UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 10, 2014
EXTERRAN PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware |
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001-33078 |
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22-3935108 |
(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
of incorporation) |
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File Number) |
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Identification No.) |
16666 Northchase Drive,
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77060 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (281) 836-7000
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Closing Agreement and First Amendment to Purchase and Sale Agreement
As previously reported, on February 27, 2014, EXLP Operating LLC, our wholly-owned subsidiary (EXLP Operating), entered into a Purchase and Sale Agreement (the Purchase Agreement) with MidCon Compression, L.L.C. (MidCon) to acquire from MidCon natural gas compression assets, including 334 compression units with a total horsepower of approximately 440,000, a tract of real property and the facility located thereon (the Real Property), a fleet of vehicles, personal property and parts inventory (collectively, the MidCon Assets), for approximately $360.5 million (the 2014 MidCon Acquisition). The Purchase Agreement is incorporated herein by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on March 5, 2014.
On April 10, 2014, EXLP Operating and MidCon entered into a Closing Agreement and First Amendment to Purchase and Sale Agreement (the Purchase Agreement Amendment), amending the Purchase Agreement to, among other things, (i) provide that the closing of the MidCon Acquisition would occur on April 10, 2014, (ii) add additional compression units, parts inventory, vehicles and tools and equipment to the MidCon Assets, (iii) increase the purchase price by $260,000, and (iv) provide that the Real Property would be acquired at a specified later date (the Real Property Closing Date), and that the portion of the purchase price attributable to the Real Property (approximately $1.2 million) would be withheld at the closing and paid at such Real Property Closing Date.
The foregoing summary of the Purchase Agreement Amendment is qualified in its entirety by reference to the Purchase Agreement Amendment, which is filed as Exhibit 2.1 to this Form 8-K and is incorporated in this Item 1.01 by reference.
Third Amendment to Third Amended and Restated Omnibus Agreement
In connection with the completion of the 2014 MidCon Acquisition, on April 10, 2014, Exterran Partners, L.P. entered into a Third Amendment to Third Amended and Restated Omnibus Agreement (the Omnibus Amendment) with Exterran Holdings, Inc. (EXH), Exterran Energy Solutions, L.P. (EESLP), Exterran GP LLC (GP LLC), Exterran General Partner, L.P. (GP) and EXLP Operating LLC (EXLP Operating). The omnibus agreement governs several relationships between us and EXH, including:
1. Certain agreements not to compete between us and our affiliates, on the one hand, and EXH and its affiliates, on the other hand;
2. EXHs obligation to provide all operational staff, corporate staff and support services reasonably necessary to run our business and our obligation to reimburse EXH for the provision of such services, subject to certain limitations;
3. The terms under which we, EXH and our respective affiliates may transfer compression equipment;
4. The terms under which we may purchase newly-fabricated compression equipment from EXHs affiliates;
5. EXHs licensing of certain intellectual property to us, including our and EXHs logos; and
6. Our obligation to indemnify EXH for certain liabilities, and EXHs obligation to indemnify us for certain liabilities.
The omnibus agreement and its prior amendments are hereby incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 4, 2011, Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 7, 2012 and Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on May 2, 2013. The description of the omnibus agreement and its prior amendments is incorporated by reference to our Current Report on Form 8-K filed on June 13, 2011, our Current Report on Form 8-K filed on March 13, 2012 and our Current Report on Form 8-K filed on April 3, 2013.
Under the omnibus agreement, EXH provides all operational staff, corporate staff and support services reasonably necessary to run our business. EXH allocates the costs of such services to us; however, the omnibus agreement caps our obligation to reimburse EXH for any cost of sales that it incurs in the operation of our business and any selling, general and administrative (SG&A) costs allocated to us. The Omnibus Amendment amends the omnibus agreement to, among other things, increase the cap on SG&A costs allocable from EXH to us based on such costs incurred by EXH on our behalf and any such costs incurred directly by us or our subsidiaries from $15.0 million per quarter to $17.7 million per quarter. Unless extended, the cost of sales cap and the SG&A cap will terminate on December 31, 2014.
