REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT is made as of February 20, 1998, by and among
Universal Compression Holdings, Inc., a Delaware corporation ("Holdings"),
Xxxxxx Xxxxxx Partners III, L.P., a Delaware limited partnership ("CHP"), each
other person or entity signatory hereto (the "Co-Investors"), and each of the
other Persons who becomes a party to this Agreement after the date hereof
pursuant to Section 7.5 below (collectively, with CHP and the Co-Investors, the
"Holders"). Certain capitalized terms used herein are defined in Section 6
below.
WHEREAS, CHP and related accounts, funds and individuals (the
"CHP Parties") and each of the Co-Investors have purchased shares (the
"Purchased Shares") of Common Stock, $.01 par value per share, of Holdings (the
"Common Stock"); and
WHEREAS, in order to induce the Holders to purchase the Purchased
Shares, Holdings has agreed to provide certain registration rights on the terms
and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement
hereby agree as follows:
1. REGISTRATION UNDER THE SECURITIES ACT
1.1 Demand Registrations.
(a) Requests for Registration. Subject to Section 1.1(b) hereof,
either (i) the CHP Parties or (ii) other Holders owning of record in the
aggregate at least 25% of the Common Stock owned by such other Holders may at
any time request registration under the Securities Act of all or any portion of
its Registrable Securities on Form S-l or, if available, on Form S-2 or S-3 or
any similar short-form registration. All registrations requested pursuant to
this Section l.1(a) are referred to herein as "Demand Registrations." Each
request for a Demand Registration shall specify the approximate number of
Registrable Securities requested to be registered; provided, however, that a
request for an offering shall not qualify for a Demand Registration unless the
market value of the Registrable Securities to be included is at least $5 million
in the case of a non-underwritten offering and $20 million in the case of an
underwritten offering. Within [20] days after receipt of any such request,
Holdings shall give written notice of such requested registration to all other
Holders of Registrable Securities and, subject to Section 1.1(d), shall include,
without preference to the initiating Holders, in such registration all
Registrable Securities with respect to which Holdings has received written
requests for inclusion from the Holders therein within [20] days after the
receipt of Holdings' notice.
(b) Determination of Demand Registration. The CHP Parties shall
be entitled to receive three and the other Holders shall be entitled to receive
two Demand Registrations but, in
each case, solely after the consummation of a Qualified IPO (as hereinafter
defined) of Holdings' securities. A registration shall not count as one of the
Demand Registrations until it has become effective (unless such Demand
Registration has not become effective due solely to the fault of the initiating
Holders), and unless at least [75]% of the Registrable Securities requested to
be included in such registration are registered; provided that in any event
Holdings shall pay all Registration Expenses in connection with any registration
initiated as a Demand Registration whether or not it has become effective.
(c) Priority on Demand Registrations. Holdings shall not include
in any Demand Registration any securities other than the Registrable Securities
without the prior written consent of the initiating Holders. If a Demand
Registration is an underwritten offering and the managing underwriters advise
Holdings in writing that in their opinion the number of Registrable Securities
and, if permitted hereunder, other securities requested to be included in such
offering exceeds the number of Registrable Securities and other securities, if
any, which can be sold therein without adversely affecting the marketability of
the offering, Holdings shall include in such registration prior to the inclusion
of any securities which are not Registrable Securities such Registrable
Securities requested to be included by the Holders which in the opinion of such
underwriters can be sold without adversely affecting the marketability of the
offering, pro rata among such requesting Holders on the basis of the number of
such Registrable Securities owned by each such requesting Holder. To the extent
that any Holders are members of management of Holdings or any of its
subsidiaries and the managing underwriters advise Holdings that the inclusion of
their shares would impair the marketability of the offering, Holdings shall be
entitled to refrain from including their shares in the registration and such
Holders shall have no claims against Holdings with respect thereto.
(d) Restrictions on Demand Registrations. Holdings shall not be
obligated to effect any Demand Registration within 180 days after the effective
date of a previous Demand Registration. Holdings may postpone for up to 180
consecutive days in any two-year period the filing or the effectiveness of a
registration statement for a Demand Registration if Holdings determines that
such Demand Registration would reasonably be expected to have a material adverse
effect on any proposal or plan by Holdings or any of its Subsidiaries to engage
in any acquisition of assets (other than in the ordinary course of business) or
any merger, consolidation, tender offer, reorganization or similar transaction;
provided that in such event, the holders of Registrable Securities initially
requesting such Demand Registration shall be entitled to withdraw such request
and, if such request is withdrawn, such Demand Registration shall not count as
one of the permitted Demand Registrations hereunder and Holdings shall pay all
Registration Expenses in connection with such registration.
