OMNIBUS AGREEMENT AMONG UNIVERSAL COMPRESSION HOLDINGS, INC. UNIVERSAL COMPRESSION, INC. UCI LEASING HOLDING GP LLC UCI COMPRESSOR HOLDING, L.P. UCO GP, LLC UCO GENERAL PARTNER, LP UNIVERSAL COMPRESSION PARTNERS, L.P. UCLP OLP GP LLC UC OPERATING...Omnibus Agreement • October 4th, 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”), UCI Leasing Holding GP LLC, a Delaware limited liability company, UCI Compressor Holding, L.P., a Delaware limited partnership, 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”), UC Operating Partnership, L.P. (the “OLP”), UCLP Leasing GP LLC, a Delaware limited liability company, and UCLP Leasing, L.P. The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF UCO GP, LLC A Delaware Limited Liability Company Dated as of October ___, 2006Limited Liability Company Agreement • October 4th, 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 ___, 2006, is adopted, executed and agreed to for good and valuable consideration by Universal Compression, Inc., a Texas Corporation (“UCI”), as the member (“Member”).
Universal Compression Partners, L.P. Long-Term Incentive Plan Grant of Phantom Units With DERSPhantom Unit Grant Agreement • October 4th, 2006 • Universal Compression Partners, L.P. • Natural gas transmission • Delaware
SENIOR SECURED CREDIT AGREEMENT Dated as of October ___, 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 4th, 2006 • Universal Compression Partners, L.P. • Natural gas transmission • Texas
THIS SENIOR SECURED CREDIT AGREEMENT dated as of October ___, 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, NATI
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • October 4th, 2006 • Universal Compression Partners, L.P. • Natural gas transmission • Texas
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [October___], 2006, is entered into by and among UNIVERSAL COMPRESSION PARTNERS, L.P., a Delaware limited partnership (“MLP”), UC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“OLP”), UCO GP, LLC, a Delaware limited liability company (“GP LLC”), UCO GENERAL PARTNER, LP, a Delaware limited partnership (“GP”), UNIVERSAL COMPRESSION, INC., a Texas corporation (“UCI”), UCO COMPRESSOR 2005 LLC, a Delaware limited liability company (“UCO 2005”), UCLP LEASING, L.P., a Delaware limited partnership (“Leasing LP”), UCI MLP LP LLC, a Delaware limited liability company (“MLP LP LLC”), UCI GP LP LLC, a Delaware limited liability company (“LP LLC”), UCLP OLP GP LLC, a Delaware limited liability company (“OLP GP”), UCLP LEASING GP LLC, a Delaware limited liability company (“Leasing GP”). The parties to this agreement are collectively referred to herein as the “Parties.” Capitalized terms used herein shall have the mean
AMENDED & RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF UCO GENERAL PARTNER, LP A Delaware Limited Partnership Dated as of October , 2006Limited Partnership Agreement • October 4th, 2006 • Universal Compression Partners, L.P. • Natural gas transmission • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”), dated as of October , 2006, is entered into and executed by UCO GP LLC, a Delaware limited liability company, as General Partner, and UCI MLP GP LLC, a Delaware limited liability company, as Initial Limited Partner.
