CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
CONTRIBUTION, CONVEYANCE
AND ASSUMPTION AGREEMENT
AND ASSUMPTION AGREEMENT
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [October___], 2006, is
entered into by and among UNIVERSAL COMPRESSION PARTNERS, L.P., a Delaware limited partnership
(“MLP”), UC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“OLP”),
UCO GP, LLC, a Delaware limited liability company (“GP LLC”), UCO GENERAL PARTNER, LP, a
Delaware limited partnership (“GP”), UNIVERSAL COMPRESSION, INC., a Texas corporation
(“UCI”), UCO COMPRESSOR 2005 LLC, a Delaware limited liability company (“UCO
2005”), UCLP LEASING, L.P., a Delaware limited partnership (“Leasing LP”), UCI MLP LP
LLC, a Delaware limited liability company (“MLP LP LLC”), UCI GP LP LLC, a Delaware limited
liability company (“LP LLC”), UCLP OLP GP LLC, a Delaware limited liability company
(“OLP GP”), UCLP LEASING GP LLC, a Delaware limited liability company (“Leasing
GP”). The parties to this agreement are collectively referred to herein as the
“Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in
Section 1.1.
RECITALS
WHEREAS, UCI and GP have formed MLP, pursuant to the Delaware Revised Uniform Limited
Partnership Act (the “Delaware LP Act”), for the purpose of engaging in any business
activity that is approved by GP and that lawfully may be conducted by a limited partnership
organized pursuant to the Delaware Act.
WHEREAS, in order to accomplish the objectives and purposes in the preceding recital, the
following actions have been taken prior to the date hereof:
1. UCI formed GP LLC, under the terms of the Delaware Limited Liability Company Act (the
“Delaware LLC Act”), and contributed $1,000 in exchange for all of the member interests in
GP LLC.
2. GP LLC and UCI formed GP, under the terms of the Delaware LP Act, to which GP LLC
contributed $0.01 and UCI contributed $999.99 in exchange for a 0.001% general partner interest and
99.999% limited partner interest, respectively.
3. GP and UCI formed MLP, under the terms of the Delaware LP Act, to which GP contributed $20
and UCI contributed $980 in exchange for a 2% general partner interest and 98% limited partner
interest, respectively.
4. UCI formed OLP GP, under the terms of the Delaware LLC Act, and contributed $1,000 in
exchange for all of the member interests in OLP GP.
5. OLP GP and UCI formed OLP, under the terms of the Delaware LP Act, to which OLP GP
contributed $0.02 and UCI contributed $1,999.98 in exchange for a 0.001% general partner interest
and 99.999% limited partner interest, respectively.
6. OLP formed Leasing GP, under the terms of the Delaware LLC Act, and contributed $100 in
exchange for all of the member interests in Leasing GP.
7. Leasing GP and OLP formed Leasing LP, under the terms of the Delaware LP Act, to which
Leasing GP contributed $0.01 and OLP contributed $999.99 in exchange for a 0.001% general partner
interest and 99.999% limited partner interest, respectively.
8. UCI formed MLP LP LLC, under the terms of the Delaware LLC Act, and contributed $1,000 in
exchange for all of the member interests in MLP LP LLC.
9. UCI formed LP LLC, under the terms of the Delaware LLC Act, and contributed $1,000 in
exchange for all of the member interests in LP LLC.
10. UCI formed UCI Leasing Holding GP LLC, a Delaware limited liability company (“Holding
GP”), under the terms of the Delaware LLC Act, and contributed $1,000 in exchange for all of
the member interests in Holding GP.
11. UCI formed UCI Leasing Holding LP LLC, a Delaware limited liability company (“Holding
LP”), under the terms of the Delaware LLC Act, and contributed $1,000 in exchange for all of
the member interests in Holding LP.
12. Holding GP and UCI formed UCI Compressor Holding, L.P., a Delaware limited partnership
under the terms of the Delaware LP Act (“Compressor Holding LP”), to which Holding GP
contributed $0.01 and UCI contributed $999.99 in exchange for a 0.001% general partner interest and
99.999% limited partner interest, respectively.
13. UCI has conveyed all of its Compression Equipment, other than its Compression Equipment to
be conveyed to the MLP set forth on Schedule A (the “UCI MLP Compression Equipment”), to
Compressor Holding LP as a capital contribution (.001% on behalf of Holdings GP and 99.99% on its
own behalf) pursuant to, and in accordance with, that certain [Assignment, Conveyance and Xxxx of
Sale] between UCI and Compressor Holding LP dated as of [ ], 2006.
