AMENDED & RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF UCO GENERAL PARTNER, LP A Delaware Limited Partnership Dated as of October 20, 2006
Exhibit 3.2
AMENDED & RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
AGREEMENT OF LIMITED PARTNERSHIP
OF
UCO GENERAL PARTNER, LP
A Delaware Limited Partnership
A Delaware Limited Partnership
Dated as of
October 20, 2006
October 20, 2006
AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF
UCO GENERAL PARTNER, LP
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”), dated as of
October 20, 2006, is entered into and executed by UCO GP, LLC, a Delaware limited liability
company, as General Partner, and UCI GP LP LLC, a Delaware limited liability company, as
Substituted Limited Partner.
WHEREAS, the General Partner and Universal Compression, Inc. (“UCI”) organized the Partnership
as a Delaware limited partnership pursuant to an Agreement of Limited Partnership of the
Partnership dated as of June 16, 2006 (the “Original Agreement”);
WHEREAS, on the date hereof, UCI contributed its interest in the Partnership to the
Substituted Limited Partner as a capital contribution pursuant to the Contribution Agreement; and
WHEREAS, the General Partner and the Substituted Limited Partner now desire to amend and
restate the Original Agreement as provided herein to reflect the reorganization of the ownership of
the Partnership.
NOW, THEREFORE, the General Partner and the Substituted Limited Partner do hereby amend and
restate the Original Agreement to provide in its entirety as follows:
ARTICLE I
DEFINITIONS
The following definitions shall for all purposes, unless otherwise clearly indicated to the
contrary, apply to the terms used in this Agreement.
“Affiliate” has the meaning set forth in the MLP Agreement.
“Certificate of Limited Partnership” means the Certificate of Limited Partnership filed with
the Secretary of State of the State of Delaware as described in the first sentence of Section 2.5
as amended or restated from time to time.
“Contribution Agreement” has the meaning set forth in the First Amended and Restated Agreement
of Limited Partnership of the MLP.
“Delaware Act” means the Delaware revised Uniform Limited Partnership Act, as amended from
time to time, and any successor to such act.
“General Partner” means UCO GP, LLC, a Delaware limited liability company.
“Limited Partner” means the Substituted Limited Partner and any other limited partner admitted
to the Partnership from time to time.
“Indemnitee” means (a) the General Partner, (b) any Person who is or was an Affiliate of the
General Partner (other than the MLP and its Subsidiaries), (c) any Person who is or was a member,
partner, director, officer, fiduciary or trustee of the General Partner or any Affiliate of the
General Partner, (d) any Person who is or was serving at the request of the General Partner or any
Affiliate of the General Partner as an officer, director, member, partner, fiduciary or trustee of
another Person, provided that that Person shall not be an Indemnitee by reason of providing, on a
fee-for-services basis, trustee, fiduciary or custodial services, and (e) any Person the General
Partner designates as an “Indemnitee” for purposes of this Agreement.
“MLP” means Universal Compression Partners, L.P., a Delaware limited partnership.
“MLP Agreement” means the First Amended and Restated Agreement of Limited Partnership of the
MLP.
“Partner” means the General Partner or any Limited Partner.
“Partnership” means UCO General Partner, LP, a Delaware limited partnership.
“Percentage Interest” means, with respect to any Partner, the percentage of cash contributed
by such Partner to the Partnership as a percentage of all cash contributed by all the Partners to
the Partnership.
“Person” has the meaning set forth in the MLP Agreement.
“Subsidiary” has the meaning set forth in the MLP Agreement.
“Substituted Limited Partner” means UCI GP LP LLC, a Delaware limited liability company.
ARTICLE II
ORGANIZATIONAL MATTERS
2.1 Formation. The Partnership was previously formed as a limited partnership pursuant to the
provisions of the Delaware Act and the General Partner and the Substituted Limited Partner hereby
amend and restate the original Agreement of Limited Partnership of UCO General Partner, LP
effective on the date of this Agreement. The General Partner and the Substituted Limited Partner
hereby enter into this Agreement to set forth the rights and obligations of the Partnership and
certain matters related thereto. Except as expressly provided herein to the contrary, the rights
and obligations of the Partners and the administration, dissolution and termination of the
Partnership shall be governed by the Delaware Act.