(e) Selection of Underwriters. The Board of Directors of Holdings
shall select the investment banker(s) and manager(s) to administer each Demand
Registration, which banker(s) or manager(s), to the extent that Holdings will
not sell securities therein, shall be subject to the reasonable approval of the
Holders holding a majority of the Common Stock participating therein; provided,
however, that any such banker(s) or manager(s) in which any participating Holder
has a direct or indirect equity interest of 5% or more shall be subject to the
approval of such Holder.
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1.2. Piggyback Registrations.
(a) Right to Piggyback. Whenever Holdings proposes to register
any of its securities under the Securities Act and the registration form to be
used may be used for the registration of Registrable Securities (a "Piggyback
Registration"), Holdings shall give prompt written notice to all Holders of its
intention to effect such a registration and shall include, subject to Sections
1.2(b) and 1.2(c), in such registration all Registrable Securities with respect
to which Holdings has received written requests for inclusion therein within
twenty (20) days after Holdings' notice.
(b) Priority on Primary Registrations. If a Piggyback
Registration is an underwritten primary registration on behalf of Holdings, and
the managing underwriters advise Holdings in writing that in their opinion the
number of securities requested to be included in such registration exceeds the
number which can be sold in such offering without adversely affecting the
marketability of the offering, Holdings shall include in such registration (i)
first, the securities Holdings proposes to sell, (ii) second, the Registrable
Securities requested to be included in such registration, pro rata on the basis
of the amount of Registrable Securities owned by each such requesting Holder,
and (iii) third, other securities requested to be included in such registration,
pro rata among other holders of such securities. To the extent that any Holders
are members of management of Holdings or any of its subsidiaries and the
managing underwriters advise Holdings that the inclusion of their shares would
impair the marketability of the offering, Holdings shall be entitled to refrain
from including their shares in the registration and such Holders shall have no
claims against Holdings with respect thereto.
(c) Priority on Secondary Registrations. If a Piggyback
Registration is an underwritten secondary registration on behalf of holders
(other than the Holders) of Holdings securities, and the managing underwriters
advise Holdings in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number which can be
sold in such offering without adversely affecting the marketability of the
offering, Holdings shall include in such registration (i) first, the securities
requested to be included therein by the holders requesting such registration,
(ii) second, the securities Holdings proposes to sell, (iii) third, the
Registrable Securities requested to be included in such registration, pro rata
among the Holders of such Registrable Securities on the basis of the number of
shares owned by each such requesting Holder, and (iv) fourth, other securities
requested to be included in such registration, pro rata among other holders of
such securities. To the extent that any Holders are members of management of
Holdings or any of its subsidiaries and the managing underwriters advise
Holdings that the inclusion of their shares would impair the marketability of
the offering, Holdings shall be entitled to refrain from including their shares
in the registration and such Holders shall have no claims against Holdings with
respect thereto.
(d) Selection of Underwriters. Holdings shall select the
investment banker(s) and manager(s) to administer each Piggyback Registration.
