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EXHIBIT 4.7
PARTNER VOTING AGREEMENT (this "Agreement") dated as of
October 28, 2000, among Stone Energy Corporation, a Delaware
corporation ("Partner"), Basin Exploration, Inc., a Delaware
corporation ("Company"), and the other parties signatory hereto (each a
"Stockholder").
WHEREAS, each Stockholder desires that Company, Partner and Partner
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Partner
("Merger Sub"), enter into an Agreement and Plan of Merger dated the date hereof
(as the same may be amended or supplemented, the "Merger Agreement"; capitalized
terms used but not defined herein shall have the meanings set forth in the
Merger Agreement) providing for the merger of Merger Sub with and into Company
(the "Merger") upon the terms and subject to the conditions set forth in the
Merger Agreement; and
WHEREAS, each Stockholder and Partner are executing this Agreement as
an inducement to Company to enter into and execute the Merger Agreement;
NOW, THEREFORE, in consideration of the execution and delivery by
Company of the Merger Agreement and the mutual covenants, conditions and
agreements contained herein and therein, the parties agree as follows:
1. Representations and Warranties. (a) Each Stockholder severally
represents and warrants to Company as follows:
(i) Such Stockholder is the record and beneficial owner of, or is
the sole trustee of a trust that is the record holder of, and whose
beneficiaries are the beneficial owners of, the number of shares of
common stock, par value $0.01 per share, of Partner (the "Common
Stock") set forth opposite such Stockholder's name on Schedule A hereto
(such shares of Common Stock, together with any other shares of Common
Stock or other capital stock of Partner acquired after the date hereof
(including through the exercise of any stock options, warrants or
similar instruments) being collectively referred to herein as the
"Subject Shares"). The Subject Shares constitute the only shares, with
respect to which such Stockholder is the record or beneficial owner, of
Common Stock, preferred stock or other capital stock of Partner or
options, warrants or other rights (whether or not contingent) to
acquire such shares of capital stock of Partner that are or may be
entitled to vote on the amendment of Partner's certification of
incorporation and the issuance of Partner's shares of Common Stock in
connection with the Merger at any meeting of stockholders of Partner
called to vote upon the amendment of Partner's certification of
incorporation and the issuance of Partner's shares of Common Stock in
connection with the Merger. Such Stockholder has the sole right to vote
and Transfer (as defined below in Section 3(a)) the Subject Shares set
forth opposite its name on Schedule A hereto, and none of such Subject
Shares is subject to any voting trust or other agreement, arrangement
or restriction with respect to the voting or the Transfer of the
Subject Shares, except as provided by this Agreement (it being
understood that any pledge of the Pledged Shares (as defined below)
shall not be a breach of this representation). Such Stockholder has all
requisite power and authority, and, if such Stockholder is a natural
person, the legal capacity, to enter into this Agreement and to perform
its obligations hereunder. To the extent that such Stockholder is an
entity and not an individual, such Stockholder is duly organized,
validly existing and in
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good standing under the laws of its jurisdiction of organization. The
execution and delivery of this Agreement by such Stockholder and the
performance by such Stockholder of its obligations hereunder have been
duly authorized by all necessary action on the part of such
Stockholder. This Agreement has been duly executed and delivered by,
and constitutes a valid and binding agreement of, such Stockholder,
enforceable against such Stockholder in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws and except that the availability of
equitable remedies, including specific performance, is subject to the
discretion of the court before which any proceeding for such remedy may
be brought (collectively, the "Bankruptcy and Equity Exceptions").
(ii) Neither the execution and delivery of this Agreement nor the
performance by such Stockholder of its obligations hereunder will
result in a violation of, or a default under, or conflict with, (A) if
such Stockholder is an entity, any provision of its certificate of
incorporation, bylaws, partnership agreement, limited liability company
agreement or similar organizational documents, (B) any contract, trust,
commitment, agreement, understanding, arrangement or restriction of any
kind (other than as may relate to the Pledged Shares but subject to the
proviso set forth in (iv) below) to which such Stockholder is a party
or bound or to which the Subject Shares are subject, except, in the
case of clause (B) above, as would not prevent, delay or otherwise
materially impair such Stockholder's ability to perform its obligations
hereunder. Execution, delivery and performance of this Agreement by
such Stockholder will not reasonably be expected to violate, or require
any consent, approval or notice under, any provision of any judgment,
order, decree, statute, law, rule or regulation applicable to such
Stockholder or the Subject Shares, except (x) for any necessary filing
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (y) for
any reports under Sections 13(d) and 16 of the Exchange Act as may be
required in connection with this Agreement and the transactions
contemplated hereby or (z) as would not reasonably be expected to
prevent, delay or otherwise materially impair such Stockholder's
ability to perform its obligations hereunder.
