STOCK REGISTRATION AGREEMENT
This Stock Registration Agreement (this "Agreement") dated as of
January 1, 2000, is entered into by and among Lone Star Technologies, Inc., a
Delaware corporation (the "Corporation"), Fintube Limited Partnership, a
Delaware limited partnership (the "Fintube Representative"), Yorktown Energy
Partners, L.P., a Delaware limited partnership (the "Yorktown
Representative"), Xxxxx University Third Century Fund, Inc., a Rhode Island
corporation (the "Xxxxx Representative"), Warburg, Dillon, Reed, L.L.C., a
Delaware limited liability company (the "WDR Representative") and Ticonderoga
Capital, Inc., a Delaware corporation (the "Ticonderoga Representative"), and
the Stockholders (as defined hereafter).
RECITALS
WHEREAS, pursuant to the Asset Purchase Agreement dated November 16,
1999 by and among the Corporation, Fintube Technologies, Inc., an Oklahoma
corporation, and the Fintube Representative (the "Purchase Agreement"), the
Stockholders will receive an aggregate of 760,237 shares of the Corporation's
common stock, par value $1.00 per share (the "Common Stock").
WHEREAS, as set forth in the Purchase Agreement, the Corporation has
agreed to grant to the Stockholders certain registration rights with respect
to their Registrable Securities (defined hereafter).
NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS.
For purposes of this Agreement, the following terms shall have the
respective meanings assigned to them in this Section 1 or in the recitals
above or the sections below.
"Closing Date" shall mean the date on which the consummation of the
transactions contemplated by the Purchase Agreement occurs.
"Commission" shall mean the Securities and Exchange Commission or any
other Federal agency at the time administering the Securities Act.
"Exchange Act" shall mean the Securities Exchange Act of 1934, or any
similar Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Person" shall mean a corporation, an association, a partnership, a
business, an individual, a governmental or political subdivision thereof or a
governmental agency.
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"Registrable Securities" shall mean the shares of Common Stock issued
to the Stockholders pursuant to the Purchase Agreement and any securities
issued or issuable with respect to any Common Stock referred to in the
foregoing caused by way of stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation or
other reorganization or otherwise.
"Securities Act" shall mean the Securities Act of 1933, or any similar
Federal statute, and the rules and regulations of the Commission thereunder,
all as of the same shall be in effect at the time. References to a
particular section of the Securities Act of 1933 shall include a reference to
the comparable section, if any, of any such similar federal statute.
"Stockholders" shall mean the Designated Recipients (as defined in the
Purchase Agreement) who prior to the execution of this Agreement have
provided to the Corporation their executed and completed Accredited Investor
Questionnaires, Unaccredited Investor Letters and/or Accredited Investor
Letters. The names of these Persons are set forth on Exhibit "A" attached
hereto and incorporated herein by reference.
2. REPRESENTATIVES. For the purposes of this Agreement, the
Stockholders listed on Exhibit "B" attached hereto and incorporated herein by
reference authorize the Fintube Representative to act on their behalf and to
cooperate with the Corporation to fulfill their obligations set forth herein,
the Stockholders listed on Exhibit "C" attached hereto and incorporated
herein by reference authorize the Yorktown Representative to act on their
behalf and to cooperate with the Corporation to fulfill their obligations set
forth herein, the Stockholders listed on Exhibit "D" attached hereto and
incorporated herein by reference authorize the Xxxxx Representative to act on
their behalf and to cooperate with the Corporation to fulfill their
obligations set forth herein, the Stockholders listed on Exhibit "E" attached
hereto and incorporated herein by reference authorize the WDR Representative
to act on their behalf and to cooperate with the Corporation to fulfill their
obligations set forth herein and the Stockholders listed on Exhibit "F"
attached hereto and incorporated herein by reference authorize the
Ticonderoga Representative to act on their behalf and to cooperate with the
Corporation to fulfill their obligations set forth herein, (collectively, the
Fintube Representative, the Yorktown Representative, the Xxxxx
Representative, the WDR Representative and the Ticonderoga Representative are
referred to as the "Representatives"). A Representative shall not for any
purpose under this Agreement be deemed to be the agent or representative of a
Stockholder not set forth on the above designated Exhibit applicable to such
Representative. Any requests by the Stockholders relating to the
responsibilities and obligations of the Corporation will be made by the
Representatives on behalf of their respective Stockholders. Additionally,
the Corporation is authorized to act directly with the Representatives rather
than the individual Stockholders to fulfill any or all of its obligations
under this Agreement and to facilitate the registration of the Registrable
Securities.
3. REGISTRATION UNDER SECURITIES ACT, ETC.
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a. REGISTRATION RIGHTS. Promptly after the Closing Date, the
Representatives will provide to the Corporation all information, including
the Fintube Representative's financial statements, regarding the
Representatives and the Stockholders that is required by the Securities Act
to be included in the registration statement on Form S-3 (the "Registration
Statement"). Thirty (30) days after the Closing Date or five (5) days after
receiving all information from the Representatives that is required to be
included in the Registration Statement by the Securities Act (whichever
occurs later), the Corporation shall file the Registration Statement pursuant
to Rule 415 under the Securities Act (or any similar rule that may be adopted
by the Commission) covering the sale of all the Registrable Securities in
accordance with this Section 3 and shall cause the registration to become
effective and the Registrable Securities to be freely tradeable within one
hundred twenty (120) days after the Closing Date; provided, however, if the
Commission elects to review the Registration Statement, the Corporation shall
use its best efforts to cause the Registration Statement to become effective
and the Registrable Securities to be freely tradeable as soon as practicable
after receiving the Commission's comments. The Corporation has provided the
Fintube Representative with a draft of the Registration Statement.