14. UCI has conveyed all of its limited partner interest in Compressor Holding LP to Holding
LP as a capital contribution.
WHEREAS, concurrently with the consummation of the transactions contemplated hereby, each of
the following matters shall occur:
1. UCI will contribute to OLP $[ ] as a capital contribution (of which 0.001% of such
contribution will be made to OLP on behalf of OLP GP) (the “Purchase Cash”).
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2. OLP will contribute to Leasing LP the Purchase Cash as a capital contribution (of which
0.001% of such contribution will be made to Leasing LP on behalf of Leasing GP).
3. UCO 2005 will convey the Compression Equipment set forth on Schedule B hereto (the “UCO
2005 MLP Compression Equipment”) and the compression services agreements set forth on Schedule
C hereto (the “UCO 2005 MLP CSAs”) to Leasing LP pursuant to, and in accordance with, that
certain [Assignment, Conveyance and Xxxx of Sale] between UCO 2005 and Leasing LP dated as of the
date hereof in the form set forth as Exhibit [A] hereto (the “UCO 2005 Xxxx of Sale”) in
exchange for the Purchase Cash.
4. Leasing LP will distribute the UCO 2005 MLP CSAs to OLP pursuant to, and in accordance
with, that certain [Assignment and Assumption Agreement] between Leasing LP and OLP dated as of the
date hereof in the form set forth as Exhibit [B] hereto (the “Leasing LP Assignment and
Assumption Agreement”) as a distribution.
5. UCI will convey the UCI MLP Compression Equipment and the compression services agreements
set forth on Schedule D hereto (the “UCI MLP CSAs”) to OLP pursuant to, and in accordance
with, that certain [Assignment, Conveyance and Xxxx of Sale] between UCI and OLP dated as of the
date hereof in the form set forth as Exhibit [C] hereto (the “UCI Xxxx of Sale”) as a
capital contribution to OLP and in exchange for OLP’s assumption of $[223,250,000] of UCI’s
indebtedness (the “Debt”).
6. OLP will contribute the UCI MLP Compression Equipment to Leasing LP pursuant to, and in
accordance with, that certain [Assignment, Conveyance and Xxxx of Sale] between OLP and Leasing LP
dated as of the date hereof in the form set forth as Exhibit [D] hereto (the “XXX Xxxx of
Sale”) as a capital contribution to Leasing LP.
7. UCI will convey a limited partner interest in OLP with a value equal to 2% of the equity of
MLP immediately after the Closing Date (as defined below) (the “Interest”) to GP as a
capital contribution (of which 0.001% of such conveyance will be made to OLP on behalf of GP LLC).
8. GP will contribute the Interest to MLP in exchange for (a) a continuation of its 2% general
partner interest in MLP and (b) the issuance of the IDRs of the MLP.
9. UCI will contribute its remaining limited partner interest in OLP and its member interest
in OLP GP to MLP in exchange for (a) 825,000 Common Units in MLP (representing a 6.4% interest in
MLP) (the “UCI Common Units”) and (b) 6,325,000 Sub Units in MLP (representing a 49%
interest in MLP) (the “UCI Subordinated Units”).
10. The public, through the Underwriters, will contribute $[ ] million in cash, less the net
amount of $[ ] payable to the Underwriters after taking into account the Underwriters’ discount
of $[ ] (the “Spread”) and the structuring fees payable to the Underwriters of $[500,000]
(the “Fee”), in exchange for 5,500,000 Common Units in MLP (representing a 42.6% interest
in MLP) (the “Underwritten Units”).
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11. MLP will (a) pay transaction expenses associated with the transactions contemplated by
this Agreement in the amount of approximately $[3.0] million (exclusive of the Spread and the Fee)
and (b) contribute $[ ] million in cash to OLP as a capital contribution (of which 0.001% of such
contribution will be made to OLP on behalf of OLP GP) (the “Contributed Cash”).
12. OLP will borrow $[125.0] million ($[123.90] million net of fees) from lenders pursuant to
the Credit Agreement (the “New Debt”).
13. OLP will use the Contributed Cash and the New Debt to retire and repay the Debt.
14. UCI will convey its limited partner interest in the GP to LP LLC as a capital
contribution.
