UNIVERSAL COMPRESSION PARTNERS,
L.P.
(a Delaware limited
partnership)
UNIVERSAL COMPRESSION PARTNERS,
L.P.
(a Delaware limited
partnership)
Merrill Lynch,
Pierce, Fenner & Smith
Incorporated
Lehman Brothers Inc.
as Representatives of the several Underwriters
c/o Merrill Lynch,
Pierce, Fenner & Smith
Incorporated
4 World Financial Center
New York, New York 10080
Universal
Compression Partners, L.P., a Delaware limited partnership (the
“ Partnership ”), UCO General Partner, LP, a
Delaware limited partnership and the general partner of the
Partnership (the “ General Partner ”), UCO GP,
LLC, a Delaware limited liability company and the general partner
of the General Partner (“ GP LLC ”), and
Universal Compression Holdings, Inc., a Delaware corporation
(“ Holdings ”) (collectively, the “
Universal Parties ”), confirm their respective
agreement with Merrill Lynch, Pierce, Fenner & Smith
Incorporated (“ Merrill Lynch ”), Lehman
Brothers Inc. (“ Lehman Brothers ”) and each of
the other Underwriters named in Schedule A hereto
(collectively, the “ Underwriters ,” which term
shall also include any underwriter substituted as hereinafter
provided in Section 10 hereof), for whom Merrill Lynch and
Lehman Brothers are acting as representatives (in such capacity,
the “ Representatives ”), with respect to
(i) the sale by the Partnership and the purchase by the
Underwriters, acting severally and not jointly, of limited partner
interests of the Partnership (the “ Common Units
”) set forth in Schedules A and B hereto and (ii) the
grant by the Partnership to the Underwriters, acting severally and
not jointly, of the option described in Section 2(b) hereof to
purchase all or any part of 825,000 additional Common Units to
cover overallotments, if any. The aforesaid 5,500,000 Common Units
(the “ Initial Units ”) to be purchased by the
Underwriters and all or any part of the 825,000 Common Units
subject to the option described in Section 2(b) hereof (the “
Option Units ”) are hereinafter called, collectively,
the “ Units .”
The Universal
Parties understand that the Underwriters propose to make a public
offering of the Units as soon as the Representatives deem advisable
after this Agreement has been executed and delivered.
It is understood
and agreed by all parties that the Partnership was formed by
Holdings to provide natural gas compression services to customers
throughout the United States. At each Date of Delivery (as defined
Section 2(b) below), the Partnership will operate its
business
through UC
Operating Partnership, L.P., a Delaware limited partnership
(“ OLP ”), as described more fully in the
Prospectus (as defined below). OLP will be the sole limited partner
in UCLP Leasing, L.P., a Delaware limited partnership (“
Leasing LP ”), and the sole member of UCLP Leasing GP
LLC, a Delaware limited liability company and the general partner
of Leasing LP (“ Leasing GP ”). UCLP OLP GP LLC,
a Delaware limited liability company (“ OLP GP
”), will be the general partner of OLP. The Partnership will
be the sole member of OLP GP and the sole limited partner of the
OLP. The Partnership, OLP GP, OLP, Leasing GP and Leasing LP and
all other Partnership subsidiaries are hereinafter referred to as
the “ Partnership Entities .”
On or prior to the
date hereof, OLP, as borrower, and the Partnership, as Guarantor,
will enter into a Senior Secured Credit Agreement with Wachovia
Bank, National Association, and other lenders (the “ UCLP
Credit Agreement ”) pursuant to which OLP will borrow
$125 million on the initial Date of Delivery. On or prior the
date hereof, UCI and Holdings, as Co-U.S. borrowers and guarantors,
and Universal Compression Canada, Limited Partnership and UC
Canadian Partnership Holdings Company, as Co-Canadian borrowers,
will enter into a Senior Secured Credit Agreement with Wachovia
Bank, National Association, and other lenders (the “ UCI
Credit Agreement ”).
On or prior to the
initial Date of Delivery, the parties thereto will enter into a
Contribution, Conveyance and Assumption Agreement (the “
Contribution Agreement ”). The transactions to be
effected pursuant to the terms of the Contribution Agreement,
including without limitation the public offering of the Initial
Units contemplated hereby (the “ Offering ”),
are referred to as the “ Transactions .” In
connection with the Transactions, the parties to the Transactions
entered or will enter into various bills of sale, assignments,
conveyances, contribution agreements and related documents
(collectively with the Contribution Agreement, the “
Contribution Documents ”) pursuant to which Holdings
and its subsidiaries will convey a portion of their domestic
contract compression business (the “ Transferred
Business ”) to OLP and Leasing LP in exchange for 825,000
Common Units, 6,325,000 Subordinated Units in the Partnership,
258,163 General Partner Units in the Partnership and the Incentive
Distribution Rights in the Partnership and the assumption by OLP of
$228.4 million of debt from Holdings and its
Subsidiaries.
In addition, on or
prior to the initial Date of Delivery, the parties thereto will
enter into an omnibus agreement (the “ Omnibus
Agreement ”), which will set forth certain agreements
concerning competition among the parties, the provision of
administrative services to the Partnership, the sale to the
Partnership of compression equipment newly fabricated by Holdings
and the transfer between the Partnership and Holdings of idle
compression equipment.
The Contribution
Documents, the Omnibus Agreement and the UCLP Credit Agreement
shall be collectively referred to as the “ Transaction
Documents ”. The Partnership Entities, GP LLC, the
General Partner, Holdings, Universal Compression, Inc., a Texas
corporation (“ UCI ”), UCO Compression 2005 LLC,
a Delaware limited liability company (“ UCO ”),
UCI GP LP LLC, a Delaware limited liability company and the sole
limited partner of the General Partner (“ LP LLC
”) and UCI MLP LP LLC, a Delaware limited liability company
(“ MLP LP LLC ”), shall be collectively referred
to as the “ Universal Entities .”
2
The Universal
Parties and the Underwriters agree that up to 316,250 Units to be
purchased by the Underwriters (the “ Reserved Units
”) shall be reserved for sale by the Underwriters to certain
eligible employees and persons having business relationships with
the Partnership (the “ Invitees ”), as part of
the distribution of the Units by the Underwriters, subject to the
terms of this Agreement, the applicable rules, regulations and
interpretations of the National Association of Securities Dealers,
Inc. (the “ NASD ”) and all other applicable
laws, rules and regulations. To the extent that such Reserved Units
are not orally confirmed for purchase by Invitees by the end of the
first business day after the date of this Agreement, such Reserved
Units may be offered to the public as part of the
Offering.
