REGISTRATION RIGHTS AGREEMENT BY AND AMONG RIO VISTA ENERGY PARTNERS L.P. AND THE PURCHASERS NAMED ON SCHEDULE A HERETO
Exhibit 10.2
EXHIBIT A to Unit Purchase Agreement
BY AND AMONG
RIO VISTA ENERGY PARTNERS L.P.
AND
THE PURCHASERS NAMED ON SCHEDULE A HERETO
TABLE OF CONTENTS
| ARTICLE I DEFINITIONS | 1 | |||||
Section 1.01 |
Definitions | 1 | ||||
Section 1.02 |
Registrable Securities | 3 | ||||
Section 1.03 |
Rights and Obligations | 3 | ||||
| ARTICLE II REGISTRATION RIGHTS | 3 | |||||
Section 2.01 |
Shelf Registration | 3 | ||||
Section 2.02 |
Piggyback Rights | 6 | ||||
Section 2.03 |
Underwritten Offerings | 8 | ||||
Section 2.04 |
Sale Procedures | 9 | ||||
Section 2.05 |
Cooperation by Holders | 12 | ||||
Section 2.06 |
Restrictions on Public Sale by Holders of Registrable Securities | 13 | ||||
Section 2.07 |
Expenses | 13 | ||||
Section 2.08 |
Indemnification | 14 | ||||
Section 2.09 |
Rule 144 Reporting | 16 | ||||
Section 2.10 |
Transfer or Assignment of Registration Rights | 16 | ||||
Section 2.11 |
Limitation on Subsequent Registration Rights | 16 | ||||
| ARTICLE III MISCELLANEOUS | 17 | |||||
Section 3.01 |
Communications | 17 | ||||
Section 3.02 |
Successor and Assigns | 18 | ||||
Section 3.03 |
Assignment of Rights | 18 | ||||
Section 3.04 |
Recapitalization, Exchanges, Etc. Affecting the Units | 18 | ||||
Section 3.05 |
Aggregation of Purchased Units | 18 | ||||
Section 3.06 |
Specific Performance | 18 | ||||
Section 3.07 |
Counterparts | 19 | ||||
Section 3.08 |
Headings | 19 | ||||
Section 3.09 |
Governing Law | 19 | ||||
Section 3.10 |
Severability of Provisions | 19 | ||||
Section 3.11 |
Entire Agreement | 19 | ||||
Section 3.12 |
Amendment | 19 | ||||
Section 3.13 |
No Presumption | 19 | ||||
Section 3.14 |
Obligations Limited to Parties to Agreement | 20 | ||||
Section 3.15 |
Interpretation | 20 | ||||
Section 3.16 |
Equal Treatment of Purchasers. | 20 | ||||
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
December 3, 2007, by and among Rio Vista Energy Partners L.P., a Delaware limited partnership (the
“Partnership”), and each of the Purchasers set forth on Exhibit A to this Agreement
(each, a “Purchaser” and collectively, the “Purchasers”).
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:
“Agreement” has the meaning specified therefor in the introductory paragraph of this
Agreement.
“Effective Date Deadline” means the date that is 180 days after the Closing Date.
“Effectiveness Period” has the meaning specified therefor in Section 2.01(a)
of this Agreement.
“General Partner” means Rio Vista 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 the product of (a) $11.25 and (b)(i) the number
of Purchased Units purchased by such Purchaser, if no Rule 415 Event occurs, or (ii) in the event
of a Rule 415 Event, (A) the number of Units purchased by such Purchaser that are Covered
Registrable Securities that have not been registered by the Target Effective Date, plus (B) the
number of Units purchased by such Purchaser that are not Covered Registrable Securities that
have not been registered by the Effective Date Deadline (in each case, subject to adjustment for
unit splits, combinations and similar events).
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“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.
“Nasdaq” means The Nasdaq National Market.
“Opt Out Notice” has the meaning specified therefor in Section 2.02(a) of this
Agreement.
“Partnership” has the meaning specified therefor in the introductory paragraph 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.
“Purchaser Underwriter Registration Statement” has the meaning specified therefor in
Section 2.04(p) of this Agreement.