2.2 Name. The name of the Partnership shall be, and the business of the Partnership shall be
conducted under the name of, “UCO General Partner, LP”.
2
2.3 Principal Office; Registered Office.
(a) The principal office of the Partnership shall be at 0000 Xxxxxxxxxx Xxxx, Xxxxxxx, Xxxxx
00000 or such other place as the General Partner may from time to time designate.
(b) The address of the Partnership’s registered office in the State of Delaware shall be the
Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, and the name of the
Partnership’s registered agent for service of process at such address shall be the Corporation
Trust Center.
2.4 Term. The Partnership shall continue in existence until an election to dissolve the
Partnership by the General Partner.
2.5 Organizational Certificate. A Certificate of Limited Partnership of the Partnership has
been filed by the General Partner with the Secretary of State of the State of Delaware as required
by the Delaware Act. The General Partner shall cause to be filed such other certificates or
documents as may be required for the formation, operation and qualification of a limited
partnership in the State of Delaware and any state in which the Partnership may elect to do
business. The General Partner shall thereafter file any necessary amendments to the Certificate of
Limited Partnership and any such other certificates and documents and do all things requisite to
the maintenance of the Partnership as a limited partnership (or as a partnership in which the
Limited Partners have limited liability) under the laws of Delaware and any state or jurisdiction
in which the Partnership may elect to do business.
2.6 Partnership Interests. Effective as of the date hereof and pursuant to the terms of the
Contribution Agreement, the General Partner shall have a 0.001% Percentage Interest (the “GP
Interest”) and the Substituted Limited Partner shall have a 99.999% Percentage Interest (the “LP
Interest”).
2.7 Certificates. The Partnership shall deliver certificates representing the GP Interest and
the LP Interest to which the General Partner and Substituted Limited Partners shall be entitled.
Certificates representing the GP Interest and the LP Interest shall be in such form as shall be
approved and adopted by the General Partner and shall be numbered consecutively and entered in the
records of the Partnership as they are issued. Each certificate shall state on the face thereof
that the Partnership is organized under the laws of the State of Delaware and the Percentage
Interest represented thereby. Certificates shall be signed by an officer of the General Partner
and the signature of such officer may be a facsimile. Certificates representing the General
Partner Interest or the Limited Partner Interest shall be transferable only on the records of the
Partnership by the holder thereof in person or by his duly authorized attorney. The certificated
GP Interest and LP Interest in the Partnership described herein are governed by Article 8 of the
Uniform Commercial Code, as adopted by the State of Delaware.
3
ARTICLE III
PURPOSE
The purpose and business of the Partnership shall be to (i) act as the general partner of the
MLP (and acquire, hold and dispose of partnership interests and related rights in the MLP in
connection with such purpose) and only undertake activities that are ancillary or related thereto
and (ii), in connection with acting in such capacity, carry on any lawful business or activity
permitted by the Act.
ARTICLE IV
CAPITAL CONTRIBUTIONS
UCI contributed to the Partnership $999.99 in cash and the General Partner contributed to the
Partnership $0.01 in cash in accordance with the terms of the Original Agreement. The Limited
Partners, with the consent of the General Partner, may, but shall not be obligated to, make
additional capital contributions to the Partnership. Upon any such additional capital
contributions by the Limited Partners, the General Partner shall be obligated to make an additional
capital contribution to the Partnership such that the General Partner shall at all times have a
capital account equal to 0.001% of the capital accounts of all Partners of the Partnership.
ARTICLE V
CAPITAL ACCOUNT ALLOCATIONS AND DISTRIBUTIONS
5.1 Capital Accounts. The Partnership shall maintain a capital account for each of the
Partners in accordance with the regulations issued pursuant to Section 704 of the Internal Revenue
Code of 1986, as amended (the “Code”), and as determined by the General Partner as consistent
therewith.
5.2 Allocations. For federal income tax purposes, each item of income, gain, loss, deduction
and credit of the Partnership shall be allocated among the Partners in accordance with their
Percentage Interests, except that the General Partner shall have the authority to make such other
allocations as are necessary and appropriate to comply with Section 704 of the Code and the
regulations pursuant thereto.