(iii) If the Stockholder is married and the Subject Shares of the
Stockholder constitute community property or spousal approval is
otherwise required for this Agreement to be legal, valid and binding,
then, to the extent so required, this Agreement has been duly
authorized, executed and delivered by, and constitutes a valid and
binding agreement of, the Stockholder's spouse, enforceable against
such spouse in accordance with its terms, subject to the Bankruptcy and
Equity Exceptions. Except for any consents duly obtained as of the date
hereof and which will remain in full force and effect at such time or
times as may be necessary to duly consent to such Stockholder's
performance of its obligations hereunder, no trust of which such
Stockholder is a trustee requires the consent of any beneficiary to the
execution and delivery of this Agreement or to the performance by such
Stockholder of its obligations hereunder.
(iv) The Subject Shares and the certificates representing such
Shares are held by such Stockholder, or by a nominee or custodian for
the benefit of such Stockholder, free and clear of all liens, claims,
security interests, proxies, voting trusts or agreements,
understandings or arrangements or any other encumbrances whatsoever,
except for (A) any such encumbrances or proxies arising hereunder or
under the existing terms of a trust of
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which such Stockholder is the trustee or (B) any such encumbrances
arising pursuant to the pledge of any Subject Shares by such
Stockholder prior to the date hereof to a financial institution or a
brokerage firm (the "Pledged Shares"); provided, however, that such
Stockholder represents that any such arrangement regarding such Pledged
Shares shall not prevent, delay or otherwise materially impair such
Stockholder's ability to execute and deliver this Agreement or perform
its obligations hereunder and such Stockholder shall use his reasonable
efforts to obtain an acknowledgment by the pledgee of the terms of this
Agreement and such pledgee's agreement to execute a proxy or to
otherwise vote the Pledged Shares (if and to the extent the voting
power of the Pledged Shares is being or to be exercised by pledgee) in
accordance with Section 2 hereof.
(v) No broker, investment banker, financial advisor or other person
is entitled to any broker's, finder's, financial advisor's or other
similar fee or commission based upon arrangements made by or on behalf
of such Stockholder in connection with its entering into this
Agreement.
(vi) Such Stockholder understands and acknowledges that Company is
entering into the Merger Agreement in reliance upon such Stockholder's
execution and delivery of this Agreement.
(b) Company represents and warrants to each Stockholder that the
execution and delivery of this Agreement by Company and the consummation by
Company of the transactions contemplated hereby have been duly authorized by all
necessary action on the part of Company.
2. Voting Agreements. Each Stockholder severally agrees with, and
covenants to, Company that, during the Term (as defined below) of this
Agreement, at any meeting of stockholders of Partner called to vote upon the
amendment of Partner's certificate of incorporation and the issuance of shares
of Partner Common Stock in connection with the consummation of the Merger or at
any adjournment thereof or in any other circumstances upon which a vote, consent
or other approval (including by written consent) with respect to the amendment
of Partner's certificate of incorporation and the issuance of shares of Partner
Common Stock in connection with the consummation of the Merger is sought, such
Stockholder shall, including by executing a written consent solicitation if
requested by Company, vote (or cause to be voted) the Subject Shares in favor of
the amendment of Partner's certificate of incorporation and the issuance of
shares of Partner Common Stock in connection with the consummation of the
Merger.