“Registrable Securities” means: (i) the Purchased Units and (ii) any Units issued as
Liquidated Damages pursuant to Section 2.01 of this Agreement, 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.
“Selling Holder Indemnified Persons” has the meaning specified therefor in Section
2.08(a) of this Agreement.
“Shelf Registration Statement” means a registration statement under the Securities Act
to permit the public 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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“Target Effective Date” means the date that is the earlier of the filing of the Form
10-K for the year ended December 31, 2007 but no later than April 14, 2008.
“Underwritten Offering” means an offering (including an offering pursuant to a Shelf
Registration Statement) in which 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 with respect to a Purchaser upon the first to occur of the following events:
(a) when a registration statement covering such Registrable Security becomes or has been declared
effective by the Commission and such Registrable Security has been sold or disposed of by such
Purchaser pursuant to such effective registration statement; (b) when such Registrable Security has
been disposed of by such Purchaser pursuant to any section of Rule 144 (or any similar provision
then in force) under the Securities Act; (c) when such Registrable Security can be disposed of by
such Purchaser pursuant to Rule 144 (or any similar provision then in force) under the Securities
Act; (d) when such Registrable Security is held by the Partnership or one of its subsidiaries; or
(e) when 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 pursuant to
Section 2.10 hereof.
Section 1.03 Rights and Obligations. Except for the rights and obligations under
Section 2.08 herein, all rights and obligations of each Purchaser under this Agreement, and
all rights and obligations of the Partnership under this Agreement with respect to such Purchaser,
shall terminate when such Purchaser is no longer a Holder.
Section 2.01 Shelf Registration.
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shall offer
such Holders the opportunity to include in
such Underwritten Offering such number of Registrable Securities (the “Included Registrable
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 Units in the Underwritten Offering, then (a) the Partnership
shall not be required to offer such opportunity to the Holders or (b) if any Registrable Securities
can be included in the Underwritten Offering in the opinion of the Managing Underwriter, 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); and provided, further, that the Partnership
shall not be obligated to include any Registrable Securities in any Underwritten Offering unless
the Holders request inclusion of at least $1.0 million of Registrable Securities in the aggregate
in such Underwritten Offering. Any 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 and receipt
of such notice shall be confirmed by the Holder. Each such Holder shall then have three (3)
Business Days after receiving such notice to request inclusion of Registrable Securities in the
Underwritten Offering, except that such Holder shall have one (1) 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 written 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 Underwritten Offering by giving
written notice to the Partnership of such withdrawal up to and including the time of pricing of
such Underwritten Offering. Notwithstanding the foregoing, any Holder holding $1,000,000 or more
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).
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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 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 best 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 best 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;
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(e) promptly notify each Selling Holder, at any time when a prospectus relating thereto is
required to be delivered by any of them 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) the receipt of 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;
(f) immediately notify each Selling Holder, 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 case of any prospectus contained
therein, in the light of the circumstances under which a statement is made); (ii) the issuance or
express 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 certified 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;
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(i) otherwise use its best 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; provided, that
the Partnership need not disclose any non-public information to any such representative unless and
until such representative has entered into a confidentiality agreement with the Partnership;
(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 best 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;
(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;
(o) if requested by a Purchaser, (i) incorporate in a prospectus supplement or post-effective
amendment such information as such Purchaser reasonably requests to be included therein relating to
the sale and distribution of Registrable Securities, including information with respect to the
number of Registrable Securities being offered or sold, the purchase price being paid therefor and
any other terms of the offering of the Registrable Securities to be sold in such offering; and (ii)
make all required filings of such prospectus supplement or post-effective amendment after being
notified of the matters to be incorporated in such prospectus supplement or post-effective
amendment; and
(p) The Partnership agrees that, if any Purchaser could reasonably be deemed to be an
“underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with the
registration statement in respect of any registration of the Registrable Securities of any
Purchaser pursuant to this Agreement, and any amendment or supplement thereof (any such
registration statement or amendment or supplement a “Purchaser Underwriter Registration
Statement”), then the Partnership will cooperate with such Purchaser in allowing such Purchaser
to conduct customary “underwriter’s due diligence” with respect to the Partnership and satisfy its
obligations in respect thereof.
