Subsidiary Assumption Agreement among Gas Compression Finance Corporation, G.C.S. Distributing L.L.C., Gas Compression Realty L.L.C., and Bankers Trust Company (as Administrative Agent)

Summary

This agreement, dated October 15, 2000, adds Gas Compression Finance Corporation, G.C.S. Distributing L.L.C., and Gas Compression Realty L.L.C. as parties to existing credit, guaranty, pledge, and security agreements related to a loan facility for Universal Compression Holdings, Inc. and its subsidiaries. By signing, these new subsidiaries agree to guarantee the loan, pledge assets as collateral, and assume all related obligations. The agreement is governed by New York law and is acknowledged by Bankers Trust Company as the administrative agent.

EX-10.4 5 h81724ex10-4.txt SUBSIDIARY ASSUMPTION AGREEMENT - DATED 10/15/2000 1 Exhibit 10.4 SUBSIDIARY ASSUMPTION AGREEMENT SUBSIDIARY ASSUMPTION AGREEMENT (this "Agreement"), dated as of October 15, 2000, made by each of the undersigned subsidiaries (the "New Subsidiaries" and each, a "New Subsidiary"). Unless otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement referred to below are used herein as so defined. WITNESSETH: WHEREAS, Universal Compression Holdings, Inc. ("Holdings"), Universal Compression, Inc. (the "Borrower"), various lending institutions from time to time party thereto, Deutsche Bank Securities Inc., as Lead Arranger and Bankers Trust Company, as Administrative Agent, have entered into a Credit Agreement, dated as of May 30, 2000 (as amended, restated, modified and/or supplemented from time to time the "Credit Agreement"); WHEREAS, in connection with the Credit Agreement, the Borrower and the Subsidiary Guarantors have entered into a Subsidiaries Guaranty, dated as of May 30, 2000 (as amended, restated, modified and/or supplemented from time to time, the "Subsidiaries Guaranty"); WHEREAS, in connection with the Credit Agreement, Holdings, the Borrower and the Subsidiary Guarantors have entered into a Pledge Agreement, dated as of May 30, 2000, (as amended, restated, modified and/or supplemented from time to time, the "Pledge Agreement"); WHEREAS, in connection with the Credit Agreement, Holdings, the Borrower and the Subsidiary Guarantors have entered into a Security Agreement, dated as of May 30, 2000, (as amended, restated, modified and/or supplemented from time to time, the "Security Agreement", and together with the Subsidiaries Guaranty and the Pledge Agreement, the "Documents"); WHEREAS, each New Subsidiary is a Wholly-Owned Subsidiary of the Borrower; WHEREAS, pursuant to the Credit Agreement, each New Subsidiary is required to become a party to the Documents; and WHEREAS, each New Subsidiary desires to execute and deliver this Agreement in order to become a party to each of the Documents. NOW, THEREFORE, IT IS AGREED: 1. Subsidiaries Guaranty. By executing and delivering this Agreement, each New Subsidiary hereby becomes a party to the Subsidiaries Guaranty as a "Guarantor" thereunder, and hereby expressly assumes all obligations and liabilities of a "Guarantor" thereunder. Each New Subsidiary hereby makes each of the representations and warranties contained in the Subsidiaries Guaranty, after giving effect to this Agreement. 1 of 14 2 2. Pledge Agreement. By executing and delivering this Agreement, each New Subsidiary hereby becomes a party to the Pledge Agreement as a "Pledgor" thereunder, and hereby expressly assumes all obligations and liabilities of a "Pledgor" thereunder. Annexes A, B, C, D, and I to the Pledge Agreement are each hereby amended by supplementing such Annexes with the information contained on Annexes A, B, D and I attached to Annex I of this Agreement for each New Subsidiary. Each New Subsidiary hereby makes each of the representations and warranties contained in Section 16 of the Pledge Agreement, after giving effect to this Agreement. 3. Security Agreement. By executing and delivering this Agreement, each New Subsidiary hereby becomes a party to the Security Agreement as an "Assignor" thereunder, and hereby expressly assumes all obligations and liabilities of an "Assignor" thereunder. Annexes A, B, C, D, E, F and G to the Security Agreement are each hereby amended by supplementing such Annexes with the information contained on Annexes A, B, C, D, E, F and G attached to Annex II of this Agreement for each New Subsidiary. Each New Subsidiary hereby makes each of the representations and warranties contained in the Security Agreement on the date hereof, after giving effect to this Agreement. 4. Pledged Securities; Financing Statements. By executing and delivering this Agreement, each New Subsidiary hereby agrees to: (i) deposit as security with the Pledgee (as defined in the Pledge Agreement) the Securities (as defined in the Pledge Agreement), if any, owned by such New Subsidiary on the date hereof, and deliver to the Pledgee certificates or instruments therefor, duly endorsed in blank by such New Subsidiary in the case of Notes (as defined in the Pledge Agreement) and accompanied by undated stock powers duly executed in blank by such New Subsidiary in the case of Stock (as defined in the Pledge Agreement), or such other instruments of transfer as are acceptable to the Pledgee; and (ii) execute and deliver to the Collateral Agent (as defined in the Security Agreement) such financing statements, in form acceptable to the Collateral Agent, as the Collateral Agent may request or as are necessary or desirable in the opinion of the Collateral Agent to establish and maintain a valid, enforceable, first priority perfected security interest in the Collateral (as defined in the Security Agreement) owned by such New Subsidiary. 5. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 6. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. * * * 2 of 14 3 IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written. ADDRESS SUBSIDIARY GAS COMPRESSION FINANCE CORPORATION By: /s/ STEPHEN A. SNIDER ------------------------ Name: Stephen A. Snider Title: President G.C.S. DISTRIBUTING L.L.C. By: /s/ STEPHEN A. SNIDER ------------------------ Name: Stephen A. Snider Title: Manager GAS COMPRESSION REALTY L.L.C. By: /s/ STEPHEN A. SNIDER ------------------------ Name: Stephen A. Snider Title: Manager ACKNOWLEDGED AND ACCEPTED: BANKERS TRUST COMPANY, as Administrative Agent By: /s/ MARCUS M. TARKINGTON ----------------------------------- Name: Marcus M. Tarkington Title: Director 3 of 14 4 ANNEX I TO SUBSIDIARY ASSUMPTION AGREEMENT PLEDGED STOCK (SUPPLEMENT TO ANNEX A TO PLEDGE AGREEMENT)

