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Document Preview Registration Rights Agreement |
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Title: |
Registration Rights Agreement |
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Entities: |
Banc of America Securities LLC; BNP Paribas Securities Corp.; J.P. Morgan Securities Inc.; KCS Energy Services Inc; Lehman Brothers Inc.; U.S. Bank, NA |
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Date: |
2006 |
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Size: |
Preview shows 11KB of 75KB total |
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Price: |
$42 |
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ID: |
#2482312 |
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$125,000,000
PETROHAWK ENERGY CORPORATION
9 1/8% SENIOR NOTES DUE 2013
REGISTRATION RIGHTS AGREEMENT
July 27, 2006
CREDIT SUISSE SECURITIES (USA) LLC
LEHMAN BROTHERS INC.
BNP PARIBAS SECURITIES CORP.
BANC OF AMERICA SECURITIES LLC
J.P. MORGAN SECURITIES INC.
BMO CAPITAL MARKETS CORP.
MORGAN STANLEY & CO. INCORPORATED
| c/o: | Credit Suisse Securities (USA) LLC |
| Eleven Madison Avenue |
| New York, New York 10010-3629 |
Dear Sirs:
Petrohawk Energy Corporation, a Delaware corporation (the Issuer), proposes to issue and sell to Credit Suisse Securities (USA) LLC, Lehman Brothers Inc., BNP Paribas Securities Corp., Banc of America Securities LLC, J.P. Morgan Securities Inc., BMO Capital Markets Corp. and Morgan Stanley & Co. Incorporated (collectively, the Initial Purchasers), upon the terms set forth in a purchase agreement dated July 24, 2006 (the Purchase Agreement), $125,000,000 aggregate principal amount of its 9 1/8% Senior Notes due 2013 (the Initial Securities) to be unconditionally guaranteed (the Guarantees) by certain of the Issuers subsidiaries who are signatories hereto as guarantors (collectively, the Guarantors and together with the Issuer, the Company). The Initial Securities will be issued as additional debt securities pursuant to an Indenture, dated as of July 12, 2006, pursuant to which the Issuer previously issued $650,000,000 aggregate principal amount of its 9 1/8% Senior Notes due 2013 (the Original Securities), as supplemented by the First Supplemental Indenture thereto dated as of July 12, 2006 (such Indenture, as so supplemented, being called herein the Indenture), among the Issuer, the Guarantors named therein and U.S. Bank National Association (the Trustee). As an inducement to the Initial Purchasers, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, without limitation, the Initial Purchasers), the Exchange Securities (as defined below) and the Private Exchange Securities (as defined below) (collectively, the Holders), as follows:
1. Registered Exchange Offer. The Company shall, at its own cost, prepare and, not later than 90 days after (or if the 90th day is not a business day, the first business day thereafter) the date of original issue of the Original Securities (the Issue Date), July 12, 2006, file with the Securities and Exchange Commission (the Commission) a registration statement (the Exchange Offer Registration Statement) on an appropriate form under the Securities Act of 1933, as amended (the Securities Act), with respect to a proposed offer (the Registered Exchange Offer) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the Exchange Securities) of the Company issued under the Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6(d) hereof) that would be registered under the Securities Act. The Company shall use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act within 180 days (or if the 180th day is
not a business day, the first business day thereafter) after the Issue Date and shall keep the Registered Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the Exchange Offer Registration Period).
Notwithstanding any other provision of this Agreement to the contrary, the Registered Exchange Offer may be combined with the exchange offer for the Original Securities, and the Exchange Offer Registration Statement may register securities to be offered pursuant to both the Registered Exchange Offer and such exchange offer for the Original Securities.
If the Company commences the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer 20 business days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered, and not withdrawn, in accordance with the terms of the Registered Exchange Offer.
Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holders business and has no arrangements or understanding with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States; provided, however, that the Exchanging Dealers (as defined below) will be required to deliver a prospectus in connection with resales of Exchange Securities.
The Company acknowledges that, pursuant to current interpretations by the Commissions staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an Exchanging Dealer), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the Exchange Offer Procedures section and the Purpose of the Exchange Offer section, and (c) Annex C hereto in the Plan of Distribution section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Initial Securities constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale.
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