15. UCI will convey the UCI Common Units and the UCI Subordinated Units to MLP LP LLC as a
capital contribution.
16. If the Underwriters exercise their option to purchase up to an additional 825,000 Common
Units (the “Overallotment Option”), the MLP will use the proceeds of that exercise, net of
the applicable Underwriter’s spread, to redeem from MLP LP LLC a number of Common Units equal to
the number of Common Units sold by MLP pursuant to the exercise of the Overallotment Option.
17. The agreements of limited partnership and the limited liability company agreements of the
aforementioned entities will be amended and restated to the extent necessary to reflect the
applicable matters set forth above and as contained in this Agreement.
NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the
Parties undertake and agree as follows:
ARTICLE 1
DEFINITIONS
DEFINITIONS
Section 1.1 The following capitalized terms shall have the meanings given below.
(a) “Acquisition” means the consummation of the transactions contemplated by the terms
of this Agreement.
(b) “Agreement” means this Contribution, Conveyance and Assumption Agreement.
(c) “Closing Date” has the meaning assigned to such term in the Partnership Agreement.
(d) “Common Unit” has the meaning assigned to such term in the Partnership Agreement.
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(e) “Compression Equipment” means natural gas or coalbed methane compressor units,
together with any tangible components thereof, all related appliances, parts, accessories,
appurtenances, accessions, additions, improvements and replacements thereto, all other equipment or
components of any nature from time to time incorporated or installed therein and all substitutions
for any of the foregoing.
(f) “Credit Agreement” means that certain $225.0 million revolving credit agreement of
even date herewith, among the OLP, MLP, Wachovia Bank, National Association, Deutsche Bank Trust
Company Americas, Fortis, Capital Corp., Xxxxx Fargo Bank, National Association and the other
lenders party thereto.
(g) “Effective Time” shall mean [8:00 a.m.] New York, New York time on [October ],
2006.
(h) “IDRs” means “Incentive Distribution Rights” as such term is defined in the
Partnership Agreement.
(i) “MLP” has the meaning assigned to such term in the opening paragraph of this
Agreement.
(j) “Offering” means the initial public offering by MLP of Common Units.
(k) “Omnibus Agreement” has the meaning assigned to such term in the Partnership
Agreement.
(l) “Partnership Agreement” means the First Amended and Restated Agreement of Limited
Partnership of Universal Compression Partners, L.P. dated as of [October ], 2006.
(m) “Partnership Group” has the meaning assigned to such term in the Omnibus
Agreement.
(n) “Registration Statement” means the registration statement on Form S-1
(Registration No. 333-135351) filed by MLP relating to the Offering.
(o) “Subordinated Unit” has the meaning assigned to such term in the Partnership
Agreement.
(p) “Underwriters” means Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, Xxxxxx
Brothers Inc., Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC and X.X. Xxxxxxx &
Sons, Inc.
ARTICLE 2
CONTRIBUTIONS, CONVEYANCES, ACKNOWLEDGMENTS AND DISTRIBUTIONS
CONTRIBUTIONS, CONVEYANCES, ACKNOWLEDGMENTS AND DISTRIBUTIONS
Section 2.1 Contribution of Purchase Cash to OLP. UCI hereby grants, bargains,
conveys, assigns, transfers, sets over and delivers to OLP, its successors and assigns, for its own
use forever, all right, title and interest in and to the Purchase Cash as a capital
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contribution (of which 0.001% of such contribution is being made on behalf of OLP GP). OLP
hereby accepts such Purchase Cash as a contribution to the capital of OLP.
Section 2.2 Contribution of Cash to Leasing LP. OLP hereby grants, bargains, conveys,
assigns, transfers, sets over and delivers to Leasing LP, its successors and assigns, for its own
use forever, all right, title and interest in and to the Purchase Cash as a capital contribution
(of which 0.001% of such contribution is being made on behalf of Leasing GP). Leasing LP hereby
accepts such Cash Contribution as a contribution to the capital of Leasing LP.
Section 2.3 Conveyance of UCO 2005 Compression Equipment and XXX 0000 CSAs to Leasing
LP. UCO 2005 hereby grants, bargains, conveys, assigns, transfers, sets over and delivers to
Leasing LP, its successors and assigns, for its own use forever, all right, title and interest in
and to the UCO 2005 Compression Equipment and the UCO 2005 CSAs in exchange for the Purchase Cash.
