1
EXHIBIT 99.2
COMPANY VOTING AGREEMENT (this "Agreement") dated as of October 28, 2000,
among Stone Energy Corporation, a Delaware corporation ("Partner"), Basin
Exploration, Inc., a Delaware corporation ("Company"), and the other parties
signatory hereto (each a "Stockholder").
WHEREAS, each Stockholder desires that Company, Partner and Partner
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Partner
("Merger Sub"), enter into an Agreement and Plan of Merger dated the date hereof
(as the same may be amended or supplemented, the "Merger Agreement"; capitalized
terms used but not defined herein shall have the meanings set forth in the
Merger Agreement) providing for the merger of Merger Sub with and into Company
(the "Merger") upon the terms and subject to the conditions set forth in the
Merger Agreement; and
WHEREAS, each Stockholder and Company are executing this Agreement as an
inducement to Partner to enter into and execute, and to cause Merger Sub to
enter into and execute, the Merger Agreement;
NOW, THEREFORE, in consideration of the execution and delivery by Partner
and Merger Sub of the Merger Agreement and the mutual covenants, conditions and
agreements contained herein and therein, the parties agree as follows:
1. Representations and Warranties. (a) Each Stockholder severally
represents and warrants to Partner as follows:
(i) Such Stockholder is the record and beneficial owner of, or is the
sole trustee of a trust that is the record holder of, and whose
beneficiaries are the beneficial owners of, the number of shares of common
stock, par value $0.01 per share, of Company (the "Common Stock") set forth
opposite such Stockholder's name on Schedule A hereto (such shares of
Common Stock, together with any other shares of Common Stock or other
capital stock of Company acquired after the date hereof (including through
the exercise of any stock options, warrants or similar instruments) being
collectively referred to herein as the "Subject Shares"). The Subject
Shares constitute the only shares, with respect to which such Stockholder
is the record or beneficial owner, of Common Stock, preferred stock or
other capital stock of Company or options, warrants or other rights
(whether or not contingent) to acquire such shares of capital stock of
Company that are or may be entitled to vote on the Merger or the Merger
Agreement at any meeting of stockholders of Company called to vote upon the
Merger or the Merger Agreement. Such Stockholder has the sole right to vote
and Transfer (as defined below in Section 3(a)) the Subject Shares set
forth opposite its name on Schedule A hereto, and none of such Subject
Shares is subject to any voting trust or other agreement, arrangement or
restriction with respect to the voting or the Transfer of the Subject
Shares, except as provided by this Agreement (it being understood that any
pledge of the Pledged Shares (as defined below) shall not be a breach of
this representation). Such Stockholder has all requisite power and
authority, and, if such Stockholder is a natural person, the legal
capacity, to enter into this Agreement and to perform its obligations
hereunder. To the extent that such Stockholder is an entity and not an
individual, such Stockholder is duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization. The
execution and delivery of this Agreement by such Stockholder and the
performance by such Stockholder of its obligations hereunder have been duly
authorized by all necessary action on the part of such Stockholder. This
Agreement has been duly executed and delivered by, and constitutes a valid
and binding agreement of, such Stockholder, enforceable against such
Stockholder in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, moratorium or other similar laws and
except that the availability of equitable remedies, including specific
performance, is subject to the discretion of the court before which any
proceeding for such remedy may be brought (collectively, the "Bankruptcy
and Equity Exceptions").
