REGISTRATION RIGHTS AGREEMENT
Exhibit 4.4
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
December 13, 2006, by and among Xxxxxxxx Partners L.P., a Delaware limited partnership (the
“Partnership”), and the Purchasers listed on the signature pages to this Agreement (each, a
“Purchaser” and collectively, the “Purchasers”).
WHEREAS, this Agreement is made in connection with the Closing of the issuance and sale of the
Purchased Units pursuant to the Common Unit and Class B Unit Purchase Agreement, dated as of
December 1, 2006, by and among the Partnership and the Purchasers (the “Purchase
Agreement”);
WHEREAS, the Partnership has agreed to provide the registration and other rights set forth in
this Agreement for the benefit of the Purchasers pursuant to the Purchase Agreement; and
WHEREAS, it is a condition to the obligations of each Purchaser and the Partnership under the
Purchase Agreement that this Agreement be executed and delivered.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by
each party hereto, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
DEFINITIONS
Section 1.01 Definitions. Capitalized terms used herein without definition shall have
the meanings given to them in the Purchase Agreement. The terms set forth below are used herein as
so defined:
“Affiliate” means, with respect to a specified Person, any other Person, whether now
in existence or hereafter created, directly or indirectly controlling, controlled by or under
direct or indirect common control with such specified Person. For purposes of this definition,
“control” (including, with correlative meanings, “controlling,” “controlled by,” and “under common
control with”) means the power to direct or cause the direction of the management and policies of
such Person, directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise.
“Agreement” has the meaning specified therefor in the introductory paragraph.
“Effectiveness Period” has the meaning specified therefor in Section 2.01(a)
of this Agreement.
“General Partner” means Xxxxxxxx Partners GP LLC, a Delaware limited liability company
and the general partner of the Partnership.
“Holder” means the record holder of any Registrable Securities.
“Included Registrable Securities” has the meaning specified therefor in Section
2.02(a) of this Agreement.
“Liquidated Damages” has the meaning specified therefor in Section 2.01(b) of
this Agreement.
“Liquidated Damages Multiplier” means (i) the product of $36.59 times the number of
Common Units purchased by such Purchaser plus (ii) the product of $35.81 times the number of Class
B Units purchased by such Purchaser.
“Losses” has the meaning specified therefor in Section 2.08(a) of this
Agreement.
“Managing Underwriter” means, with respect to any Underwritten Offering, the
book-running lead manager of such Underwritten Offering.
“NYSE” means The New York Stock Exchange, Inc.
“Opt Out Notice” has the meaning specified therefor in Section 2.02(a) of this
Agreement.
“Purchase Agreement” has the meaning specified therefor in the Recitals of this
Agreement.
“Purchaser” and “Purchasers” have the meanings specified therefor in the
introductory paragraph of this Agreement.
“Registrable Securities” means: (i) the Purchased Common Units and (ii) the Common
Units issuable upon conversion of the Purchased Class B Units, (iii) any Common Units issued as
Liquidated Damages pursuant to Section 2.01 of this Agreement, if any, and (iv) any Common
Units issuable upon conversion of Class B Units issued as Liquidated Damages pursuant to
Section 2.01, if any, all of which Registrable Securities are subject to the rights
provided herein until such rights terminate pursuant to the provisions hereof.
“Registration Expenses” has the meaning specified therefor in Section 2.07(b)
of this Agreement.
“Selling Expenses” has the meaning specified therefor in Section 2.07(b) of
this Agreement.
“Selling Holder” means a Holder who is selling Registrable Securities pursuant to a
registration statement.
“Shelf Registration Statement” means a registration statement on Form S-3 under the
Securities Act to permit the resale of the Registrable Securities from time to time, including as
permitted by Rule 415 under the Securities Act (or any similar provision then in force under the
Securities Act).
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“Underwritten Offering” means an offering (including an offering pursuant to a Shelf
Registration Statement) in which Common Units are sold to an underwriter on a firm commitment basis
for reoffering to the public or an offering that is a “bought deal” with one or more investment
banks.
Section 1.02 Registrable Securities. Any Registrable Security will cease to be a
Registrable Security when (a) a registration statement covering such Registrable Security has been
declared effective by the Commission and such Registrable Security has been sold or disposed of
pursuant to such effective registration statement; (b) such Registrable Security has been disposed
of pursuant to any section of Rule 144 (or any similar provision then in force under the Securities
Act); (c) such Registrable Security can be disposed of pursuant to Rule 144(k) (or any similar
provision then in force under the Securities Act) by the Holder, (d) such Registrable Security is
held by the Partnership or one of its subsidiaries; or (e) such Registrable Security has been sold
in a private transaction in which the transferor’s rights under this Agreement are not assigned to
the transferee of such securities.
ARTICLE II
REGISTRATION RIGHTS
REGISTRATION RIGHTS
Section 2.01 Shelf Registration.
(a) Deadline To Go Effective. As soon as practicable following the Closing, but in
any event within 30 days of the Closing, the Partnership shall prepare and file a Shelf
Registration Statement under the Securities Act with respect to all of the Registrable Securities.
