EXHIBIT 10.2
MEMORANDUM OF AGREEMENT
SALEFORM 1993
Dated: August 31, 1995
FPS II, Inc., as holder of legal title for the benefit of DeepFlex
Production Partners, L.P. hereinafter called the Sellers, have agreed to
sell, and Reading & Xxxxx (U.K.) Limited hereinafter called the Buyers,
have agreed to buy
Name: FPS XXXXX XXXXXXXXXXXX (ex- TREASURE DRILLER)
Classification Society/Class: DnV/+1A1 Column Stabilized Unit, Drilling
Vessel
Built: 1974 By: Bethlehem Beaumont, Texas
Flag: Bahamas Place of Registration: Nassau, Commonwealth of Bahamas
Call Sign: C6IF8 Grt/Nrt: 9199/7267
Register Number:
hereinafter called the Vessel, on the following terms and conditions:
Definitions
"Banking days" are days on which banks are open both in the country of
the currency stipulated for the Purchase Price in Clause 1 and in the
place of closing stipulated in Clause 8.
"In writing" or "written" means a letter handed over from the Sellers to
the Buyers or vice versa, a registered letter, telex, telefax or other
modem form of written communication.
"Classification Society" or "Class" means the Society referred to above.
1. Purchase Price EIGHTEEN MILLION DOLLARS (U.S. $18,000,000.-)
2. Deposit None
3. Payment
The Purchase Price shall be comprised of: (a) a cash portion of
$3,000,000, (b) a waiver and release by Buyers' affiliates of receivables
amounting to $292,319 owing to Buyers' affiliates by Sellers' affiliates,
substantially in the form attached as Exhibit "A" of this Agreement, to
be delivered by Buyers at closing and (c) a certificate representing
1,232,057 shares of the common stock of Reading & Xxxxx Corporation
("RBC") (the "Shares") to be delivered by Buyers at closing. The rights
and obligations of the parties with respect to the Shares are as set out
in the Common Stock Issuance Agreement to be executed and delivered by
Sellers and RBC concurrently upon execution of this Agreement,
substantially in the form attached as Exhibit "B" to this Agreement.
The cash portion of said Purchase Price shall be paid in full free of
bank charges to Sellers' account (at a bank designated by Sellers in
writing to Buyers within 5 U.S. business days from the date of this
Agreement) at closing on delivery of the Vessel, but not later than 3
banking days after the Vessel is in every respect physically ready for
delivery in accordance with the terms and conditions of the Agreement and
Notice of Readiness has been given in accordance with Clause 5.
4. Inspections
a) The Buyers have inspected and accepted the Vessel's classification
records. The Buyers have also inspected the Vessel at/in
Invergordon, Scotland on August 29, 1995 and have accepted the
vessel following this inspection and the sale is outright and
definite, subject only to the terms and conditions of this
Agreement.
b) Deleted
5. Notices, time and place of delivery
a) Deleted
b) The Vessel shall be delivered and taken over safely afloat at its
present location at Invergordon, Scotland.
Expected time of delivery: September 15, 1995
Date of cancelling (See Clauses 5 c) and 14):October 31, 1995
c) Should the Vessel become an actual, constructive or compromised
total loss before delivery, this Agreement shall be null and void,
and none of the parties shall have any liability or obligation
hereunder. In the event the Vessel suffers damage before the
delivery and such damage does not constitute an actual,
constructive or compromised total loss, and Sellers determine that
such damage cannot be repaired prior to October 31, 1995, the
Sellers shall notify the Buyers in writing stating the date on
which Sellers anticipate the Vessel will be ready for delivery and
proposing a new cancelling date. Within 5 business days of the
receipt of such notification, the Buyers shall have the option of
either cancelling this Agreement, without further liability to
either party, or accepting such new cancelling date proposed in
Sellers' notification. This new cancelling date shall be further
extended to the extent that the Vessel is not repaired on or before
such date due to reasons of force majeure.
d) Deleted
6. Deleted
7. Spares/bunkers, etc.
The Sellers shall deliver the Vessel to the Buyers with everything
belonging to her on board and on shore. All spare parts and spare
equipment including spare thruster shafts(s) and/or spare
propeller(s)/propeller blade(s), if any, belonging to the Vessel at the
time of inspection used or unused, whether on board or not shall become
the Buyers' property, but unpaid spares on order are to be excluded.
Forwarding charges, if any, shall be for the Buyers' account. The
Sellers are not required to replace spare parts including spare thruster
shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of
spare and used as replacement prior to delivery, but the replaced items
shall be the property of the Buyers. The radio installation and
navigational equipment shall be included in the sale without extra
payment if they are the property of the Sellers. Unused stores and
provisions shall be included in the sale and be taken over by the Buyers
without extra payment.
The Sellers have the right to take ashore crockery, plates, cutlery,
linen and other articles bearing the Sellers' flag or name, provided they
replace same with similar unmarked items. Library, forms, etc.,
exclusively for use in the Sellers' vessel(s), shall be excluded without
compensation. Captain's, Officers' and Crew's personal belongings
including the slop chest are to be excluded from the sale, as well as the
following additional items (including items on hire): Leased or third
party owned equipment, if any, temporarily installed on the Vessel.
The Buyers shall take over the remaining bunkers and unused lubricating
oils in storage tanks and sealed drums.
8. Documentation
The place of closing:
In exchange for payment of the Purchase Price the Sellers shall furnish
the Buyers with delivery documents, namely:
a) Legal Xxxx of Sale in a form recordable in The Bahamas (the country
in which the Buyers are to register the Vessel), warranting that
the Vessel is free from all encumbrances, mortgages and maritime
liens or any other debts or claims or liens whatsoever, duly
notarially attested and legalized by the consul of such country or
other competent authority.
b) Current Certificate of Ownership issued by the competent
authorities of the flag state of the Vessel.
c) Deleted
d) Current Certificate issued by the competent authorities stating
that the Vessel is free from registered encumbrances.
e) Certificate of Deletion of the Vessel from the Vessel's registry or
other official evidence of deletion appropriate to the Vessel's
registry at the time of delivery, or, in the event that the
registry does not as a matter of practice issue such documentation
immediately, a written undertaking by the Sellers to effect
deletion from the Vessel's registry forthwith and furnish a
Certificate or other official evidence of deletion to the Buyers
promptly and latest within 4 (four) weeks after the Purchase Price
has been paid and the Vessel has been delivered.
f) Any such additional documents as may reasonably be required by the
competent authorities for the purpose of registering the Vessel,
provided the Buyers notify the Sellers of any such documents as
soon as possible after the date of this Agreement. The additional
documentation listed in Clause 17 below.
