<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 333-48283
UNIVERSAL COMPRESSION HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 13-3989167
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4430 BRITTMOORE ROAD
HOUSTON, TX 77041
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code 713-466-4103
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
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<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS.
UNIVERSAL COMPRESSION HOLDINGS, INC.
UNAUDITED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1998
--------- ------------
<S> <C> <C>
Current assets:
Cash and equivalents...................................... $ 2,382 $ 610
Accounts receivable....................................... 11,662 14,977
Inventories............................................... 8,678 18,044
Deferred tax assets....................................... 67 67
Other..................................................... 3,121 1,118
-------- --------
Total current assets.............................. 25,910 34,816
Property, plant and equipment
Rental equipment.......................................... 237,795 268,428
Other..................................................... 14,611 16,602
Less: accumulated depreciation............................ (1,366) (13,497)
-------- --------
Net property, plant and equipment................. 251,040 271,533
Goodwill, net of amortization............................... 93,550 93,452
Other assets, net........................................... 9,726 8,737
-------- --------
Total assets...................................... $380,226 $408,538
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities.................. $ 11,280 $ 9,929
Current portion of long-term debt......................... 750 750
-------- --------
Total current liabilities......................... 12,030 10,679
Deferred income taxes....................................... 406 406
Long-term debt.............................................. 286,112 316,394
-------- --------
Total liabilities................................. 298,548 327,479
Stockholders' equity:
Series A preferred stock, $.01 par value, 5,000,000 shares
authorized, 1,300,000 issued and outstanding and
$50-per-share liquidation value........................ 13 13
Common stock, $.01 par value, 1,000,000 shares authorized
and 333,120 shares issued and outstanding.............. 3 3
Treasury stock............................................ -- (1)
Additional paid-in capital................................ 81,234 81,234
Retained earnings (deficit)............................... 428 (190)
-------- --------
Total common stockholders' equity................. 81,678 81,059
Total liabilities and equity...................... $380,226 $408,538
======== ========
</TABLE>
See accompanying notes to unaudited financial statements.
1
<PAGE> 3
UNIVERSAL COMPRESSION HOLDINGS, INC.
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
PREDECESSOR PREDECESSOR
------------ ------------
THREE THREE NINE NINE
MONTHS MONTHS MONTHS MONTHS
ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1997 1998 1997 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues
Rental................................... $21,310 $21,762 $62,204 $65,204
Sales.................................... 5,639 11,797 19,267 30,776
------- ------- ------- -------
Total revenues................... 26,949 33,559 81,471 95,980
Costs and expenses
Rentals, exclusive of depreciation and
amortization.......................... 8,176 7,633 25,993 23,602
Cost of sales, exclusive of depreciation
and amortization...................... 4,161 9,993 13,418 25,517
Depreciation and amortization............ 6,574 4,930 19,657 14,255
General and administrative............... 2,329 4,162 7,281 12,186
Interest expense......................... -- 7,274 3 21,415
------- ------- ------- -------
Total costs and exp.............. 21,240 33,992 66,352 96,975
------- ------- ------- -------
Income (loss) before income taxes.......... 5,709 (433) 15,119 (995)
Income taxes (benefit)..................... 2,282 (165) 5,745 (377)
------- ------- ------- -------
Net income (loss).......................... $ 3,427 $ (268) $ 9,374 $ (618)
======= ======= ======= =======
</TABLE>
See accompanying notes to unaudited financial statements.
2
<PAGE> 4
UNIVERSAL COMPRESSION HOLDINGS, INC.
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED DECEMBER 31, 1997 AND 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
PREDECESSOR
1997 1998
----------- --------
<S> <C> <C>
Cash flow from operating activities:
Net income................................................ $ 9,374 $ (618)
Adjustments to reconcile net income to cash provided from
operating activities:
Depreciation and amortization.......................... 19,657 14,255
Amortization of debt financing activities.............. -- 872
Accretion of discount notes............................ -- 13,594
Change in assets and liabilities....................... (1,803) (10,798)
-------- --------
Net cash provided by operating activities......... 27,228 17,305
Cash flows from investing activities
Additions to property, plant, and equipment, net.......... (9,604) (35,764)
-------- --------
Net cash used in investing activities............. (9,604) (35,764)
Cash flows from financing activities:
Principal repayments on long-term debt.................... -- (563)
Net borrowing on line of credit........................... -- 17,250
Intercompany payable...................................... (18,190)
-------- --------
Net cash used in and provided by financing
activities...................................... (18,190) 16,687
Decrease in cash............................................ (566) (1,772)
Cash at beginning of period................................. -- 2,382
-------- --------
Cash at end of period....................................... $ (566) $ 610
======== ========
</TABLE>
See accompanying notes to unaudited financial statements.
3
<PAGE> 5
UNIVERSAL COMPRESSION HOLDINGS, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
DECEMBER 31, 1998
1. BASIS OF PRESENTATION
Universal Compression Holdings, Inc. (the "Company") was formed on December
12, 1997 for the purpose of acquiring Tidewater Compression Services, Inc.
("TCS") from Tidewater Inc. ("Tidewater"). The Company formed an acquisition
subsidiary ("Acquisition Corp.") which acquired 100% of the voting securities of
TCS. Immediately following the acquisition (the "Acquisition"), Acquisition
Corp. was merged with and into TCS, which changed its name to Universal
Compression, Inc. The Company is a holding company which conducts its operations
through its wholly owned subsidiary, Universal Compression, Inc. ("Universal").
These financial statements should be read in conjunction with the financial
statements presented in the Company's most recent annual report as of March 31,
1998. That report contains a more comprehensive summary of the Company's major
accounting policies. In the opinion of management, the accompanying unaudited
financial statements contain all appropriate adjustments, all of which are
normally recurring adjustments unless otherwise noted, considered necessary to
present fairly its financial position, results of operation and cash flows for
the respective periods. Operating results for the three- and nine-month periods
ended December 31, 1998 are not necessarily indicative of the results that may
be expected for the year ending March 31, 1999.
The Company is a leading provider of natural gas compressor rental,
maintenance and operations services to the domestic oil and gas industry, owning
the second largest domestic gas compressor fleet, and has a growing presence in
key international markets, including Argentina, Venezuela, Colombia, and the
Pacific Rim. The Company has a broad base of over 500 customers and its 525,000
horsepower ("HP") gas compression rental fleet is comprised of over 2,700 units.