Each of the parties to the omnibus agreement, other than EXH, is a direct or indirect subsidiary of EXH. As a result, certain individuals, including officers of EXH and officers and directors of GP LLC, serve as officers and/or directors of more than one of such entities. Also, EXH holds an approximate 34.5% limited partner interest in us through its subsidiaries and an approximate 2% general partner interest and incentive distribution rights in us through its indirect ownership of GP, our general partner.
Item 2.01 Completion of Acquisition or Disposition of Assets
On April 10, 2014, we completed the 2014 MidCon Acquisition for an adjusted purchase price of approximately $361.6 million (which does not include approximately $1.2 million to be paid at the Real Property Closing Date, as discussed in Item 1.01 above). As a part of this transaction, EXLP Operating directed MidCon to sell approximately $8.2 million of the MidCon Assets, including a fleet of vehicles, personal property and parts inventory, to EESLP. On the Real Property Closing Date, EESLP will pay approximately $1.2 million in exchange for the Real Property. EXLP Operatings portion of the purchase price for the 2014 MidCon Acquisition was thus approximately $353.4 million.
We funded the purchase price for the 2014 MidCon Acquisition with the net proceeds from our previously-reported public offering of common units, which was completed on April 2, 2014, and a portion of the net proceeds from our previously-reported private placement of 6% Senior Notes due 2022, which was completed on April 7, 2014.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
(b) Pro Forma Financial Information
The financial statements required by Items 9.01(a) and 9.01(b) were included in Item 9.01 of our Current Report on Form 8-K/A filed on March 21, 2014.
(d) Exhibits
Exhibit No. |
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Description |
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2.1 |
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Closing Agreement and First Amendment to Purchase and Sale Agreement, dated April 10, 2014, between EXLP Operating LLC and MidCon Compression, L.L.C.* |
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. We undertake to furnish supplementally copies of any of the omitted schedules or exhibits upon request by the SEC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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EXTERRAN PARTNERS, L.P. |
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By: |
Exterran General Partner, L.P., its general partner |
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By: |
Exterran GP LLC, its general partner |
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April 15, 2014 |
By: |
/s/ David S. Miller |
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David S. Miller |
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Senior Vice President and Chief Financial Officer |
Exhibit Index
Exhibit No. |
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Description |
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2.1 |
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Closing Agreement and First Amendment to Purchase and Sale Agreement, dated April 10, 2014, between EXLP Operating LLC and MidCon Compression, L.L.C.* |
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. We undertake to furnish supplementally copies of any of the omitted schedules or exhibits upon request by the SEC.
Exhibit 2.1
CLOSING AGREEMENT AND FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS CLOSING AGREEMENT AND FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this Amendment ) is entered into this 10th day of April, 2014, by and between MIDCON COMPRESSION, L.L.C., an Oklahoma limited liability company ( Seller ), and EXLP OPERATING LLC, a Delaware limited liability company ( Buyer ). Seller and Buyer may be referred to herein collectively as the Parties , or individually as a Party .
WHEREAS, the Parties entered into that certain Purchase and Sale Agreement dated as of February 27, 2014 (the Purchase Agreement ); and
WHEREAS, in connection with the closing of the transactions under the Purchase Agreement, the Parties desire to amend the Purchase Agreement and acknowledge certain matters as provided herein.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Definitions and References . Capitalized terms used and not defined herein shall have the meanings set forth in the Purchase Agreement.
2. Amendment of Section 2.1 Asset Acquisition . Section 2.1 of the Purchase Agreement is hereby amended by replacing the period at the end of such section with the text ; and and adding the following new clause (j) at the end of such section:
(j) the tools and other materials listed on Exhibit A-6 .
3. Amendment of Section 2.3 Revenues and Expenses . Section 2.3 is amended by inserting the following two new paragraphs at the end thereof:
(c) Seller shall, on behalf of Buyer, pay to each Transferred Employees the respective payroll disbursement, if any, earned or accrued by such Transferred Employees for April 11, 2014 and April 12, 2014 in an amount specified by Buyer prior to the applicable scheduled payment date for such Transferred Employee (such disbursements, collectively, the Final Payroll Cycle Wages ). Subject to the foregoing, Buyer will be responsible for all Final Payroll Cycle Wages and related payroll expenses and withholdings, and, to the extent not accounted for in the Preliminary Settlement Statement, Buyer will, within 2 Business Days of its receipt of an invoice therefor from Seller together with reasonable supporting information, reimburse Seller for such paid Final Payroll Cycle Wages.
