-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QFCVT4E9Sd3OcTVXTTYDKb5yUOh35pE/gHzDY9/nMPspgHueBw2k9e6pQSpr0H/B 3nHMEEhyKmUWyX9AckHhNg== /in/edgar/work/20001102/0000950129-00-005214/0000950129-00-005214.txt : 20001106 0000950129-00-005214.hdr.sgml : 20001106 ACCESSION NUMBER: 0000950129-00-005214 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20001102 GROUP MEMBERS: WEATHERFORD INTERNATIONAL INC /NEW/ GROUP MEMBERS: WEUS HOLDING, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL COMPRESSION HOLDINGS INC CENTRAL INDEX KEY: 0001057234 STANDARD INDUSTRIAL CLASSIFICATION: [7359 ] IRS NUMBER: 133989167 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-59115 FILM NUMBER: 751646 BUSINESS ADDRESS: STREET 1: 4440 BRITTMOORE RD CITY: HOUSTON STATE: TX ZIP: 77041 BUSINESS PHONE: 7134664103 MAIL ADDRESS: STREET 1: 4440 BRITTMOORE RD CITY: HOUSTON STATE: TX ZIP: 77041 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEATHERFORD INTERNATIONAL INC /NEW/ CENTRAL INDEX KEY: 0000032908 STANDARD INDUSTRIAL CLASSIFICATION: [3533 ] IRS NUMBER: 042515019 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 515 POST OAK BLVD STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77027-3415 BUSINESS PHONE: 7132978400 MAIL ADDRESS: STREET 1: 5 POST OAK PARK STREET 2: STE 1760 CITY: HOUSTON STATE: TX ZIP: 77027-3415 FORMER COMPANY: FORMER CONFORMED NAME: EVI WEATHERFORD INC DATE OF NAME CHANGE: 19980528 FORMER COMPANY: FORMER CONFORMED NAME: EVI INC DATE OF NAME CHANGE: 19980226 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY VENTURES INC /DE/ DATE OF NAME CHANGE: 19920703 SC 13D 1 h81362sc13d.txt WEATHERFORD INTERNATIONAL, INC. FOR U.C.H., INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ________)* Universal Compression Holdings, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 913431 10 2 -------------- (CUSIP Number) Curtis W. Huff Weatherford International, Inc. 515 Post Oak Boulevard, Suite 600 Houston, Texas 77027 (713) 693-4000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 23, 2000 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e),ss.240.13d-1(f) or ss.240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 20 Pages Exhibit Index begins on page 20. 2 SCHEDULE 13D CUSIP NO. 9134341 10 2 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WEUS Holding, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* SC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 9,471,346 shares NUMBER OF ----------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 9,773,528 shares EACH ----------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 13,750,000 shares ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,124,848 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,244,874 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.7% (based upon the number of shares outstanding on October 20, 2000 and the number of shares to be issued by Universal in the Merger) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 2 of 20 Pages 3 SCHEDULE 13D CUSIP NO. 9134341 10 2 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Weatherford International, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* SC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 9,471,346 shares NUMBER OF ----------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 9,773,528 shares EACH ----------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 13,750,000 shares ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,124,848 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,244,874 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.7% (based upon the number of shares outstanding on October 20, 2000 and the number of shares to be issued by Universal in the Merger) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 3 of 20 Pages 4 ITEM 1. SECURITY AND ISSUER. This Statement on Schedule 13D relates to the beneficial ownership of shares of common stock, par value $0.01 per share ("Universal Common Stock"), of Universal Compression Holdings, Inc. ("Universal"). The address of Universal's principal executive offices is 4440 Brittmoore Road, Houston, Texas 77041. ITEM 2. IDENTITY AND BACKGROUND. (a) This Statement on Schedule 13D is being filed by Weatherford International, Inc., a Delaware corporation ("Weatherford"), and WEUS Holding, Inc., a Delaware corporation and a wholly owned subsidiary of Weatherford ("WEUS") (each individually a "Reporting Person" and together, the "Reporting Persons"). Attached as Schedule I and Schedule II is information concerning the executive officers and directors of the Weatherford and WEUS, respectively, required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. Such executive officers and directors may be deemed, but are not conceded to be, controlling persons of Weatherford and WEUS. Except for Weatherford's control of WEUS, no corporation or other person is or may be deemed to be ultimately in control of Weatherford or WEUS. (b) The address of the principle offices of both Weatherford and WEUS is 515 Post Oak Boulevard, Suite 600, Houston, Texas 77027. (c) Weatherford is a provider of equipment and services used for the drilling, completion and production of oil and natural gas wells. WEUS is a holding company. (d) During the last five years, neither of the Reporting Persons nor any of the persons listed in Schedule I and Schedule II has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither of the Reporting Persons nor any of the persons listed in Schedule I or Schedule II has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of such persons was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Weatherford and WEUS are Delaware corporations, and, except as otherwise noted, all persons named in Schedule I and Schedule II are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On October 23, 2000, each of the Reporting Persons entered into an Agreement and Plan of Merger (the "Merger Agreement") with Universal, Enterra Compression Company, a direct wholly Page 4 of 20 Pages 5 owned subsidiary of WEUS ("Enterra"), and Universal Compression, Inc., a direct wholly owned subsidiary of Universal ("Merger Subsidiary"), providing, among other things, for the merger (the "Merger") of Enterra with and into Merger Subsidiary. In connection with the Merger Agreement and to induce Weatherford, WEUS and Enterra to enter into the Merger Agreement, (i) Universal and certain stockholders of Universal (the "Stockholders") entered into a Stockholders' Agreement (the "Stockholders' Agreement") with WEUS, dated as of October 23, 2000, relating to the voting of an aggregate of 5,494,874 shares of Universal Common Stock then owned by and thereafter acquired by the Stockholders (as well as shares of Universal Common Stock the holders thereof are obligated to vote in the same manner as the Stockholders), and (ii) Universal agreed pursuant to the terms of the Merger Agreement to enter into, at the effective time of the Merger, a Registration Rights Agreement with WEUS (the "Registration Rights Agreement") relating to the registration under the Securities Act of 1933, as amended, of shares of Universal Common Stock acquired by WEUS in the Merger or thereafter. Pursuant to the terms of the Merger Agreement and to induce Universal and Merger Subsidiary to enter into the Merger Agreement, (i) the Reporting Persons agreed to enter into, at the effective time of the Merger, a Voting Agreement with Universal (the "Voting Agreement") relating to the voting of certain shares of Universal Common Stock that WEUS has the right to vote, direct the vote of, or cause in any manner the voting of following the effective time of the Merger and (ii) Weatherford agreed to enter into, at the effective time of the Merger, a Transitional Services Agreement (the "Transitional Services Agreement") with Weatherford Global Compression Services, L.P., a subsidiary of Enterra (the "Partnership"), requiring Weatherford to provide certain services to the Partnership, and receive compensation therefor, following the effective time of the Merger. In addition, Weatherford, WEUS and Enterra entered into a Purchase Agreement (the "Purchase Agreement"), dated as of October 23, 2000, with General Electric Capital Corporation ("GE Capital") and Global Compression Services, Inc. ("Global") providing for the purchase by Enterra of the interests of Global in, among other things, the Partnerhsip immediately prior to the effective time of the Merger. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Merger Agreement, the Stockholders' Agreement, the Registration Rights Agreement, the Voting Agreement, the Transitional Services Agreement or the Purchase Agreement. The Merger Agreement contemplates that all of the outstanding shares of common stock of Enterra ("Enterra Common Stock") will be converted into the right to receive an aggregate of 13,750,000 shares of Universal Common Stock (the "Merger Consideration"). Consummation of the Merger is subject to various conditions, including approval by the stockholders of Universal of the issuance of the Merger Consideration, refinancing of indebtedness of Universal and the Partnership, receipt of all regulatory approvals and expiration or termination of all waiting periods under the HSR Act and appropriate foreign regulations. For a description of the Merger Agreement, the Stockholders' Agreement, the Registration Rights Agreement, the Voting Agreement, the Transitional Services Agreement and the Purchase Agreement, see Item 4. Page 5 of 20 Pages 6 ITEM 4. PURPOSE OF TRANSACTION THE MERGER AGREEMENT The Merger and the Merger Consideration As noted in Item 3, the Merger Agreement provides for the merger of Enterra with and into Merger Subsidiary, pursuant to which all outstanding shares of Enterra Common Stock will be converted into the right to receive the Merger Consideration. If the Merger is effected, each of the Reporting Persons will be deemed to acquire more than five percent of the outstanding shares of Universal Common Stock. No cash payments will be made to the Reporting Persons in consideration for the sale of the Enterra Common Stock. Appointment to the Board of Directors Pursuant to the terms of the Merger Agreement, the Board of Directors of Universal is required to take such action as is necessary so that immediately following the effective time of the Merger it will be comprised of eleven members, three of whom will be persons designated by WEUS (the "Weatherford Nominees"). One Weatherford Nominee will be appointed as a Class A director with a term of office expiring in 2001, one Weatherford Nominee will be appointed as a Class B director with a term of office expiring in 2002, and one Weatherford Nominee will be appointed as a Class C director with a term of office expiring in 2003. After such appointments, the Board of Directors of Universal shall cause the Weatherford Nominees, or any other persons nominated by WEUS in place of the Weatherford Nominees, to stand for election to the Board of Directors of Universal at Universal's next succeeding Annual Meeting of Stockholders following the expiration of their respective terms of office. At each Annual Meeting of Stockholders of Universal, the Board of Directors shall nominate the Weatherford Nominees whose term of office is then expiring (or such other Weatherford Nominees as are nominated by WEUS) to stand for election to the Board of Directors of Universal, and Universal shall support the election of such person. Additionally, the Merger Agreement provides that in the event WEUS ever directly or indirectly beneficially owns (including ownership by any affiliate of WEUS) in the aggregate less than 20% of the outstanding Universal Common Stock, the number of persons to be designated by WEUS shall be reduced to two persons, and if such ownership falls below 10% of the outstanding Universal Common Stock, the obligations of Universal and the rights of WEUS with respect to the designation and election of members to the Universal Board of Directors shall cease. Waiver of Section 203 of the Delaware General Corporation Law In the Merger Agreement, Universal represented to Weatherford, WEUS and Enterra that its Board of Directors had taken all actions necessary and appropriate to render the limitations on Page 6 of 20 Pages 7 business combinations contained in Section 203 of the Delaware General Corporation Law inapplicable, as of the date of the Merger Agreement and at all times thereafter, to the Merger Agreement, the Stockholders' Agreement, the consummation of the Merger, the issuance to WEUS of Universal Common Stock at the effective time of the Merger, and the other transactions contemplated by the Merger Agreement and the Stockholders' Agreement. THE STOCKHOLDERS' AGREEMENT Concurrently with the execution and delivery of the Merger Agreement and as a condition to WEUS', Weatherford's and Enterra's willingness to enter into the Merger Agreement, WEUS, Universal and the Stockholders entered into the Stockholders' Agreement. Pursuant to the Stockholders' Agreement, each Stockholder has agreed that it shall, and shall take any and all actions necessary to cause the Co-Investors (as defined therein) to, at any meeting of the stockholders of Universal (including, but not limited to, the Parent Stockholders' Meeting (as defined in the Merger Agreement)), and in any action by written consent of the stockholders of Universal in lieu of a meeting, vote all of the Pre-Merger Voting Shares (as defined herein) (a) in favor of all matters requiring the approval of the stockholders of Universal to consummate the Merger, including, but not limited to, the issuance of the shares of Universal Common Stock pursuant to the Merger, and the other transactions contemplated by the Merger Agreement, and (b) against any Takeover Proposal (as defined in the Merger Agreement) or any agreement, arrangement or transaction relating to any Takeover Proposal or required in order to implement the same or any action or agreement that, directly or indirectly, is inconsistent with the Merger Agreement or the transactions contemplated thereby or that is reasonably likely (i) to impede, interfere with, delay or postpone the Merger or the other transactions contemplated by the Merger Agreement, (ii) to result in a breach of any covenant, representation, warranty or any other obligation of Universal or Merger Subsidiary under the Merger Agreement, or (iii) to cause any conditions to the obligations of the parties under the Merger Agreement not to be fulfilled. At the date of the execution of the Stockholders' Agreement, the Pre-Merger Voting Shares consisted of 5,494,874 shares of Universal Common Stock, including (a) 3,124,848 shares of which the Stockholders were record owners, (b) 195,497 shares the Stockholders had the power to vote pursuant to a Voting Trust and (c) 2,174,529 shares the Stockholders had the power to cause other holders to vote pursuant to a Voting Agreement. In addition, the Pre-Merger Voting Shares include all other shares of capital stock or voting securities of Universal of which a Stockholder (x) is a direct or indirect beneficial owner as of the date of the Stockholders' Agreement, (y) becomes the direct or indirect beneficial owner after the date of the Stockholders' Agreement, including, but not limited to, shares or voting securities received pursuant to any stock splits, stock dividends or distributions, shares or voting securities acquired by purchase or upon the exercise, conversion, or exchange of any option, warrant, or convertible security or otherwise, and shares or voting securities received pursuant to any change in the capital stock of Universal by reason of any recapitalization, merger, reorganization, consolidation, combination, exchange of shares, or any transaction with like purpose or effect or (c) becomes able to vote, direct the vote of, or cause in any manner the voting Page 7 of 20 Pages 8 of, which shares or other securities are not owned beneficially or of record solely by the Stockholders. During the term of the Stockholders' Agreement, the Stockholders have agreed not to directly or indirectly sell, convey or transfer record or beneficial ownership of any Pre-Merger Voting Shares, including the right to vote, cause the voting of, or influence the manner in which are voted the Pre-Merger Voting Shares, by any means whatsoever to any person or entity, without the prior written consent of WEUS unless such transferee agrees to be bound by the terms of the Stockholders' Agreement and executes and delivers the Stockholders' Agreement to WEUS. The Stockholders' Agreement will terminate (a) by the written mutual consent of the parties thereto or (b) automatically and without any required action by the parties thereto upon the earliest to occur of (i) the effective time of the Merger, (ii) the date on which the Merger Agreement is terminated, or (iii) April 1, 2001. In addition, any Stockholder may terminate the Stockholders' Agreement if Weatherford, WEUS, or Enterra breaches any representation, warranty, covenant or other agreement contained in the Merger Agreement that (A) would give rise to the failure of Weatherford, WEUS, or Enterra to satisfy any condition set forth in Section 8.2(a) of the Merger Agreement, and (B) cannot be or has not been cured within 45 days after the giving of written notice to Weatherford, WEUS, or Enterra of such breach (a "Material Breach") (provided that such Stockholder is not then in breach in any material respect of any obligation, covenant, or other agreement contained in the Stockholders' Agreement or in Material Breach of any representation or warranty contained in the Stockholders' Agreement. If, however, the Parent Stockholders' Meeting is scheduled to occur after the giving of notice of a Material Breach but before (i) the determination that such breach cannot be cured or (ii) expiration of the 45-day cure period, as applicable (the dates in (i) and (ii), the "Cure Deadline"), if necessary Universal will adjourn the Parent Stockholders' Meeting for such time as may be necessary so that such meeting shall not occur prior to the applicable Cure Deadline. THE REGISTRATION RIGHTS AGREEMENT In connection with the Merger Agreement and to induce Weatherford and WEUS to enter into the Merger Agreement, Universal agreed to enter into a Registration Rights Agreement with WEUS at the effective time of the Merger pursuant to which WEUS will be entitled to require Universal to register at any time under the Securities Act of 1933 the shares of Universal Common Stock constituting the Merger Consideration and any shares of Universal Common Stock later acquired by WEUS. However, Universal will not be required to effect more than three such registrations. In addition, the Registration Rights Agreement will entitle WEUS to include shares of Universal Common Stock owned by it in a registration statement filed by Universal under the Securities Act of 1933. The registration rights granted to WEUS under the Registration Rights Agreement are subject to certain limitations described therein. Page 8 of 20 Pages 9 THE VOTING AGREEMENT In connection with the Merger Agreement and to induce Universal and Merger Subsidiary to enter into the Merger Agreement, Weatherford and WEUS agreed to enter into the Voting Agreement with Universal at the effective time of the Merger. Pursuant to the terms of the Voting Agreement, WEUS will, and Weatherford will agree to cause WEUS to, on each matter presented for a vote at any duly convened meeting of the stockholders of Universal, and in any action by written consent of the stockholders of Universal in lieu of a meeting, vote all shares of Universal Common Stock in excess of 33 1/3% of the total shares of Universal Common Stock issued and outstanding (excluding any shares owned by any subsidiary of Universal) that WEUS has the right to vote, direct the vote of, or cause in any manner the voting of (collectively, the "Post-Merger Voting Shares"), in the same proportions as the shares of Universal Common Stock held by the public (excluding (a) shares directly or indirectly beneficially owned by Castle Harlan, Inc., Castle Harlan Partners III, L.P., Castle Harlan Offshore Partners III, L.P., Castle Harlan Affiliates III, L.P. and their affiliates (collectively, "Castle Harlan") and any shares subject to voting trusts, voting agreements or similar agreements for which John K. Castle serves as trustee or to which Castle Harlan or any of its affiliates is a party or of which any of them is a beneficiary and (b) shares directly or indirectly beneficially owned by Weatherford, WEUS or Weatherford's subsidiaries) are voted. The Voting Agreement will terminate (a) by the mutual written consent of the parties thereto, (b) automatically and without any required action by the parties thereto on the earlier of (i) the second anniversary of the effective time of the Merger or (ii) the date that Castle Harlan and its affiliates collectively own less that 5% of the issued and outstanding Universal Common Stock, or (c) on any earlier date that the shares of Universal Common Stock acquired by WEUS in the Merger represent less than 33 1/3% of the then outstanding shares of Universal Common Stock. TRANSITIONAL SERVICES AGREEMENT In connection with the Merger Agreement, Weatherford agreed to enter into a Transitional Services Agreement with the Partnership pursuant to which Weatherford will provide certain services for a limited period of time to the Partnership for a fee following the effective time of the Merger. The services to be provided and the fees to be paid therefor will be mutually agreed to by Universal and Weatherford. Page 9 of 20 Pages 10 THE PURCHASE AGREEMENT Concurrently with the execution of the Merger Agreement, Weatherford, WEUS and Enterra entered into a Purchase Agreement (the "Purchase Agreement") pursuant to which Enterra will, immediately prior to the effective time of the Merger, acquire from Global (a) all of the common shares owned by Global in Weatherford Global Compression Services, Ltd. ("Canada"), (b) Global's 35.64% limited partner interest in Weatherford Global Compression Services, L.P. (the "Limited Partnership"), and (c) Global's 36% membership interest in Weatherford Global Compression Holding, L.L.C. (the "General Partner") (collectively, the "Interests"). As a result of Enterra's purchase of the Interests from Global, Canada, the Limited Partnership and the General Partner will all become wholly owned subsidiaries of Enterra. The closing of Enterra's purchase of the Interests and the closing of the Merger are contingent upon one another. Either or both of the Reporting Persons may change any of its current intentions, acquire a beneficial interest in additional shares of Universal Common Stock, or take any other action with respect to Universal or any of its equity securities in any manner permitted by law. Reference is hereby made to Articles III through VIII of the Merger Agreement for a description of other transactions or events of the type described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Except as disclosed in this Item 4, neither of the Reporting Persons has any current plans or proposals that relate to or would result in any of the events described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The filing of this Statement on Schedule 13D shall not be construed as an admission by either of the Reporting Persons that, for purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended, either of the Reporting Persons is the beneficial owner of the shares of Universal Common Stock to which this Statement on Schedule 13D relates. The foregoing response to this Item 4 is qualified in its entirety by reference to the Merger Agreement, the full text of which is filed as Exhibit A hereto, the Stockholders' Agreement, the full text of which is filed as Exhibit B hereto, the Form of Registration Rights Agreement, the full text of which is filed as Exhibit C hereto, the Form of Voting Agreement, the full text of which is filed as Exhibit D hereto, the Form of Transitional Services Agreement, the full text of which is filed as Exhibit E hereto, and the Purchase Agreement, the full text of which is filed as Exhibit F hereto. All such agreements are incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Universal represented in the Merger Agreement that it had outstanding as of the close of business on October 20, 2000 an aggregate of 14,664,038 shares of Universal Common Stock. As of the date of this Schedule 13D, each Reporting Person may be deemed to beneficially own up to the number of shares and corresponding percentages of the outstanding shares of Universal Page 10 of 20 Pages 11 Common Stock as is set forth on the cover page of this Schedule 13D. Such information is incorporated herein by reference. The aggregate 19,244,874 shares of Universal Common Stock that the Reporting Persons may be deemed to beneficially own include: (1) 13,750,000 shares of Universal Common Stock, which will represent approximately 48.4% of the outstanding shares of Universal Common Stock after the Merger, that WEUS will have the right to acquire at the effective time of the Merger as a result of the automatic conversion of the Enterra Common Stock into the right to receive such number of shares at the effective time; and (2) 5,494,874 shares of Universal Common Stock that are the Pre-Merger Voting Shares subject to the Stockholders' Agreement described in Item 4 above and which represent approximately 37.5% of the outstanding shares of Universal Common Stock as of October 20, 2000. (b) The number of shares of Universal Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or direct the disposition for each Reporting Person is set forth on the cover pages of this Schedule 13D, and such information is incorporated herein by reference. Prior to the effective time of the Merger and during the term of the Stockholders' Agreement, the Reporting Persons will not have the sole power to vote any shares of Universal Common Stock, but may be deemed to have shared power to vote or direct the vote of up to 5,494,874 shares of Universal Common Stock that are Pre-Merger Voting Shares subject to the Stockholders' Agreement. The power to vote or direct the vote of the Pre-Merger Voting Shares is shared with those persons who are the record holders of such shares and those persons who have the right to vote such shares pursuant to voting arrangements with such persons. Prior to the effective time of the Merger and during the term of the Stockholders' Agreement, the Reporting Persons will not have the sole power to dispose of or to direct the disposition of any shares of Universal Common Stock, but may be deemed to have shared power to dispose of or to direct the disposition of up to 3,124,848 shares of Universal Common Stock that are Pre-Merger Voting Shares subject to the Stockholders' Agreement and that are owned of record by the Stockholders that are a party thereto. The power to dispose of or direct the disposition of such Pre-Merger Voting Shares is shared with the Stockholders. The information with respect to each person with whom the Reporting Persons share the power to vote or to direct the vote or to dispose or direct the disposition of shares of Universal Common Stock prior to the effective time of the Merger is based solely upon the public filings of such persons and is incorporated herein by reference to the information included in Items 2, 5, 6 and Schedule I of the Schedule 13D with respect to Universal Common Stock filed on June 9, 2000 by Castle Harlan and the other reporting persons named therein (the "Castle Harlan 13D"), which Items and Schedule are filed as Exhibit G hereto. In addition, the two Voting Trust Agreements, the Voting Agreement and the First Amendment to Voting Agreement referred to therein are filed hereto Page 11 of 20 Pages 12 as Exhibits H, I, J and K, respectively, and are incorporated herein by reference. References to the term "Shares" in Exhibit G hereto refer to shares of Universal Common Stock. After the Effective Time of the Merger and after termination of the Stockholders' Agreement, the Reporting Persons may be deemed to have the sole power to vote or direct the voting of up to 9,471,346 of the 13,750,000 shares of Universal Common Stock to be received in the Merger, which amount is equal to 33 1/3% of the shares of Universal Common Stock to be outstanding after the Merger. The Reporting Persons have agreed to vote the remainder of the 13,750,000 shares to be received in the Merger (4,278,654 shares, referred to in this Schedule 13D as the Post-Merger Voting Shares) in the same proportion as the Public Shares (as defined in the Voting Agreement) are voted, and therefore, may be deemed to share the power to vote or to direct the vote of such shares with the other holders of Public Shares. It is impracticable to provide the information required by Item 2 with respect to such stockholders. After the Effective Time of the Merger and after the termination of the Stockholders' Agreement, the Reporting Persons may be deemed to have the sole power to dispose of or direct the disposition of all 13,750,000 shares of Universal Common Stock acquired in connection with the Merger and will not share the power to dispose of or direct the disposition of such shares with any other person. (c) Not applicable. (d) The Reporting Persons do not have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Pre-Merger Voting Shares. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The responses to Item 3, Item 4, Item 5, the Merger Agreement, the Stockholders' Agreement, the Registration Rights Agreement, the Voting Agreement, the Transitional Services Agreement and the Purchase Agreement are incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following are filed herewith as exhibits to this Schedule 13D: A. Agreement and Plan of Merger, dated as of October 23, 2000, by and among Weatherford, WEUS, Enterra, Universal and Merger Subsidiary (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Universal (File No. 001-15843) and Merger Subsidiary (File No. 333-48279) filed on October 26, 2000). Page 12 of 20 Pages 13 B. Stockholders' Agreement, dated as of October 23, 2000, by and among WEUS, Universal, Castle Harlan Partners III, Castle Harlan Offshore Partners III, L.P., Castle Harlan Affiliates III, L.P. and John K. Castle. C. Form of Registration Rights Agreement between WEUS and Universal. D. Form of Voting Agreement by and among Weatherford, WEUS and Universal. E. Form of Transitional Services Agreement between Weatherford and Weatherford Global Compression Services, L.P. F. Purchase Agreement, dated as of October 23, 2000, by and among Weatherford, WEUS, Enterra, Global and GE Capital. G. Items 2, 5 and 6 and Schedule I of the Schedule 13D filed with the Securities and Exchange Commission with respect to Universal Common Stock on June 9, 2000 by Castle Harlan and the reporting persons named therein (the "Castle Harlan 13D"). H. Voting Trust Agreement, dated as of February 20, 1998 among Universal, the stockholders named therein, and John K. Castle, as voting trustee (incorporated by reference to Exhibit 1 to the Castle Harlan 13D). I. Voting Trust Agreement, dated as of December 1, 1998, among Universal, the stockholders named therein, and John K. Castle, as voting trustee (incorporated by reference to Exhibit 2 to the Castle Harlan 13D). J. Voting Agreement, dated as of February 20, 1998, among Universal, Castle Harlan Partners III and the Co-Investors named therein (incorporated by reference to Exhibit 3 to the Castle Harlan 13D). K. First Amendment to Voting Agreement, dated as of May 19, 2000, among Universal, Castle Harlan Partners III and the Co-Investors named therein (incorporated by reference to Exhibit 4 to the Castle Harlan 13D). L. Joint Filing Agreement, dated as of November 2, 2000. Page 13 of 20 Pages 14 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 2, 2000 WEATHERFORD INTERNATIONAL, INC. By: /s/ Burt M. Martin ------------------- Name: Burt M. Martin Title: Vice President - Legal WEUS HOLDING, INC. By: /s/ Burt M. Martin ------------------- Name: Burt M. Martin Title: Assistant Secretary Page 14 of 20 Pages 15 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF WEATHERFORD INTERNATIONAL, INC. The following table sets forth the name, business address and present principal occupation or employment of each director and executive officer of Weatherford. Unless otherwise indicated below, each such person is a citizen of the United States of America and is an employee of Weatherford, and the business address of each such person is c/o Weatherford International, Inc., 515 Post Oak Boulevard, Suite 600, Houston, Texas 77027. During the last five years, none of the persons listed below has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any of such persons been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Present Principal Occupation or Employment; Name Business Address - ---- ------------------------------------------- Bernard J. Duroc-Danner Chairman of the Board of Directors, President and Chief Executive Officer Donald R. Galletly Senior Vice President - Communications and Investor Relations Curtis W. Huff Chief Financial Officer, Executive Vice President, General Counsel and Secretary E. Lee Colley, III Senior Vice President and President - Artificial Lift Systems Bruce F. Longaker, Jr. Executive Vice President and President - Compression Services Jon R. Nicholson Senior Vice President - Human Resources Gary L. Warren Senior Vice President and President - Drilling & Intervention Services Mark E. Hopmann Senior Vice President and President - Completion Systems James N. Parmigiano Vice President - Operational Controller
Page 15 of 20 Pages 16
Present Principal Occupation or Employment; Name Business Address - ---- ------------------------------------------- Lisa W. Rodriguez Vice President - Accounting, Controller and Assistant Treasurer Burt M. Martin Vice President - Legal, Associate General Counsel and Assistant Secretary James M. Hudgins Tax Director and Assistant Secretary C. Paige DiMaggio Treasurer Elizabeth N. Idom Assistant Treasurer Philip Burguieres Director of Weatherford and Chief Executive Officer of EMC Holdings, LLC, a private energy investment firm 711 Louisiana, 33rd Floor Houston, Texas 77002 David J. Butters Director of Weatherford and a Managing Director of Lehman Brothers Inc., an investment banking company Lehman Brothers Inc. 3 World Financial Center 200 Vesey Street, 11th Floor New York, New York 10285 Sheldon B. Lubar Director of Weatherford and Chairman of Lubar & Co., a private investment and management company Lubar & Co. 700 North Water St., #1200 Milwaukee, Wisconsin 53202 William Macaulay Director of Weatherford and Chairman and Chief Executive Officer of First Reserve Corporation, a corporation that manages various investment company funds First Reserve Corporation 475 Steamboat Road Greenwich, Connecticut 06830
Page 16 of 20 Pages 17
Present Principal Occupation or Employment; Name Business Address - ---- ------------------------------------------- Robert B. Millard Director of Weatherford and a Managing Director of Lehman Brothers Inc., an investment banking company Lehman Brothers Inc. 3 World Financial Center 200 Vesey Street, 11th Floor New York, New York 10285 Robert K. Moses, Jr. Director of Weatherford and a private investor, principally in the oil and gas exploration and oilfield services business in Houston, Texas Black Jack Resources, Inc. 4544 Post Oak Place Dr., #320 Houston, Texas 77027 Robert A. Rayne Director of Weatherford and an Executive Director of London Merchant Securities plc, a United Kingdom-listed public limited company engaged in property investment and development with major investments in leisure enterprises London Merchant Securities plc 33 Robert Adam Street London W1M 5AH England Mr. Rayne is a citizen of the U.K.
Page 17 of 20 Pages 18 SCHEDULE II DIRECTORS AND EXECUTIVE OFFICERS OF WEUS HOLDING, INC. The following table sets forth the name, business address and present principal occupation or employment of each director and executive officer of WEUS. Unless otherwise indicated below, each such person is a citizen of the United States of America, and the business address of each such person is c/o WEUS Holding, Inc., 515 Post Oak Boulevard, Suite 600, Houston, Texas 77027. During the last five years, none of the persons listed below has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any of such persons been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Present Principal Occupation or Employment; Name Business Address - ---- ------------------------------------------- George W. Ribble President and Director of WEUS and General Manager of Weatherford U.S., L.P. Weatherford U.S., L.P. 202 Industrial Boulevard Houma, Louisiana 70363 James M. Hudgins Tax Director of WEUS and Tax Director & Assistant Secretary of Weatherford Curtis W. Huff Executive Vice President of WEUS and Chief Financial Officer, Executive Vice President, General Counsel and Secretary of Weatherford Peggy H. Matherne Secretary of WEUS and Administrative Assistant of Weatherford U.S., L.P. Weatherford U.S., L.P. 202 Industrial Boulevard Houma, Louisiana 70363 Burt M. Martin Assistant Secretary of WEUS and Vice President - Legal, Associate General Counsel and Assistant Secretary of Weatherford
Page 18 of 20 Pages 19
Present Principal Occupation or Employment; Name Business Address - ---- ------------------------------------------- Geoffrey K. Inose Director of WEUS and Tax Manager of Weatherford Canada Ltd. Weatherford Canada Ltd. 2801 - 84th Avenue Edmonton, Alberta T6P1K1 Canada Mr. Inose is a citizen of Canada.
Page 19 of 20 Pages 20 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- A. Agreement and Plan of Merger, dated as of October 23, 2000, by and among Weatherford, WEUS, Enterra, Universal and Merger Subsidiary (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Universal (File No. 001-15843) and Merger Subsidiary (File No. 333-48279) filed on October 26, 2000). B. Stockholders' Agreement, dated as of October 23, 2000, by and among WEUS, Universal, Castle Harlan Partners III, Castle Harlan Offshore Partners III, L.P., Castle Harlan Affiliates III, L.P. and John K. Castle. C. Form of Registration Rights Agreement between WEUS and Universal. D. Form of Voting Agreement by and among Weatherford, WEUS and Universal. E. Form of Transitional Services Agreement between Weatherford and Weatherford Global Compression Services, L.P. F. Purchase Agreement, dated as of October 23, 2000, by and among Weatherford, WEUS, Enterra, Global and GE Capital. G. Items 2, 5 and 6 and Schedule I of the Schedule 13D filed with the Securities and Exchange Commission with respect to Universal Common Stock on June 9, 2000 by Castle Harlan and the reporting persons named therein (the "Castle Harlan 13D"). H. Voting Trust Agreement, dated as of February 20, 1998 among Universal, the stockholders named therein, and John K. Castle, as voting trustee (incorporated by reference to Exhibit 1 to the Castle Harlan 13D). I. Voting Trust Agreement, dated as of December 1, 1998, among Universal, the stockholders named therein, and John K. Castle, as voting trustee (incorporated by reference to Exhibit 2 to the Castle Harlan 13D). J. Voting Agreement, dated as of February 20, 1998, among Universal, Castle Harlan Partners III and the Co-Investors named therein (incorporated by reference to Exhibit 3 to the Castle Harlan 13D). K. First Amendment to Voting Agreement, dated as of May 19, 2000, among Universal, Castle Harlan Partners III and the Co-Investors named therein (incorporated by reference to Exhibit 4 to the Castle Harlan 13D). L. Joint Filing Agreement, dated as of November 2, 2000.
Page 20 of 20 Pages EX-99.B 2 h81362ex99-b.txt STOCKHOLDERS' AGREEMENT - DATED OCTOBER 23, 2000 1 EXHIBIT B Stockholders' Agreement 2 EXHIBIT B STOCKHOLDERS' AGREEMENT This STOCKHOLDERS' AGREEMENT (the "Agreement"), dated as of October 23, 2000, is among WEUS Holdings, Inc., a Delaware corporation ("WEUS"), Universal Compression Holdings, Inc., a Delaware corporation ("Universal"), Castle Harlan Partners III, L.P., a Delaware limited partnership ("CHPIII"), Castle Harlan Offshore Partners III, L.P., a Delaware limited partnership ("Offshore"), Castle Harlan Affiliates III, L.P., a Delaware limited partnership ("CH Affiliates"), and John K. Castle, an individual ("Castle" and, together with CHPIII, Offshore, and CH Affiliates, the "Stockholders"). WITNESSETH: WHEREAS, WEUS owns all of the outstanding capital stock of Enterra Compression Company, a Delaware corporation (the "Company"); and WHEREAS, the Company owns a 1% general partner interest in Weatherford Enterra Compression Company, L.P., a Delaware limited partnership (the "Limited Partnership"), and Enterra Compression Investment Company, a Delaware corporation and a wholly owned subsidiary of the Company ("ECIC"), owns a 99% limited partner interest in the Limited Partnership; and WHEREAS, the Limited Partnership owns 64% of the outstanding member interests of Weatherford Global Compression Holding, L.L.C., a Delaware limited liability company (the "General Partner"); and WHEREAS, ECIC owns 64% of the outstanding capital stock of Weatherford Global Compression Services Ltd., an Alberta, Canada corporation ("WGCS"); and WHEREAS, Global Compression Services, Inc. ("GC"), an indirect wholly owned subsidiary of General Electric Capital Corporation, a New York corporation ("GE Capital"), owns the remaining (i) 36% of the outstanding capital stock of WGCS and (ii) 36% of the outstanding member interests of the General Partner; and WHEREAS, the General Partner is the sole general partner, and the Limited Partnership and GC are the sole limited partners, of Weatherford Global Compression Services, L.P., a Delaware limited partnership (the "Partnership"), and the partner interests of the General Partner, the Limited Partnership and GC as partners of the Partnership are 1%, 63.36%, and 35.64%, respectively; and WHEREAS, Weatherford (defined below), WEUS, the Company, GC, and GE Capital have entered into a Purchase Agreement (the "GC Purchase Agreement") pursuant to which the Company will purchase the interests of GC in the General Partner, the Partnership, and WGCS immediately prior to the Merger (as hereinafter defined); and 3 WHEREAS, Weatherford International, Inc., a Delaware corporation and the parent of WEUS ("Weatherford"), WEUS, the Company, Universal, and Universal Compression, Inc. ("UCI") have entered into an Agreement and Plan of Merger, dated of even date herewith (the "Merger Agreement"), pursuant to which the Company will be merged with and into UCI with UCI as the surviving corporation of the merger (the "Merger"); and WHEREAS, pursuant to the Merger, all of the outstanding capital stock of the Company owned by WEUS will be converted into the right to receive a total of 13,750,000 newly issued shares of common stock, par value $0.01 per share, of Universal ("Universal Common Stock"), subject to adjustment as provided in the Merger Agreement; and WHEREAS, the Merger is to be effected after the conditions to consummation thereof set forth in the Merger Agreement have been satisfied or waived, which conditions include, among other things, approval by Universal's stockholders of the issuance by Universal of the Universal Common Stock to be issued in the Merger, as required by the applicable rules of the New York Stock Exchange; and WHEREAS, the Stockholders (i) are the record owners of 3,124,848 shares of Universal Common Stock, (ii) have the power to vote an additional 195,497 shares of Universal Common Stock pursuant to the Voting Trust (as hereinafter defined), and (iii) have the power to cause other holders of 2,174,529 shares of Universal Common Stock to vote pursuant to the Voting Agreement (as hereinafter defined (collectively, (i), (ii), and (iii) represent 5,494,874 shares of Universal Common Stock, hereinafter referred to as the "Existing Shares"); and WHEREAS, in order to induce Weatherford, WEUS, and the Company to enter into the Merger Agreement and consummate the transactions contemplated thereby, the Stockholders are willing to enter into this Agreement in order to provide for, among other things, (i) the obligations of the Stockholders to vote, or cause the record or beneficial owner of the Shares (as defined in Section 1(a)) to vote, the Shares (other than Shares subject to unexercised options) (the "Voting Shares") in the manner specified herein and, in connection therewith, to grant a proxy with respect to the Voting Shares, and (ii) certain restrictions on the sale, conveyance, or transfer of the Shares by the Stockholders; NOW, THEREFORE, in consideration of the premises, the terms and provisions set forth herein, the mutual benefits to be gained by the performance thereof and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. Defined Terms. (a) As used herein, the terms set forth below shall have the following respective meanings: "1934 Act" means the Securities Exchange Act of 1934, as amended. -2- 4 "beneficial owner" has the meaning set forth in Rule 13d-3 under the 1934 Act, and the term "beneficial ownership" shall have a correlative meaning. "Co-Investors" shall mean those stockholders of Universal whose shares are subject to the Voting Agreement or the Voting Trust and shall include Castle Harlan Partners III, L.P., Castle Harlan Offshore Partners III, L.P., Castle Harlan Affiliates III, L.P. and their affiliates, and any person or entity whose manner of voting shares of capital stock or voting securities of Universal the Stockholders can influence or determine pursuant to a written agreement. "Shares" means the Existing Shares, together with all other shares of capital stock or voting securities of Universal of which the Stockholder (a) is a direct or indirect beneficial owner as of the date of this Agreement, (b) becomes the direct or indirect beneficial owner after the date hereof, including, but not limited to, shares or voting securities received pursuant to any stock splits, stock dividends, or distributions, shares or voting securities acquired by purchase or upon the exercise, conversion, or exchange of any option, warrant, or convertible security or otherwise, and shares or voting securities received pursuant to any change in the capital stock of Universal by reason of any recapitalization, merger, reorganization, consolidation, combination, exchange of shares, or any transaction with like purpose or effect, and (c) becomes able to vote, direct the vote of, or cause in any manner the voting of, which shares or other securities are not owned beneficially or of record solely by the Stockholders. "Voting Arrangements" means (a) those documents filed as Exhibits 1 and 2 to the Schedule 13D, dated May 30, 2000 (the "13D"), and filed with the Securities and Exchange Commission on June 9, 2000 by Castle Harlan Partners III, L.P. et al. (together, the "Voting Trust") and (b) those documents filed as Exhibits 3 and 4 to the 13D and as Exhibit 9.6 to Amendment No. 2 to the Registration Statement on Form S-1, dated May 22, 2000, (together, the "Voting Agreement"). (b) Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Merger Agreement. SECTION 2. Agreement to Vote. (a) For so long as this Agreement remains in effect (the "Term"), the Stockholders shall, and shall take any and all actions necessary to cause the Co-Investors to, at any meeting of the stockholders of Universal (including, but not limited to, the Parent Stockholders' Meeting (as defined in the Merger Agreement)), and in any action by written consent of the stockholders of Universal in lieu of a meeting, vote all of the Voting Shares (a) in favor of all matters requiring the approval of the stockholders of Universal to consummate the Merger, including, but not limited to, the issuance of the shares of Universal Common Stock pursuant to the Merger, and the other transactions contemplated by the Merger Agreement and (b) against any Takeover Proposal or any agreement, arrangement, or transaction relating to any Takeover Proposal or required in order to implement the same or any action or agreement that, directly or indirectly, is inconsistent with the Merger Agreement or the transactions contemplated thereby or that is reasonably likely (i) to impede, interfere with, delay, or postpone the Merger or the other transactions contemplated by the Merger Agreement, (ii) to result in a breach of any covenant, -3- 5 representation, warranty, or any other obligation of Universal or UCI under the Merger Agreement, or (iii) to cause any conditions to the obligations of the parties under the Merger Agreement not to be fulfilled. SECTION 3. [INTENTIONALLY OMITTED] SECTION 4. Agreement to Take Action. During the term of this Agreement, without the prior written consent of WEUS, none of the Stockholders shall agree to amend or waive any right under the Voting Arrangements and each of them shall take all actions necessary and use their best efforts to enforce the terms of such Voting Arrangements in order to effectuate the transactions contemplated by this Agreement, including, but not limited to, the delivery of specific instructions if so requested; provided however, nothing herein shall prevent any Stockholder from agreeing to transfer shares subject to an existing Voting Trust to a Voting Agreement so long as such transfer results in the Shares so transferred being Voting Shares subject to this Agreement. SECTION 5. Representations and Warranties. (a) The Stockholders hereby represent and warrant to WEUS as follows: (i) The Stockholders have all necessary power and authority to enter into and perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholders and constitutes a legal, valid, and binding obligation of each of the Stockholders, enforceable against each of the Stockholders in accordance with the terms hereof subject to (x) applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws of general application with respect to creditors, (y) general principles of equity, and (z) the power of a court to deny enforcement of remedies generally based upon public policy. (ii) The execution and delivery by the Stockholders of this Agreement, the performance by each of them of their obligations hereunder, and the consummation by them of the transactions contemplated hereby will not (i) conflict with, result in any violation or breach of, or constitute a default under, any term or provision of any note, bond, mortgage, indenture, lease, franchise, permit, license, contract, or other instrument or document to which any Stockholder is a party by which its properties or assets are bound, including, but not limited to, any of the Voting Arrangements or (ii) subject to filing of reports as may be required under Section 13(d) and Section 16 of the 1934 Act, conflict with, or result in any violation of, any law, ordinance, statute, rule, or regulation of any Governmental Entity or of any order, writ, injunction, judgment, or decree of any court, arbitrator, or Governmental Authority applicable to any of the Stockholders, or their respective properties or assets. (iii) There is no requirement applicable to any Stockholder to obtain any consent of, or to make or effect any declaration, filing, or registration with, any Governmental Authority for the valid execution and delivery by each Stockholder of this Agreement, the due performance by each of them of their respective obligations hereunder, or the lawful consummation by each of them of the transactions contemplated hereby, except for any filings -4- 6 required to be made by any Stockholder in connection with this Agreement pursuant to Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. (iv) As of the date hereof, each Stockholder is the record owner of the number of Existing Shares set forth opposite the name of such Stockholder on Exhibit A and presently has, and following the execution and delivery of the Merger Agreement by the parties thereto, will continue to have, the power and right to vote all of the Existing Shares, including, but not limited to, in each case, the power and right to vote all of the Existing Shares with respect to the proposals to be presented at the Parent Stockholders' Meeting relating to the issuance of the shares of Universal Common Stock in connection with the Merger, except as the right to vote shares subject to the Voting Arrangements may expire upon the transfer thereof. Nothing herein shall restrict the right of any Stockholder to transfer any Voting Shares so long as the transferee agrees to be bound by the terms of this Agreement and executes and delivers a copy of this Agreement as a condition to such transfer. The Existing Shares set forth opposite the name of the Stockholder on such exhibit are the only shares of capital stock or voting securities of Universal of which the Stockholder is the record owner. Except as described on Exhibit A, the Shares held of record by each Stockholder are, or, if acquired after the date hereof, will be, owned by the Stockholder free and clear of all liens, claims, charges, and encumbrances, except for those provided for under the express terms of this Agreement, the Voting Arrangements, and the Merger Agreement. The Stockholders have not entered into any voting trust or other agreement with respect to any of the Shares other than the Voting Arrangements and this Agreement and has not appointed or granted any proxy, unless such appointment or grant is no longer effective, with respect to any of the Shares. (v) The Voting Agreements and the Voting Trust have been duly authorized, executed, and delivered by each of the Stockholders that is a party thereto and constitute valid and binding obligations of each such Stockholder, enforceable against each of them in accordance with its terms, subject to (x) applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws of general application with respect to creditors, (y) general principles of equity, and (z) the power of a court to deny enforcement of remedies generally based upon public policy. (vi) There is no suit, action, investigation, or proceeding pending or, to the knowledge of any of the Stockholders, threatened against any Stockholder at law or in equity before or by any Governmental Authority that could impair the ability of any Stockholder to perform its obligations hereunder on a timely basis, and there is no agreement, commitment or, to the Knowledge of such Stockholder, law to which any Stockholder is subject that could impair the ability of any Stockholder to perform its obligations hereunder on a timely basis. (b) Universal