1.3 Registration Procedures. Whenever the Holders of Registrable
Securities have requested that any Registrable Securities be registered pursuant
to this Agreement, Holdings shall
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use its reasonable best efforts to effect the registration and the sale of such
Registrable Securities in accordance with the intended method of disposition
thereof, and pursuant thereto Holdings shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange Commission
a registration statement with respect to such Registrable Securities (and any
post-effective amendment to such registration statement Holdings deems to be
necessary) and use its reasonable best efforts to cause such registration
statement to become effective and to comply with the provisions of the
Securities Act applicable to it (provided that before filing a registration
statement or prospectus or any amendments or supplements thereto, Holdings shall
furnish to each counsel for Holders of Registrable Securities covered by such
registration statement copies of all such documents proposed to be filed, which
documents shall be subject to the review and comment of such counsel);
(b) furnish to each seller of Registrable Securities such number
of copies of such registration statement, each amendment and supplement thereto,
the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such seller (including, without limitation, the documentation referred
to in Section 1.3(o) below);
(c) keep the registration statement with respect to such
Registrable Securities continuously effective in order to permit the prospectus
forming a part thereof to be usable for the offer and sale of the Registrable
Securities for a period of time not less than the earlier of: (i) 180 days after
the date such registration statement is declared effective; and (ii) the date
that all of the Registrable Securities covered by such registration statement
have been sold pursuant to such registration statement;
(d) use its reasonable best efforts to register or qualify such
Registrable Securities under such other securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable such seller
to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such seller (provided that Holdings shall not be required to
(i) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subsection, (ii) subject itself to
taxation in any such jurisdiction or (iii) consent to general service of process
in any such jurisdiction);
(e) notify each seller of such Registrable Securities and any
underwriter, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act (i) when a registration statement or any
post-effective amendment has become effective under the Securities Act, (ii) of
the happening of any event as a result of which the prospectus included in such
registration statement contains an untrue statement of a material fact or omits
any fact necessary to make the statements therein not misleading, and, at the
request of any such seller, Holdings shall prepare a supplement or amendment to
such prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus shall not contain an untrue statement
of a
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material fact or omit to state any fact necessary to make the statements
therein not misleading, and (iii) of the issuance of any stop order suspending
the effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any of the Registrable Securities included in such registration statement for
sale in any jurisdiction;
(f) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by Holdings are then
listed and, if not so listed, to be listed on a securities exchange or on the
NASD automated quotation system and, if listed on the NASD automated quotation
system, use its reasonable best efforts to secure designation of all such
Registrable Securities covered by such registration statement as a NASDAQ
"national market system security" within the meaning of Rule 11Aa2-1 of the
Securities and Exchange Commission or, failing that, to secure NASDAQ
authorization for such Registrable Securities and, without limiting the
generality of the foregoing, to arrange for at least two market makers to
register as such with respect to such Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration
statement;
(h) enter into such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the holders of
a majority of the Registrable Securities being sold or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of such
Registrable Securities (including effecting a stock split or a combination of
shares);
(i) make available for inspection by any seller of Registrable
Securities, any underwriter participating in any disposition pursuant to such
registration statement and any attorney, accountant or other agent retained by
any such seller or underwriter, all financial and other records, pertinent
corporate documents and properties of Holdings, and cause Holdings' officers,
directors, employees and independent accountants to supply all information
reasonably requested by any such seller, underwriter, attorney, accountant or
agent in connection with such registration statement;
(j) otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the Securities and Exchange Commission, and
make available to its security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least twelve months beginning with
the first day of Holdings' first full fiscal quarter after the effective date of
the registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any Holder of Registrable Securities which Holder is
an underwriter or controlling person of Holdings, to participate in the
preparation of such registration or comparable statement and to require the
insertion therein of material, furnished to Holdings in writing, which in the
reasonable judgment of such holder and its counsel should be included;
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(l) in the event of the issuance of any stop order suspending the
effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any Registrable Securities included in such registration statement for sale in
any jurisdiction, Holdings shall use its reasonable best efforts promptly to
obtain the withdrawal of such order;
(m) use its reasonable best efforts to cause such Registrable
Securities covered by such registration statement to be registered with or
approved by such other governmental agencies or authorities as may be necessary
to enable the sellers thereof to consummate the disposition of such Registrable
Securities;
(n) obtain a cold comfort letter from Holdings' independent
public accountants in customary form and covering such matters of the type
customarily covered by cold comfort letters; and
(o) use reasonable efforts to cause certificates for the
Registrable Securities covered by such registration statement to be delivered by
the holders thereof to the underwriters in such denominations and registered in
such names as the underwriters may request.
2. Holdback Agreements.
2.1 Each Holder of Registrable Securities hereby agrees to not effect
any public sale or distribution (including sales pursuant to Rule 144 other than
Rule 144(k)) of equity securities of Holdings, or any securities convertible
into or exchangeable or exercisable for such securities, during the seven days
prior to and the 90-day period beginning on the effective date of any
underwritten registered public offering of equity securities of Holdings or
securities convertible or exchangeable into or exercisable for equity securities
of Holdings (except as part of such underwritten registration), unless the
underwriters managing the registered public offering otherwise agree, and each
such holder will deliver an undertaking to the managing underwriters (if
requested) consistent with this covenant. No Holder shall be obligated to comply
the provisions of this Section 2.1 more than two times in any 12-month period.