The Partnership
has filed with the Securities and Exchange Commission (the “
Commission ”) a registration statement on
Form S-1 (No. 333-135351), including the related
preliminary prospectus or prospectuses, covering the registration
of the Units under the Securities Act of 1933, as amended (the
“ 1933 Act ”). Promptly after execution and
delivery of this Agreement, the Partnership will prepare and file a
prospectus in accordance with the provisions of Rule 430A
(“ Rule 430A ”) of the rules and
regulations of the Commission under the 1933 Act (the “
1933 Act Regulations ”) and paragraph (b) of
Rule 424 (“ Rule 424(b) ”) of the 1933
Act Regulations. The information included in such prospectus that
was omitted from such registration statement at the time it became
effective but that is deemed to be part of such registration
statement at the time it became effective pursuant to paragraph
(b) of Rule 430A is referred to as “
Rule 430A Information .” Each prospectus used
before such registration statement became effective, and any
prospectus that omitted the Rule 430A Information, that was used
after such effectiveness and prior to the execution and delivery of
this Agreement, is herein called a “ preliminary
prospectus .” Such registration statement, including the
amendments thereto, the exhibits and any schedules thereto, at the
time it became effective, and including the Rule 430A
Information, is herein called the “ Registration
Statement .” Any registration statement filed pursuant to
Rule 462(b) of the 1933 Act Regulations is herein referred to as
the “ Rule 462(b) Registration Statement ,”
and after such filing the term “Registration Statement”
shall include the Rule 462(b) Registration Statement. The final
prospectus in the form first furnished to the Underwriters for use
in connection with the offering of the Units is herein called the
“ Prospectus .” For purposes of this Agreement,
all references to the Registration Statement, any preliminary
prospectus, the Prospectus or any amendment or supplement to any of
the foregoing shall be deemed to include the copy filed with the
Commission pursuant to its Electronic Data Gathering, Analysis and
Retrieval system (“ EDGAR ”).
SECTION 1.
Representations and Warranties.
(a)
Representations and Warranties by the Universal Parties .
Each of the Universal Parties represents and warrants to each
Underwriter as of the date hereof, the Applicable Time referred to
in Section 1(a)(i) hereof, as of the Closing Time referred to
in Section 2(c) hereof, and as of each Date of Delivery (if any)
referred to in Section 2(b) hereof, and agrees with each
Underwriter, as follows:
(i) Compliance
with Registration Requirements . Each of the Registration
Statement, any Rule 462(b) Registration Statement and any
post-effective amendment thereto has become effective under the
1933 Act and no stop order suspending the
3
effectiveness
of the Registration Statement, any Rule 462(b) Registration
Statement or any post-effective amendment thereto has been issued
under the 1933 Act and no proceedings for that purpose have been
instituted or are pending or, to the knowledge of the Universal
Parties, are contemplated by the Commission, and any request on the
part of the Commission for additional information has been complied
with.
At the respective
times the Registration Statement, any Rule 462(b) Registration
Statement and any post-effective amendments thereto became
effective and at the Closing Time (and, if any Option Units are
purchased, at the Date of Delivery), the Registration Statement,
the Rule 462(b) Registration Statement and any amendments and
supplements thereto complied and will comply in all material
respects with the requirements of the 1933 Act and the 1933 Act
Regulations and did not and will not contain an untrue statement of
a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading, and the Prospectus, any preliminary prospectus and any
supplement thereto or prospectus wrapper prepared in connection
therewith, at their respective times of issuance and at the Closing
Time, complied and will comply in all material respects with any
applicable laws or regulations of foreign jurisdictions in which
the Prospectus and such preliminary prospectus, as amended or
supplemented, if applicable, are distributed in connection with the
offer and sale of Reserved Units. Neither the Prospectus nor any
amendments or supplements thereto (including any prospectus
wrapper), at the time the Prospectus or any such amendment or
supplement was issued and at the Closing Time (and, if any Option
Units are purchased, at the Date of Delivery), included or will
include an untrue statement of a material fact or omitted or will
omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading.
As of the
Applicable Time (as defined below), each of the statements made by
the Partnership in the most recent preliminary prospectus, and to
be made in the Prospectus and any further amendments or supplements
to the Registration Statement or Prospectus within the coverage of
Rule 175(b) of the rules and regulations of the 1933 Act, including
any projections of results of operations or statements with respect
to future available cash or future cash distributions of the
Partnership or the anticipated ratio of taxable income to
distributions, was made or will be made with a reasonable basis and
in good faith.
As of the
Applicable Time, neither (x) the Issuer General Use Free
Writing Prospectus(es) (as defined below) issued at or prior to the
Applicable Time and the Statutory Prospectus (as defined below) as
of the Applicable Time and the information included on
Schedule C hereto, all considered together (collectively, the
“ General Disclosure Package ”), nor
(y) any individual Issuer Limited Use Free Writing Prospectus,
when considered together with the General Disclosure Package,
included any untrue statement of a material fact or omitted to
state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading.
As used in this
subsection and elsewhere in this Agreement:
4
“
Applicable Time ” means 7:00 am (Eastern time) on
October 17, 2006 or such other time as agreed by the Universal
Parties, Merrill Lynch and Lehman Brothers.
“
Statutory Prospectus ” as of any time means the
prospectus relating to the Units that is included in the
Registration Statement immediately prior to that time.
“ Issuer
Free Writing Prospectus ” means any “issuer free
writing prospectus,” as defined in Rule 433 of the 1933
Act Regulations (“ Rule 433 ”), relating to
the Units that (i) is required to be filed with the Commission
by the Partnership, (ii) is a “road show that is a
written communication” within the meaning of
Rule 433(d)(8)(i) whether or not required to be filed with the
Commission or (iii) is exempt from filing pursuant to
Rule 433(d)(5)(i) because it contains a description of the
Units or of the offering that does not reflect the final terms, in
each case in the form filed or required to be filed with the
Commission or, if not required to be filed, in the form retained in
the Partnership’s records pursuant to
Rule 433(g).
“ Issuer
General Use Free Writing Prospectus ” means any Issuer
Free Writing Prospectus that is intended for general distribution
to prospective investors (other than a Bona Fide Electronic Road
Show (as defined below)), as evidenced by its being specified in
Schedule E hereto.
