AMENDED & RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
UCO GENERAL PARTNER, LP
A Delaware Limited Partnership
Dated as of
October 20, 2006
AMENDED AND RESTATED AGREEMENT
OF
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.
WHEREAS, the
General Partner and Universal Compression, Inc. (“ UCI
”) organized the Partnership as a Delaware limited
partnership pursuant to an Agreement of Limited Partnership of the
Partnership dated as of June 16, 2006 (the “ Original
Agreement ”);
WHEREAS, on the
date hereof, UCI contributed its interest in the Partnership to the
Substituted Limited Partner as a capital contribution pursuant to
the Contribution Agreement; and
WHEREAS, the
General Partner and the Substituted Limited Partner now desire to
amend and restate the Original Agreement as provided herein to
reflect the reorganization of the ownership of the
Partnership.
NOW, THEREFORE,
the General Partner and the Substituted Limited Partner do hereby
amend and restate the Original Agreement to provide in its entirety
as follows:
The following
definitions shall for all purposes, unless otherwise clearly
indicated to the contrary, apply to the terms used in this
Agreement.
“
Affiliate ” has the meaning set forth in the MLP
Agreement.
“
Certificate of Limited Partnership ” means the
Certificate of Limited Partnership filed with the Secretary of
State of the State of Delaware as described in the first sentence
of Section 2.5 as amended or restated from time to
time.
“
Contribution Agreement ” has the meaning set forth in
the First Amended and Restated Agreement of Limited Partnership of
the MLP.
“
Delaware Act ” means the Delaware revised Uniform
Limited Partnership Act, as amended from time to time, and any
successor to such act.
“ General
Partner ” means UCO GP, LLC, a Delaware limited liability
company.
“ Limited
Partner ” means the Substituted Limited Partner and any
other limited partner admitted to the Partnership from time to
time.
“
Indemnitee ” means (a) the General Partner,
(b) any Person who is or was an Affiliate of the General
Partner (other than the MLP and its Subsidiaries), (c) any
Person who is or was a member, partner, director, officer,
fiduciary or trustee of the General Partner or any Affiliate of the
General Partner, (d) any Person who is or was serving at the
request of the General Partner or any Affiliate of the General
Partner as an officer, director, member, partner, fiduciary or
trustee of another Person, provided that that Person shall not be
an Indemnitee by reason of providing, on a fee-for-services basis,
trustee, fiduciary or custodial services, and (e) any Person
the General Partner designates as an “Indemnitee” for
purposes of this Agreement.
“ MLP
” means Universal Compression Partners, L.P., a Delaware
limited partnership.
“ MLP
Agreement ” means the First Amended and Restated
Agreement of Limited Partnership of the MLP.
“
Partner ” means the General Partner or any Limited
Partner.
“
Partnership ” means UCO General Partner, LP, a
Delaware limited partnership.
“
Percentage Interest ” means, with respect to any
Partner, the percentage of cash contributed by such Partner to the
Partnership as a percentage of all cash contributed by all the
Partners to the Partnership.
“
Person ” has the meaning set forth in the MLP
Agreement.
“
Subsidiary ” has the meaning set forth in the MLP
Agreement.
“
Substituted Limited Partner ” means UCI GP LP LLC, a
Delaware limited liability company.
2.1
Formation . The Partnership was previously formed as a
limited partnership pursuant to the provisions of the Delaware Act
and the General Partner and the Substituted Limited Partner hereby
amend and restate the original Agreement of Limited Partnership of
UCO General Partner, LP effective on the date of this Agreement.
The General Partner and the Substituted Limited Partner hereby
enter into this Agreement to set forth the rights and obligations
of the Partnership and certain matters related thereto. Except as
expressly provided herein to the contrary, the rights and
obligations of the Partners and the administration, dissolution and
termination of the Partnership shall be governed by the Delaware
Act.
2.2 Name .
The name of the Partnership shall be, and the business of the
Partnership shall be conducted under the name of, “UCO
General Partner, LP”.
2
2.3 Principal
Office; Registered Office .
(a) The
principal office of the Partnership shall be at 4444 Brittmoore
Road, Houston, Texas 77041 or such other place as the General
Partner may from time to time designate.
(b) The
address of the Partnership’s registered office in the State
of Delaware shall be the Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801, and the name of the
Partnership’s registered agent for service of process at such
address shall be the Corporation Trust Center.
2.4 Term .
The Partnership shall continue in existence until an election to
dissolve the Partnership by the General Partner.
2.5
Organizational Certificate . A Certificate of Limited
Partnership of the Partnership has been filed by the General
Partner with the Secretary of State of the State of Delaware as
required by the Delaware Act. The General Partner shall cause to be
filed such other certificates or documents as may be required for
the formation, operation and qualification of a limited partnership
in the State of Delaware and any state in which the Partnership may
elect to do business. The General Partner shall thereafter file any
necessary amendments to the Certificate of Limited Partnership and
any such other certificates and documents and do all things
requisite to the maintenance of the Partnership as a limited
partnership (or as a partnership in which the Limited Partners have
limited liability) under the laws of Delaware and any state or
jurisdiction in which the Partnership may elect to do
business.
2.6 Partnership
Interests . Effective as of the date hereof and pursuant to the
terms of the Contribution Agreement, the General Partner shall have
a 0.001% Percentage Interest (the “ GP Interest
”) and the Substituted Limited Partner shall have a 99.999%
Percentage Interest (the “ LP Interest
”).
2.7
Certificates . The Partnership shall deliver certificates
representing the GP Interest and the LP Interest to which the
General Partner and Substituted Limited Partners shall be entitled.
Certificates representing the GP Interest and the LP Interest shall
be in such form as shall be approved and adopted by the General
Partner and shall be numbered consecutively and entered in the
records of the Partnership as they are issued. Each certificate
shall state on the face thereof that the Partnership is organized
under the laws of the State of Delaware and the Percentage Interest
represented thereby. Certificates shall be signed by an officer of
the General Partner and the signature of such officer may be a
facsimile. Certificates representing the General Partner Interest
or the Limited Partner Interest shall be transferable only on the
records of the Partnership by the holder thereof in person or by
his duly authorized attorney. The certificated GP Interest and LP
Interest in the Partnership described herein are governed by
Article 8 of the Uniform Commercial Code, as adopted by the
State of Delaware.
3
The purpose and
business of the Partnership shall be to (i) act as the general
partner of the MLP (and acquire, hold and dispose of partnership
interests and related rights in the MLP in connection with such
purpose) and only undertake activities that are ancillary or
related thereto and (ii), in connection with acting in such
capacity, carry on any lawful business or activity permitted by the
Act.
UCI contributed to
the Partnership $999.99 in cash and the General Partner
contrib
|