Leasing LP hereby accepts the UCO 2005 Compression Equipment and assumes the UCO 2005 CSAs. The
transfer of the UCO 2005 Compression Equipment from XXX 0000 to Leasing LP and the assumption of
the UCO 2005 CSAs by Leasing LP from UCO 2005 shall be further evidenced by the execution and
delivery by XXX 0000 and Leasing LP of the UCO 2005 Xxxx of Sale.
Section 2.4 Distribution of UCO 2005 CSAs to OLP. Leasing LP hereby distributes,
grants, bargains, conveys, assigns, transfers, sets over and delivers to OLP, their successors and
assigns, for its own use forever, all right, title and interest in and to the UCO 2005 CSAs (of
which 0.001% of such distribution is being made on behalf of Leasing GP). OLP hereby assumes the
UCO 2005 CSAs as a distribution from Leasing LP. The distribution of the UCO 2005 CSAs from
Leasing LP to OLP shall be further evidenced by the execution and delivery by Leasing LP and OLP of
the Leasing LP Assignment and Assumption Agreement.
Section 2.5 Contribution of UCI MLP Compression Equipment to OLP and Assumption of UCI MLP
CSAs by OLP. UCI hereby grants, bargains, conveys, assigns, transfers, sets over and delivers
to OLP, its successors and assigns, for its own use forever, all right, title and interest in and
to the UCI MLP Compression Equipment and the UCI MLP CSAs as a capital contribution (of which
0.001% of such contribution is being made on behalf of OLP GP) and in exchange for OLP’s assumption
of the Debt. OLP hereby accepts the UCI MLP Compression Equipment and assumes the UCI MLP CSAs and
the Debt. The transfer of the UCI MLP Compression Equipment from UCI to OLP and the assumption of
the UCI MLP CSAs and the Debt by OLP by OLP from UCI shall be further evidenced by the execution
and delivery by UCI and OLP of the UCI Xxxx of Sale.
Section 2.6 Contribution of UCI MLP Compression Equipment to Leasing LP. OLP hereby
grants, bargains, conveys, assigns, transfers, sets over and delivers to Leasing LP, its successors
and assigns, for its own use forever, all right, title and interest in and to the UCI MLP
Compression Equipment as a capital contribution (of which 0.001% of such contribution is being made
on behalf of Leasing GP). The transfer of the UCI MLP Compression Equipment from OLP to Leasing LP
shall be further evidenced by the execution and delivery by OLP and Leasing LP of the XXX Xxxx of
Sale.
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Section 2.7 Contribution of the Interest to GP. UCI hereby grants, contributes,
bargains, conveys, assigns, transfers, sets over and delivers to GP, its successors and assigns,
for its and their own use forever, all right, title and interest in and to the Interest (of which
0.001% of such contribution is being made on behalf of GP LLC), as a capital contribution. GP
hereby accepts the Interest as a contribution to the capital of GP.
Section 2.8 Contribution of the Interest by GP to MLP. GP hereby grants, contributes,
bargains, conveys, assigns, transfers, sets over and delivers to MLP, its successors and assigns,
for its and their own use forever, all right, title and interest in and to the Interest, as a
capital contribution, in exchange for (a) a continuation of its 2% general partner interest in MLP
and (b) the issuance by MLP of the IDRs. MLP hereby accepts the Interest as a contribution to the
capital of MLP.
Section 2.9 Contribution of Remaining Interests in OLP and OLP GP to MLP. UCI hereby
grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to MLP, its
successors and assigns, for its and their own use forever, all right, title and interest in and to
its limited partner interest in OLP and its member interests in OLP GP in exchange for (a) the
issuance by MLP of the UCI Common Units and (b) the issuance by MLP of the UCI Subordinated Units.
MLP hereby accepts such partner interests in OLP and such member interests in OLP GP as a
contribution to the capital of MLP.
Section 2.10 Public Cash Contribution. The Parties acknowledge a capital contribution
by the public through the Underwriters to MLP of $[ ] in cash ($[ ] net to MLP
after taking into account the Spread and the Fee) in exchange for the Underwritten Units.
Section 2.11 Payment of Transaction Costs. The Parties acknowledge (a) the payment by
MLP, in connection with the Acquisition, of transaction expenses in the amount of approximately
$[3.0] million (exclusive of the Spread and the Fee) and (b) the contribution by MLP of the
Contributed Cash to OLP (of which 0.001% is being contributed on behalf of OLP GP) as a capital
contribution.