hereby represents and warrants to WEUS and further covenants as follows: (i) Universal has all necessary corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Universal and constitutes a legal, valid, and binding obligation of Universal, enforceable against Universal in accordance -5- 7 with the terms hereof subject to (x) applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws of general application with respect to creditors, (y) general principles of equity, and (z) the power of a court to deny enforcement of remedies generally based upon public policy. (ii) The execution and delivery by Universal of this Agreement, the performance by it of its obligations hereunder, and the consummation by it of the transactions contemplated hereby will not (i) conflict with, result in any violation or breach of, or constitute a default under, any term or provision of any note, bond, mortgage, indenture, lease, franchise, permit, license, contract, or other instrument or document to which Universal is a party or by which its properties or assets are bound or (ii) conflict with, or result in any violation of, any law, ordinance, statute, rule, or regulation of any Governmental Authority or of any order, writ, injunction, judgment, or decree of any court, arbitrator, or Governmental Authority applicable to Universal or its properties or assets. (iii) There is no requirement applicable to Universal to obtain any consent of, or to make or effect any declaration, filing, or registration with, any Governmental Authority for the valid execution and delivery by Universal of this Agreement, the due performance by it of its obligations hereunder, or the lawful consummation by it of the transactions contemplated hereby. (iv) All of the Existing Shares have been duly authorized and validly issued and are fully paid and non-assessable. (v) Universal will not, and will cause its stock transfer agent not to, register the transfer of any of the Shares of the Stockholders on the stock transfer ledger of Universal at any time prior to the termination of this Agreement pursuant to Section 14 unless the transferee agrees to be bound by the terms of this Agreement and executes and delivers a copy of this Agreement as a condition to such transfer. SECTION 6. No Encumbrances on or Transfer of Shares. Except pursuant to the terms of this Agreement or the Merger Agreement, for so long as this Agreement remains in effect, none of the Stockholders shall directly or indirectly sell, convey, or transfer record or beneficial ownership of any Shares, including the right to vote, cause the voting of, or influence the manner in which are voted, the Voting Shares, by any means whatsoever to any person or entity, without the prior written consent of WEUS unless such transferee agrees to be bound by the terms hereof and executes and delivers this agreement to WEUS. Without limiting the generality of the foregoing, for so long as this Agreement remains in effect, none of the Stockholders shall, directly or indirectly, (i) except pursuant to the terms of this Agreement, grant any proxy or enter into any voting trust or other agreement or arrangement with respect to the Shares or (ii) except pursuant to the terms of the Merger Agreement and unless such transferee agrees to be bound by the terms hereof and executes and delivers this agreement to WEUS, sell, assign, transfer, encumber, or otherwise dispose of, or enter into any contract, option, or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance, or other disposition of, any Shares, in each case without the prior written consent of WEUS. If requested by WEUS, the Stockholders shall cause an appropriate legend referring to the restrictions provided for in this Section 6 to be placed on the certificates evidencing the Shares. -6- 8 SECTION 7. No Solicitation. For so long as this Agreement remains in effect, and subject to Section 14 hereof, none of the Stockholders shall, and none of them shall permit any affiliates or, if applicable, any director, officer, employee, consultant, agent, advisor, or representative of any of them or any of their affiliates to, take or participate in any actions that, if taken by Universal, would be prohibited under the terms of Section 6.13 of the Merger Agreement. SECTION 8. Additional Shares. For so long as this Agreement remains in effect, each Stockholder shall notify WEUS promptly of the number of any additional shares of Universal Common Stock and the number and type of any other Shares acquired by such Stockholder, if any, after the date hereof. SECTION 9. Best Efforts. Each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws and regulations and which may be required under any agreements, contracts, commitments, instruments, understandings, arrangements, or restrictions of any kind to which it is a party or by which it is or may be bound, in order to effectuate the transactions contemplated by this Agreement, to obtain all necessary waivers, consents, and approvals from, and effect all necessary registrations and filings with, any Governmental Authority, and to rectify any event or circumstances which could impede the effectuation of the transactions contemplated hereby; provided, however, that Universal shall only be required to use its reasonable best efforts to take such actions or do such things in pursuant to Section 5(b)(v) hereof. SECTION 10. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to any principles of conflicts of laws that would result in the application of the laws of any other jurisdiction. SECTION 11. Severability. If any provision contained herein shall be held to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of any such provision in every other respect and the validity, legality, and enforceability of the remaining provisions contained in this Agreement shall not be in any way impaired thereby. Upon a determination that any term or other provision is invalid, illegal, or unenforceable, such term or provision shall be modified, without any further action by any of the parties, so as to effect the original intent of the parties as closely as possible in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible. SECTION 12. Expenses. All fees and expenses incurred by any of the parties hereto in connection with this Agreement or any of the transactions contemplated hereby shall be borne and paid solely by the party incurring such fees and expenses. SECTION 13. Further Assurances. Each Stockholder shall execute and deliver, or cause to be executed and delivered, at the expense of WEUS, all such other and further documents and instruments and take all such further actions as may be reasonably necessary in order to effectuate the transactions contemplated by this Agreement. -7- 9 SECTION 14. Action in Stockholder Capacity Only. It is expressly understood and agreed that each Stockholder makes no agreement or understanding under this Agreement in its, his or her capacity as a director of Universal. Each Stockholder is entering into this Agreement solely in its, his or her capacity as a record and beneficial owner of Shares, and nothing contained herein shall limit or affect, or impose any obligations with respect to, any actions taken by the Stockholder in its, his or her capacity as a director of Universal. SECTION 15. Termination. This Agreement shall terminate and be of no further force or effect (a) by the written mutual consent of all the parties hereto or (b) automatically and without any required action by the parties on the earliest of (i) the Effective Time of the Merger, (ii) the date upon which the Merger Agreement has been terminated, or (iii) April 1, 2001. In addition, any Stockholder may terminate this Agreement if Weatherford, WEUS, or the Company breaches any representation, warranty, covenant or other agreement contained in the Merger Agreement that (A) would give rise to the failure of Weatherford, WEUS, or the Company to satisfy any condition set forth in Section 8.2(a) thereof, and (B) cannot be or has not been cured within 45 days after the giving of written notice to Weatherford, WEUS, or the Company of such breach (a "Material Breach") (provided that such Stockholder is not then in breach in any material respect of any obligation, covenant, or other agreement contained in this Agreement or in Material Breach of any representation or warranty contained in this Agreement. If, however, the Parent Stockholders' Meeting is scheduled to occur after the giving of notice of a Material Breach but before (i) the determination that such breach cannot be cured or (ii) expiration of the 45-day cure period, as applicable (the dates in (i) and (ii), the "Cure Deadline"), if necessary Universal will adjourn the Parent Stockholders' Meeting for such time as may be necessary so that such meeting shall not occur prior to the applicable Cure Deadline. SECTION 16. Notices. All notices and other communications hereunder shall be in writing and shall be given by delivery in person, by registered or certified mail (return receipt requested and with postage prepaid thereon) or by cable, telex, or facsimile transmission to (i) in the case of WEUS, the address set forth in Section 12.5 of the Merger Agreement and (ii) in the case of each Stockholder, the address set forth in Exhibit A hereto (or at such other address as any party shall have furnished to the others in accordance with the terms of this Section 16). All notices and other communications hereunder that are addressed as provided in or pursuant to this Section 16 shall be deemed duly and validly given (a) if delivered in person, upon delivery, (b) if delivered by registered or certified mail (return receipt requested and with postage paid thereon), 72 hours after being placed in a depository of the United States mails, and (c) if delivered by facsimile transmission, upon transmission thereof and receipt of the appropriate answerback or confirmation. SECTION 17. Amendment; Waiver. The terms and provisions of this Agreement may be modified or amended only by a written instrument executed by each of the parties hereto, and compliance with any term or provision hereof may be waived only by a written instrument executed by each party entitled to the benefits of the same. No failure to exercise any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege granted hereunder. -8- 10 SECTION 18. Entire Agreement. This Agreement (including the Exhibit hereto) constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior written or oral agreements and understandings and all contemporaneous oral agreements and understandings among the parties or any of them with respect to the subject matter hereof. SECTION 19. Parties in Interest; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns (it being understood and agreed that nothing contained in this Agreement is intended to confer any rights, benefits, or remedies of any kind or character on any other person under or by reason of this Agreement). No party may delegate any of its obligations or assign or otherwise transfer any its rights under this Agreement without the prior written consent of each of the other parties. Any attempted or purported assignment, delegation, or other transfer by any party in violation of this Section 19 shall be null and void. SECTION 20. Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by any of the Stockholders in accordance with the terms hereof. Accordingly, the parties agree that WEUS shall be entitled to injunctive relief to prevent breaches of the terms of this Agreement and to specific performance of the terms hereof, in addition to any other remedy now or hereafter available at law or in equity, or otherwise. SECTION 21. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. -9- 11 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. WEUS Holdings, Inc. By: /s/ Curtis W. Huff --------------------------- Name: Curtis W. Huff Title: Executive Vice President Universal Compression Holdings, Inc. By: /s/ Ernie L. Danner --------------------------- Name: Ernie L. Danner Title: Executive Vice President Castle Harlan Partners III, L.P. By: Castle Harlan, Inc., its investment manager By: /s/ John K. Castle -------------------------- Name: John K. Castle Title: Castle Harlan Offshore Partners III, LP By: Castle Harlan, Inc., its investment manager By: /s/ John K. Castle -------------------------- Name: John K. Castle Title: Castle Harlan Affiliates, L.P. By: Castle Harlan, Inc., its investment manager By: /s/ John K. Castle -------------------------- Name: John K. Castle Title: Castle Harlan Associates III, L.P. By: Castle Harlan Partners, III, G.P., Inc., its general partner By: /s/ John K. Castle -------------------------- Name: John K. Castle Title: John K. Castle By: /s/ John K. Castle ---------------------------- In his capacity as Trustee for the First Voting Trust and the Second Voting Trust /s/ John K. Castle ------------------------- John K. Castle -10- 12 EXHIBIT A EXISTING SHARES OWNED BY THE STOCKHOLDERS
NUMBER NUMBER OF SHARES NAME AND NAME AND ADDRESS OF SHARES PLEDGED ADDRESS OF PLEDGEE ---------------- --------- ---------------- ------------------ STOCKHOLDERS: Castle Harlan Partners III, L.P. 2,936,718 2,936,718 WEUS Holding, Inc. c/o Castle Harlan, Inc. 515 Post Oak Park, Suite 600 150 East 58th Street, 37th Floor Houston, Texas 77027-3415 New York, NY 10155 Castle Harlan Offshore Partners III, L.P. 48,142 48,142 WEUS Holding, Inc. c/o Castle Harlan, Inc. 515 Post Oak Park, Suite 600 150 East 58th Street, 37th Floor Houston, Texas 77027-3415 New York, NY 10155 Castle Harlan Affiliates III, L.P. 49,079 49,079 WEUS Holding, Inc. c/o Castle Harlan, Inc. 515 Post Oak Park, Suite 600 150 East 58th Street, 37th Floor Houston, Texas 77027-3415 New York, NY 10155 John K. Castle 90,909 90,909 WEUS Holding, Inc. c/o Castle Harlan, Inc. 515 Post Oak Park, Suite 600 150 East 58th Street, 37th Floor Houston, Texas 77027-3415 New York, NY 10155 VOTING TRUST: Branford Castle Holding, Inc. 19,449 19,449 WEUS Holding, Inc. c/o Castle Harlan, Inc. 515 Post Oak Park, Suite 600 150 East 58th Street, 37th Floor Houston, Texas 77027-3415 New York, NY 10155 Frogmore Forum Family Fund, LLC 11,177 11,177 WEUS Holding, Inc. c/o Castle Harlan, Inc. 515 Post Oak Park, Suite 600 150 East 58th Street, 37th Floor Houston, Texas 77027-3415 New York, NY 10155 Samuel Urcis 80,417 80,417 WEUS Holding, Inc. 1160 Marilyn Drive 515 Post Oak Park, Suite 600 Beverly Hills, CA 90210 Houston, Texas 77027-3415 William M. Pruellage 167 167 WEUS Holding, Inc. c/o Castle Harlan, Inc. 515 Post Oak Park, Suite 600 150 East 58th Street, 37th Floor Houston, Texas 77027-3415 New York, NY 10155
A-1 13
NUMBER NUMBER OF SHARES NAME AND NAME AND ADDRESS OF SHARES PLEDGED ADDRESS OF PLEDGEE ---------------- --------- ---------------- ------------------ Howard Weiss 1,337 1,337 WEUS Holding, Inc. c/o Castle Harlan, Inc. 515 Post Oak Park, Suite 600 150 East 58th Street, 37th Floor Houston, Texas 77027-3415 New York, NY 10155 Marc A. Weiss 1994 Trust 334 334 WEUS Holding, Inc. c/o Castle Harlan, Inc. 515 Post Oak Park, Suite 600 150 East 58th Street, 37th Floor Houston, Texas 77027-3415 New York, NY 10155 Michael D. Weiss 1994 Trust 334 334 WEUS Holding, Inc. c/o Castle Harlan, Inc. 515 Post Oak Park, Suite 600 150 East 58th Street, 37th Floor Houston, Texas 77027-3415 New York, NY 10155 William J. Lovejoy 334 334 WEUS Holding, Inc. c/o Castle Harlan, Inc. 515 Post Oak Park, Suite 600 150 East 58th Street, 37th Floor Houston, Texas 77027-3415 New York, NY 10155 Marcel Fournier 1,337 1,337 WEUS Holding, Inc. c/o Castle Harlan, Inc. 515 Post Oak Park, Suite 600 150 East 58th Street, 37th Floor Houston, Texas 77027-3415 New York, NY 10155 Jeffrey M. Siegal 3,344 3,344 WEUS Holding, Inc. c/o Castle Harlan, Inc. 515 Post Oak Park, Suite 600 150 East 58th Street, 37th Floor Houston, Texas 77027-3415 New York, NY 10155 David H. Chow 10,035 10,035 WEUS Holding, Inc. c/o Castle Harlan, Inc. 515 Post Oak Park, Suite 600 150 East 58th Street, 37th Floor Houston, Texas 77027-3415 New York, NY 10155 Sylvia B. Rosen 334 334 WEUS Holding, Inc. c/o Castle Harlan, Inc. 515 Post Oak Park, Suite 600 150 East 58th Street, 37th Floor Houston, Texas 77027-3415 New York, NY 10155 John Peter Laborde 33,453 33,453 WEUS Holding, Inc. 601 Poydras Street, Suite 1637 515 Post Oak Park, Suite 600 New Orleans, LA 70136 Houston, Texas 77027-3415 John Tracy Laborde 6,689 6,689 WEUS Holding, Inc. c/o John Peter Laborde 515 Post Oak Park, Suite 600 601 Poydras Street, Suite 1637 Houston, Texas 77027-3415 New Orleans, LA 70136
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NUMBER NUMBER OF SHARES NAME AND NAME AND ADDRESS OF SHARES PLEDGED ADDRESS OF PLEDGEE ---------------- --------- ---------------- ------------------ Cliffe Floyd Laborde 6,689 6,689 WEUS Holding, Inc. c/o John Peter Laborde 515 Post Oak Park, Suite 600 601 Poydras Street, Suite 1637 Houston, Texas 77027-3415 New Orleans, LA 70136 Gary Lee Laborde 6,689 6,689 WEUS Holding, Inc. c/o John Peter Laborde 515 Post Oak Park, Suite 600 601 Poydras Street, Suite 1637 Houston, Texas 77027-3415 New Orleans, LA 70136 John Peter Laborde, Jr. 6,689 6,689 WEUS Holding, Inc. c/o John Peter Laborde 515 Post Oak Park, Suite 600 601 Poydras Street, Suite 1637 Houston, Texas 77027-3415 New Orleans, LA 70136 Marion Adrianne Laborde Parsons 6,689 6,689 WEUS Holding, Inc. c/o John Peter Laborde 515 Post Oak Park, Suite 600 601 Poydras Street, Suite 1637 Houston, Texas 77027-3415 New Orleans, LA 70136 VOTING AGREEMENT: Bell Atlantic Master Trust 535,269 535,269 WEUS Holding, Inc. c/o Bell Atlantic Management Company 515 Post Oak Park, Suite 600 200 Park Avenue Houston, Texas 77027-3415 New York, NY 10166 Mellon Bank, N.A. Trustee of Bell Atlantic Master Trust One Mellon Bank Center Pittsburgh, PA 15248-0001 First Union Capital Partners, Inc. 535,269 535,269 WEUS Holding, Inc. One First Union Center 515 Post Oak Park, Suite 600 301 South College Street, 5th Floor Houston, Texas 77027-3415 Charlotte, NC 28288-0732 DB Capital Partners SBIC, L.P. 535,269 535,269 WEUS Holding, Inc. Mail Stop 2255 515 Post Oak Park, Suite 600 130 Liberty Street Houston, Texas 77027-3415 New York, NY 10006
A-3 15
NUMBER NUMBER OF SHARES NAME AND NAME AND ADDRESS OF SHARES PLEDGED ADDRESS OF PLEDGEE ---------------- --------- ---------------- ------------------ Du Pont Pension Trust 535,269 535,269 WEUS Holding, Inc. c/o Du Pont Capital Management Corp. 515 Post Oak Park, Suite 600 Delaware Corporate Center Houston, Texas 77027-3415 One Righter Parkway Wilmington, DE 19803 Brown University Third Century Fund 33,453 33,453 WEUS Holding, Inc. Attn: Christopher Longee 515 Post Oak Park, Suite 600 164 Angell Street Houston, Texas 77027-3415 Box C Providence, RI 02912 Grand Total: 5,494,874 5,494,874
A-4 EX-99.C 3 h81362ex99-c.txt FORM OF REGISTRATION RIGHT AGREEMENT 1 EXHIBIT C Form of Registration Rights Agreement 2 EXHIBIT C REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of _____________, ____, is by and between WEUS Holding, Inc. ("WEUS") and Universal Compression Holdings, Inc., a Delaware corporation ("Parent"). Certain capitalized terms used herein are defined in Section 6 below. Capitalized terms not otherwise defined herein have the meaning ascribed to them in the Merger Agreement (as hereinafter defined). RECITALS: WHEREAS, Weatherford International, Inc., a Delaware corporation and the parent of WEUS ("Weatherford"), WEUS, Enterra Compression Company, a Delaware corporation and a wholly owned subsidiary of WEUS (the "Company"), Parent and Universal Compression, Inc., a Texas corporation and a wholly owned subsidiary of Parent ("Merger Subsidiary"), have entered into an Agreement and Plan of Merger, dated as of October 23, 2000 (the "Merger Agreement"), that provides, subject to the terms and conditions thereof, for the merger (the "Merger") of the Company with and into Merger Subsidiary; WHEREAS, as consideration to be paid in the Merger, WEUS will acquire 13,750,000 shares (the "Acquired Shares") of Common Stock, par value $.01 per share, of Parent (the "Common Stock"); and WHEREAS, in order to induce Weatherford and WEUS to enter into the Merger Agreement, Parent has agreed to provide certain registration rights on the terms and subject to the conditions set forth herein; NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows: Section 1. Registration Under The Securities Act. 1.1 Demand Registrations. (a) Requests for Registration. Subject to Section 1.1(b) hereof, WEUS may at any time request registration under the Securities Act of all or any portion of its Registrable Securities on Form S-l or, if available, on Form S-2 or S-3, or any similar short-form registration. All registrations requested pursuant to this Section l.1(a) are referred to herein as "Demand Registrations." Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered; provided, however, that a request for an offering shall not qualify for a Demand Registration unless the market value of the Registrable Securities to be included is at least $5 million in the case of a non-underwritten offering and $20 million in the case of an underwritten offering. Following receipt of the request from WEUS for a Demand Registration, Parent will file a registration statement on the appropriate form to cover the Registrable Securities to be included. 3 (b) Determination of Demand Registration. WEUS shall be entitled to receive three Demand Registrations. A registration shall not count as one of the Demand Registrations until it has become effective (unless such Demand Registration has not become effective due solely to the fault of WEUS), and unless at least 75% of the Registrable Securities requested to be included in such registration are registered; provided, however, that if, after such registration has become effective, the offering of the Registrable Securities included therein is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the "SEC") or other governmental agency or court, such registration will be deemed not to have been effective (and it shall not count as one of the three Demand Registrations); and provided further that in any event Parent shall pay all Registration Expenses in connection with any registration initiated as a Demand Registration whether or not it has become effective. (c) Priority on Demand Registrations. Parent shall not include in any Demand Registration any securities other than the Registrable Securities without the prior written consent of WEUS. If a Demand Registration is an underwritten offering and the managing underwriters advise Parent and WEUS in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, Parent shall include in such registration prior to the inclusion of any securities which are not Registrable Securities such Registrable Securities requested to be included by WEUS which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering. (d) Restrictions on Demand Registrations. Parent shall not be obligated to effect any Demand Registration within 180 days after the effective date of a previous Demand Registration. Parent may postpone for up to 180 consecutive days in any two-year period the filing or the effectiveness of a registration statement for a Demand Registration if Parent determines that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by Parent or any of its Subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization, or similar transaction; provided that in such event, WEUS shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and Parent shall pay all Registration Expenses in connection with such registration. (e) Selection of Underwriters. WEUS shall select the investment banker(s) and manager(s) to administer each Demand Registration, which banker(s) or manager(s), to the extent that Parent will sell securities therein, shall be subject to the reasonable approval of Parent. 1.2. Piggyback Registrations. (a) Right to Piggyback. Whenever Parent proposes to register any of its securities under the Securities Act (whether or not such registration relates to a primary offering of securities by Parent or a secondary sale of securities by a selling securityholder) and the registration form to be used may be used for the registration of Registrable Securities (a 2 4 "Piggyback Registration"), Parent shall give prompt written notice to WEUS of its intention to effect such a registration and shall include, subject to Sections 1.2(b) and 1.2(c), in such registration all Registrable Securities with respect to which Parent has received a written request for inclusion therein within twenty (20) days after Parent's notice, provided that the foregoing shall not apply to a registration on Form S-4 or S-8 or an effective registration statement as of the date of this Agreement. (b) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of Parent, and the managing underwriters advise Parent and WEUS in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, Parent shall include in such registration (i) first, the securities Parent proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata with holders entitled to registration rights under the Registration Rights Agreement, dated as of February 20, 1998, by and among Parent, Castle Harlan Partners III, L.P. and the other persons or entities signatory thereto, and (iii) third, other securities requested to be included in such registration, pro rata among other holders of such securities. (c) Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders (other than WEUS) of Parent securities, and the managing underwriters advise Parent and WEUS in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, Parent shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the securities Parent proposes to sell, (iii) third, the Registrable Securities requested to be included in such registration, pro rata with holders entitled to registration rights under the Registration Rights Agreement, dated as of February 20, 1998, by and among Parent, Castle Harlan Partners III, L.P. and the other persons or entities signatory thereto, and (iv) fourth, other securities requested to be included in such registration, pro rata among other holders of such securities. (d) Selection of Underwriters. Parent shall select the investment banker(s) and manager(s) to administer each Piggyback Registration. 