b. REGISTRATION PROCEDURES. After the Closing Date the
Corporation will:
i. Prepare and file the Registration Statement with the
Commission in accordance with Section 3.1 of this Agreement.
ii. Prepare and file with the Commission such amendments and
supplements to the Registration Statement and prospectus used in connection
therewith including any preliminary prospectus or amended prospectus as may
be necessary to keep the Registration Statement continuously effective and to
comply with the provisions of the Securities Act with respect to the offer of
the Registrable Securities during the period that will expire on the earlier
of (i) the date that is two hundred forty (240) days after the effective date
of the Registration Statement, or (ii) the date on which the distribution of
all the Registrable Securities covered by the Registration Statement is
completed.
iii. Furnish to the Representatives who will then distribute
to the Stockholders such number of conformed copies of the Registration
Statement and of each such amendment and supplement thereto (in each case
including all exhibits), and such number of copies of the prospectus
(including any preliminary prospectus or supplemental or amended prospectus)
as the Representatives on behalf of the Stockholders may reasonably request
in order to facilitate the sale and distribution of the Registrable
Securities.
iv. Prior to any public offering of Registrable Securities,
register or qualify or cooperate with the Representatives, the underwriters,
if any, and respective counsel in connection with the registration or
qualification of such Registrable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions in the United States as the
Representatives on behalf of the Stockholders or an underwriter reasonably
requests in writing; keep each such registration or qualification effective
during the period the Registration Statement is required to be kept
effective;
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provided, however, the Corporation will not be required in connection
therewith or as a condition thereto to qualify generally to do business or
subject itself to general service of process in any such jurisdiction where
it is not then so subject.
v. Notify the Representatives, at any time when a
prospectus relating to the Registration Statement is required to be delivered
under the Securities Act, upon discovery that, or upon the happening of any
event as a result of which, the prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a material fact
or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances under which they were made, and promptly prepare and furnish to
the Representatives a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such securities, such prospectus shall not
include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances under which they were
made.
vi. Otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and furnish to the
Representatives at least five (5) business days prior to the filing thereof a
copy of any amendment or supplement to such registration statement or
prospectus and shall not file any thereof to which the Representatives on
behalf of the Stockholders shall have reasonably objected on the grounds that
such amendment or supplement does not comply in all material respects with
the requirements of the Securities Act.
vii. Provide and cause to be maintained a transfer agent and
registrar for all Registrable Securities covered by the Registration
Statement from and after a date not later than the effective date of the
Registration Statement.
viii. Use its best efforts (i) to list all Registrable
Securities covered by the Registration Statement on any securities exchange
on which any of the Corporation's securities of the same class as the
Registrable Securities are then listed and (ii) for two (2) years after the
Closing Date to avoid taking any action which would cause the Registrable
Securities to cease being eligible for inclusion on any such securities
exchange on which they may become listed other than in connection with the
Corporation's decision to list its securities of the same class as the
Registrable Securities on another securities exchange.
ix. Notify the Representatives (i) as to the filing of the
Registration Statement and of all amendments or supplements thereto filed
prior to the effective date of such Registration Statement, (ii) promptly
after the Corporation shall receive notice thereof, of the time when such
Registration Statement became effective or when any amendment or supplement
to any prospectus forming a part of said Registration Statement has been
filed, and (iii) promptly, of any request by the Commission for the amending
or supplementing of such Registration Statement or prospectus or for
additional information.
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x. Prepare and file with the Commission, promptly upon the
written request of the Representatives, any amendments or supplements to such
Registration Statement or prospectus which may be reasonably necessary or
advisable in connection with the distribution of the Registrable Securities,
including amendments to add as selling stockholders under the Registration
Statement or prospectus those Persons whose names were removed from Schedule
1.1 to the Purchase Agreement pursuant to the provisions of Section 2.3(b) of
the Purchase Agreement if such Persons are unable to lawfully sell to the
public the Registrable Securities they have acquired except as part of a
requested offering.
xi. Advise the Representatives promptly after the
Corporation shall receive notice or obtain knowledge of the issuance of any
stop order by the Commission suspending the effectiveness of any such
Registration Statement or amendment thereto or of the initiation or
threatening of any proceeding for that purpose, and promptly use its
reasonable efforts to prevent the issuance of any stop order or obtain its
withdrawal promptly if such stop order should be issued.
c. LIMITATIONS. The Corporation's obligation to take or continue
any action to effect the Registration Statement pursuant to Section 3.2 of
this Agreement shall be subject to the following:
i. If any of the audited financial statements required to
be included in the Registration Statement for the most recent fiscal year
ended are not available, the Corporation shall have the right to delay the
effectiveness of the Registration Statement for such period of time until the
Corporation receives such required audited financial statements.
ii. If the Corporation is in good faith engaged in
activities relating to a material event or transaction that has not yet been
publicly disclosed, the Corporation shall have the right to delay the filing
of the Registration Statement or, if filed, the effective date of the
Registration Statement or, if effective, the filing of an amendment or
supplement to the Registration Statement until such time as the material
event or transaction is disclosed to the public by the Corporation (but in no
event longer than 45 days). In that event, the periods defined in Section
3.2.2(i) and 3.2.8 shall be extended by the number of days of such delay.