Founded in 1954, Universal is the only compression rental company with an
operating presence in all active domestic gas compression markets. As a
complement to its rental operations, the Company designs and fabricates
compression units for its own fleet as well as for its global customer base.
2. RECENT ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 130, Report Comprehensive Income ("SFAS 130").
Comprehensive income is a more inclusive financial reporting methodology that
includes disclosures of certain financial information that historically has not
been recognized in the presentation of net income. SFAS 130 requires the
reporting of comprehensive income in addition to net income from operations.
SFAS 130 is effective for periods beginning after December 15, 1997. At December
31, 1998, the Company had no items of comprehensive income, and as a result
believes that the adoption of SFAS 130 will have no impact upon implementation.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 131, Segments of an Enterprise and Related
Information ("SFAS 131"). SFAS 131 requires that companies report in their
financial statements financial and descriptive information about reportable
operating segments defined by reference to the way in which management reviews
its operations in order to assess performance and allocate resources. Management
is evaluating what, if any, additional disclosures may be required upon
implementation of SFAS 131.
3. INVENTORIES
Inventories consisted of (in thousands):
<TABLE>
<CAPTION>
MARCH, 1998 DECEMBER, 1998
----------- --------------
<S> <C> <C>
Work-in-progress........................................... $3,199 $12,174
Finished goods............................................. 5,479 5,870
------ -------
$8,678 $18,044
====== =======
</TABLE>
4
<PAGE> 6
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
Set forth below is a discussion of the results of operations for the three-
and nine-month periods ended December 31, 1998 as compared to the corresponding
periods of the previous year. The results for the three-and nine-month periods
ended December, 1997 are the results of the predecessor, TCS.
Three Months ended December 31, 1998
Revenue. Revenue for the quarter ended December, 1998 increased $6.6
million, or 24%, to $33.6 million compared to $27.0 million for the quarter
ended December, 1997 due to increases in both rental revenue and revenue from
fabrication and equipment sales. Rental revenue increased 2% to $21.8 million.
The increase in rental revenue was due to a 4% increase in utilized horsepower
while average rental pricing declined 1%. Additionally the Company increased the
amount of HP rented in international markets by 16% through additional service
in Argentina. Revenue from fabrication and sales increased to $11.8 million from
$5.6 million, an increase of 110%, due to a relatively higher level of
fabrication activity.
Gross Margin. Gross margin (defined as total revenue less (i) rental
expense, (ii) cost of sales (exclusive of depreciation and amortization), (iii)
gain on asset sales and (iv) interest income) for the quarter ended December 31,
1998 increased $1.3 million, or 9%, to $15.9 million from gross margin of $14.6
million for the quarter ended December 31, 1997. The increase was due to higher
utilization and the resulting operating efficiencies related to the rental fleet
and the increased capitalization of overhaul expenses of $.7 million. The rental
gross margin for the quarter ended December 31, 1998 increased $1.0 million, or
8%, to $14.1 million compared to gross margin of $13.1 million for the quarter
ended December 31, 1997 due to the aforementioned factors regarding utilization
of the rental fleet and the capitalization of overhaul expenses.
General and Administrative Expenses. General and administrative expenses
for the quarter ended December 31, 1998 increased $1.8 million compared to the
quarter ended December 31, 1997. The increase was primarily due to the
management fee payable to Castle Harlan and increased sales and engineering
expense in the quarter ended December 31, 1998 as the Company added the
additional sales and engineering personnel necessary to manage and rent a
larger rental fleet.
Net loss. Primarily as a result of increased interest expense of $7.3
million related to the indebtedness incurred in the Acquisition and expansion of
the rental fleet, reduced income taxes, and the factors discussed above, the
Company had a net loss of $0.3 million for the quarter ended December 31, 1998
compared net income of $3.4 million for the quarter ended December 31, 1997.
Nine Months ended December 31, 1998
Revenue. Revenue for the nine months ended December 31, 1998 increased
$14.5 million, or 18%, to $96.0 million compared to $81.5 million for the nine
months ended December, 1997 due to increases in both rental revenue and revenue
from fabrication and equipment sales. Rental revenue increased 5% to $65.2
million. The increase in rental revenue was principally due to a 6% increase in
utilized horsepower while average rental pricing remained unchanged.
Additionally the Company increased the amount of HP rented in international
markets by 26% through additional service in Argentina. Revenue from fabrication
and sales increased to $30.8 million from $19.3 million, an increase of 60%, due
to a much higher level of fabrication activity in the most recent quarter.
Gross Margin. Gross margin (defined as total revenue less (i) rental
expense, (ii) cost of sales (exclusive of depreciation and amortization), (iii)
gain on asset sales and (iv) interest income) for the nine months ended December
31, 1998 increased $4.8 million, or 11%, to $46.9 million from gross margin of
$42.1 million for the nine months ended December 31, 1997. The increase was due
to higher utilization and the resulting operating efficiencies related to the
rental fleet, the increased capitalization of overhaul expenses of $3.3 million,
and increased fabrication activity. The rental gross margin for the nine months
ended December 31, 1998 increased $5.4 million, or 15%, to $41.6 million
compared to gross margin of $36.2 million
5
<PAGE> 7
for the nine months ended December 31, 1997 due to the aforementioned factors
regarding utilization of the rental fleet and the capitalization of overhaul
expenses.
General and Administrative Expenses. General and administrative expenses
for the nine months ended December 31, 1998 increased $4.9 million compared to
the nine months ended December 31, 1997. The increase was primarily due to the
management fee payable to Castle Harlan and increased sales and engineering
expense in the nine months ended December 31, 1998 as the Company incurred
additional sales and engineering costs necessary to manage and rent a larger
rental fleet and increased fabrication activities.
Net loss. Primarily as a result of increased interest expense of $21.4
million related to the indebtedness incurred in the Acquisition and expansion of
the rental fleet, reduced income taxes, and the factors discussed above, the
Company had a net loss of $.6 million for the nine months ended December 31,
1998 compared net income of $9.4 million for the nine months ended December 31,
1997.
LIQUIDITY AND CAPITAL RESOURCES
For the nine months ended December 31, 1998, the Company generated cash
flow from operations of $17.3 million. The Company used this cash flow together
with borrowings of $16.7 million under established lines of credit and cash on
hand of $1.8 million to expend $35.8 million on equipment for its rental
operations. During the nine months ended December 31, 1998 the Company had a
sharp increase in its fabrication activities and as a result has increased its
use of working capital for work-in-progress by $9.0 million.
