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EXHIBIT C
Form of Registration Rights Agreement
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EXHIBIT C
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
_____________, ____, is by and between WEUS Holding, Inc. ("WEUS") and Universal
Compression Holdings, Inc., a Delaware corporation ("Parent"). Certain
capitalized terms used herein are defined in Section 6 below. Capitalized terms
not otherwise defined herein have the meaning ascribed to them in the Merger
Agreement (as hereinafter defined).
RECITALS:
WHEREAS, Xxxxxxxxxxx International, Inc., a Delaware corporation and
the parent of WEUS ("Weatherford"), WEUS, Enterra Compression Company, a
Delaware corporation and a wholly owned subsidiary of WEUS (the "Company"),
Parent and Universal Compression, Inc., a Texas corporation and a wholly owned
subsidiary of Parent ("Merger Subsidiary"), have entered into an Agreement and
Plan of Merger, dated as of October 23, 2000 (the "Merger Agreement"), that
provides, subject to the terms and conditions thereof, for the merger (the
"Merger") of the Company with and into Merger Subsidiary;
WHEREAS, as consideration to be paid in the Merger, WEUS will acquire
13,750,000 shares (the "Acquired Shares") of Common Stock, par value $.01 per
share, of Parent (the "Common Stock"); and
WHEREAS, in order to induce Weatherford and WEUS to enter into the
Merger Agreement, Parent has agreed to provide certain registration rights on
the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, the parties hereto hereby agree as follows:
Section 1. Registration Under The Securities Act.
1.1 Demand Registrations.
(a) Requests for Registration. Subject to Section 1.1(b)
hereof, WEUS 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. Following receipt of the
request from WEUS for a Demand Registration, Parent will file a registration
statement on the appropriate form to cover the Registrable Securities to be
included.
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(b) Determination of Demand Registration. WEUS shall be
entitled to receive three Demand Registrations. 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 WEUS),
and unless at least 75% of the Registrable Securities requested to be included
in such registration are registered; provided, however, that if, after such
registration has become effective, the offering of the Registrable Securities
included therein is interfered with by any stop order, injunction or other order
or requirement of the Securities and Exchange Commission (the "SEC") or other
governmental agency or court, such registration will be deemed not to have been
effective (and it shall not count as one of the three Demand Registrations); and
provided further that in any event Parent 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. Parent shall not include
in any Demand Registration any securities other than the Registrable Securities
without the prior written consent of WEUS. If a Demand Registration is an
underwritten offering and the managing underwriters advise Parent and WEUS 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, Parent 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 WEUS which in the opinion of such underwriters can
be sold without adversely affecting the marketability of the offering.
(d) Restrictions on Demand Registrations. Parent shall not be
obligated to effect any Demand Registration within 180 days after the effective
date of a previous Demand Registration. Parent 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 Parent determines that such
Demand Registration would reasonably be expected to have a material adverse
effect on any proposal or plan by Parent 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, WEUS 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 Parent shall pay all
Registration Expenses in connection with such registration.
(e) Selection of Underwriters. WEUS shall select the
investment banker(s) and manager(s) to administer each Demand Registration,
which banker(s) or manager(s), to the extent that Parent will sell securities
therein, shall be subject to the reasonable approval of Parent.
1.2. Piggyback Registrations.
(a) Right to Piggyback. Whenever Parent proposes to register
any of its securities under the Securities Act (whether or not such registration
relates to a primary offering of securities by Parent or a secondary sale of
securities by a selling securityholder) and the registration form to be used may
be used for the registration of Registrable Securities (a
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"Piggyback Registration"), Parent shall give prompt written notice to WEUS 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 Parent has received a written request for inclusion therein
within twenty (20) days after Parent's notice, provided that the foregoing shall
not apply to a registration on Form S-4 or S-8 or an effective registration
statement as of the date of this Agreement.
(b) Priority on Primary Registrations. If a Piggyback
Registration is an underwritten primary registration on behalf of Parent, and
the managing underwriters advise Parent and WEUS 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, Parent shall include in such
registration (i) first, the securities Parent proposes to sell, (ii) second, the
Registrable Securities requested to be included in such registration, pro rata
with holders entitled to registration rights under the Registration Rights
Agreement, dated as of February 20, 1998, by and among Parent, Xxxxxx Xxxxxx
Partners III, L.P. and the other persons or entities signatory thereto, and
(iii) third, other securities requested to be included in such registration, pro
rata among other holders of such securities.