There shall be no more than three (3) such events during the time period set
forth in Section 3.2.2(i) as extended by this Section 3.3.2.
iii. The registration shall not be deemed to have been
effected (i) unless it has become effective and remained effective for the
period specified in Section 3.2.2 or (ii) if, after it has become effective,
such registration is terminated by a stop order, injunction or other order of
the Commission or other governmental agency or court. If such registration
is terminated by a stop order, injunction or other order of the Commission or
other governmental agency or court, the periods defined in Sections 3.2.2(i)
and 3.2.8 shall be extended by the number of days of such delay.
4. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. The Stockholders
will not sell the Registrable Securities in an underwritten offering unless
(a) the Stockholders agree to sell the Registrable Securities on the basis
provided in any underwriting arrangements, and (b) the Representatives
deliver to the Corporation completed and executed questionnaires, powers of
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attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements from each of the
Stockholders.
5. EXPENSES. The Corporation will bear all registration fees, the
New York Stock Exchange filing fees, all fees and expenses of complying with
securities or blue sky laws (including fees and disbursements of counsel for
the Corporation in connection with blue sky qualifications and filings), all
word processing, duplicating and printing expenses, all messenger and
delivery expenses, the fees and disbursements of counsel for the Corporation
and of its independent public accountants and all other fees and expenses in
connection with the registration and sale of the Registrable Securities
pursuant to this Agreement, except for transfer taxes payable on the sale of
the Registrable Securities, the fees and expenses of counsel to the
Representatives and Stockholders, and the Representatives' and Stockholders'
accountants and fees and commissions of brokers, dealers and underwriters.
6. RECALL OF PROSPECTUSES, ETC. With respect to the Registration
Statement or any amendment thereto filed with the Commission pursuant to this
Agreement, if, at any time, the Corporation in good faith notifies the
Representatives that an amendment or supplement to the Registration Statement
or amendment to the prospectus included therein is necessary or appropriate,
the Representatives shall so inform the Stockholders and the Representatives
and the Stockholders will forthwith cease selling and distributing shares
thereunder and will forthwith redeliver to the Corporation all copies of the
Registration Statement and prospectuses then in their possession or under
their control. The Corporation will use its best efforts to cause any such
amendment or supplement to become effective as soon as practicable (except as
provided in Section 3.3.2) and will promptly furnish to the Representatives
who will then distribute to the Stockholders a reasonable number of copies of
such amended or supplemented prospectus (and the period defined in both
Section 3.2.2(i) and 3.2.8 shall be extended by the period from the date on
which the Stockholders ceased selling and distributing shares thereunder to
the date on which such amendment or supplement becomes effective).
7. COOPERATION BY THE REPRESENTATIVES AND THE STOCKHOLDERS.
a. The Representatives and the Stockholders will cooperate with
the Corporation in connection with the registration of Registrable Securities
pursuant to this Agreement, and the Representatives will furnish and the
Stockholders will supply to the Representatives (i) such information as may
be reasonably required by the Corporation or the Commission in connection
therewith and (ii) such representations, undertakings and agreements as may
be required by the Commission in connection therewith.
b. Upon the acquisition of any shares of the Corporation's Common
Stock in addition to the number of shares set forth opposite the signature on
this Agreement of each Stockholder, each Stockholder shall promptly advise
the appropriate Representative of such acquisition, and such Representative
shall so inform the Corporation.
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8. INDEMNIFICATION.
a. In the event of any registration of any securities under the
Securities Act pursuant to this Agreement, the Corporation will indemnify and
hold harmless the Representatives and the Stockholders and each other Person,
if any, who controls a Representative or a Stockholder within the meaning of
the Securities Act (the "Fintube Indemnified Parties"), against any losses,
claims, damages or liabilities, joint or several, to which any such Fintube
Indemnified Party may become subject, under the Securities Act or otherwise
as the same are incurred, insofar as such losses, claims, damages or
liabilities (or action in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained
in such Registration Statement or preliminary prospectus (if used prior to
the effective date of such Registration Statement) or final or summary
prospectus contained therein (if used during the period the Corporation is
required to keep the Registration Statement effective), or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements made therein not misleading, and will
reimburse the Fintube Indemnified Parties for any legal or any other expenses
reasonably incurred by the Fintube Indemnified Parties in connection with
investigating or defending any such action or claim, excluding any amounts
paid in settlement of any litigation, commenced or threatened, if such
settlement is effected without prior written consent of the Corporation such
consent not to be unreasonably withheld or delayed; provided, however, the
Corporation will not be liable to any Fintube Indemnified Party in any such
case to the extent that any such loss, claim, damage, liability or expense
arises out of or is based upon an untrue statement or omission or alleged
untrue statement or omission made in said Registration Statement, said
preliminary prospectus or said final or summary prospectus or any amendment
or supplement thereto, in reliance upon and in conformity with written
information furnished to the Corporation by any Fintube Indemnified Party,
including without limitation the Fintube Representative, specifically for use
in the preparation thereof; and provided further that the indemnity agreement
contained in this Section 8 with respect to any preliminary prospectus shall
not inure to the benefit of the Stockholders or to any Person selling the
same in respect of any loss, claim, damage, liability or action asserted by
someone who purchased shares from such Person if a copy of the final
prospectus (as the same may be amended or supplemented) in connection with
the Registration Statement was not sent or given to such Person with or prior
to written confirmation of the sale and if a copy of the final prospectus (as
the same may be amended or supplemented) was promptly delivered to the
Representatives by the Corporation and if the untrue statement or omission or
alleged untrue statement or omission of a material fact contained in such
preliminary prospectus was corrected in the final prospectus.