2.2 Holdings (i) shall not effect any public sale or distribution of its
equity securities, or any securities convertible into or exchangeable or
exercisable for such securities, during the seven days prior to and during the
90-day period beginning on the effective date of any underwritten Demand
Registration or any underwritten Piggyback Registration (except as part of such
underwritten registration or pursuant to registrations on Form S-4 or S-8 or any
successor forms), unless the underwriters managing the registered public
offering otherwise agree, and (ii) shall use reasonable efforts to cause each
holder of at least 5% of the outstanding Common Stock purchased from Holdings at
any time after the date of this Agreement (other than in a registered public
offering) to agree not to effect any public sale or distribution (including
sales pursuant to Rule 144 other than Rule 144(k)) of any such securities during
such period (except as part of such underwritten registration, if otherwise
permitted), unless the underwriters managing the registered public offering
otherwise agree. Holdings shall not be obligated to comply the provisions of
this Section 2.2 more than two times in any 12-month period.
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3. Registration Expenses.
3.1 All Registration Expenses shall be borne by Holdings. Also, Holdings
shall be responsible for its internal expenses (including, without limitation,
all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit or quarterly review, the
expense of any liability insurance and the expenses and fees for listing the
securities to be registered on each securities exchange on which similar
securities issued by Holdings are then listed or on the NASD automated quotation
system.
3.2 In connection with each Demand Registration, Holdings shall
reimburse the Holders of Registrable Securities included in such registration
for the reasonable fees and disbursements of one counsel chosen by the Holders
of a majority of the Registrable Securities included in such registration. In
connection with each Piggyback Registration, Holdings shall reimburse the
Holders of Registrable Securities included in such registration for the
reasonable fees and disbursements of one counsel chosen by the Holders of a
majority of the Registrable Securities included in such registration.
4. Indemnification.
4.1 Holdings agrees to indemnify, to the extent permitted by law, each
Holder of Registrable Securities, its officers and directors and each Person who
controls such Holder (within the meaning of the Securities Act) against all
losses, claims, damages, liabilities and expenses caused by any untrue or
alleged untrue statement of material fact contained in any registration
statement, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as the same are caused by or contained in any
information furnished in writing to Holdings by such Holder expressly for use
therein or by such Holder's failure to deliver a copy of the registration
statement or prospectus or any amendments or supplements thereto after Holdings
has furnished such Holder with a sufficient number of copies of the same. In
connection with an underwritten offering, Holdings shall indemnify such
underwriters, their officers and directors and each Person who controls such
underwriters (within the meaning of the Securities Act) to the same extent as
provided above with respect to the indemnification of the Holders of Registrable
Securities.
4.2 In connection with any registration statement in which a Holder of
Registrable Securities is participating, each such Holder shall furnish to
Holdings in writing such information as Holdings reasonably requests for use in
connection with any such registration statement or prospectus and, to the extent
permitted by law, shall indemnify Holdings, its directors and officers and each
Person who controls Holdings (within the meaning of the Securities Act) against
any losses, claims, damages, liabilities and expenses resulting from any untrue
or alleged untrue statement of material fact contained in the registration
statement, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, but only to the extent that any information or affidavit so
furnished in writing by such Holder contains such untrue statement or omits a
material fact required to be stated therein
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necessary to make the statements therein not misleading; provided that the
obligation to indemnify shall be individual to each Holder and shall be limited
to the net amount of proceeds received by such Holder from the sale of
Registrable Securities pursuant to such registration statement.
4.3 Any Person entitled to indemnification hereunder shall (i) give
prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification (provided that the failure to give prompt notice
shall not impair any Person's right to indemnification hereunder to the extent
such failure has not prejudiced the indemnifying party) and (ii) unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is assumed,
the indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses of more than one counsel (in addition to local counsel) for all parties
indemnified by such indemnifying party with respect to such claim, unless in the
reasonable judgment of any indemnified party a conflict of interest may exist
between such indemnified party and any other of such indemnified parties with
respect to such claim.
4.4 The indemnification provided for under this Agreement shall remain
in full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling Person of such
indemnified party and shall survive the transfer of securities. If the
indemnification provided under Section 4.1 or Section 4.2 this Agreement (other
than as it relates to underwriters) is for any reason unavailable to, or
insufficient to hold harmless, an indemnified party, then each indemnifying
party shall contribute to the amount paid or payable to the indemnified party or
parties an amount that is proportionate to reflect the relative fault of such
indemnifying party on the one hand and the indemnified party or parties on the
other.