“ Issuer
Limited Use Free Writing Prospectus ” means any Issuer
Free Writing Prospectus that is not an Issuer General Use Free
Writing Prospectus.
The Partnership
has made available a “ bona fide electronic road
show,” as defined in Rule 433, in compliance with
Rule 433(d)(8)(ii) (the “ Bona Fide Electronic Road
Show ”) such that no filing of any “road
show” (as defined in Rule 433(h)) is required in
connection with the offering of the Units.
Each Issuer Free
Writing Prospectus, as of its issue date and at all subsequent
times through the completion of the Offering or until any earlier
date that the Partnership notified or notifies Merrill Lynch, did
not, does not and will not include any information that conflicted,
conflicts or will conflict with the information contained in the
Registration Statement or the Prospectus, and any preliminary or
other prospectus deemed to be a part thereof that has not been
superseded or modified.
The
representations and warranties in this subsection shall not apply
to statements in or omissions from the Registration Statement, the
Prospectus or any Issuer Free Writing Prospectus made in reliance
upon and in conformity with written information furnished to the
Partnership by any Underwriter through Merrill Lynch expressly for
use therein.
The Prospectus
delivered to the Underwriters for use in connection with this
offering was identical to the electronically transmitted copies
thereof filed with the Commission pursuant to EDGAR, except to the
extent permitted by Regulation S-T.
At the time of
filing the Registration Statement, any 462(b) Registration
Statement and any post-effective amendments thereto, at the
earliest time thereafter that
5
the Partnership
or another offering participant made a bona fide offer
(within the meaning of Rule 164(h)(2) of the 1933 Act
Regulations) of the Units and at the date hereof, the Partnership
was not and is not an “ineligible issuer,” as defined
in Rule 405 of the 1933 Act Regulations.
(ii)
Independent Accountants . The accountants who certified the
historical financial statements and supporting schedules included
in the Registration Statement are independent public accountants as
required by the 1933 Act and the 1933 Act Regulations.
(iii) Financial
Statements . The historical financial statements included in
the Registration Statement, the General Disclosure Package and the
Prospectus, together with the related schedules and notes, comply
as to form in all material respects with the requirements of
Regulation S-X under the 1933 Act and fairly present in all
material respects the financial condition, results of operations,
cash flows and partners’ capital/net parent equity, as
applicable, of the domestic contract compression segment of
Holdings, the Partnership and the General Partner at the dates and
for the periods specified and have been prepared in conformity with
generally accepted accounting principles (“ GAAP
”) applied on a consistent basis throughout the periods
involved. The supporting schedules, if any, present fairly in all
material respects in accordance with GAAP the information required
to be stated therein. The selected financial data and the summary
financial information included in the Prospectus present fairly in
all material respects the information shown therein and have been
compiled on a basis consistent with that of the audited and
unaudited historical financial statements included in the
Registration Statement. The pro forma financial statements and the
related notes thereto included in the Registration Statement, the
General Disclosure Package and the Prospectus present fairly in all
material respects the information shown therein, have been prepared
in accordance with the Commission’s rules and guidelines with
respect to pro forma financial statements and have been properly
compiled on the bases described therein, and the assumptions used
in the preparation thereof are reasonable and the adjustments used
therein are appropriate to give effect to the transactions and
circumstances referred to therein. All disclosures contained in the
Registration Statement, the General Disclosure Package or the
Prospectus regarding “non-GAAP financial measures” (as
such term is defined by the rules and regulations of the
Commission) comply with Item 10 of Regulation S-K of the
1933 Act, to the extent applicable.
(iv) No
Material Adverse Change in Business . Since the respective
dates as of which information is given in the Registration
Statement, the General Disclosure Package or the Prospectus, except
as otherwise stated therein, there has been no material adverse
change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Universal
Entities, whether or not arising in the ordinary course of
business, that would reasonably be expected to have a material
adverse effect on the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Partnership
Entities, considered as one enterprise (a “ Material
Adverse Effect ”).
(v) Formation
and Qualification . Each of the Universal Entities has been
duly formed or incorporated, as applicable, and is validly existing
as a limited partnership,
6
limited
liability company or corporation, as applicable, and is in good
standing under the laws of its jurisdiction of formation or
incorporation and has full partnership, limited liability company
or corporate power and authority necessary to enter into and
perform its obligations under the Transaction Documents to which it
is a party, to own, lease and operate the properties included in
the Transferred Business that it owns, leases or operates and to
conduct the Transferred Business as described in the Prospectus and
to enter into and perform its obligations under this Agreement, in
each case in all material respects as described in this Agreement
(to the extent applicable). Each of the Partnership Entities is
duly qualified to transact business and is in good standing as a
foreign limited partnership, foreign limited liability company or
foreign corporation in each other jurisdiction in which such
qualification is required for the conduct of the Transferred
Business, except where the failure so to qualify or to be in good
standing would not result in a Material Adverse Effect or subject
the limited partners of the Partnership to any material liability
or disability.
(vi) Power and
Authority to Act as a General Partner . The General Partner
has, and as of each Date of Delivery will have, full power and
authority to act as general partner of the Partnership in all
material respects as described in the Registration Statement, the
General Disclosure Package and Prospectus. OLP GP has, and as of
each Date of Delivery will have, full power and authority to act as
general partner of OLP in all material respects as described in the
Registration Statement, the General Disclosure Package and the
Prospectus.
(vii) Ownership
of UCI . At each Date of Delivery, Holdings will own all of the
issued and outstanding capital stock of UCI. Such capital stock
will have been duly authorized and validly issued and will be fully
paid and nonassessable; and Holdings will own such capital stock
free and clear of all liens, encumbrances, security interests,
charges or other claims (“ Liens ”), other than
those arising under the UCI Credit Agreement.
(viii)
Ownership of LP LLC, GP LLC and MLP LP LLC . At each Date of
Delivery, UCI will own all of the issued and outstanding membership
interests of LP LLC, GP LLC and MLP LP LLC; such membership
interests will have been duly authorized and validly issued in
accordance with the limited liability company agreements of LP LLC
(the “ LP LLC Agreement ”), GP LLC (the “
GP LLC Agreement ”) and MLP LP LLC (the “ MLP
LP LLC Agreement ”) and will be fully paid (to the extent
required by such limited liability company agreements) and
nonassessable (except as such nonassessability may be affected by
matters described in Section 18-607 of the Delaware Limited
Liability Company Act (the “ Delaware LLC Act
”)); and UCI will own such membership interests free and
clear of all Liens, other than those arising under the UCI Credit
Agreement.