5.3 Distributions. From time to time, but not less often than quarterly, the General Partner
shall review the Partnership’s accounts to determine whether distributions are appropriate. The
General Partner may make such cash distribution as it, in its sole discretion, may determine
without being limited to current or accumulated income or gains from any Partnership funds,
including, without limitation, Partnership revenues, capital contributions or borrowed funds;
provided, however, that no such distribution shall be made if, after giving effect thereto, the
liabilities of the Partnership exceed the fair market value of the assets of the Partnership. In
its sole discretion, the General Partner may, subject to the foregoing proviso, also distribute to
the Partners other Partnership property, or other securities of the Partnership or other entities.
All distributions by the General Partner shall be made to all Partners simultaneously and in
accordance with the Percentage Interests of the Partners.
4
ARTICLE VI
MANAGEMENT AND OPERATIONS OF BUSINESS
Except as otherwise expressly provided in this Agreement, all powers to control and manage the
business and affairs of the Partnership shall be vested exclusively in the General Partner. The
Limited Partner shall not have any power to control or manage the Partnership.
ARTICLE VII
RIGHTS AND OBLIGATIONS OF LIMITED PARTNER
The Limited Partners shall have no liability under this Agreement except as provided in
Article IV.
ARTICLE VIII
DISSOLUTION AND LIQUIDATION
The Partnership shall be dissolved, and its affairs shall be wound up upon the first to occur
of (i) the expiration of its term as provided in Section 2.4; (ii) an election to dissolve the
Partnership by the General Partner; or (iii) the entry of a decree of judicial dissolution of the
Partnership pursuant to the provisions of the Delaware Act.
ARTICLE IX
AMENDMENT OF PARTNERSHIP AGREEMENT
The General Partner may amend any provision of this Agreement without the consent of the
Limited Partner and may execute, swear to, acknowledge, deliver, file and record whatever documents
may be required in connection therewith.
ARTICLE X
INDEMNIFICATION AND LIMITATION OF LIABILITY
10.1 Indemnification
(a) To the fullest extent permitted by law but subject to the limitations expressly provided
in this Agreement, all Indemnitees shall be indemnified and held harmless by the Partnership from
and against any and all losses, claims, damages, liabilities, joint or several, expenses (including
legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts
arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal,
administrative or investigative, in which any Indemnitee may be involved, or is threatened to be
involved, as a party or otherwise, by reason of its status as an Indemnitee; provided, that the
Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable
judgment entered by a court of competent jurisdiction determining that, in respect of the matter
for which the Indemnitee is seeking indemnification pursuant to this Section
5
10.1, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the
case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any
indemnification pursuant to this Section 10.1 shall be made only out of the assets of the
Partnership, it being agreed that the General Partner shall not be personally liable for such
indemnification and shall have no obligation to contribute or lend any monies or property to the
Partnership to enable it to effectuate such indemnification.
(b) To the fullest extent permitted by law, expenses (including legal fees and expenses)
incurred by an Indemnitee who is indemnified pursuant to Section 10.1(a) in defending any claim,
demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior
to a determination that the Indemnitee is not entitled to be indemnified upon receipt by the
Partnership of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be
determined that the Indemnitee is not entitled to be indemnified as authorized in this Section
10.1.
(c) The indemnification provided by this Section 10.1 shall be in addition to any other rights
to which an Indemnitee may be entitled under any agreement as a matter of law or otherwise, both as
to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity
(including any capacity under the Purchase Agreement (as defined in the MLP Agreement), and shall
continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the
benefit of the heirs, successors, assigns and administrators of the Indemnitee.
(d) The Partnership may purchase and maintain (or reimburse the General Partner or its
Affiliates for the cost of) insurance, on behalf of the Indemnitees, the General Partner and its
Affiliates and such other Persons as the General Partner shall determine, against any liability
that may be asserted against, or expense that may be incurred by, such Person in connection with
the Partnership’s activities or such Person’s activities on behalf of the Partnership, regardless
of whether the Partnership would have the power to indemnify such Person against such liability
under the provisions of this Agreement.
(e) For purposes of this Section 10.1, the Partnership shall be deemed to have requested an
Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its
duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan
or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect
to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning
of Section 10.1(a); and action taken or omitted by it with respect to any employee benefit plan in
the performance of its duties for a purpose reasonably believed by it to be in the best interest of
the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the
best interests of the Partnership.