5. Participation in Underwritten Registrations. No Person may participate
in any registration hereunder which is underwritten unless such Person (i)
agrees to sell such Person's securities on the basis provided in any customary
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements (which shall be on the same terms for all Holders
of Registrable Securities participating in such registration) and (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents customarily required under the terms of such
underwriting arrangements.
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6. Definitions.
"Qualified IPO" means one or more public offerings of Common
Stock, the aggregate proceeds of which (after underwriting discounts or
commissions but before the expenses of the offering) are at least $50 million
pursuant to a registration statement filed with, and declared effective by, the
Securities Exchange Commission ("SEC"), upon the consummation of which the
common stock is listed on a United States securities exchange or included in the
NASDAQ Stock Market System, other than a registration on Form S-4 or S-8 (or its
equivalent).
"Person" means any individual, firm, partnership, corporation,
trust, joint venture, limited liability company, association, joint stock
company, unincorporated organization or any other entity or organization,
including a governmental entity or any department, agency or political
subdivision thereof.
"Public Sale" means any sale of equity interests of Holdings to
the public pursuant to an offering registered under the Securities Act or to the
public through a broker, dealer or market maker pursuant to the provisions of
Rule 144 adopted under the Securities Act.
"Registrable Securities" means (i) the Purchased Shares, (ii) any
other shares of Common Stock issued as a dividend or other distribution on or as
a result of a subdivision, combination or reclassification of any such shares of
Common Stock; (iii) any other shares of Common Stock acquired by the Holders at
any time; and (iv) any Common Stock issued to the Holders in any merger,
consolidation or business combination involving Holdings.
"Registration Expenses" means all expenses incident to Holdings'
performance of or compliance with this Agreement, including without limitation
all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery expenses,
fees and disbursements of custodians, and fees and disbursements of counsel for
Holdings and all independent certified public accountants, underwriters
(excluding discounts and commissions) and other Persons retained by Holdings and
such other expenses payable by Holdings as provided herein.
"Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations thereunder, or any successor statute.
"Subsidiary" means, with respect to any Person, any company,
partnership, limited liability company, association or other business entity of
which at the time of such determination (i) if a company, a majority of the
total voting power of shares of stock entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination
thereof, or (ii) if a partnership, limited liability company, association or
other business entity, a majority of the partnership or other similar ownership
interest thereof is at the time owned or controlled, directly or indirectly, by
any Person or one or more Subsidiaries of that Person or a combination thereof.
For purposes hereof, a Person or Persons shall be deemed to have a majority
ownership interest in a partnership, limited liability company, association or
other business entity if such Person or Persons shall be allocated a majority of
partnership, limited liability
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company, association or other business entity gains or losses or shall be or
control any managing director or general partner of such partnership, limited
liability company, association or other business entity.
7. Miscellaneous.
7.1 No Inconsistent Agreements. Holdings shall not hereafter enter into
any agreement with respect to its securities which is inconsistent with or
violates the rights granted to the holders of Registrable Securities in this
Agreement. Holdings shall also not grant more favorable registration rights to
any party than those granted to the holders of Registrable Securities in this
Agreement. At the date hereof, Holdings is not party to any registration rights
agreement (other than this Agreement) relating to the capital stock of Holdings.
7.2 Adjustments Affecting Registrable Securities. Holdings shall not
take any action, or permit any change to occur, with respect to its securities
which would materially and adversely affect the ability of the Holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement or which would materially and adversely
affect the marketability of such Registrable Securities in any such registration
(including, without limitation, effecting a stock split or a combination of
shares).
7.3 Specific Performance. The parties hereto acknowledge and agree that
in the event of any breach of this Agreement, the non-breaching parties would be
irreparably harmed and could not be made whole by monetary damages. It is
accordingly agreed that the parties hereto shall and do hereby waive the defense
in any action for specific performance that a remedy at law would be adequate
and that the parties hereto, in addition to any other remedy to which they may
be entitled at law or in equity, shall be entitled to compel specific
performance of this Agreement in any action instituted in the Supreme Court of
the State of New York or the United States District Court for the Southern
District of New York, or, in the event such courts shall not have jurisdiction
of such action, in any court of the United States or any state thereof having
subject matter jurisdiction of such action.
7.4 Amendments and Waivers. The failure of any party to enforce any of
the provisions of this Agreement shall in no way be construed as a waiver of
such provisions and shall not affect the right of such party thereafter to
enforce each and every provision of this Agreement in accordance with its terms.