4 of 14 5 ANNEX I TO SUBSIDIARY ASSUMPTION AGREEMENT PLEDGED NOTES (SUPPLEMENT TO ANNEX B TO PLEDGE AGREEMENT) None. 5 of 14 6 ANNEX I TO SUBSIDIARY ASSUMPTION AGREEMENT PLEDGED PARTNERSHIP INTERESTS (SUPPLEMENT TO ANNEX C TO PLEDGE AGREEMENT) None. 6 of 14 7 ANNEX I TO SUBSIDIARY ASSUMPTION AGREEMENT PLEDGE LIMITED LIABILITY COMPANY INTERESTS (SUPPLEMENT TO ANNEX D TO PLEDGE AGREEMENT) G.C.S. Distributing L.L.C. Gas Compression Realty L.L.C. 7 of 14 8 ANNEX I TO SUBSIDIARY ASSUMPTION AGREEMENT LIST OF OFFICE LOCATIONS (SUPPLEMENT TO ANNEX I TO PLEDGE AGREEMENT) IV. Gas Compression Finance Corporation 4440 Brittmoore Road Houston, Texas 72480 Aero Park Drive 2480 Aero park Drive Traverse City, Michigan 49686 V. G.C.S. Distributing L.L.C. 4400 Brittmoore Road Houston, Texas 77041 2480 Aero Park Drive Traverse City, Michigan 49686 VI. Gas Compression Realty L.L.C. 4400 Brittmoore Road Houston, Texas 77041 2480 Aero Park Drive Traverse City, Michigan 49686 8 of 14 9 ANNEX I TO SUBSIDIARY ASSUMPTION AGREEMENT SCHEDULE OF CHIEF EXECUTIVE OFFICES/RECORD LOCATIONS (SUPPLEMENT TO ANNEX A TO THE SECURITY AGREEMENT) AND SCHEDULE OF EQUIPMENT AND INVENTORY LOCATIONS (SUPPLEMENT TO ANNEX B TO THE SECURITY AGREEMENT) CHIEF EXECUTIVE OFFICE: IV. Gas Compression Finance Corporation 4440 Brittmoore Road Houston, Texas 7704 V. G.C.S. Distributing L.L.C. 4400 Brittmoore Road Houston, Texas 77041 VI. Gas Compression Realty L.L.C. 4400 Brittmoore Road Houston, Texas 77041 ADDITIONAL LOCATIONS: VII. Gas Compression Finance Corporation 2480 Aero Park Drive Traverse City, Michigan 49686 VIII. G.C.S. Distributing L.L.C. 2480 Aero Park Drive Traverse City, Michigan 49686 IX. Gas Compression Realty L.L.C. 2480 Aero Park Drive Traverse City, Michigan 49686 9 of 14 10 ANNEX II TO SUBSIDIARY ASSUMPTION AGREEMENT SCHEDULE OF TRADE, FICTITIOUS AND OTHER NAMES (SUPPLEMENT TO ANNEX C TO THE SECURITY AGREEMENT) Gas Compression Services, Inc. ("GCS") Gas Compression Finance Corporation ("GCFC") G.C.S. Distributing L.L.C. Gas Compression Realty L.L.C. 10 of 14 11 ANNEX II TO SUBSIDIARY ASSUMPTION AGREEMENT SCHEDULE OF MARKS (SUPPLEMENT TO ANNEX D TO THE SECURITY AGREEMENT) www.gascompression.com 11 of 14 12 ANNEX II TO SUBSIDIARY ASSUMPTION AGREEMENT SCHEDULE OF LICENSE AGREEMENTS AND ASSIGNMENTS (SUPPLEMENT TO ANNEX E TO THE SECURITY AGREEMENT) None. 12 of 14 13 ANNEX II TO SUBSIDIARY ASSUMPTION AGREEMENT SCHEDULE OF PATENTS AND APPLICATIONS (SUPPLEMENT TO ANNEX F TO THE SECURITY AGREEMENT) None. 13 of 14 14 ANNEX II TO SUBSIDIARY ASSUMPTION AGREEMENT SCHEDULE OF COPYRIGHTS AND APPLICATIONS (SUPPLEMENT TO ANNEX G TO THE SECURITY AGREEMENT) None. 14 of 14