b. In the event of any registration of Registrable Securities
under the Securities Act pursuant to this Agreement, the Representatives, on
a several basis in proportion to the relative partnership interests in
Fintube Limited Partnership represented by them (except to the extent
indemnification under this Section 8.2 is recovered directly from any of the
Stockholders represented by such Representative), and the Stockholders, on a
several basis in proportion to their relative partnership interests in
Fintube Limited Partnership, will indemnify and hold harmless the
Corporation, each of its directors and officers, and each other Person, if
any, who controls the
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Corporation within the meaning of the Securities Act (the "Lone Star
Indemnified Parties"), against any losses, claims, damages or liabilities,
joint or several, to which any such Lone Star Indemnified Party may become
subject, under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or action in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any
material fact contained in such Registration Statement or preliminary
prospectus or final or summary prospectus contained therein, or any amendment
or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements made therein not misleading, and
will reimburse such Lone Star Indemnified Parties for any legal or any other
expenses as reasonably incurred by them in connection with investigating or
defending any such action or claim, excluding any amounts paid in settlement
of any litigation, commenced or threatened, if such settlement is effected
without prior written consent of the Representatives, the Stockholders or the
Representatives on behalf of the Stockholders, such consent not to be
unreasonably withheld or delayed; but in all cases only if, and to the
extent, that any such loss, claim, damage, liability or expense arises out of
or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission therein made in reliance upon and in conformity with
written information furnished to the Corporation by (i) such Stockholder or
its affiliates or by its Representative on the Stockholder's behalf, (ii)
such Representative or its affiliates, or (iii) the Fintube Representative,
other than as related to information furnished by the Fintube Representative
specifically and solely on behalf of its various represented Stockholders in
their capacities as such, in any case specifically for use in the preparation
of such Registration statement or prospectus. The amount of liability of a
Stockholder resulting from this Section 8.2 shall not exceed the total
proceeds to such Stockholder from the sale of the Registrable Securities
pursuant to the Registration Statement. The amount of liability of a
Representative resulting from this Section 8.2 shall not exceed the total
proceeds to such Representative and/or the Stockholders represented by it
from the sale of the Registrable Securities pursuant to the Registration
Statement less the amount of indemnification under this Section 8.2 recovered
directly from any of such represented Stockholders. For the purposes of this
Section 8, all information relating to the various Stockholders or
Representatives included in the Registration Statement or preliminary
prospectus or final or summary prospectus contained therein is deemed to have
been provided by such Stockholder or its Representative only, except that all
information furnished by the Fintube Representative relating to Fintube
Limited Partnership and its affiliates, other than information furnished by
the Fintube Representative specifically and solely on behalf of its various
represented Stockholders in their capacities as such, included in the
Registration Statement or preliminary prospectus or final prospectus
contained therein is deemed to have been provided by each and every
Stockholder and Representative.
c. Promptly after receipt by a party entitled to indemnification
under subsection 8.1 or 8.2 hereof of notice of the commencement of any
action, such Fintube Indemnified Party or Lone Star Indemnified Party (in
either case, the "Indemnified Party") will, if a claim in respect thereof is
to be made against the Person obligated to provide indemnification under
either of such subsections (the "Indemnifying Party"), notify the
Indemnifying Party in writing of the commencement thereof. In case any such
action is brought against the Indemnified Party and it shall so notify the
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Indemnifying Party of the commencement thereof, the Indemnifying Party shall
be entitled to participate in, and, to the extent that it so chooses, to
assume the defense thereof with counsel reasonably satisfactory to such
Indemnified Party, and, after notice from the Indemnifying Party that it so
chooses, such Indemnifying Party shall not be liable for any legal or other
expenses subsequently incurred by such Indemnified Party in connection with
the defense thereof, provided, however, that if the Indemnifying Party fails
to take reasonable steps necessary to defend such claim within twenty (20)
days after receiving notice from the Indemnified Party that the Indemnified
Party believes the Indemnifying Party has failed to take such steps, the
Indemnified Party may assume its own defense and the Indemnifying Party shall
be liable for any expenses therefor. If, in the reasonable judgment of the
Indemnified Party, a conflict of interest does or may exist in respect of
such claim, the Indemnified Party or Parties shall have the right to select
separate counsel to participate in the defense of such action on behalf of
such Indemnified Party or Parties, in which case the Indemnifying Party shall
bear costs of such defense; provided, however, that the Indemnifying Party
shall not be obligated to pay such fees and expenses for more than one firm
to separately represent all the Indemnified Parties in all jurisdictions. If
more than one firm is selected as separate counsel, the Indemnifying Party
shall pay the Representatives an amount equal to the average of the fees and
expenses of all the firms so solicited. The Indemnity agreements in this
Section 8.3 shall be in addition to any liabilities which the Indemnifying
Parties may have pursuant to law.
d. If the indemnification provided for in this Section 8 from the
Indemnifying Party is unavailable to an Indemnified Party hereunder in
respect of any losses, claims, damages, liabilities or expenses referred to
herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such losses, claims, damages, liabilities or expenses
taking into account the relative benefit of the registration of the
Registrable Securities to the Indemnifying Party and the Indemnified Party
and the relative fault of the Indemnifying Party and Indemnified Party in
connection with the actions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable
considerations. The relative fault of such Indemnifying Party and
Indemnified Party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact, has been made by, or relates to information supplied by, such
Indemnifying Party or Indemnified Party, and the Parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action. For the purposes of this Section 8, all information relating to the
various Representatives included in the Registration Statement or preliminary
prospectus or final or summary prospectus contained therein is deemed to have
been provided by the such Representatives, except that all information
furnished by the Fintube Representative relating to Fintube Limited
Partnership and its affiliates, other than information furnished by the
Fintube Representative specifically and solely on behalf of its various
represented Stockholders in their capacities as such, included in the
Registration Statement or preliminary prospectus or final prospectus
contained therein is deemed to have been provided by each and every
Stockholder and Representative. The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include, subject to the limitations set
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forth in this Section 8, any legal or other fees or expenses reasonably
incurred by such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 8 were determined by pro rata
allocation or by any other method of allocation which does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.