(ix) Ownership
of the General Partner Interests in the General Partner . At
each Date of Delivery, GP LLC will be the sole general partner of
the General Partner with a .001% general partner interest in the
General Partner; such general partner interest will have been duly
authorized and validly issued in accordance with the partnership
agreement of the General Partner (the “ GP Partnership
Agreement ”); and GP LLC will
7
own such
general partner interest free and clear of all Liens, other than
those arising under the UCI Credit Agreement.
(x) Ownership
of the Limited Partner Interests in the General Partner . At
each Date of Delivery, after giving effect to the Transactions, LP
LLC will own a 99.999% limited partner interest in the General
Partner; such limited partner interest will have been duly
authorized and validly issued in accordance with the General
Partnership Agreement and will be fully paid (to the extent
required under the General Partnership Agreement) and nonassessable
(except as such nonassessability may be affected by matters
described in Section 17-607 of the Delaware Revised Uniform
Limited Partnership Act (the “ Delaware LP Act
”)); and LP LLC will own such limited partner interest free
and clear of all Liens, other than those arising under the UCI
Credit Agreement.
(xi) Ownership
of the General Partner Interest in the Partnership . At each
Date of Delivery, the General Partner will be the sole general
partner of the Partnership with a 2.0% general partner interest in
the Partnership; such general partner interest will have been duly
authorized and validly issued in accordance with the partnership
agreement of the Partnership (the “ Partnership
Agreement ”); and the General Partner will own such
general partner interest free and clear of all Liens (except
restrictions on transferability as described in the Prospectus or
the Partnership Agreement).
(xii) Ownership
of the Sponsor Units and the Incentive Distribution Rights . At
the initial Date of Delivery, after giving effect to the
Transactions, and assuming no exercise of the option to purchase
the Option Units described in Section 2(b) hereof, MLP LP LLC will
own 825,000 Common Units and 6,325,000 Subordinated Units
(collectively, the “ Sponsor Units ”) and the
General Partner will own all the Incentive Distribution Rights (as
defined in the Partnership Agreement). The Sponsor Units and the
Incentive Distribution Rights and the limited partner interests
represented thereby will have been duly authorized and validly
issued in accordance with the Partnership Agreement, and will be
fully paid (to the extent required under the Partnership Agreement)
and nonassessable (except as such nonassessability may be affected
by matters described in Section 18-607 of the Delaware LP
Act); and MLP LP LLC will own the Sponsor Units and the General
Partner will own the Incentive Distribution Rights, in each case
free and clear of all Liens (except restrictions on transferability
as described in the Prospectus or the Partnership Agreement), other
than those arising under the UCI Credit Agreement.
(xiii)
Ownership of OLP GP . At each Date of Delivery, after giving
effect to the Transactions, the Partnership will own all of the
issued and outstanding membership interests of OLP GP; such
membership interests will have been duly authorized and validly
issued in accordance with the limited liability company agreement
of OLP GP (the “ OLP GP LLC Agreement ”) and
will be fully paid (to the extent required by the OLP GP LLC
Agreement) and nonassessable (except as such nonassessability may
be affected by matters described in Section 18-607 of the
Delaware LLC Act); and the Partnership will own such membership
interests free and clear of all Liens, other than those arising
under the UCLP Credit Agreement.
8
(xiv) Ownership
of the General Partner Interest in OLP . At each Date of
Delivery, OLP GP will be the sole general partner of OLP with a
.001% general partner interest in OLP; such general partner
interest will have been duly authorized and validly issued in
accordance with the limited partnership agreement of OLP (the
“ OLP Partnership Agreement ”); and OLP GP will
own such general partner interest free and clear of all Liens,
other than those arising under the UCLP Credit
Agreement.
(xv) Ownership
of the Limited Partner Interests of OLP . At each Date of
Delivery, after giving effect to the Transactions, the Partnership
will own a 99.999% limited partner interest in OLP; such limited
partner interest will have been duly authorized and validly issued
in accordance with the OLP Partnership Agreement and will be fully
paid (to the extent required under the OLP Partnership Agreement)
and nonassessable (except as such nonassessability may be affected
by matters described in Section 17-607 of the Delaware LP
Act); and the Partnership will own such limited partner interest
free and clear of all Liens, other than those arising under the
UCLP Credit Agreement.
(xvi) Ownership
of Leasing GP . At each Date of Delivery, OLP will own all of
the issued and outstanding membership interests of Leasing GP; such
membership interests will have been duly authorized and validly
issued in accordance with the limited liability company agreement
of Leasing GP (the “ Leasing GP LLC Agreement ”)
and will be fully paid (to the extent required by the Leasing GP
LLC Agreement) and nonassessable (except as such nonassessability
may be affected by matters described in Section 18-607 of the
Delaware LLC Act); and OLP will own such membership interests free
and clear of all Liens, other than those arising under the UCLP
Credit Agreement.
(xvii)
Ownership of the General Partner Interests of Leasing LP .
At each Date of Delivery, Leasing GP will be the general partner of
Leasing LP and will own a .001% general partner interest in Leasing
LP; such general partner interest will be duly authorized and
validly issued in accordance with the limited partnership agreement
of Leasing LP (the “ Leasing LP Partnership Agreement
”); and Leasing GP will own such general partner interest
free and clear of all Liens, other than those arising under the
UCLP Credit Agreement.
(xviii)
Ownership of the Limited Partner Interests of Leasing LP .
At each Date of Delivery, OLP will own 99.999% of the limited
partner interests in Leasing LP; such limited partner interest will
be duly authorized and validly issued in accordance with the
Leasing LP Partnership Agreement and will be fully paid (to the
extent required under the Leasing LP Partnership Agreement) and
nonassessable (except as such nonassessability may be affected by
matters described in Section 17-607 of the Delaware LP Act)
and OLP will own such limited partner interest free and clear of
all Liens, other than those arising under the UCLP Credit
Agreement.
(xix) No Other
Subsidiaries . Except as disclosed above and other than its
ownership of its general partner interest in the Partnership, the
General Partner does not own, and at each Date of Delivery will not
own, directly or indirectly, any equity or long-term debt
securities of any corporation, partnership, limited liability
company, joint
9
venture,
association or other entity. After giving effect to the
Transactions, other than its ownership of a 99.999% limited partner
interest in OLP and a 100% membership interest in OLP GP, the
Partnership does not directly own, and at each Date of Delivery
will not directly own, any equity or long-term debt securities of
any corporation, partnership, limited liability company, joint
venture, association or other entity.