1.3 Registration Procedures. Whenever WEUS has requested that any Registrable Securities be registered pursuant to this Agreement, Parent shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto Parent shall as expeditiously as possible: (a) promptly prepare and file with the SEC a registration statement with respect to such Registrable Securities (and any amendment, including any post-effective amendment, to such registration statement Parent deems to be necessary) and use its reasonable best efforts to cause such registration statement to become effective and to comply with the provisions of the Securities Act applicable to it (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, Parent shall furnish to counsel for WEUS copies of all such documents proposed to be filed so as to provide WEUS and 3 5 its counsel a reasonable opportunity to review and comment on such documents, and such documents shall be subject to the review and comment of WEUS and its counsel); (b) furnish to WEUS such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as WEUS may reasonably request in order to facilitate the disposition of the Registrable Securities owned by WEUS (including, without limitation, the documentation referred to in Section 1.3(o) below); (c) make such filings of the preliminary and final prospectus, and any amended or supplemented prospectus, as may be required under Rule 424 and keep the registration statement with respect to such Registrable Securities continuously effective in order to permit the prospectus forming a part thereof to be usable for the offer and sale of the Registrable Securities for a period of time not less than the earlier of: (i) 180 days after the date such registration statement is declared effective; and (ii) the date that all of the Registrable Securities covered by such registration statement have been sold pursuant to such registration statement; (d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as WEUS (or any other holder whose securities are undivided in a registration statement on which Registrable Securities are requested) reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable WEUS to consummate the disposition in such jurisdictions of the Registrable Securities owned by WEUS (provided that Parent shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction); (e) notify WEUS and any underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act (i) when a registration statement or any post-effective amendment has become effective under the Securities Act, (ii) of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and, at the request of WEUS, Parent shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (iii) of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any of the Registrable Securities included in such registration statement for sale in any jurisdiction; (f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on a securities exchange or on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its reasonable best efforts to secure designation of all 4 6 such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable Securities; (g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; (h) enter into such customary agreements (including underwriting agreements in customary form and with customary provisions relating to indemnification from Parent and WEUS) and take all such other actions as WEUS or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including effecting a stock split or a combination of shares); (i) make available for inspection by WEUS, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by WEUS or any such underwriter, all financial and other records, pertinent corporate documents, and properties of Parent, and cause Parent's officers, directors, employees, and independent accountants to supply all information reasonably requested by WEUS and any such underwriter, attorney, accountant, or agent in connection with such registration statement; (j) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of Parent's first full fiscal quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (k) permit WEUS, if WEUS is an underwriter or controlling person of Parent, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to Parent in writing, which in the reasonable judgment of WEUS and its counsel should be included; (l) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such registration statement for sale in any jurisdiction, Parent shall use its reasonable best efforts promptly to obtain the withdrawal of such order and shall prepare and file an amended or supplemented prospectus, if required; (m) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable WEUS and the underwriters, if any to consummate the disposition of such Registrable Securities; (n) obtain a cold comfort letter addressed to Parent, WEUS, and the underwriters from Parent's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters; 5 7 (o) use reasonable efforts to cause certificates for the Registrable Securities covered by such registration statement to be delivered by WEUS to the underwriters in such denominations and registered in such names as the underwriters may request; and (p) in the case of a Demand Registration which is an underwritten offering, participate in customary "roadshow" and similar marketing presentations as reasonably requested by the underwriters. Section 2. Holdback Agreements. 2.1 WEUS hereby agrees to not effect any public sale or distribution (including sales pursuant to Rule 144 other than Rule 144(k)) of equity securities of Parent, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90-day period beginning on the effective date of any underwritten registered public offering of equity securities of Parent or securities convertible or exchangeable into or exercisable for equity securities of Parent (except as part of such underwritten registration), unless the underwriters managing the registered public offering otherwise agree, and WEUS will deliver an undertaking to the managing underwriters (if requested) consistent with this covenant. WEUS shall not be obligated to comply the provisions of this Section 2.1 more than two times in any 12-month period. 2.2 Parent (i) shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 90-day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-4 or S-8 or any successor forms), unless the underwriters managing the registered public offering otherwise agree, and (ii) shall use reasonable efforts to cause each holder of at least 5% of the outstanding Common Stock purchased from Parent at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144 other than Rule 144(k)) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree. Parent shall not be obligated to comply the provisions of this Section 2.2 more than two times in any 12-month period. Section 3. Registration Expenses. 3.1 All Registration Expenses shall be borne by Parent. Also, Parent shall be responsible for its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual or special audit or quarterly review, the expense of any liability insurance, and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by Parent are then listed or on the NASD automated quotation system. 3.2 In connection with each Demand Registration and each Piggyback Registration, Parent shall reimburse WEUS for the reasonable fees and disbursements of its counsel. 6 8 Section 4. Indemnification. 4.1 Parent agrees to indemnify, to the extent permitted by law, WEUS, its officers and directors and each Person who controls WEUS (within the meaning of the Securities Act) against all losses, claims, damages, liabilities, and expenses caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to Parent by WEUS expressly for use therein or by WEUS's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after Parent has furnished WEUS with a sufficient number of copies of the same. In connection with an underwritten offering, Parent shall indemnify the underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of WEUS. 4.2 In connection with any registration statement in which WEUS is participating, WEUS shall furnish to Parent in writing such information as Parent reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify Parent, its directors and officers, and each Person who controls Parent (within the meaning of the Securities Act) against any losses, claims, damages, liabilities, and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus, or preliminary prospectus, or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that any information or affidavit so furnished in writing by WEUS contains such untrue statement or omits a material fact required to be stated therein necessary to make the statements therein not misleading; provided that the obligation to indemnify shall be limited to the net amount of proceeds received by WEUS from the sale of Registrable Securities pursuant to such registration statement. 4.3 Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person's right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (in addition to local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. 4.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any 7 9 officer, director, or controlling Person of such indemnified party and shall survive the transfer of securities. If the indemnification provided under Section 4.1 or Section 4.2 this Agreement (other than as it relates to underwriters) is for any reason unavailable to, or insufficient to hold harmless, an indemnified party, then each indemnifying party shall contribute to the amount paid or payable to the indemnified party or parties an amount that is proportionate to reflect the relative fault of such indemnifying party on the one hand and the indemnified party or parties on the other. Section 5. Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any customary underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (which shall be on the same terms for all holders of securities participating in such registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents customarily required under the terms of such underwriting arrangements. Section 6. Definitions. "Person" means any individual, firm, partnership, corporation, trust, joint venture, limited liability company, association, joint stock company, unincorporated organization, or any other entity or organization, including a governmental entity or any department, agency, or political subdivision thereof. "Public Sale" means any sale of equity interests of Parent to the public pursuant to an offering registered under the Securities Act or to the public through a broker, dealer, or market maker pursuant to the provisions of Rule 144 adopted under the Securities Act. "Registrable Securities" means (i) the Acquired Shares, (ii) any other shares of Common Stock issued as a dividend or other distribution on or as a result of a subdivision, combination, or reclassification of any such shares of Common Stock; (iii) any other shares of Common Stock acquired by WEUS at any time; and (iv) any Common Stock issued to WEUS in any merger, consolidation, or business combination involving Parent. "Registration Expenses" means all expenses incident to Parent's performance of or compliance with this Agreement, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, fees with respect to filings required to be made with the NASD, roadshow expenses, printing expenses, messenger and delivery and mailing expenses, fees and disbursements of custodians, and fees and disbursements of counsel for Parent and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by Parent, and such other expenses payable by Parent as provided herein. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any successor statute. 8 10 "Subsidiary" means, with respect to any Person, any company, partnership, limited liability company, association, or other business entity of which at the time of such determination (i) if a company, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association, or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, limited liability company, association, or other business entity if such Person or Persons shall be allocated a majority of partnership, limited liability company, association, or other business entity gains or losses or shall be or control any managing director or general partner of such partnership, limited liability company, association, or other business entity. Section 7. Miscellaneous. 7.1 No Inconsistent Agreements. Parent shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to WEUS in this Agreement. Parent shall also not grant more favorable registration rights to any party than those granted to WEUS in this Agreement. At the date hereof, Parent is not party to any registration rights agreement (other than this Agreement and the Registration Rights Agreement, dated February 28, 2000, among Parent and the co-investors party thereto, and the accessions to such agreement by Messrs. Banner and Fitzgerald and the Registration Agreement, dated September 15, 2000, among Parent, The Reuben James Helton Trust dated January 24, 2000, and Michael Pahl) relating to the capital stock of Parent. 7.2 Adjustments Affecting Registrable Securities. Parent shall not take any action, or permit any change to occur, with respect to its securities which would materially and adversely affect the ability of WEUS to include such Registrable Securities in a registration undertaken pursuant to this Agreement or which would materially and adversely affect the marketability of such Registrable Securities in any such registration (including, without, effecting a stock split or a combination of shares). 7.3 Specific Performance. The parties hereto acknowledge and agree that in the event of any breach of this Agreement, the non-breaching parties 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 Texas or the United States District Court for the Southern District of Texas, 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. 7.4 Amendments and Waivers. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and 9 11 shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. No modification, amendment, or waiver of any provision of this Agreement shall be effective against Parent or WEUS except by a written agreement signed by Parent and WEUS. 7.5 Successors and Assigns. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not including, without limitation, any Person which is the successor to Parent or an affiliate of WEUS, it being understood that WEUS shall have the right to assign any of its rights in whole or in part, hereunder to any Person. 7.6 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. 7.7 Entire Agreement. Except as otherwise expressly set forth herein, this document embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements, or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. 7.8 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. 7.9 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. 7.10 Governing Law; Consent of Jurisdiction; Waiver of Jury Trial. This Registration Rights 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, except to the extent that the laws of Delaware regulate Parent's issuance of securities. The parties hereto hereby agree that all actions or proceedings arising directly or indirectly from or in connection with this Registration Rights Agreement shall be litigated only in the Supreme Court of the State of Texas or the United States District Court for the Southern District of Texas. To the extent permitted by applicable law, the parties hereto consent to the jurisdiction and venue of the foregoing courts and consent that any process or notice of motion or other application to either of said courts or a judge thereof may be served inside or outside the State of New York or the Southern District of New York by registered mail, return receipt requested, directed to such party at its address set forth in this Registration Rights Agreement (and service so made shall be deemed complete five (5) days after the same has been posted as aforesaid) or by personal service or in such other manner as may be permissible under 10 12 the rules of said courts. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Registration Rights Agreement. 7.11 Notices. Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered personally, telecopied with confirmed receipt, sent by certified, registered, or express mail, postage prepaid, or sent by a national next-day delivery service. Such notice or other communication shall be sent to WEUS at the address indicated below or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party and shall be deemed given when so delivered personally or telecopied, or if mailed, 5 days after the date of mailing, or, if by national next-day delivery service, on the day after delivery to such service. IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement on the day and year first above written. WEUS HOLDING, INC. By: ---------------------------------------- Name: Title: Address: 515 Post Oak Park, Suite 600 Houston, Texas 77027 Attn: Curtis W. Huff UNIVERSAL COMPRESSION HOLDINGS, INC. By: ---------------------------------------- Name: Title: Address: 4430 Brittmoore Road Houston, Texas 77041 Attn: Ernie L. Danner 11 EX-99.D 4 h81362ex99-d.txt FORM OF VOTING AGREEMENT 1 EXHIBIT D Form of Voting Agreement 2 EXHIBIT D VOTING AGREEMENT This VOTING AGREEMENT (the "Agreement"), dated as of ____________, 2000, is among Weatherford International, Inc., a Delaware corporation ("Weatherford"), WEUS Holding, Inc., a Delaware corporation (the "Stockholder"), and Universal Compression Holdings, Inc., a Delaware corporation ("Universal"). WITNESSETH: WHEREAS, as a result of the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated October 23, 2000 (the "Merger Agreement"), pursuant to which Enterra Compression Company, a Delaware corporation, will be merged with and into Universal Compression, Inc., a Texas corporation and a wholly owned subsidiary of Universal ("UCI"), Stockholder (directly or through one or more of its affiliates) owns 13,750,000 shares of common stock, par value $0.01 per share ("Common Stock"), of Universal issued pursuant to the Merger Agreement (the "Acquired Shares"); and WHEREAS, in order to induce Universal and UCI to enter into the Merger Agreement and to consummate the transactions contemplated thereby, Weatherford and the Stockholder agreed to enter into this Agreement relating to the manner in which the Stockholder will vote certain shares of Common Stock owned by it. NOW, THEREFORE, in consideration of the premises, the terms and provisions set forth herein, the mutual benefits to be gained by the performance thereof and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. Defined Terms. (a) As used herein, the terms set forth below shall have the following respective meanings: "1934 Act" means the Securities Exchange Act of 1934, as amended. "beneficial owner" has the meaning set forth in Rule 13d-3 under the 1934 Act, and the term "beneficial ownership" shall have a correlative meaning. "Castle Harlan" means Castle Harlan, Inc., Castle Harlan Partners III, L.P., Castle Harlan Offshore Partners III, L.P., Castle Harlan Affiliates III, L.P. and their affiliates, including without limitation any voting trusts for which John K. Castle serves as trustee or voting agreements pursuant to which other stockholders of the Company are obligated to vote their shares of Common Stock as voted by Mr. Castle or any of the foregoing persons or entities. 3 "Public Shares" means, with respect to any record date, all issued and outstanding shares of Common Stock on such record date, other than shares directly or indirectly beneficially owned by Castle Harlan (including any shares subject to voting trusts, voting agreements or similar agreements to which Castle Harlan or any of its affiliates is a party or of which any of them is a beneficiary) and other than shares directly or indirectly beneficially owned by Weatherford, the Stockholder, or Weatherford's subsidiaries. "Voting Shares" means, as of any record date, all shares of Common Stock in excess of 33 1/3% of the total shares of Common Stock issued and outstanding (excluding any shares of Common Stock owned by any subsidiary of Universal) as of such record date that the Stockholder has the right to vote, direct the vote of, or cause in any manner the voting of. (b) Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Merger Agreement. SECTION 2. Agreement to Vote. For so long as this Agreement remains in effect (the "Term"), the Stockholder shall, and Weatherford shall cause the Stockholder to, on each matter presented for a vote at any duly convened meeting of the stockholders of Universal, and in any action by written consent of the stockholders of Universal in lieu of a meeting, vote the Voting Shares in the same proportions as the Public Shares are voted. Certificates representing shares of Common Stock that are covered by this Agreement will bear an appropriate legend to reflect the existence of this Agreement. SECTION 3. Proxy. If requested by Universal, the Stockholder shall, and Weatherford shall cause the Stockholder to, execute and deliver a proxy (in a form to be mutually agreed upon by Parent and the Stockholder) in favor of Universal with respect to the Voting Shares in connection with each stockholders' meeting or action by written consent. SECTION 4. Representations and Warranties. (a) The Stockholder and Weatherford hereby represent and warrant to Universal as follows: (i) The Stockholder and Weatherford have all necessary power and authority to enter into and perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and Weatherford and constitutes a legal, valid, and binding obligation of the Stockholder and Weatherford, enforceable against each of them in accordance with the terms hereof. (ii) The execution and delivery by the Stockholder and Weatherford of this Agreement, the performance by each of them of their obligations hereunder, and the consummation by each of them of the transactions contemplated hereby will not (i) conflict with, result in any violation or breach of, or constitute a default under, any term or provision of any material note, bond, mortgage, indenture, lease, franchise, permit, license, contract, or other instrument or document to which the Stockholder or Weatherford is a party or by which their -2- 4 respective properties or assets are bound or (ii) conflict with, or result in any violation of, any law, ordinance, statute, rule, or regulation of any Governmental Authority (as defined in the Merger Agreement) or of any order, writ, injunction, judgment, or decree of any court, arbitrator, or Governmental Authority applicable to the Stockholder or Weatherford or their respective properties or assets. (iii) There is no requirement applicable to the Stockholder or Weatherford to obtain any consent of, or to make or effect any declaration, filing, or registration with, any Governmental Authority for the valid execution and delivery by the Stockholder and Weatherford of this Agreement, the due performance by them of their obligations hereunder, or the lawful consummation by them of the transactions contemplated hereby, except for any filings required to be made by the Stockholder and Weatherford in connection with this Agreement pursuant to Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. (iv) As of the date hereof, the Stockholder is the record or beneficial owner of 13,750,000 shares of Common Stock and has the power and right to vote all of such shares. Neither the Stockholder nor Weatherford has entered into any voting trust or other voting agreement with respect to any of the Voting Shares other than this Agreement and the Registration Rights Agreement and neither of them has appointed or granted any proxy with respect to any of the Voting Shares. (v) There is no suit, action, investigation, or proceeding pending or, to the knowledge of the Stockholder or Weatherford, threatened against the Stockholder or Weatherford, at law or in equity, before or by any Governmental Authority that could impair the ability of the Stockholder or Weatherford to perform their obligations hereunder on a timely basis, and there is no agreement, commitment, or law to which the Stockholder or Weatherford is subject that could impair the ability of the Stockholder or Weatherford to perform their respective obligations hereunder on a timely basis. (b) Universal hereby represents and warrants to the Stockholder and Weatherford as follows: (i) Universal has all necessary corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Universal and constitutes a legal, valid, and binding obligation of Universal, enforceable against Universal in accordance with the terms hereof. (ii) The execution and delivery by Universal of this Agreement, the performance by it of its obligations hereunder, and the consummation by it of the transactions contemplated hereby will not (i) conflict with, result in any violation or breach of, or constitute a default under, any term or provision of any material note, bond, mortgage, indenture, lease, franchise, permit, license, contract, or other instrument or document to which Universal is a party or by which its properties or assets are bound or (ii) conflict with, or result in any violation of, any law, ordinance, statute, rule, or regulation of any Governmental Authority or of any order, -3- 5 writ, injunction, judgment, or decree of any court, arbitrator, or Governmental Authority applicable to Universal or its properties or assets. (iii) There is no requirement applicable to Universal to obtain any consent of, or to make or effect any declaration, filing, or registration with, any Governmental Authority for the valid execution and delivery by Universal of this Agreement, the due performance by it of its obligations hereunder, or the lawful consummation by it of the transactions contemplated hereby. SECTION 5. Affiliates Bound. During the Term of this Agreement, if the Stockholder transfers any shares of Common Stock to a controlled affiliate of Weatherford, or any holding company or other successor to Weatherford (a "Weatherford Controlled Affiliate"), such Weatherford Controlled Affiliate (and any other subsequent transferee that is a Weatherford Controlled Affiliate) will agree to be bound by the terms of this Agreement as a condition to such transfer and any purported transfer to any such Person who does not agree by executing a counterpart to this Agreement shall be null and void and of no effect. SECTION 6. Information. During the Term of this Agreement, upon Universal's written request, the Stockholder shall, and Weatherford shall cause the Stockholder to, notify Universal of the number of shares of Common Stock then owned by the Stockholder as of such date, and Universal shall notify the Stockholder promptly after any fixing of any record date of the number of shares of Common Stock issued and outstanding with respect to such record date. SECTION 7. Reasonable Best Efforts. Each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws and regulations and which may be required under any agreements, contracts, commitments, instruments, understandings, arrangements, or restrictions of any kind to which it is a party or by which it is or may be bound, in order to effectuate the provisions of this Agreement, to obtain all necessary waivers, consents, and approvals from, and effect all necessary registrations and filings with, any Governmental Authorities, and to rectify any event or circumstances which could impede the provisions hereof. SECTION 8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to any principles of conflicts of laws that would result in the application of the laws of any other jurisdiction. SECTION 9. Severability. If any provision contained herein shall be held to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of any such provision in every other respect and the validity, legality, and enforceability of the remaining provisions contained in this Agreement shall not be in any way impaired thereby. Upon a determination that any term or other provision is invalid, illegal, or unenforceable, such term or provision shall be modified, without any further action by any of the parties, so as to effect the original intent of the parties as closely as possible in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible. -4- 6 SECTION 10. Expenses. Unless otherwise provided herein, all fees and expenses incurred by any of the parties hereto in connection with this Agreement or any of the provisions hereof shall be borne and paid solely by the party incurring such fees and expenses. SECTION 11. Further Assurances. The Stockholder shall execute and deliver, or cause to be executed and delivered, at the expense of Universal, all such other and further documents and instruments and take all such further actions as may be reasonably necessary in order to effectuate the provisions of this Agreement. SECTION 12. Action in Stockholder Capacity Only. It is expressly understood and agreed that the Stockholder makes no agreement or understanding under this Agreement other than in the Stockholder's capacity as a stockholder of Universal. The Stockholder is entering into this Agreement solely in its capacity as a record and beneficial owner of Common Stock, and nothing contained herein shall limit or affect, or impose any obligations with respect to, any actions taken by the nominees of Stockholder or Weatherford who serve in the capacity of a director of Universal. SECTION 13. Termination. This Agreement shall terminate and be of no further force or effect (a) by the written mutual consent of all the parties hereto, (b) automatically and without any required action by the parties on the earlier of (i) the second anniversary of the Effective Time (as defined in the Merger Agreement) or (ii) that date that Castle Harlan, Inc., Castle Harlan Partners III, L.P., Castle Harlan Offshore Partners III, L.P., Castle Harlan Affiliates III, L.P., and their affiliates collectively own less than 5% of the issued and outstanding Common Stock, or (c) on such earlier date that the Acquired Shares represent less than 33 1/3% of the then outstanding shares of Common Stock. The representations and warranties set forth in Section 3 and Section 4 hereof shall not survive the termination of this Agreement. SECTION 14. Notices. All notices and other communications hereunder shall be in writing and shall be given by delivery in person, by registered or certified mail (return receipt requested and with postage prepaid thereon) or by cable, telex, or facsimile transmission to the addresses set forth in Section 12.5 of the Merger Agreement (or at such other address as any party shall have furnished to the others in accordance with the terms of this Section 14). All notices and other communications hereunder that are addressed as provided in or pursuant to this Section 14 shall be deemed duly and validly given (a) if delivered in person, upon delivery, (b) if delivered by registered or certified mail (return receipt requested and with postage paid thereon), 72 hours after being placed in a depository of the United States mails, and (c) if delivered by facsimile transmission, upon transmission thereof and receipt of the appropriate answerback or confirmation. SECTION 15. Amendment; Waiver. The terms and provisions of this Agreement may be modified or amended only by a written instrument executed by each of the parties hereto, and compliance with any term or provision hereof may be waived only by a written instrument executed by each party entitled to the benefits of the same. No failure to exercise any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege granted hereunder. -5- 7 SECTION 16. Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior written or oral agreements and understandings and all contemporaneous oral agreements and understandings among the parties or any of them with respect to the subject matter hereof. SECTION 17. Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns (it being understood and agreed that nothing contained in this Agreement is intended to confer any rights, benefits, or remedies of any kind or character on any other person under or by reason of this Agreement). SECTION 18. Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by the Stockholder in accordance with the terms hereof. Accordingly, the parties agree that Universal shall be entitled to injunctive relief to prevent breaches of the terms of this Agreement and to specific performance of the terms hereof, in addition to any other remedy now or hereafter available at law or in equity, or otherwise. SECTION 19. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. -6- 8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. WEATHERFORD INTERNATIONAL, INC. By: --------------------------------- Name: Its: WEUS HOLDING, INC. By: --------------------------------- Name: Its: UNIVERSAL COMPRESSION HOLDINGS, INC. By: --------------------------------- Name: Its: -7- EX-99.E 5 h81362ex99-e.txt FORM OF TRANSITIONAL SERVICES AGREEMENT 1 EXHIBIT E Form of Transitional Services Agreement 2 EXHIBIT E ================================================================================ TRANSITIONAL SERVICES AGREEMENT BETWEEN WEATHERFORD INTERNATIONAL, INC. AND WEATHERFORD GLOBAL COMPRESSION SERVICES, L.P. , 2000 ---------- ================================================================================ 3 TRANSITIONAL SERVICES AGREEMENT This Transitional Services Agreement (this "Agreement") is entered into as of _____, 2000, between Weatherford International, Inc., a Delaware corporation ("Weatherford"), and Weatherford Global Compression Services, L.P., a Delaware limited partnership (the "Partnership"). WITNESSETH WHEREAS, Enterra Compression Company, a Delaware corporation (the "Company"), WEUS Holding, Inc., a Delaware corporation and a stockholder of the Company ("WEUS"), Weatherford International, Inc., a Delaware corporation and the parent of WEUS ("Weatherford"), Universal Compression Holdings, Inc., a Delaware corporation ("Parent"), and Universal Compression, Inc., a Texas corporation and wholly owned subsidiary of Parent ("Merger Subsidiary"), are parties to a certain Agreement and Plan of Merger ("Merger Agreement"), dated as of October 23, 2000; WHEREAS, pursuant to the Merger Agreement, Parent has agreed to acquire the Partnership and certain of its affiliates by way of a merger of the Company, as the parent of such entities, with and into Merger Subsidiary, with Merger Subsidiary being the surviving corporation in such merger (the "Merger"); and WHEREAS, prior to the Merger, Weatherford will acquire all of the interest held by GE Capital Corporation, a New York corporation, in the Partnership and related assets and operations under the terms of that certain Purchase Agreement by and among Weatherford, WEUS, the Company and Global Compression Services, Inc., a Delaware corporation dated October 23, 2000 (the "GC Agreement") such that, immediately after the Merger, Parent will own 100% of the Partnership, its related assets and operations (other than the Excluded Assets, as such term is defined in the Merger Agreement); WHEREAS, it is a condition precedent to the consummation of the transactions contemplated by the Weatherford Merger Agreement and the GC Agreement that Weatherford and the Partnership enter into this Agreement; WHEREAS, Weatherford and the Partnership desire for Weatherford and its affiliates to provide certain services to the Partnership for a limited time following the consummation of the mergers contemplated by the Merger Agreement and the GC Agreement; and NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby covenant and agree as follows: ARTICLE 1 DEFINITIONS All capitalized terms or other defined terms used but not defined in this Agreement are used in this Agreement with the meanings assigned thereto in the Merger Agreement. 4 ARTICLE 2 SERVICES 2.1 SERVICES. (a) From and after the Effective Time until the [ ]day after the Effective Time (the "Services Period"), Weatherford agrees to provide, or cause its affiliates to provide, to the Partnership the services described in EXHIBIT A hereto (the "Service(s)"). (b) Weatherford shall continue to permit the Partnership to lease the property located at 8920 Point Six Circle, Houston, Texas [under the terms of the existing Lease Agreement and Sublease Agreement]; provided, however, the Partnership shall vacate such property prior to the 90th day following the Effective Time. 2.2 EARLY TERMINATION OF SERVICES. Notwithstanding anything to the contrary in this Agreement, the Partnership shall use commercially reasonable efforts to eliminate its need for the Services prior to the expiration of the Services Period. With respect to any Service (or portion thereof) that the Partnership no longer requires Weatherford to perform, the Partnership shall promptly notify Weatherford that such Service (or portion thereof) is no longer required, and from and after receipt by Weatherford of such notice, such Service (or portion thereof) will no longer be required under this Agreement, and neither Weatherford nor the Partnership will have any further obligations with respect thereto, including but not limited to, compensation and reimbursement for such Service; provided, however, that the Partnership shall not be relieved of its obligation to pay the Partnership for all such Service(s) provided to the Partnership prior to the time of termination of such Service(s). 2.3 COMPENSATION AND REIMBURSEMENT. In connection with the provision of the Services, Weatherford will allocate to the Partnership a proportional amount of the costs and expenses of Weatherford's respective departments to the extent they relate to matters associated with the Services. The Partnership agrees to pay Weatherford for such proportional amount and for all additional costs, fees, expenses, penalties, taxes and interest incurred by Weatherford relating to the provision of the Services. Weatherford will prepare and submit to the Partnership a monthly statement of account and invoice setting forth in reasonable detail the amounts owed by the Partnership pursuant to this Article 2 for the immediately preceding month. [In consideration for Weatherford's agreement to provide and administer the Services under this Agreement, the Partnership also agrees to pay to Weatherford a management fee equal to 10% of the total amount of the proportional amount of the costs and expenses of the various Weatherford departments allocated to the Partnership.] Such management fee shall be added to each monthly statement of account and invoice sent to the Partnership. The Partnership agrees to pay to Weatherford, by wire transfer in immediately available U.S. funds, all amounts owed and due under this Agreement within 30 days of receipt of such monthly statement of account and invoice. Interest at the rate of 10% per annum, compounded monthly, will accrue and will be payable with respect to any amounts due and not paid by the Partnership until such amounts, and any interest thereon, have been paid. 2.4 TERM AND TERMINATION. Subject to the provisions of Section 2.2 hereof, the term of this Agreement shall commence at the Effective Time and shall continue until the end of the 2 5 Services Period or until Weatherford and the Partnership agree in writing to terminate this Agreement. The termination of this Agreement shall not release (i) either party from its liability to the other party under this Agreement arising from a breach of this Agreement, (ii) either party from its rights and obligations under Article 3, or (iii) the Partnership from its payment obligations under Sections 2.1 and 2.3. ARTICLE 3 ALLOCATION OF LIABILITY; RELATIONSHIP 3.1 WAIVER AND INDEMNIFICATION. THE PARTNERSHIP HEREBY WAIVES ANY AND ALL CLAIMS AGAINST WEATHERFORD, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS (THE "WEATHERFORD PARTIES") FOR DAMAGES RESULTING FROM PERFORMANCE OF, ERROR OR DELAY IN PERFORMANCE, ATTEMPTING TO PERFORM OR FAILING TO PERFORM, ANY RESPONSIBILITIES HEREUNDER, OR ANY DAMAGES OF ANY KIND RELATED THERETO, INCLUDING CLAIMS ARISING AS A RESULT OF THE EXPRESS NEGLIGENCE OF SUCH PERSONS UNLESS SUCH DAMAGES RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PERSONS. FURTHER, THE PARTNERSHIP HEREBY AGREES TO DEFEND, INDEMNIFY, AND HOLD WEATHERFORD, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES HARMLESS TO THE EXTENT OF THE PARTNERSHIP'S PARTICIPATION THEREIN AGAINST ANY AND ALL CLAIMS, DAMAGES, CAUSES OF ACTION, AND LEGAL LIABILITIES ARISING OUT OF, IN CONNECTION WITH, OR AS AN INCIDENT TO, THIS AGREEMENT OR ANY ACT OR OMISSION IN THE PERFORMANCE BY SUCH PERSONS OF THEIR RESPONSIBILITIES HEREUNDER, INCLUDING DAMAGES, CAUSES OF ACTION, AND LEGAL LIABILITIES ARISING AS A RESULT OF THE NEGLIGENCE OF SUCH PERSONS, UNLESS SUCH DAMAGES RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PERSONS SEEKING INDEMNIFICATION. 3.2 LIMITATION ON WARRANTIES AND CONSEQUENTIAL DAMAGES. NONE OF THE WEATHERFORD PARTIES MAKES ANY WARRANTIES OR REPRESENTATIONS REGARDING SERVICES PROVIDED PURSUANT TO THIS AGREEMENT OTHER THAN THOSE EXPRESSED IN THIS AGREEMENT, AND NONE OF THE WEATHERFORD PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. SUCH SERVICES ARE FURNISHED ON AN "AS IS" BASIS, AND NONE OF THE WEATHERFORD PARTIES ASSUMES ANY RESPONSIBILITY FOR ANY DAMAGE OR LOSS (INCLUDING, WITHOUT LIMITATION, ANY CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES OR LOST PROFITS) ARISING OUT OF, RESULTING FROM, OR CAUSED BY SERVICES FURNISHED. 3 6 3.3 EXPRESS NEGLIGENCE. THE INDEMNITIES SET FORTH IN THIS ARTICLE 3 ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING TEXAS' EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SIMPLE OR GROSS NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE, OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY OF ANY OF THE WEATHERFORD PARTIES. 3.4 INDEPENDENT CONTRACTOR. IN PERFORMING THE SERVICES HEREUNDER, THE PARTNERSHIP AND WEATHERFORD ACKNOWLEDGE AND AGREE THAT THE WEATHERFORD PARTIES AND THEIR RESPECTIVE REPRESENTATIVES SHALL BE CONSIDERED INDEPENDENT CONTRACTORS WITH RESPECT TO THE PARTNERSHIP AND SHALL UNDER NO CIRCUMSTANCES BE DEEMED TO BE AN EMPLOYEE, AGENT, PARTNER, OR JOINT VENTURER OF THE PARTNERSHIP. ADDITIONALLY, WEATHERFORD SHALL HAVE THE EXCLUSIVE AUTHORITY AND RESPONSIBILITY TO SELECT THE MEANS, MANNER, AND METHOD OF PERFORMING THE SERVICES REQUIRED TO BE CAUSED TO BE PERFORMED BY IT HEREUNDER. ARTICLE 4 MISCELLANEOUS 4.1 AUDIT RIGHT. Upon reasonable prior written request, the Partnership shall have the right to audit Weatherford's calculations, and schedules thereto, of the costs and expenses for the services provided hereunder. Upon the request of the Partnership, Weatherford shall provide the Partnership with copies of invoices relating to any third party costs and expenses relating to the Services. 4.2 COMPLETE AGREEMENT; AMENDMENT. This Agreement constitutes the entire agreement between Weatherford and the Partnership with respect to the subject matter hereof and supersedes all other agreements, representations, warranties, statements, promises, and understandings, whether oral or written, with respect to the subject matter hereof. This Agreement may not be amended, altered, or modified except by a writing signed by duly authorized officers of Weatherford and the Partnership. 4.3 NOTICES. (a) Addresses. All notices under this Agreement must be in writing and delivered by personal service; certified or registered mail, postage prepaid, return receipt requested; nationally-recognized overnight courier, courier charges prepaid; or facsimile transmission (followed by telephone confirmation of receipt), to Weatherford or the Partnership, as applicable, at the addresses herein set forth. 4 7 The addresses for notices are as follows: Weatherford International, Inc. 515 Post Oak Park, Suite 600 Houston, Texas 77027-3415 Attention: Vice President - Legal Facsimile: (713) 693-4481 Confirm: (713) 693-4178 Weatherford Global Compression Services, L.P. 4440 Brittmoore, Road Houston, Texas 77041 Attention: General Counsel Facsimile: (713) 466-6720 Confirm: (713) 335-7000 (b) Effective Date of Notices, etc. All notices, demands, and requests will be effective upon actual receipt or, in the case of delivery by facsimile transmission, the completion of such transmission during the normal business hours of the recipient. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given as provided in Section 4.3(c) will be deemed to be receipt of the notice, demand, or request sent. (c) Changes. By giving to the other party at least 10 Business Days' written notice thereof, a party and its respective permitted successors and permitted assigns will have the right from time to time and at any time during the term of this Agreement to change their respective addresses for notices and each will have the right to specify, as its or his address for notices, any other address within the United States of America. 4.4 VALIDITY. Any provision hereof that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. 4.5 ASSIGNMENT; OTHER BENEFITS. This Agreement will be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Neither party to this Agreement may assign its rights under this Agreement without the prior written consent of the other party; provided, however, Weatherford may assign any of its rights and obligations under this Agreement to any of its affiliates, of which Weatherford beneficially owns or controls at least 50% of the equity or other interests of such affiliate, without the consent of the Partnership. 4.6 GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the internal laws of the State of Texas, without reference to or application of any conflicts of laws principles. 5 8 4.7 WAIVER. No consent or waiver, express or implied, by a party hereto to or of any breach or default by the other party hereto in the performance by such other party of its obligations hereunder will be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other party of the same or any other obligations of such other party hereunder. Failure on the part of a party to complain of any act or failure to act of the other party or to declare the other party in default, irrespective of how long such failure continues, will not constitute a waiver by such party of its rights hereunder. The giving of consent by a party in any one instance will not limit or waive the necessity to obtain such party's consent in any future instance. 4.8 TERMINOLOGY. All personal pronouns used in this Agreement, whether used in the masculine, feminine, or neuter gender, will include all other genders; and the singular will include the plural and vice versa. The headings of the Articles and Sections of this Agreement are included for convenience only and will not be deemed to constitute part of this Agreement or to affect the construction hereof or thereof. 4.9 FORCE MAJEURE. Except for the obligation of the Partnership to make payments hereunder when due and the indemnification obligations arising hereunder, neither party shall be liable for delays in performance or for non-performance, directly occasioned or caused by Force Majeure. "Force Majeure" means any event beyond the reasonable control of the party claiming to be affected thereby including without limitation acts of God, storms, floods, war, fire, strikes, lockouts or differences with workers, acts of the public enemy, insurrections, riots, or rules or regulations of any governmental authority asserting jurisdiction or control, compliance with which makes continuance of operations impossible. Inability of either party to secure funds shall not be regarded as Force Majeure. Upon the occurrence of Force Majeure, the party affected shall give prompt notice thereof to the other party and shall, at its cost and expense, do all things reasonable to remove or mitigate its effect. 4.10 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will for all purposes be deemed to be an original and all of which will constitute the same instrument. 4.11 FURTHER ASSURANCES. Each party agrees to do all acts and things and to make, execute, and deliver such written instruments, as will from time to time be reasonably required to carry out the terms and provisions of this Agreement. [remainder of page intentionally left blank] 6 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth in the introduction to this Agreement. WEATHERFORD INTERNATIONAL, INC. By: ------------------------------------------ Name: ------------------------------------- Title: ------------------------------------ WEATHERFORD GLOBAL COMPRESSION SERVICES, L.P. By: ------------------------------------------ Name: ------------------------------------- Title: ------------------------------------ 7 10 EXHIBIT A TO TRANSITIONAL SERVICES AGREEMENT [INTENTIONALLY LEFT BLANK] A-1 EX-99.F 6 h81362ex99-f.txt PRUCHASE AGREEMENT - DATED OCTOBER 23, 2000 1 EXHIBIT F Purchase Agreement 2 EXHIBIT F PURCHASE AGREEMENT dated as of October 23, 2000 among WEATHERFORD INTERNATIONAL, INC., WEUS HOLDING, INC., ENTERRA COMPRESSION COMPANY, GENERAL ELECTRIC CAPITAL CORPORATION, AND GLOBAL COMPRESSION SERVICES, INC. 3 PURCHASE AGREEMENT PURCHASE AGREEMENT ("Agreement") dated as of October 23, 2000 among, Weatherford International, Inc., a Delaware corporation ("Weatherford"), WEUS Holding, Inc., a Delaware corporation and a wholly owned subsidiary of Weatherford ("WEUS"), Enterra Compression Company, a Delaware corporation and a wholly owned subsidiary of WEUS (the "Company), Global Compression Services, Inc., a Delaware corporation ("GC"), and General Electric Capital Corporation, a New York corporation and the ultimate parent of GC ("GE Capital"). RECITALS: WHEREAS, GC is the owner of (a) 16,690,059 common shares (the "Shares") of Weatherford Global Compression Services, Ltd., a corporation organized under the laws of Alberta, Canada ("Canada"), (b) a 35.64% limited partner interest (the "Limited Partner Interest") in Weatherford Global Compression Services, L.P., a Delaware limited partnership (the "Partnership"), and (c) a 36% membership interest (the "Membership Interest" and, together with the Shares and the Limited Partner Interest, the "Interests") in Weatherford Global Compression Holding, L.L.C., a Delaware limited liability company and the general partner of the Partnership (the "General Partner"); WHEREAS, concurrently with the execution of this Agreement, Weatherford, WEUS, the Company, Universal Compression Holdings, Inc., a Delaware corporation ("Parent"), and Universal Compression, Inc., a Texas corporation and a wholly owned subsidiary of Parent ("Merger Subsidiary"), have entered into an Agreement and Plan of Merger, a copy of which is attached hereto as Exhibit A (the "Merger Agreement"), pursuant to which, on the terms and subject to the conditions set forth therein, the Company will be merged with and into Merger Subsidiary (the "Merger"), which Merger shall become effective at such time (the "Effective Time") as the Certificate of Merger and the Articles of Merger are duly filed with the Delaware Secretary of State and the Texas Secretary of State, respectively (or at such later time as may be agreed in writing by the parties to the Merger Agreement and specified in the Certificate or Articles of Merger); WHEREAS, in connection with the Merger, WEUS (and any other affiliate of Weatherford that may become a stockholder of the Company prior to the Merger; any such affiliates being within the meaning of "WEUS" as used herein) will receive 13,750,000 shares of common stock, par value $0.01 per share ("Parent Common Stock") of Universal (the "Merger Shares"); WHEREAS, Weatherford, WEUS, and the Company have determined that it is in their best interests that the Company purchase, subject to the terms and conditions set forth herein, the Interests from GC (the "Purchase"); WHEREAS, GC and GE Capital have determined that it is in their best interests that GC sell, subject to the terms and conditions set forth herein, the Interests to the Company; 4 WHEREAS, by consummation of the transactions contemplated by the Purchase, Canada and the General Partner will become indirect wholly owned subsidiaries of the Company, and the Company will own all of the outstanding limited partner interests of the Partnership. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereto agree as follows: ARTICLE I Definitions Section 1.1 Definitions. All capitalized terms used but not defined herein shall have the meanings specified in the Merger Agreement. ARTICLE II Purchase Section 2.1 The Sale and Purchase. Upon the terms and subject to the satisfaction or waiver of the conditions hereof, and in reliance upon the mutual representations, warranties, and covenants contained herein, immediately prior to the Effective Time, GC will sell, assign, transfer, and deliver to the Company, and the Company will purchase and acquire from GC, the Interests, free and clear of any Liens, and in the proper form for transfer. Section 2.2 Initial Purchase Price. The aggregate initial purchase price to be paid by the Company hereunder at Closing (as defined in Section 7.1(c)) shall be US$206,500,000 (the "Initial Purchase Price"). Upon the terms and subject to the satisfaction or waiver conditions of this Agreement, at the Closing GC will deliver to the Company (a) certificates representing the Shares and (b) an Assignment with respect to the Limited Partner Interest and the Membership Interest against payment by the Company of the Initial Purchase Price. The Initial Purchase Price shall be paid by the Company to GC by wire transfer of immediately available funds to an account designated by GC in writing to the Company. Section 2.3 Allocation of Initial Purchase Price. (a) The Initial Purchase Price shall be allocated among the Interests being sold hereunder (the "Allocation") as shall be mutually agreed no later than February 1, 2001 between the Company and GC. GC and the Company agree that, except as otherwise required by law, (a) the Allocation shall be binding on GC and the Company for all federal, state, and local tax purposes and (b) GC and the Company, if required, shall file with their respective federal income tax returns consistent IRS Forms 8594 -- Asset Acquisition Statements Under Section 1060, including any required amendments thereto which shall reflect the allocations set forth in the Allocation. The parties acknowledge that the allocation of the Initial Purchase Price provided for in the Allocation will be reasonable. (b) The Company and GC agree that any additional amounts paid by the Company and received by GC pursuant to Section 2.5 shall be allocated among the Interests being sold hereunder in the same percentages as the allocation of the Initial Purchase Price. The 2 5 Company and GC further agree, for all tax purposes, the fair market value as of the date hereof of the right to receive additional amounts pursuant to Section 2.5 shall not exceed $25,000. (c) For all income tax purposes, GC's distributable share of the taxable income of the Partnership and Weatherford Global Compression Holding, L.L.C., respectively, for the taxable years of such entities in which the Closing occurs shall be determined on the basis of an interim closing of the books on the date of Closing. Section 2.4 Retained Liabilities; Expiration of Obligations. (a) After the Closing, GC and GE Capital shall be jointly and severally obligated to pay, perform, and otherwise be and remain responsible for each and every Excluded Global Liability (as defined in the Formation Agreement). GC and GE Capital hereby agree that Parent shall be entitled to recover from GC and GE Capital all amounts in respect of losses attributable to each and every Excluded Global Liability. GC and GE Capital agree that their liabilities and obligations expressed in this Section 2.4(a) shall continue and be enforceable in accordance with the terms hereof and the Formation Agreement. The parties hereby acknowledge that the obligations of GC and GE Capital under Section 2.1(d)(4) of the Formation Agreement have been fulfilled. (b) As a result of the Purchase, GC will no longer be a limited partner of the Partnership, and, pursuant to Section 4.8 of the Limited Partnership Agreement of the Partnership (the "LP Agreement"), the obligations of the Partnership with respect to payments to GC in respect of the Depreciation Benefit Shortfall Amount (as defined in the LP Agreement) pursuant to Section 4.8 of the LP Agreement shall terminate on and as of the date of the Closing and shall be of no further force or effect. The Depreciation Benefit Shortfall Amount for the period of January 1, 2000 through the Closing Date of this Agreement (the "Final DBSA") shall be calculated, verified by PriceWaterhouseCoopers and paid by the Partnership to GC within 30 days after the Closing Date, with any amount thereof remaining unpaid after such 30 day period bearing interest at a rate equal to the prime rate of interest published from time to time by The Wall Street Journal, plus two percent (2%) per annum. Section 2.5 Purchase Price Adjustments. If the closing sale price on the New York Stock Exchange of shares of Parent Common Stock on the day the Effective Time occurs (or, if the Effective Time occurs on a day that is not a trading day, on the trading day immediately preceding the day the Effective Time occurs) is greater than or equal to $37 per share, then GC shall have the following rights with respect to causing WEUS to sell certain of the Merger Shares and receiving a portion of the proceeds from the sale of such shares: (a) At any time and from time to time prior to the fifth anniversary of the date of the Effective Time, GC shall have the right to direct WEUS to sell (in each instance, a "Sale Request") up to an aggregate of 250,000 Merger Shares in one or more transactions at prices that will yield net proceeds (after taking into account underwriting discounts and commissions, if applicable) to WEUS of not less than $47.00 per share, and WEUS shall have the obligation, subject to applicable laws or regulations and subject to the limitations in the Registration Rights Agreement (as defined in the Merger Agreement), to use its commercially reasonable efforts to sell such shares promptly in such a manner and upon such conditions so as to maximize the sale price of such shares, including sales in compliance with Rule 144 or Rule 145 of the 1933 Act and the anti-fraud provisions of the 1934 Act; provided, however, in no event shall GC have the right to 3 6 make more than 1 Sale Request in any one month period or to require WEUS to request the filing of a registration statement for such shares. (b) Upon receipt of a Sale Request from GC, WEUS shall be entitled to either (i) sell the number of Merger Shares subject to such Sale Request in accordance with (a) above or (ii) in lieu of selling such shares, pay to GC the amount that would be payable to GC in accordance with (c) below had the shares been sold at a price equal to the weighted average closing sales price of shares of Parent Common Stock on the New York Stock Exchange on the third and fourth trading days following the day on which WEUS received GC's Sale Request. (c) If WEUS sells for cash any Merger Shares in accordance with (a) or elects to pay GC in accordance with (b) above, in each case for a net price (after taking into account underwriting discounts and commissions, if applicable) greater than $47.00 per share (shares sold above such price being referred to herein as "Qualifying Shares"), then WEUS shall pay to GC an amount per Qualifying Share equal to the excess of the net price over $47.00 per share. (d) All amounts payable by WEUS pursuant to this Section 2.5 shall be paid by WEUS to GC by wire transfer of immediately available funds on the next Business Day following each settlement date for the sale of Qualifying Shares, or, in the event of a transaction under Section 2.5(b)(ii), on the fourth Business Day following the fourth trading day referenced therein. The dollar amounts per share and the number of shares in clauses (a), (b), and (c) of this Section 2.5 shall be appropriately adjusted to reflect (i) the issuance of Parent Common Stock as a dividend on the Parent Common Stock, (ii) subdivisions, combinations and reclassifications of the Parent Common Stock, (iii) the issuance to all holders of Parent Common Stock of rights or warrants entitling them to subscribe for Parent Common Stock at less than the then current market price of the Parent Common Stock or (iv) the distribution to all holders of Parent Common Stock of evidences of indebtedness or securities or assets of Parent. (e) Whenever WEUS proposes to sell any Merger Shares, WEUS shall notify GC of its intention to do so. Section 2.6 Weatherford Support. Weatherford is executing this Agreement to evidence its irrevocable and unconditional guarantee to GC and GE Capital that (a) the Company shall duly and punctually pay the Initial Purchase Price at Closing and (b) WEUS shall be, and Weatherford shall cause WEUS to be, duly and punctually obligated under the terms of Section 2.5 hereof. ARTICLE III Representations and Warranties of GC GE Capital and GC jointly and severally represent and warrant to Weatherford, WEUS, and the Company as follows: Section 3.1 Title to the Interests. GC has good and marketable title to the Interests and will, upon delivery of the Assignment and the certificates representing the Shares and receipt of the Initial Purchase Price pursuant to the terms hereof, transfer to the Company good and marketable title to the Interests, free and clear of any Liens. The Interests represent all of the 4 7 outstanding shares of capital stock, limited partner interests, and membership interests, as applicable, owned by GC in Canada, the Partnership, and the General Partner, respectively. There are no outstanding subscriptions, options, or rights of any kind issued, granted by, or binding upon GC or any of its affiliates, to purchase or otherwise acquire the Interests or any portion thereof. Section 3.2 Authorization. GE Capital and GC each have the requisite corporate power and authority to execute and deliver this Agreement and, subject to the approvals described in Section 6.2 hereof, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by GC and GE Capital and the performance by GC and GE Capital of their obligations under this Agreement have been duly and validly authorized by all necessary action on the part of GC and GE Capital, as applicable. This Agreement has been duly executed, and delivered by GE Capital and GC and constitutes the valid and binding obligation of GC and GE Capital, enforceable against each of them in accordance with its terms, subject to (x) applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws of general application with respect to creditors, (y) general principles of equity, and (z) the power of a court to deny enforcement of remedies generally based upon public policy. Section 3.3 Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by GE Capital or GC, nor the consummation by either of them of the transactions contemplated by this Agreement, will: (a) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) in connection with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") and (ii) in connection with the filing of premerger notification information with the Canadian Competition Bureau, the expiration of the applicable waiting period(s) under Part IX of the Competition Act (Canada) and the filing with Industry Canada under the Investment Canada Act; (b) conflict with or result in any violation of, or default (with or without notice or lapse of time, or both) under, or result in the creation of any Lien upon any of the Interests, under any provision of (x) any contract or agreement to which GC or GE Capital is a party, except for such conflicts, violations or defaults which would not, individually or in the aggregate, impair the consummation of the Purchase or (y) subject to the governmental filings and other matters referenced by clause (a) above, any law or arbitration award applicable to GE Capital, GC or the Interests; (c) assuming compliance with the matters referred to in Section 3.3(a), violate any order, writ, injunction, decree, statute, rule, or regulation applicable to GC or GE Capital; or (d) conflict with or result in any breach of any provision of the Certificate of Incorporation or Bylaws (or other similar governing documents) of GC or GE Capital, as applicable. Section 3.4 Litigation and Compliance With Laws. There are no actions, suits, claims, arbitration proceedings or governmental investigations or inquiries that are pending or, to the knowledge of GC or GE Capital, threatened against GC or GE Capital, or their respective officers, directors, employees or their assets that could prevent, prohibit or impair or impede the transactions contemplated by this Agreement. Neither GC nor GE Capital is subject to any injunction, order or decree of any court or government authority that could prevent, prohibit or impair or impede the transactions contemplated by this Agreement. GC and GE Capital have complied with all applicable laws, rules, regulations, reporting requirements, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges of federal, state, local, and foreign governments, except where the failure to do so would not have a material adverse effect upon GC's or GE Capital's ability to consummate the transactions contemplated by this Agreement. 5 8 Section 3.5 Financial Advisors. Except for ING Barings (advisor to GC and GE Capital), no Person has acted, directly or indirectly, as a broker, finder or financial advisor for GC or GE Capital in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof for which Weatherford, WEUS, or the Company could become liable or obligated. ARTICLE IV Representations and Warranties of Weatherford, WEUS, and the Company Weatherford, WEUS, and the Company jointly and severally represent and warrant to GE Capital and GC as follows: Section 4.1 Authorization. Weatherford, WEUS, and the Company each have the requisite corporate power and authority to execute and deliver this Agreement and, subject to the approvals described in Section 6.2 hereof, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Weatherford, WEUS, and the Company and the performance by Weatherford, WEUS, and the Company of their respective obligations under this Agreement have been duly and validly authorized by all necessary action on the part of Weatherford, WEUS, and the Company, as applicable. This Agreement has been duly authorized, executed, and delivered by each of Weatherford, WEUS, and the Company and constitutes the valid and binding obligation of each of them, enforceable against each of them in accordance with its terms, subject to (x) applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws of general application with respect to creditors, (y) general principles of equity, and (z) the power of a court to deny enforcement of remedies generally based upon public policy. Section 4.2 Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Weatherford, WEUS, or the Company nor the consummation by Weatherford, WEUS, or the Company of the transactions contemplated by this Agreement, will: (a) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) in connection with the HSR Act and (ii) in connection with the filing of premerger notification information with the Canadian Competition Bureau, the expiration of the applicable waiting period(s) under Part IX of the Competition Act (Canada) and the filing with Industry Canada under the Investment Canada Act; (b) conflict with or result in any violation of, or default (with or without notice or lapse of time, or both) under, (i) any contract or agreement to which Weatherford, WEUS, or the Company, is a party, except for such conflicts, violations or defaults which would not, individually or in the aggregate, impair the consummation of the Purchase, or (ii) subject to the governmental filings and other matters referenced by clause (a) above, any law or arbitration award applicable to Weatherford, WEUS, or the Company; (c) assuming compliance with the matters referred to in Section 4.2(a), violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Weatherford, WEUS, or the Company; or (d) conflict with or result in any breach of any provision of the Certificate of Incorporation or Bylaws (or other similar governing documents) of Weatherford, WEUS, or the Company, as applicable. 6 9 Section 4.3 Availability of Funds. The Company will have sufficient funds available to it to pay the Initial Purchase Price at Closing as described in Section 2.2 hereof and WEUS will have sufficient funds available to satisfy its obligations pursuant to Section 2.5 hereof. Section 4.4 Litigation and Compliance With Laws. There are no actions, suits, claims, arbitration proceedings or governmental investigations or inquiries that are pending or, to the knowledge of Weatherford, WEUS, or the Company, threatened against Weatherford, WEUS, or the Company, or their respective officers, directors, employees or their assets that could prevent, prohibit or impair or impede the transactions contemplated by this Agreement. Neither Weatherford, WEUS, nor the Company is subject to any injunction, order or decree of any court or government authority that could prevent, prohibit or impair or impede the transactions contemplated by this Agreement. Weatherford, WEUS, and the Company have complied with all applicable laws, rules, regulations, reporting requirements, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges of federal, state, local, and foreign governments, except where the failure to do so would not have a material adverse effect upon the Company's ability to consummate the transactions contemplated by this Agreement. Section 4.5 Financial Advisors. Except for Simmons & Company International (financial advisor to Weatherford, WEUS, and the Company), no Person has acted, directly or indirectly, as a broker, finder or financial advisor for Weatherford, WEUS, or the Company in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof for which GC or GE Capital could become liable or obligated. ARTICLE V Covenants of GE Capital and GC Section 5.1 Disposition of Interests. From the date hereof until the Closing, GE Capital and GC covenant and agree that GC will not, and GE Capital will not allow GC to, transfer, sell, dispose of, or agree to transfer, sell, or dispose of the Interests or any portion thereof or issue or grant to any Person any option or right to purchase the Interests or any portion thereof, or enter into any agreement, commitment, or understanding to do, or with respect to, any of the foregoing. ARTICLE VI Covenants of GE Capital, GC, Weatherford, WEUS, and the Company Section 6.1 Reasonable Best Efforts. Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. Section 6.2 Certain Filings. (a) The parties shall cooperate with one another in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals, or waivers are required to be obtained from parties to 7 10 any material agreements, in connection with the consummation of the transactions contemplated by this Agreement, and in taking such actions or making such filings, furnishing information required in connection therewith and seeking timely to obtain such actions, consents, approvals, or waivers. (b) If not previously filed by GC and the Company, within ten Business Days after the date hereof, GC and the Company will make such filings as may be required by the HSR Act, the Competition Act (Canada) and the Investment Canada Act with respect to the consummation of the transactions contemplated by this Agreement, will request early termination of any waiting period under the HSR Act, the Competition Act (Canada) and the Investment Canada Act, and will use reasonable efforts to obtain early termination of any such waiting periods. GC and the Company will file or cause to be filed as promptly as practicable with the United States Federal Trade Commission ("FTC"), the United States Department of Justice ("Justice Department"), and the Canadian Competition Bureau any supplemental information which may be requested pursuant to the HSR Act or the Competition Act (Canada), respectively. All filings referred to in this Section 6.2(b) will comply in all material respects with the requirements of the respective laws pursuant to which they are made. Each party shall pay its own fees in connection with the filing(s) by such party under the HSR Act and the Competition Act (Canada). (c) Without limiting the generality or effect of Section 6.2(b), and notwithstanding any provision herein to the contrary, each of the parties will (i) use reasonable commercial efforts to comply as expeditiously as possible with all lawful requests of Governmental Authorities for additional information and documents pursuant to the HSR Act, the Competition Act (Canada) and the Investment Canada Act, (ii) not (A) extend any waiting period under the HSR Act, the Competition Act (Canada) or the Investment Canada Act or (B) enter into any voluntary agreement with any Governmental Authorities not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other, and (iii) cooperate with each other and use reasonable efforts to obtain the requisite approval of the FTC, the Justice Department and the Canadian Competition Bureau. (d) Prior to the Effective Time, the Company shall provide GC with all necessary and proper information to obtain a Section 116 Clearance Certificate (the"Certificate") from the appropriate Canadian authority. Following the receipt of such information from the Company, GC will use its reasonable efforts to obtain such Certificate. Section 6.3 Notices of Certain Events. Each of GC and the Company shall promptly notify the other party hereto of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; 8 11 (c) any actions, suits, claims, investigations, or proceedings commenced or, to its actual knowledge, threatened against, relating to, or involving, or otherwise affecting such party that relate to the consummation of the transactions contemplated by this Agreement; (d) (i) the discovery by such party that any representation or warranty contained in this Agreement is untrue or inaccurate in any material respect and (ii) any material failure on its part to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.3(d) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. Section 6.4 Publicity. Each party agrees that it shall not issue any press release or public announcement concerning this Agreement or the transactions contemplated by this Agreement, other than as required by law, without providing prior notice of the specific subject matter thereof to the other parties hereto. Section 6.5 Amendment of Agreement Prior to the Merger. Notwithstanding any other provision of this Agreement, GC and GE Capital agree with Weatherford, WEUS, and the Company that, at the request of Weatherford, WEUS, or the Company at any time prior to the Closing, this Agreement may be amended to reflect the purchase by a Weatherford entity other than the Company of GC's interests in Canada, the Partnership and the General Partner, or such other structure that would reduce the transaction costs of the Merger to Weatherford, WEUS, or the Company; provided, however, that such amendment shall not adversely affect the rights of or the transaction costs to GC or GE Capital. If a revised structure is substituted, the parties shall execute an appropriate amendment to this Agreement in a form mutually acceptable to GC and GE Capital, on the one hand, and Weatherford, WEUS, and the Company, on the other hand, to reflect the revised structure. ARTICLE VII Conditions to the Purchase and Sale Section 7.1 Conditions to the Obligations of Each Party. The obligations of Weatherford, WEUS, the Company, GE Capital and GC to consummate the Purchase are subject to the satisfaction, or waiver, of the following conditions: (a) any applicable waiting period under the HSR Act relating to this Agreement, the Purchase, and the other transactions contemplated hereby shall have expired or been terminated; (b) no provision of any applicable law or regulation and no judgment, injunction, order, or decree shall prevent, prohibit or impair the consummation of the Purchase; and (c) all conditions to the Merger, as set forth in the Merger Agreement, shall have been satisfied or waived, and such transaction shall close (the "Closing") contemporaneously with the Purchase. 9 12 Section 7.2 Conditions to the Obligations of Weatherford, WEUS, and the Company. The obligations of Weatherford, WEUS, and the Company to consummate the Purchase are subject to the satisfaction, or waiver, of the following further conditions: (a) (i) all representations and warranties of GE Capital and GC contained in Article III and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing as if made on and as of such date and (ii) all covenants and agreements of GE Capital and GC contained in this Agreement to be performed on or before the Closing in accordance with this Agreement shall have been duly performed in all material respects; and (b) the Company shall have received at the Closing (i) a certificate(s), dated the day of the Closing and validly executed by or on behalf of GE Capital and GC, to the effect that the conditions set forth in clauses (a)(i) and (a)(ii) above have been so satisfied and (ii) an acknowledgment of the obligations and rights referred to herein for the benefit of the referenced parties. Section 7.3 Conditions to the Obligations of GE Capital and GC. The obligations of GE Capital and GC to consummate the Purchase are subject to the satisfaction, or waiver, of the following further conditions: (a) (i) all representations and warranties of Weatherford, WEUS, and the Company contained in Article IV, and in any agreement, instrument, or document delivered pursuant hereto or in connection herewith on or prior to the Closing shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing as if made on and as of such date, and (ii) all covenants and agreements of Weatherford, WEUS, and the Company contained in this Agreement to be performed on or before the Closing in accordance with this Agreement shall have been duly performed in all material respects; and (b) GE Capital and GC shall have received at the Closing a certificate(s), dated the day of the Closing and validly executed by or on behalf of Weatherford, WEUS, and the Company, to the effect that the conditions set forth in clauses (a)(i) and (a)(ii) above have been so satisfied and (ii) an acknowledgment of the obligations and rights referred to herein for the benefit of the referenced parties. ARTICLE VIII Termination Section 8.1 Termination. This Agreement may be terminated by any party hereto, and the Purchase may be abandoned, at any time prior to the Closing (notwithstanding any corporate approvals of this Agreement and the transactions contemplated herein) (a) if the Merger Agreement has been terminated; (b) if the Closing contemplated herein shall not have occurred on or before March 31, 2001; provided that all parties agree to use their reasonable efforts to cause the Closing to occur on or before March 31, 2001, or as soon as possible thereafter; or (c) if there has been a material violation or breach by any of the parties of any agreement, representation or 10 13 warranty contained in this Agreement which has rendered the satisfaction of any condition to the obligations of the parties to effect the Closing impossible and such violation or breach has not been waived by the other parties. Section 8.2 Procedure and Effect of Termination. In the event of termination of this Agreement and abandonment of the Purchase contemplated hereby pursuant to Section 8.1, written notice thereof shall forthwith be given by the terminating party to the other parties and this Agreement shall terminate and the Purchase contemplated hereby shall be abandoned, without further action by any of the parties hereto and all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other Person to which they were made. Said termination shall not affect the rights of the parties hereto with respect to breaches of any agreement, covenant, representation or warranty contained in this Agreement. ARTICLE IX Miscellaneous Section 9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Delaware without reference to the choice of law principles thereof. Section 9.2 Entire Agreement. This Agreement and any other agreements to be entered into as contemplated herein constitute the entire agreement between the parties with respect to the subject matter hereof and there are no agreements, understandings, representations or warranties between the parties other than those set forth or referred to herein. Section 9.3 Survival. The representations and warranties in Article III and Article IV shall survive the execution and delivery of this Agreement for a period of two years after the date of the Closing; provided, however, that the representations and warranties in Section 3.1 and Section 4.3 shall survive indefinitely. Section 9.4 Expenses and Fees. Except to the extent specifically provided for herein, whether or not the transactions contemplated hereby are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the party incurring such costs and expenses. Section 9.5 Notices. All notices hereunder shall be sufficient upon receipt for all purposes hereunder if in writing and delivered personally, sent by documented overnight delivery service or, to the extent receipt is confirmed, telecopy, telefax, or other electronic transmission service to the appropriate address or number as set forth below. 11 14 If to GE Capital or GC, to: General Electric Capital Corporation 260 Long Ridge Road Stamford, Connecticut 06927 Attention: General Counsel with a copy to: Weil, Gotshal & Manges, LLP 700 Louisiana, Suite 1600 Houston, Texas 77002 Attention: Charles E. Harrell if to the Company, to: Weatherford International, Inc. 5 Post Oak Park, Suite 1760 Houston, Texas 77027 Attention: Curtis W. Huff with a copy to: Andrews & Kurth L.L.P. 4200 Chase Tower 600 Travis Houston, Texas 77002 Attention: Robert V. Jewell Section 9.