The Company expects to expend approximately $66 million on capital projects
during fiscal 1999. Approximately $21 million is included for expansion of its
domestic rental fleet, $30 million is for additional expansion into
international markets, $10 million is for maintaining and updating the existing
fleet, with the balance of $5 million being for the expansion of the fabrication
shop in Houston and for new vehicles for service technicians and other capital
projects.
The Company anticipates that internally generated cash flow coupled with
availability under its established credit facilities will be sufficient to fund
domestic and international operations, capital investments, and its obligations
to its creditors. The Company's ability to borrow additional funds is limited by
its debt obligations.
IMPACT OF THE YEAR 2000
The Company has assessed its internal information and operating systems in
order to develop a comprehensive strategy to address the computer software and
hardware changes and facility upgrades that are required to remedy Year 2000
related deficiencies inherent in those systems. Generally, the Company is in the
process of installing various modifications to existing computer systems to
accommodate the problems associated with the Year 2000, and anticipates
completing Year 2000 modifications, and replacements and testing by mid-1999.
The aggregate cost of such modifications is estimated to be approximately
$100,000. The Company has evaluated its embedded technology systems in respect
of the Year 2000 problem, and believes that a failure, if any, of such systems
would not significantly impact operations.
The Company has not conducted an assessment of Year 2000-related problems
originating with third parties outside the Company's control, including the
third parties with which the Company has a material relationship. However, the
Company has no significant supplier or customer that directly interfaces with
the Company's information technology systems. There is no assurance that the
computer systems of the suppliers and customers on which the Company relies will
be converted timely and will not have a material adverse effect on the Company.
The Company believes that its most reasonably likely worst case Year 2000
scenario would include these elements: (a) one or more of the Company's third
party providers will be unable to provide the supplies expected and (b) one or
more parts of the Company's internal systems will operate incorrectly. The
Company believes that the testing and replacement of its critical systems are
minimizing the uncertainties associated with a failure of its systems, which
will reveal any significant Year 2000 problems. Such problems will be capable of
remediation so that the Company's systems will perform substantially as planned
when Year 2000
6
<PAGE> 8
processing begins. In the event of a systems failure, the Company believes it is
equipped to switch to manual processes until such failure is remedied, without
significantly impacting operations.
FORWARD LOOKING STATEMENTS
Certain statements in this report which are not historical facts, including
statements regarding the sufficiency of available cash flows to fund its
continuing operations, capital improvements and research and development, and
the expected amount of capital expenditures for the fiscal year may be regarded
as "forward looking statements" within the meaning of the Securities Litigation
Reform Act. Such forward looking statements are subject to the impact of risks
and uncertainties that could cause actual results to differ materially from
results expressed or implied in such forward looking statements. The risks and
uncertainties include, but are not limited to (1) conditions in the oil and gas
industry including the price of oil and natural gas and the demand for natural
gas, (2) competition among the various providers of contract compression
services, (3) changes in safety and environmental regulations pertaining to the
production and transportation of natural gas, and (4) changes in economic or
political conditions in the international markets in which the Company competes.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
None.
7
<PAGE> 9
PART II. OTHER INFORMATION
ITEM 5: OTHER INFORMATION.
The Voting Trust Agreement filed as Exhibit 9.1 of this form relates to
4,000 shares of the Company's Common Stock, $.01 par value and 16,000 shares of
the Company's Series A Preferred Stock, $.01 par value sold in January 1999.
ITEM 6: EXHIBITS AND REPORT ON FORM 8-K.
(a) Exhibits.
The following documents have been included as Exhibits to this form:
<TABLE>
<CAPTION>
EXHIBIT NUMBER
--------------
<C> <S>
4.1 -- First Amendment to Credit Agreement dated November 13,
1998, among Universal Compression Holdings, Inc.,
Universal Compression, Inc., Bankers Trust Company, as
agent and the lenders party thereto.
9.1 -- Voting Trust Agreement, dated December 1, 1998, among
Universal Compression Holdings, Inc., John K. Castle, as
voting trustee and certain other parties thereto.
27 -- Financial Data Schedule.
</TABLE>
(b) Reports on Form 8-K.
The Company did not file any reports on Form 8-K during the three month
period ended December 31, 1998.
8
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
UNIVERSAL COMPRESSION HOLDINGS, INC.
By: /s/ ERNIE L. DANNER
------------------------------------
Ernie L. Danner
Executive Vice President and
Chief Financial Officer
Date: February 16, 1999
9
<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER
--------------
<C> <S>
4.1 -- First Amendment to Credit Agreement dated November 13,
1998, among Universal Compression Holdings, Inc.,
Universal Compression, Inc., Bankers Trust Company, as
agent and the lenders party thereto.
9.1 -- Voting Trust Agreement, dated December 1, 1998, among
Universal Compression Holdings, Inc., John K. Castle, as
voting trustee and certain other parties thereto.
27 -- Financial Data Schedule.
</TABLE>
<PAGE> 1
EXHIBIT 4.1
FIRST AMENDMENT
FIRST AMENDMENT TO THE CREDIT AGREEMENT (this "Amendment"), dated as of November
13, 1998, among UNIVERSAL COMPRESSION HOLDINGS, INC. ("Holdings"), UNIVERSAL
COMPRESSION, INC. (the "Borrower"), various lenders party to the Credit
Agreement referred to below (the "Banks") and BANKERS TRUST COMPANY, as Agent
(the "Agent"). All capitalized terms used herein and not otherwise defined
herein shall have the respective meanings provided such terms in the Credit
Agreement referred to below.