The Partnership shall use its commercially reasonable efforts to cause the Shelf Registration
Statement to become effective no later than 60 days after the date of the Closing. The Partnership
will use its commercially reasonable efforts to cause the Shelf Registration Statement filed
pursuant to this Section 2.01 to be continuously effective under the Securities Act until
the earliest of (i) when all such Registrable Securities are sold by the Purchasers, (ii) two years
from the sale of the Registrable Securities to the Purchaser and (iii) when all of the Registrable
Securities become eligible for resale under Rule 144(k) (or any successor provision then in force
under the Securities Act) by the Holder (the “Effectiveness Period”). The Shelf
Registration Statement when declared effective (including the documents incorporated therein by
reference) will comply as to form in all material respects with all applicable requirements of the
Securities Act and the Exchange Act and will not contain 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.
(b) Failure To Go Effective. If the Shelf Registration Statement required by
Section 2.01 is not declared effective within 90 days after Closing, then each Purchaser
shall be entitled to a payment (with respect to the Purchased Units of each such Purchaser), as
liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day
period for the first 60 days following the 90th day, increasing by an additional 0.25% of the
Liquidated Damages Multiplier per 30-day period for each subsequent 60 days, up to a maximum of
1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”);
provided, however, the aggregate amount of Liquidated Damages payable by the Partnership under this
Agreement to each Purchaser shall not exceed 10.0% of the Liquidated Damages Multiplier with
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respect to such Purchaser. The Liquidated Damages payable pursuant to the immediately
preceding sentence shall be payable within ten Business Days after the end of each such 30-day
period. Any Liquidated Damages shall be paid to each Purchaser in immediately available funds;
provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash
because such payment would result in a breach under a credit facility or other debt instrument
filed as exhibits to the SEC Documents, then the Partnership may pay the Liquidated Damages in kind
in the form of the issuance of additional (A) Common Units and/or (B) Class B Units. Class B Units
may only be issued as Liquidated Damages if and to the extent required by the NYSE or similar
regulation. If Class B Units are issued as Liquidated Damages as a result of a requirement by the
NYSE or similar regulation, then Common Units will first be issued to each Purchaser on a pro rata
basis based on the number of Purchased Common Units purchased by such Purchaser until the maximum
aggregate number of Common Units permitted by the NYSE or similar regulation have been issued, and
afterwards, Class B Units shall then be issued to each such Purchaser as payment of the balance of
any such Liquidated Damages owed to such Purchaser. Upon any issuance of Common Units and/or Class
B Units as Liquidated Damages, the Partnership shall promptly prepare and file an amendment to the
Shelf Registration Statement prior to its effectiveness adding such Common Units and/or Common Unit
issuable upon conversion of such Class B Units to such Shelf Registration Statement as additional
Registrable Securities. The determination of the number of Common Units to be issued as Liquidated
Damages shall be equal to the amount of Liquidated Damages divided by the average closing price of
the Partnership’s Common Units on the NYSE for the ten trading days immediately preceding the date
on which the Liquidated Damages payment is due, less a discount of 6.0%. The determination of the
number of Class B Units to be issued as Liquidated Damages shall be equal to the amount of
Liquidated Damages divided by the average closing price of the Partnership’s Common Units on the
NYSE for the ten trading days immediately preceding the date on which the Liquidated Damages
payment is due, less a discount of 8.0%. The payment of the Liquidated Damages to a Purchaser
shall cease at such time as the Purchased Units of such Purchaser become eligible for resale under
Rule 144(k) under the Securities Act. As soon as practicable following the date that the Shelf
Registration Statement becomes effective, but in any event within three Business Days of such date,
the Partnership shall provide the Purchasers with written notice of the effectiveness of the Shelf
Registration Statement.
(c) Waiver of Liquidated Damages. If the Partnership is unable to cause a Shelf
Registration Statement to go effective within the 90 days as a result of an acquisition, merger,
reorganization, disposition or other similar transaction, then the Partnership may request a waiver
of the Liquidated Damages, and each Holder may individually grant or withhold its consent
to such request in its discretion. A Purchaser’s rights (and any transferee’s rights pursuant to
Section 2.10) under this Section 2.01 shall terminate upon the termination of the
Effectiveness Period.
(d) Delay Rights. Notwithstanding anything to the contrary contained herein, the
Partnership may, upon written notice to any Selling Holder whose Registrable Securities are
included in the Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus
which is a part of the Shelf Registration Statement (in which event the Selling Holder shall
discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement) if
(i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other
similar transaction and the Partnership determines in good faith that the Partnership’s ability to
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pursue or consummate such a transaction would be materially adversely affected by any required
disclosure of such transaction in the Shelf Registration Statement or (ii) the Partnership has
experienced some other material non-public event the disclosure of which at such time, in the good
faith judgment of the Partnership, would materially adversely affect the Partnership; provided,
however, in no event shall the Purchasers be suspended for a period that exceeds an aggregate of 30
days in any 90-day period or 105 days in any 365-day period, in each case, exclusive of days
covered by any lock-up agreement executed by a Purchaser in connection with any Underwritten
Offering, the Purchasers will be entitled to receive Liquidated Damages from the Partnership as
provided in Section 2.01(e) of this Agreement. Upon disclosure of such information or the
termination of the condition described above, the Partnership shall provide prompt notice to the
Selling Holders whose Registrable Securities are included in the Shelf Registration Statement, and
shall promptly terminate any suspension of sales it has put into effect and shall take such other
actions to permit registered sales of Registrable Securities as contemplated in this Agreement.