(xx)
Capitalization . At the initial Date of Delivery, after
giving effect to the Transactions and the offering of the Initial
Units as contemplated by this Agreement, the issued and outstanding
Common Units of the Partnership will consist of 6,325,000 Common
Units, 6,325,000 Subordinated Units and 258,163 General Partner
Units. Other than the Sponsor Units and the Incentive Distribution
Rights, the Units will be the only limited partner interests of the
Partnership issued and outstanding at each Date of Delivery,
provided, however , that if the option described in Section
2(b) below is exercised, a number of Sponsor Units equal to the
number of Option Units sold will be redeemed.
(xxi) No
Preemptive Rights, Registration Rights or Options . Except as
identified in the Registration Statement, the General Disclosure
Package or the Prospectus, there are no (i) preemptive rights
or other rights to subscribe for or to purchase, nor any
restriction upon the voting or transfer of, any equity securities
of the Partnership Entities, the General Partner or GP LLC or
(ii) outstanding options or warrants to purchase any
securities of the Partnership Entities, the General Partner or GP
LLC. Except for such rights that have been waived or as described
in the Registration Statement, the General Disclosure Package or
the Prospectus, neither the filing of the Registration Statement
nor the offering or sale of the Units as contemplated by this
Agreement gives rise to any rights for or relating to the
registration of any Units or other securities of the
Partnership.
(xxii)
Authorization and Description of Units . The Units to be
purchased by the Underwriters from the Partnership have been duly
authorized for issuance and sale to the Underwriters pursuant to
this Agreement and, when issued and delivered by the Partnership
pursuant to this Agreement against payment of the consideration set
forth herein, will be validly issued and fully paid (to the extent
required under the Partnership Agreement) and nonassessable (except
as such nonassessability may be affected by matters described in
Section 17-607 of the Delaware LP Act); the Common Units
conform in all material respects to all statements relating thereto
contained in the Prospectus; no holder of the Units will be subject
to personal liability by reason of being such a holder; and the
issuance of the Units is not subject to the preemptive or other
similar rights of any holder of Units of the
Partnership.
(xxiii)
Authority and Authorization . The Partnership has all
requisite partnership power and authority to issue, sell and
deliver (i) the Units, in accordance with and upon the terms
and conditions set forth in this Agreement and the Partnership
Agreement and (ii) the Sponsor Units, in accordance with and
upon the terms and conditions set forth in the Partnership
Agreement and the Contribution Agreement. At each Date of Delivery,
all corporate, partnership and limited liability company action
(including unitholder, stockholder, member or partner action), as
the case may be, required to be taken by any
10
of the
Universal Entities for the authorization, issuance, sale and
delivery of the Units and the Sponsor Units, the execution and
delivery of the Operative Agreements (as defined below) and the
consummation of the transactions (including the Transactions)
contemplated by this Agreement and the Operative Agreements shall
have been validly taken.
(xxiv)
Authorization, Execution and Delivery of this Agreement .
This Agreement has been duly authorized, executed and delivered by
each of the Universal Parties.
(xxv)
Authorization, Execution, Delivery and Enforceability of Certain
Agreements . At or before the initial Date of
Delivery:
(a) the
Transaction Documents will have been duly authorized, executed and
delivered by the Universal Entities that are parties thereto and
each will be a valid and legally binding agreement of the parties
thereto, enforceable against such parties in accordance with its
terms; and
(b) the
Partnership Agreement, the OLP Partnership Agreement, the OLP GP
LLC Agreement, the Leasing GP LLC Agreement, the Leasing LP
Partnership Agreement, the GP Partnership Agreement, the GP LLC
Agreement, the MLP LP LLC Agreement and the LP LLC Agreement
(collectively, the “ Organizational Agreements
”) will have been duly authorized, executed and delivered by
the parties thereto, and will be valid and legally binding
agreements of such parties, enforceable against such parties in
accordance with their terms;
provided
that , with respect to
each agreement described in this Section 1(xxv), the
enforceability thereof may be limited by (i) bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and
similar laws relating to or affecting creditors’ rights
generally and by general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity
or at law) and (ii) public policy, applicable law relating to
fiduciary duties and indemnification and an implied covenant of
good faith and fair dealing. The Transaction Documents and the
Organizational Agreements are collectively referred to herein as
the “ Operative Agreements .”
(xxvi) No
Conflicts . None of (i) the offering, issuance or sale by
the Partnership of the Units, (ii) the execution, delivery and
performance of this Agreement and the Operative Agreements by the
Universal Entities that are parties thereto or (iii) the
consummation of any other transactions contemplated by this
Agreement or the Operative Agreements (including the Transactions),
(A) conflicts or will conflict with or constitutes or will
constitute a violation of the partnership agreement, limited
liability company agreement, certificate of formation or
conversion, certificate or articles of incorporation, bylaws or
other constituent document of any of the Universal Entities,
(B) conflicts or will conflict with or constitutes or will
constitute a breach or violation of, or a default (or an event
that, with notice or lapse of time or both, would constitute such a
default) under any indenture, mortgage, deed of trust, loan
agreement, lease or other agreement or instrument to which any of
the Universal Entities is a party or by which any
11
of them or any
of their respective properties may be bound, (C) violates or
will violate any statute, law or regulation or any order, judgment,
decree or injunction of any court or governmental agency or body
directed to any of the Universal Entities or any of their
properties in a proceeding to which any of them or their property
is a party or (D) results or will result in the creation or
imposition of any Lien upon any property or assets of any of the
Partnership Entities (other than Liens created pursuant to the UCLP
Credit Agreement), which conflicts, breaches, violations, defaults
or Liens, in the case of clauses (B), (C) or (D), would,
individually or in the aggregate, have a Material Adverse Effect or
a material adverse effect on the ability of any of the Universal
Entities to consummate the transactions (including the
Transactions) provided for in this Agreement or the Operative
Agreements to be consummated on or prior to the applicable Date of
Delivery.