(ii) Neither the execution and delivery of this Agreement nor the
performance by such Stockholder of its obligations hereunder will result in
a violation of, or a default under, or conflict with, (A) if such
Stockholder is an entity, any provision of its certificate of
incorporation, bylaws, partnership agreement, limited liability company
agreement or similar organizational documents, (B) any contract, trust,
commitment, agreement, understanding, arrangement or restriction of any
kind (other than as may relate
A-1-1
2
to the Pledged Shares but subject to the proviso set forth in (iv) below)
to which such Stockholder is a party or bound or to which the Subject
Shares are subject, except, in the case of clause (B) above, as would not
prevent, delay or otherwise materially impair such Stockholder's ability to
perform its obligations hereunder. Execution, delivery and performance of
this Agreement by such Stockholder will not reasonably be expected to
violate, or require any consent, approval or notice under, any provision of
any judgment, order, decree, statute, law, rule or regulation applicable to
such Stockholder or the Subject Shares, except (x) for any necessary filing
under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, (y) for any
reports under Sections 13(d) and 16 of the Exchange Act as may be required
in connection with this Agreement and the transactions contemplated hereby
or (z) as would not reasonably be expected to prevent, delay or otherwise
materially impair such Stockholder's ability to perform its obligations
hereunder.
(iii) If the Stockholder is married and the Subject Shares of the
Stockholder constitute community property or spousal approval is otherwise
required for this Agreement to be legal, valid and binding, then, to the
extent so required, this Agreement has been duly authorized, executed and
delivered by, and constitutes a valid and binding agreement of, the
Stockholder's spouse, enforceable against such spouse in accordance with
its terms, subject to the Bankruptcy and Equity Exceptions. Except for any
consents duly obtained as of the date hereof and which will remain in full
force and effect at such time or times as may be necessary to duly consent
to such Stockholder's performance of its obligations hereunder, no trust of
which such Stockholder is a trustee requires the consent of any beneficiary
to the execution and delivery of this Agreement or to the performance by
such Stockholder of its obligations hereunder.
(iv) The Subject Shares and the certificates representing such Shares
are held by such Stockholder, or by a nominee or custodian for the benefit
of such Stockholder, free and clear of all liens, claims, security
interests, proxies, voting trusts or agreements, understandings or
arrangements or any other encumbrances whatsoever, except for (A) any such
encumbrances or proxies arising hereunder or under the existing terms of a
trust of which such Stockholder is the trustee or (B) any such encumbrances
arising pursuant to the pledge of any Subject Shares by such Stockholder
prior to the date hereof to a financial institution or a brokerage firm
(the "Pledged Shares"); provided, however, that such Stockholder represents
that any such arrangement regarding such Pledged Shares shall not prevent,
delay or otherwise materially impair such Stockholder's ability to execute
and deliver this Agreement or perform its obligations hereunder and such
Stockholder shall use his reasonable efforts to obtain an acknowledgment by
the pledgee of the terms of this Agreement and such pledgee's agreement to
execute a proxy or to otherwise vote the Pledged Shares (if and to the
extent the voting power of the Pledged Shares is being or to be exercised
by pledgee) in accordance with Section 2 hereof.
(v) No broker, investment banker, financial advisor or other person is
entitled to any broker's, finder's, financial advisor's or other similar
fee or commission based upon arrangements made by or on behalf of such
Stockholder in connection with its entering into this Agreement.
(vi) Such Stockholder understands and acknowledges that Partner is
entering into, and causing Merger Sub to enter into, the Merger Agreement
in reliance upon such Stockholder's execution and delivery of this
Agreement.
(b) Partner represents and warrants to each Stockholder that the execution
and delivery of this Agreement by Partner and the consummation by Partner of the
transactions contemplated hereby have been duly authorized by all necessary
action on the part of Partner.
2. Voting Agreements. Each Stockholder severally agrees with, and covenants
to, Partner that, during the Term (as defined below) of this Agreement, at any
meeting of stockholders of Company called to vote upon the Merger and the Merger
Agreement or at any adjournment thereof or in any other circumstances upon which
a vote, consent or other approval (including by written consent) with respect to
the Merger and the Merger Agreement is sought, such Stockholder shall, including
by executing a written consent solicitation if requested by Partner, vote (or
cause to be voted) the Subject Shares in favor of the Merger, the adoption by
A-1-2
3
Company of the Merger Agreement and the approval of the terms thereof and each
of the other transactions expressly contemplated by the Merger Agreement.
