AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF UCO GP, LLC A Delaware Limited Liability Company Dated as of October 20, 2006Limited Liability Company Agreement • October 26th, 2006 • Universal Compression Partners, L.P. • Natural gas transmission • Delaware
This AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of UCO GP, LLC (the “Company”), dated as of October 20, 2006, is adopted, executed and agreed to for good and valuable consideration by Universal Compression, Inc., a Texas Corporation (“UCI”), as the member (“Member”).
OMNIBUS AGREEMENT AMONG UNIVERSAL COMPRESSION HOLDINGS, INC. UNIVERSAL COMPRESSION, INC. UCO GP, LLC UCO GENERAL PARTNER, LP UNIVERSAL COMPRESSION PARTNERS, L.P. UCLP OLP GP LLC AND UC OPERATING PARTNERSHIP, L.P.Omnibus Agreement • October 26th, 2006 • Universal Compression Partners, L.P. • Natural gas transmission
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among Universal Compression Holdings, Inc., a Delaware corporation (“UCH”), Universal Compression, Inc., a Texas corporation (“UCI”), UCO GP, LLC, a Delaware limited liability company (“UCO LLC”), UCO General Partner, L.P., a Delaware limited partnership (the “General Partner”), Universal Compression Partners, L.P., a Delaware limited partnership (the “Partnership”), UCLP OLP GP LLC, a Delaware limited liability company (“OLP GP”), and UC Operating Partnership, L.P. (the “OLP”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
SENIOR SECURED CREDIT AGREEMENT Dated as of October 20, 2006 Among UC OPERATING PARTNERSHIP, L.P., as Borrower, UNIVERSAL COMPRESSION PARTNERS, L.P. as Guarantor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, DEUTSCHE BANK TRUST...Senior Secured Credit Agreement • October 26th, 2006 • Universal Compression Partners, L.P. • Natural gas transmission • Texas
THIS SENIOR SECURED CREDIT AGREEMENT dated as of October 20, 2006, is among: UC OPERATING PARTNERSHIP, L.P., a limited partnership formed under the laws of the State of Delaware (the “Borrower”); UNIVERSAL COMPRESSION PARTNERS, L.P., a limited partnership formed under the laws of the State of Delaware (“UCLP”, and in its capacity as guarantor of the Loans, a “Guarantor”); WACHOVIA BANK, NATIONAL ASSOCIATION, individually and as administrative agent for the Lenders (herein, together with its successors in such capacity, the “Administrative Agent”); DEUTSCHE BANK TRUST COMPANY AMERICAS, individually and as syndication agent (herein, together with its successors in such capacity, the “Syndication Agent”); WACHOVIA CAPITAL MARKETS, LLC (“Wachovia Securities”) and DEUTSCHE BANK SECURITIES INC. (“DBSI” and together with Wachovia Securities and their successors in such capacity, the “Joint Lead Arrangers” and “Joint Book Runners”); FORTIS CAPITAL CORP., (“Fortis”) and WELLS FARGO BANK, NATION
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF UNIVERSAL COMPRESSION PARTNERS, L.P.Limited Partnership Agreement • October 26th, 2006 • Universal Compression Partners, L.P. • Natural gas transmission • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF UNIVERSAL COMPRESSION PARTNERS, L.P. dated as of October 20, 2006, is entered into by and between UCO General Partner, LP, a Delaware limited partnership, as the General Partner, and Universal Compression, Inc., a Texas limited partnership, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
AMENDED & RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF UCO GENERAL PARTNER, LP A Delaware Limited Partnership Dated as of October 20, 2006Agreement of Limited Partnership • October 26th, 2006 • Universal Compression Partners, L.P. • Natural gas transmission • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”), dated as of October 20, 2006, is entered into and executed by UCO GP, LLC, a Delaware limited liability company, as General Partner, and UCI GP LP LLC, a Delaware limited liability company, as Substituted Limited Partner.
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT AMONG UNIVERSAL COMPRESSION PARTNERS, L.P. UC OPERATING PARTNERSHIP, L.P. UCO GP, LLC UCO GENERAL PARTNER, LP UNIVERSAL COMPRESSION, INC. UCO COMPRESSION 2005 LLC UCLP LEASING, L.P. UCI MLP LP LLC UCI...Contribution, Conveyance and Assumption Agreement • October 26th, 2006 • Universal Compression Partners, L.P. • Natural gas transmission • Texas
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of October 20, 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 COMPRESSION 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 meani