(d) Buyer shall be responsible for invoicing Access for all amounts that otherwise would be due under the ACMP Agreements with respect to the month of April prior to Closing and Seller shall not invoice Access for any such amounts. Buyer shall be entitled to retain such amounts paid by Access with respect to such invoices. Seller shall use its commercially reasonable efforts to provide to Buyer all reasonable information requested
by Buyer (including billing categories, starts and stops with respect to the Units and other information) in order to assist Buyer in invoicing such amounts.
4. Amendment of Section 3.1 Consideration . Section 3.1 of the Purchase Agreement is hereby amended by replacing the text $360,460,000 with the text $360,720,000.
5. Amendment of Section 3.2 Adjustments to Purchase Price . The phrase the Inventory Amount (if any) is hereby deleted from Section 3.2(b)(iv) of the Purchase Agreement and replaced with INTENTIONALLY OMITTED.
6. Amendment of Section 3.4 Inventory and Preliminary Settlement Statement . Section 3.4 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
3.4 Inventory and Preliminary Settlement Statement .
(a) Prior to the Closing (such date of delivery, the Preliminary Settlement Statement Date ), Seller will prepare in good faith and submit to Buyer for review (i) a draft settlement statement (the Preliminary Settlement Statement ) that will set forth an estimate of the Adjusted Purchase Price, reflecting (A) each proposed adjustment to be made in accordance with this Agreement as of the Closing Date, including the Closing Date Working HP and the Closing Date Idle HP, (B) the calculation of the adjustments used to determine such amount, and (C) the designation of Sellers accounts for the wire transfers of funds as set forth in Section 10.3(b)(vi) and (ii) a revised version of Exhibit A-1 (such exhibit being the same Exhibit A-1 as attached hereto), updated to include any Additional Compression Units. Prior to the Closing, Buyer will deliver to Seller a written report containing all changes that Buyer proposes in good faith to be made to the Preliminary Settlement Statement, if any, together with a reasonable explanation of such changes. The adjustments set forth in the Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Purchase Price at Closing; provided, that , if the Parties cannot agree on any individual adjustment set forth in the Preliminary Settlement Statement (other than with respect to the Compression Unit Amount) prior to the Closing, then such adjustment (other than with respect to the Compression Unit Amount) as presented by Seller in good faith in the Preliminary Settlement Statement will be used to adjust the Purchase Price at Closing and with respect to the Compression Unit Amount, the adjusted Compression Unit Amount, if any, delivered by written notice to Seller by Buyer pursuant to Section 7.14(c) will be used to adjust the Purchase Price at Closing.
(b) As soon as reasonably practicable after the Closing, but no later than five Business Days after Closing, Buyer will use its commercially reasonable efforts to complete an audit of the Inventory set forth on Exhibit A-3 that was received by Buyer at Closing (the Inventory Audit ), and Seller will use its commercially reasonable efforts to assist therewith. Buyer shall notify Seller when the Inventory Audit will take place during normal business hours and permit Seller to have one or more of its representatives present during such Inventory Audit. Not later than seven Business Days after the Closing Date, Buyer will deliver a notice (the Inventory Statement ) to Seller setting
forth (i) a list of the Inventory (if any) set forth on Exhibit A-3 that was not received by Buyer at Closing (the Missing Inventory ) and (ii) the amount by which the value of the Missing Inventory (based on the Scheduled Value) exceeds $50,000 (such amount, the Inventory Amount ). As soon as practicable, and in any event within three Business Days after receipt of the Inventory Statement, Seller will deliver to Buyer a written report containing any proposed changes to the Inventory Statement and a reasonable explanation of any such changes (the Objection Notice ). If Seller fails to timely deliver an Objection Notice to Buyer containing changes Seller proposes to be made to the Inventory Statement, the Inventory Statement as delivered by Buyer will be deemed to be mutually agreed upon by the Parties and will be final and binding upon the Parties. If the Inventory Amount set forth in the Inventory Statement is mutually agreed upon (or deemed to be agreed upon) by Seller and Buyer, the Inventory Statement and the Inventory Amount will be final and binding on the Parties. Once the final Inventory Amount has been agreed upon (or deemed to be agreed upon) by the Parties pursuant to this Section 3.4 or determined by the Accounting Arbitrator pursuant to Section 3.6(b) , as applicable, then, within ten Business Days of such agreement (or deemed agreement) or such determination (as applicable), Seller shall (i) replace a portion of the Missing Inventory with new or like new Inventory having an aggregate value no less than the Inventory Amount and being of like kind as the Missing Inventory or, upon the Parties mutual agreement, of different kind than the Missing Inventory and (ii) shall provide written notice to Buyer of the value of such replacement Inventory (which shall be based on the Scheduled Value).