Section 2.12 Incurrence of New Debt by OLP. The Parties acknowledge the incurrence of
the New Debt by OLP.
Section 2.13 Repayment of Old Debt by OLP. The Parties acknowledge the repayment of
the Old Debt by the OLP with the proceeds of the New Debt and the Contributed Cash.
Section 2.14 Conveyance of Limited Partner Interest in GP by UCI to LP LLC. UCI
hereby grants, bargains, conveys, assigns, transfers, sets over and delivers to LP LLC, its
successors and assigns, for its and their own use forever, all right, title and interest in and to
its limited partner interest in GP, as a capital contribution. LP LLC hereby accepts such limited
partner interest as a contribution to the capital of LP LLC.
Section 2.15 Conveyance of UCI Common Units and UCI Subordinated Unit by UCI to MLP
LLC. UCI hereby grants, bargains, conveys, assigns, transfers, sets over and delivers to MLP
LLC, its successors and assigns, for its and their own use forever, all right, title and interest
in and to the UCI Common Units and the UCI Subordinated Units, as a capital
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contribution. MLP LLC hereby accepts such UCI Common Units and UCI Subordinated Units as a
contribution to the capital of MLP LLC.
ARTICLE 3
ADDITIONAL TRANSACTIONS
ADDITIONAL TRANSACTIONS
Section 3.1 Purchase of Additional Common Units. If the Overallotment Option is
exercised in whole or in part, the public, through the Underwriters, will contribute additional
cash to MLP in exchange for up to an additional 825,000 Common Units.
Section 3.2 Redemption of Common Units. MLP hereby agrees to redeem a number of Common
Units held by MLP LLC equal to the number of Common Units issued to the public, through the
underwriters, upon exercise of the Overallotment Option, if any, at a redemption price per Common
Unit equal to the initial public offering price per Common Unit, net of underwriting discounts.
ARTICLE 4
TITLE MATTERS
TITLE MATTERS
Section 4.1 Encumbrances.
(a) Except to the extent provided in any other document executed in connection with this
Agreement or the Offering, the contribution and conveyance (by operation of law or otherwise) of
the various physical assets owned as reflected in this Agreement (collectively, the
“Assets”) are made expressly subject to all recorded and unrecorded liens (other than
consensual liens), encumbrances, agreements, defects, restrictions, adverse claims and all laws,
rules, regulations, ordinances, judgments and orders of governmental authorities or tribunals
having or asserting jurisdictions over the Assets and operations conducted thereon or in connection
therewith, in each case to the extent the same are valid and enforceable and affect the Assets,
including all matters that a current survey or visual inspection of the Assets would reflect.
(b) To the extent that certain jurisdictions in which the Assets are located may require that
documents be recorded in order to evidence the transfers of title reflected in this Agreement, then
the provisions set forth in Section 4.1(a) immediately above shall also be applicable to the
conveyances under such documents.
Section 4.2 Disclaimer of Warranties; Subrogation; Waiver of Bulk Sales Laws.
(a) EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION
WITH THIS AGREEMENT OR THE OFFERING INCLUDING, WITHOUT LIMITATION, THE EXHIBITS HERETO AND THE
OMNIBUS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DOES NOT
MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES,
PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS,
IMPLIED OR
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STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (A) THE VALUE, NATURE, QUALITY OR
CONDITION OF THE ASSETS INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL
CONDITION OF THE ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER
MATTERS ON THE ASSETS, (B) THE INCOME TO BE DERIVED FROM THE ASSETS, (C) THE SUITABILITY OF THE
ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON, (D) THE COMPLIANCE OF OR
BY THE ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING,
ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS),
OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OF THE ASSETS. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED
IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING INCLUDING, WITHOUT LIMITATION, THE EXHIBITS
HERETO AND THE OMNIBUS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT EACH HAS HAD THE
OPPORTUNITY TO INSPECT THE RESPECTIVE ASSETS, AND EACH IS RELYING SOLELY ON ITS OWN INVESTIGATION
OF THE RESPECTIVE ASSETS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY ANY OF THE
PARTIES. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION
WITH THIS AGREEMENT OR THE OFFERING INCLUDING, WITHOUT LIMITATION, THE EXHIBITS HERETO AND THE
OMNIBUS AGREEMENT, NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN
STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS FURNISHED BY ANY AGENT,
EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR
DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING INCLUDING, WITHOUT LIMITATION, THE
EXHIBITS HERETO AND THE OMNIBUS AGREEMENT, EACH OF THE PARTIES ACKNOWLEDGES THAT TO THE MAXIMUM
EXTENT PERMITTED BY LAW, THE CONTRIBUTION OF THE ASSETS AS PROVIDED FOR HEREIN IS MADE IN AN “AS
IS”, “WHERE IS” CONDITION WITH ALL FAULTS, AND THE ASSETS ARE CONTRIBUTED AND CONVEYED SUBJECT TO
ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE SUCH CONTRIBUTION AND
CONVEYANCE OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION HAVE BEEN
NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND
NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT
TO THE ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT
AS SET FORTH IN THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS
AGREEMENT OR THE OFFERING, INCLUDING, WITHOUT LIMITATION, THE EXHIBITS HERETO AND THE OMNIBUS
AGREEMENT.
