energy Ventures Corporation 63,000 sharex xx Xational Energy Group Common Stock HOU03A:432629.7 28 EXHIBIT A [DATE] CREDIT SUISSE FIRST BOSTON CORPORATION PAINEWEBBER INCORPORATEDXxxxxxx Xxxxx Xxxxxx Inc. and Xxxxxxxxx, PRUDENTIAL SECURITIES CORPORATION and MORGAN KEEGAN Lufkin & COMPANYXxxxxxxx Securities Corporation, INC. As Representatives offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the several Xxxxxxxxxxxx c/oCredit Suisse First Boston Corporationundersigned) directly or indirectly, Eleven Madison Avenue New York, New York 10010 Dear Sirs: In consxxxxxxxxx xx xxx xxxxxxxxx xx xxx xxxxxxx Xnderwriters, for which Credit Suisse First Boston Corporation, PaineWebber Incorporated, Prudential Securities Corporation and Morgan Keegan & Company, Inc. including the filing (or participation in the "Representatives"filing of) intend to act as xxxxxxxxxxxxves to underwrite a proposed public offering (the "Offering") of 6,000,000 shares of common stock, par value $.01 per share (the "Common Stock"), of Domain Energy Corporation, a Delaware corporation (the "Company"), as contemplated by a registration statement with respect to such shares filed with the Securities and Exchange Commission on Form S-1 in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock [(Registration No. 333-24641provided that such shares are acquired prior to or concurrent with the Offering)] /1/ [(provided that such shares are acquired by December 31, 2000 pursuant to the Regulation S Stock Subscription Agreement between the undersigned hereby agrees that and the undersigned will notCompany, dated July 19, 2000)] /2/, or publicly announce an intention to effect any such transaction, for a period of 180 days after the commencement date of the public offering of such shares, without the prior written consent of Credit Suisse First Boston Corporation, offer to sell, sell, contract to sell, grant any option to sell, or otherwise dispose of, or require the Company to file with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 to register, any shares of Common Stock or securities convertible into or exchangeable for Common Stock or warrants or other rights to acquire shares of Common Stock of which the undersigned is now, or may in the future become, the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) (other than pursuant to the Company's employee stock option plans or in connection with other employee incentive compensation or director compensation arrangements of the Company). In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Common Stock if such transfer would constitute a violation or breach of this Underwriting Agreement. HOU03A:432629.7 This Agreement shall be binding on the undersigned and the respective successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if the Offering shall not have occurred on or before , 1997. Very truly yours, By: Print Name: EXHIBIT B [Weil, Gotshal & Manges LLP letterhead] _______________, 1997 Credit Suisse First Boston Corporation PaineWebber Incorporated, Prudential Securities Incorporated and Morgan Keegan & Company, Inc. As Representatives of the several Xxxxxxxxxxxx c/oCredit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010-3629 Gentlemen: We have acted as counsel to Domain Energy Corporation, a Delaware corporation (the "Company"), in connection with (i) the execution and delivery of, and the consummation of the transactions contemplated by, the Underwriting Agreement (the "Agreement"), dated ____________, 1997, among Credit Suisse First Boston Corporation, PaineWebber Incorporated, Prudential Securities Incorporated and Morgan Keegan & Company, Inc., as representatives of the several underxxxxxxx xxxxx in Schedule I thereto (the "Underwriters"), and the Company and certain of the Company's subsidiaries and (ii) the sale by the Company to the Underwriters of 6,000,000 shares (the "Shares") of common stock, par value $.01 per share (the "Common Stock"), of the Company. This opinion is delivered to you pursuant to Section 5(f) of the Agreement. Capitalized terms defined in the Agreement and used but not otherwise defined herein are used herein as so defined. In so acting, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Agreement, (ii) the Registration Statement on Form S-1 (Registration No. 333-24641) of the Company filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), on April 4, 1997, (iii) Amendment No. 1 to the Registration Statement filed with the Commission on May 22, 1997, (iv) Amendment No. 2 to the Registration Statement filed with the Commission on ___________________, 1997 (the Registration Statement, as so amended and including information deemed to be a part of the Registration Statement at the time it became effective pursuant to Rule 430A under the Act, is hereinafter referred to as the ("Registration Statement"), (v) the prospectus dated _____________________, 1997 of the Company in the form filed with the Commission pursuant to Rule 424(b) under the Act (the "Prospectus"), and (vi) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and we have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company and upon the representations and warranties of the Company contained in the Agreement. As used herein "to our knowledge" and "of which we are aware" means the conscious awareness of facts or other information by any lawyer in our firm actively involved in the transactions contemplated by the Agreement. Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that:.