7. Amendment of Section 3.6 Disputes .
(a) Section 3.6 is hereby amended by (i) inserting the text (a) immediately after the heading Disputes. and (ii) replacing the text , including the Inventory received by Buyer at Closing or the value thereof as of the Closing Date with the text (which shall not include the amount or value of Inventory received by Buyer at Closing).
(b) Section 3.6 is hereby further amended by inserting the following new paragraph at the end thereof:
(b) If Seller and Buyer are unable to resolve the count of Missing Inventory or the value of any replacement Inventory addressed in the Objection Notice (if any), each of Buyer and Seller will, within ten Business Days after the delivery of such Objection Notice, submit a summary of its position with respect to any amount remaining in dispute to the Accounting Arbitrator, together with the Objection Notice, the Inventory Statement, this Agreement and any other documentation such Party may desire to submit. The Parties will instruct the Accounting Arbitrator that, within ten Business Days after receiving the Parties respective submissions, the Accounting Arbitrator will render a decision choosing either Sellers position or Buyers position (in each case) with respect to each of the counts of Missing Inventory and/or the value of any replacement Inventory addressed in an Arbitration Notice, whichever is most accurate based on the terms of the Agreement and the materials described above. Absent fraud, each choice between Sellers position and Buyers position with respect to the count of Missing Inventory and/or the value of any replacement Inventory that is rendered by the Accounting
Arbitrator in accordance with this Section 3.6(b) will be final, conclusive and binding on Seller and Buyer and will be enforceable against each of the Parties in any court of competent jurisdiction. The Accounting Arbitrator will be authorized to resolve only the count of Missing Inventory and/or the value of any replacement Inventory submitted by the Parties as provided above and may not award damages, interest or penalties to any Party with respect to any matter, notwithstanding any AAA Rules to the contrary.
8. Amendment of Section 5.17 MidCon Assets . Section 5.17(a) of the Purchase Agreement is hereby amended by (a) inserting the text and assuming the LandCo Deed is filed with the applicable county of record immediately after the text Section 7.13 ; and (b) replacing each instance of the word Closing therein with Real Property Closing.
9. Amendment of Section 7.9 Employees . In Section 7.9(a) of the Purchase Agreement, the text No later than 10 Business Days prior to the Closing is hereby deleted and replaced with the text Prior to the Closing Date, and the text No later than seven Business Days prior to the Closing Date is hereby deleted and replaced with the text Prior to the Closing.
10. Amendment of Section 7.14 Excluded Compression Units .
(a) Section 7.14(a) of the Purchase Agreement is hereby amended by replacing the text On the Preliminary Settlement Statement Date with the text Prior to the Closing.
(b) The references in the first and third sentences of Section 7.14(c) of the Purchase Agreement to within four Business Days after receipt of the HP Notice are hereby each deleted and replaced with prior to the Closing.
11. Amendment of Section 7.13 Excluded Real Property . Section 7.13 of the Purchase Agreement is hereby amended by deleting the last two sentences thereof and replacing such text with the following:
Seller will use its reasonable best efforts to obtain from the City of Waynoka, on or before April 18, 2014, an easement for access and utilities, in a form reasonably satisfactory to Buyer, that is necessary in order for Buyer to have reasonable access to, and utilities services, for the Acquired Real Property in the location generally depicted on Schedule 5.17(a) with a black line (the Black Easement ); provided, however , that Seller may provide to Buyer satisfactory evidence that the Black Easement is available for use by Buyer and its Affiliates without any new easement from the City of Waynoka to Buyer, if applicable. In addition, Seller will grant (and deliver to Buyer at the Real Property Closing) a temporary easement along the existing gravel road that is depicted on Schedule 5.17(a) to the Purchase Agreement near the Black Easement, in a form reasonably satisfactory to Buyer, for the purposes of (i) providing access to the Acquired Real Property until construction on the Black Easement area is complete such that Buyer can use the Black Easement (or such similar authorization, including public road access) to access the Acquired Real Property and (ii) installing and operating utilities to the extent Buyer is unable to use the Black Easement area for utilities services.