(e) Additional Rights to Liquidated Damages. If (i) the Holders shall be prohibited
from selling their Registrable Securities under the Shelf Registration Statement as a result of a
suspension pursuant to Section 2.01(d) of this Agreement in excess of the periods permitted
therein or (ii) the Shelf Registration Statement is filed and declared effective but, during the
Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended
purpose without being succeeded within 60 Business Days by a post-effective amendment to the Shelf
Registration Statement, a supplement to the prospectus or a report filed with the Commission
pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is
lifted or a post-effective amendment, supplement or report is filed with the Commission, but not
including any day on which a suspension is lifted or such amendment, supplement or report is filed
and declared effective, if applicable, the Partnership shall owe the Holders an amount equal to the
Liquidated Damages, following (x) the date on which the suspension period exceeded the permitted
period or (y) the sixty-first Business Day after the Shelf Registration Statement ceased to be
effective or failed to be useable for its intended purposes, as liquidated damages and not as a
penalty. For purposes of this Section 2.01(e), a suspension shall be deemed lifted on the
date that notice that the suspension has been lifted is delivered to the Holders pursuant to
Section 3.01 of this Agreement.
Section 2.02 Piggyback Rights.
(a) Participation. If at any time the Partnership proposes to file (i) a prospectus
supplement to an effective shelf registration statement, including the Shelf Registration Statement
contemplated by Section 2.01, or (ii) a registration statement, other than a shelf
registration statement, in either case, for the sale of Common Units in an Underwritten Offering
for its own account and/or another Person, then as soon as practicable but not less than three (3)
Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such
Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus
supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act
(if no preliminary prospectus supplement is used) or (z) such registration statement, as the case
may be, then, the Partnership shall give notice of such proposed Underwritten Offering to the
Holders and such notice shall offer the Holders the opportunity to include in such Underwritten
Offering such number of Registrable Securities (the “Included Registrable
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Securities”) as each such Holder may request in writing; provided, however, that if
the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable
Securities for sale for the benefit of the Holders will have a material adverse effect on the
price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of
Registrable Securities to be offered for the accounts of Holders shall be determined based on the
provisions of Section 2.02(b). The notice required to be provided in this Section
2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof.
Each such Holder shall then have two Business Days after receiving such notice to request
inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall
have one Business Day after such Holder confirms receipt of the notice to request inclusion of
Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight
transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is
received within the specified time, each such Holder shall have no further right to participate in
such Underwritten Offering. If, at any time after giving written notice of its intention to
undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the
Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering,
the Partnership may, at its election, give written notice of such determination to the Selling
Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall
be relieved of its obligation to sell any Included Registrable Securities in connection with such
terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten
Offering, shall be permitted to delay offering any Included Registrable Securities for the same
period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to
withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable
Securities in such offering by giving written notice to the Partnership of such withdrawal up to
and including the time of pricing of such offering. Each Holder’s rights under this Section
2.02(a) shall terminate when such Holder (together with any Affiliates of such Holder) holds
less than $10 million of Purchased Units, based on the purchase price per unit under the Purchase
Agreement. Notwithstanding the foregoing, any Holder holding greater than $10 million of Purchased
Units, based on the purchase price per unit under the Purchase Agreement, may deliver written
notice (an “Opt Out Notice”) to the Partnership requesting that such Holder not receive
notice from the Partnership of any proposed Underwritten Offering; provided, that, such Holder may
later revoke any such Opt Out Notice. Following receipt of an Opt Out Notice from a Holder (unless
subsequently revoked), the Partnership shall not be required to deliver any notice to such Holder
pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate
in Underwritten Offerings by the Partnership pursuant to this Section 2.02(a).
(b) Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten
Offering of Common Units included in an Underwritten Offering involving Included Registrable
Securities advises that the total amount of Common Units that the Selling Holders and any other
Persons intend to include in such offering exceeds the number that can be sold in such offering
without being likely to have a material adverse effect on the price, timing or distribution of the
Common Units offered or the market for the Common Units, then the Common Units to be included in
such Underwritten Offering shall include the number of Registrable Securities that such Managing
Underwriter or Underwriters advises can be sold without having such adverse effect, with such
number to be allocated (i) first, to the Partnership and the General Partner and its Affiliates (as
defined in the Partnership Agreement) and (ii) second, pro rata among the Selling Holders based,
for each Selling Holder, on the fraction
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derived by dividing (x) the number of Common Units proposed to be sold by such Selling Holder
in such Underwritten Offering by (y) the aggregate number of Common Units proposed to be sold by
all Selling Holders in such Underwritten Offering. As of the date of execution of this Agreement,
there are no other Persons with Registration Rights relating to the Common Units or the Class B
Units other than pursuant to this Agreement and Section 7.12 of the Partnership Agreement.
Section 2.03 Underwritten Offerings.
(a) General Procedures. In connection with any Underwritten Offering under this
Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters.
In connection with an Underwritten Offering contemplated by this Agreement in which a Selling
Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an
underwriting agreement that contains such representations, covenants, indemnities and other rights
and obligations as are customary in underwriting agreements for firm commitment offerings of
securities. No Selling Holder may participate in such Underwritten Offering unless such Selling
Holder agrees to sell its Registrable Securities on the basis provided in such underwriting
agreement and completes and executes all questionnaires, powers of attorney, indemnities and other
documents reasonably required under the terms of such underwriting agreement. Each Selling Holder
may, at its option, require that any or all of the representations and warranties by, and the other
agreements on the part of, the Partnership to and for the benefit of such underwriters also be made
to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the
obligations of such underwriters under such underwriting agreement also be conditions precedent to
its obligations. No Selling Holder shall be required to make any representations or warranties to
or agreements with the Partnership or the underwriters other than representations, warranties or
agreements regarding such Selling Holder, its authority to enter into such underwriting agreement
and to sell, and its ownership of, the securities being registered on its behalf, its intended
method of distribution and any other representation required by Law. If any Selling Holder
disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by
notice to the Partnership and the Managing Underwriter; provided, however, that such withdrawal
must be made up to and including the time of pricing of such Underwritten Offering. No such
withdrawal shall affect the Partnership’s obligation to pay Registration Expenses. The
Partnership’s management may but shall not be required to participate in a roadshow or similar
marketing effort in connection with any Underwritten Offering.
