VOTING TRUST AGREEMENT
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Voting Trust Agreement, dated as of February 20, 1998 (the
"Agreement"), among Universal Compression Holdings, Inc. ("Holdings"), each of
the stockholders listed on the signature pages hereto (the "Stockholders") and
▇▇▇▇ ▇. ▇▇▇▇▇▇ and any successor appointed as provided in this Agreement, as
Voting Trustee (the "Voting Trustee").
Recitals
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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.
1. DEPOSIT OF SHARES.
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(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.
2. VOTING TRUST CERTIFICATES.
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(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.
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(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.
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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 state law
applicable to the offer and sale of securities, or (ii) written advice from
the Securities and Exchange
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Commission that it will take no action with respect to any such proposed
disposition of said Voting Trust Certificates.
5. REPLACEMENT OF CERTIFICATES.
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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.
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(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.
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(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 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
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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.
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(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.
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(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 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.
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(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:
(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;
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(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
(l) any other proposal to be voted on or
consented to by stockholders of Holdings;
11. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS.
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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).
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(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.
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(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.
(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.
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(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.
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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 ▇▇▇▇ ▇. ▇▇▇▇▇▇
shall cease to serve as Voting Trustee hereunder, his immediate successor in
such capacity shall be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇; 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc. or an officer of ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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.
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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.
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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.
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17. MISCELLANEOUS.
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(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.
(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
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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 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.
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IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the day and year first above written.
VOTING TRUSTEE: UNIVERSAL COMPRESSION HOLDINGS, INC.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc. Chief Financial Officer
37th Floor
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
EXHIBIT A
THIS VOTING TRUST CERTIFICATE HAS BEEN ISSUED WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND NO INTEREST
THEREIN MAY BE TRANSFERRED EXCEPT IN COMPLIANCE, ESTABLISHED TO SATISFACTION
OF THE ISSUER, WITH SAID ACT AND THE RULES AND REGULATIONS PROMULGATED
THEREUNDER BY THE SECURITIES AND EXCHANGE COMMISSION.
THIS VOTING TRUST CERTIFICATE AND THE SECURITIES REPRESENTED
HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO A STOCKHOLDERS
AGREEMENT ON FILE WITH HOLDINGS.
VOTING TRUST CERTIFICATE
UNIVERSAL COMPRESSION HOLDINGS, INC.
No. V-______________________________
Class: Common Stock
Shares:____________________
Class: Preferred Stock
Shares:_____________________
This certificate is evidence that _________________ has
deposited (i) ________ shares of Common Stock, $0.01 par value per share, of
Universal Compression Holdings, Inc., a Delaware corporation (the "Company"),
and (ii) ____ shares of Preferred Stock, no par value per share, of Holdings,
with the Voting Trustee hereinafter named in accordance with the terms of the
Voting Trust Agreement (the "Agreement") dated as of ____ __, 1998 among
Holdings, each of the Stockholders listed on the signature pages thereof and
the person whose name appears below as Voting Trustee (the "Trustee").
This certificate and the interest represented hereby is
transferable on the books of the Trust only in accordance with the terms of
the Agreement and any holder of this Certificate takes the same subject to all
of the terms and conditions of such Agreement.
IN WITNESS WHEREOF, the Trustee has signed this certificate
as of the ___ day of ____ __, 1998.
VOTING TRUSTEE
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