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EXHIBIT 9.5
FIRST AMENDMENT TO VOTING AGREEMENT
This FIRST AMENDMENT TO VOTING AGREEMENT (this "Amendment"),
dated as of May 19, 2000, amending that certain Voting Agreement, dated as of
February 20, 1998 (the "Voting Agreement"), is made and entered into by and
among Universal Compression Holdings, Inc., a Delaware corporation ("Holdings"),
Xxxxxx Xxxxxx Partners III, L.P., a Delaware limited partnership ("CHP III"),
and the undersigned (collectively, the "Co-Investors"). Capitalized terms used
herein but not defined shall have the meanings set forth in the Voting
Agreement.
RECITALS:
WHEREAS, Holdings desires to offer shares of its common stock,
par value $.01 per share (the "Common Stock"), to the public in an initial
public offering (the "Offering") and, in connection with the Offering, the
Company desires to effect a recapitalization of its capital stock (the
"Recapitalization"); and
WHEREAS, Holdings, CHP III and the Co-Investors entered into
that certain Voting Agreement; and
WHEREAS, in connection with the Recapitalization, Holdings,
CHP III and the Co-Investors desire to amend the Voting Agreement upon the terms
and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements and
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned hereby
agree as follows:
1. The definition of "Holdings Securities" in Section 1 of the
Voting Agreement is amended hereby by deleting the definition in its entirety
and substituting therefor the following:
"Holdings Securities" shall mean the Common Stock and the
Preferred Stock as collectively referred to herein and any and
all securities of Holdings that may be issued in respect of,
in exchange for or in the substitution of any shares of Common
Stock or Preferred Stock."
2. Effective as of the date of consummation of the Offering,
the definition of "Change in Control" in Section 1 of the Voting Agreement is
amended hereby by deleting the definition in its entirety and substituting
therefor the following:
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"Change in Control" shall mean any of the following: (i) (a)
CHP and the Affiliates of CHP shall cease to have the
Beneficial Ownership, directly or indirectly, of equity
securities of Holdings representing at least 30% (until
Holdings' initial public offering of Common Stock has been
consummated or, if no Change in Control has occurred prior
thereto, 15% thereafter, in each case) of the total combined
ordinary voting power of all equity securities of Holdings and
(b) CHP and the Affiliates of CHP shall cease to own of record
directly or through their partners or members equity
securities of Holdings representing at least 10% of the total
combined ordinary voting power of all equity securities of
Holdings; (ii) the sole general partner of CHPIII shall be
neither Xxxxxx Xxxxxx Partners III GP, Inc. or an entity
controlling, controlled by or under common control with Xxxxxx
Xxxxxx Partners III GP, Inc.; or (iii) all or substantially
all the assets of Universal Compression, Inc. and its
subsidiaries are directly or through transfer of equity
interests transferred or otherwise disposed of in one or a
series of related transactions to an entity in which CHP and
its Affiliates fail to own the foregoing percentages, as
appropriate, and after which Holdings ceases to own directly
of indirectly substantially all equity interests of each
entity acquiring such assets."
3. Section 2 of the Voting Agreement is amended hereby
(i) by deleting the introduction to Section 2 up to
clause (a) and substituting therefor the following:
"From and after the date of this Agreement until the first to
occur of a Change in Control or the expiration of three years
following the end of the period following the consummation of
an initial public offering of Common Stock during which the
Co-Investors are restricted by agreement from selling their
Holdings Securities, in the event that there shall be
presented for a vote by the holders of Holdings Securities at
any regular or special meeting of the stockholders of
Holdings, or in any written consent executed by holders of
Holdings Securities in lieu of such a meeting of stockholders,
any matter, proposition or proposal related to any of:"
(ii) by deleting the parenthetical in the text
thereof following clause (l);
and
(iii) by adding to Section 2 the following:
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"As a condition to the transfer by a Co-Investor of any
Holdings Securities to a Person not otherwise a party to this
Agreement, or to a Voting Trust Agreement, which CHP or an
Affiliate of CHP acts as the voting trustee of Holdings
Securities, such Co-Investor agrees to cause the transferee
thereof to agree to be bound by this Agreement unless, in each
case, following consummation of an initial public offering of
Common Stock any of the following is applicable: (x) such
transfer does not exceed, together with all other transfers of
Holdings Securities (but excluding transfers pursuant to
clause (y) below) for the account of such Co-Investor within
the preceding three months, one percent of the issued and
outstanding shares of Holding Securities as set forth in the
most recent Form 10-K or Form 10-Q (or such successor forms
thereto) filed by Holdings with the Securities and Exchange
Commission or (y) such transfer is pursuant to a Demand
Registration or Piggyback Registration as such terms are
defined in Sections 1.1(a) and 1.2(a), respectively, of the
Registration Rights Agreement, dated as of February 20, 1998,
by and among Holdings, CHPIII, each other person or entity
signatory thereto and each of the other Persons who becomes a
party to such agreement after the date thereof."
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the undersigned have executed this
Amendment as of the date first set forth above.
XXXXXX XXXXXX PARTNERS III, L.P.
By: XXXXXX XXXXXX, INC.
its Investment Manager
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
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Title:
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UNIVERSAL COMPRESSION HOLDINGS, INC.
By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
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Title: Executive Vice President
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CO-INVESTORS
MELLON BANK, N.A., AS TRUSTEE FOR THE XXXX
ATLANTIC MASTER TRUST, AS DIRECTED BY XXXX
ATLANTIC CORPORATION, solely in its capacity
as Trustee and not in its individual
capacity
By: /s/ Xxxxxxxxxx Xxxx
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Name: Xxxxxxxxxx Xxxx
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Title: Authorized Signatory
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FIRST UNION CAPITAL PARTNERS, INC.
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Title: Partner
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BT CAPITAL PARTNERS, INC.
By: /s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
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Title: Associate
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WILMINGTON TRUST, AS TRUSTEE OF
DU PONT PENSION TRUST
By: /s/ Xxxx Xxxxx Xxxxxx
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Name: Xxxx Xxxxx Xxxxxx
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Title: Vice President
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XXXXX UNIVERSITY THIRD CENTURY FUND
By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
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Title: Treasurer
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