At the time of delivery the Buyers and Sellers shall sign and deliver to
each other a Protocol of Delivery and Acceptance confirming the date and
time of delivery of the Vessel from the Sellers to the Buyers.
At the time of delivery the Sellers shall hand to the Buyers the files
and records as well as all plans etc., specifications, drawings ("as
built"), operation and other manuals pertaining to the Vessel and her
equipment which are on board the Vessel. Other certificates which are on
board the Vessel shall also be handed over to the Buyers unless the
Sellers are required to retain same, in which case the Buyers to have the
right to take copies. Other technical documentation which may be in the
Sellers' possession shall be promptly forwarded to the Buyers at their
expense, if they so request. The Sellers may keep the Vessel's log books
but the Buyers to have the right to take copies of same. Buyers
acknowledge that sellers have done engineering work and drawings that
relate to the conversion of the Vessel to a floating production system.
Such work and drawings are not a part of this sale and shall remain the
exclusive property of Sellers.
9. Encumbrances
The Sellers warrant that the Vessel, at the time of delivery, is free
from all charters, encumbrances, mortgages and maritime liens or any
other debts or liens whatsoever. The Sellers hereby undertake to defend
and indemnify the Buyers against all consequences of claims made against
the Vessel which have been incurred prior to the time of delivery.
10. Taxes, etc.
Any taxes, fees and expenses in connection with the purchase and
registration under the Buyers' flag shall be for the Buyers' account,
whereas similar charges in connection with the closing of the Sellers'
register shall be for the Sellers' account. Any taxes, charges, fees,
customs duties or other charges arising as a result of the sale of the
Vessel hereunder shall be for the Sellers' account.
11. Condition on delivery
The Vessel with everything belonging to her shall be at the Sellers' risk
and expense until she is delivered to the Buyers, but subject to the
terms and conditions of the Agreement she shall be delivered and taken
over as she was at the time of inspection, fair wear and tear excepted
free and clear of all debts, liens and encumbrances of whatever nature.
"Inspection in this Clause 11 shall mean the Buyers' inspection according
to Clause 4 a), if applicable, or the Buyers' inspection prior to the
signing of this Agreement. If the Vessel is taken over without
inspection, the date of the Agreement shall be the relevant date.
* Notes, if any, in the surveyor's report which are accepted by the
Classification Society without condition/recommendation are not to
be taken into account.
12. Name/markings
Upon delivery the Buyers undertake to change the name of the Vessel and
alter funnel markings.
13. Buyers' default
In the event Buyers shall default in the performance of this Agreement,
Sellers may at their option cancel this Agreement, in addition to any
other right or remedy available at law or equity.
14. Sellers' default
In the event Sellers shall default in the performance of this Agreement,
Buyers may at their option cancel this Agreement, in addition to any
other right or remedy available at law or equity.
15. Buyers' representatives
After this Agreement has been signed by both parties and the deposit has
been lodged, the Buyers have the right to place two representatives on
board the Vessel at their sole risk and expense. These representatives
are on board for the purpose of familiarization and in the capacity of
observers only, and they shall not interfere in any respect with the
operation of the Vessel. The Buyers' representatives shall sign the
Sellers' letter of indemnity prior to their embarkation.
16. Arbitration
a) Deleted
b) This Agreement shall be governed by and construed in accordance
with Title 9 of the United States Code and the Law of the State of
New York and should any dispute arise out of this Agreement, the
matter in dispute shall be referred to three persons at New York,
one to be appointed by each of the parties hereto, and the third by
the two so chosen; their decision or that of any two of them shall
be final, and for purpose of enforcing any award, this Agreement
may be made a rule of the Court.
The proceeding shall be conducted in accordance with the rules of
the Society of Maritime Arbitrators, Inc. New York.
c) Deleted
17. Additional Closing Documentation
At the time of delivery of the vessel, the Sellers shall provide to the
Buyers the following documents (in addition to those required elsewhere
in this Agreement) in form and substance reasonably satisfactory to
Buyers:
a. Certified and notarized true copies of Sellers' board
resolutions authorizing sale of the Vessel;
x. Xxxxxxx' power of attorney notarized (and legalized by the
Bahamanian consul, if required by laws of Bahamas); and
c. Certificate of Encumbancy.
18. Indemnification
Sellers agree to defend, indemnify and hold harmless Buyers, their
parent, subsidiary and affiliated companies, their agents, directors,
officers and employees, and each of them (collectively the "Buyers'
Group"), from any and all claims, demands, actions, damages, losses and
expenses, including court costs and reasonable attorneys' fees, for loss,
damage or injury (including death resulting therefrom) to person or
property, whether in tort or contract, arising out of, incidental to, or
in connection with operations of the Vessel at any time prior to the
delivery of the Vessel by the Sellers to the Buyers hereunder, regardless
of whether any such claim, demand or action is asserted before or after
such delivery and regardless of whether Buyers Group, or any of them, was
or may be alleged to have been negligent, strictly liable or otherwise
legally responsible.
Buyers agree to defend, indemnify and hold harmless Sellers, their
parent, subsidiary and affiliated companies, their agents, directors,
officers, and employees, and each of them (collectively the "Sellers
Group"), from any and all claims, demands, actions, damages, losses and
expenses, including court costs and reasonable attorneys' fees, for loss,
damage or injury (including death resulting therefrom) to person or
property, whether in tort or contract, arising out of, incidental to or
in connection with operations of the Vessel at any time subsequent to
delivery of the Vessel by the Sellers to the Buyers hereunder, regardless
of whether any such claim, demand or action is asserted before or after
such delivery and regardless of whether the Sellers Group, or any of
them, was or may be alleged to have been negligent, strictly liable or
otherwise legally responsible.
19. Agents and Brokers
Sellers shall be responsible for payment of a one percent (1%) commission
on the Purchase Price payable to Fearnley Offshore AS, which may be paid
in cash or stock (subject to the same terms as applicable to Sellers) to
be received by Sellers pursuant to this Agreement. Except for such
commission, each party represents and warrants that it has not retained
or employed any broker, finder or agent or taken any action that would
give rise to any claim for a commission, finder's fee or other similar
payment with respect to the sale of the Vessel and shall defend,
indemnify and hold harmless the other parties hereto from any and all
claims, demands or causes of action with respect thereto.