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted in this Section 9.6. Except as set forth in Section 6.5, neither this Agreement nor any of the rights, interests or obligations of any party arising hereunder or as contemplated by the transactions set forth herein may be assigned, delegated, or otherwise transferred, including by operation of law, without the consent of each of the other parties hereto. Section 9.7 Headings; Definitions. The Section and Article headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. All references to Sections or Articles contained herein mean Sections or Articles of this Agreement unless otherwise stated. All capitalized terms defined herein are equally applicable to both the singular and plural forms of such terms. Section 9.8 Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by the party against whom enforcement of any such modification or amendment is sought. Any party hereto may, only by an instrument in writing, waive compliance by any other party hereto with any term or provision of this Agreement on the part of such other party hereto to be performed or complied with. The 12 15 waiver by any party hereto of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach. Section 9.9 Agreement for the Parties' Benefit. This Agreement is not intended to confer upon any Person not a party hereto any rights or remedies hereunder, and no Person other than the parties hereto or such Persons described above is entitled to rely on any representation, warranty, or covenant contained herein. Section 9.10 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are fulfilled to the extent possible. Section 9.11 Jurisdiction. Any legal action, suit, or proceeding in law or equity arising out of or relating to this Agreement and transactions contemplated by this Agreement may be instituted in any state or federal court in Harris County, Houston, Texas, and each party agrees not to assert, by way of motion, as a defense, or otherwise, in any such action, suit, or proceeding, any claim that it is not subject personally to the jurisdiction of such court, that its property is exempt or immune from attachment or execution, that the action, suit, or proceeding is brought in an inconvenient forum, that the venue of the action, suit, or proceeding is improper or that this Agreement, or the subject matter hereof or thereof may not be enforced in or by such court. Each party further irrevocably submits to the jurisdiction of any such court in any such action, suit, or proceeding. Any and all service of process and any other notice in any such action, suit, or proceeding shall be effective against any party if given by registered or certified mail, return receipt requested, or by any other means of mail which requires a signed receipt, postage prepaid, mailed to such party at the address listed in Section 9.4. Section 9.12 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Section 9.13 Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement was not performed in accordance with its terms or were otherwise breached, and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity. Section 9.14 Counterparts; Effectiveness. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 13 16 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. WEATHERFORD INTERNATIONAL, INC. By: /s/ Curtis W. Huff ---------------------------------------- Name: Curtis W. Huff -------------------------------------- Title: Executive Vice President ------------------------------------- WEUS HOLDING, INC. By: /s/ Curtis W. Huff ---------------------------------------- Name: Curtis W. Huff -------------------------------------- Title: Executive Vice President ------------------------------------- ENTERRA COMPRESSION COMPANY By: /s/ Curtis W. Huff ---------------------------------------- Name: Curtis W. Huff -------------------------------------- Title: Executive Vice President ------------------------------------- GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Victor F. Guaglianone ---------------------------------------- Name: Victor F. Guaglianone -------------------------------------- Title: Vice President ------------------------------------- GLOBAL COMPRESSION SERVICES, INC. By: /s/ Victor F. Guaglianone ---------------------------------------- Name: Victor F. Guaglianone -------------------------------------- Title: Vice President ------------------------------------- 14 EX-99.G 7 h81362ex99-g.txt ITEMS 2, 5 AND 6 AND SCHEDULE I OF THE SC 13D 1 Exhibit G Items 2, 5 and 6, and Schedule 1 of the Schedule 13D filed with the Securities and Exchange Commission with respect to Universal Common Stock on June 9, 2000, by Castle Harlan and the reporting persons named therein. 2 EXHIBIT G Item 2. Identity and Background. ----------------------- (a) This Schedule is filed on behalf of: (i) Mellon Bank, N.A., as Trustee for the Bell Atlantic Master Trust ("Bell Atlantic"), a Delaware corporation, with respect to the Shares owned by it; (ii) Bell Atlantic Asset Management Company, a wholly-owned subsidiary of Bell Atlantic Corporation and an investment manager to Bell Atlantic ("BAAMCO"), in connection with the shares owned by Bell Atlantic; (iii) First Union Capital Partners, Inc. ("FUCP"), a Virginia corporation, with respect to the Shares owned by it; (iv) First Union National Bank ("FUNB"), a National Association, with respect to the Shares beneficially owned indirectly by it through its direct ownership of FUCP; (v) First Union Corporation ("FTU"), a North Carolina corporation, with respect to the Shares beneficially owned indirectly by it through its indirect ownership of FUCP; (vi) Taunus Corporation ("Taunus"), a corporation organized under the laws of the State of Delaware, DB Capital Partners, Inc. ("DBCP Inc."), a corporation organized under the laws of the State of Delaware, DB Capital Partners, L.P. ("DBCP L.P."), a limited partnership organized under the laws of the State of Delaware, DB Capital Partners, L.L.C. ("DBCP L.L.C"), a limited liability company filed under the laws of the State of Delaware and DB Capital Partners SBIC, L.P. ("DBCP SBIC"), a limited partnership organized under the laws of the State of Delaware in connection with respect to the shares owned directly by DBCP SBIC; (vii) State Street Bank and Trust Company, as Trustee of Du Pont Pension Trust ("DuPont"), with respect to the Shares owned by it; (viii) Brown University Third Century Fund ("Brown"), with respect to the Shares owned by it; 3 CUSIP No. 913431-10-2 (ix) Castle Harlan Partners III, L.P. ("CHP III"), a Delaware limited partnership, in connection with Shares owned directly by it and Shares owned directly by Bell Atlantic, First Union, DB, DuPont and Brown (collectively, the "Co-Investors"); (x) Castle Harlan Associates III, L.P. ("CH Associates"), a Delaware limited partnership, in connection with the Shares owned directly by CHP III, CH Offshore and CH Affiliates; (xi) Castle Harlan, Inc. ("CHI"), a Delaware corporation, in connection with Shares owned directly by it and the Shares owned directly by CHP III, CH Offshore, CH Affiliates and the Co-Investors; (xi) Castle Harlan Partners III, G.P., Inc. ("CHPGP"), a Delaware corporation, in connection with the Shares owned directly by CHP III, CH Offshore, CH Affiliates and the Co-Investors; (xii) William M. Pruellage, in connection with Shares owned by him; (xiii) Sylvia Rosen, in connection with Shares owned directly by her; (xiv) Howard Weiss, in connection with Shares owned directly by him; (xv) the Marc A. Weiss 1994 Trust (the "Marc Trust"), in connection with Shares owned directly by it; (xvi) the Michael D. Weiss 1994 Trust (the "Michael Trust"), in connection with shares owned directly by it; (xvii) Marcel Fournier, in connection with Shares owned through Tucker Anthony Inc., Custodian FBO/Marcel Fournier, IRA-R ID# 04-256629; (xviii) Leonard M. Harlan, in connection with Shares owned directly by him; (xix) Samuel Urcis, in connection with Shares owned directly by him; (xx) David H. Chow, in connection with Shares owned directly by him; (xxi) Jeffrey M. Siegal, in connection with Shares owned directly by him; (xxii) William J. Lovejoy, in connection with Shares owned directly by him; (xxiii) John Peter Laborde, in connection with Shares owned directly by him; (xxiv) Cliffe Floyd Laborde, in connection with Shares owned directly by him; (xxv) Gary Lee Laborde, in connection with Shares owned directly by him; 4 CUSIP No. 913431-10-2 (xxvi) John Peter Laborde, Jr., in connection with Shares owned directly by him; (xxvii) John Tracy Laborde, in connection with Shares owned directly by him; (xxviii) Mary Adrienne Laborde Parsons, in connection with Shares owned directly by her; (xxix) Castle Harlan Offshore Partners, L.P. ("CH Offshore"), a Delaware limited partnership, in connection with Shares owned directly by it; (xxx) Castle Harlan Affiliates III, L.P. ("CH Affiliates"), a Delaware limited partnership, in connection with Shares owned directly by it; (xxxi) Branford Castle Holdings, Inc. ("Branford"), a Delaware corporation, in connection with Shares owned directly by it; (xxxii) Frogmore Forum Family Fund, LLC ("Frogmore"), in connection with Shares owned directly by it; and (xxxiii) John K. Castle, in connection with Shares owned by (A) CHI, CHP III, CH Offshore, CH Affiliates, Branford, Frogmore, the Marc Trust, the Michael Trust, Messrs. Harlan, Urcis, Pruellage, Weiss, Fournier, Chow, Siegal and Lovejoy and Ms. Rosen (collectively, the "CH Group"), (B) the Co- Investors and (C) John P. Laborde, Cliffe F. Laborde, Gary L. Laborde, John T. Laborde, John P. Laborde, Jr. and Mary Adrienne Laborde Parsons (collectively, the "Labordes"). The persons and entities above are referred to herein collectively as the "Reporting Persons". Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information furnished by another Reporting Person. The general partner of each of CHP III, CH Offshore and CH Affiliates is CH Associates. The general partner of CH Associates is CHPGP. The executive officers of CHPGP are Messrs. Castle, Harlan, Weiss and David Pittaway. The directors of CHPGP are Messrs. Castle and Harlan. CHI is the investment manager for CHP III, CH Offshore and CH Affiliates and has the discretion, without the need for additional approval, to direct the investments of CHP III, CH Offshore and CH Affiliates. The directors of CHI are Messrs. Castle and Harlan. The executive officers of CHI are (i) John K. Castle - Chairman and controlling stockholder, (ii) Leonard M. Harlan - President, (iii) David Pittaway - Managing Director, Vice President and Secretary and (iv) Howard Weiss - Vice President, Treasurer and Chief Financial Officer. The managing members of Frogmore are Messrs. Castle and Weiss. 5 CUSIP No. 913431-10-2 The executive officers of Branford are (i) Mr. Castle - President and Treasurer and (ii) David A. Castle - Vice President and Secretary. The sole director of Branford is Mr. Castle. The trustee of Bell Atlantic is Mellon Bank, N.A. The directors of Bell Atlantic are: William F. Heitman (principal occupation is Vice President - Treasurer (Acting) of Bell Atlantic Corporation); Victor S. Gomperts (principal occupation is Vice President - Tax); Frederick Salerno (principal occupation is Senior Executive Vice President and Chief Financial Officer - Strategy and Business Development of Bell Atlantic Corporation); and Bruce Franzese (principal occupation is Vice President and General Counsel of Bell Atlantic). The principal business address for each director of Bell Atlantic (other than Mr. Franzese) is 1095 Avenue of the Americas, New York, NY 10036. The executive officers of Bell Atlantic are Mr. Heitman; Marie LoGiudice (principal occupation is Vice President Operations of Bell Atlantic); A. Jay Baldwin (principal occupation is Vice President Private Markets of Bell Atlantic); Audrey Kent (principal occupation is Vice President Internal Investment Management); and Bruce Franzese (Vice President and General Counsel of Bell Atlantic). The principal business address for each executive officer of Bell Atlantic (other than Mr. Heitman) is 245 Park Avenue, 4th Floor, New York, NY 10162. The directors of Bell Atlantic Corporation are Richard L. Carrion (principal occupation is Chairman, President and Chief Executive Officer of Banco Popular de Puerto Rico and Popular, Inc. and principal business address is 209 Munoz Rivera Avenue, Hato Rey, Puerto Rico 00918); James G. Cullen (principal occupation is President and Chief Operating Officer of Bell Atlantic and principal business address is 1310 N. Court House Road, Arlington, VA 22201); Helen L. Kaplan (principal occupation is counsel at Skadden, Arps, Slate, Meagher & Flom LLP and principal business address is Four Times Square, 44th Floor, New York, NY 10036-6522); Joseph Neubauer (principal occupation is Chairman and Chief Executive Officer of ARAMARK Corporation and principal business address is 1101 Market Street, 31st Floor, Philadelphia, PA 19107); Thomas H. O'Brien (principal occupation is Chairman of the PNC Financial Services Group, Inc. and principal business address is 249 5th Avenue, 30th Floor, Pittsburgh, PA 15222-2707); Hugh B. Price (principal occupation is the President and Chief Executive Officer of the National Urban League and principal business address is 120 Wall Street, 8th Floor, New York, NY 10005); Ivan Seidenberg (principal occupation is Chairman of the Board and Chief Executive Officer of Bell Atlantic Corporation and principal business address is 1095 Avenue of the Americas, New York, NY 10036); Walter V. Shipley (principal business address is 270 Park Avenue, New York, NY 10017-2070); and John R. Stafford (principal occupation is Chairman, President and Chief Executive officer of American Home Products Corporation and principal business address is 5 Giralda Farms, Madison, NJ 07940). The officers of Bell Atlantic Corporation are: Lawrence T. Babbio, Jr. (principal occupation President and Chief Operating Officer of Bell Atlantic Corporation and principal business address is 1095 Avenue of the Americas, New York, NY 10036); Mr. Cullen; Jacquelyn B. Gates (principal occupation is Vice President - - - Ethics and Corporate Compliance of Bell Atlantic Corporation and principal business address is 1095 Avenue of the Americas, New York, NY 10036); William F. Heitmann (principal occupation is Vice President - Treasurer (Acting) of Bell Atlantic Corporation and principal business office is 1095 Avenue of the Americas, New York, NY 10036); John F. Killian (principal occupation is Vice 6 CUSIP No. 913431-10-2 President - Investor Relations of Bell Atlantic Corporation and principal business address is 1095 Avenue of the Americas, New York, NY 10036); Mark J. Mathis (principal occupation is Executive Vice President and General Counsel (Acting) of Bell Atlantic Corporation and principal business address is 1095 Avenue of the Americas, New York, NY 10036); Frederic Salerno (principal occupation is Senior Executive Vice President and Chief Financial Officer - Strategy and Business Development of Bell Atlantic Corporation and principal business address is 1095 Avenue of the Americas, New York, NY 10036); Mr. Seidenberg; Dennis F. Strigl (principal occupation is President and Chief Executive Officer of Verizon Wireless and principal business address is 180 Washington Valley Road, Bedminster, NJ 07921); Thomas J. Tauke (principal occupation is Executive Vice President - External Affairs and Corporate Communications (Acting) of Bell Atlantic Corporation and principal business address is 1300-I Street, N.W., Washington, DC 20005); and Doreen A. Toben (principal occupation is Vice President - Controller of Bell Atlantic Corporation and principal business address is 1095 Avenue of the Americas, New York, NY 10036). Each executive officer and director of Bell Atlantic and Bell Atlantic Corporation is a citizen of the United States. Certain information required by this Item 2 concerning the directors and executive officers of certain Reporting Persons is set forth on Schedule 1 attached hereto, which is incorporated herein by reference. DBCP L.L.C. is the General Partner of DBCP SBIC. DBCP L.P. is the Managing Member of DBCP L.L.C. DBCP Inc. is the General Partner of DBCP L.P. The executive officers and directors of DBCP Inc. are Charles Ayres, Managing Director (principal occupation is Managing Director, DB Capital Partners, Inc. and principal address is 130 Liberty Street, 25th Floor, New York, NY 10006), Joseph T. Wood, Managing Director (principal occupation is Managing Director, DB Capital Partners, Inc. and principal address is 130 Liberty Street, 25th Floor, New York, NY 10006), and James Edward Virtue, Managing Director (principal occupation is President of Deutsche Bank Securities Inc. and principal address is 130 Liberty Street, 25th Floor, New York, NY 10006). The executive officers and directors of Taunus are Richard W. Ferguson, Director and Treasurer (principal occupation is Managing Director of Deutsche Bank AG, New York Branch, 31 West 52nd Street, New York, NY 10019), Gary T. Handel, Director (principal occupation is Managing Director of Deutsche Bank AG, New York Branch, 31 West 52nd Street, New York, NY 10019), John A. Ross, Director, President and Chief Executive Officer (principal occupation is Executive Vice President and General Manager of Deutsche Bank AG, New York Branch, 31 West 52nd Street, New York, NY 10019), Troland S. Link, Vice President (principal occupation is Managing Director and General Counsel of Deutsche Bank AG, New York Branch, 31 West 52nd Street, New York, NY 10019) and David Mellgard, Secretary (principal occupation is Director and Counsel of Deutsche Bank AG, New York Branch, 31 West 52nd Street, New York, NY 10019). DuPont Capital Management Corporation is a wholly-owned subsidiary of the DuPont Corporation and is responsible for managing the assets of DuPont. Wilmington Trust has been the trustee of DuPont from 1942 up to and including May 31, 2000. Effective June 1, 2000 State Street Bank and Trust became the trustee for DuPont. 7 CUSIP No. 913431-10-2 Brown is a non-profit corporation established to support the educational purposes of Brown University, its sole shareholder. Brown University is itself a non-profit corporation operating exclusively for charitable and educational purposes. The executive officers of Brown are (i) John P. Birkelund - Chairman, (ii) Marvyn Carton - Vice Chairman, (iii) Jonathan L. Shear - Treasurer, and (iv) Beverly E. Ledbetter - Secretary. The directors of Brown are Mark L. Attansio, John P. Birkelund, James J. Burke, Jr., Gordon E. Cadwgan, Marvyn Carton, Richard C. Dresdale, Jeffry W. Greenberg, John W. Holman, Jr. Beverly E. Ledbetter, Stephen Robert, Jonathan L. Shear, and John Simon. The Reporting Persons are making a joint filing pursuant to the requirements of Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), because, by reason of their relationship as described herein, they may be deemed to be a "group" and "deemed to have acquired beneficial ownership" within the meaning of Rules 13d-3 and 13d-5 promulgated under the Exchange Act with respect to acquiring, holding and disposing of the Shares. (b) The address of the principal businesses and offices of (i) the CH Group (other than Mr. Urcis) is c/o Castle Harlan, Inc., 150 East 58th Street, 37th Floor, New York, NY 10155; (ii) Mr. Urcis is 1160 Marilyn Drive, Beverly Hills, CA 90210; (iii) the Labordes is c/o John Peter Laborde, 601 Poydras Street, Suite 1637, New Orleans, LA 70136; (iv) Mellon Bank, N.A., the trustee of Bell Atlantic is located at One Mellon Bank Center, Pittsburgh, PA 15248-0001. Mr. Chow's address is 7 Roshab Lane, Westport, CT 06880. Mr. Siegal's address is 340 E. 80th Street, New York, NY 10021. Mr. Lovejoy's address is c/o DB Capital Partners, Inc., 130 Liberty Street, New York, New York 10006. The address of BAAMCO's principal place of business is 245 Park Avenue, 40th Floor, New York, New York 10167. The address of Bell Atlantic Corporation's principal place of business is 1095 Avenue of the Americas, New York, NY 10036. The address of the principal business and principal office of FUCP is One First Union Center, 301 South College Street, 5th Floor, Charlotte, North Carolina 28288-0732. The address of the principal business and principal office of FUNB and FTU is One First Union Center, 301 South College Street, Charlotte, North Carolina 28288-0732. The address of Taunus's principal place of business and principal office is 31 West 52nd Street, New York, New York 10019. The address of DBCP Inc.'s, DBCP L.P.'s, DBCP L.L.C.'s and DBCP SBIC's principal place of business and principal office is 130 Liberty Street, New York, New York 10006; DuPont is c/o DuPont Capital Management Corp., Delaware Corporate Center, One Righter Parkway, Suite 3200, Wilmington, Delaware 19803; and Brown is Attention: Christopher Longee, 164 Angell Street, Box C, Providence, Rhode Island, 02912. (c) The principal business of CHP III, CH Offshore, CH Affiliates, Branford and Frogmore is that of making investments. The principal business of CH Associates is of being the general partner of CHP III, CH Offshore and CH Affiliates. The principal business of CHPGP is of being the general partner of CH Associates. The principal business of CHI is to provide business and organizational strategy, financial and investment management and merchant and investment banking services for various limited partnerships. 8 CUSIP No. 913431-10-2 The principal occupation of Mr. Castle is as being an executive officer and director of CHI, CHPGP and Branford, and managing member of Frogmore. The principal occupation of Mr. Harlan is as being an executive officer and director of CHI and CHPGP. The principal occupation of Mr. Weiss is as being an executive officer of CHI and managing member of Frogmore. The principal occupation of Mr. Fournier, Ms. Rosen and Mr. Pruellage is as being officers of CHI. The principal business of the Marc Trust and the Michael Trust is that of making investments. The principal occupation of Mr. Urcis is as being a venture capitalist. The principal occupation of Mr. Lovejoy is being an officer of DBCP Inc., which also may be deemed to beneficially own an interest in the Issuer. The principal occupation of Mr. Chow is managing investments for his own account and other individuals. The principal occupation of Mr. Siegal is being a chief financial officer of BD Capital Partners. The principal business of Bell Atlantic is investment advisor. FUCP, a wholly-owned subsidiary of FUNB, is engaged principally in the business of venture capital investing. FUNB, which is engaged principally in the business of banking, is a wholly-owned subsidiary of FTU. FTU is a financial holding company which is principally engaged in the business of banking through its subsidiaries. Taunus's principal business is to function as a holding company for Deutsche Bank AG's United States operations. DBCP SBIC is an indirect wholly- owned subsidiary of Taunus and DBCP SBIC's principal business is to function as part of the merchant banking arm of Deutsche Bank AG. DBCP Inc. is the general partner of DBCP L.P, which is the managing member of DBCP L.L.C. which is the general partner of DBCP SBIC. The principal business of DBCP Inc., DBCP L.P. and DBCP L.L.C. is to serve as holding companies. Mr. Lovejoy, who also owns an interest in the Issuer, is an officer of DBCP Inc. The principal business of DuPont is a pension fund. The principal business of Brown is a non-profit educational institution. John P. Laborde is retired. The principal occupation of Cliffe F. Laborde is as being Senior Vice President and General Counsel of Tidewater, Inc. The principal occupation of Gary L. Laborde is as being President of Laborde Marine Lifts, Inc. The principal occupation of John T. Laborde is as being an executive of Laborde Products, Inc. 9 CUSIP No. 913431-10-2 The principal occupation of John P. Laborde, Jr. is as being President of Laborde Marine, L.L.C. The principal occupation of Mary Adrienne Laborde Parsons is as being a housewife. (d) None of the Reporting Persons, nor, to the best knowledge of FUCP, FUNB and FTU, any of the persons named in Schedule 1, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons nor, to the best knowledge of any of the persons name in Schedule 1, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Other than Mr. Fournier, each of the reporting persons who are individuals referred to in paragraph (a) above is a citizen of the United States. Mr. Fournier is a citizen of France. CHI, CHPGP and Branford are corporations formed under the laws of the State of Delaware. CHP III, CH Offshore, CH Affiliates and CH Associates are limited partnerships formed under the laws of the State of Delaware. Frogmore is a limited liability company formed under the laws of the State of Delaware. The Marc Trust and the Michael Trust are trusts organized under the laws of the State of New York. Bell Atlantic is a master pension trust organized under the laws of the State of New York. BAAMCO is a Delaware corporation, and its principal business is investment management. Bell Atlantic Corporation is a Delaware corporation, and its principal business is telecommunications. FTU is a corporation formed under the laws of the State of North Carolina. FUNB is a National Association. FUCP is a corporation formed under the laws of the State of Virginia. Taunus and DBCP Inc. are corporations formed under the laws of the State of Delaware. DBCP L.P. and DBCP SBIC are limited partnerships formed under the laws of the State of Delaware. DBCP L.L.C. is a limited liability company formed under the laws of the State of Delaware. DuPont is an ERISA-qualified pension fund. The investment manager, DuPont Capital Management Corporation, is a corporation organized under the laws of the State of Delaware. Brown is a non-profit 501(c)(3) corporation formed under the laws of the State of Rhode Island. 10 Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) The approximate aggregate percentage of Shares reported beneficially owned by each person herein is based upon the 12,982,332 Shares issued and outstanding as of May 30, 2000 as reflected in the Issuer's Prospectus dated May 23, 2000, plus the 275,000 Shares of common stock issued by the Issuer on June 7, 2000, for a total of 13,257,332 Shares issued and outstanding. 11 CUSIP No. 913431-10-2 As of the date hereof: (i) Bell Atlantic owns directly 535,269 Shares, constituting approximately 4.0% of the shares outstanding. BAAMCO is an investment manager to Bell Atlantic and has the power to direct the trustee of Bell Atlantic with respect to the disposition of and the voting of Shares owned by Bell Atlantic. BAAMCO is a direct, wholly-owned subsidiary of Bell Atlantic Corporation. (ii) FUCP owns directly 535,269 Shares, constituting approximately 4.0% of the shares outstanding. (iii) FUNB owns directly no Shares. By reason of the provisions of Rule 13d-3 of the Exchange Act, FUNB may be deemed to beneficially own the 535,269 Shares owned directly by FUCP, constituting approximately 4.0% of the shares outstanding. (iv) FTU owns directly no Shares. By reason of the provisions of Rule 13d-3 of Exchange Act, FTU may be deemed to beneficially own the 535,269 shares owned directly by FUCP, constituting approximately 4.0% of the shares outstanding. (v) DBCP SBIC owns directly 525,269 Shares constituting approximately 4.0% of the shares outstanding. Each of Taunus, DCBP Inc., DBCP L.P. and DBCP L.L.C. may be deemed to be the beneficial owner of the Shares owned by DBCP SBIC. (vi) DuPont owns directly 535,269 Shares, constituting approximately 4.0% of the shares outstanding. (vii) Brown owns directly 33,453 Shares, constituting less than one percent of the shares outstanding. (viii) Mr. Pruellage owns directly 167 Shares, constituting less than one percent of the shares outstanding. (ix) Ms. Rosen owns directly 334 Shares, constituting less than one percent of the shares outstanding. (x) Mr. Weiss owns directly 1,337 Shares, constituting less than one percent of the shares outstanding. (xi) The Marc Trust owns directly 334 Shares, constituting less than one percent of the shares outstanding. (xii) The Michael Trust owns directly 334 Shares, constituting less than one percent of the shares outstanding. (xiii) Mr. Fournier owns beneficially (through his individual retirement account) 1,337 Shares, constituting less than one percent of the shares outstanding. (xiv) Mr. Urcis owns directly 219,698 Shares, constituting approximately 1.7% of the shares outstanding, which includes 99,135 Shares subject to options which are fully exercisable and 40,146 Shares owned by CHP III, which shares Mr. Urcis has the option to purchase. 