(xxvii) No
Consents . No permit, consent, approval, authorization, order,
registration, filing or qualification of or with any court,
governmental agency or body having jurisdiction over any of the
Universal Entities or any of their properties or assets is required
in connection with the offering, issuance or sale by the
Partnership of the Units, the execution, delivery and performance
of this Agreement and the Contribution Agreement by the Universal
Entities that are parties thereto, the execution, delivery and
performance by the Universal Entities that are parties thereto of
their respective obligations under the other Operative Agreements
on or prior to the applicable Date of Delivery or the consummation
of the transactions contemplated by this Agreement or the Operative
Agreements (including the Transactions) to be consummated on or
prior to the applicable Date of Delivery except (i) for such
permits, consents, approvals and similar authorizations required
under the 1933 Act, the Securities Exchange Act of 1934 (the
“ 1934 Act ”) and state securities or
“Blue Sky” laws, (ii) for such consents that have
been, or prior to the Date of Delivery will be, obtained,
(iii) for such consents that, if not obtained, would not,
individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect and (iv) as disclosed in the General
Disclosure Package.
(xxviii) No
Defaults . None of the Universal Entities is in (i) violation
of its Organizational Documents, or of any statute, law, rule or
regulation, or any judgment, order, injunction or decree of any
court, governmental agency or body or arbitrator having
jurisdiction over any of the Universal Entities or any of their
properties or assets or (ii) breach, default (or an event
which, with notice or lapse of time or both, would constitute such
an event) or violation in the performance of any obligation,
agreement or condition contained in any indenture, mortgage, deed
of trust, loan agreement, lease or other agreement or instrument
relating to the Transferred Business to which it is a party or by
which it or any of its properties may be bound, which breach,
default or violation would, if continued, have a Material Adverse
Effect or could materially impair the ability of any of the
Universal Entities to perform their obligations under this
Agreement or the Operative Agreements.
(xxix) Absence
of Labor Dispute . No labor dispute with the employees of the
Universal Entities exists or, to the knowledge of the Universal
Parties, is imminent, and the Universal Parties are not aware of
any existing or imminent labor disturbance by the
12
employees of
any of its or any subsidiary’s principal suppliers,
manufacturers, customers or contractors, which, in either case,
would result in a Material Adverse Effect.
(xxx) Absence
of Proceedings . There is no action, suit, proceeding, inquiry
or investigation before or brought by any court or governmental
agency or body, domestic or foreign, now pending, or, to the
knowledge of the Universal Parties, threatened, against or
affecting the Universal Entities, which is required to be disclosed
in the Registration Statement (other than as disclosed therein), or
which, singly or in the aggregate, would reasonably be expected to
result in a Material Adverse Effect, or which would have a material
adverse effect on the ability of any of the Universal Entities to
consummate the transactions (including the Transactions) provided
for in this Agreement or the Operative Agreements to be consummated
on or prior to the applicable Date of Delivery.
(xxxi) Accuracy
of Exhibits . There are no contracts or documents that are
required to be described in the Registration Statement or to be
filed as exhibits thereto that have not been so described and filed
as required.
(xxxii)
Possession of Intellectual Property . Except for such
exceptions that would not reasonably be expected to result in a
Material Adverse Effect, (i) the Universal Entities own or possess,
or can acquire on reasonable terms, adequate patents, patent
rights, licenses, inventions, copyrights, know-how (including trade
secrets and other unpatented and/or unpatentable proprietary or
confidential information, systems or procedures), trademarks,
service marks, trade names or other intellectual property
(collectively, “ Intellectual Property ”)
necessary to carry on the Transferred Business, and (ii) the
Universal Entities have not received any notice and are not
otherwise aware of any infringement of or conflict with asserted
rights of others with respect to any Intellectual Property or of
any facts or circumstances that would render any Intellectual
Property invalid or inadequate to protect the interest of the
Universal Entities.
(xxxiii)
Absence of Manipulation . Neither the Universal Entities nor
any affiliate of the Universal Entities have taken, nor will the
Universal Entities or any affiliate take, directly or indirectly,
any action that is designed to or that has constituted or that
would be expected to cause or result in stabilization or
manipulation of the price of any security of the Partnership to
facilitate the sale or resale of the Units.
(xxxiv)
Possession of Licenses and Permits . The Universal Entities
possess such permits, licenses, approvals, consents and other
authorizations (collectively, “ Governmental Licenses
”) issued by the appropriate federal, state, local or foreign
regulatory agencies or bodies necessary to conduct the Transferred
Business, except where the failure so to possess would not, singly
or in the aggregate, result in a Material Adverse Effect; the
Universal Entities are in compliance with the terms and conditions
of all such Governmental Licenses, except where the failure so to
comply would not, singly or in the aggregate, result in a Material
Adverse Effect; all of the Governmental Licenses are valid and in
full force and effect, except when the invalidity of such
Governmental Licenses or the failure of such Governmental Licenses
to be in full force and effect would not, singly or in the
aggregate, result in a Material Adverse Effect; and the
Universal
13
Entities have
not received any notice of proceedings relating to the revocation
or modification of any such Governmental Licenses which, singly or
in the aggregate, if the subject of an unfavorable decision, ruling
or finding, would result in a Material Adverse Effect.
(xxxv) Absence
of Further Requirements . No filing with, or authorization,
approval, consent, license, order, registration, qualification or
decree of, any court or governmental authority or agency is
necessary or required in connection with the offering, issuance or
sale of the Units hereunder, except (i) such as have been, on
or prior to the applicable Date of Delivery will be, obtained or as
may be required under the 1933 Act, the 1933 Act Regulations, the
1934 Act, state securities or “Blue Sky” laws or as
disclosed in the General Disclosure Package and (ii) such as
have been obtained under the laws and regulations of jurisdictions
outside the United States in which the Reserved Units are
offered.
(xxxvi)
Sufficiency of the Transaction Documents . The Transaction
Documents will be legally sufficient to transfer or convey to the
Partnership and its subsidiaries satisfactory title to, or valid
rights to use or manage all properties not already held by it that
are, individually or in the aggregate, required to enable the
Partnership and its subsidiaries to conduct their operations in all
material respects as contemplated by the Registration Statement,
the General Disclosure Package and the Prospectus, subject to the
conditions, reservations, encumbrances and limitations described
therein or contained in the Transaction Documents. The Partnership
and it subsidiaries, upon execution and delivery of the Transaction
Documents, will succeed in all material respects to the business,
assets, properties, liabilities and operations reflected by the pro
forma financial statements of the Partnership.