(b) The contributions of the Assets made under this Agreement are made with full rights of
substitution and subrogation of the respective parties receiving such contributions,
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and all persons claiming by, through and under such parties, to the extent assignable, in and
to all covenants and warranties by the predecessors-in-title of the parties contributing the
Assets, and with full subrogation of all rights accruing under applicable statutes of limitation
and all rights of action of warranty against all former owners of the Assets.
(c) Each of the Parties agrees that the disclaimers contained in this Section 4.2 are
“conspicuous” disclaimers. Any covenants implied by statute or law by the use of the words
“grant,” “convey,” “bargain,” “sell,” “assign,” “transfer,” “deliver,” or “set over” or any of them
or any other words used in this Agreement or any exhibits hereto are hereby expressly disclaimed,
waived or negated.
(d) Each of the Parties hereby waives compliance with any applicable bulk sales law or any
similar law in any applicable jurisdiction in respect of the transactions contemplated by this
Agreement.
ARTICLE 5
FURTHER ASSURANCES
FURTHER ASSURANCES
From time to time after the Effective Time, and without any further consideration, the Parties
agree to execute, acknowledge and deliver all such additional assignments, bills of sale,
conveyances, instruments, notices, releases, acquittances and other documents, and will do all such
other acts and things, all in accordance with applicable law, as may be necessary or appropriate
(a) more fully to assure that the applicable Parties own all of the properties, rights, titles,
interests, remedies, powers and privileges granted by this Agreement, or which are intended to be
so granted, or (b) more fully and effectively to vest in the applicable Parties and their
respective successors and assigns beneficial and record title to the interests contributed and
assigned by this Agreement or intended so to be and to more fully and effectively carry out the
purposes and intent of this Agreement.
ARTICLE 6
EFFECTIVE TIME
EFFECTIVE TIME
Notwithstanding anything contained in this Agreement to the contrary, none of the provisions
of Article 2 or Article 3 of this Agreement shall be operative or have any effect until the
Effective Time, at which time all the provisions of Article 2 and Article 3 of this Agreement shall
be effective and operative in accordance with Article 7, without further action by any party
hereto.
ARTICLE 7
MISCELLANEOUS
MISCELLANEOUS
Section 7.1 Order of Completion of Transactions. The transactions provided for in
Article 2 and Article 3 of this Agreement shall be completed immediately following the Effective
Time in the following order: first, the transactions provided for in Article 2 shall be completed
in the order set forth therein; and second, following the completion
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of the transactions as provided in Article 2, the transactions, if they occur, provided for in
Article 3 shall be completed.
Section 7.2 Costs. Except for the transaction costs set forth in Section 2.11, the
OLP shall pay all expenses, fees and costs, including but not limited to, all sales, use and
similar taxes arising out of the contributions, conveyances and deliveries to be made hereunder and
shall pay all documentary, filing, transfer, and conveyance taxes and fees required in connection
therewith. In addition, the OLP shall be responsible for all costs, liabilities and expenses
(including court costs and reasonable attorneys’ fees) incurred in connection with the
implementation of any conveyance or delivery pursuant to Article 5.
