EXHIBIT 10.36
REGISTRATION AGREEMENT
This Registration Agreement ("Agreement") dated as of the ____ day of
October 1996 is by and among Offshore Energy Development Corporation, a Delaware
corporation (the "Company"), and Xxxxxx X. Xxxxx, R. Xxxxx Xxxxxxxx, Xxxxxxx X.
Xxxxxxxxxxx as trustee of the Xxxxxxx X. and Xxxxxxx X. Xxxxxxxxxxx 1989
Revocable Management Trust, Xxxxx X. Xxxxxxxxx as trustee of the Xxxxx X. and
Xxxxx X. Xxxxxxxxx 1989 Revocable Management Trust, Xxxxxxx X. Xxxxxxxxxxx as
trustee of the Xxxxxxx X. and Xxxxx X. Xxxxxxxxxxx 1983 Revocable Management
Trust, Xxxxxxx X. Xxxxxxxxxxx as trustee of the Xxxxx X. Xxxxxx 1988 Trust, R.
Xxxxx Xxxxxxxx as trustee f/b/o Xxxx Xxxxxx, R. Xxxxx Xxxxxxxx as trustee f/b/o
X.X. Xxxxxxxx, R. Xxxxx Xxxxxxxx as trustee f/b/o Xxxxxx X. Xxxxxxxx, The
Christian Community Foundation, and Natural Gas Partners, L.P. (collectively,
the "Selling Stockholders").
RECITALS
WHEREAS, the Company is planning a public offering ("Offering") of
shares of its common stock, par value $0.01 per share ("Common Stock"), to be
underwritten by a group of underwriters ("Underwriters") for whom Xxxxxx Xxxxxx
& Company, Inc. and Principal Financial Securities, Inc. are serving as
representatives ("Representatives"); and
WHEREAS, the Selling Stockholders have requested that the Company
include shares of Common Stock held by the Selling Stockholders in the Offering,
either as part of the 3,182,000 shares to be sold initially (the "Firm Shares")
or as part of the 477,300 shares for which the Underwriters will be granted an
option to purchase to cover overallotments (the "Option Shares"); and
WHEREAS, the Selling Stockholders will receive their shares of Common
Stock pursuant to an Agreement and Plan of Reorganization dated as of August 30,
1996 by and among the Company and the other parties named therein (the
"Reorganization Agreement"), which incorporates a Plan of Merger, as amended
(the "Plan of Merger"), by and between the Company and Offshore Energy
Development Corporation, a Texas corporation ("Offshore Texas"); and
WHEREAS, each of the Selling Stockholders either executed the
Reorganization Agreement or caused such Selling Stockholders' shares of common
stock of Offshore Texas to be voted in favor of approval of the Plan of Merger;
and
WHEREAS, the shares of Common Stock to be issued to the Selling
Stockholders pursuant to the Reorganization Agreement will constitute restricted
securities within the meaning of Rule 144 ("Rule 144") promulgated by the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
and the Selling Stockholders' holding periods for purposes of Rule 144 may be
deemed to commence upon receipt of such shares pursuant to the Reorganization
Agreement, in which case the Selling Stockholders will not have access to the
public market for the Common Stock for two years following the consummation of
the transaction contemplated by the Reorganization Agreement; and
WHEREAS, as an inducement for the Selling Stockholders to execute the
Reorganization Agreement or cause their shares of common stock of Offshore Texas
to be voted in favor of approval of the Plan of Merger, as the case may be, the
Company has agreed to enter into this Agreement providing for the inclusion of
the Selling Stockholders' shares of Common Stock in the Offering; and
WHEREAS, the Company recognizes that it may receive certain benefits
from the inclusion of the Selling Stockholders' shares in the Offering,
including a broader public float and a more active trading market for the Common
Stock;
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the Company and the Selling Stockholders agree as
follows:
1. INCLUSION OF SHARES IN OFFERING. The Company agrees that the Selling
Stockholders may include shares of Common Stock held by them in the Offering as
follows:
SELLING STOCKHOLDER SHARES TO BE INCLUDED
Xxxxxx X. Xxxxx 136,500 Firm Shares
R. Xxxxx Xxxxxxxx 45,500 Firm Shares and
22,750 Option Shares
Xxxxx X. Xxxxxxxxx as trustee of the Xxxxx B
and Xxxxx X. Xxxxxxxxx 1989
Revocable Management Trust 68,250 Option Shares
Xxxxxxx X. Xxxxxxxxxxx as trustee of the
Xxxxxxx X. and Xxxxxxx X.
Xxxxxxxxxxx 1989 Revocable
Management Trust 22,750 Option Shares
Xxxxxxx X. Xxxxxxxxxxx as trustee of the
Xxxxxxx X. and Xxxxx X. Xxxxxxxxxxx
1983 Revocable Management Trust 22,750 Option Shares
Xxxxxxx X. Xxxxxxxxxxx as trustee of the
Xxxxx X. Xxxxxx 1988 Trust 6,250 Option Shares
R. Xxxxx Xxxxxxxx as trustee f/b/o
Xxxx Xxxxxx 3,750 Option Shares
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R. Xxxxx Xxxxxxxx as trustee f/b/o
X. X. Xxxxxxxx 3,750 Option Shares
R. Xxxxx Xxxxxxxx as trustee f/b/o
Xxxxxx X. Xxxxxxxx 3,750 Option Shares
The Christian Community Foundation 47,150 Option Shares
Natural Gas Partners, L.P. 201,150 Option Shares
2. TERMINATION OF OFFERING. The Company and each of the Selling
Stockholders agree that in the event the Company or Underwriters terminate the
Offering prior to its completion, none of the Selling Stockholders shall have
any right to sell any of their shares in the Offering and this Agreement shall
terminate.