12. Amendment of Section 7.19 LandCo Transfer of Real Property . Section 7.19 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
7.19 LandCo Transfer of Real Property. At the Real Property Closing, Seller will cause LandCo to transfer and assign the Acquired Real Property (if any) to Buyer, free of any lease, pursuant to one or more deeds substantially in the form attached hereto as Exhibit F (collectively, the LandCo Deed ).
13. Amendment of Section 7.24 Survey . Section 7.24 of the Purchase Agreement is hereby deleted and replaced with the following:
7.24 Survey. On or before April 18, 2014, Seller shall deliver, or cause to be delivered, (i) a current survey (the Survey ) of the Real Property certified by a professional surveyor, prepared by a surveyor approved by Buyer and made in conformance with American Land Title Association Standards, for Buyers approval (which approval shall not be unreasonably withheld, conditioned or delayed) solely as to boundary dimensions and the legal description and (ii) a title commitment covering the Real Property showing the names of the Seller Affiliates that own the Real Property. In the event of a disapproval of the Survey by Buyer, the Parties shall use their respective good faith, commercially reasonable efforts to agree, not later than April 22, 2014, on the boundary dimensions and the legal description of the Real Property. Upon the determination of the boundary dimensions and legal description of the Real Property, the Parties agree to deliver an amendment to the Purchase Agreement replacing Exhibit A-2 with a revised Exhibit A-2 setting forth the legal description of the Real Property as determined by the approved Survey. For the avoidance of doubt, the legal description of the Real Property determined pursuant to this Section 7.24 will be used for the legal description of the Acquired Real Property in the LandCo Deed.
14. Amendment of Section 10.3 Closing Obligations .
(a) Section 10.3(a) is hereby amended by deleting clause (viii) and clause (vi) shall not apply to Acquired Real Property.
(b) Section 10.3(b) is hereby amended by deleting clause (vii).
(c) The following text is hereby added as Section 10.3(c) of the Purchase Agreement immediately following Section 10.3(b) of the Purchase Agreement:
(c) N otwithstanding anything to the contrary in the Purchase Agreement, the Parties hereby acknowledge and agree that $1,207,334 (such amount being the value of the Real Property set forth on Exhibit A-2 of the Purchase Agreement) shall be withheld from the Purchase Price paid at Closing until the Real Property Closing (as hereinafter defined).
15. Addition of Section 10.5 Real Property Closing . The following is hereby added as a new Section 10.5 of the Purchase Agreement immediately following Section 10.4 of the Purchase Agreement:
10.5 Real Property Closing . The closing of the sale of the Acquired Real Property by Seller to Buyer and the delivery of the easements described in Section 7.13 (the Real Property Closing ) shall be held on April 22, 2014 in the offices of Baker Botts L.L.P., located at 910 Louisiana Street, Houston, TX 77002, or such other location or such other date as Buyer and
Seller may agree upon in writing. At the Real Property Closing, (a) Seller will cause (i) LandCo to transfer and assign the Acquired Real Property to Buyer, free of any lease, pursuant to the LandCo Deed (with such changes as are necessary to reflect the correct grantors that are the owners of the Acquired Real Property), together with the easements described in Section 7.13 above, and (ii) a recordable release of any trust, mortgages, financing statements, fixture filings and/or security agreements made by Seller or its Affiliates affecting the Acquired Real Property and (b) Buyer shall deliver or cause to be delivered to Seller by direct bank or wire transfer in immediately available funds, an amount in cash equal to $1,207,334 to the account designated in writing by Seller.
16. Amendment of Section 10.1 Date of Closing . In Section 10.1 of the Purchase Agreement, the date April 29, 2014 is hereby deleted and replaced with April 10, 2014.