(c) Priority on Secondary Registrations. If a Piggyback
Registration is an underwritten secondary registration on behalf of holders
(other than WEUS) of Parent securities, and the managing underwriters advise
Parent and WEUS 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, Parent shall include in such registration (i) first, the securities
requested to be included therein by the holders requesting such registration,
(ii) second, the securities Parent proposes to sell, (iii) third, the
Registrable Securities requested to be included in such registration, pro rata
with holders entitled to registration rights under the Registration Rights
Agreement, dated as of February 20, 1998, by and among Parent, Xxxxxx Xxxxxx
Partners III, L.P. and the other persons or entities signatory thereto, and (iv)
fourth, other securities requested to be included in such registration, pro rata
among other holders of such securities.
(d) Selection of Underwriters. Parent shall select the
investment banker(s) and manager(s) to administer each Piggyback Registration.
1.3 Registration Procedures. Whenever WEUS has requested that any
Registrable Securities be registered pursuant to this Agreement, Parent shall
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 Parent shall as expeditiously as possible:
(a) promptly prepare and file with the SEC a registration
statement with respect to such Registrable Securities (and any amendment,
including any post-effective amendment, to such registration statement Parent
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, Parent shall
furnish to counsel for WEUS copies of all such documents proposed to be filed so
as to provide WEUS and
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its counsel a reasonable opportunity to review and comment on such documents,
and such documents shall be subject to the review and comment of WEUS and its
counsel);
(b) furnish to WEUS 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 WEUS may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by WEUS (including, without
limitation, the documentation referred to in Section 1.3(o) below);
(c) make such filings of the preliminary and final prospectus,
and any amended or supplemented prospectus, as may be required under Rule 424
and 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 WEUS (or any other holder whose securities are undivided in a
registration statement on which Registrable Securities are requested) reasonably
requests and do any and all other acts and things which may be reasonably
necessary or advisable to enable WEUS to consummate the disposition in such
jurisdictions of the Registrable Securities owned by WEUS (provided that Parent
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 WEUS 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, in light of the circumstances under which they were made,
not misleading, and, at the request of WEUS, Parent 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 material fact or omit to state any fact necessary to make
the statements therein, in light of the circumstances under which they were
made, 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 Parent 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
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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;
(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 with customary provisions relating
to indemnification from Parent and WEUS) and take all such other actions as WEUS
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 WEUS, any underwriter
participating in any disposition pursuant to such registration statement, and
any attorney, accountant or other agent retained by WEUS or any such
underwriter, all financial and other records, pertinent corporate documents, and
properties of Parent, and cause Parent's officers, directors, employees, and
independent accountants to supply all information reasonably requested by WEUS
and any such 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 SEC, 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
Parent's 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 WEUS, if WEUS is an underwriter or controlling
person of Parent, to participate in the preparation of such registration or
comparable statement and to require the insertion therein of material, furnished
to Parent in writing, which in the reasonable judgment of WEUS and its counsel
should be included;
(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, Parent shall use its reasonable best efforts promptly to
obtain the withdrawal of such order and shall prepare and file an amended or
supplemented prospectus, if required;
(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 WEUS and the underwriters, if any to consummate the disposition of
such Registrable Securities;
(n) obtain a cold comfort letter addressed to Parent, WEUS,
and the underwriters from Parent's independent public accountants in customary
form and covering such matters of the type customarily covered by cold comfort
letters;
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(o) use reasonable efforts to cause certificates for the
Registrable Securities covered by such registration statement to be delivered by
WEUS to the underwriters in such denominations and registered in such names as
the underwriters may request; and
(p) in the case of a Demand Registration which is an
underwritten offering, participate in customary "roadshow" and similar marketing
presentations as reasonably requested by the underwriters.
Section 2. Holdback Agreements.