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In addition, at any Purchaser’s request, the Partnership
will furnish to such Purchaser, on the date of the effectiveness of any Purchaser Underwriter
Registration Statement and thereafter from time to time on such dates as such Purchaser may
reasonably request, (i) a “cold comfort” letter, dated such date, from the Partnership’s
independent certified public accountants in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten public offering,
addressed to such Purchaser, and (ii) an opinion, dated as of such date, of counsel representing
the Partnership for purposes of such Purchaser Underwriter Registration Statement, in form, scope
and substance as is customarily given in an underwritten public offering, including a standard
“10b-5” opinion for such offering, addressed to such Purchaser; provided, however, that with
respect to any Placement Agent, the Partnership’s obligations with respect to this Section
2.04(p) shall be limited to one time, with an additional bring-down request within 30 days of
the date of such documents. The Partnership will also permit legal counsel to such Purchaser to
review and comment upon any such Purchaser Underwriter Registration Statement at least two (2)
Business Days prior to its filing with the Commission and all amendments and supplements to any
such Purchaser Underwriter Registration Statement within a reasonable number of days prior to their
filing with the Commission and not file any Purchaser Underwriter Registration Statement or
amendment or supplement thereto in a form to which such Purchaser’s legal counsel reasonably
objects in writing.
Each Selling Holder, upon receipt of written 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 offers and sales 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 Registrable Securities of a Holder in the Shelf Registration Statement or in an
Underwritten Offering pursuant to Section 2.02(a) who has failed to timely furnish such
information that the Partnership determines, after consultation with its counsel, is reasonably
required in order for the registration statement or prospectus supplement, as applicable, to comply
with the Securities Act, including the execution of the initial Selling Unitholder Notice and
Questionnaire attached at Exhibit B to this Agreement by the date specified thereon.
Section 2.06 Restrictions on Public Sale by Holders of Registrable Securities. For a
period of 365 days from the Closing Date, each Holder of Registrable Securities agrees not to
effect any public sale or distribution of any Registrable Securities during the 30-day period
beginning the day after the pricing date of an Underwritten Offering of equity securities by the
Partnership or its Affiliates (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 $1,000,000 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 Offering pursuant to Section 2.02 hereof, but is unable to do so as a result of the
priority provisions contained in Section 2.02(b) hereof.
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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 Indemnified Person for any legal or other expenses
reasonably incurred by them in connection with investigating or 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 Indemnified 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 Indemnified Person, and shall survive the transfer of such securities
by such Selling Holder.
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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 best 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;
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(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
(c) So long as a Holder owns any Registrable Securities, furnish, unless otherwise available
via Xxxxx, 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 $250,000 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. Except as set forth in
Section 3.02(g) or Schedule 3.02(g) of the Purchase Agreement, 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, (i) 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 or (ii) grant registration rights to any other Person that would be superior
to the Purchasers’ registration rights hereunder.
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 Purchasers, to the address set forth in Schedule 8.07 to the Purchase
Agreement,
with a copy to:
XxXxxxxxx Will & Xxxxx LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxxx X. Older, Esq.
Facsimile: (000) 000-0000
Email: xxxxxx@xxx.xxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxxx X. Older, Esq.
Facsimile: (000) 000-0000
Email: xxxxxx@xxx.xxx
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(b) if to a transferee of a Purchaser, to such Holder at the address provided pursuant to
Section 2.10 above; and
(c) if to the Partnership:
Rio Vista Energy Partners L.P.
0000 Xxxx Xxxxx Xxxxx, Xxxxx X
Xxxxxxxxxxx, Xxxxx 00000
Attention: Xx. Xxx X. Xxxxxxxx
Facsimile: (000) 000-0000
Email: XXXXXX0@xxx.xxx
0000 Xxxx Xxxxx Xxxxx, Xxxxx X
Xxxxxxxxxxx, Xxxxx 00000
Attention: Xx. Xxx X. Xxxxxxxx
Facsimile: (000) 000-0000
Email: XXXXXX0@xxx.xxx
with a copy to:
Xx. Xxx X. Xxxxxxxx
000 Xxxxxx Xxxxxx, Xxxxx 000
Xx Xxxxxxx, Xxxxxxxxxx 00000
Facsimile: (000) 000-0000
Email: XXXXXX0@xxx.xxx
000 Xxxxxx Xxxxxx, Xxxxx 000
Xx Xxxxxxx, Xxxxxxxxxx 00000
Facsimile: (000) 000-0000
Email: XXXXXX0@xxx.xxx
And with an additional copy to:
Xxxxxxx Xxxxx LLP
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxx X. Xxxxxxxxxx
Facsimile: (000) 000-0000
Email: xxxxxxxxxxx@xxxxx.xxx
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxx X. Xxxxxxxxxx
Facsimile: (000) 000-0000
Email: xxxxxxxxxxx@xxxxx.xxx
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 3.02 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 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.