WITNESSETH:
WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties to a Credit
Agreement, dated as of February 20, 1998 (as amended, modified or supplemented
to, but not including, the date hereof, the "Credit Agreement");
WHEREAS, Holdings and the Borrower have requested that the Banks waive certain
provisions of the Credit Agreement as herein provided and the Banks have agreed
to such waivers to the extent provided herein; and
WHEREAS, the parties hereto wish to amend the Credit Agreement as herein
provided;
NOW, THEREFORE, it is agreed:
1. Section 9.05(viii) of the Credit Agreement is hereby amended by inserting the
following provisos immediately following the reference to "Joint Venture or
Foreign Subsidiary" appearing in clause (i) thereof:
, provided that, notwithstanding the foregoing provisions of this clause (i),
the Borrower shall be permitted to guaranty (the "Uniwhale Guaranty") the
obligations of Uniwhale EU under the Uniwhale EU/ECOGAS Lease Agreement so long
as (1) each of Whale Manufacturing & Procurement, Inc. and Universal Compression
International, Inc. shall own, directly or indirectly, 50% of the economic and
voting interest of Uniwhale EU, (2) Whale Manufacturing & Procurement, Inc.
shall have executed and delivered an identical guaranty of such obligations and
such guaranty shall continue in full force and effect and (3) the liabilities
and obligations of the Borrower (including, without limitation, the performance
obligations guaranteed by the Borrower) pursuant to the Uniwhale Guaranty are
not materially altered or increased from those in effect on the First Amendment
Effective Date without the prior written consent of the Required Banks
2. Section 9.04(xii) of the Credit Agreement is hereby amended by inserting the
following new language immediately following the reference therein to
"Subsidiary Guarantors": "and the obligations of the Borrower with respect to
the Uniwhale Guaranty, in each case".
<PAGE> 2
3. Section 11 of the Credit Agreement is hereby amended by inserting the
following new defined terms in appropriate alphabetical order:
"First Amendment Effective Date" shall mean November [13], 1998.
"Uniwhale EU" shall mean Uniwhale De Colombia E.U., a Joint Venture between
Universal Compression International, Inc. and Whale Manufacturing & Procurement,
Ltd., of which each joint venture partner owns, on the First Amendment Effective
Date, a 50% voting and economic interest.
"Uniwhale EU/ECOGAS Lease Agreement" shall mean the Agreement between Uniwhale
EU and Empresa Colombiana De Gas, concerning the lease of gas compression
equipment and services, as the same may be amended from time to time in
accordance with the provisions thereof.
"Uniwhale Guaranty" shall have the meaning provided in Section 9.05.
4. Pursuant to Section 9.14 of the Credit Agreement, and subject to the
provisions of Section 9.05(viii) of the Credit Agreement and the requirements of
paragraph 9(ii) below, the Banks party hereto authorize the formation by
Holdings and its Subsidiaries of the following new Subsidiaries:
Universal Compression International, Inc., a domestic Wholly Owned subsidiary of
the Borrower;
Universal Compression International, Ltd., a Wholly Owned Subsidiary of
Universal Compression International, Inc. organized under the laws of the Cayman
Islands;
Cayman Finance, Ltd., a Wholly Owned Subsidiary of Universal Compression
International, Ltd. organized under the laws of the Cayman Islands; and
Universal Compression of Colombia, Ltd., a Wholly Owned Subsidiary of Universal
Compression International, Ltd. organized under the laws of the Cayman Islands.
In addition, the Banks hereby waive the provision of Section 9.14 requiring
prior written consent of the Required Banks solely inasmuch as such provision
relates to the formation of the new Subsidiaries described above in this
paragraph 4.
5. In order to induce the Banks to enter into this Amendment, Holdings and the
Borrower hereby represent and warrant that (i) no Default or Event of Default
exists on the First Amendment Effective Date (as defined below), after giving
effect to this Amendment, and (y) on the First Amendment Effective Date, and
after giving effect to
<PAGE> 3
this Amendment, all representations and warranties contained in the Credit
Agreement and in the other Credit Documents are true and correct in all material
respects as though such representations and warranties were made on the First
Amendment Effective Date (it being understood and agreed that any representation
or warranty which by its terms is made as of a specified date shall be required
to be true and correct in all material respects only as of such date).
6. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision (or of any provision
beyond the specific waivers granted herein with respect to such provision) of
the Credit Agreement or any other Credit Document.
7. This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of counterparts
shall be delivered to the Borrower and the Agent.
8. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW
YORK.
9. This Amendment shall become effective on the date (the "First Amendment
Effective Date") when (i) Holdings, the Borrower and the Required Banks shall
have signed a counterpart hereof (whether the same or different counterparts)
and shall have delivered (including by way of facsimile transmission) the same
to the Agent at the Notice Office and (ii) Universal Compression International,
Inc. shall have executed and delivered (x) a Subsidiaries Guaranty in the form
of Exhibit I to the Credit Agreement, (y) counterparts of the Pledge Agreement
and Security Agreement and (z) an officer's certificate, together with Exhibits
A, B and C thereto, in the form of Exhibit F to the Credit Agreement.
10. From and after the First Amendment Effective Date, all references in the
Credit Agreement and each of the other Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement as amended hereby.
* * *
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Amendment to be duly executed and delivered as of the date first above written.
UNIVERSAL COMPRESSION HOLDINGS, INC.
By: /s/ ERNIE L. DANNER
------------------------------------
Title: Exec. V.P. & C.F.O.
<PAGE> 4
UNIVERSAL COMPRESSION, INC.
By: /s/ ERNIE L. DANNER
------------------------------------
Title: Exec. V. P. & C.F.O.
BANKERS TRUST COMPANY,
Individually and as the Agent
By: /s/ MARCUS M. TARKINGTON
------------------------------------
Title: Principal
BANK OF SCOTLAND
By: /s/ ANNIE CHIN TAT
------------------------------------
Title: Senior Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ PHILLIPPE SOUSTRA
------------------------------------
Title: Senior Vice President
FIRST NATIONAL BANK OF COMMERCE
By: /s/ J. CHARLES FREEL, JR.
------------------------------------
Title: Senior Vice President
FIRST UNION NATIONAL BANK
By: /s/ ROBERT R. WETTEROFF
------------------------------------
Title: Senior Vice President
ABN AMRO BANK N.V.
By: /s/ MICHAEL A. TRIBOLET
------------------------------------
Title: Senior Vice President
By: /s/ BELINDA ROWELL
------------------------------------
Title: Assistant Vice President
<PAGE> 5
BANQUE PARIBAS
By: /s/ MARIAN LIVINGSTON
------------------------------------
Title: Vice President
By: /s/ ILLEGIBLE
------------------------------------
Title: Vice President
WELLS FARGO BANK (TEXAS)
NATIONAL ASSOCIATION
By: /s/ FRANK W. SCHAGEMAN
------------------------------------
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ RICHARD P. DEGREY
------------------------------------
Title: Vice President
SOCIETE GENERALE,
SOUTHWEST AGENCY
By: /s/ ILLEGIBLE
------------------------------------
Title: Managing Director
THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. ASHBY
------------------------------------
Title: Senior Manager Loan Operations
BANKBOSTON, N.A.