2.1 WEUS 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 Parent, 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 Parent or securities convertible or
exchangeable into or exercisable for equity securities of Parent (except as part
of such underwritten registration), unless the underwriters managing the
registered public offering otherwise agree, and WEUS will deliver an undertaking
to the managing underwriters (if requested) consistent with this covenant. WEUS
shall not be obligated to comply the provisions of this Section 2.1 more than
two times in any 12-month period.
2.2 Parent (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 Parent 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. Parent shall not be obligated to comply the provisions of this
Section 2.2 more than two times in any 12-month period.
Section 3. Registration Expenses.
3.1 All Registration Expenses shall be borne by Parent. Also, Parent
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 or special 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 Parent are then listed or on the NASD automated
quotation system.
3.2 In connection with each Demand Registration and each Piggyback
Registration, Parent shall reimburse WEUS for the reasonable fees and
disbursements of its counsel.
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Section 4. Indemnification.
4.1 Parent agrees to indemnify, to the extent permitted by law, WEUS,
its officers and directors and each Person who controls WEUS (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 Parent by WEUS expressly
for use therein or by WEUS's failure to deliver a copy of the registration
statement or prospectus or any amendments or supplements thereto after Parent
has furnished WEUS with a sufficient number of copies of the same. In connection
with an underwritten offering, Parent shall indemnify the 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 WEUS.
4.2 In connection with any registration statement in which WEUS is
participating, WEUS shall furnish to Parent in writing such information as
Parent reasonably requests for use in connection with any such registration
statement or prospectus and, to the extent permitted by law, shall indemnify
Parent, its directors and officers, and each Person who controls Parent (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 WEUS contains such
untrue statement or omits a material fact required to be stated therein
necessary to make the statements therein not misleading; provided that the
obligation to indemnify shall be limited to the net amount of proceeds received
by WEUS 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
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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.
Section 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 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.
Section 6. Definitions.
"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 Parent 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 Acquired 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 WEUS at any
time; and (iv) any Common Stock issued to WEUS in any merger, consolidation, or
business combination involving Parent.
"Registration Expenses" means all expenses incident to Parent's
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, fees with respect to filings required to be made
with the NASD, roadshow expenses, printing expenses, messenger and delivery and
mailing expenses, fees and disbursements of custodians, and fees and
disbursements of counsel for Parent and all independent certified public
accountants, underwriters (excluding discounts and commissions) and other
Persons retained by Parent, and such other expenses payable by Parent as
provided herein.
"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations thereunder, or any successor statute.
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"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 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.
Section 7. Miscellaneous.
7.1 No Inconsistent Agreements. Parent shall not hereafter enter into
any agreement with respect to its securities which is inconsistent with or
violates the rights granted to WEUS in this Agreement. Parent shall also not
grant more favorable registration rights to any party than those granted to WEUS
in this Agreement. At the date hereof, Parent is not party to any registration
rights agreement (other than this Agreement and the Registration Rights
Agreement, dated February 28, 2000, among Parent and the co-investors party
thereto, and the accessions to such agreement by Messrs. Banner and Xxxxxxxxxx
and the Registration Agreement, dated September 15, 2000, among Parent, The
Xxxxxx Xxxxx Xxxxxx Trust dated January 24, 2000, and Xxxxxxx Xxxx) relating to
the capital stock of Parent.
7.2 Adjustments Affecting Registrable Securities. Parent 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 WEUS 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, 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 Texas or the United States District Court for the Southern District
of Texas, 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
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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 Parent or WEUS except by a written agreement signed by Parent and WEUS.
7.5 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 Parent or an affiliate of WEUS, it being understood that WEUS
shall have the right to assign any of its rights in whole or in part, hereunder
to any Person.
7.6 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.
7.7 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.
7.8 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.
7.9 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.
7.10 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 Parent's 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
Texas or the United States District Court for the Southern District of Texas. 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
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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.
7.11 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 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 WEUS at the address indicated
below 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.
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement on the day and year first above written.
WEUS HOLDING, INC.
By:
----------------------------------------
Name:
Title:
Address: 000 Xxxx Xxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxx X. Xxxx
UNIVERSAL COMPRESSION HOLDINGS, INC.
By:
----------------------------------------
Name:
Title:
Address: 0000 Xxxxxxxxxx Xxxx
Xxxxxxx, Xxxxx 00000
Attn: Xxxxx X. Xxxxxx
11