Prudential Securities Incorporated. Morgan Keegan & Company, Inc.................................... [___] XXXXXXX BROS., L.P.......................................................... [___] Total.................................................................. [_______________........................................... _____________________........................................... _____________________........................................... _____________________........................................... Total..................................................... 6,000,000 HOU03A:432629.7 27 ] SCHEDULE II EQUITY INVESTMENTS ENTITY HOLDING INVESTMENT NATURE OF INVESTMENT Domain Energy Ventures Corporation Warrants to acquire 28,350 ff S-ff Exhibit A Lock-Up Agreement Xxxxxxxxx Xxxxxxxx, Inc. First Union Securities, Inc. CIBC World Markets Prudential Xxxxx Technology Xxxxxxx Bros., L.P. c/x Xxxxxxxxx Xxxxxxxx, Inc. 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 RE: FiberNet Telecom Group, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of Benton Corp. Domain Energy Ventures Corporation 63,000 sharex xx Xational Energy Group the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock HOU03A:432629.7 28 EXHIBIT A [DATE] CREDIT SUISSE FIRST BOSTON CORPORATION PAINEWEBBER INCORPORATED, PRUDENTIAL SECURITIES CORPORATION and MORGAN KEEGAN & COMPANY, INC. As Representatives of the several Xxxxxxxxxxxx c/oCredit Suisse First Boston Corporation, Eleven Madison Avenue New York, New York 10010 Dear Sirs: In consxxxxxxxxx xx xxx xxxxxxxxx xx xxx xxxxxxx Xnderwriters, for which Credit Suisse First Boston Corporation, PaineWebber Incorporated, Prudential Securities Corporation and Morgan Keegan & Company, Inc. (the "Representatives") intend to act as xxxxxxxxxxxxves to underwrite a proposed public offering (the "Offering") of 6,000,000 shares of common stock, par value $.01 per share for which you will act as the representative (the "Common StockRepresentative")) of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of Domain Energy Corporation, a Delaware corporation (the "Company"), as contemplated by a registration statement undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to such shares filed with the Securities and Exchange Commission on Form S-1 (Registration NoOffering. 333-24641)In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, for a period of 180 days after the commencement of the public offering of such shares, without the prior written consent of Credit Suisse First Boston Corporation, not offer to sell, sell, contract to sell, grant any option to or otherwise sell, or otherwise dispose of, loan, pledge or require the Company grant any rights with respect to file with the Securities and Exchange Commission (collectively, a registration statement under the Securities Act "Disposition") any shares of 1933 Common Stock, any options or warrants to register, purchase any shares of Common Stock or any securities convertible into or exchangeable for Common Stock or warrants or other rights to acquire shares of Common Stock (collectively, "Securities") now owned or hereafter acquired directly by such person or with respect to which such person has or hereafter acquires the power of which disposition, otherwise than (i) as a bona fide gift or gifts, provided the undersigned is nowdonee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or may shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to sales or purchases of Common Stock acquired on the open market after the first trading date of the Common Stock distributed in the future becomeOffering or (iv) with the prior written consent of Xxxxxxxxx Xxxxxxxx, Inc. The foregoing restrictions will terminate after the beneficial owner close of trading of the Common Stock on the 135th day of (within and including) the meaning day the Common Stock distributed in the Offering commenced trading on the Nasdaq National Market (the "Lock-Up" Period). The foregoing restriction has been expressly agreed to preclude the holder of Rule 13d-3 under the Securities Exchange Act from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of 1934Securities during the Lock-up Period, even if such Securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than pursuant a broad- based market basket or index) that includes, relates to or derives any significant part of its value from Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's employee stock option plans or in connection with other employee incentive compensation or director compensation arrangements of the Company). In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any against the transfer of shares of Common Stock if such transfer would constitute a violation or breach of this AgreementSecurities held by the undersigned except in compliance with the foregoing restrictions. HOU03A:432629.7 This Agreement shall agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives representatives, and assigns of the undersigned. This Agreement shall lapse and become null and void if In the event the Offering shall has not have occurred on or before March 31, 19972001, this Lock-Up Agreement shall be of no further force or effect. Very truly yours, Dated ------------------------------------- Printed Name of Holder By: Print Name: EXHIBIT ------------------------------------- Signature Printed Name of Person Signing (and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity) Exhibit B [Weil, Gotshal & Manges LLP letterhead] _______________, 1997 Credit Suisse First Boston Corporation PaineWebber Incorporated, Prudential Securities Incorporated and Morgan Keegan & Company, Inc. As Representatives of the several Xxxxxxxxxxxx c/oCredit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010-3629 Gentlemen: We have acted as counsel Matters to Domain Energy Corporation, a Delaware corporation (the "Company"), in connection with (i) the execution and delivery of, and the consummation of the transactions contemplated by, the Underwriting Agreement (the "Agreement"), dated ____________, 1997, among Credit Suisse First Boston Corporation, PaineWebber Incorporated, Prudential Securities Incorporated and Morgan Keegan & Company, Inc., as representatives of the several underxxxxxxx xxxxx in Schedule I thereto (the "Underwriters"), and the Company and certain of the Company's subsidiaries and (ii) the sale by the Company to the Underwriters of 6,000,000 shares (the "Shares") of common stock, par value $.01 per share (the "Common Stock"), of the Company. This opinion is delivered to you pursuant to Section 5(f) of the Agreement. Capitalized terms defined be Covered in the Agreement and used but not otherwise defined herein are used herein as so defined. In so acting, we have examined originals or copies, certified or otherwise identified to our satisfaction, Opinion of (i) the Agreement, (ii) the Registration Statement on Form S-1 (Registration No. 333-24641) of the Company filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), on April 4, 1997, (iii) Amendment No. 1 to the Registration Statement filed with the Commission on May 22, 1997, (iv) Amendment No. 2 to the Registration Statement filed with the Commission on ___________________, 1997 (the Registration Statement, as so amended and including information deemed to be a part of the Registration Statement at the time it became effective pursuant to Rule 430A under the Act, is hereinafter referred to as the ("Registration Statement"), (v) the prospectus dated _____________________, 1997 of the Company in the form filed with the Commission pursuant to Rule 424(b) under the Act (the "Prospectus"), and (vi) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and we have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company and upon the representations and warranties of the Company contained in the Agreement. As used herein "to our knowledge" and "of which we are aware" means the conscious awareness of facts or other information by any lawyer in our firm actively involved in the transactions contemplated by the Agreement. Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that:Counsel