17
Section 3.05 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 3.06 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 conflicts of Laws that would apply the substantive law of
some other jurisdiction.
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
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.
18
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 Obligations Limited to Parties to Agreement. Each of the parties hereto
covenants, agrees and acknowledges that no Person other than the Purchasers (and their permitted
assignees) and the Partnership 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 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 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, 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 be 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 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 3.15 Interpretation. Article, Section, Schedule and Exhibit
references are 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 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.
Section 3.16 Equal Treatment of Purchasers. Neither the Partnership nor any of its
Affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way
of interest, fee, payment for the redemptions or exchange of Registrable Securities, or otherwise,
to any holder of Registrable Securities for or as an inducement to, or in connection with
solicitation of, any consent, waiver or amendment of any terms or provisions of the Registrable
Securities or this Agreement or any of the other agreements referred to in this Agreement unless
such consideration is paid to all Holders bound by such consent, waiver or amendment, whether or
not such holders so consent, waive or agree to amend.
[Signature pages follow]
19
IN WITNESS WHEREOF, the parties hereto execute this Registration Rights Agreement, effective
as of the date first above written.
| RIO VISTA ENERGY PARTNERS L.P. | ||||
| By: | RIO VISTA GP LLC, its General Partner |
|||
| By: | /s/ Xxx Xxxxxxxx | |||
| Name: | Xxx Xxxxxxxx | |||
| Title: | Acting CEO and Acting President | |||
[Signature Page to Registration Rights Agreement]
| STANDARD GENERAL FUND L.P. | ||||
| By: | STANDARD GENERAL GP LLC, its general partner |
|||
| By: | STANDARD GENERAL MANAGEMENT LLC, its Managing Member |
|||
| By: | /s/ Xxxxxxxx Xxxxxx | |||
| Name: | Xxxxxxxx Xxxxxx | |||
| Title: | Co-Managing Member | |||
[Signature Page to Registration Rights Agreement]
| CREDIT SUISSE MANAGEMENT LLC | ||||
| By: | /s/ Xxxxxx Xxxx | |||
| Name: | Xxxxxx Xxxx | |||
| Title: | Director | |||
[Signature Page to Registration Rights Agreement]
| STRUCTURED FINANCE AMERICAS, LLC | ||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Vice President | |||
[Signature Page to Registration Rights Agreement]
Exhibit A
Purchasers
Standard General Fund L.P.
Credit Suisse Management LLC
Structured Finance Americas, LLC
Exhibit A - 1
Exhibit B
RIO VISTA ENERGY PARTNERS L.P.
Selling Unitholder Notice and Questionnaire
Beneficial owners of our Units that do not complete this Notice and Questionnaire and deliver
it to us as provided below will not be named as selling unitholders in the initial registration
statement that will be filed by Rio Vista Energy Partners L.P. with the Securities and Exchange
Commission.
Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire as
promptly as practicable after their acquisition of Registrable Securities, and in any case no later
than [
____________
], 2007, so that such beneficial owners may be named. Please see the fax, email
and other contact information on the signature page below.
Certain legal consequences arise from being named a selling stockholder. Beneficial owners
are advised to consult their own securities law counsel regarding being named or not being named a
selling unitholder in the registration statement.