20. Consequential Damages
In no event shall either party hereto be liable to the other for loss of
profits, business interruption, loss of production or gains or any other
incidental, consequential or special damages in any manner arising out of
this Agreement.
21. Assignment
This Agreement shall not be assignable, in whole or in part, by either
party hereto, without the prior written consent of the other party
hereto, except that either party may assign all of their rights, title
and interest in this Agreement (including, inter alia, in the case of the
Buyers the right to take delivery of the Vessel subject to the terms of
this Agreement) to any direct or indirect subsidiary or affiliated
company, provided that the assigning party shall remain primarily
responsible for the performance of its duties and obligations under this
Agreement.
22. Additional Closing Documentation - Buyers
Buyers shall deliver at closing the following:
a. Certificate representing 1,232,057 shares of common stock of
Reading & Xxxxx Corporation registered, as specified in the
Common Stock Issuance Agreement, and bearing the restrictive
legend referred to in Section 3(b) of the Common Stock
Issuance Agreement at even date between Sellers and Reading &
Xxxxx Corporation;
b. Corporate resolutions and encumbancy certificates for Buyers
and Reading & Xxxxx Corporation; and
c. Opinion of counsel of Reading & Xxxxx Corporation, in form and
substance reasonably satisfactory to Sellers, that such shares
of common stock of Reading & Xxxxx Corporation to be delivered
at closing have been duly authorized, validly issued and are
fully paid and nonassessable.
23. Condition Subsequent
Sellers' obligations under this Agreement are subject to approval
of the Board of Directors of DeepTech International Inc. and the
Management Committee of DeepFlex Production Partners, L.P. which
Sellers undertake to obtain on or before 5:00 p.m., Central
Daylight Time, September 8, 1995. If such approvals are not
obtained on or before such time, either party shall be entitled to
terminate this Agreement by delivery of written notice to the other
party. Upon delivery of such notice, this Agreement shall be null
and void, and neither party will have any liability or obligation
hereunder.
Reading & Xxxxx Corporation has executed this document to evidence its
direct obligations under Clauses 3 and 22 and to unconditionally
guarantee the obligations of Reading & Xxxxx (U. K.) Limited.
FPS II, Inc., as holder of legal title for
the benefit of DeepFlex Partners, L. P.
By: ________________________________________
Its: _______________________________________
READING & XXXXX (U. K.) LIMITED
By: ________________________________________
Its: _______________________________________
READING & XXXXX CORPORATION
By: _________________________________________
Its: _________________________________________
The undersigned, DeepFlex Partners, L. P., acting through its duly
appointed General Partner, ____________, hereby approves and consents to
FPS II, Inc. entering into the foregoing Memorandum of Agreement, on the
terms and conditions set forth therein, as fully and to the same extent
as had DeepFlex Partners, L.P. been a party thereto.
Date: August 31, 1995 DEEPFLEX PARTNERS, L.P.
By: DeepFlex Holdings L.L.C.
Its: General Partner
By: __________________________
Its: __________________________
EXHIBIT "A"
WAIVER AND RELEASE
FOR VALUE RECEIVED, Reading & Xxxxx Development Co. hereby waives
any and all rights it may have, and releases FPS 1, Inc. from any
liabilities, for payment of the following issued and outstanding
invoices:
Invoice Date Invoice No. Invoice Amount
------------ ----------- --------------
03/08/95 400-0030 750.00
03/07/95 400-0009 73,747.95
03/08/95 040-0010 6,792.62
04/10/95 040-0011 63,689.25
04/10/95 040-0012 23,410.66
05/09/95 040-0013 20,556.91
06/13/95 040-0014 273.38
03/08/95 430-0010 48,532.09
03/08/95 430-0011 19,329.40
04/10/95 430-0012 34,145.79
04/10/95 430-0013 632.22
05/09/95 430-0014 458.82
-----------
Total Amount of Outstanding Invoices $292,319.09
===========
IN WITNESS WHEREOF, Reading & Xxxxx Development Co. has caused
this waiver and release to be duly executed, delivered and effective on
this 15th day of September, 1995.
READING & XXXXX DEVELOPMENT CO.
By: _________________________
Its: _________________________
EXHIBIT "B"
COMMON STOCK ISSUANCE AGREEMENT
This Common Stock Issuance Agreement (the "Agreement") is dated as
of August 31, 1995, by and between Reading and Xxxxx Corporation (the
"Company") and DeepFlex Production Partners L.P. (the "Purchaser").
Capitalized terms used but not defined herein are used as defined in the
Memorandum of Agreement dated August 31, 1995 between the Company and FPS
II, Inc. on behalf of the Purchaser (the "Purchase Agreement").
Recitals
1. Each of the Company and FPS II, Inc., as holder of legal
title for the benefit of DeepFlex Production Partners L.P. of that
certain semisubmersible drilling rig "FPS XXXXX XXXXXXXXXXXX" (EX-
"TREASURE DRILLER") registered in the Commonwealth of Bahamas, has
entered into and agreed to perform the Purchase Agreement.
2. In connection with the transactions contemplated by the
Purchase Agreement, the Company has agreed to issue certain shares (the
"Shares") of its Common Stock, $.05 par value (the "Common Stock"), to
the Purchaser as provided in the Purchase Agreement.
3. The Purchaser has requested that the Company undertake to
register the Shares under the Securities Act of 1933, as amended (the
"Act"), for resale from time to time following the date of the closing
referred to in the Purchase Agreement (the "Closing Date").
Accordingly, in consideration of the premises and the mutual
agreements contained herein and in the Purchase Agreement, the parties
hereto hereby agree as follows:
Section 1. Agreements to Issue and Purchase.
Subject to all the terms and conditions set forth herein and in
the Purchase Agreement, (i) the Company hereby agrees to issue and sell
in a private offering to the Purchaser and (ii) the Purchaser agrees to
acquire from the Company, 1,232,057 Shares.
Section 2. Delivery of the Shares.
Issuance and delivery to the Purchaser (or its nominee as
described in Section 9(i) hereof) of the Shares by the Company shall be
made at the closing referred to in the Purchase Agreement promptly
following the receipt by the Company of listing approval for the Shares
on the New York Stock Exchange. The place and time of delivery for the
Shares may be varied by agreement between the Purchaser and the Company.
Section 3. Legends; Transfer Restrictions.
(a) To insure compliance with the applicable provisions of the
Act and the terms of this Agreement, no Shares shall be sold or
transferred except in a transaction permitted by this Section 3 or
involving the registration of such Shares under the Act.
