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EXHIBIT 10.2
STOCKHOLDERS AGREEMENT
This STOCKHOLDERS AGREEMENT, dated as of August 30, 1996, by and among
Offshore Energy Development Corporation, a Delaware corporation (the
"Company"), the persons or entities identified as Management Owners below on
the signature pages of this Agreement (such persons and entities, together with
their successors and assigns, are collectively referred to herein as
"Management Owners"), Natural Gas Partners, L.P. ("NGP") and the persons and
entities identified as NGP Owners below on the signature pages of this
Agreement (NGP and such persons and entities, together with their successors
and assigns, are collectively referred to herein as "NGP Owners")
(collectively, the Management Owners and the NGP Owners are the "Owners").
1. Background. The Company has been recently created and
organized to engage in the oil and gas business, either directly or though one
or more subsidiaries. The Management Owners propose to acquire shares of the
Company's Common Stock, par value $.01 ("Common Stock") pursuant to the merger
of Offshore Energy Development Corp., a Texas corporation, with and into the
Company. The NGP Owners propose to exchange common units of limited
partnership interests in OEDC Partners, L.P., a Texas limited partnership, for
shares of Common Stock. The proposed merger and exchange are to be effectuated
in connection with the Company's public offering of shares of Common Stock
pursuant to the filing of a registration statement on Form S-1 with the
Securities and Exchange Commission (collectively, the "Proposed Transaction").
The execution and delivery of this Agreement is being made in connection with
the consummation of the Proposed Transaction.
2. Pro-Rata Sale Rights
2.1 General Rights. If a Management Owner, an NGP Owner or a
Permitted Assignee of either (a "Transferring Owner") proposes to Transfer any
Owner Shares (a "Proposed Transfer") in a single transaction or a series of
related transactions (other than Transfers permitted under subsection 2.4
below), then the Transferring Owner shall refrain from effecting such Proposed
Transfer unless, prior to the consummation thereof, the other Owners and their
respective successors and Permitted Assignees ("Tag Along Owners") shall have
been afforded the opportunity to join in such Proposed Transfer on a Pro-Rata
basis, as hereinafter provided in subsections 2.2 or 2.3.
2.2 Procedures for Public Sales.
(a) If a Proposed Transfer is to be effectuated through an
established brokerage firm and utilizing the public securities markets (e.g.,
the New York Stock Exchange, the American Stock Exchange or the NASDAQ National
Market System), such Transferring Owner shall provide prior written notice of
the following (a "Public Sale Notice") to all the Tag Along Owners:
(i) The number of shares proposed to be made available
for sale (the "Initial Shares");
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(ii) The pricing and other instructions pursuant to which
the selected broker will be operating;
(iii) The name, address, telephone number and facsimile number
of the selected broker and the name of the selected registered
representative at the broker; and
(iv) Confirmation that the selected broker and selected
registered representative have been advised that the Tag Along Owners
may desire to elect to participate, on a Pro-Rata basis, in the
Proposed Transfer.
(b) After receiving a Public Sale Notice, a Tag Along Owner shall
be entitled to elect to participate in the Proposed Transfer through the
broker, subject to such Tag Along Owner (i) meeting all of the broker's
requirements to establish a customer account and execute transactions for such
Tag Along Owner, (ii) meeting all of the requirements imposed by applicable
securities laws in order to execute such transaction (including Rule 144), and
(iii) responding in writing within the 5 business days after receipt of the
Public Sale Notice (the "Public Offering Response") to the Transferring Owner,
to the Tag Along Owners and to the selected broker. The number of Owner Shares
which each Tag Along Owner may elect to add to the Proposed Transfer shall be
determined in accordance with the following formula: (i) the Initial Shares,
times (ii) a fraction the numerator of which is the total of the Owners Shares
owned by such Tag Along Owner, and the denominator of which is the total Owner
Shares owned by the Transferring Owner.
(c) If the broker is unable to sell all of the Owner Shares which
are available for sale, the aggregate amount of shares which the broker is able
to sell shall be allocated on a Pro-Rata basis among the Transferring Owner and
the Tag Along Owners electing to participate in the Proposed Transfer.
2.3 Procedures for Other Sales.
(a) If a Proposed Transfer is to be effectuated in a manner other
than as described in subsection 2.2., then the Transferring Owner shall cause
the person or group that proposes to acquire Owner Shares held by the
Transferring Owner (the "Proposed Purchaser") to send a written offer
("Purchase Offer") to the Tag Along Owners, offering to purchase Owner Shares
held by the Tag Along Owners on a Pro-Rata basis.
(b) Each purchase of Tag Along Shares shall be made at the highest
price per share and on such other terms and conditions as the Proposed
Purchaser has offered to purchase Owner Shares from the Transferring Owner.
Each Tag Along Owner shall have at least 20 days from the receipt of the
Purchase Offer in which to accept such Purchase Offer, in whole or in part, and
if accepted, the closing of the sale of any Tag Along Shares pursuant thereto
shall occur within 30 days after such acceptance or at such other time as the
parties to such transaction may mutually agree. If the Tag Along Owners shall
decline to Transfer all of the shares that they would be entitled to Transfer
under this subsection 2.3, the Transferring Owner
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shall have the right to include additional Owner Shares in the Transfer to the
extent of the deficiency.
2.4 Excluded Transfers. The provisions of subsections 2.1 through
2.3 do not apply to the Transfer by an Owner of any Owner Shares held by such
Owner on the date hereof to (i) such Owner's spouse or consanguinal relatives,
(ii) to a trust for estate or testamentary purposes, (iii) to any partners or
other affiliates of such Owner, (iv) to any charitable organization qualified
as such under Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended, or (v) any transfer occurring by operation of law upon the death,
dissolution or liquidation of an Owner; provided that, as a condition to the
transfer of any Owner Shares pursuant to this subsection 2.4, the transferee
must acknowledge and agree to be bound by the restrictions in this agreement
with respect to any subsequent Transfer of Owner Shares (any such transferee of
Owner Shares pursuant to this subsection 2.4 is referred to herein as a
"Permitted Assignee" and after obtaining such status shall thereafter be
treated as an Owner).
3. Definitions. As used in this Agreement, the following terms
shall have the meanings assigned to them below:
"Common Stock" as defined in Section 1 hereof.
"Owner Shares" means with respect to any Owner (i) all shares of
Common Stock held by such Owner, (ii) any equity securities issued or issuable
directly or indirectly to a Owner with respect to the Common Stock referred to
in clause (i) above by way of stock dividend or stock split or in connection
with a combination of shares, conversion, recapitalization, merger,
consolidation or other reorganization, and (iii) any other shares of any class
or series of voting security of the Company currently held or held in the
future by a Owner. As to any particular shares constituting Owner Shares, such
shares will cease to be Owner Shares when they have been transferred in
accordance with the restrictions set forth in Section 2 to any person who is
not a Permitted Assignee.
"Permitted Assignee" as defined in subsection 2.4.
"Pledge" means any pledge of an interest in, or other encumbrance
placed upon, Owner Shares as security for indebtedness or for other purposes.
"Pro-Rata basis" means with respect to the calculation of the number
of Owner Shares which a Tag Along Owner may Transfer upon electing to
participate in a Proposed Transfer hereunder, the amount equal to the total
number of Owner Shares to be Transferred in the Proposed Transfer multiplied by
a fraction equal to (i) the number of Owner Shares owned by such Tag Along
Owner, divided by (ii) the total number of Owner Shares owned by the
Transferring Owner and all Tag Along Owners electing to participate in a
Proposed Transfer hereunder.
"Proposed Purchaser" as defined in subsection 2.3.
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"Purchase Offer" as defined in subsection 2.3.
"Tag Along Owners" as defined in subsection 2.1.
"Transfer" means any sale, assignment or other disposition of Owner
Shares, other than a Pledge.
"Transferring Owner" as defined in subsection 2.1.
4. Enforcement; Legends. No Owner Shares shall be transferred on
the books of the Company nor shall any sale, assignment, transfer, pledge or
other disposition thereof be effective unless and until the terms and
provisions of this Agreement are first complied with and, in case of violation
of this Agreement by the attempted transfer of Owner Shares without compliance
with the terms and provisions hereof, such sale, assignment, transfer, pledge
or other disposition shall be invalid and of no effect. The Owners will cause
the Company to imprint a legend on any certificates evidencing Owner Shares
which are subject to this Agreement referring to the restrictions on transfer
of the Owner Shares imposed hereunder. Any such legend shall be removed from
the certificates evidencing any shares which cease to be "Owner Shares", as set
forth in definition of such term in Section 3 hereof.
5. Termination. This Agreement shall terminate upon the earlier
of (i) the first date on which the NGP Owners and their Permitted Assignees
shall no longer own any Owner Shares, or (ii) the fifth anniversary of the
date hereof, or (iii) by mutual agreement of the parties, as provided in
accordance with section 6(h) below.
6. Miscellaneous.
(a) Benefit. This Agreement will only bind and inure to the
benefit of, and will only be enforceable by and against, the Company, the
Management Owners and the NGP Owners and their respective Permitted Assignees.
(b) Notices. Whenever in this Agreement notice is required to be
given it shall be given in writing, and if such notice is given by registered
mail, it shall be deemed to have been received on the second business day after
the date such notice is posted. All notices hereunder to the Company shall be
mailed to it at the address of its principal place of business and all notices
to the Owners shall be mailed to them at their last known address as shown on
the books and records of the Company. Any party may change its or his or her
mailing address by giving written notice of such change to all other parties.
All notices under this Agreement which are to the provided to (i) the
Management Owners shall be sent to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ at ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other representative
designated from time to time in writing to the Company and the NGP Owners, and
(ii) the NGP Owners shall be sent to NGP at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other representative designated from time to time in
writing to the Company and the Management Owners.
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(c) Governing Law. This Agreement and the rights and duties of
the parties hereto shall be governed by and construed in accordance with the
laws of the State of Texas.
(d) Number. Words in the singular shall be construed to include
the plural and vice versa, unless the context otherwise requires.
(e) Headings. The headings appearing in this Agreement are
inserted only for convenience of reference and in no way shall be construed to
define, limit or describe the scope or intent of any provision of this
Agreement.
(f) Severability. Every provision in this Agreement is intended
to be severable. In the event that any provision in this Agreement shall be
held invalid, the same shall not affect in any respect whatsoever the validity
of the remaining provisions of this Agreement; provided, however, that if any
such provision may be made enforceable by limitation thereof, then such
provision shall be deemed to be so limited and shall be enforceable to the
maximum extent permitted by applicable law.
(g) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which shall
constitute but one and the same instrument.
(h) Entirety and Modification. This Agreement constitutes the
entire agreement of the parties hereto with respect to the subject matter
hereof and may not be modified, supplemented or amended in any respect except
by written instrument executed by Management Owners holding a majority of the
Owner Shares held by all Management Owners and by NGP Owners holding a majority
of the Owner Shares held by all NGP Owners.
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IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and delivered by their respective officers thereunto duly
authorized as of the date first above written.
COMPANY
OFFSHORE ENERGY DEVELOPMENT CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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OWNERS
NGP OWNERS
Number of Owner
Shares: NATURAL GAS PARTNERS, L.P.,
By: G.F.W. ENERGY, L.P.,
its general partner
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By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Authorized Representative
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇ as Trustee of the ▇▇▇▇▇ Income
Trust
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▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III
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▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇
By: Natural Gas Partners, L.P.
attorney-in-fact
By: G.F.W. Energy, L.P. its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Authorized Representative
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MANAGEMENT OWNERS
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, in his individual
capacity and as trustee of the ▇▇▇▇▇ ▇.
and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 1989 Revocable
Management Trust
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, in his individual
capacity and as trustee of the ▇▇▇▇▇▇▇ ▇.
and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ 1989 Revocable
Management Trust
/s/ R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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