The undersigned beneficial owner (the “Selling Unitholder”) of Units representing
limited partner interests (“Units”) in Rio Vista Energy Partners L.P. (the
“Partnership”) acquired in a private placement by the Partnership (such Units, the
“Registrable Securities”) hereby gives notice to the Partnership of its intention to sell
or otherwise dispose of Registrable Securities beneficially owned by it and listed below in Item 3
(unless otherwise specified under Item 3) pursuant to a registration statement to be filed by the
Partnership (the “Shelf Registration Statement”) with the Securities and Exchange
Commission. The undersigned, by signing and returning this Notice and Questionnaire, understands
that it will be bound by the terms and conditions of this Notice and Questionnaire and the
Registration Rights Agreement, including the indemnification provisions thereof.
The undersigned hereby provides the following information to the Partnership and represents
and warrants that such information is accurate and complete as of the date hereof and undertakes to
provide the Partnership with updates of this information.
Exhibit B - 1
Questionnaire
| 1. | (a) | Full legal name of Selling Unitholder: |
|
| (b) | Full legal name of the broker-dealer or other third party
through which Registrable Securities listed in Item (3)
below are held: |
||
| (c) | Full legal name of The Depository Trust Company participant
(if applicable and if not the same as (b) above) through
which Registrable Securities listed in (3) below are held: |
||
| (d) | Full legal name of The Depository Trust Company participant
(if applicable and if not the same as (b) above) through
which Registrable Securities listed in (3) below are held: |
| 2. | Address for Notices to Selling Unitholder: |
| Email: | ||||
| Telephone, including area code: | ||||
| Fax, including area code: | ||||
| Contact Person: | ||||
| 3. | Ownership of Registrable Securities and Other Securities: |
Number of Units of Registrable Securities Beneficially Owned: |
|||
Unless otherwise indicated in the space provided below, all
Registrable Securities listed in response to Item (3) above
will be included in the Shelf Registration Statement. If
the undersigned does not wish all such Registrable
Securities to be so included, please indicate below the
number of shares to be included: |
Exhibit B - 2
A “beneficial owner” of a security includes: |
| (1) | Any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or
shares: |
| (a) | voting power which includes the power to vote, or to direct the
voting of, such security; and/or, |
||
| (b) | investment power which includes the power to dispose, or to
direct the disposition of, such security; |
| (2) | Any person who, directly or indirectly, creates or uses a
trust, proxy, power of attorney, pooling arrangement or any other
contract, arrangement, or device with the purpose or effect of
divesting such person of beneficial ownership of a security or
preventing the vesting of such beneficial ownership as part of a
plan or scheme to evade the reporting requirements of section 13(d)
or (g) of the Securities Exchange Act of 1934, as amended; and |
||
| (3) | Any person who has the right to acquire “beneficial ownership"
(defined by reference to paragraph (1) above) of such security
within sixty days, including but not limited to any right to
acquire: (a) through the exercise of any option, warrant or right;
(b) through the conversion of a security; (c) pursuant to the power
to revoke a trust, discretionary account, or similar arrangement;
or (d) pursuant to the automatic termination of a trust,
discretionary account or similar arrangement; provided, however,
any person who acquires a security or power specified in clauses
(a), (b) or (c) above, with the purpose or effect of changing or
influencing the control of the issuer, or in connection with or as
a participant in any transaction having such purpose or effect,
immediately upon such acquisition shall be deemed to be the
beneficial owner of the securities which may be acquired through
the exercise or conversion of such security or power. |
| 4. | Ownership of Other Securities Owned by the Selling Unitholder: |
| (a) | Number of Other Securities of the Partnership beneficially owned by
the Selling Unitholder: |
||
| (b) | CUSIP No(s).of such other Partnership securities beneficially owned: |
Exhibit B - 3
| 5. | Voting or Investment Power Over the Selling Unitholder: |
| (a) | Names of natural persons or entities who have sole or shared
investment power over the Registrable Securities and other
securities owned by the Selling Unitholder. For purposes of
this Item 5, “voting power” includes the power to vote or
direct the voting of such securities, and “investment power"
includes the power to dispose or direct the disposition of
such securities. |
||
| (b) | Describe whether the natural persons or entities named in
Item 5(a) have sole voting or investment power over the
Registrable Securities and other securities owned by the