3. Other Covenants. Each Stockholder severally agrees with, and covenants
to, Partner during the Term of this Agreement as follows:
(a) Such Stockholder shall not after the date hereof (i) sell,
transfer, pledge, assign or otherwise dispose of (including by gift)
(collectively, "Transfer"), or consent to any Transfer of, any Subject
Shares or any interest therein, except pursuant to the Merger, (ii) enter
into any contract, option or other agreement with respect to any Transfer
of any or all of the Subject Shares or any interest therein, (iii) grant
any proxy, power-of-attorney or other authorization in or with respect to
the Subject Shares, except for this Agreement or (iv) deposit the Subject
Shares into a voting trust or enter into a voting agreement or voting
arrangement with respect to the Subject Shares; provided, that any such
Stockholder may (x) Transfer any of the Subject Shares to any other
Stockholder who is on the date hereof a party to this Agreement, or to any
other person or entity that, prior to or coincident with such Transfer,
executes an irrevocable proxy to vote such Subject Shares in accordance
with Section 2 and (y) Transfer a de minimus amount of such Subject Shares
(which in the case of Mr. Xxxxxxx Xxxxx, shall include Transfers up to
75,000 shares in the aggregate); provided, however, that such Stockholder
shall not transfer any Subject Shares pursuant to the preceding proviso (i)
without Partner's prior written consent, not to be unreasonably withheld or
delayed and (ii) if any such transfer, either alone or in the aggregate
with other transfers by Stockholders and other persons who may be
affiliates of Company, would preclude Partner's ability to account for the
business combination to be effected by the Merger as a pooling of
interests; provided, further the foregoing restrictions shall not be deemed
violated in the event of any action taken by the pledgee of any Pledged
Shares pursuant to the terms of any agreements existing as of the date
hereof with respect thereto so long as such Stockholder uses his reasonable
efforts to obtain an acknowledgment by the pledgee of the terms of this
Agreement and such pledgee's agreement to execute a proxy or to otherwise
vote the Pledged Shares (if and to the extent the voting power of the
Pledged Shares is being or to be exercised by pledgee) in accordance with
Section 2 hereof; provided, further, that the restrictions in this Section
3 shall not be deemed violated by any Transfer of Subject Shares pursuant
to a cashless exercise of stock options.
(b) Such Stockholder hereby waives any rights of appraisal, or rights
to dissent from the Merger, that such Stockholder may have.
(c) Such Stockholder shall not take any action prohibited by Section
6.01 of the Merger Agreement.
4. Certain Events. Each Stockholder agrees that this Agreement and the
obligations hereunder shall attach to such Stockholder's Subject Shares and
shall be binding upon any person or entity to which legal or beneficial
ownership of such Shares shall pass, whether by operation of law or otherwise,
including without limitation such Stockholder's heirs, guardians, administrators
or successors. In the event of any stock split, stock dividend, merger,
reorganization, recapitalization or other change in the capital structure of
Company affecting the Common Stock, preferred stock or the acquisition of
additional shares of Common Stock, preferred stock or other voting securities of
Company by any Stockholder, the number of Shares listed on Schedule A beside the
name of such Stockholder shall be adjusted appropriately and this Agreement and
the obligations hereunder shall attach to any additional shares of Common Stock,
preferred stock or other voting securities of Company issued to or acquired by
such Stockholder.
5. Stop Transfer. Company agrees with, and covenants to, Partner that
Company shall not register the transfer of any certificate representing any
Subject Shares, unless such transfer is made to Partner or Merger Sub or
otherwise in compliance with this Agreement.
6. Stockholder Capacity. No person executing this Agreement who is or
becomes during the term hereof a director of Company makes any agreement or
understanding herein in his or her capacity as such director. Each Stockholder
signs solely in his or her capacity as the record and beneficial owner of, or
the trustee of a trust whose beneficiaries are the beneficial owners of, such
Stockholder's Subject Shares.
A-1-3
4
7. Further Assurances. Each Stockholder shall, upon request of Partner,
execute and deliver any additional documents and take such further actions as
may reasonably be deemed by Partner to be necessary or desirable to carry out
the provisions hereof.