(f) In no event may an Indemnitee subject the Limited Partners to personal liability by reason
of the indemnification provisions set forth in this Agreement.
(g) An Indemnitee shall not be denied indemnification in whole or in part under this Section
10.1 because the Indemnitee had an interest in the transaction with respect to which the
indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.
6
(h) The provisions of this Section 10.1 are for the benefit of the Indemnitees, their heirs,
successors, assigns and administrators and shall not be deemed to create any rights for the benefit
of any other Persons.
(i) No amendment, modification or repeal of this Section 10.1 or any provision hereof shall in
any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be
indemnified by the Partnership, nor the obligations of the Partnership to indemnify any such
Indemnitee under and in accordance with the provisions of this Section 10.1 as in effect
immediately prior to such amendment, modification or repeal with respect to claims arising from or
relating to matters occurring, in whole or in part, prior to such amendment, modification or
repeal, regardless of when such claims may arise or be asserted.
(j) THE PROVISIONS OF THE INDEMNIFICATION PROVIDED IN THIS SECTION 10.1 ARE INTENDED BY THE
PARTIES TO APPLY EVEN IF SUCH PROVISIONS HAVE THE EFFECT OF EXCULPATING THE INDEMNITEE FROM LEGAL
RESPONSIBILITY FOR THE CONSEQUENCES OF SUCH PERSON’S NEGLIGENCE, FAULT OR OTHER CONDUCT.
10.2 Liability of Indemnitees.
(a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall
be liable for monetary damages to the Partnership, the MLP, the Limited Partners or any other
Persons who have acquired interests in the Partnership, for losses sustained or liabilities
incurred as a result of any act or omission of an Indemnitee unless there has been a final and
non-appealable judgment entered by a court of competent jurisdiction determining that, in respect
of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful
misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct
was criminal.
(b) Subject to its obligations and duties as General Partner set forth in Article VI, the
General Partner may exercise any of the powers granted to it by this Agreement and perform any of
the duties imposed upon it hereunder either directly or by or through its agents, and the General
Partner shall not be responsible for any misconduct or negligence on the part of any such agent
appointed by the General Partner in good faith.
(c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary
duties) and liabilities relating thereto to the Partnership or to the Partners, the General Partner
and any other Indemnitee acting in connection with the Partnership’s business or affairs shall not
be liable to the Partnership or to any Partner for its good faith reliance on the provisions of
this Agreement.
(d) Any amendment, modification or repeal of this Section 10.2 or any provision hereof shall
be prospective only and shall not in any way affect the limitations on the liability of the
Indemnitees under this Section 10.2 as in effect immediately prior to such amendment, modification
or repeal with respect to claims arising from or relating to matters occurring, in whole or in
part, prior to such amendment, modification or repeal, regardless of when such claims may arise or
be asserted.
7
ARTICLE XI
GENERAL PROVISIONS
11.1 Addresses and Notices. Any notice to the Partnership, the General Partner or the Limited
Partner shall be deemed given if received by it in writing at the principal office of the
Partnership designated pursuant to Section 2.3(a).
11.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors and assigns.
11.3 Integration. This Agreement constitutes the entire agreement among the parties
pertaining to the subject matter hereof and supersedes all prior agreements and understandings
pertaining thereto.
11.4 Severability. If any provision of this Agreement is or becomes invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions
hereof, or of such provision in other respects, shall not be affected thereby.
11.5 Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (EXCLUDING ITS CONFLICT OF LAW RULES).
[signature page follows]
8
IN WITNESS WHEREOF, this Agreement has been duly executed by the General Partner and the
Substituted Limited Partner as of October 20, 2006.
| GENERAL PARTNER: | ||||||
| UCO GP, LLC | ||||||
| By: | /s/ J. Xxxxxxx Xxxxxxxx | |||||
| Name: | J. Xxxxxxx Xxxxxxxx | |||||
| Title: | Senior Vice President | |||||
| SUBSTITUTED LIMITED PARTNER: | ||||||
| UCI GP LP LLC | ||||||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |||||
| Name: | Xxxxxx X. Xxxxxxxx | |||||
| Title: | Manager | |||||
Signature Page to Amended and Restated Agreement of Limited Partnership of UCO General Partner, LP