The indemnification required by this Section 8 shall be made by prompt
payments of the amounts thereof during the course of the investigation or
defense, as and when bills are received or expense, loss, damage or liability
is incurred.
9. SALES UNDER RULE 144. With a view to making available to the
Stockholders the benefits of Rule 144 promulgated under the Securities Act
and any other similar rule or regulation of the Commission that may at any
time permit the Stockholders to sell the Registrable Securities without
registration:
(1) The Corporation agrees to (i) file with the Commission in a
timely manner all reports required of the Corporation under the Exchange
Act for so long as the Registrable Securities shall be outstanding, and
(ii) after any sale of Registrable Securities pursuant to Rule 144, to
the extent allowed by law and upon the Corporation's receipt of a written
opinion of counsel reasonably satisfactory to it, cause any restrictive
legends to be removed and any transfer restrictions to be rescinded with
respect to such Registrable Securities;
(2) The Corporation represents and warrants to the
Representatives and the Stockholders that is has filed registration
statements pursuant to the requirements of Section 12 of the Exchange Act
and/or pursuant to the requirements of the Securities Act, and has filed
the reports required to be filed by it under the Securities Act and the
Exchange Act and the Rules and Regulations adopted by the Commission
thereunder; and
(3) The Corporation represents and warrants to the
Representatives and the Stockholders that it currently meets the
applicable eligibility requirements for use of registration statement on
Form S-3 under the Securities Act.
10. REMOVAL OF LEGEND. The Corporation agrees to remove any
legends on certificates representing Registrable Securities describing
transfer restrictions applicable to such securities upon the sale of such
securities pursuant to an effective Registration Statement under the
Securities Act.
11. NOTICES. Any notice to be given by any party hereunder to any
other shall be in writing, mailed by certified or registered mail, postage
prepaid and return receipt requested, and shall be addressed to the other
party at the addresses listed on the signature pages hereof. All such
notices
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shall be deemed to be given three (3) days after the date of mailing thereof.
Notice to a Stockholder shall be valid if given to such Stockholder's
respective Representative in accordance with the terms and provisions set
forth in this Section 11.
12. MODIFICATION. Notwithstanding anything to the contrary in this
Agreement or otherwise, no modification, amendment or waiver of any of the
provisions of this Agreement shall be effective unless in writing and signed
by the Corporation and the Stockholders.
13. PARTIAL INVALIDITY. If any clause, sentence, paragraph,
section or part of this Agreement shall be deemed invalid, unenforceable or
against public policy, the part which is invalid, unenforceable or contrary
to public policy shall not affect, impair, invalidate or nullify the
remainder of this Agreement, but the invalidity, unenforceability or
contrariness to public policy shall be confined only to the clause, sentence,
paragraph, section or part of this Agreement so invalidated, unenforceable or
against public policy.
14. CONSTRUCTION. The language in all parts of this Agreement
shall in all cases be construed simply, according to its fair meaning, and
shall not be construed strictly for or against either of the parties hereto.
15. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED
ACCORDING TO THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS CONFLICTS
OF LAW PRINCIPLES.
16. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute but one and the same instrument.
17. SUCCESSORS AND ASSIGNS. This Agreement is not assignable by
the Stockholders. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the Corporation and the Representatives and
their respective successors and assigns and by the Stockholders and their
respective heirs, legal representatives and assignees by operation of law.
18. ATTORNEYS' FEES. In any action or proceeding brought to
enforce any provision of this Agreement, or where any provision hereof is
validly asserted as a defense, the successful party shall be entitled to
recover and the court shall award, reasonable attorneys' fees in addition to
its costs and expenses and any other available remedy.
19. REMEDY. In the event of a breach by the Corporation of its
obligations under this Agreement, the Stockholders and the Representatives,
in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of
their rights under this Agreement. The Corporation agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of
a breach by it of any of the provisions of
-11-
this Agreement and hereby agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.
20. NO INCONSISTENT AGREEMENTS. The Corporation shall not, on or
after the date of this Agreement, enter into any agreement with respect to
the Common Stock which would prohibit the Corporation from performing the
obligations set forth in this Agreement. The Corporation has not previously
entered into or become a party to, nor is it bound by any agreement with
respect to, the Common Stock granting any registration rights to any person
which is inconsistent with the rights granted hereunder.
21. TIME IS OF THE ESSENCE. Time is of the essence in the
performance of the parties' obligations under this Agreement.
-12-
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
"CORPORATION"
LONE STAR TECHNOLOGIES, INC.
By: /s/ RHYS J. BEST
---------------------------------
Name: Rhys J. Best
Title: Chairman of the Board,
Chief Executive Officer and President
Address for Notice:
Lone Star Technologies, Inc.
00000 X. Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Fax: (000) 000-0000
-13-
"FINTUBE REPRESENTATIVE"
FINTUBE LIMITED PARTNERSHIP
By: Division Fintube Corporation,
Its General Partner
By: /s/ XXXXX X. XXXX
---------------------------------
Name: Xxxxx X. Xxxx
Title: Chairman of the Board
Address for Notice:
Fintube Limited Partnership
0000 X. 00xx
Xxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
-14-
"YORKTOWN REPRESENTATIVE"
YORKTOWN PARTNERS L.L.C.