(xxxvii) Title
to Property . Except for such exceptions that would not
reasonably be expected to result in a Material Adverse Effect, the
Universal Entities have good title to all properties related to the
Transferred Business owned by them, in each case, free and clear of
all Liens except such as (a) are described in the Registration
Statement, the General Disclosure Package and the Prospectus,
(b) any Liens arising under the UCLP Credit Agreement or
(c) do not, singly or in the aggregate, materially affect the
value of such property and do not interfere with the use made and
proposed to be made of such property by the Universal Entities. The
Universal Entities do not own any real property related to the
Transferred Business owned by them.
(xxxviii)
Investment Company Act . The Universal Entities are not
required, and upon the issuance and sale of the Units as herein
contemplated and the application of the net proceeds therefrom as
described in the Prospectus will not be required, to register as an
“investment company” under the Investment Company Act
of 1940, as amended (the “ 1940 Act
”).
(xxxix)
Environmental Laws . With respect to the Transferred
Business, each of the Universal Entities (i) is in compliance
with any and all applicable federal, state and local laws and
regulations relating to the prevention of pollution or protection
of the environment or imposing liability or standards of conduct
concerning any Hazardous
14
Materials (as
defined below) (“ Environmental Laws ”),
(ii) has received all permits required of them under
applicable Environmental Laws to conduct their respective
businesses as presently conducted, (iii) is in compliance with
all terms and conditions of any such permits and (iv) does not
have any liability in connection with the release into the
environment of any Hazardous Material, except where such
noncompliance with Environmental Laws, failure to receive required
permits, failure to comply with the terms and conditions of such
permits or liability in connection with such releases would not,
individually or in the aggregate, have a Material Adverse Effect.
The term “Hazardous Material” means (A) any
“hazardous substance” as defined in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as
amended, (B) any “hazardous waste” as defined in
the Resource Conservation and Recovery Act, as amended,
(C) any petroleum or petroleum product, (D) any
polychlorinated biphenyl and (E) any pollutant or contaminant
or hazardous, dangerous or toxic chemical, material, waste or
substance regulated under or within the meaning of any applicable
Environmental Law. In the ordinary course of business, the
Universal Entities periodically review the effect of Environmental
Laws on their business, operations and properties, in the course of
which they identify and evaluate costs and liabilities that are
reasonably likely to be incurred pursuant to such Environmental
Laws (including, without limitation, any capital or operating
expenditures required for clean-up, closure of properties or
compliance with Environmental Laws, or any permit, license or
approval, any related constraints on operating activities and any
potential liabilities to third parties). On the basis of such
review, the Universal Entities have reasonably concluded that such
associated costs and liabilities relating to the Transferred
Business would not, singly or in the aggregate, have a Material
Adverse Effect.
(xl) Accounting
Controls . The Partnership Entities maintain a system of
internal accounting controls sufficient to provide reasonable
assurances that (A) transactions are executed in accordance with
management’s general or specific authorization;
(B) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to
maintain accountability for assets; (C) access to assets is
permitted only in accordance with management’s general or
specific authorization; and (D) the recorded accountability for
assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any
differences.
(xli)
Compliance with the Sarbanes-Oxley Act. The Partnership has
taken all necessary actions to ensure that, upon the effectiveness
of the Registration Statement, it will be in compliance with all
provisions of the Sarbanes-Oxley Act of 2002 and all rules and
regulations promulgated thereunder or implementing the provisions
thereof (the “ Sarbanes-Oxley Act ”) that are
then in effect and which the Partnership is required to comply with
as of the effectiveness of the Registration Statement.
(xlii) Payment
of Taxes . Each of the Partnership Entities has filed (or has
obtained extensions with respect to) all material federal, state
and local income and franchise tax returns required to be filed
through the date of this Agreement, which returns are correct and
complete in all material respects, and has timely paid all taxes
due thereon, other than those (i) that are being contested in
good faith and for which adequate
15
reserves have
been established in accordance with generally accepted accounting
principles or (ii) that, if not paid, would not have a
Material Adverse Effect..
(xliii)
Insurance . The Partnership Entities carry or are entitled
to the benefits of insurance relating to the Transferred Business,
with financially sound and reputable insurers, in such amounts and
covering such risks as is generally maintained by companies of
established repute engaged in the same or similar business, and all
such insurance is in full force and effect. The Universal Entities
have no reason to believe that they will not be able (A) to
renew their existing insurance coverage relating to the Transferred
Business as and when such policies expire or (B) to obtain
comparable coverage relating to the Transferred Business from
similar institutions as may be necessary or appropriate to conduct
such business as now conducted and at a cost that would not result
in a Material Adverse Change.
(xliv)
Statistical and Market-Related Data . Any statistical and
market-related data included in the Registration Statement, the
General Disclosure Package or the Prospectus are based on or
derived from sources that the Universal Parties believe to be
reliable and accurate.
(xlv) Directed
Units Sales . The Partnership has not offered, or caused the
Representatives to offer, Reserved Units to any person with the
specific intent to unlawfully influence (i) a customer or
supplier of any of the Universal Entities to alter the
customer’s or supplier’s level or type of business with
any such entity or (ii) a trade journalist or publication to
write or publish favorable information about any of the Universal
Entities, or their respective businesses or products.
(xlvi) Private
Placement . The sale and issuance of the Sponsor Units to UCI
and the Incentive Distribution Rights to the General Partner
pursuant to the Partnership Agreement are exempt from the
registration requirements of the 1933 Act and the securities laws
of any state having jurisdiction with respect thereto, and none of
the Universal Entities has taken or will take any action that would
cause the loss of such exemption.
(b)
Officers’ Certificates . Any certificate signed by an
officer of the Universal Entities delivered, pursuant to this
Agreement, to the Representatives or to counsel for the
Underwriters shall be deemed a representation and warranty by the
Universal Entities to each Underwriter as to the matters covered
thereby.
SECTION 2. Sale
and Delivery to Underwriters; Closing .
(a)
Initial Units . On the basis of the representations and
warranties herein contained and subject to the terms and conditions
herein set forth, the Partnership agrees to sell to each
Underwriter, severally and not jointly, and each Underwriter,
severally and not jointly, agrees to purchase from the Partnership,
at the price per Unit set forth in Schedule C, that proportion
of the number of Initial Units set forth in Schedule B
opposite the name of the Partnership, which the number of Initial
Units set forth in Schedule A opposite the name of such
Underwriter, plus any additional number of Initial Units which such
Underwriter may become obligated to purchase
16
pursuant to the
provisions of Section 10 hereof, bears to the total number of
Initial Units, subject, in each case, to such adjustments among the
Underwriters as the Representatives in their sole discretion shall
make to eliminate any sales or purchases of fractional
securities.