(b) No Demand Rights. Notwithstanding any other provision of this Agreement, no Holder
of Registrable Securities shall be entitled to any “demand” rights or similar rights that would
require the Partnership to effect an Underwritten Offering solely on behalf of such Holder.
Section 2.04 Sale Procedures. In connection with its obligations under this
Article II, the Partnership will, as expeditiously as possible:
(a) prepare and file with the Commission such amendments and supplements to the Shelf
Registration Statement and the prospectus used in connection therewith as may be necessary to keep
the Shelf Registration Statement effective for the Effectiveness Period and as
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may be necessary to comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by the Shelf Registration Statement;
(b) if a prospectus supplement will be used in connection with the marketing of an
Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any
time shall notify the Partnership in writing that, in the sole judgment of such Managing
Underwriter, inclusion of detailed information to be used in such prospectus supplement is of
material importance to the success of the Underwritten Offering of such Registrable Securities, the
Partnership shall use its commercially reasonable efforts to include such information in such
prospectus supplement;
(c) furnish to each Selling Holder (i) as far in advance as reasonably practicable before
filing the Shelf Registration Statement or any other registration statement contemplated by this
Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete
drafts of all such documents proposed to be filed (including exhibits and each document
incorporated by reference therein to the extent then required by the rules and regulations of the
Commission), and provide each such Selling Holder the opportunity to object to any information
pertaining to such Selling Holder and its plan of distribution that is contained therein and make
the corrections reasonably requested by such Selling Holder with respect to such information prior
to filing the Shelf Registration Statement or such other registration statement or supplement or
amendment thereto, and (ii) such number of copies of the Shelf Registration Statement or such other
registration statement and the prospectus included therein and any supplements and amendments
thereto as such Persons may reasonably request in order to facilitate the public sale or other
disposition of the Registrable Securities covered by such Shelf Registration Statement or other
registration statement;
(d) if applicable, use its commercially reasonable efforts to register or qualify the
Registrable Securities covered by the Shelf Registration Statement or any other registration
statement contemplated by this Agreement under the securities or blue sky laws of such
jurisdictions as the Selling Holders or, in the case of an Underwritten Offering, the Managing
Underwriter, shall reasonably request; provided, however, that the Partnership will not be required
to qualify generally to transact business in any jurisdiction where it is not then required to so
qualify or to take any action which would subject it to general service of process in any such
jurisdiction where it is not then so subject;
(e) promptly notify each Selling Holder and each underwriter, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of (i) the filing of the
Shelf Registration Statement or any other registration statement contemplated by this Agreement or
any prospectus or prospectus supplement to be used in connection therewith, or any amendment or
supplement thereto, and, with respect to such Shelf Registration Statement or any other
registration statement or any post-effective amendment thereto, when the same has become effective;
and (ii) any written comments from the Commission with respect to any filing referred to in clause
(i) and any written request by the Commission for amendments or supplements to the Shelf
Registration Statement or any other registration statement or any prospectus or prospectus
supplement thereto;
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(f) immediately notify each Selling Holder and each underwriter, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of (i) the happening of any
event as a result of which the prospectus or prospectus supplement contained in the Shelf
Registration Statement or any other registration statement contemplated by this Agreement, 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 the
light of the circumstances then existing; (ii) the issuance or threat of issuance by the Commission
of any stop order suspending the effectiveness of the Shelf Registration Statement or any other
registration statement contemplated by this Agreement, or the initiation of any proceedings for
that purpose; or (iii) the receipt by the Partnership of any notification with respect to the
suspension of the qualification of any Registrable Securities for sale under the applicable
securities or blue sky laws of any jurisdiction. Following the provision of such notice, the
Partnership agrees to as promptly as practicable amend or supplement the prospectus or prospectus
supplement or take other appropriate action so that the prospectus or prospectus supplement does
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 the light of the
circumstances then existing and to take such other action as is necessary to remove a stop order,
suspension, threat thereof or proceedings related thereto;
(g) upon request and subject to appropriate confidentiality obligations, furnish to each
Selling Holder copies of any and all transmittal letters or other correspondence with the
Commission or any other governmental agency or self-regulatory body or other body having
jurisdiction (including any domestic or foreign securities exchange) relating to such offering of
Registrable Securities;
(h) in the case of an Underwritten Offering, furnish upon request, (i) an opinion of counsel
for the Partnership, dated the effective date of the applicable registration statement or the date
of any amendment or supplement thereto, and a letter of like kind dated the date of the closing
under the underwriting agreement, and (ii) a “cold comfort” letter, dated the pricing date of such
Underwritten Offering and a letter of like kind dated the date of the closing under the
underwriting agreement, in each case, signed by the independent public accountants who have
certified the Partnership’s financial statements included or incorporated by reference into the
applicable registration statement, and each of the opinion and the “cold comfort” letter shall be
in customary form and covering substantially the same matters with respect to such registration
statement (and the prospectus and any prospectus supplement included therein) as have been
customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the
underwriters in Underwritten Offerings of securities by the Partnership and such other matters as
such underwriters and Selling Holders may reasonably request;
(i) otherwise use its commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as soon as reasonably
practicable, an earnings statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;
(j) make available to the appropriate representatives of the Managing Underwriter and Selling
Holders access to such information and Partnership personnel as is reasonable and customary to
enable such parties to establish a due diligence defense under the Securities Act;
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(k) cause all such Registrable Securities registered pursuant to this Agreement to be listed
on each securities exchange or nationally recognized quotation system on which similar securities
issued by the Partnership are then listed;
(l) use its commercially reasonable efforts to cause the Registrable Securities to be
registered with or approved by such other governmental agencies or authorities as may be necessary
by virtue of the business and operations of the Partnership to enable the Selling Holders to
consummate the disposition of such Registrable Securities;
(m) provide a transfer agent and registrar for all Registrable Securities covered by such
registration statement not later than the effective date of such registration statement; and
(n) enter into customary agreements and take such other actions as are reasonably requested by
the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition
of such Registrable Securities.
