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Exhibit 10.4
SUBSIDIARY ASSUMPTION AGREEMENT
SUBSIDIARY ASSUMPTION AGREEMENT (this "Agreement"), dated as of October
15, 2000, made by each of the undersigned subsidiaries (the "New Subsidiaries"
and each, a "New Subsidiary"). Unless otherwise defined herein, all capitalized
terms used herein and defined in the Credit Agreement referred to below are used
herein as so defined.
WITNESSETH:
WHEREAS, Universal Compression Holdings, Inc. ("Holdings"), Universal
Compression, Inc. (the "Borrower"), various lending institutions from time to
time party thereto, Deutsche Bank Securities Inc., as Lead Arranger and Bankers
Trust Company, as Administrative Agent, have entered into a Credit Agreement,
dated as of May 30, 2000 (as amended, restated, modified and/or supplemented
from time to time the "Credit Agreement");
WHEREAS, in connection with the Credit Agreement, the Borrower and the
Subsidiary Guarantors have entered into a Subsidiaries Guaranty, dated as of May
30, 2000 (as amended, restated, modified and/or supplemented from time to time,
the "Subsidiaries Guaranty");
WHEREAS, in connection with the Credit Agreement, Holdings, the
Borrower and the Subsidiary Guarantors have entered into a Pledge Agreement,
dated as of May 30, 2000, (as amended, restated, modified and/or supplemented
from time to time, the "Pledge Agreement");
WHEREAS, in connection with the Credit Agreement, Holdings, the
Borrower and the Subsidiary Guarantors have entered into a Security Agreement,
dated as of May 30, 2000, (as amended, restated, modified and/or supplemented
from time to time, the "Security Agreement", and together with the Subsidiaries
Guaranty and the Pledge Agreement, the "Documents");
WHEREAS, each New Subsidiary is a Wholly-Owned Subsidiary of the
Borrower;
WHEREAS, pursuant to the Credit Agreement, each New Subsidiary is
required to become a party to the Documents; and
WHEREAS, each New Subsidiary desires to execute and deliver this
Agreement in order to become a party to each of the Documents.
NOW, THEREFORE, IT IS AGREED:
1. Subsidiaries Guaranty. By executing and delivering this Agreement,
each New Subsidiary hereby becomes a party to the Subsidiaries Guaranty as a
"Guarantor" thereunder, and hereby expressly assumes all obligations and
liabilities of a "Guarantor" thereunder. Each New Subsidiary hereby makes each
of the representations and warranties contained in the Subsidiaries Guaranty,
after giving effect to this Agreement.
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2. Pledge Agreement. By executing and delivering this Agreement, each
New Subsidiary hereby becomes a party to the Pledge Agreement as a "Pledgor"
thereunder, and hereby expressly assumes all obligations and liabilities of a
"Pledgor" thereunder. Annexes A, B, C, D, and I to the Pledge Agreement are each
hereby amended by supplementing such Annexes with the information contained on
Annexes A, B, D and I attached to Annex I of this Agreement for each New
Subsidiary. Each New Subsidiary hereby makes each of the representations and
warranties contained in Section 16 of the Pledge Agreement, after giving effect
to this Agreement.
3. Security Agreement. By executing and delivering this Agreement, each
New Subsidiary hereby becomes a party to the Security Agreement as an "Assignor"
thereunder, and hereby expressly assumes all obligations and liabilities of an
"Assignor" thereunder. Annexes A, B, C, D, E, F and G to the Security Agreement
are each hereby amended by supplementing such Annexes with the information
contained on Annexes A, B, C, D, E, F and G attached to Annex II of this
Agreement for each New Subsidiary. Each New Subsidiary hereby makes each of the
representations and warranties contained in the Security Agreement on the date
hereof, after giving effect to this Agreement.
4. Pledged Securities; Financing Statements. By executing and
delivering this Agreement, each New Subsidiary hereby agrees to:
(i) deposit as security with the Pledgee (as defined in the Pledge
Agreement) the Securities (as defined in the Pledge Agreement), if any,
owned by such New Subsidiary on the date hereof, and deliver to the Pledgee
certificates or instruments therefor, duly endorsed in blank by such New
Subsidiary in the case of Notes (as defined in the Pledge Agreement) and
accompanied by undated stock powers duly executed in blank by such New
Subsidiary in the case of Stock (as defined in the Pledge Agreement), or
such other instruments of transfer as are acceptable to the Pledgee; and
(ii) execute and deliver to the Collateral Agent (as defined in the
Security Agreement) such financing statements, in form acceptable to the
Collateral Agent, as the Collateral Agent may request or as are necessary
or desirable in the opinion of the Collateral Agent to establish and
maintain a valid, enforceable, first priority perfected security interest
in the Collateral (as defined in the Security Agreement) owned by such New
Subsidiary.
5. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
6. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
* * *
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IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
duly executed and delivered as of the date first above written.
ADDRESS SUBSIDIARY
GAS COMPRESSION FINANCE CORPORATION
By: /s/ XXXXXXX X. XXXXXX
------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
G.C.S. DISTRIBUTING L.L.C.
By: /s/ XXXXXXX X. XXXXXX
------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Manager
GAS COMPRESSION REALTY L.L.C.