Selling Unitholder. |
| 6. | Relationships with the Partnership |
Exhibit B - 4
| 7. | Plan of distribution: |
|
Except as set forth below, the undersigned (including its donees or
pledgees) intends to distribute the Registrable Securities listed
above in Item (3) pursuant to the Shelf Registration Statement only as
follows (if at all): Such Registrable Securities may be sold from time
to time directly by the undersigned or alternatively through
underwriters or broker-dealers or agents. If the Registrable
Securities are sold through underwriters or broker-dealers, the
Selling Unitholder will be responsible for underwriting discounts or
commissions and agents’ commissions. Such Registrable Securities may
be sold in one or more transactions at fixed prices, at prevailing
market prices at the time of sale, at varying prices determined at the
time of sale, or at negotiated prices. Such sales may be effected in
transactions (which may involve block transactions) (i) on any
national securities exchange or quotation service on which the
Registrable Securities may be listed or quoted at the time of sale,
(ii) in the over-the-counter market, (iii) in transactions otherwise
than on such exchanges or services or in the over-the-counter market
or (iv) through the writing of options. In connection with the sales
of Registrable Securities or otherwise, the undersigned may enter into
hedging transactions with broker-dealers, which may in turn engage in
short sales of Registrable Securities in the course of hedging
positions they assume. The undersigned may also sell Registrable
Securities short and deliver Registrable Securities to close out short
positions, or loan or pledge Registrable Securities to broker-dealers
that in turn may sell such securities. The Selling Unitholder may
pledge or grant a security interest in some or all of the Registrable
Securities owned by it and, if it defaults in the performance of its
secured obligations, the pledgees or secured parties may offer and
sell the Registrable Securities from time to time. The Selling
Unitholder also may transfer and donate Registrable Securities in
other circumstances in which case the transferees, donees, pledgees or
other successors in interest will be the Selling Unitholder for
purposes of the prospectus. |
||
State any exceptions here: |
Exhibit B - 5
The undersigned acknowledges that it understands its obligation to comply with the provisions
of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock
manipulation, particularly Regulation M thereunder (or any successor rules or regulations) and the
provisions of the Securities Act relating to prospectus delivery, in connection with any offering
of Registrable Securities pursuant to the Shelf Registration Statement. The undersigned agrees
that neither it nor any person acting on its behalf will engage in any transaction in violation of
such provisions.
The Selling Unitholder hereby acknowledges its obligations under the Registration Rights
Agreement to indemnify and hold harmless certain persons set forth therein.
In accordance with the undersigned’s obligation under the Registration Rights Agreement to
provide such information as may be required by Law for inclusion in the Shelf Registration
Statement, the undersigned agrees to promptly notify the Partnership of any inaccuracies or changes
in the information provided herein that may occur subsequent to the date hereof at any time while
the Shelf Registration Statement remains effective.
All notices hereunder and pursuant to the Registration Rights Agreement shall be made in
writing at the address set forth below.
By signing below, the undersigned consents to the disclosure of the information contained
herein in its answers to items (1) through (7) above and the inclusion of such information in the
Shelf Registration Statement and the related prospectus. The undersigned understands that such
information will be relied upon by the Partnership in connection with the preparation or amendment
of the Shelf Registration Statement and the related prospectus.
By signing below, the undersigned agrees that if the Partnership notifies the undersigned in
writing that the Shelf Registration Statement is not available, the undersigned will suspend use of
the prospectus until receipt of written notice from the Partnership that the prospectus is again
available.
Exhibit B - 6
| Beneficial Owner | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
Dated: _________________
PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE: (1) by fax or email by
[
_________________
], 2007 to:
RIO VISTA ENERGY PARTNERS L.P.
0000 Xxxx Xxxxx Xxxxx, Xxxxx X
Xxxxxxxxxxx, Xxxxx 00000
Attention: Xx. Xxx X. Xxxxxxxx
Facsimile: (000) 000-0000
Email: XXXXXX0@xxx.xxx
0000 Xxxx Xxxxx Xxxxx, Xxxxx X
Xxxxxxxxxxx, Xxxxx 00000
Attention: Xx. Xxx X. Xxxxxxxx
Facsimile: (000) 000-0000
Email: XXXXXX0@xxx.xxx
and (2) return the original, executed notice and questionnaire to the same at the address above.
Exhibit B - 7