Section 7.3 Headings; References; Interpretation. All Article and Section headings in
this Agreement are for convenience only and shall not be deemed to control or affect the meaning or
construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and
words of similar import, when used in this Agreement, shall refer to this Agreement as a whole,
including, without limitation, all Schedules and Exhibits attached hereto, and not to any
particular provision of this Agreement. All references herein to Articles, Sections, Schedules and
Exhibits shall, unless the context requires a different construction, be deemed to be references to
the Articles and Sections of this Agreement and the Schedules and Exhibits attached hereto, and all
such Schedules and Exhibits attached hereto are hereby incorporated herein and made a part hereof
for all purposes. All personal pronouns used in this Agreement, whether used in the masculine,
feminine or neuter gender, shall include all other genders, and the singular shall include the
plural and vice versa. The use herein of the word “including” following any general statement,
term or matter shall not be construed to limit such statement, term or matter to the specific items
or matters set forth immediately following such word or to similar items or matters, whether or not
non-limiting language (such as “without limitation”, “but not limited to”, or words of similar
import) is used with reference thereto, but rather shall be deemed to refer to all other items or
matters that could reasonably fall within the broadest possible scope of such general statement,
term or matter.
Section 7.4 Successors and Assigns. The Agreement shall be binding upon and inure to
the benefit of the Parties and their respective successors and assigns.
Section 7.5 No Third Party Rights. The provisions of this Agreement are intended to
bind the Parties as to each other and are not intended to and do not create rights in any other
person or confer upon any other person any benefits, rights or remedies and no person is or is
intended to be a third party beneficiary of any of the provisions of this Agreement.
Section 7.6 Counterparts. This Agreement may be executed in any number of
counterparts, including facsimile counterparts, all of which together shall constitute one
agreement binding on the parties hereto.
Section 7.7 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas applicable to contracts made and to be performed
wholly within such state without giving effect to conflict of law principles thereof.
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Section 7.8 Severability. If any of the provisions of this Agreement are held by any
court of competent jurisdiction to contravene, or to be invalid under, the laws of any political
body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not
invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not
contain the particular provision or provisions held to be invalid and an equitable adjustment shall
be made and necessary provision added so as to give effect to the intention of the Parties as
expressed in this Agreement at the time of execution of this Agreement.
Section 7.9 Amendment or Modification. This Agreement may be amended or modified from
time to time only by the written agreement of all the Parties. Each such instrument shall be
reduced to writing and shall be designated on its face as an Amendment to this Agreement.
Section 7.10 Integration. This Agreement, the Exhibits attached hereto and the
instruments referenced herein supersede all previous understandings or agreements among the
Parties, whether oral or written, with respect to their subject matter. This document and such
instruments contain the entire understanding of the Parties with respect to the subject matter
hereof and thereof. No understanding, representation, promise or agreement, whether oral or
written, is intended to be or shall be included in or form part of this Agreement unless it is
contained in a written amendment hereto executed by the parties hereto after the date of this
Agreement.
Section 7.11 Xxxx of Sale; Assignment. To the extent required and permitted by
applicable law, this Agreement shall also constitute a “xxxx of sale” or “assignment” of the assets
and interests referenced herein.
[SIGNATURE PAGES FOLLOW]
13
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date
first above written.
| UNIVERSAL COMPRESSION PARTNERS, L.P. | ||||||||||
| By: | UCO General Partner, LP, its general | |||||||||
| partner | ||||||||||
| By: | UCO GP, LLC, its general partner |
|||||||||
| By: | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| UC OPERATING PARTNERSHIP, L.P. | ||||||||||
| By: | UCLP OLP GP LLC, its general partner |
|||||||||
| By: | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| UCO GP, LLC | ||||||||||
| By: | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| UCO GENERAL PARTNER, LP | ||||||||||
| By: | UCO GP, LLC, its general partner |
|||||||||
| By: | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
Signature Page to Contribution, Conveyance and Assumption Agreement
| UNIVERSAL COMPRESSION, INC. | ||||||||||
| By: | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| UCO COMPRESSOR 2005 LLC | ||||||||||
| By: | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| UCLP LEASING, L.P. | ||||||||||
| By: | UCLP Leasing GP LLC, its general partner |
|||||||||
| By: | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| UCLP OLP GP LLC | ||||||||||
| By: | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
Signature Page to Contribution, Conveyance and Assumption Agreement
| UCLP LEASING GP LLC | ||||||||||
| By: | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| UCI MLP LP LLC | ||||||||||
| By: | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| UCI GP LP LLC | ||||||||||
| By: | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
Signature Page to Contribution, Conveyance and Assumption Agreement