Each Selling Holder, upon receipt of notice from the Partnership of the happening of any event
of the kind described in subsection (f) of this Section 2.04, shall forthwith discontinue
disposition of the Registrable Securities until such Selling Holder’s receipt of the copies of the
supplemented or amended prospectus contemplated by subsection (f) of this Section 2.04 or
until it is advised in writing by the Partnership that the use of the prospectus may be resumed,
and has received copies of any additional or supplemental filings incorporated by reference in the
prospectus, and, if so directed by the Partnership, such Selling Holder will, or will request the
managing underwriter or underwriters, if any, to deliver to the Partnership (at the Partnership’s
expense) all copies in their possession or control, other than permanent file copies then in such
Selling Holder’s possession, of the prospectus covering such Registrable Securities current at the
time of receipt of such notice.
Section 2.05 Cooperation by Holders. The Partnership shall have no obligation to
include in the Shelf Registration Statement, or in an Underwritten Offering pursuant to Section
2.02(a), Common Units of a Selling Holder who has failed to timely furnish such information
that, in the opinion of counsel to the Partnership, is reasonably required in order for the
registration statement or prospectus supplement, as applicable, to comply with the Securities Act.
Section 2.06 Restrictions on Public Sale by Holders of Registrable Securities. For
one year following the Closing Date, each Holder of Registrable Securities who is included in the
Shelf Registration Statement agrees not to effect any public sale or distribution of the
Registrable Securities during the 30-day period following completion of an Underwritten Offering of
equity securities by the Partnership (except as provided in this Section 2.06); provided,
however, that the duration of the foregoing restrictions shall be no longer than the duration of
the shortest restriction generally imposed by the underwriters on the officers or directors or any
other unitholder of the Partnership on whom a restriction is imposed. In addition, the lock-up
provisions in this Section 2.06 shall not apply with respect to a Holder that (A) owns less
than $10 million of Purchased Units, based on the purchase price per unit under the Purchase
Agreement, (B) has delivered an Opt Out Notice to the Partnership pursuant to Section
2.02(a) or (C) has submitted a notice requesting the inclusion of Registrable Securities in an
Underwritten
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Offering pursuant to Section 2.02(a) but is unable to do so as a result of the
priority provisions contained in Section 2.02(b).
Section 2.07 Expenses.
(a) Expenses. The Partnership will pay all reasonable Registration Expenses as
determined in good faith, including, in the case of an Underwritten Offering, whether or not any
sale is made pursuant to such Underwritten Offering. Each Selling Holder shall pay all Selling
Expenses in connection with any sale of its Registrable Securities hereunder. In addition, except
as otherwise provided in Section 2.08 hereof, the Partnership shall not be responsible for
legal fees incurred by Holders in connection with the exercise of such Holders’ rights hereunder.
(b) Certain Definitions. “Registration Expenses” means all expenses incident
to the Partnership’s performance under or compliance with this Agreement to effect the registration
of Registrable Securities on the Shelf Registration Statement pursuant to Section 2.01 or
an Underwritten Offering covered under this Agreement, and the disposition of such securities,
including, without limitation, all registration, filing, securities exchange listing and NYSE fees,
all registration, filing, qualification and other fees and expenses of complying with securities or
blue sky laws, fees of the National Association of Securities Dealers, Inc., fees of transfer
agents and registrars, all word processing, duplicating and printing expenses, any transfer taxes
and the fees and disbursements of counsel and independent public accountants for the Partnership,
including the expenses of any special audits or “cold comfort” letters required by or incident to
such performance and compliance. “Selling Expenses” means all underwriting fees, discounts
and selling commissions allocable to the sale of the Registrable Securities.
Section 2.08 Indemnification.