12 CUSIP No. 913431-10-2 (xv) Mr. Chow owns directly 10,035 Shares, constituting less than one percent of the shares outstanding. (xvi) Mr. Siegal owns directly 3,344 Shares, constituting less than one percent of the shares outstanding. (xvii) Mr. Lovejoy owns directly 334 Shares, constituting less than one percent of the shares outstanding. (xviii) John P. Laborde owns directly 33,453 Shares, constituting less than one percent of the shares outstanding. (xix) Cliffe F. Laborde owns directly 6,689 Shares, constituting less than one percent of the shares outstanding. (xx) Gary L. Laborde owns directly 6,689 Shares, constituting less than one percent of the shares outstanding. (xxi) John P. Laborde, Jr. owns directly 6,689 Shares, constituting less than one percent of the shares outstanding. (xxii) John T. Laborde owns directly 6,689 Shares, constituting less than one percent of the shares outstanding. (xxiii) Mary Adrienne Laborde Parsons owns directly 6,689 Shares, constituting less than one percent of the shares outstanding. (xxiv) Mr. Harlan owns directly 9,720 Shares, constituting less than one percent of the shares outstanding. (xxv) CHI owns directly 136,364 Shares. By reason of the provisions of Rule 13d-3 of the Exchange Act, CHI may be deemed to beneficially own 5,344,832 Shares, constituting approximately 40.3% of the shares outstanding, of which 2,936,718 Shares are owned by CHP III, 48,142 Shares are owned by CH Offshore, 49,079 Shares are owned by CH Affiliates and 2,174,529 Shares CHP III may direct the voting of pursuant to the Voting Agreement, dated as of February 20, 1998 (the "Voting Agreement"), as amended, among the Issuer, CHP III and the Co-Investors. CHI disclaims beneficial ownership of those Shares other than those owned directly by it. (xxvi) Branford owns directly 19,449 Shares, constituting less than one percent of the shares outstanding. (xxvii) CH Offshore owns directly 48,142 Shares, constituting less than one percent of the shares outstanding. (xxviii) CH Affiliates owns directly 49,079 Shares, constituting less than one percent of the shares outstanding. (xxix) Frogmore owns directly 11,177 Shares, constituting less than one percent of the shares outstanding. 13 CUSIP No. 913431-10-2 (xxx) CHP III owns directly 2,936,718 Shares. By reason of the provisions of Rule 13d-3 of the Exchange Act, CHP III may be deemed to beneficially own 5,111,247 Shares, constituting approximately 39.0% of the shares outstanding, of which 535,269 Shares are owned directly by Bell Atlantic, 535,269 Shares are owned directly by First Union, 535,269 Shares are owned directly by DB, 535,269 Shares are owned directly by DuPont and 33,453 shares are owned directly by Brown. CHP III disclaims beneficial ownership of those Shares other than those owned directly by it. (xxxi) CH Associates owns directly no Shares. By reason of the provisions of Rule 13d-3 of the Exchange Act, CH Associates may be deemed to beneficially own 5,208,468 Shares, constituting approximately 39.3% of the shares outstanding, of which 2,936,718 Shares are owned directly by CHP III, 48,142 Shares are owned directly by CH Offshore, 49,079 Shares are owned directly by CH Affiliates, and 2,174,529 Shares CHP III may direct pursuant to the Voting Agreement. CH Associates disclaims beneficial ownership of the Shares, except as to Shares representing the CH Associates's pro rata interest in, and interest in the profits of, CHP III, CH Offshore and CH Affiliates. (xxxii) CHPGP owns directly no Shares. By reason of the provisions of Rule 13d-3 of the Exchange Act, CHPGP may be deemed to beneficially own 5,208,468 Shares, constituting approximately 39.3% of the shares outstanding, of which 2,936,718 Shares are owned directly by CHP III, 48,142 Shares are owned directly by CH Offshore, 49,079 Shares are owned directly by CH Affiliates, and 2,174,529 Shares CHP III may direct the voting of pursuant to the Voting Agreement. CH Associates disclaims beneficial ownership of the Shares, except as to Shares representing CH Associates's pro rata interest in, and interest in the profits of, CHP III, CH Offshore and CH Affiliates. (xxxiii) Mr. Castle owns directly no Shares. By reason of the provisions of Rule 13d-3 of the Exchange Act, Mr. Castle may be deemed to own beneficially 5,550,049 Shares constituting approximately 41.9% of the shares outstanding, of which (A) 136,364 Shares are owned directly by CHI, (B) 2,936,718 Shares are owned directly by CHP III, (C) 2,174,529 Shares CHP III may direct the voting of pursuant to the Voting Agreement, (D) 235,540 Shares that Mr. Castle serves as voting trustee pursuant to the Voting Trust Agreement, dated as of February 20, 1998 (the "First Voting Trust Agreement"), among the Issuer, the CH Group (other than CHP III and CHI) and John K. Castle, as voting trustee, and (D) 66,898 Shares that Mr. Castle serves as voting trustee pursuant to the Voting Trust Agreement, dated as of December 1, 1998 (the "Second Voting Trust Agreement"), among the Issuer, the Labordes and John K. Castle, as voting trustee. Mr. Castle disclaims beneficial ownership of all such Shares, except as to Shares representing his pro rata interest in, and interest in the profits of, CHI, CHP III, CH Offshore, CH Affiliates, Frogmore and Branford. Each of the First Voting Trust Agreement, the Second Voting Trust Agreement and the Voting Agreement, filed as an exhibit to this Statement, is incorporated herein by reference. To the knowledge of FUCP, FUNB and FTU, none of the persons listed in Schedule 1 owns any Shares. 14 CUSIP No. 913431-10-2 (b) CHP III has the power to dispose of and the power to vote the Shares directly owned by it, which power may be exercised by its investment manager, CHI, or its general partner, CH Associates, or CH Associates' general partner, CHPGP, or CHPGP's and CHI's controlling stockholder, Mr. Castle. Each of CH Offshore and CH Affiliates has the power to dispose of the Shares directly owned by it, which power may be exercised by its investment manager, CHI, or its general partner, CH Associates, or CH Associates' general partner, CHPGP, or CHPGP's and CHI's controlling stockholder, Mr. Castle. Each of CH Offshore and CH Affiliates is party to the First Voting Trust Agreement which permits Mr. Castle to vote their Shares. Branford has the power to dispose of the Shares directly owned by it, which power may be exercised by its controlling stockholder, Mr. Castle. Branford is party to the First Voting Trust Agreement which permits Mr. Castle to vote its Shares. Frogmore has the power to dispose of the Shares directly owned by it, which power may be exercised by its managing member, Mr. Castle. Frogmore is party to the First Voting Trust Agreement which permits Mr. Castle to vote its Shares. CHI has the power to dispose of and the power to vote the Shares directly owned by it, which power may be exercised by its controlling stockholder, Mr. Castle. Each Co-Investor has the power to vote and the power to dispose of their own Shares, but have entered into a Voting Agreement with CHP III whereby each Co-Investor has agreed to vote their Shares in the same manner as CHP III. Each person and entity of the CH Group (other than CHI) has the power to dispose of their own Shares, but have entered into the First Voting Trust Agreement which permits Mr. Castle to vote their Shares. Each of Messrs. Harlan, Fournier, Pruellage, Urcis, Chow, Siegal and Lovejoy, Ms. Rosen, the Marc Trust and the Michael Trust has the power to dispose of the Shares directly owned by it, him or her, but have entered into the First Voting Trust Agreement which permits Mr. Castle to vote their Shares. Each of the Labordes has the power to dispose of the Shares directly owned by him or her, but have entered into the Second Voting Trust Agreement which permits Mr. Castle to vote their Shares. FUCP has the power to dispose of and the power to vote the Shares directly owned by it, which power may be exercised by FUNB and FTU by virtue of the control relationship. (c) The trading, dates, number of Shares purchased or sold and price per share for all transactions in the Common Stock from the 60th day prior to May 30, 2000 until the date of this filing by the Reporting Persons are as follows: (i) by CHI - 136,364 Shares on May 30, 2000 at $22.00 per share and (ii) by Mr. Urcis - 6,818 Shares on May 30, 2000 at $22.00 per share. On May 30, 2000, the Issuer consummated an initial offering of the Shares to the 15 CUSIP No. 913431-10-2 public (the "IPO"). As a result of the IPO, each Reporting Person (other than CHI, who owned no shares of Preferred Stock) received 2.3256 Shares for each share of Series A Preferred Stock, par value $.01 per share, of the Issuer (the "Preferred Stock"), owned by them prior to the IPO. Additionally, each share outstanding immediately prior to the IPO was split on a 7.4248-for-1 basis. During such period, no Reporting Person or person listed on Schedule 1 entered into any other transaction in the Shares. (d) No person other than each respective record owner of Shares referred to herein is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds of sale of such Shares. (e) Not applicable. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of any common stock referred to in this Statement for the purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed. 16 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ---------------------------------------- (a) Mr. Castle is the sole trustee under the First Voting Trust Agreement. The Reporting Persons who are party to the First Voting Trust Agreement are the CH Group other than CHP III and CHI. (b) Mr. Castle is the sole trustee under the Second Voting Trust Agreement. The Reporting Persons who are party to the Second Voting Trust Agreement are the Labordes. (c) CHP III is a party to the Voting Agreement. The Reporting Persons who are party to the Voting Agreement are the Co-Investors. Each of the First Voting Trust Agreement, the Second Voting Trust Agreement and the Voting Agreement, filed as an exhibit to this Statement, is incorporated herein by reference. 17 CUSIP No. 913431-10-2 SCHEDULE 1 TO 13D First Union Corporation. The following table provides certain information about First Union Corporation's directors: Name Business (B) or Principal Occupation Citizenship Residence (R) Address - ----------------- ------------------- --------------------- -------------- A. Dano Davis (R) Chairman, Winn-Dixie United 4861 Ortega Blvd. Stores, Inc. States Jacksonville, FL Jacksonville, Florida, 32210 a food retailer 5050 Edgewood Court Jacksonville, FL 32254. Roddey Dowd, Sr. (R) Chairman of the United 1242 Queens Road Executive Committee, States West Charlotte, Charlotte Pipe and NC 28207 Foundry Company, Charlotte, North Carolina, a manufacturer of pipe and fittings P. O. Box 35430 Charlotte, NC 28235. William H. (R) Chairman, CCA United Goodwin, Jr. 6701 River Road Industries, Inc., States Richmond, VA 23229 Richmond, Virginia, a diversified holding company 901 East Cary St., Suite 1400 Richmond, VA 23219. Radford D. Lovett (R) Chairman, Commodores United 129 Ponte Vedra Point Terminal States Blvd. Ponte Vedra Corporation, Beach, FL 32082 Jacksonville, Florida, an operator of a marine terminal and a real estate management company 18 CUSIP No. 913431-10-2 Name Business (B) or Principal Occupation Citizenship Residence (R) Address - ----------------- ------------------- --------------------- -------------- 1600 Independent Square Jacksonville, FL 32202. Mackey J. McDonald (R) Chairman, President United 1821 Museum Road and Chief Executive States Wyomissing, PA Officer, VF 19610 Corporation, Greensboro, North Carolina, an apparel manufacturer 1047 North Park Road Wyomissing, PA 19610. Lanty L. Smith (R) Chairman, Soles United 1401 Westridge Road Brower Smith & Co., States Greensboro, NC Greensboro, North 27401 Carolina, an investment banking firm 301 North Elm St., Suite 600 Greensboro, NC 27401. G. Kennedy (B) Chief Executive United Thompson First Union Officer and President, States National Bank First Union One First Union Corporation. Center 301 South College Street Charlotte, NC 28222 Beverly F. Dolan (B) Investor United 1990 Two First States Union Center Charlotte, NC 28282 Erskine B. Bowles (B) General Partner, United Carousel Capital Forstmann Little & States Partners, L.P. Co., New York, New 201 North Tryon York, and Managing Street Suite 2450 Director, Carousel Charlotte, NC Capital Company, 28202 LLC, Charlotte, North Carolina, 19 CUSIP No. 913431-10-2 Name Business (B) or Principal Occupation Citizenship Residence (R) Address - ----------------- ------------------- --------------------- -------------- merchant banking- private equity companies. Robert J. Brown (R) Chairman, President United 1129 Pennywood and Chief Executive States Drive High Point, Officer, B&C NC 27265 Associates, Inc., High Point, North Carolina, a public relations and marketing research firm P. O. Box 2636 High Point, NC 27261. Edward E. (B) Chairman, First United Crutchfield First Union Union Corporation. States Corporation One First Union Center Charlotte, NC 28288 James E. S. Hynes (B) Chairman, Hynes, United Hynes, Inc. Inc., Charlotte, States 6525 Morrison Blvd. North Carolina, Suite 515 a sales and marketing Charlotte, NC 28211 services firm. Herbert Lotman (B) Chairman and Chief United Kaystone Foods Executive Officer, States Holding Co., Inc. Keystone Foods 401 City Avenue Holding Company, Suite 800 Inc., Bala Cynwyd, Bala Cynwyd, PA Pennsylvania, a 19004 global food processor and logistics company. Patricia A. McFate (B) Senior Scientist, United Science Strategies Group, States Applications Science Applications International International Corporation Corporation, Santa Fe, 22 Clematis Circle New Mexico, a systems Sante Fe, NM 87501 engineering company. 20 CUSIP No. 913431-10-2 Name Business (B) or Principal Occupation Citizenship Residence (R) Address - ----------------- ------------------- --------------------- -------------- Joseph Neubauer (R) Chairman and Chief United 210 Rittenhouse Executive Officer, States Square, W. ARAMARK Corporation, Apt. 3106 Philadelphia, Philadelphia, PA Pennsylvania, a service 19103 management company ARA Tower, 1101 Market Street Philadephia, PA 19107. Ruth G. Shaw (R) Executive Vice United 288 Avinger Lane President and Chief States Davidson, NC 28036 Administrative Officer, Duke Energy Corporation, Charlotte, North Carolina, an energy company P. O. Box 1009 Charlotte, NC 28201- 1009. Edward E. Barr (R) Chairman, Sun United 560 Illingworth Chemical Corporation, States Avenue Fort Lee, New Jersey, Englewood, NJ 07631 a graphic arts materials manufacturer 222 Bridge Plaza South Fort Lee, NJ 07024. G. Alex Bernhardt, (R) Chairman and Chief United Sr. 7120 GreenHill Executive Officer, States Circle Bernhardt Furniture Blowing Rock, NC Company, Lenoir, North 28605 Carolina, a residential and executive office furnishings manufacturer P. O. Box 740 Lenoir, NC 28645. 21 CUSIP No. 913431-10-2 Name Business (B) or Principal Occupation Citizenship Residence (R) Address - ----------------- ------------------- --------------------- -------------- W. Waldo Bradley (R) Chairman, Bradley United Sylvan Island Plywood Corporation, States Savannah, GA 31404 Savannah, Georgia, a wholesale distributor of building materials 204 Old West Lathrop Avenue Savannah, GA 31402. Norwood H. Davis, (B) Chairman Emeritus, United Jr. Trigon Healthcare, Trigon Healthcare, States Inc. Inc., Richmond, VA. 2015 Staples Mill Road Richmond, VA 23230 Frank M. Henry (B) Chairman, Frank United Frank Martz Coach Martz Coach Co., States Co. Wilkes-Barr, PA, bus P.O. Box 1007 transportation. Wilkes-Barr, PA 18773 Ernest E. Jones (B) Workforce Development Workforce Development United Corporation Corporation States One Penn Center at Philadelphia, PA Suburban Station 1617 J.F.K. Boulevard, 13th Floor Philadelphia, PA 19103 James M. Seabrook (B) Vice Chairman, First United First Union National Union Corporation, States Bank since August 1999. One First Union Center 301 South College Street Charlotte, NC 28222 22 CUSIP No. 913431-10-2 The following table provides certain information about First Union Corporation's executive officers: Name Business (B) or Title Citizenship Residence (R) Address - ----------------- ------------------- --------------------- -------------- G. Kennedy (B) Chief Executive United Thompson First Union Officer and States National Bank President One First Union Center 301 South College Street Charlotte, NC 28222 Edward E. (B) Chairman United Crutchfield First Union States Corporation One First Union Center Charlotte, NC 28288 Donald A. (B) Vice Chairman United McMullen, Jr. First Union States National Bank One First Union Center 301 South College Street Charlotte, NC 28222 Benjamin P. (B) Vice Chairman United Jenkins, III First Union States National Bank One First Union Center 301 South College Street Charlotte, NC 28222 23 CUSIP No. 913431-10-2 Name Business (B) or Title Citizenship Residence (R) Address - ----------------- ------------------- --------------------- -------------- Billy James (B) Vice Chairman United Walker First Union States National Bank One First Union Center 301 South College Street Charlotte, NC 28222 Robert T. Atwood (B) Chief Financial United First Union Officer States National Bank One First Union Center 301 South College Street Charlotte, NC 28222 Mark C. Treanor (B) Executive Vice United First Union President, Secretary States National Bank and General Counsel One First Union Center 301 South College Street 40th Floor Charlotte, NC 28222 24 CUSIP No. 913431-10-2 First Union National Bank. The following table provides certain information about First Union National Bank's directors: Name Business (B) or Principal Occupation Citizenship Residence (R) Address - ----------------- ------------------- --------------------- -------------- William H. (R) Chairman, CCA United Goodwin, Jr. 6701 River Road Industries, Inc., States Richmond, VA Richmond, Virginia, 23229 a diversified holding company 901 East Cary St., Suite 1400 Richmond, VA 23219. Radford D. Lovett (R) Chairman, Commodores United 129 Ponte Vedra Point Terminal States Blvd. Corporation, Ponte Vedra Beach, Jacksonville, FL Florida, an operator 32082 of a marine terminal and a real estate management company 1600 Independent Square Jacksonville, FL 32202. Mackey J. (R) Chairman, President United McDonald 1821 Museum Road and Chief Executive States Wyomissing, PA Officer, VF 19610 Corporation, Greensboro, North Carolina, an apparel manufacturer 1047 North Park Road Wyomissing, PA 19610. Lanty L. Smith (R) Chairman, Soles United 1401 Westridge Road Brower Smith & Co., States Greensboro, NC Greensboro, North 27401 Carolina, an investment banking firm 301 North Elm St., Suite 600 Greensboro, NC 27401. 25 CUSIP No. 913431-10-2 Name Business (B) or Principal Occupation Citizenship Residence (R) Address - ----------------- ------------------- --------------------- -------------- G. Kennedy (B) Chief Executive United Thompson First Union Officer and States National Bank President, One First Union First Union Center Corporation. 301 South College Street Charlotte, NC 28222 Beverly F. Dolan (B) Investor United 1990 Two First States Union Center Charlotte, NC 28282 Edward E. (B) Chairman, First United Crutchfield First Union Union Corporation. States Corporation One First Union Center Charlotte, NC 28288 Joseph Neubauer (R) Chairman and Chief United 210 Rittenhouse Executive Officer, States Square, W. ARAMARK Corporation, Apt. 3106 Philadelphia, Philadelphia, PA Pennsylvania, a 19103 service management company ARA Tower, 1101 Market St. Philadelphia, PA 19107. Robert T. Atwood (B) Executive Vice United First Union President and States National Bank Chief Financial One First Union Officer, Center First Union 301 South College Corporation. Street Charlotte, NC 28222 26 CUSIP No. 913431-10-2 Name Business (B) or Principal Occupation Citizenship Residence (R) Address - ----------------- ------------------- --------------------- -------------- Mark C. Treanor (B) Executive Vice United First Union President, States National Bank Secretary One First Union and General Center Counsel, 301 South College First Union Street Corporation. 40th Floor Charlotte, NC 28222 27 CUSIP No. 913431-10-2 The following table provides certain information about First Union National Bank's executive officers: Name Business (B) or Title Citizenship Residence (R) Address - ----------------- ------------------- --------------------- -------------- G. Kennedy (B) Chief Executive United Thompson First Union Officer and States National Bank President One First Union Center 301 South College Street Charlotte, NC 28222 Edward E. (B) Chairman United Crutchfield First Union States Corporation One First Union Center Charlotte, NC 28288 Donald A. (B) Vice Chairman United McMullen, Jr. First Union States National Bank One First Union Center 301 South College Street Charlotte, NC 28222 Benjamin P. (B) Vice Chairman United Jenkins, III First Union States National Bank One First Union Center 301 South College Street Charlotte, NC 28222 Billy James (B) Vice Chairman United Walker First Union States National Bank One First Union Center 301 South College Street Charlotte, NC 28222 28 CUSIP No. 913431-10-2 The following table provides certain information about First Union National Bank's executive officers: Name Business (B) or Title Citizenship Residence (R) Address - ----------------- ------------------- --------------------- -------------- Robert T. Atwood (B) Chief Financial United First Union Officer States National Bank One First Union Center 301 South College Street Charlotte, NC 28222 Mark C. Treanor (B) Executive Vice United First Union President, States National Bank Secretary and One First Union General Counsel Center 301 South College Street 40th Floor Charlotte, NC 28222 29 CUSIP No. 913431-10-2 First Union Capital Partners, Inc. The following table provides certain information about First Union Capital Partners' directors: Name Business (B) or Principal Occupation Citizenship Residence (R) Address - ----------------- ------------------- --------------------- -------------- Ted A. Gardner (B) Senior Vice United First Union Capital President, States Partners, Inc. First Union One First Union Capital Partners Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 W. Barnes (B) Senior Vice United Hauptfuhrer First Union Capital President, States Partners, Inc. First Union One First Union Capital Partners Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 Scott B. Perper (B) President, First United First Union Capital Union Capital States Partners, Inc. Partners One First Union Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 30 CUSIP No. 913431-10-2 The following table provides certain information about First Union National Bank's executive officers: Name Business (B) or Title Citizenship Residence (R) Address - ----------------- ------------------- --------------------- -------------- Scott B. Perper (B) President United First Union Capital States Partners, Inc. One First Union Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 Robert T. Atwood (B) Executive Vice United First Union Capital President. States Partners, Inc. One First Union Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 Tracey M. Chaffin (B) Vice President and United First Union Capital Chief Financial States Partners, Inc. Officer One First Union Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 Robert F. Bertges (B) Senior Vice United First Union Capital President States Partners, Inc. One First Union Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 31 CUSIP No. 913431-10-2 Name Business (B) or Title Citizenship Residence (R) Address - ----------------- ------------------- --------------------- -------------- David B. Carson (B) Senior Vice United First Union Capital President States Partners, Inc. One First Union Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 Jay M. Chernoskey (B) Senior Vice United First Union Capital President States Partners, Inc. One First Union Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 James C. Cook (B) Senior Vice United First Union Capital President States Partners, Inc. One First Union Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 Frederick W. (B) Senior Vice United Eubank, III First Union Capital President States Partners, Inc. One First Union Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 32 CUSIP No. 913431-10-2 Name Business (B) or Title Citizenship Residence (R) Address - ----------------- ------------------- --------------------- -------------- L. Watts (B) Senior Vice United Hamrick, III First Union Capital President States Partners, Inc. One First Union Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 James H. Hatch (B) Senior Vice United First Union Capital President and States Partners, Inc. Treasurer One First Union Center 301 South College Street 5th Floor Charlotte, NC 28222-0732 Kent S. Hathaway (B) Senior Vice United First Union Capital President States Partners, Inc. One First Union Center 301 South College Street 31th Floor Charlotte, NC 28222-0630 James M. Kipp (B) Senior Vice United First Union Capital President States Partners, Inc. One First Union Center 301 South College Street Charlotte, NC 28222 33 CUSIP No. 913431-10-2 David Neal (B) Senior Vice United Morrison First Union Capital President States Partners, Inc. One First Union Center 301 South College Street Charlotte, NC 28222 Matthew S. (B) Senior Vice United Rankowitz First Union Capital President States Partners, Inc. One First Union Center 301 South College Street Charlotte, NC 28222 Kevin J. Roche (B) Senior Vice United First Union Capital President States Partners, Inc. One First Union Center 301 South College Street Charlotte, NC 28222 Edward H. Ross (B) Senior Vice United First Union Capital President States Partners, Inc. One First Union Center 301 South College Street Charlotte, NC 28222 EX-99.L 8 h81362ex99-l.txt JOINT FILING AGREEMENT - DATED NOVEMBER 2, 2000 1 EXHIBIT L Joint Filing Agreement 2 EXHIBIT L Each of the undersigned hereby agrees that this Schedule 13D dated October 23, 2000, to which this Agreement is attached as Exhibit L, and any amendments thereto, may be filed on behalf of each such person. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: November 2, 2000 WEATHERFORD INTERNATIONAL, INC. By: /s/ Burt M. Martin ------------------------ Name: Burt M. Martin Title: Vice President - Legal WEUS HOLDING, INC. By: /s/ Burt M. Martin ------------------------ Name: Burt M. Martin Title: Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----