By: /s/ XXXXX X. XXXXXX
---------------------------------
Its Managing Member
By: /s/ XXXXX X. XXXXXX
---------------------------------
Name: Xxxxx X. Xxxxxx
-------------------------------
Title: /s/ Member
------------------------------
Address for Notice:
Yorktown Partners L.L.C.
c/o Xxxxx X. Xxxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax:
-15-
"XXXXX REPRESENTATIVE"
XXXXX UNIVERSITY THIRD CENTURY FUND
By: /s/ XXXXXXXX X. XXXXX
---------------------------------
Its Treasurer
------------------------------
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Address for Notice:
Xxxxx University Third Century Fund
000 Xxxxxx Xxxxxx, Xxx X
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
Fax:
-00-
"XXX XXXXXXXXXXXXXX"
XXXXXXX, DILLON, READ, L.L.C.
By: /s/ XXXXX XXXXXXX
---------------------------------
Its Associate Director
By: /s/ XXXXX XXXXXXX
---------------------------------
Name: Xxxxx Xxxxxxx
-------------------------------
Title: Associate Director
------------------------------
Address for Notice:
Warburg, Dillon, Reed, L.L.C.
c/o Xxx XxXxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax:
-17-
"TICONDEROGA REPRESENTATIVE"
TICONDEROGA PARTNERS.
By: /s/ TICONDEROGA CAPITAL, INC.
---------------------------------
Its Investment Mgr
---------------------------------
By:/s/ XXXXXX XXXXXX
---------------------------------
Name: Xxxxxx Xxxxxx
-------------------------------
Title: Vice President Finance
------------------------------
Address for Notice:
Ticonderoga Partners
00 Xxxxxxxx Xxxxxx, Xxxxx X00
Xxxxxxxxx, XX 00000
Fax:
-18-
"STOCKHOLDERS"
/s/ XXXXX X. XXXX
---------------------------------------
Xxxxx X. Xxxx
0000 Xxxx 00xx Xxxxxx
Xxxxx, Xx 00000
Xxxxxx Xxxx Jerd "S" Trust
By: /s/ XXXXXX XXXX JERD
-----------------------------------
Name: Xxxxxx Xxxx Jerd
Title:
-----------------------------
00 Xxxxxxx Xxxxx
Xx. Xxxxxx, XX 00000
Xxxxxx X. Xxxx "S" Trust
By: /s/ XXXXXX XXXX
-----------------------------------
Name: Xxxxxx Xxxx
-----------------------------
Title:
-----------------------------
00 X. Xxxxxxxxxxxx, Xxx. 00X
Xx. Xxxxx, XX 00000
Sloane Xxxxx Xxxx "S" Trust
By: /s/ XXXXXXX X. XXXX
-----------------------------------
Name: Xxxxxxx X. Xxxx
-----------------------------
Title: Trustee
-----------------------------
0000 Xxxx 00xx Xxxxxx
Xxxxx, Xxxxxxxx 00000
/s/ XXXXXXX X. XXXXXX
--------------------------------------
Xxxxxxx X. Xxxxxx
0000 Xxxx 00xx Xxxxxx
Xxxxx, Xxxxxxxx 00000
-19-
/s/ XXXXXX X. XXXXXX
------------------------------------------
Xxxxxx X. Xxxxxx
0000 Xxxxxxxx Xxx.
Xxxxxx, XX 00000
/s/ XXXX XXXXXX XXXXXX
------------------------------------------
Xxxx Xxxxxx Xxxxxx
0000 X. Xxxxxxx
Xxxxxx, XX 00000
/s/ XXXXXXX XXXXXXX XXXXXX
------------------------------------------
Xxxxxxx Xxxxxxx Xxxxxx
0000 X. 00xx Xxxxxx
Xxxxx, Xxxxxxxx 00000
/s/ XXXXX X. XXXXXXX
------------------------------------------
Xxxxx X. Xxxxxxx
0000 Xxxx 00xx
Xxxxx, Xxxxxxxx 00000
/s/ XXXXX X. XXXXXXX
------------------------------------------
Xxxxx Xxxxxxx
0000 Xxxx 00xx
Xxxxx, Xxxxxxxx 00000
/s/ XXXX XXXXXXX
------------------------------------------
Xxxx Xxxxxxx
0000 Xxxx 00xx
Xxxxx, Xxxxxxxx 00000
/s/ XXXX XXXXXXX,
------------------------------------------
CUSTODIAN FOR XXXXXX XXXXXXX
Xxxx Xxxxxxx, Custodian for Xxxxxx Xxxxxxx
0000 X. 00xx
Xxxxx, Xxxxxxxx 00000
-20-
/s/ XXXXX X. BUMP
------------------------------------------
Xxxxx X. Bump
0000 X. Xxxx Xxxxx
Xxxxx, Xxxxxxxx 00000
/s/ XXXX X. BUMP
------------------------------------------
Xxxx X. Bump
X.X. Xxx 00000
Xxxxxx, XX 00000
/s/ XXXXXX X. XXXXXXX
------------------------------------------
Xxxxxx X. Xxxxxxx
0000 X. Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
/s/ XXXXX X. XXXXXXX
------------------------------------------
Xxxxx X. Xxxxxxx
0000 X. Xxxxxxxxx
Xxxxxxx, XX 00000
/s/ XXXXX XXXX
------------------------------------------
Xxxxx Xxxx
0000 X. 00xx
Xxxxx, Xxxxxxxx 00000
/s/ XXXXX XXXXXX
------------------------------------------
Xxxxx Xxxxxx
0000 Xxx Xxxxxxx
Xxxxx, Xxxxxxxx 00000
/s/ XXXXX XXXXXXX
------------------------------------------
Xxxxx Xxxxxxx
0000 X. 00xx
Xxxxx, Xxxxxxxx 00000
-21-
/s/ XXXXX XXXXXXXX
------------------------------------------
Xxxxx Xxxxxxxx
Xxxxx 0, Xxx 000
Xxxxx, Xxxxxxxx 00000
/s/ XXXXXXX XXXXXXXX
------------------------------------------
Xxxxxxx Xxxxxxxx
0000 X. Xxxxxxxx Xx.
Xxxxx, Xxxxxxxx 00000
/s/ XXXX XXXXXX
------------------------------------------
Xxxx Xxxxxx
0000 X. 00xx Xxxx Xxxxxx
Xxxxx, XX 00000
/s/ XXXXXX XXXXXX
------------------------------------------
Xxxxxx Xxxxxx
0000 X. 00xx Xxxxx
Xxxxx, Xxxxxxxx 00000
/s/ XXXXXX X. XXXXXXX
------------------------------------------
Xxxxxx X. Xxxxxxx
000 X. 00xx Xxxxxx
Xxxxx, Xxxxxxxx 00000
/s/ XXXXXX X. XXXXXX
------------------------------------------
Xxxxxx X. Xxxxxx
0000 X. 00xx X. Xxx.
Xxxxx, Xxxxxxxx 00000
/s/ XXXXXX X. XXXXXX
------------------------------------------
Xxxxxx X. Xxxxxx
0000 X. Xxxxxxx
Xxxxx, Xxxxxxxx 00000
-22-
/s/ XXX X. XXXX
------------------------------------------
Xxx X. Xxxx
000 X. 00xx Xxxxx
Xxxxx, Xxxxxxxx 00000
/s/ XXXXXX XXXXXXX
------------------------------------------
Xxxxxx Xxxxxxx
0000 Xxxxxx xx X'Xxxxxx
Xx-Xxxxxxx X'Xxxxxx, Xxxxxx
JOT 2B0
Xxxxx University Third Century Fund
By: /s/ XXXXXXXX X. XXXXX
--------------------------------------
Name: Xxxxxxxx X. Xxxxx
-------------------------------
Title: Treasurer
-------------------------------
000 Xxxxxx Xx., Xxx X
Xxxxxxxxxx, XX 00000
Yorktown Energy Partners
By: /s/ XXXXX X. XXXXXX
--------------------------------------
Name: Xxxxx X. Xxxxxx
-------------------------------
Title: Member
-------------------------------
c/o Xxxxx X. Xxxxxx
Yorktown Partners L.L.C.
000 Xxxx Xxx
Xxx Xxxx, Xxx Xxxx 00000-0000
-23-
Lexington Partners III, L.P.
By: /s/ WARBURG DIUION READ LLC
--------------------------------------
ITS GENERAL PARTNER
Name: Xxxxx Xxxxxxx
-------------------------------
Title: Associate Director
-------------------------------
c/o Xxx Xx Xxxxx
Warburg, Xxxxxx Read, L.L.C.
000 Xxxx Xxx.
Xxx Xxxx, Xxx Xxxx 00000
Concord Partners, L.P.