(a) By the Partnership. In the event of a registration of any Registrable Securities
under the Securities Act pursuant to this Agreement, the Partnership will indemnify and hold
harmless each Selling Holder thereunder, its directors, officers, employees and agents, and each
underwriter, pursuant to the applicable underwriting agreement with such underwriter, of
Registrable Securities thereunder and each Person, if any, who controls such Selling Holder within
the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees or
agents, against any losses, claims, damages, expenses or liabilities (including reasonable
attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such
Selling Holder, director, officer, employee, agent or underwriter or controlling Person may become
subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions
or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained in the Shelf
Registration Statement or any other registration statement contemplated by this Agreement, any
preliminary prospectus, free writing prospectus or final prospectus contained therein, or any
amendment or supplement thereof, 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
therein (in the case of a prospectus, in light of the circumstances under which they were made) not
misleading, and will reimburse each such Selling Holder, its directors, officers, employee and
agents, each such underwriter and each such controlling Person for any legal or other expenses
reasonably incurred by them in connection with investigating or
11
defending any such Loss or actions or proceedings; provided, however, that the Partnership
will not be liable in any such case if and to the extent that any such Loss arises out of or is
based upon an untrue statement or alleged untrue statement or omission or alleged omission so made
in conformity with information furnished by such Selling Holder, its directors, officers, employees
and agents or any underwriter or such controlling Person in writing specifically for use in the
Shelf Registration Statement or such other registration statement, or prospectus supplement, as
applicable. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Selling Holder or any such directors, officers, employees agents or
any underwriter or controlling Person, and shall survive the transfer of such securities by such
Selling Holder.
(b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to
indemnify and hold harmless the Partnership, its directors, officers, employees and agents and each
Person, if any, who controls the Partnership within the meaning of the Securities Act or of the
Exchange Act, and its directors, officers, employees and agents, to the same extent as the
foregoing indemnity from the Partnership to the Selling Holders, but only with respect to
information regarding such Selling Holder furnished in writing by or on behalf of such Selling
Holder expressly for inclusion in the Shelf Registration Statement or prospectus supplement
relating to the Registrable Securities, or any amendment or supplement thereto; provided, however,
that the liability of each Selling Holder shall not be greater in amount than the dollar amount of
the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the
Registrable Securities giving rise to such indemnification.
(c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the
commencement of any action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party hereunder, notify the indemnifying party in writing thereof,
but the omission so to notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party other than under this Section 2.08. In any action
brought against any indemnified party, it shall notify the indemnifying party of the commencement
thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall
wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such
indemnified party and, after notice from the indemnifying party to such indemnified party of its
election so to assume and undertake the defense thereof, the indemnifying party shall not be liable
to such indemnified party under this Section 2.08 for any legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the
indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the
indemnified party or (ii) if the defendants in any such action include both the indemnified party
and the indemnifying party and counsel to the indemnified party shall have concluded that there may
be reasonable defenses available to the indemnified party that are different from or additional to
those available to the indemnifying party, or if the interests of the indemnified party reasonably
may be deemed to conflict with the interests of the indemnifying party, then the indemnified party
shall have the right to select a separate counsel and to assume such legal defense and otherwise to
participate in the defense of such action, with the reasonable expenses and fees of such separate
counsel and other reasonable expenses related to such participation to be reimbursed by the
indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no
indemnified party shall settle any action brought against it with respect to
12
which it is entitled to indemnification hereunder without the consent of the indemnifying
party, unless the settlement thereof imposes no liability or obligation on, and includes a complete
and unconditional release from all liability of, the indemnifying party.
(d) Contribution. If the indemnification provided for in this Section 2.08 is
held by a court or government agency of competent jurisdiction to be unavailable to any indemnified
party or is insufficient to hold them harmless in respect of any Losses, then each such
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 Loss in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one hand and of such
indemnified party on the other in connection with the statements or omissions which resulted in
such Losses, as well as any other relevant equitable considerations; provided, however, that in no
event shall such Selling Holder be required to contribute an aggregate amount in excess of the
dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale
of Registrable Securities giving rise to such indemnification. The relative fault of the
indemnifying party on the one hand and the indemnified party on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact has been made by, or relates to,
information supplied by such party, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. The parties hereto
agree that it would not be just and equitable if contributions pursuant to this paragraph were to
be determined by pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to herein. The amount paid by an indemnified
party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed
to include any legal and other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any Loss which is the subject of this 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 is not guilty of such fraudulent misrepresentation.
(e) Other Indemnification. The provisions of this Section 2.08 shall be in
addition to any other rights to indemnification or contribution which an indemnified party may have
pursuant to law, equity, contract or otherwise.
Section 2.09 Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission that may permit the sale of the Registrable
Securities to the public without registration, the Partnership agrees to use its commercially
reasonable efforts to:
(a) Make and keep public information regarding the Partnership available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times from and after the date
hereof;
(b) File with the Commission in a timely manner all reports and other documents required of
the Partnership under the Securities Act and the Exchange Act at all times from and after the date
hereof; and
13
(c) So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon
request a copy of the most recent annual or quarterly report of the Partnership, and such other
reports and documents so filed as such Holder may reasonably request in availing itself of any rule
or regulation of the Commission allowing such Holder to sell any such securities without
registration.
Section 2.10 Transfer or Assignment of Registration Rights. The rights to cause the
Partnership to register Registrable Securities granted to the Purchasers by the Partnership under
this Article II may be transferred or assigned by any Purchaser to one or more
transferee(s) or assignee(s) of such Registrable Securities or counterparties to any total return
swaps; provided, however, that (a) unless such transferee is an Affiliate of such Purchaser or a
counterparty to a total return swap, each such transferee or assignee holds Registrable Securities
representing at least $10 million of the Purchased Units, based on the purchase price per unit
under the Purchase Agreement, (b) the Partnership is given written notice prior to any said
transfer or assignment, stating the name and address of each such transferee and identifying the
securities with respect to which such registration rights are being transferred or assigned, and
(c) each such transferee assumes in writing responsibility for its portion of the obligations of
such Purchaser under this Agreement.