3. Other Covenants. Each Stockholder severally agrees with, and
covenants to, Company during the Term of this Agreement as follows:
(a) Such Stockholder shall not after the date hereof (i) sell,
transfer, pledge, assign or otherwise dispose of (including by gift)
(collectively, "Transfer"), or consent to any Transfer of, any Subject Shares or
any interest therein, (ii) enter into any contract, option or other agreement
with respect to any Transfer of any or all of the Subject Shares or any interest
therein, (iii) grant any proxy, power-of-attorney or other authorization in or
with respect to the Subject Shares, except for this Agreement or (iv) deposit
the Subject Shares into a voting trust or enter into a voting agreement or
voting arrangement with respect to the Subject Shares; provided, that any such
Stockholder may (x) Transfer any of the Subject Shares to any other Stockholder
who is on the date
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hereof a party to this Agreement, or to any other person or entity that, prior
to or coincident with such Transfer, executes an irrevocable proxy to vote such
Subject Shares in accordance with Section 2 and (y) Transfer a de minimus amount
of such Subject Shares (which in the case of Mr. James Stone, shall include
Transfers up to 75,000 shares in the aggregate); provided, however, that such
Stockholder shall not transfer any Subject Shares pursuant to the preceding
proviso if any such transfer, either alone or in the aggregate with other
transfers by Stockholders and other persons who may be affiliates of Company,
would preclude Partner's ability to account for the business combination to be
effected by the Merger as a pooling of interests; provided, further the
foregoing restrictions shall not be deemed violated in the event of any action
taken by the pledgee of any Pledged Shares pursuant to the terms of any
agreements existing as of the date hereof with respect thereto so long as such
Stockholder uses his reasonable efforts to obtain an acknowledgment by the
pledgee of the terms of this Agreement and such pledgee's agreement to execute a
proxy or to otherwise vote the Pledged Shares (if and to the extent the voting
power of the Pledged Shares is being or to be exercised by pledgee) in
accordance with Section 2 hereof; provided, further, that the restrictions in
this Section 3 shall not be deemed violated by any Transfer of Subject Shares
pursuant to a cashless exercise of stock options; and
(b) Such Stockholder (in his capacity as such) shall not, nor shall
it permit any investment banker, attorney or other adviser or representative of
such Stockholder (in his capacity as such) to, directly or indirectly, (i)
solicit, initiate or encourage the submission of, any Partner Acquisition
Proposal or (ii) participate in any discussions or negotiations regarding, or
furnish to any person any information with respect to, or take any other action
to facilitate any inquires or the making of any proposal that constitutes, or
may reasonably be expected to lead to, any Partner Acquisition Proposal;
provided, however, that nothing herein shall prohibit any Stockholder that is an
officer or director of Partner from taking any action that Partner (or that such
Stockholder in his capacity as an officer or director of Partner) would be
permitted to take under the terms of the Merger Agreement.
4. Certain Events. Each Stockholder agrees that this Agreement and the
obligations hereunder shall attach to such Stockholder's Subject Shares and
shall be binding upon any person or entity to which legal or beneficial
ownership of such Shares shall pass, whether by operation of law or otherwise,
including without limitation such Stockholder's heirs, guardians, administrators
or successors. In the event of any stock split, stock dividend, merger,
reorganization, recapitalization or other change in the capital structure of
Partner affecting the Common Stock, preferred stock or the acquisition of
additional shares of Common Stock, preferred stock or other voting securities of
Partner by any Stockholder, the number of Shares listed on Schedule A beside the
name of such Stockholder shall be adjusted appropriately and this Agreement and
the obligations hereunder shall attach to any additional shares of Common Stock,
preferred stock or other voting securities of Partner issued to or acquired by
such Stockholder.
5. Stop Transfer. Partner agrees with, and covenants to, Company that
Partner shall not register the transfer of any certificate representing any
Subject Shares, unless such transfer is in compliance with this Agreement.
6. Stockholder Capacity. No person executing this Agreement who is or
becomes during the term hereof a director of Partner makes any agreement or
understanding herein in his or her capacity as such director. Each Stockholder
signs solely in his or her capacity as the record and
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beneficial owner of, or the trustee of a trust whose beneficiaries are the
beneficial owners of, such Stockholder's Subject Shares.
7. Further Assurances. Each Stockholder shall, upon request of Company,
execute and deliver any additional documents and take such further actions as
may reasonably be deemed by Company to be necessary or desirable to carry out
the provisions hereof.
8. Termination. This Agreement, and all rights and obligations of the
parties hereunder, shall terminate upon (and shall only be effective from the
date hereof until) the first to occur of (the "Term") (i) the Effective Time of
the Merger or (ii) the date upon which the Merger Agreement is terminated in
accordance with its terms; provided, however, that (x) Section 9 shall survive
any termination of this Agreement pursuant to clause (ii) above and (y)
termination of this Agreement shall not relieve any party hereto from liability
for any willful and knowing breach hereof prior to such termination.
9. Miscellaneous.
(a) All notices, requests, claims, demands and other communications
under this Agreement shall be in writing and shall be deemed given if delivered
personally or sent by overnight courier (providing proof of delivery) to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice): (i) if to Partner or Company, to the
appropriate address set forth in Section 9.02 of the Merger Agreement; and (ii)
if to a Stockholder, to the appropriate address set forth on Schedule A hereto.
(b) 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.
(c) This Agreement may be executed in two or more counterparts, all
of which shall be considered one and the same agreement and shall become
effective as to any Stockholder when one or more counterparts have been signed
by each of Partner, Company and such Stockholder and delivered to Partner,
Company and such Stockholder.
(d) This Agreement (including the documents and instruments referred
to herein) constitutes the entire agreement, and supersedes all prior agreements
and understandings, both written and oral, among the parties with respect to the
subject matter hereof, and this Agreement is not intended to confer upon any
other person any rights or remedies hereunder.
(e) This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws thereof.