No modification, amendment or waiver of any provision of this Agreement shall be
effective against Holdings or the Holders of Registrable Securities except by a
written agreement signed by each of Holdings, CHP and those Holders (other than
the CHP Parties) holding a majority of the Common Stock of Holdings (excluding
those held by the CHP Parties).
7.5 Additional Parties. The Board of Directors of Holdings shall,
subject to the prior written consent of CHP, be entitled, but not obligated, to
allow any holder of shares of Common Stock and any holder of securities
convertible into, exercisable or exchangeable for Common Stock to execute a
counterpart to this Agreement and become a party hereto (each, an "Additional
Party"), in which case the shares of Common Stock issued or issuable to any such
Additional Party shall be deemed "Registrable Securities" for purposes of this
Agreement.
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7.6 Successors and Assigns. All covenants and agreements in this
Agreement by or on behalf of any of the parties hereto shall bind and inure to
the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not including, without limitation, any Person which is
the successor to Holdings.
7.7 Severability. If any term, provision, covenant or restriction of
this Agreement, or any part thereof, is held by a court of competent
jurisdiction or any foreign federal, state, county or local government or any
other governmental, regulatory or administrative agency or authority to be
invalid, void, unenforceable or against public policy for any reason, the
remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.
7.8 Entire Agreement. Except as otherwise expressly set forth herein,
this document embodies the complete agreement and understanding among the
parties hereto with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in
any way.
7.9 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument, and it shall not be necessary in making
proof of this Agreement to produce or account for more than one such
counterpart.
7.10 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning of terms
contained herein.
7.11 Governing Law; Consent of Jurisdiction; Waiver of Jury Trial. This
Registration Rights Agreement and the validity and performance of the terms
hereof shall be governed by and construed in accordance with the laws of the
State of New York without regard to principles of conflicts of law or choice of
law, except to the extent that the laws of Delaware regulate Holdings' issuance
of securities. The parties hereto hereby agree that all actions or proceedings
arising directly or indirectly from or in connection with this Registration
Rights Agreement shall be litigated only in the Supreme Court of the State of
New York or the United States District Court for the Southern District of New
York located in New York County, New York. To the extent permitted by applicable
law, the parties hereto consent to the jurisdiction and venue of the foregoing
courts and consent that any process or notice of motion or other application to
either of said courts or a judge thereof may be served inside or outside the
State of New York or the Southern District of New York by registered mail,
return receipt requested, directed to such party at its address set forth in
this Registration Rights Agreement (and service so made shall be deemed complete
five (5) days after the same has been posted as aforesaid) or by personal
service or in such other manner as may be permissible under the rules of said
courts. The parties hereto hereby waive any right to a jury trial in connection
with any litigation pursuant to this Registration Rights Agreement.
7.12 Notices. Any notice or other communication required or which may be
given hereunder shall be in writing and shall be delivered personally,
telecopied with confirmed
-11-
receipt, sent by certified, registered, or express mail, postage prepaid, or
sent by a national next-day delivery service. Such notice or other communication
shall be sent to the Holder of Registrable Securities at the address indicated
on Annex I hereto or to such other address or to the attention of such other
person as the recipient party has specified by prior written notice to the
sending party and shall be deemed given when so delivered personally or
telecopied, or if mailed, 5 days after the date of mailing, or, if by national
next-day delivery service, on the day after delivery to such service.
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IN WITNESS WHEREOF, the parties hereto have executed this
Registration Rights Agreement on the day and year first above written.
UNIVERSAL COMPRESSION HOLDINGS, INC.
By: /s/ Xxxxx Xxxxxx
________________________________
Name: Xxxxx Xxxxxx
Title: Chief Financial Officer
XXXXXX XXXXXX PARTNERS III, L.P.
By: Xxxxxx Xxxxxx, Inc.
Investment Manager
By: /s/ Xxxxxx Xxxxx
________________________________
Name: Xxxxxx Xxxxx
Title:
/s/ Xxxxxx Xxxxx
____________________________________
XXXXXX XXXXX
CASTLE AFFILIATED PARTIES:
BRANFORD CASTLE HOLDINGS, INC.
By: /s/ Xxxx X. Xxxxxx
_______________________________
Name:
Title:
XXXXXX XXXXXX OFFSHORE PARTNERS III, L.P.
By: /s/ Xxxxxx Xxxxx
_______________________________
Name:
Title:
XXXXXX XXXXXX AFFILIATES III, L.P.