Section 2.11 Limitation on Subsequent Registration Rights. From and after the date
hereof, the Partnership shall not, without the prior written consent of the Holders of a majority
of the outstanding Registrable Securities, enter into any agreement with any current or future
holder of any securities of the Partnership that would allow such current or future holder to
require the Partnership to include securities in any registration statement filed by the
Partnership on a basis that is superior in any way to the registration rights granted to the
Purchasers hereunder.
ARTICLE III
MISCELLANEOUS
MISCELLANEOUS
Section 3.01 Communications. All notices and other communications provided for or
permitted hereunder shall be made in writing by facsimile, electronic mail, courier service or
personal delivery:
(a) if to Purchaser, to the address set forth in Schedule 8.07 to the Purchase Agreement;
(b) if to a transferee of Purchaser, to such Holder at the address provided pursuant to
Section 2.10 above; and
(c) if to the Partnership at Xxx Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxxx 00000-0000 (facsimile: (000)
000-0000), Attention: Xxxxx X. Xxxxxx.
All such notices and communications shall be deemed to have been received at the time
delivered by hand, if personally delivered; when receipt acknowledged, if sent via facsimile or
sent via Internet electronic mail; and when actually received, if sent by courier service or any
other means.
14
Section 3.02 Successor and Assigns. This Agreement shall inure to the benefit of and
be binding upon the successors and assigns of each of the parties, including subsequent Holders of
Registrable Securities to the extent permitted herein.
Section 3.03 Assignment of Rights. All or any portion of the rights and obligations
of any Purchaser under this Agreement may be transferred or assigned by such Purchaser in
accordance with Section 2.10 hereof.
Section 3.04 Recapitalization, Exchanges, Etc. Affecting the Common Units. The
provisions of this Agreement shall apply to the full extent set forth herein with respect to any
and all units of the Partnership or any successor or assign of the Partnership (whether by merger,
consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or
in substitution of, the Registrable Securities, and shall be appropriately adjusted for
combinations, unit splits, recapitalizations and the like occurring after the date of this
Agreement.
Section 3.05 Aggregation of Purchased Units. All Registrable Securities held or
acquired by GPS Income Fund LP and its Affiliates, on one hand, and Alerion Equities, LLC and its
Affiliates, on the other hand, shall be aggregated together for purposes of determining the
availability of the rights and obligations with respect to Purchasers holding Registrable
Securities representing at least $10 million of the Purchased Units, based on the purchase price
per unit under the Purchase Agreement, under Section 2.02(a), Section 2.06 and
Section 2.10 of this Agreement.
Section 3.06 Specific Performance. Damages in the event of breach of this Agreement
by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed
that each such Person, in addition to and without limiting any other remedy or right it may have,
will have the right to an injunction or other equitable relief in any court of competent
jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions
hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground
of lack of jurisdiction or competence of the court to grant such an injunction or other equitable
relief. The existence of this right will not preclude any such Person from pursuing any other
rights and remedies at law or in equity which such Person may have.
Section 3.07 Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which counterparts,
when so executed and delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same Agreement.
Section 3.08 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
Section 3.09 Governing Law. The Laws of the State of New York shall govern this
Agreement without regard to principles of conflict of Laws.
Section 3.10 Severability of Provisions. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining provisions
15
hereof or affecting or impairing the validity or enforceability of such provision in any other
jurisdiction.
Section 3.11 Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein with respect to the rights granted by the Partnership set forth herein.
This Agreement and the Purchase Agreement supersede all prior agreements and understandings
between the parties with respect to such subject matter.
Section 3.12 Amendment. This Agreement may be amended only by means of a written
amendment signed by the Partnership and the Holders of a majority of the then outstanding
Registrable Securities; provided, however, that no such amendment shall materially and adversely
affect the rights of any Holder hereunder without the consent of such Holder.
Section 3.13 No Presumption. If any claim is made by a party relating to any
conflict, omission, or ambiguity in this Agreement, no presumption or burden of proof or persuasion
shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a
particular party or its counsel.
Section 3.14 Aggregation of Purchased Units. All Purchased Units held or acquired by
Persons who are Affiliates of one another shall be aggregated together for the purpose of
determining the availability of any rights under this Agreement.
Section 3.15 Obligations Limited to Parties to Agreement. Each of the Parties hereto
covenants, agrees and acknowledges that no Person other than the Purchasers shall have any
obligation hereunder and that, notwithstanding that one or more of the Purchasers may be a
corporation, partnership or limited liability company, no recourse under this Agreement or under
any documents or instruments delivered in connection herewith or therewith shall be had against any
former, current or future director, officer, employee, agent, general or limited partner, manager,
member, stockholder or Affiliate of any of the Purchaser or any former, current or future director,
officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of
any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable
proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that no
personal liability whatsoever shall attach to, be imposed on or otherwise by incurred by any
former, current or future director, officer, employee, agent, general or limited partner, manager,
member, stockholder or Affiliate of any of the Purchasers or any former, current or future
director, officer, employee, agent, general or limited partner, manager, member, stockholder or
Affiliate of any of the foregoing, as such, for any obligations of the Purchasers under this
Agreement or any documents or instruments delivered in connection herewith or therewith or for any
claim based on, in respect of or by reason of such obligation or its creation, except in each case
for any assignee of a Purchaser hereunder.
Section 3.16 Interpretation. Article and Section references to this Agreement, unless
otherwise specified. All references to instruments, documents, contracts and agreements are
references to such instruments, documents, contracts and agreements as the same may be
16
amended, supplemented and otherwise modified from time to time, unless otherwise specified. The
word “including” shall mean “including but not limited to.” Whenever any determination, consent or
approval is to be made or given by a Purchaser under this Agreement, such action shall be in such
Purchaser’s sole discretion unless otherwise specified.
