This excerpt taken from the BBG 8-K filed Mar 10, 2008.
March [ ], 2008
Deutsche Bank Securities Inc.
Banc of America Securities LLC
J.P. Morgan Securities Inc.
As Representatives of the
several Underwriters listed
in Schedule 1 to the Underwriting Agreement
c/o Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
c/o Banc of America Securities LLC
9 West 57th Street
New York, New York 10019
c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
Ladies and Gentlemen:
The undersigned, a securityholder and/or an executive officer and/or director of Bill Barrett Corporation, a Delaware corporation (the Company), understands that Deutsche Bank Securities Inc., Banc of America Securities LLC and J.P. Morgan Securities Inc. (the Representatives) propose to enter into an underwriting agreement (the Underwriting Agreement) with the Company providing for the public offering of the Companys 5.00% Senior Convertible Notes due 2028. In recognition of the benefit that such offerings will confer upon the undersigned as a securityholder and/or an executive officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during a period of 60 days from the date of the Underwriting Agreement (the Lock-Up Period), the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, lend or otherwise dispose of or transfer any of the Companys common stock or notes or any securities convertible into or exchangeable or exercisable for the Companys common stock or notes, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended (the Act), with respect to any of the foregoing (collectively, the Lock-Up Securities) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of common stock, in cash or otherwise.
Notwithstanding the foregoing and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives (i) as a bona fide gift or gifts (ii) by will or intestacy, (iii) to any trust, partnership or limited liability company for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (iv) to a spouse, former spouse, child or other dependent pursuant to a domestic relations order or an order of a court of competent jurisdiction, (v) as a distribution to members, limited partners or stockholders of the undersigned or to the undersigneds affiliates (as such term is defined in Rule 501 under the Act) or to any investment fund or other entity controlled or managed by the undersigned, (vi) if the undersigned is a senior executive officer or director of the Company, such individuals may sell shares pursuant to a written trade plan, in existence as of the date hereof, complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the Exchange Act), (vii) if the undersigned is a senior executive officer or director of the Company, such individuals may sell up to an aggregate of 200,000 shares of the Companys common stock (such 200,000 shares to be allocated among such executive officers and directors by the Company in accordance with its internal control policy), so long as those sales are made in compliance with the Companys insider trading policies, (viii) if the undersigned is Warburg Pincus Private Equity VIII, L.P. or an affiliate of Warburg Pincus Private Equity VIII, L.P., such person or entity may distribute to its members, general or limited partners or stockholders up to an aggregate of 25% of its shares of the Companys common stock owned as of the date of this Lock-Up Agreement; or (ix) as permitted under the terms of any of the Companys employee benefit plans including any 401(k) plan or long-term incentive plan in effect on the date hereof (including, without limitation, the forfeiture to the Company by the undersigned of Lock-Up Securities in satisfaction of tax withholding obligations arising in connection with the issuance, vesting or exercise of an award under any such plan or the lapse of restrictions thereon); provided that, with respect to the items in clauses (i) through (v) only, (1) the Representatives receive a signed Lock-Up Agreement for the balance of the Lock-Up Period from each donee, trustee, distributee or transferee, as the case may be; (2) any such transfer shall not involve a disposition for value; (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission (other than reports on Forms 4 or 5 or pursuant to Section 13 of the Exchange Act), or otherwise; and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfer.
For purposes of this Lock-Up Agreement, immediate family shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. The undersigned also agrees and consents to the entry of stop transfer instructions with the Companys transfer agent
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and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.
The undersigned understands that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the 5.00% Senior Convertible Notes due 2028 to be sold thereunder, the undersigned shall be released from all obligations under this Lock-Up Agreement.
The undersigned understands that the Representatives are entering into the Underwriting Agreement and proceeding with the offerings in reliance upon this Lock-Up Agreement.
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This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.
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