(f) Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned, in whole or in part, by
operation of law or otherwise, by any of the parties without the prior written
consent of the other parties, except by laws of descent or as expressly provided
by Section 3(a). Any assignment in violation of the foregoing shall be void.
(g) As between any Stockholder and Partner, each of such parties
agrees that irreparable damage to the other, non-breaching party would occur and
that such non-breaching party
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would not have any adequate remedy at law in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
non-breaching party shall be entitled to an injunction or injunctions to prevent
breaches by the other party of this Agreement and to enforce specifically the
terms and provisions of this Agreement in any Federal court located in the State
of Delaware or in any Delaware state court, this being in addition to any other
remedy to which it may be entitled at law or in equity. In addition, each of the
parties hereto (i) consents to submit such party to the personal jurisdiction of
any Federal court located in the State of Delaware or any Delaware state court
in the event any dispute arises out of this Agreement or any of the transactions
contemplated hereby and (ii) agrees that such party will not attempt to deny or
defeat such personal jurisdiction by motion or other request for leave from any
such court.
(h) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, be held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions herein and the
application thereof to any other circumstances shall remain in full force and
effect, shall not in any way be affected, impaired or invalidated, and shall be
enforced to the fullest extent permitted by law.
(i) No amendment, modification or waiver in respect of this
Agreement shall be effective against any party unless it shall be in writing and
signed by such party.
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IN WITNESS WHEREOF, Stone Energy Corporation, Basin Exploration, Inc.
and the Stockholders party hereto have caused this Agreement to be duly executed
and delivered as of the date first written above.
STONE ENERGY CORPORATION
By: /s/ D. Peter Canty
--------------------------------------------
Name: D. Peter Canty
Title: President and Chief Operating Officer
BASIN EXPLORATION, INC.
By: /s/ Michael S. Smith
--------------------------------------------
Name: Michael S. Smith
Title: President and Chief Executive Officer
/s/ James H. Stone
------------------------------------------------
Name: James H. Stone
/s/ D. Peter Canty
------------------------------------------------
Name: D. Peter Canty
/s/ Raymond B. Gary
------------------------------------------------
Name: Raymond B. Gary
/s/ David R. Voelker
------------------------------------------------
Name: David R. Voelker
/s/ Peter K. Barker
------------------------------------------------
Name: Peter K. Barker
/s/ B.J. Duplantis
------------------------------------------------
Name: B.J. Duplantis
/s/ John P. Laborde
------------------------------------------------
Name: John P. Laborde
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/s/ Richard A. Pattarozzi
------------------------------------------------
Name: Richard A. Pattarozzi
/s/ Robert A. Bernhard
------------------------------------------------
Name: Robert A. Bernhard
/s/ Joe R. Klutts
------------------------------------------------
Name: Joe R. Klutts
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SCHEDULE A
<TABLE>
<CAPTION>
STOCKHOLDER NAME/ADDRESS NUMBER OF SHARES OF
------------------------ COMMON STOCK(1)
---------------
<S> <C>
JAMES H. STONE 1,143,699 (DIRECT)
909 POYDRAS STREET, SUITE 2650 282,783 (INDIRECT)
NEW ORLEANS, LOUISIANA 70122
D. PETER CANTY 353,370 (DIRECT)
625 E. KALISTE SALOOM ROAD 200 (INDIRECT)
LAFAYETTE, LOUISIANA 70508
JOE R. KLUTTS 421,170 (DIRECT)
625 E. KALISTE SALOOM ROAD
LAFAYETTE, LOUISIANA 70508
ROBERT A. BERNHARD 121,000 (DIRECT)
6 EAST 43RD STREET, 28TH FLOOR 42,000 (INDIRECT)
NEW YORK, NEW YORK 10017
RAYMOND B. GARY 39,259 (DIRECT)
1221 AVENUE OF THE AMERICAS, 30TH FLOOR 20,000 (INDIRECT)
NEW YORK, NEW YORK 10020
DAVID R. VOELKER 40,616 (DIRECT)
1100 POYDRAS STREET, SUITE 1500 414,970 (INDIRECT)
NEW ORLEANS, LOUISIANA 70163
JOHN P. LABORDE 18,667 (DIRECT)
601 POYDRAS STREET, SUITE 1637
NEW ORLEANS, LOUISIANA 70130
PETER K. BARKER 1,000 (DIRECT)
2121 AVENUE OF THE STARS
LOS ANGELES, CALIFORNIA 90067
B. J. DUPLANTIS 11,000 (DIRECT)
625 E. KALISTE SALOOM ROAD, SUITE 301
LAFAYETTE, LOUISIANA 70508
</TABLE>
11069_6
--------------
(1) Numbers do not include options currently held by the named individuals.
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