By: /s/ XXXXXX XXXXXX
--------------------------------------
Name: Xxxxxx Xxxxxx
-------------------------------
Title: VP of Ticonderoga Capital
Investment Mgr
-------------------------------
c/o Xxxxxx Xxxxxx
Ticonderoga Partners
00 Xxxxxxx Xx.
Xxxxx X00
Xxxxxxxxx, XX 00000
-24-
Concord Partners Japan Limited
By: /s/ XXXXXX XXXXXX
--------------------------------------
Name: Xxxxxx Xxxxxx
--------------------------------
Title: VP of Ticonderoga Capital
Investment Mgr
--------------------------------
c/o Xxxxxx Xxxxxx
Ticonderoga Partners
00 Xxxxxxx Xx.
Xxxxx X00
Xxxxxxxxx, XX 00000
/s/ XXXXXX X. XXXXX
------------------------------------------
Xxxxxx X. Xxxxx
/s/ H. XXXXXXX XXXXXXX
------------------------------------------
H. Xxxxxxx Xxxxxxx
Xxxxx 0, Xxx 000
Xxxx, XX 00000
/s/ XXXXXXX X. XXXXXXX
------------------------------------------
Xxxxxxx X. Xxxxxxx
Xxxxxxxx Xxxx
X.X. Xxx 000
Xxxxxxxx, XX 00000
/s/ XXXX X. XXXXXXXXX
------------------------------------------
Xxxx X. Xxxxxxxxx
000 Xxxxx Xxxxxx, Xxx. 00X
Xxx Xxxx, Xxx Xxxx 00000
/s/ XXXXXXX X. XXXXXXXX
------------------------------------------
Xxxxxxx X. Xxxxxxxx
0000 Xxxx Xxxxxx, Xxx. 0X
Xxx Xxxx, Xxx Xxxx 00000
-25-
/s/ XXXX X. XXXX
------------------------------------------
Xxxx X. Xxxx
000 Xxxx Xxx Xxxxxx
Xxx. 0X
Xxx Xxxx, Xxx Xxxx 00000
/s/ XXXXXXX X. XXXXXX
------------------------------------------
Xxxxxxx X. Xxxxxx
000 Xxxxxxxx Xx.
Xxxxxxxxxx, XX 00000
/s/ XXXXXXX X. XXXXX
------------------------------------------
Xxxxxxx X. Xxxxx
X.X. Xxx 000
Xxxxxxxx Xxxxxxxxxx
Xxxxxxx Xxxx Indies
/s/ XXXXX X. XXXX
------------------------------------------
Xxxxx X. Xxxx
0000 Xxxx Xxxxxx Xxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
/s/ FRANCOIS DE SAINTS PHALLE
------------------------------------------
Francois de Saints Phalle
0000 0xx Xxxxxx, Xxx. 0X
Xxx Xxxx, XX 00000
/s/ XXXXXXX X. XXXXXX
------------------------------------------
Xxxxxxx X. Xxxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
/s/ XXXXX X. XXXXXXXX
------------------------------------------
Xxxxx X. Xxxxxxxx
Xxxxxxxx Xxxx Xxxx
Xxxxxxxx, XX 00000
-26-
/s/ XXXXXX XXXXXXXXX
------------------------------------------
Xxxxxx Xxxxxxxxx
c/o United Airlines
X.X. Xxx 00000
Xxxxxxx, XX 00000
/s/ XXXX X. X. XXXXXXX, XX.
------------------------------------------
Xxxx X. X. Xxxxxxx, XX.
000 Xxxx Xxx Xxxxxx
Xxx. 0X
Xxx Xxxx, XX 00000
/s/ XXXXXXXX X. XXXXX
------------------------------------------
Xxxxxxxx X. Xxxxx, XX
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
/s/ XXXXX A.T. XXXXX
------------------------------------------
Xxxxx A. T. Xxxxx
000 Xxxxxx Xxxx
Xxxxxxxxx, XX 00000-0000
/s/ XXXX XXXX
------------------------------------------
Xxxx Xxxx
00 Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
/s/ W. XXXXXX XXXXXX, XX.
------------------------------------------
W. Xxxxxx Xxxxxx, Xx.
0000 Xxxxx Xxx., Xxx. 0x
Xxx Xxxx, XX 00000
/s/ XXXXX X. XXXXXXXX
------------------------------------------
Xxxxx X. Xxxxxxxx
000 X. 00xx Xx., Xxx. 0X
Xxx Xxxx, XX 00000
-27-
/s/ XXXX X. XXXXXX, III
------------------------------------------
Xxxx X. Xxxxxx, III
x/x Xxxxxxxx Xxxxx
XXXXXXXX XXXX XXXX
Xxxxxxxxx, XX 00000
/s/ XXXX X. XXXXXXXX
------------------------------------------
Xxxx X. Xxxxxxxx
0 Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
/s/ XXXXX X. XXXXXXX
------------------------------------------
Xxxxx X. Xxxxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
/s/ XXXXXX X. XXXXXXXXXX
------------------------------------------
Xxxxxx X. Xxxxxxxxxx
000 Xxxxxxxx Xxxx
Xxxx Xxxx, XX 00000
/s/ XXXXXX X. XXXXX, III
------------------------------------------
Xxxxxx X. Xxxxx, III
Xxxxxxx Xxxx
Xxx Xxxxxx, XX 00000
/s/ XXXX X. XXXXXXX
------------------------------------------
Xxxx X. Xxxxxxx
000 Xxxx Xxx Xxx. Xxx. 0X
Xxx Xxxx, XX 00000
/s/ XXXXXX X. XXXXXXX
------------------------------------------
Xxxxxx X. Xxxxxxx
000 Xxxxxxx Xxxx
Xxxxxxxx, XX 00000
-28-
/s/ XXXXXXX X. XXXXXX
------------------------------------------
Xxxxxxx X. Xxxxxx
000 Xxxx Xxxxxx, Xxx. #00X
Xxx Xxxx, XX 00000-0000
/s/ XXXXXXXX W. STAR
------------------------------------------
Xxxxxxxx W. Star
00 Xxxxxxxx xxxx
Xxxxxxxxx, XX 00000
/s/ F. XXXXX XXXXX, JR.
------------------------------------------
F. Xxxxx Xxxxx, Jr.
0000 Xxxxx Xxxxxx, Xxx. 00X
Xxx Xxxx, XX 00000
/s/ XXXXXXX X. XXXXXXX
------------------------------------------
Xxxxxxx X. Xxxxxxx
0000 Xxxxx Xxx.
Xxx Xxxx, XX 00000
/s/ XXXXXX X. XXXXXXX
------------------------------------------
Xxxxxx X. Xxxxxxx
000 Xxxx 000xx Xxxxxx
Xxx Xxxx, XX 00000
/s/ XXXXXX X. XXXXXXX
------------------------------------------
Xxxxxx X. Xxxxxxx
000 Xxxxxx Xxxxxx
Xxxx, XX 00000-0000
/s/ XXXXXXX X. XXXXXX
------------------------------------------
Xxxxxxx X. Xxxxxx
00 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
-29-
/s/ XXXXXX X. XXXXX
------------------------------------------
Xxxxxx X. Xxxxx
00 Xxxxxx Xxxx Xxxx
Xxx Xxxxxx, XX 00000
/s/ X. X. XXXXX XXXXX
------------------------------------------
X.X. Xxxxx Xxxxx
c/o Warburg, Xxxxxx Read, L.L.C.
000 Xxxx Xxx.
Xxx Xxxx, Xxx Xxxx 00000
Warburg, Xxxxxx Read, L.L.C.
By: /s/ XXXXX XXXXXXX,
---------------------------------------
Associate Director
---------------------------------------
Xxx Xx Xxxxx
000 Xxxx Xxx.
Xxx Xxxx, Xxx Xxxx 00000
-30-