By: /s/ ILLEGIBLE
------------------------------------
Title: Vice President
<PAGE> 1
EXHIBIT 9.1
VOTING TRUST AGREEMENT
Voting Trust Agreement, dated as of December 1, 1998 (the "Agreement"), among
Universal Compression Holdings, Inc. ("Holdings"), each of the stockholders
listed on the signature pages hereto (the "Stockholders") and John K. Castle and
any successor appointed as provided in this Agreement, as Voting Trustee (the
"Voting Trustee").
Recitals
Holdings is duly organized and validly existing under the laws of the State of
Delaware, and, as of the date hereof, the Stockholders are the owners the number
of shares of the issued and outstanding Common Stock, par value $0.01 per share,
of Holdings (the "Common Stock"), and the number of shares of the issued and
outstanding Series A Preferred Stock, par value $.01 per share, of Holdings (the
"Preferred Stock") as set forth opposite such Stockholder's name on Exhibit B
hereto (the shares of Common Stock and Preferred Stock now owned of record or
beneficially or that may be so owned in the future hereafter from time to time
by the Stockholders being referred to herein collectively as "Shares").
In consideration of the premises and of the mutual undertakings of the
parties hereinafter set forth, a voting trust (the "Trust") in respect of the
Shares of Holdings owned by the Stockholders is hereby created and established,
subject to the following terms and conditions, to all and every one of which the
parties hereto expressly assent and agree.
I . DEPOSIT OF SHARES.
(a) Transfer of Shares. Each Stockholder agrees that, concurrently with
the execution and delivery of this Agreement, he, she or it will transfer and
assign, or cause to be transferred and assigned, to the Voting Trustee all of
the Shares of Holdings now owned by him, her or it and will deposit or cause to
be deposited hereunder, with the Voting Trustee, the certificates for such
Shares, all of which certificates, if not registered in the name of the Voting
Trustee, shall be duly endorsed in blank or accompanied by proper instruments of
assignment and transfer thereof duly executed in blank.
(b) All Capital Stock. The provisions of this Agreement shall apply to
any and all Shares of Holdings that (i) may be issued in respect of, in exchange
for, or in substitution of any Shares transferred to the Voting Trustee pursuant
to paragraph (a) hereof, or (ii) are hereafter acquired by any Stockholder at
any time, and each Stockholder agrees that until the termination of this
Agreement no Shares of Holdings shall be held by such Stockholder, but all such
Shares shall be deposited with the Voting Trustee in accordance with the terms
and conditions of this Agreement.
<PAGE> 2
2. VOTING TRUST CERTIFICATES.
(a) Issue of Certificates. Subject to the provisions of Section 4
hereof, the Voting Trustee shall from time to time issue to each Stockholder,
with respect to the Shares of Holdings owned by such Stockholder and so
deposited hereunder, a Voting Trust Certificate or Voting Trust Certificates,
each in the form of Exhibit A, for the number of Shares equal to that deposited
by such Stockholder, which Certificate or Certificates shall refer to the
provisions of this Agreement and be registered on the books of the Trust in such
Stockholder's name.
(b) Transfer of Certificates. Voting Trust Certificates shall, to the
extent permitted by law and the terms of this Agreement, be transferable
(subject to the limitations on transfer otherwise applicable) in the same manner
as negotiable instruments; provided, however , that ownership of such Voting
Trust Certificates shall be transferable on the books of the Trust by the
holders of record thereof only upon (i) the surrender of such Certificates,
properly endorsed by the registered holders, and (ii) delivery to the Voting
Trustee (A) by the proposed transferee, of a valid undertaking, in form and
substance satisfactory to the Voting Trustee, to become, and such transferee
becoming, bound by the terms of this Agreement, and (B) by the proposed
transferor, of an opinion of counsel or no action letter as provided in Section
4 hereof.
3. STOCKHOLDERS AGREEMENT.
(a) Limitations on Transfer. All Voting Trust Certificates issued
hereunder shall be subject to (i) the limitations on transfer and all other
terms provided, with respect to the Shares now or hereafter transferred to the
Voting Trustee hereunder, in the Stockholders Agreement dated as of the date
hereof, among Holdings and certain of its stockholders (the "Stockholders
Agreement"), a copy of which is on file with Holdings.
(b) Notices. Any notice required to be given by any Stockholder to
Holdings or others under the Stockholders Agreement with respect to the purchase
or sale of any Shares transferred hereunder shall be given to the Voting Trustee
who shall promptly transmit such notice to Holdings, and Holdings shall
thereafter give all notices required under such Stockholders Agreement to be
given to others, including the other stockholders of Holdings.
4. REGISTRATION OF CERTIFICATES.
Certificates Not Registered. The Voting Trustee will not register the
Voting Trust Certificates under the Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of any state in reliance upon
each Stockholder's representation hereby made that he, she or it will hold the
Voting Trust Certificates subject to all applicable provisions of the Securities
Act and such state laws and all applicable rules and regulations promulgated
thereunder, and will not offer, sell, transfer or otherwise dispose of said
Voting Trust Certificates or any part thereof unless (in addition to compliance
with any other applicable restrictions on transfer) he, she or it shall have
first obtained (i) an opinion of counsel, in form and substance satisfactory to
the Voting Trustee, to the effect that such disposition will not result in a
violation of any federal or
<PAGE> 3
state law applicable to the offer and sale of securities, or (ii) written advice
from the Securities and Exchange Commission that it will take no action with
respect to any such proposed disposition of said Voting Trust Certificates.
5. REPLACEMENT OF CERTIFICATES.
Issue of Replacement Certificates. In case any Voting Trust Certificate
shall be mutilated, lost, destroyed or stolen, the Voting Trustee may issue and
deliver in exchange therefor and upon cancellation of the mutilated Voting Trust
Certificate, or in lieu of the lost, destroyed or stolen Voting Trust
Certificate, a new Voting Trust Certificate or Voting Trust Certificates
representing a like number of Shares, upon the production of evidence of such
loss, destruction or theft, satisfactory to the Voting Trustee, and upon receipt
of an indemnity satisfactory to the Voting Trustee, and upon compliance also
with such other reasonable conditions as the Voting Trustee may prescribe.