[Signature pages to follow]
17
IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first
above written.
| XXXXXXXX PARTNERS L.P. | ||||
| By: | Xxxxxxxx Partners GP LLC, | |||
| its General Partner | ||||
| By: | /s/ Xxxxxx X. Sailor | |||
| Name: | Xxxxxx X. Sailor | |||
| Title: | Treasurer | |||
[Signature Page to Registration Rights Agreement]
| ROYAL BANK OF CANADA, | ||||
| by its agent | ||||
| RBC CAPITAL MARKETS CORPORATION | ||||
| By: | /s/ Xxxxx Xxxxxxxx | |||
| Name: | Xxxxx Xxxxxxxx | |||
| Title: | Director and Senior Counsel | |||
| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Managing Director | |||
[Signature Page to Registration Rights Agreement]
| XXXXX & STEERS UTILITY FUND, INC. | ||||
| By: Xxxxx & Steers Capital Management, Inc., as investment adviser | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Senior Vice President | |||
[Signature Page to Registration Rights Agreement]
| XXXXX & STEERS REIT AND UTILITY INCOME FUND, INC. |
||||
| By: Xxxxx & Steers Capital Management, Inc., as investment adviser | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Senior Vice President | |||
[Signature Page to Registration Rights Agreement]
| XXXXX & STEERS SELECT UTILITY FUND, INC. | ||||
| By: Xxxxx & Steers Capital Management, Inc., as investment adviser | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Senior Vice President | |||
[Signature Page to Registration Rights Agreement]
| ALERION EQUITIES, LLC | ||||
| By: Xxxxx Trading, Inc., its Manager | ||||
| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxx X. Xxxxxxxx | |||
| Title: | Assistant Secretary & General Counsel | |||
[Signature Page to Registration Rights Agreement]
| GPS INCOME FUND LP | ||||
| By: GPS Partners, LLC, its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Managing Partner | |||
[Signature Page to Registration Rights Agreement]
| GPS HIGH YIELD EQUITIES FUND LP | ||||
| By: GPS Partners, LLC, its General Partner | ||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Managing Partner | |||
[Signature Page to Registration Rights Agreement]
| GPS INCOME FUND (CAYMAN) LTD | ||||
| By: GPS Partners, LLC, its General Partner | ||||
| By: | /s/ Xxxxx. X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Managing Partner | |||
[Signature Page to Registration Rights Agreement]
| XXXXXX MLP FUND, LP | ||||
| By: Xxxxxx Investment Management LP, its General Partner | ||||
| By: | /s/ Xxxxxxx Xxxxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxxxx | |||
| Title: | Chief Financial Officer | |||
[Signature Page to Registration Rights Agreement]
| PERRY PARTNERS L.P. | ||||
| By: Perry Corp., its General Partner | ||||
| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | General Counsel | |||
[Signature Page to Registration Rights Agreement]
| PERRY COMMITMENT FUND L.P. | ||||
| By: Perry Commitment Associates L.L.C., its General Partner | ||||
| By: Perry Corp., its Managing Member | ||||
| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | General Counsel | |||
[Signature Page to Registration Rights Agreement]
| THE XXXXXXX MLP OPPORTUNITY FUND I, LP |
||||
| By: | Swank Capital, LLC, its General Partner | |||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Managing Partner | |||
[Signature Page to Registration Rights Agreement]
| SWANK MLP CONVERGENCE FUND, LP | ||||
| By: | Swank Capital, LLC, its General Partner | |||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Managing Partner | |||
[Signature Page to Registration Rights Agreement]
| RCH ENERGY MLP FUND, L.P. | ||||
| By: | RCH Energy MLP Fund G.P., L.P., its | |||
| General Partner | ||||
| By: | RR Advisors, LLC, its General Partner | |||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Sole Member | |||
[Signature Page to Registration Rights Agreement]
| STRUCTURED FINANCE AMERICAS, LLC | ||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | ||||
| Title: | ||||
[Signature Page to Registration Rights Agreement]
| TORTOISE ENERGY INFRASTRUCTURE CORPORATION |
||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Chief Executive Officer and President | |||
[Signature Page to Registration Rights Agreement]
| TORTOISE ENERGY CAPITAL CORPORATION | ||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Chief Executive Officer and President | |||
[Signature Page to Registration Rights Agreement]
| XXXXXXXX UTILITY FUND | ||||
| By: | Xxxxxxxx Associates LLC, as investment | |||
| adviser | ||||
| By: | /s/ Xxxxx X. Edemeka | |||
| Name: | Xxxxx X. Edemeka | |||
| Title: | Managing Director | |||
[Signature Page to Registration Rights Agreement]
| XXXXXXX, SACHS & CO | ||||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxxxx | |||
| Title: | Authorized Signatory | |||
[Signature Page to Registration Rights Agreement]
| ZLP FUND, L.P. | ||||
| By: | Xxxxxx Xxxxx Partners, LLC, its General | |||
| Partner | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Managing Member | |||
[Signature Page to Registration Rights Agreement]
| XXXXX XXXXXXXX MLP INVESTMENT COMPANY |
||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Vice President | |||
[Signature Page to Registration Rights Agreement]
| XXXX XXXXXXXX ENERGY DEVELOPMENT COMPANY |
||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Vice President | |||
[Signature Page to Registration Rights Agreement]