By: /s/ Xxxxxx Xxxxx
_______________________________
Name:
Title:
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FROGMORE FORUM FAMILY FUND L.L.C.
By: /s/ Xxxxxx Xxxxx
_______________________________
Name:
Title:
/s/ Xxxxxxx X. Xxxxxx
____________________________________
XXXXXXX X. XXXXXX
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CO-INVESTORS:
MELLON BANK, N.A., AS TRUSTEE FOR THE XXXX
ATLANTIC MASTER TRUST, AS DIRECTED BY
XXXX ATLANTIC CORPORATION
By: /s/ Xxxxxxxxxx Xxxx
_______________________________
Name: /s/ Xxxxxxxxxx Xxxx
Title: Authorized Signature
FIRST UNION CAPITAL PARTNERS, INC.
By: /s/ Xxxxx X. Xxxx
_______________________________
Name: Xxxxx X. Xxxx
Title: Senior Vice President
BT CAPITAL PARTNERS, INC.
By: /s/ Xxxxxxx X. Xxxxx, III
_______________________________
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
WILMINGTON TRUST, AS TRUSTEE OF DU PONT
PENSION TRUST
By: /s/ Xxxx Xxxxx Xxxxxx
_______________________________
Name: Xxxx Xxxxx Xxxxxx
Title: Vice President
XXXXX UNIVERSITY THIRD CENTURY FUND
By: /s/ Xxxxxx Xxxxxx
_______________________________
Name: Xxxxxx Xxxxxx
Title: Vice Chairman
-15-
MANAGEMENT STOCKHOLDERS:
/s/ Xxxxxx Xxxxxx
____________________________________
XXXXXX XXXXXX
/s/ Xxxxx Xxxxxx
____________________________________
XXXXX XXXXXX
/s/ Xxxxxx Xxxxxxxx
____________________________________
XXXXXX XXXXXXXX
____________________________________
XXXXXX XXXXXXX
____________________________________
XXXXXX XXXX
-16-
ANNEX I
NAME ADDRESS
---- -------
Universal Compression Holdings, Inc. c/o Xxxxxx Xxxxxx Partners III, L.P.
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Xxxxxx Xxxxxx Partners III, L.P. c/o Xxxxxx Xxxxxx Partners III, L.P.
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
with a copy to:
Xxxxxxx Xxxx & Xxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxx, Esq.
Xxxxxx Xxxxx 0000 Xxxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Branford Castle Holdings, Inc. c/o Xxxxxx Xxxxxx, Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Xxxxxx Xxxxxx Offshore Partners III, L.P. c/o Xxxxxx Xxxxxx, Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Xxxxxx Xxxxxx Affiliates III, L.P. c/o Xxxxxx Xxxxxx, Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
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Frogmore Forum Family Fund L.L.C. c/o Xxxxxx Xxxxxx, Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx c/o Xxxxxx Xxxxxx, Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Mellon Bank, N.A., as Trustee for the Xxxx One Mellon Bank Center
Atlantic Master Trust Room 3346
Xxxxxxxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxx
with a copy to:
Xxxx Atlantic Management Company
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: A. Xxx Xxxxxxx, Xxxxxx X.
Xxxxxxx and Xxxxx Xxxxxxxx, Esq.
Ropes & Xxxx
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Esq.
First Union Capital Partners, Inc. One First Union Center
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxx
BT Capital Partners, Inc. Mail Stop 2255
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
-00-
Xxxxxxxxxx Xxxxx, as Trustee for the Du Pont Du Pont Pension Fund Investments
Pension Trust Delaware Corporate Center
0 Xxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxx
Xxxxx University Third Century Fund 000 Xxxxxx Xxxxxx
Xxx X
Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxxxx
Xxxxxxx Xxxxxx c/o Universal Compression, Inc.
0000 Xxxxxxxxxx
Xxxxxxx, XX
Xxxxx Xxxxxx c/o Universal Compression, Inc.
0000 Xxxxxxxxxx
Xxxxxxx, XX 00000
Xxxxxx Xxxxxxxx c/o Universal Compression, Inc.
0000 Xxxxxxxxxx
Xxxxxxx, XX 00000
Xxxxxx Xxxxxxx c/o Universal Compression, Inc.
0000 Xxxxxxxxxx
Xxxxxxx, XX 00000
Xxxxxx Xxxx c/o Universal Compression, Inc.
0000 Xxxxxxxxxx
Xxxxxxx, XX 00000
-19-
