REGISTRATION RIGHTS AGREEMENT
Exhibit
4.1
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THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made
and entered into as of June 17, 2008, by and between Boardwalk Pipeline
Partners, LP, a Delaware limited partnership (the “Partnership”), and
Boardwalk Pipelines Holding Corp., a Delaware corporation (the “Purchaser”).
ARTICLE
I
“Agreement” has the
meaning given to such term in the introductory paragraph.
“Effectiveness Period”
has the meaning given to such term in Section 2.01 of this
Agreement.
“Holder” means the
record holder of (i) any Registrable Securities and (ii) Class B Units prior to
their conversion into Common Units.
“Losses” has the
meaning given to such term in Section 2.07(a) of this
Agreement.
“Managing Underwriter”
means, with respect to any Underwritten Offering, the book-running lead manager
of such Underwritten Offering.
“Purchase Agreement”
has the meaning given to such term in the Recitals of this
Agreement.
“Purchaser” has the
meaning given to such term in the introductory paragraph of this
Agreement.
“Registrable
Securities” means the Common Units issuable upon conversion of the
Class B Units, which Registrable Securities are subject to the rights provided
herein until such rights terminate pursuant to the provisions
hereof.
“Registration
Expenses” has the meaning given to such term in Section 2.06(b) of this
Agreement.
“Selling Expenses” has
the meaning given to such term in Section 2.06(b) of this
Agreement.
“Selling Holder” means
a Holder who is selling Registrable Securities pursuant to a registration
statement.
“Registration
Statement” has the meaning given to such term in Section 2.01 of this
Agreement.
“Underwritten
Offering” means an offering (including an offering pursuant to a
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.
ARTICLE
II
(a) prepare
and file with the Commission such amendments and supplements to
each Registration Statement and the prospectus used in connection therewith
as may be necessary to keep each Registration Statement effective for the
Effectiveness Period and as may be necessary to comply with the provisions of
the Securities Act with respect to the disposition of all Registrable Securities
covered by such Registration Statement;
(b) if
a prospectus supplement will be used in connection with the marketing of an
Underwritten Offering from a 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 a Registration Statement 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 a Registration Statement or supplement or amendment thereto, and
(ii) such number of copies of such 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 Registration
Statement;
(d) if
applicable, use its commercially reasonable efforts to register or qualify the
Registrable Securities covered by a Registration Statement 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 that 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 a Registration Statement or any prospectus or prospectus
supplement to be used in connection therewith, or any amendment or supplement
thereto, and, with respect to such 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
a Registration Statement or any prospectus or prospectus supplement
thereto;
(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 a 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 the case of the prospectus contained therein, in the light of
the circumstances under which a statement is made); (ii) the issuance or threat
of issuance by the Commission of any stop order suspending the effectiveness of
a Registration Statement, 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 reasonable 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 date of the closing under the underwriting
agreement, and (ii) a “cold comfort” letter, dated the pricing date of such
Underwritten Offering (to the extent available) 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;
(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.
(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 a Registration Statement pursuant to Section 2.01 and/or
in connection with an Underwritten Offering pursuant to Section 2.02(a), and
the disposition of such Registrable Securities, including, without limitation,
all registration, filing, securities exchange listing and New York Stock
Exchange fees, all registration, filing, qualification and other fees and
expenses of complying with securities or blue sky laws, fees of the Financial
Industry Regulatory Authority, 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.
(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 Exchange Act at all times from and after the date
hereof; and
(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.
ARTICLE
III
(a) if
to the Purchaser:
Boardwalk
Pipelines Holding Corp.
0
Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
Attention: Corporate
Secretary
Facsimile:
(000) 000-0000
with a
copy to:
Loews
Corporation
000
Xxxxxxx Xxxxxx
Xxx Xxxx,
XX 00000
Attention: Corporate
Secretary
Facsimile:
(000) 000-0000
(b) if
to a transferee of the Purchaser, to such Holder at the address provided
pursuant to Section
2.09;
and
(c) if
to the Partnership:
0
Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
Attention: Corporate
Secretary
Facsimile:
(000) 000-0000
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.
Section
3.09 Governing
Law. The Laws of the State of New York shall govern this
Agreement.
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By: BOARDWALK
GP, LP
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(its
General Partner)
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By: BOARDWALK
GP, LLC
(its General
Partner)
By: /s/
Name: Xxxxx
X. Xxxxxxx
Title: Chief
Financial Officer
BOARDWALK
PIPELINES HOLDING CORP.
By: /s/
Name: Xxxxx
X. Xxxxxxx
Title: Chief
Financial Officer