(b)
Option Units . In addition, on the basis of the
representations and warranties herein contained and subject to the
terms and conditions herein set forth, the Partnership hereby
grants an option to the Underwriters, severally and not jointly, to
purchase up to an additional 825,000 Common Units, as set forth in
Schedule B, at the price per Unit set forth in
Schedule C, less an amount per Unit equal to any distributions
declared by the Partnership and payable on the Initial Units but
not payable on the Option Units. The option hereby granted will
expire 30 days after the date hereof and may be exercised in
whole or in part from time to time only for the purpose of covering
overallotments which may be made in connection with the offering
and distribution of the Initial Units upon notice by Merrill Lynch
and Lehman Brothers to the Partnership setting forth the number of
Option Units as to which the several Underwriters are then
exercising the option and the time and date of payment and delivery
for such Option Units. Any such time and date of delivery (a
“ Date of Delivery ”) shall be determined by
Merrill Lynch and Lehman Brothers, but shall not be later than
seven full business days after the exercise of said option, nor in
any event prior to the Closing Time, as hereinafter defined. If the
option is exercised as to all or any portion of the Option Units,
each of the Underwriters, acting severally and not jointly, will
purchase that proportion of the total number of Option Units then
being purchased which the number of Initial Units set forth in
Schedule A opposite the name of such Underwriter bears to the
total number of Initial Units, subject in each case to such
adjustments as Merrill Lynch and Lehman Brothers in their
discretion shall make to eliminate any sales or purchases of
fractional shares.
(c)
Payment . Payment of the purchase price for, and delivery of
certificates for, the Initial Units shall be made at the offices of
Vinson & Elkins, 1001 Fannin Street, Suite 2500, Houston,
Texas 77002, or at such other place as shall be agreed upon by the
Representatives and the Partnership, at 10:00 A.M. (Eastern
time) on the third (fourth, if the pricing occurs after 4:30 P.M.
(Eastern time) on any given day) business day after the date hereof
(unless postponed in accordance with the provisions of
Section 10), or such other time not later than ten business
days after such date as shall be agreed upon by the Representatives
and the Partnership (such time and date of payment and delivery
being herein called “ Closing Time
”).
In addition, in
the event that any or all of the Option Units are purchased by the
Underwriters, payment of the purchase price for, and delivery of
certificates for, such Option Units shall be made at the
above-mentioned offices, or at such other place as shall be agreed
upon by the Representatives and the Partnership, on each Date of
Delivery as specified in the notice from the Representatives to the
Partnership.
Payment shall be
made to the Partnership by wire transfer of immediately available
funds to a bank account designated by the Partnership against
delivery to the Representatives for the respective accounts of the
Underwriters of certificates for the Units to be purchased by them.
It is understood that each Underwriter has authorized the
Representatives, for its account, to accept delivery of, receipt
for, and make payment of the purchase price for, the Initial Units
and the Option Units, if any, which it has agreed to purchase.
Merrill Lynch, individually and not as representative of the
Underwriters, may (but shall not be obligated to) make payment of
the
17
purchase price
for the Initial Units or the Option Units, if any, to be purchased
by any Underwriter whose funds have not been received by the
Closing Time or the relevant Date of Delivery, as the case may be,
but such payment shall not relieve such Underwriter from its
obligations hereunder.
(d)
Denominations; Registration . Certificates for the Initial
Units and the Option Units, if any, shall be in such denominations
and registered in such names as the Representatives may request in
writing at least one full business day before the Closing Time or
the relevant Date of Delivery, as the case may be. The certificates
for the Initial Units and the Option Units, if any, will be made
available for examination and packaging by the Representatives in
The City of New York not later than 10:00 A.M. (Eastern time)
on the business day prior to the Closing Time or the relevant Date
of Delivery, as the case may be.
SECTION 3.
Covenants of the Partnership . The Partnership covenants
with each Underwriter as follows:
(a)
Compliance with Securities Regulations and Commission
Requests . The Partnership, subject to Section 3(b), will
comply with the requirements of Rule 430A, and will notify the
Representatives immediately, and confirm the notice in writing,
(i) when any post-effective amendment to the Registration
Statement shall become effective, or any supplement to the
Prospectus or any amended Prospectus shall have been filed,
(ii) of the receipt of any comments from the Commission,
(iii) of any request by the Commission for any amendment to
the Registration Statement or any amendment or supplement to the
Prospectus or for additional information, (iv) of the issuance
by the Commission of any stop order suspending the effectiveness of
the Registration Statement or of any order preventing or suspending
the use of any preliminary prospectus, or of the suspension of the
qualification of the Units for offering or sale in any
jurisdiction, or of the initiation or threatening of any
proceedings for any of such purposes or of any examination pursuant
to Section 8(e) of the 1933 Act concerning the Registration
Statement and (v) if the Partnership becomes the subject of a
proceeding under Section 8A of the 1933 Act in connection with
the offering of the Units. The Partnership will effect the filings
required under Rule 424(b), in the manner and within the time
period required by Rule 424(b) (without reliance on
Rule 424(b)(8)), and will take such steps as it deems
necessary to ascertain promptly whether the form of prospectus
transmitted for filing under Rule 424(b) was received for filing by
the Commission and, in the event that it was not, it will promptly
file such prospectus. The Partnership will make every reasonable
effort to prevent the issuance of any stop order and, if any stop
order is issued, to obtain the lifting thereof at the earliest
possible moment.
(b)
Filing of Amendments . The Partnership will give the
Representatives notice of its intention to file or prepare any
amendment to the Registration Statement (including any filing under
Rule 462(b)) or any amendment, supplement or revision to
either the prospectus included in the Registration Statement at the
time it became effective or to the Prospectus, and will furnish the
Representatives with copies of any such documents a reasonable
amount of time prior to such proposed filing or use, as the case
may be, and will not file or use any such document to which the
Representatives or counsel for the Underwriters shall
object.
18
(c)
Delivery of Registration Statements . The Partnership will
deliver to the Representatives and counsel for the Underwriters,
upon request and without charge, signed copies of the Registration
Statement as originally filed and of each amendment thereto
(including exhibits filed therewith) and signed copies of all
consents and certifica
|