6. STOCK CERTIFICATES HELD BY VOTING TRUSTEES.
(a) Surrender of Certificates. The certificates for Shares of Holdings
deposited with the Voting Trustee shall, if not registered in the name of the
Voting Trustee, be surrendered to Holdings and canceled and new certificates
therefor issued to and in the name of the Voting Trustee. Notation shall be made
on the face of all certificates issued in the name of the Voting Trustee that
they are issued pursuant to this Agreement, and such fact shall also be noted in
the records of stock ownership of Holdings.
(b) Shares Held in Trust. All Shares deposited with the Voting Trustee
hereunder shall be held in trust for the Stockholders and their respective
heirs, executors, administrators and assigns, and used and applied by the Voting
Trustee and his successors in office for the purposes of and in accordance with
this Agreement and shall remain subject to the Stockholders Agreement.
(c) Transfer of Shares. The Voting Trustee may cause any Shares at any
time held by him under this Agreement to be transferred to any name or names
other than the name of the Voting Trustee herein named, if such transfer becomes
necessary by reason of any change in the person holding the office of Voting
Trustee as hereinafter provided.
7. DIVIDENDS; STOCKHOLDERS RIGHTS.
(a) Dividends. Holdings is hereby authorized and directed, and Holdings
hereby agrees, to pay all distributions, payments in respect of redemption of
the Preferred Stock and dividends that are payable (and to which the holders of
the capital stock shall be entitled) in cash, stock (other than stock entitled
to vote in the selection of directors generally (the "Voting Stock")) or other
property directly to the registered holder of the Voting Trust Certificate
evidencing the Shares on which such distributions, redemption payments or
dividends are declared. All Voting Stock issued as dividends or otherwise in
respect of the Shares shall also be subject to this Agreement. The stock
certificates for
<PAGE> 4
such shares shall be issued in the name of and delivered to the Voting Trustee
to be held hereunder, subject to all of the provisions hereof, and the Voting
Trustee shall issue additional Voting Trust Certificates in respect of such
shares to the Stockholders entitled thereto.
(b) Distributions of Capital Stock. In case Holdings shall at any time
issue any stock or other securities to which the holders of Common Stock or
Preferred Stock shall be entitled to subscribe by way of preemptive right or
otherwise, or any Stockholder shall be otherwise entitled (including, without
limitation, pursuant to the Stockholders Agreement) to purchase any shares of
capital stock of Holdings, the Voting Trustee shall promptly give notice of such
right so to subscribe or purchase and of the terms thereof to such Stockholder
at his, her or its address registered with the Voting Trustee; and such
Stockholder upon providing the Voting Trustee with funds in the requisite
amount, shall have the right, subject to such reasonable regulations as may be
prescribed by the Voting Trustee, to instruct the Voting Trustee to subscribe
for or purchase such stock or other securities, or any part thereof, and to the
extent that such Stockholder shall fail to exercise such rights the Voting
Trustee shall be entitled, in its absolute discretion, to permit such rights so
to subscribe or purchase to lapse. Upon receiving proper instructions in
writing, the Voting Trustee shall subscribe for or purchase such stock or other
securities (but only out of funds provided by such Stockholder for the purpose)
and shall distribute the same to such Stockholder, except that any shares of
Voting Stock of Holdings, when so subscribed for or purchased and received by
the Voting Trustee, shall not be distributed but shall be held hereunder,
subject to all the provisions hereof, and the Voting Trustee shall issue new or
additional Voting Trust Certificates in appropriate form in respect of such
shares to such Stockholder.
8. ACTIONS BY VOTING TRUSTEE.
(a) Proxy. A proxy may be given to any person other than the Voting
Trustee; provided, that such proxy may be voted only in accordance with
specific instructions given by the Voting Trustee.
(b) Agents. The Voting Trustee may at any time or from time to time
appoint an agent or agents and may delegate to such agent or agents the
performance of any administrative duty of the Voting Trustee, including, without
limitation, the appointment of a domestic bank or other institution to act as
custodian of the Shares of Holdings held by it hereunder. The fees of such agent
or agents shall constitute an expense of the Voting Trustee.
9. LIABILITY OF VOTING TRUSTEE: INDEMNIFICATION.
(a) No Liability. The Voting Trustee assumes no liability as a
stockholder, his interest hereunder being that of trustee only. In voting the
stock represented by the stock certificates held by it hereunder (which he may
do either in person or by proxy as aforesaid), the Voting Trustee will vote and
act in all matters in accordance with his best good faith judgment and the terms
of this Agreement, without taking into consideration
<PAGE> 5
the preferences of the Stockholders; but he assumes no responsibility or
liability in respect of any action taken by him or taken in pursuance of his
vote so cast, and the Voting Trustee shall not incur any responsibility as
trustee or otherwise by reason of any error of fact or law, mistake of judgment,
or of any matter or thing done or suffered or omitted to be done under this
Agreement, except for his own individual gross negligence or willful misconduct.
(b) Agents. The Voting Trustee shall not be answerable for the default
or misconduct of any agent or attorney appointed by him in pursuance hereof if
such agent or attorney shall have been selected with reasonable care.
(c) Expenses. The Voting Trustee shall not be entitled to any
compensation for his services but shall be reimbursed by the Stockholders for
any reasonable expenses (other than counsel, advisors' and agents' fees) paid or
incurred in the administration of the trust hereunder.
(d) Indemnity. The Stockholders hereby jointly and severally agree that
they will at all times protect, indemnify and save harmless the Voting Trustee
from any loss, cost or expense of any kind or character whatsoever incurred in
connection with this Trust except those, if any, arising from the gross
negligence or willful misconduct of the Voting Trustee, and will at all times
themselves undertake, assume full responsibility for, and pay all costs and
expenses of any suit or litigation of any character, including any proceedings
before any governmental agency, with respect to the Shares or this Agreement
and, if the Voting Trustee shall be made a party thereto, the Stockholders will
pay all costs and expenses, including counsel fees, to which the Voting Trustee
may be subject by reason thereof The Voting Trustee may consult with counsel and
other advisors, and the opinions of such counsel and advisors shall be full and
complete authorization and protection in respect of any action taken or omitted
or suffered by the Voting Trustee hereunder in good faith and in accordance with
such opinions.