By: /s/ XXXXXXX X. XXXXXX
------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Manager
ACKNOWLEDGED AND ACCEPTED:
BANKERS TRUST COMPANY,
as Administrative Agent
By: /s/ XXXXXX X. XXXXXXXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Director
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ANNEX I TO
SUBSIDIARY ASSUMPTION
AGREEMENT
PLEDGED STOCK
(SUPPLEMENT TO ANNEX A TO PLEDGE AGREEMENT)
PERCENTAGE OF
OUTSTANDING
NAME OF ISSUING TYPE OF SHARES NO. OF SHARES OF
CORPORATION CERTIFICATE NO. COMMON SHARES CAPITAL STOCK
--------------- --------------- -------------- ------ -------------
Gas Compression Finance 4 50,000 100%
Corporation
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ANNEX I TO
SUBSIDIARY ASSUMPTION
AGREEMENT
PLEDGED NOTES
(SUPPLEMENT TO ANNEX B TO PLEDGE AGREEMENT)
None.
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ANNEX I TO
SUBSIDIARY ASSUMPTION
AGREEMENT
PLEDGED PARTNERSHIP INTERESTS
(SUPPLEMENT TO ANNEX C TO PLEDGE AGREEMENT)
None.
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ANNEX I TO
SUBSIDIARY ASSUMPTION
AGREEMENT
PLEDGE LIMITED LIABILITY COMPANY INTERESTS
(SUPPLEMENT TO ANNEX D TO PLEDGE AGREEMENT)
G.C.S. Distributing L.L.C.
Gas Compression Realty L.L.C.
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ANNEX I TO
SUBSIDIARY ASSUMPTION
AGREEMENT
LIST OF OFFICE LOCATIONS
(SUPPLEMENT TO ANNEX I TO PLEDGE AGREEMENT)
IV. Gas Compression Finance Corporation
0000 Xxxxxxxxxx Xxxx
Xxxxxxx, Xxxxx 00000 Aero Park Drive
0000 Xxxx xxxx Xxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
V. G.C.S. Distributing L.L.C.
0000 Xxxxxxxxxx Xxxx
Xxxxxxx, Xxxxx 00000
0000 Xxxx Xxxx Xxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
VI. Gas Compression Realty L.L.C.
0000 Xxxxxxxxxx Xxxx
Xxxxxxx, Xxxxx 00000
0000 Xxxx Xxxx Xxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
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ANNEX I TO
SUBSIDIARY ASSUMPTION
AGREEMENT
SCHEDULE OF CHIEF EXECUTIVE
OFFICES/RECORD LOCATIONS
(SUPPLEMENT TO ANNEX A TO THE SECURITY AGREEMENT)
AND
SCHEDULE OF EQUIPMENT AND INVENTORY LOCATIONS
(SUPPLEMENT TO ANNEX B TO THE SECURITY AGREEMENT)
CHIEF EXECUTIVE OFFICE:
IV. Gas Compression Finance Corporation
0000 Xxxxxxxxxx Xxxx
Xxxxxxx, Xxxxx 7704
V. G.C.S. Distributing L.L.C.
0000 Xxxxxxxxxx Xxxx
Xxxxxxx, Xxxxx 00000
VI. Gas Compression Realty L.L.C.
0000 Xxxxxxxxxx Xxxx
Xxxxxxx, Xxxxx 00000
ADDITIONAL LOCATIONS:
VII. Gas Compression Finance Corporation
0000 Xxxx Xxxx Xxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
VIII. G.C.S. Distributing L.L.C.
0000 Xxxx Xxxx Xxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
IX. Gas Compression Realty L.L.C.
0000 Xxxx Xxxx Xxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
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ANNEX II TO
SUBSIDIARY ASSUMPTION
AGREEMENT
SCHEDULE OF TRADE, FICTITIOUS AND OTHER NAMES
(SUPPLEMENT TO ANNEX C TO THE SECURITY AGREEMENT)
Gas Compression Services, Inc. ("GCS")
Gas Compression Finance Corporation ("GCFC")
G.C.S. Distributing L.L.C.
Gas Compression Realty L.L.C.
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ANNEX II TO
SUBSIDIARY ASSUMPTION
AGREEMENT
SCHEDULE OF MARKS
(SUPPLEMENT TO ANNEX D TO THE SECURITY AGREEMENT)
xxx.xxxxxxxxxxxxxx.xxx
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ANNEX II TO
SUBSIDIARY ASSUMPTION
AGREEMENT
SCHEDULE OF LICENSE AGREEMENTS AND ASSIGNMENTS
(SUPPLEMENT TO ANNEX E TO THE SECURITY AGREEMENT)
None.
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ANNEX II TO
SUBSIDIARY ASSUMPTION
AGREEMENT
SCHEDULE OF PATENTS AND APPLICATIONS
(SUPPLEMENT TO ANNEX F TO THE SECURITY AGREEMENT)
None.
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ANNEX II TO
SUBSIDIARY ASSUMPTION
AGREEMENT
SCHEDULE OF COPYRIGHTS AND APPLICATIONS
(SUPPLEMENT TO ANNEX G TO THE SECURITY AGREEMENT)
None.
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