(b) Except as otherwise provided in Section 3(e) hereof, each
certificate for any Shares shall be issued with a legend in substantially
the following form:
"The transfer of the securities represented by this certificate is
subject to the conditions specified in that certain Common Stock
Issuance Agreement dated as of August 31, 1995, with Reading &
Xxxxx Corporation (the "Company"), as the same may from time to
time be amended. The securities represented by this certificate
have not been registered under the United States Securities Act of
1933, as amended (the "Securities Act"), or under any state
securities or laws and may not be offered or sold unless such
offer or sale is made pursuant to an effective registration
statement under the Securities Act or is made in a transaction
exempt from the registration requirements of the Securities Act
and applicable state securities laws.
(c) Each holder of Shares shall have the right to transfer
Shares (i) to any Person who agrees in writing to take the same subject
to the terms and provisions of this Agreement or (ii) pursuant to Rule
144 or Regulation S under the Act or any successor rule or regulation
thereto; provided, that in the case of clause (i) above, no such transfer
shall be effective unless the written agreement providing for such
transfer includes representations and warranties (expressed to be for the
benefit of the Company as well as all other holders of Shares)
substantially in the form set forth in Section 6 hereof (other than
clause (e) thereof) and signed counterparts of such agreement are
delivered to the Company. Each such transferee shall be subject to the
same transfer restrictions imposed by this Agreement.
(d) Notwithstanding anything to the contrary in this Agreement,
no holder of Shares shall transfer any Shares pursuant to Section 3(c)
hereof, and no such transfer shall be effective, unless such holder has
delivered to the Company an opinion of counsel reasonably satisfactory to
the Company (which counsel may include attorneys who are employees of
such holder) that registration in respect of such transfer is not
required under the Act.
(e) Notwithstanding the foregoing provisions of this Section 3,
all of the restrictions imposed hereby upon the transferability of the
Shares shall terminate as to such Shares when:
(i) they have been registered under the Act and sold in
accordance with such registration; or
(ii) counsel reasonably satisfactory to the Company has rendered
an opinion to the Company that all of the Shares may be freely sold
to the public without compliance with the registration provisions of
the Act or any volume or manner of sale restrictions under Rule 144;
or
(iii) counsel reasonably satisfactory to the Company has rendered
an opinion to the Company that such Shares may be freely sold to the
public without compliance with the registration provisions of the
Act.
Whenever the restrictions imposed by this Section 3 terminate as
to any Shares, the holder thereof shall be entitled to receive from the
Company, upon certification by the holder as to the circumstances of such
termination to the reasonable satisfaction of the Company, without
expense, a new certificate not bearing the legends otherwise required
pursuant to this Section 3.
Section 4. Registration by the Company.
The Company and the Purchaser hereby agree as follows:
(a) The Company undertakes and agrees to take all action
required to permit the holders of the Shares to offer and sell the Shares
pursuant to an effective registration statement covering the Shares (a
"Registration Statement") at all times during the Registration Period (as
defined below) and to ensure that one or more Registration Statement(s)
and any related prospectus (each, a "Prospectus") remain continuously
effective and in full compliance with all applicable provisions of the
Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and the respective rules and regulations of the Securities and Exchange
Commission (the "Commission") thereunder (the "Rules and Regulations")
until the end of the Registration Period. In furtherance of the
foregoing, the Company shall file a "shelf" Registration Statement within
30 days of the Closing Date and shall thereafter use its best efforts to
cause such Registration Statement to be declared effective as soon
thereafter as practicable.
(b) The "Registration Period" shall begin on the date that a
Registration Statement with respect to the Shares is declared effective
and shall continue until terminated by the Company by notice to the
holders of Shares; provided, that the Company shall not terminate the
Registration Period prior to the earlier to occur of (i) the first
anniversary of the date on which the Registration Statement is first
decalared effective or (ii) the sale of all of the Shares pursuant to a
Registration Statement. Notwithstanding the foregoing, the Registration
Period shall be extended by a period of time following such first
anniversary equal to any period of time that offers and sales of Shares
under the Registration Statement are prevented by any stop order,
injunction or other action of the Commission or any Notice of Amendment
pursuant to Section 4(e).
(c) During the Registration Period, the Company will advise
holders of Shares promptly in writing: (i) of any request by the
Commission for amendment of or a supplement to the Registration Statement
or the Prospectus or for additional information; (ii) of the issuance of
any stop order suspending the effectiveness of the Registration Statement
or of the suspension of qualification of the Shares for offering or sale
in any jurisdiction or the initiation of any proceeding for such purpose;
and (iii) of any change in the Company's condition (financial or other)
business, prospects, properties, net worth or results of operations, or
of the happening of any event, which makes any statement of a material
fact made in the Registration Statement or the Prospectus (as then
amended or supplemented) untrue or which requires the making of any
additions to or changes in the Registration Statement or the Prospectus
(as then amended or supplemented) in order to state a material fact
required to be stated therein or necessary in order to make the
statements therein not misleading, or of the necessity to amend or
supplement the Prospectus (as then amended or supplemented) to comply
with the applicable requirements of the Act or the Exchange Act or the
Rules and Regulations. If at any time a stop order suspending the
effectiveness of the Registration Statement shall be issued, the Company
will make every reasonable effort to obtain the withdrawal of such order
at the earliest possible time.
(d) During the Registration Period, the Company will expeditiously
deliver to each holder of Shares, without charge, such number of copies
of the Registration Statement and the Prospectus and of any amendment or
supplement thereto as each holder of Shares may reasonably request. The
Company consents to the use of the Registration Statement and the
Prospectus and of any current amendment or supplement thereto by each
holder of Shares for non-underwritten resales of Shares during the
Registration Period in accordance with the Act, the Exchange Act and the
Rules and Regulations.
(e) If during the Registration Period any event shall occur that
in the judgment of the Company is required to be set forth in the
Prospectus as then amended or supplemented or should be set forth therein
in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it is
necessary to supplement or amend the Prospectus or to file under the
Exchange Act any document which, upon filing, will be incorporated by
reference therein in order to comply with the Act, the Exchange Act or
the Rules and Regulations, the Company will forthwith notify the holders
of Shares in writing of such event or requirement (a "Notice of
Amendment") and prepare and file with the Commission an appropriate
supplement or amendment thereto and furnish copies thereof, together with
a written notice of such amendment or supplement ("Notice of
Correction"), to the holders of Shares. Following any Notice of
Amendment as aforesaid, no holder of Shares shall effect any offer or
sale of Shares prior to receipt from the Company of a Notice of
Correction, which notice shall include a statement that sales of the
Shares are again permitted under the Registration Statement. Each holder
of Shares included in the Registration Statement undertakes and agrees
expeditiously to provide a complete and accurate Holder Questionnaire or
otherwise confirm to the Company any information regarding such holder
included or required to be included in the Registration Statement, to
update such holder's Holder Questionnaire whenever necessary and to
inform the Company in writing of any additions to or other changes in
such information, including any changes in the number of Shares or other
securities of the Company from time to time owned by such holder.
(f) In connection with each Registration Statement, the Company
shall pay all filing fees of the Commission, printing expenses, stock
exchange listing fees, Company counsel and auditor fees (but not fees of
counsel or auditors for the holders of Shares), registrar and transfer
agent fees and "blue sky" and National Association of Securities Dealers,
Inc. fees.
(g) The Company will not take, directly or indirectly, any action
designed to or that might reasonably be expected to cause or result in
stabilization or manipulation of the price of the Common Stock in
connection with the issuance of the Shares contemplated hereby.
(h) The Company shall (i) apply to the New York Stock Exchange for
the listing of the Shares thereon prior to the Closing Date, (ii) use its
best efforts to have the Shares approved for listing, subject to notice
of issuance, thereon and (iii) maintain the listing of the Shares thereon
as long as the Common Stock is so listed.
(i) Notwithstanding anything to the contrary in this Agreement,
the Company shall be permitted to effect the registration, issuance,
offer, underwriting and/or sale of securities issued by the Company or
its subsidiaries (whether issued and outstanding prior to or subsequent
to the date hereof) at any time during the Registration Period
(including, without limitation, by including other securities issued by
the Company in a Registration Statement or by extending any existing
shelf registration pursuant to Rule 415 under the Act) and, except as
expressly provided herein, holders of Shares shall not be entitled to
participate in any such registration, offering or transaction without the
Company's prior consent.
(j) In connection with a reasonable and customary due diligence
investigation relating to a Registration Statement, the Company shall
(i) make reasonably available for inspection by holders of Shares and
their attorneys, accountants and other agents and representatives all
relevant financial and other records, corporate documents and properties
and (ii) cause the Company's officers, directors and employees to
cooperate in supplying all information reasonably requested by such
persons; provided, that any information that is designated by the Company
as confidential shall be kept confidential by such persons, unless
disclosure thereof is required by applicable law or regulation or such
information becomes publicly available other than as a result of a breach
hereof by any such person.
(k) In the event that a Registration Statement is effective and
available to the holders for resales of Shares for less than 330 days
during the 365-day period immediately following the Closing Date, at any
time that the Shares are not registered for resale pursuant to an
effective Registration Statement, the Purchaser shall be entitled to one
demand registration and unlimited "piggyback" registrations with respect
to the Shares as provided in this Section 4(k):
(i) Demand Registrations.
(A) Upon the the written demand of the Purchaser to the Company
specifying the number of Shares to be registered and the intended method
of disposition thereof, the Company will promptly prepare and file, and
will thereafter use its best efforts to cause to be declared effective, a
Registration Statement covering such Shares as promptly thereafter as
possible.
(B) The Company shall enter into such customary agreements
(including an underwriting agreement in customary form) and take all such
other actions as the holders of a majority of the Shares being sold or
the managing underwriter or underwriters retained by holders
participating in an underwritten public offering, if any, reasonably
request in order to expedite or facilitate the disposition of the Shares.
(C) The Company, if requested by the managing underwriter or
underwriters, if any, or by any holder of Shares covered by the
Registration Statement, shall promptly incorporate in a prospectus
supplement or post-effective amendment such information as the managing
underwriter or underwriters or such holder, as the case may be,
reasonably requests to be included therein, including, without
limitation, information with respect to the number of Shares being sold
by such holder to any underwriter or underwriters, the purchase price
being paid therefor by such underwriter or underwriters and with respect
to any other terms of the underwritten offering of the Shares to be sold
in such offering, and promptly make all required filings of such
prospectus supplement or post-effective amendment.
(D) As promptly as practicable after filing with the Commission
of any document which is incorporated by reference in a Prospectus
contained in a Registration Statement, the Company shall deliver a copy
of such documents to each holder of Shares covered by such Registration
Statement.
(E) On or prior to the date on which the Registration Statement
is declared effective, the Company shall use its best efforts to register
or qualify, and cooperate with the holders of Shares included in such
Registration Statement, the underwriter or underwriters, if any, and
their counsel, in connection with the registration or qualification of
the Shares covered by the Registration Statement for offer and sale under
the securities or blue sky laws of each state and other jurisdiction of
the United States as any such holder or underwriter reasonably requests
in writing, (ii) keep each such registration or qualification effective,
including through new filings, or amendments or renewals, during the
period such Registration Statement is required to be kept effective and
(iii) do any and all other acts or things necessary or advisable to
enable the disposition in all such jurisdictions of the Shares covered by
the Registration Statement; provided that the Company will not be
required to qualify generally to do business in any jurisdiction where it
is not then so qualified 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.
(F) The Company shall cooperate with the holders of Shares
covered by the Registration Statement and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery
of certificates (not bearing any restrictive legends) representing Shares
to be sold under the Registration Statement, and enable such Shares to be
in such denominations and registered in such names as the managing
underwriter or underwriters, if any, or such holders may request.
(G) The Company shall use its best efforts to cause the Shares
covered by the registration statement to be registered with or approved
by such governmental agencies or authorities within the United States as
may be necessary to enable the seller or sellers thereof or the
underwriter or underwriters, if any, to consummate the disposition of
such securities.
(ii) Piggyback Registrations. If the Company at any time
proposes to effect the registration of shares of its Common Stock other
than in respect of a dividend reinvestment or similar plan or on Form S-4
or S-8 or successor forms thereto, upon the written request of the
Purchaser specifying the number of Shares to be registered, the Company
shall include in such registration all of the Purchaser's Shares so
requested to be included. In furtherance of the Purchaser's piggyback
rights, at any time that the Purchaser has the right to request piggyback
registration, the Company shall provide the Purchaser with ten days prior
written notice of any registration of Common Stock to which such
piggyback rights would apply hereunder.
(iii) Amendments and Supplements. The Company agrees to (i)
prepare and file with the Commission such amendments and post-effective
amendments to any Registration Statement prepared pursuant to this
Section 4(k) as may be necessary to keep such Registration Statement
continuously effective for a period of not less than six months (or such
shorter period which will terminate when all Shares covered by such
Registration Statement have been sold or withdrawn); provided, however,
that each such six-month period shall be extended by a period to time
equal to any period of time that offers and sales of the Shares under the
Registration Statement are prevented by any stop order, injunction or
other action by the Commission or any Notice of Amendment pursuant to
Section 4(e), (ii) cause the related Prospectus to be supplemented by any
required prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 under the Act, and (iii) comply with all provisions
of the Act and all provisions of this Section 4, in each instance to the
extent applicable to it with respect to the disposition of all securities
covered by such Registration Statement during the applicable period in
accordance with the intended methods of disposition by the sellers
thereof set forth in such Registration Statement or supplement to the
Prospectus.
Section 5. Representations and Warranties of the
Company.
The Company represents and warrants to the Purchaser, on and as of
the Closing Date, as follows:
(a) The Registration Statement in the form in which it becomes
effective and any supplement or amendment thereto when filed with the
Commission will comply in all material respects with the applicable
provisions of the Act and the Rules and Regulations and will not at any
such times 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, except that this representation
and warranty does not apply to statements in or omissions from the
Registration Statement or the Prospectus made in reliance upon and in
conformity with information relating to any holder of Shares furnished to
the Company by or on behalf of any such holder in writing for use
therein.
(b) All the Shares have been duly authorized and, when issued and
delivered to the Purchaser against payment therefor in accordance with
the terms hereof, will (i) be validly issued, fully paid and
nonassessable and free of any preemptive or similar rights and (ii) have
been approved for listing, subject to notice of issuance, on the New York
Stock Exchange.
(c) The Company is a corporation duly organized and validly
existing in good standing under the laws of the State of Delaware with
full power and authority (corporate and other) to own, lease and operate
its properties and to conduct its business as currently conducted.
(d) Neither the issuance and sale of the Shares, the execution,
delivery or performance of this Agreement by the Company, nor the
consummation by the Company of the transactions contemplated hereby, (i)
requires any consent, approval, authorization or other order of or
registration or filing with, any court, regulatory body, administrative
agency or other governmental body, agency or official (except such as may
be required for the registration of the Shares under the Act and
compliance with the securities laws of various jurisdictions, which will
be effected in accordance with this Agreement) or conflicts or will
conflict with or constitutes or will constitute a breach of, or a default
under, the Restated Certificate of Incorporation (the "Charter") or
Bylaws or other organizational documents of the Company, or (ii)
conflicts or will conflict with or constitutes or will constitute a
breach of or default under, any agreement, indenture, lease or other
instrument to which the Company is a party or by which it or any of its
property may be bound, or violates or will violate any statute, law,
regulation or filing or any judgment, injunction, order or decree
applicable to the Company or any of its properties, or will result in the
creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company pursuant to the terms of any agreement
or instrument to which it is a party or by which it may be bound or to
which any of its property or assets is subject.
(e) The execution and delivery of, and the performance by the
Company of its obligations under, this Agreement have been duly and
validly authorized by the Company, and this Agreement has been duly
executed and delivered by the Company and constitutes the valid and
legally binding agreement of the Company, enforceable against the Company
in accordance with its terms.
(f) Neither the Company nor anyone acting on its behalf has
directly or indirectly offered the Shares or any part thereof or any
similar securities for sale to, or solicited any offer to buy any of the
same from, or otherwise approached or negotiated in respect thereof with,
anyone other than the Purchaser. Neither the Company nor anyone acting
on its behalf has taken or will take any action which would subject the
issuance and sale of the Shares to the registration and prospectus
delivery provisions of the Act prior to registration of the Shares as
contemplated hereby.
(g) The Company has not, and nor has anyone acting on its behalf,
employed or engaged any agent, broker or finder or incurred any liability
for any brokerage fees, commissions or finders' fees in connection with
the transactions contemplated hereby.
Section 6. Representations and Warranties of the
Purchaser.
The Purchaser represents and warrants to the Company, on and as of
the Closing Date, as follows:
(a) The Purchaser has been provided an opportunity to obtain such
documents and information concerning the Company, the Shares, the
Purchase Agreement and the transactions contemplated hereby and thereby
as it has deemed appropriate in making its own analysis and financial and
legal evaluation of the Company, the Shares, the Purchase Agreement and
the transactions contemplated hereby and thereby, and the Purchaser
represents and warrants that it has, independently and based on such
documents and information as it has deemed appropriate, made its own
appraisal of the financial condition, business, creditworthiness and
affairs of the Company and of the value and terms of the Shares, this
Agreement and the Purchase Agreement.
(b) The Purchaser represents and warrants that it is acquiring the
Shares for its own account or the account of one or more separate
accounts maintained and controlled by it, for which the Purchaser has
investment discretion with respect to the acquisition of the Shares and
on whose behalf the Purchaser has authority to make this representation,
in each case for investment and not with a view to the distribution
thereof or with any present intention of distributing all or any portion
thereof, all without prejudice to its right at any time, in accordance
with this Agreement, lawfully dispose of all or any part of the Shares.
The Purchaser acknowledges and agrees that the Shares have not been
registered under the Act or any state securities law, or approved by the
Commission or any state agency, and may be resold or otherwise
transferred only if registered pursuant to the provisions of such Act and
applicable state securities law or if an exemption from registration is
available.
(c) The execution and delivery of, and the performance by the
Purchaser of its obligations under, this Agreement have been duly and
validly authorized by the Purchaser, and this Agreement has been duly
executed and delivered by the Purchaser and constitutes the valid and
legally binding agreement of the Purchaser, enforceable against the
Purchaser in accordance with its terms.
(d) The Purchaser represents that it is an "accredited investor"
as such term is defined in Regulation D under the Act, is financially
able to bear the risks of the investment in the Shares and has such
knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks thereof.
(e) The Purchaser has not, and nor has anyone acting on the
Purchaser's behalf, employed or engaged any agent, broker or finder
(other than Fearnley Offshore as provided in the Purchase Agreement) or
incurred any liability for any brokerage fees, commission or finders'
fees (other than to Fearnley Offshore as provided in the Purchase
Agreement) in connection with the transactions contemplated hereby.
(f) The information set forth in the Holder Questionnaire of the
Purchaser is true and complete in all material respects and may be used
by the Company in a Registration Statement until updated or revised by
written notice to the Company by the Purchaser.
Section 7. Indemnification.
(a) In connection with the Registration Statement, the Company
agrees to indemnify and hold harmless each holder of securities covered
thereby, the directors, officers, employees and agents of each holder and
each person who controls any holder within the meaning of the Act or the
Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under
the Act, the Exchange Act or other Federal or state statutory laws or
regulations, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement as originally filed
or in any amendment thereof, or in any preliminary Prospectus or
Prospectus, or in any amendment thereof or supplement thereto, 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 light of the circumstances under which
they were made, not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, that (i) the
Company will not be liable to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information
furnished to the Company by or on behalf of any such holder specifically
for inclusion therein and (ii) such indemnity with respect to any
Prospectus shall not inure to the benefit of any holder (or any director,
officer, employee or agent of such holder or any person controlling such
holder) from whom the person asserting any such loss, claim, damage or
liability purchased the Shares if such person did not receive a copy of
the current Prospectus as amended and supplemented and distributed to the
holders by the Company at or prior to the confirmation of the sale of
such Shares, to such person in any case where such delivery is required
by the Securities Act and the untrue statement or omission of a material
fact contained in the Prospectus was corrected in such current Prospectus
as so amended and supplemented. This indemnity agreement will be in
addition to any liability which the Company may otherwise have.
(b) Each holder of Shares covered by the Registration Statement
severally agrees to indemnify and hold harmless (i) the Company, (ii)
each of its directors, (iii) each of its officers who signs the
Registration Statement and (iv) each person who controls the Company
within the meaning of either the Act or the Exchange Act to the same
extent as the foregoing indemnity from the Company to each holder, but
only with reference to written information relating to such holder
furnished to the Company on or behalf of such holder specifically for
inclusion in the Registration Statement or the Prospectus. This
indemnity agreement will be in addition to any liability which any holder
may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 7, notify the indemnifying party in
writing of the commencement thereof; but the failure so to notify the
indemnifying party (i) will not relieve it from liability under
paragraph (a) or (b) above unless and to the extent it did not otherwise
learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) will not,
in any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to
appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for
which indemnification is sought (in which case the indemnifying party
shall not thereafter be responsible for the fees and expenses of any
separate counsel retained by the indemnified party or parties except as
set forth below); provided, that such counsel shall be reasonably
satisfactory to the indemnified party. Notwithstanding the indemnifying
party's election to appoint counsel to represent the indemnified party in
an action, the indemnified party shall have the right to employ separate
counsel at the expense of the indemnifying party, if (i) the use of
counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest, (ii) the
actual or potential defendants in, or targets of, any such action include
both the indemnified party and the indemnifying party and the indemnified
party shall have reasonably concluded that there may be legal defenses
available to it or any other indemnified party which are different from
or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel reasonably
satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of the institution of such action
or (iv) the indemnifying party shall authorize the indemnified party to
employ separate counsel at the expense of the indemnifying party. An
indemnifying party will not, without the prior written consent of the
indemnified parties, settle, compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be
sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement,
compromise or consent includes an unconditional release of each
indemnified party from all liability arising out of such claim, action,
suit or proceeding.
(d) In the event that the indemnity provided in paragraph (a) or
(b) above is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each indemnifying party, in lieu
of indemnifying such indemnified party, shall have a joint and several
obligation to contribute to the aggregate losses, claims, damages and
liabilities (collectively "Losses") to which such indemnified party shall
be subject in such proportion as is appropriate to reflect the relative
fault of such indemnifying party, on the one hand, and such indemnified
party, on the other hand, in connection with the statements or omissions
which resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged
untrue statement of a material fact or omission or alleged omission to
state a material fact, has been made by, or relates to information
supplied by, such indemnifying party or indemnified party, and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such action. The amount paid or
payable by a party as a result of the Losses referred to above shall be
deemed to include, subject to the limitations set forth in Section 7(c),
any legal or other fees or expenses reasonably incurred by such party in
connection with any investigation or proceeding. The parties hereto
agree that it would not be just and equitable if contribution pursuant to
this Section 7(d) were determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable
considerations referred to in this paragraph.
No person guilty of fraudulent misrepresentation shall be entitled to
contribution from any person not guilty thereof.
Section 8. Rule 144.
The Company covenants that it will file the reports required to be
filed by it under the Act, the Exchange Act and the rules and regulations
thereunder or, if the Company is not required to file such reports, it
will, upon the request of any holder of Shares, make publicly available
other information so long as necessary to permit sales under Rule 144
under the Act, and it will take such further action as any holder of
Shares may reasonably request all to the extent required from time to
time to enable such holder to sell Shares without registration under the
Act within the limitation of the exemptions provided by (i) Rule 144
under the Act, as such Rule may be amended from time to time, or (ii) any
similar rule or regulation hereafter adopted by the Commission. Upon the
request of any holder of Shares, the Company will deliver to such holder
a written statement as to whether it has complied with such requirements.
Section 9. Miscellaneous.
(a) This Agreement shall be binding on, and inure to the benefit
of, the parties hereto and their respective successors and permitted
assigns pursuant to Section 3(c)(i) and (d) hereof.
(b) This Agreement may be signed in counterparts, each of which
shall be an original and which taken together shall constitute one
agreement. This Agreement and any modification or waiver hereof may be
executed by facsimile signature.
(c) This Agreement may be modified, waived, discharged or
terminated only by an instrument in writing signed by the Company and
holders of a majority of the Shares (without counting for such purposes
Shares held by the Company or its affiliates).
(d) All notices and other communications hereunder shall be in
writing and shall be served either (i) personally, (ii) by certified
mail, (iii) by overnight courier service, or (iv) by telecopier, in each
case addressed to the party to whom notice is being given at its address
as set forth below or at such other address as may hereafter be
designated in writing by either party hereto. All such notices or other
communications shall be deemed to have been given on (i) the date
received if delivered personally, (ii) five business days after the date
of posting if transmitted by certified mail, (iii) the first business day
after receipt by the overnight courier service, or (iv) the date of
transmission with confirmation answerback if transmitted by telecopier.
Said parties may designate in writing from time to time other and
additional places to which notices may be sent.
All notices to the Company shall be given to it at:
READING & XXXXX CORPORATION
000 Xxxxxxxxxxx
Xxxxxxx, Xxxxx 00000
Attn: Xxxxx X. Xxxxxx, Esq.
Telephone Number: (000) 000-0000
Telecopy Number: (000) 000-0000
Copy to:
Milbank, Tweed, Xxxxxx & XxXxxx
0 Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx, Esq.
Telephone Number: (000) 000-0000
Telecopy Number: (000) 000-0000
All notices to holders of Shares shall be given at the address set
forth for the Purchaser in the Purchase Agreement, the Purchaser's Holder
Questionnaire or otherwise indicated in writing to the Company by any
such holder.
(e) Damages in the event of breach of this Agreement would be
difficult, if not impossible, to ascertain, and it is therefore agreed
that each party hereto, 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. The existence of this right will not preclude the parties hereto
from pursuing any other rights and remedies at law or in equity which
they may have.
(f) If any provision of this Agreement is held to be illegal,
invalid or unenforceable, and if the rights or obligations of any party
hereto will not be materially and adversely affected thereby, (i) such
provision will be fully severable, (ii) this Agreement will be construed
and enforced as if such illegal, invalid or unenforceable provision had
never comprised a part hereof, (iii) the remaining provisions of this
Agreement will remain in full force and effect and will not be affected
by the illegal, invalid or unenforceable provision or by its severance
herefrom and (iv) in lieu of such illegal, invalid or unenforceable
provision, there will be added automatically as a part of this Agreement
a legal, valid and enforceable provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible.
(g) The terms and provisions of this Agreement are intended solely
for the benefit of each party hereto and their respective successors and,
in the case of holders of Shares, permitted assigns pursuant to Section
3(c)(i) and (d) hereof, and is not the intention of the parties to confer
third-party beneficiary rights upon any other person.
(h) Except as otherwise expressly provided in this Agreement, each
party will pay its own costs and expenses.
(i) DeepFlex Production Partners L.P. hereby instructs the
Company, at the closing contemplated by the Purchase Agreement, to issue
all of the Shares in the name of DeepFlex Production Systems, Inc., an
affiliate of DeepFlex Production Partners L.P. For purposes of this
Agreement, including but not limited to Sections 4 and 6, the term
"Purchaser" shall include both DeepFlex Production Partners L.P. and
DeepFlex Production Systems, Inc. The Company agrees to cause the Shares
to be registered in the name of DeepFlex Production Systems, Inc., and
Deepflex Production Systems, Inc. hereby agrees to take the Shares at the
closing contemplated by the Purchase Agreement subject to all of the
terms and provisions of this Agreement.
IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement as of the date above first written.
Company:
READING & XXXXX CORPORATION
By: ____________________________
Name:
Title:
Purchaser:
DEEPFLEX PRODUCTION PARTNERS L.P.
By: DEEPFLEX HOLDINGS L.L.C.
Title: General Partner
By: ___________________________
Name:
Title:
Acknowledged and Agreed:
DEEPFLEX PRODUCTION SYSTEMS, INC.
By: ___________________________
Name:
Title:
EXHIBIT A
HOLDER QUESTIONNAIRE
Holder Questionnaire pursuant to the Common Stock Issuance
Agreement dated as of August 31, 1995 among READING & XXXXX CORPORATION
and DEEPTECH PRODUCTION PARTNERS, L.P. (the "Agreement"). Each
capitalized term used herein without definition shall have the meaning
ascribed thereto in the Agreement.
Please complete, execute, date and return to:
Reading & Xxxxx Corporation
000 Xxxxxxxxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx, Esq.
The information requested below is required for purposes of any
Registration Statement in which any Holder participates, and for purposes
of certain Exchange Act filings. THE UNDERSIGNED HOLDER AGREES TO UPDATE
AND AMEND THIS QUESTIONNAIRE IF THERE IS ANY MATERIAL CHANGE IN THE
INFORMATION CONTAINED HEREIN AND TO PROVIDE ANY ADDITIONAL INFORMATION
REQUESTED BY THE COMPANY PURSUANT TO SECTION 4(e) OF THE AGREEMENT.
Information for notices:
Legal Name of Holder :____________________________
Street Address :___________________________________
Post Office Box:___________________________________
City/State/Zip :___________________________________
Fed. Tax ID. No.(if any):__________________________
Telex Number: _____________
Answerback_______________________
Telecopier Number: _____________
Type of Telecopier: _______________
Contacts: (Please include Back-ups)
0.Xxxx:_________________________________________________
Title:__________________________________________________
Function:_______________________________________________
Business Telephone:_____________________________________
Home Telephone:_________________________________________
0.Xxxx:_________________________________________________
Title:__________________________________________________
Function:_______________________________________________
Business Telephone:_____________________________________
Home Telephone:_________________________________________
Information required for any Registration Statement and
Prospectus pursuant to Item 507 of Regulation S-K under the Securities
Act:
1. Describe the nature of any position, office or other
material relationship (excluding normal banking relationships) which such
Holder has had within the past three years with the Company or any of its
affiliates.
2. Enter below in the space indicated the number of shares
of Common Stock or other securities of Reading & Xxxxx Corporation
convertible into or exchangeable or exercisable for Common Stock owned as
of the date of this certificate (i) by the Holder signing this
certificate for its own account and (ii) in the aggregate by affiliates
(as defined in Exchange Act Rule 12b-2) of such Holder for their own
accounts (excluding, in each case, any Common Stock or other securities
of Reading & Xxxxx Corporation convertible into or exchangeable or
exercisable for Common Stock held by the Holder or its affiliates in
investment accounts, in trust accounts, in custody accounts or in other
similar fiduciary capacities).
Holder Affiliates
________ __________ Shares of Common Stock
________ __________ Other convertible or exchangeable securities
(Specify title of class or series and number
of shares of Common Stock underlying such
securities)
The undersigned Holder hereby represents that the information
contained herein is true and complete in all material respects as of the
date hereof, and agrees to supplement this Holder Questionnaire upon the
request of the Company and to update and amend this Holder Questionnaire
if there is any material change in the information contained herein. The
undersigned Holder hereby authorizes the Company to use the information
contained herein in any registration statement or prospectus filed by the
Company pursuant to the Agreement and to rely upon the information
contained herein, until this Holder Questionnaire is amended or
withdrawn, in executing any certificate, agreement or document
contemplated by the Agreement.
IN WITNESS WHEREOF the undersigned has duly executed this
document as of the date set forth below.
___________________________________
Name of Holder
By__________________________________
Signature of Authorized Signatory
_______________________________________
Printed Name of Authorized Signatory
_______________________________________
Title
_______________________________________
Date
COMPANY USE ONLY
Date Received_________________________