17. Amendment of Appendix I Definitions . From Appendix I of the Purchase Agreement, (a) the terms LandCo and Preliminary Settlement Statement Date are hereby deleted; and (b) the following terms are hereby added in appropriate alphabetical order among the existing defined terms:
Inventory Statement has the meaning set forth in Section 3.4 .
LandCo means Chesapeake Land Development Company, L.L.C., an Oklahoma limited liability company, and its Affiliates.
Objection Notice has the meaning set forth in Section 3.4 .
18. Amendment of Exhibit A-1 Compression Units . Exhibit A-1 of the Purchase Agreement is hereby deleted and Exhibit A-1 hereto is substituted therefor.
19. Amendment of Exhibit A-3 Inventory . Exhibit A-3 of the Purchase Agreement is hereby deleted and Exhibit A-3 hereto is substituted therefor.
20. Amendment of Exhibit A-5 Vehicles and Vehicle Equipment . Exhibit A-5 of the Purchase Agreement is hereby deleted and Exhibit A-5 hereto is substituted therefor.
21. Addition of Exhibit A-6 Other Assets . The Purchase Agreement is hereby amended to include Exhibit A-6 attached hereto as Exhibit A-6.
22. Amendment Compliance . The Parties acknowledge that this Amendment complies with the requirements to amend the Purchase Agreement, as stated in Section 13.11 of the Purchase Agreement.
23. Conflict . In the event of a conflict between the terms of this Amendment and the other terms of the Purchase Agreement, the terms of this Amendment shall control.
24. Acknowledgement of Deliverables .
(a) Buyer hereby acknowledges receipt of the following documents from Seller, and agrees that such documents were timely delivered in accordance with the requirements as to time and notice under the Purchase Agreement (including Section 13.5 thereof).
(i) Schedule 5.16
(ii) Preliminary Settlement Statement
(iii) HP Notice
(iv) Updated Exhibit A-1
(b) Seller hereby acknowledges receipt of the following documents from Buyer, and agrees that such documents were timely delivered in accordance with the requirements as to time and notice under the Purchase Agreement (including Section 13.5 thereof).
(i) Response to Preliminary Settlement Statement
(ii) HP Response
(iii) Notice of Buyer Designees
25. References . All references to the Purchase Agreement in any document, instrument, agreement or writing delivered pursuant to the Purchase Agreement (as amended hereby) shall hereafter be deemed to refer to the Purchase Agreement as amended hereby.
26. Miscellaneous . The provisions of Sections 13.1, 13.2(a), 13.3, 13.4, 13.5, 13.6, 13.8 (for the avoidance of doubt, as modified by the inclusion of this Amendment), 13.9, 13.10, 13.11, 13.12, 13.13 and 13.14 of the Purchase Agreement are incorporated herein by this reference as if set out fully herein and shall apply in all respects to this Amendment, mutatis mutandis .
27. Counterparts . This Amendment may be executed in multiple counterparts, each of which will be an original instrument, but all of which will constitute one amendment. The execution and delivery of this Amendment by any Party may be evidenced by facsimile or other electronic transmission (including scanned documents delivered by email), which shall be binding upon all Parties. This Amendment may be executed in any number of counterparts, and each such counterpart hereof will be deemed to be an original instrument, but all of such counterparts will constitute for all purposes one agreement. Any signature to this Amendment delivered by a Party by facsimile transmission or other electronic transmission will be deemed an original signature of this Amendment.
28. Ratification . The Purchase Agreement, as amended herein, is ratified and confirmed.
[ Signature Pages Follow ]
IN WITNESS WHEREOF, Seller has executed this Amendment effective as of the date first written above.
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SELLER: |
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MIDCON COMPRESSION, L.L.C. |
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By: |
/s/ Domenic J. DellOsso, Jr. |
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Name: Domenic J. DellOsso, Jr. |
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Title: CFO |
SIGNATURE PAGE TO CLOSING AGREEMENT AND FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
IN WITNESS WHEREOF, Buyer has executed this Amendment effective as of the date first written above.
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BUYER : |
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EXLP OPERATING LLC |
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By: |
/s/ Robert E. Rice |
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Name: Robert E. Rice |
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Title: Senior Vice President |
SIGNATURE PAGE TO CLOSING AGREEMENT AND FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT