EXHIBIT 99.2
REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT, dated as of June 17, 1996, is made by SNYDER OIL
CORPORATION, a Delaware corporation ("SOCO") and CLYDE T. METZ, TRUSTEE
("Holder").
Pursuant to that certain Agreement and Plan of Merger dated as of June 11,
1996 (the "Merger Agreement") among DelMar Petroleum, Inc.("DelMar"), DelMar
Merger, Inc. ("Sub"), and SOCO, DelMar has merged into Sub and the shares of
common stock of DelMar (other than shares held by SOCO and any subsidiary of
SOCO) have been converted into the right to receive shares of common stock, par
value $.01 per share, of SOCO ("SOCO Stock"). Holder is the owner of 4,150
shares of common stock, par value $1.00 per share, of DelMar ("DelMar Stock")
which has been converted into the right to receive 56,081 shares of SOCO Stock
(the "Registrable Stock"). Holder also owns warrants to purchase 617 shares of
DelMar Stock (the "DelMar Warrants").
Pursuant to the Merger Agreement, SOCO will, upon the request of a holder of
DelMar Stock, enter into this Agreement providing for the registration of the
Registrable Stock with such stockholder upon delivery to DelMar of certificates
representing the shares of DelMar Stock held by such stockholder for exchange
for SOCO Stock, and surrender for cancellation the instruments representing all
DelMar Warrants held by such stockholder. Holder has delivered such certificates
and instruments to DelMar and has requested that SOCO enter into this Agreement
with SOCO.
Therefore, for and in consideration of the agreements set forth herein, SOCO and
Holder agree to the provisions hereof.
1. Transfer of SOCO Stock. Unless a registration statement is effective
with respect thereto, the shares of Registrable Stock delivered to Holder
pursuant to the Merger Agreement will not have been registered under the
Securities Act of 1933, as amended (the "Securities Act"). SOCO shall cause to
be placed upon certificates for shares of Registrable Stock issued pursuant to
the Merger Agreement (other than shares which are at the time the subject of an
effective registration statement under the Securities Act) a legend applicable
to the disposition of those shares, provided that forthwith upon any disposition
pursuant to the registration statement filed under this Agreement or otherwise,
SOCO shall substitute therefor, at its expense, new certificates not bearing
that legend. The legend shall read substantially as follows:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR
TRANSFERRED UNLESS THEY ARE SO REGISTERED OR AN EXEMPTION FROM
REGISTRATION IS THEN AVAILABLE.
2. Registration. Promptly after the Closing, SOCO shall file a registration
statement with the Securities and Exchange Commission ("SEC") and use its
reasonable best efforts to effect the registration under the Securities Act of
the sales by Holder of the Registrable Stock.
3. Registration Expenses. SOCO shall be responsible for the payment of all
Registration Expenses (as defined below) in connection with the registration
pursuant to this Agreement. With respect to such registration Holder shall bear
its own legal costs and any underwriting commissions or discounts charged to the
Holder.
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"Registration Expenses," means all expenses incident to SOCO's performance
of or compliance with the registration requirements set forth in this Article II
including, without limitation, the following: (i) the fees, disbursements and
expenses of SOCO's counsel(s) (United States and foreign) and accountants in
connection with any such registration; (ii) all costs and expenses in connection
with the preparation, printing and filing of the registration statement, each
prospectus, and all amendments and supplements thereto; (iii) the costs incurred
in connection with the qualification of the securities under the laws of various
jurisdictions (including fees and disbursements of counsel); (iv) the cost of
furnishing to the Holder copies of any such registration statement, each
preliminary prospectus, the final prospectus and each amendment and supplement
thereof; and (v) all fees and expenses incurred in listing the Registrable Stock
on any stock exchange and any transfer agent or registrar fees.
4. Registration Procedures. After the Closing, SOCO will as promptly as is
practicable, but in no event later than 30 days after Closing:
(a) prepare, file and use its reasonable best efforts to cause to
become effective a registration statement on Form S-3 or such other form as SOCO
reasonably selects under the Securities Act or update by amendment or supplement
a previously filed registration statement regarding the Registrable Stock to be
offered;
(b) prepare and file with the SEC such amendments and supplements to
the registration statement and the prospectus used in connection therewith as
may be necessary to keep the registration statement effective and to comply with
the provisions of the Securities Act with respect to the disposition of all
Registrable Stock until the earlier of such time as all Registrable Stock has
been disposed of in accordance with the intended methods of disposition by
Holder set forth in the registration statement or until the earlier of three
years after the registration statement becomes effective or such earlier date
upon which the Registrable Stock may be sold under Rule 144(k) under the
Securities Act;
(c) furnish to Holder the number of conformed copies of the
registration statement and of each amendment and supplement thereto (in each
case including all exhibits), the number of copies of the prospectus included in
such registration statement (including each preliminary prospectus and any
summary prospectus), in each case the number to be in conformity with the
requirements of the Securities Act, those documents incorporated by reference in
the registration statement or prospectus, and such other documents as Holder may
reasonably request;
(d) use its reasonable best efforts to register or qualify all
Registrable Stock covered by the registration statement under securities or blue
sky laws of other jurisdictions, and to list the Registrable Stock on any stock
exchange, as Holder shall reasonably request, and do any and all other acts and
things which may be necessary or advisable to enable Holder to consummate the
disposition in those jurisdictions of its Registrable Stock covered by the
registration statement, except that SOCO shall not for any such purpose be
required to qualify generally to do business as a foreign corporation in any
jurisdiction wherein it is not so qualified, or to subject itself to taxation in
any such jurisdiction, or to consent to general service of process in any such
jurisdiction; and
(e) immediately notify Holder at any time when a prospectus relating
to a registration pursuant to this Agreement is required to be delivered under
the Securities Act of the happening of any event as a result of which the
prospectus included in the registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material fact
required to be stated therein or
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necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, and at the request of Holder prepare
and furnish to Holder and any underwriter of the Registrable Stock a reasonable
number of copies of a supplement to or an amendment of the prospectus as may be
necessary so that, as thereafter delivered to the purchasers of the Registrable
Stock, the prospectus shall 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, in light of the circumstances under which they were
made, not misleading.
SOCO may require that Holder furnish such information regarding Holder and
the distribution of such securities as SOCO may from time to time reasonably
request in writing and as shall be required by law or by the SEC in connection
with any registration.
5. Blackout Periods. Upon written notice from SOCO to Holder that either:
(a) SOCO has determined to engage in a financing and has been advised
in writing (with a copy to Holder) by a recognized independent investment
banking firm selected by the Board of Directors of SOCO that, in that firm's
opinion, SOCO's sale of Registrable Stock pursuant to the registration statement
would adversely affect SOCO's own immediately planned financing (a "Transaction
Blackout"); or
(b) the general counsel of SOCO determines in good faith in writing
(with a copy to Holder) that Seller's sale of Registrable Stock pursuant to the
registration statement would require disclosure of material information which
SOCO has a bona fide business purpose for preserving as confidential as a result
of a pending merger, consolidation, acquisition, disposition or other material
development involving SOCO (an "Information Blackout");
Holder shall suspend sales of Registrable Stock pursuant to such registration
statement until the earlier of (X)(i) in the case of a Transaction Blackout, the
earliest of (A) three months after the completion of the financing, (B) the
termination of any "blackout" period required by the underwriters to be
applicable to SOCO, if any, in connection with the financing, (C) abandonment of
such financing and (D) 135 days after the date of SOCO's written notice of a
Transaction Blackout, or (ii) in the case of an Information Blackout, the
earlier of (A) the date upon which the material information is disclosed to the
public or ceases to be material or (B) 135 days after SOCO's written notice of
an Information Blackout, and (Y) such time as SOCO notifies Holder that sales
pursuant to such registration statement may be resumed.
6. Preparation; Reasonable Investigation. In connection with the
preparation and filing of the registration statement registering Registrable
Stock under the Securities Act, SOCO shall give Holder and its counsel
reasonable and customary access to its books and records and opportunities to
discuss the business of SOCO with its officers and the independent public
accountants who have audited its financial statements.
7. Indemnification and Contribution.
(a) SOCO hereby indemnifies and agrees to hold harmless Holder, its
directors and officers, and each person, if any, who controls Holder within the
meaning of the Securities Act against any losses, claims, damages, liabilities
and expenses, joint or several, to which that person may be subject under the
Securities Act or otherwise, insofar as those losses, claims, damages,
liabilities or expenses (or
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actions or proceedings in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of any material fact contained
in the registration statement under which the Registrable Stock is registered
under the Securities Act, any preliminary prospectus or final prospectus
included therein, or any amendment or supplement thereto, or any document
incorporated by reference therein, or (ii) any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and SOCO shall reimburse each such person
for any legal or any other expenses reasonably incurred by that person in
connection with investigating or defending any such loss, claim, liability,
action or proceeding; provided that SOCO shall not be liable in any such case to
the extent that any such loss, claim, damage, liability (or action or proceeding
in respect thereof) or expense arises out of or is based upon an untrue
statement or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished by the indemnified person to SOCO.
This indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of SOCO or any director, officer or
controlling person and shall survive the transfer of the registered securities
by Holder.
(b) Holder hereby indemnifies and agrees to hold harmless (in the
same manner and to the same extent as set forth in Subsection 7(a)) each
director of SOCO, each officer of SOCO who shall sign the registration
statement, and each person, if any, who controls SOCO within the meaning of the
Securities Act, with respect to any statement in or omission from the
registration statement, any preliminary prospectus or final prospectus included
therein, or any amendment or supplement thereto, if the statement or omission
was made in reliance upon and in conformity with written information furnished
by it to SOCO. This indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of SOCO or any director, officer or
controlling person and shall survive the transfer of the registered securities
by Holder.
(c) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for as set forth in this
Section 7 is for any reason held to be unenforceable by the indemnified parties,
although applicable in accordance with its terms, SOCO and Holder shall
contribute to the aggregate losses, liabilities, claims, damages and expenses of
the nature contemplated by said indemnity agreement incurred by SOCO and Holder,
as incurred, as between SOCO on the one hand and Holder on the other, in such
proportion as is appropriate to reflect the relative fault of SOCO on the one
hand and of Holder on the other in connection with the statements or omissions
which result in the losses, liabilities, claims, damages or expenses, as well as
any other relative equitable considerations. The relative fault of SOCO on the
one hand and of Holder on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state material fact relates to
information supplied by SOCO or by Holder.
8. Miscellaneous.
(a) Notices. All notices and other communications hereunder shall be
in writing and shall be deemed given when received by a party at the address set
forth below the name of that party on the signature page hereof or at such
subsequent address as is provided by one party to the other in writing.
(b) Exclusive Agreement. This Agreement supersedes all prior
agreements between the parties relating to the subject matter hereof (written or
oral) and is intended as a complete and exclusive statement of the terms of the
agreement between the parties.
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(c) Choice of Law; Amendments; Headings. This Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of Texas. This Agreement may not be changed or amended orally. The headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.
(d) Assignments and Third Parties. No party hereto shall assign this
Agreement or any part hereof without the prior written consent of the other
party, except that Holder and its successors and assigns may assign any or all
rights and obligations hereunder to any Affiliate of Holder (as defined below)
to which Holder or any such successor or assignee of Holder also transfers,
assigns, or sells by liquidation or otherwise some or all of the Registrable
Stock acquired by Holder pursuant to the Merger Agreement. For these purposes,
the term "Affiliate of Holder" means any entity currently existing or to be
formed that Controls, or is Controlled by, Holder or is under Control of the
entity or entities that at the Closing Control(s) Holder. The term "Control"
means the power to determine, direct, or decide matters relating to an entity,
whether by direct or indirect ownership of voting securities, contractual
arrangement, or otherwise. Except as otherwise provided herein, this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
successors and assigns. Except as specified in Section 7, which is intended to
benefit and to be enforceable by any of the Indemnified Parties, nothing in this
Agreement shall entitle any person other than the parties hereto, or their
successors and assigns permitted hereby to any claim, cause of action, remedy or
right of any kind.
(e) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but both of which together
shall constitute but one and the same agreement.
(f) Expenses. Except as otherwise expressly provided in this
Agreement, all costs and expenses incurred by each party hereto in connection
with all things required to be done by it hereunder, including attorney's fees
and accountant fees, shall be borne by the party incurring same.
(g) Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any adverse manner to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above.
SNYDER OIL CORPORATION CLYDE T. METZ, TRUSTEE
By: /s/ Peter E. Lorenzen BY: /s/ Clyde T. Metz
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Peter E. Lorenzen Clyde T. Metz
Title: Vice President and Title: Trustee
General Counsel
Address: Address:
777 Main Street #2500 26603 Huffsmith-Conroe
Fort Worth, Texas 76102 Magnolia, Texas 77355
Attn: Corporate Secretary
Fax: 817/882-5982
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