(e) Survival. Notwithstanding any other provision hereof, the
provisions of this Section 9 shall survive the termination of this Agreement.
10. VOTING DISCRETION.
(a) Voting Discretion. Except as otherwise provided herein, until the
termination of this Agreement and the actual delivery of stock certificates in
exchange for Voting Trust Certificates hereunder, the Voting Trustee shall
possess and shall be entitled in his discretion, not subject to any review, to
exercise in person or by proxy, in respect of any and all Shares at any time
deposited under this Agreement, all rights and powers of every name and nature,
including the right to vote thereon or to consent to any and every act of
Holdings, in the same manner and to the same extent as if he were the absolute
owner of such stock in his own right.
(b) Permitted Actions. Without limiting the generality of the foregoing
paragraph (a), the Voting Trustee is specifically authorized to vote for or
consent to any of the following:
<PAGE> 6
(a) (i) an increase or decrease in the authorized capital of Holdings,
(ii) the creation or authorization of any class of capital stock of Holdings,
(iii) the issuance or sale of any shares of capital stock or rights to acquire
capital stock of Holdings or any subsidiary of Holdings (by conversion, exercise
of a warrant or option or otherwise);
(b) any amendment of the certificate of incorporation or by laws of
Holdings;
(c) the incurrence of any indebtedness for borrowed money;
(d) the appointment, election, termination or removal of any officer or
director of Holdings;
(e) the declaration or payment of any dividend or other distribution to
the stockholders of Holdings;
(f) (i) entering into any transaction of merger, consolidation or
amalgamation, or liquidation, winding up or dissolution, (ii) the conveyance,
sale, lease, transfer or other disposition of, in a transaction or related
series of transactions, substantially all of Holdings' or any of its
subsidiaries' property, business or assets, (iii) acquisition by purchase or
otherwise of all of the capital stock or other evidences of beneficial ownership
of Holdings or any of its subsidiaries, or (iv) any recapitalization or similar
restructuring transaction;
(g) the acquisition, directly or indirectly, of a significant amount of
assets other than in the ordinary course of business;
(h) the sale or disposition of, directly or indirectly, a significant
amount of assets other than in the ordinary course of business;
(i) adoption of any stock option plan for employees or any material
changes in any such stock option plan or any other executive compensation plan
of Holdings or any of its subsidiaries;
(j) any change in the annual compensation of any officer of Holdings;
(k) any other extraordinary transaction, including any transaction that
changes or would change the nature of the business of Holdings or its
subsidiaries; and
(1) any other proposal to be voted on or consented to by stockholders
of Holdings;
11. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS.
<PAGE> 7
Each Stockholder hereby represents and warrants to the Voting Trustee
as follows:
(a) Authority Relative to This Agreement. Such Stockholder has all
requisite power and authority to enter into this Agreement and to perform its
obligations hereunder. This Agreement has been duly authorized, executed and
delivered by such Stockholder and, assuming this Agreement constitutes a valid
and binding obligation of the other parties hereto, constitutes a legal, valid
and binding obligation of such Stockholder, enforceable against such Stockholder
in accordance with its terms, except to the extent that the enforceability
thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or similar laws from time to time in
effect affecting generally the enforcement of creditors' rights and remedies;
and (ii) general principles of equity, including, without limitation, principles
of reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in equity or at law).
(b) No Conflict. (i) The execution and delivery of this Agreement by
such Stockholder and performance of its obligations hereunder do not (A)
conflict with or violate any laws applicable to such Stockholder or by which the
Shares held by such Stockholder are bound or affected or (B) result in any
breach of or constitute a default (or an event that with notice or lapse of time
or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of a lien or encumbrance on any of the Shares held by such Stockholder
pursuant to, any note, bond, mortgage, indenture, contract, lease, license,
permit, franchise or other instrument or obligation to which such Stockholder is
a party or by which such Stockholder or the Shares held by such Stockholder are
bound or affected.
(ii) The execution and delivery of this Agreement by such
Stockholder do not, and the performance of this Agreement by such Stockholder
will not, require any consent, authorization or approval or other action by, or
notice to or filing with, any governmental authority or other person.
(c) Title to the Shares. As of the date hereof, each Stockholder is the
record and beneficial owner of the number of shares of Common Stock and the
number of shares of Preferred Stock as set forth opposite such Stockholder's
name on Exhibit B hereto free and clear of all security interests, liens,
claims, pledges, options, rights of first refusal, contracts, limitations on
such Stockholder's voting rights, charges and other encumbrances of any nature
whatsoever. Except as provided in this Agreement, such Stockholder has not
appointed or granted (and will not, after the date hereof, appoint or grant) any
proxy, which appointment or grant is still effective, with respect to the shares
set forth opposite such Stockholder's name on Exhibit B hereto.
12. TERMINATION OF THIS AGREEMENT.
(a) Term. Unless terminated sooner pursuant to Section 12(b) hereof,
this Agreement shall continue in effect for the maximum period permitted by
applicable law as in effect on the date hereof.
<PAGE> 8
(b) Termination. This Agreement shall terminate with respect to any
Shares of Holdings sold, transferred or disposed of by any Stockholder as
provided in and subject to compliance with the terms and conditions of the
Stockholders Agreement.
(c) Irrevocable. Subject to the foregoing Section 12 (b), during the
term of this Agreement the Trust hereby created shall be irrevocable and no
Shares of Holdings held by the Voting Trustee pursuant to the terms of this
Agreement shall be transferred to or upon the order of the holder of a Voting
Trust Certificate evidencing the beneficial ownership thereof prior to the
termination of this Agreement.
13. DELIVERY OF STOCK CERTIFICATES UPON TERMINATION OF THIS AGREEMENT.
(a) Stock Certificates. Upon termination of this Agreement, the Voting
Trustee, in exchange for and upon surrender of any Voting Trust Certificates
then outstanding, shall, in accordance with the terms hereof, deliver
certificates for capital stock of Holdings of the series or class and in the
amount called for by such Voting Trust Certificate and either registered in the
name of the holder thereof or duly endorsed in blank or accompanied by proper
instruments of assignment and transfer thereof duly executed in blank to the
holder thereof, and the Voting Trustee may require the holder of such Voting
Trust Certificate to surrender the same for such exchange.