8. Termination. This Agreement, and all rights and obligations of the
parties hereunder, shall terminate upon (and shall only be effective from the
date hereof until) the first to occur of (the "Term") (i) the Effective Time of
the Merger or (ii) the date upon which the Merger Agreement is terminated in
accordance with its terms; provided, however, that (x) Section 9 shall survive
any termination of this Agreement and (y) termination of this Agreement pursuant
to Clause (ii) above shall not relieve any party hereto from liability for any
willful and knowing breach hereof prior to such termination.
9. Miscellaneous.
(a) All notices, requests, claims, demands and other communications under
this Agreement shall be in writing and shall be deemed given if delivered
personally or sent by overnight courier (providing proof of delivery) to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice): (i) if to Partner or Company, to the
appropriate address set forth in Section 9.02 of the Merger Agreement; and (ii)
if to a Stockholder, to the appropriate address set forth on Schedule A hereto.
(b) The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.
(c) This Agreement may be executed in two or more counterparts, all of
which shall be considered one and the same agreement and shall become effective
as to any Stockholder when one or more counterparts have been signed by each of
Partner, Company and such Stockholder and delivered to Partner, Company and such
Stockholder.
(d) This Agreement (including the documents and instruments referred to
herein) constitutes the entire agreement, and supersedes all prior agreements
and understandings, both written and oral, among the parties with respect to the
subject matter hereof, and this Agreement is not intended to confer upon any
other person (other than Merger Sub) any rights or remedies hereunder.
(e) This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Delaware, regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof.
(f) Neither this Agreement nor any of the rights, interests or obligations
under this Agreement shall be assigned, in whole or in part, by operation of law
or otherwise, by any of the parties without the prior written consent of the
other parties, except by laws of descent or as expressly provided by Section
3(a). Any assignment in violation of the foregoing shall be void.
(g) As between any Stockholder and Company, each of such parties agrees
that irreparable damage to the other, non-breaching party would occur and that
such non-breaching party would not have any adequate remedy at law in the event
that any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. It is accordingly agreed
that the non-breaching party shall be entitled to an injunction or injunctions
to prevent breaches by the other party of this Agreement and to enforce
specifically the terms and provisions of this Agreement in any Federal court
located in the State of Delaware or in any Delaware state court, this being in
addition to any other remedy to which it may be entitled at law or in equity. In
addition, each of the parties hereto (i) consents to submit such party to the
personal jurisdiction of any Federal court located in the State of Delaware or
any Delaware state court in the event any dispute arises out of this Agreement
or any of the transactions contemplated hereby and (ii) agrees that such party
will not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court.
A-1-4
5
(h) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, be held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions herein and the
application thereof to any other circumstances shall remain in full force and
effect, shall not in any way be affected, impaired or invalidated, and shall be
enforced to the fullest extent permitted by law.
(i) No amendment, modification or waiver in respect of this Agreement shall
be effective against any party unless it shall be in writing and signed by such
party.
[Remainder of this page intentionally left blank]
A-1-5
6
IN WITNESS WHEREOF, Stone Energy Corporation, Basin Exploration, Inc. and
the Stockholders party hereto have caused this Agreement to be duly executed and
delivered as of the date first written above.
STONE ENERGY CORPORATION
By:
----------------------------------
Name:
Title:
BASIN EXPLORATION, INC.
By:
----------------------------------
Name:
Title:
------------------------------------
Name: XXXXXXX X. XXXXX
------------------------------------
Name: XXXX X. XXXXXXXX
------------------------------------
Name: XXXXXX X. XXXXXX
------------------------------------
Name: XXXXXX X. XXXXXXXX
------------------------------------
Name: XXXX X. XXXXXX
------------------------------------
Name: J. XXXX XXXXXXXXX
------------------------------------
Name: XXXXXXX X. XXXXXXXX
------------------------------------
Name: XXXXX X. XXXXX
A-1-6
7
SCHEDULE A
