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EXHIBIT 10.22
STOCKHOLDERS AGREEMENT
AMENDED AND RESTATED
INSTRUMENT OF ACCESSION
This AMENDED AND RESTATED INSTRUMENT OF ACCESSION (the "Instrument of
Accession"), is executed by Energy Spectrum Partners LP, a Delaware limited
partnership ("Energy"), and Universal Compression Holdings, Inc., a Delaware
corporation ("Holdings").
RECITALS
As of April 28, 2000 (the "Effective Date"), Energy executed and
delivered an Instrument of Accession (the "Original Instrument of Accession") as
a condition precedent to becoming the owner or holder of record of seventeen
thousand two hundred and one (17,201) shares of Common Stock, par value $0.01
per share, of Holdings and sixty eight thousand eight hundred and four (68,804)
shares of Preferred Stock, par value $0.01 per share, of Holdings.
Energy and Holdings hereby agree that the Original Instrument of
Accession is hereby amended and restated in its entirety as follows:
As of the Effective Date, Energy agrees to become a stockholder, party
to and bound by that certain Stockholders Agreement, dated as of February 20,
1998, by and among Holdings and certain stockholders of Holdings (the
"Stockholders Agreement"). In connection therewith, if Holdings shall not have
consummated a public offering of equity securities that are registered under the
Securities Act of 1933, as amended, prior to or on August 31, 2000, Holdings
hereby grants to Energy, from and after August 31, 2000, upon the terms and
conditions as set forth herein, the following Board of Directors observer rights
(the "Board Observer Rights"):
Energy may select a representative to attend as an observer
all meetings, including telephonic meetings, of Holdings' Board of
Directors. In such event, Holdings will give Energy written notice of
each meeting of its Board of Directors at the same time and in the same
manner as notice is given to the directors. Energy shall also be
provided with all written materials and other information (including
minutes of meetings) given to directors in connection with such
meetings at the same time such materials and information are given to
the directors. If Holdings proposes
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to take any action by written consent in lieu of a meeting of its Board
of Directors, Holdings shall give written notice thereof to Energy
promptly following the effective date of such consent describing in
reasonable detail the nature and substance of such action. In the event
Holdings establishes separate committees of the Board of Directors, the
right to a representative granted hereunder shall extend to all
meetings, including telephone meetings, of the Compensation and Audit
Committees, but shall in no event extend to meetings of Holdings'
Executive Committee. The Board Observer Rights are exclusive to Energy
and are thereby not assignable by Energy under any circumstances. The
Board Observer Rights shall terminate concurrently with, and upon the
same terms and conditions, as the Board of Directors observer rights
set forth in Section 8.8 of the Stockholders Agreement.
This Amended and Restated Instrument of Accession shall be effective as
of the Effective Date and, except for the Board Observer Rights, shall be an
integral part of the Stockholders Agreement as of the Effective Date immediately
upon execution by the undersigned parties.
[Signature page follows.]
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IN WITNESS WHEREOF, this AMENDED AND RESTATED INSTRUMENT OF ACCESSION
has been duly executed by or on behalf of the undersigned parties as of this
22nd day of May, 2000.
ENERGY SPECTRUM PARTNERS LP
By: Energy Spectrum Capital LP,
its general partner
By: Energy Spectrum LLC
its general partner
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
Title: Vice President
Address For Notice:
c/o Energy Spectrum Partners LP
0000 Xxxxxx Xxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
UNIVERSAL COMPRESSION HOLDINGS,
INC.
By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