(b) Obligations of Trustee. After any termination of this Agreement as
above provided with respect to all Shares, and delivery by the Voting Trustee of
any stock or other property then held hereunder in exchange for outstanding
Voting Trust Certificates as provided in this Section 13, all further
obligations or duties of the Voting Trustee under this Agreement or any
provision hereof shall cease.
14. RESIGNATION; SUCCESSOR TRUSTEE.
The Voting Trustee may resign at any time by providing Holdings and
each Stockholder with written notice to such effect 30 days prior to the
effective date of such resignation. If for any reason John K. Castle shall cease
to serve as Voting Trustee hereunder, his immediate successor in such capacity
shall be Leonard M. Harlan; provided that (i) the person serving as Voting
Trustee may at any time, and from time to time, replace or designate the
successor to such Voting Trustee and (ii) each such successor shall be an
officer of Castle Harlan, Inc. or an officer of Castle Harlan Partners III GP,
Inc. Each such successive designated person shall, upon assuming the duties
hereunder upon a vacancy occurring in the office of Voting Trustee, be the
Voting Trustee.
15. INTERESTS ALLOWED AS VOTING TRUSTEE.
<PAGE> 9
The Voting Trustee may be a creditor or stockholder of Holdings and may
act as a director, officer or employee of, or consultant or advisor to, Holdings
and receive compensation therefor. In addition, the Voting Trustee and any firm
of which he may be a member, and any of his affiliates, may contract with
Holdings or have a pecuniary interest in any matter or transaction to which
Holdings may be a party, or in which Holdings may be in any way concerned.
16. EFFECT OF AGREEMENT UPON REPRESENTATIVES. SUCCESSORS AND ASSIGNS.
This Agreement shall inure to the benefit of and be binding upon the
Voting Trustee and each Stockholder and their respective legal representatives,
successors and assigns.
17. MISCELLANEOUS.
(a) Deliver to Stockholders. The Voting Trustee shall deliver to each
Stockholder all information received by the Voting Trustee from Holdings or from
other stockholders of Holdings.
(b) Assignment; Binding Effect. Except as otherwise provided in this
Agreement, no right under this Agreement shall be assignable and any attempted
assignment in violation of this provision shall be void. This Agreement, and the
rights and obligations of the parties hereunder, shall be binding upon and inure
to the benefit of any and all successors, permitted assigns, personal
representatives and all other legal representatives, in whatsoever capacity, by
operation of law or otherwise, of the parties hereto, in each case with the same
force and effect as if the foregoing persons were named herein as parties
hereto..
(c) Notices. All notices to be given to the owners of Voting Trust
Certificates shall be given by mailing the same in a sealed postpaid envelope to
the registered owners of Voting Trust Certificates addressed to their respective
addresses as shown on the books of the Trust, and any notice whatsoever when
mailed by or on behalf of the Voting Trustee to such registered owners of Voting
Trust Certificates as herein provided shall have the same effect as though
personally served on all holders of Voting Trust Certificates. All notices to be
given to the Voting Trustee shall be given by serving a copy thereof upon him
personally or by mailing the same in a sealed postpaid envelope addressed to him
at his address set forth below or to such other address as he shall from time to
time in writing designate.
(c) Filing of Agreement. Until the termination of this Agreement, one
original counterpart hereof shall be filed at each of (i) the principal office
of Holdings and (ii) the registered office of Holdings in the State of Delaware,
and each such counterpart shall be open to the inspection of any holder of any
Voting Trust Certificate or any stockholder of Holdings daily during business
hours.
<PAGE> 10
(d) Amendment. If at any time it is deemed advisable for the parties
hereto to amend or revoke this Agreement, it may be amended or revoked by an
agreement executed by the Voting Trustee, Holdings and the holder or holders of
all of the Voting Trust Certificates.
(e) Acknowledgment of Obligations. The Voting Trustee accepts the trust
created hereby subject to all the terms and conditions herein contained and
agrees that he will exercise the powers and perform the duties of Voting Trustee
as set forth herein according to his best judgment.
(f) Applicable Law; Consent to Jurisdiction. This 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. The parties hereto hereby agree
that all actions or proceedings arising directly or indirectly from or in
connection with this 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 Agreement (and service so made shall be deemed complete five
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.
(g) Entire Agreement; Amendments and Waivers. This Agreement sets forth
the entire understanding of the parties with respect to the subject matter
hereof. The failure of any party to seek redress for the violation of or to
insist upon the strict performance of any term of this Agreement shall not
constitute a waiver of such term and such party shall be entitled to enforce
such term without regard to such forbearance. This Agreement may be amended only
by the written consent of each party hereto, and each party hereto may take any
action herein prohibited or omit to take action herein required to be performed
by it, and any breach of or compliance with any covenant, agreement, warranty or
representation may be waived only by the written waiver of the party against
whom such action or inaction may negatively affect, but, in any case, such
consent or waiver shall only be effective in the specific instance and for the
specific purpose for which given.
(h) 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.
(i) 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
<PAGE> 11
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.
(j) 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.
(k) Specific Performance. Each of the parties hereto acknowledges and
agrees that in the event of any breach of this Agreement, the non breaching
party 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.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.
UNIVERSAL COMPRESSION HOLDINGS,
VOTING TRUSTEE: INC.
/s/ JOHN K. CASTLE By: /s/ ERNIE L. DANNER
- ----------------------- ----------------------------
John K. Castle Name: Ernie L. Danner
c/o Castle Harlan, Inc. Title: Executive Vice President, Chief
37th Floor Financial Officer, Secretary and Director
150 East 58th Street
New York, New York 10155
STOCKHOLDERS
/s/ JOHN PETER LABORDE
- ------------------------
JOHN PETER LABORDE
/s/ JOHN TRACY LABORDE
- ------------------------
JOHN TRACY LABORDE
<PAGE> 12
/s/ CLIFFE FLOYD LABORDE
- -------------------------
CLIFFE FLOYD LABORDE
/s/ GARY LEE LABORDE
- -------------------------
GARY LEE LABORDE
/s/ JOHN PETER LABORDE, JR.
- -----------------------------
JOHN PETER LABORDE, JR.
/s/ MARY ADRIENNE LABORDE PARSONS
- ----------------------------------
MARY ADRIENNE LABORDE PARSONS
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<PERIOD-START> APR-01-1998
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0
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