3. EXPENSES. The Company shall be responsible for and shall bear all
expenses relating to the inclusion of the Selling Stockholders' shares of Common
Stock in the Offering.
4. UNDERWRITING AGREEMENT. Each of the Selling Stockholders agrees to
enter into an Underwriting Agreement ("Underwriting Agreement") with the
Underwriters and the Company containing reasonable and customary
representations, warranties, covenants and indemnities, including, without
limitation, indemnification of the Underwriters by the Selling Stockholders.
5. PROVISION OF INFORMATION; INDEMNIFICATION. In connection with the
registration of the shares of Common Stock to be included in the Offering with
the Securities and Exchange Commission, each Selling Stockholder agrees to
furnish to the Company in writing such information with respect to such Selling
Stockholder as the Company or the Underwriters reasonably request for use in
connection with a Registration Statement on Form S-1, and any amendments
thereto, or any prospectus or preliminary prospectus contained in such
Registration Statement (or amendment or supplement to any such prospectus) and
shall severally, but not jointly, indemnify the Company, its directors and
officers and each person who controls the Company (within the meaning of the
Securities Act of 1933, as amended) and each other Selling Stockholder against
any losses, claims, damages, liabilities and expenses, joint or several
(including reimbursement of legal fees and any amounts paid in settlement,
effected with such Selling Stockholder's consent, which consent shall not be
unreasonably withheld) to which the Company or any such other persons may become
subject arising out of, based upon or otherwise caused by any untrue or alleged
untrue statement of a material fact or any omission or alleged omission of a
material fact necessary to make the statements therein (in the case of a
prospectus or preliminary prospectus, in the light of the circumstances under
which they were made) not misleading, to the extent, but only to the extent,
that such untrue statement or omission is contained in any information with
respect to such Selling Stockholder so furnished in writing by such Selling
Stockholder and made in reliance on and in conformity with such written
information.
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7. MISCELLANEOUS. (a) All questions concerning the validity, operation
and interpretation of this Agreement and the performance of the obligations
imposed upon the parties hereunder shall be governed by the internal laws and
not the laws of conflicts of the State of Texas.
(b) The headings and titles to the paragraphs of this Agreement
are inserted for convenience only and shall not be deemed a part hereto or
affect the construction or interpretation of any provision hereof.
(c) No termination, cancellation, modification, amendment,
deletion, addition or other change in this Agreement or any provision hereof, or
waiver of any right or remedy herein provided, shall be effective for any
purpose unless specifically set forth in a writing signed by the party or
parties to be bound thereby. The waiver of any right or remedy in respect of any
occurrence or event on one occasion shall not be deemed a waiver of such right
or remedy in respect of such occurrence or event on any other occasion.
(d) This Agreement contains the entire agreement of the parties
and supersedes all other agreements, oral or written, heretofore made with
respect to the subject matter hereof and the transactions contemplated hereby.
(e) Any provision hereof prohibited by or unlawful or
unenforceable under any applicable law of any jurisdiction shall be ineffective
as to such jurisdiction, without affecting any other provision of this
Agreement, or shall be deemed to be severed or modified to conform with such
law, and the remaining provisions of this Agreement shall remain in force,
provided that the purpose of this Agreement can be effected. To the full extent,
however, that the provisions of such applicable law may be waived, they are
hereby waived, to the end that this Agreement be deemed to be a valid and
binding agreement enforceable in accordance with its terms.
(f) This Agreement may be executed in multiple counterparts, each
of which shall be deemed to be an original, and all of such counterparts
together shall constitute but one and the same instrument.
(g) Except as otherwise provided herein, this Agreement shall be
binding upon, and shall inure to the benefit of, the parties hereto and their
respective heirs, legal representatives, successors and permitted assigns.
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IN WITNESS WHEREOF, the parties hereto have executed as of the date
first above written.
OFFSHORE ENERGY DEVELOPMENT
CORPORATION
By:
Name:
Title:
Xxxxxx X. Xxxxx
R. Xxxxx Xxxxxxxx
Xxxxxxx X. Xxxxxxxxxxx as trustee of the
Xxxxxxx X. and Xxxxxxx X. Xxxxxxxxxxx
1989 Revocable Management Trust
Xxxxx X. Xxxxxxxxx as trustee of the Xxxxx X.
and Xxxxx X. Xxxxxxxxx 1989
Revocable Management Trust
Xxxxxxx X. Xxxxxxxxxxx as trustee of the
Xxxxxxx X. and Xxxxx X. Xxxxxxxxxxx
1983 Revocable Management Trust
Xxxxxxx X. Xxxxxxxxxxx as trustee of the
Xxxxx X. Xxxxxx 1988 Trust
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R. Xxxxx Xxxxxxxx as trustee
f/b/o Xxxx Xxxxxx
R. Xxxxx Xxxxxxxx as trustee
f/b/o X.X. Xxxxxxxx
R. Xxxxx Xxxxxxxx as trustee
f/b/o Xxxxxx X. Xxxxxxxx
THE CHRISTIAN COMMUNITY FOUNDATION
By:
Name:
Title:
NATURAL GAS PARTNERS, L.P.
By: G.F.W. Energy, L.P., its general partner
By:
Xxxxx X. Xxxxx
Authorized Representative
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