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Title: |
Asset Purchase Agreement |
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Entities: |
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Date: |
2002 |
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Size: |
Preview shows 11KB of 159KB total |
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Price: |
$54 |
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ID: |
#578155 |
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ASSET PURCHASE AGREEMENT
ENTERED INTO AND EFFECTIVE
AS OF JANUARY 1, 2001,
BY AND BETWEEN
NATURAL GAS ACQUISITION CORPORATION (THE "BUYER")
AND
GREAT LAKES COMPRESSION, INC. (THE "SELLER")
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C} {C}
1. Assets to be Purchased.................................................................................. 1
2. Effective Date and Time of Purchase..................................................................... 2
3. Closing; Termination.................................................................................... 2
4. Purchase Price.......................................................................................... 4
5. Adjustments of Purchase Price........................................................................... 6
6. Acquisition of Rights and Assumptions of Obligations and
Liabilities............................................................................................. 8
7. Conduct of Business in Ordinary Course.................................................................. 8
8. Current Information..................................................................................... 9
9. Seller's Representations and Warranties................................................................. 9
10. Buyer's Representations, Warranties and Disclaimer...................................................... 19
11. Consents and Approvals.................................................................................. 20
12. Completion of Work in Process........................................................................... 21
13. Conditions of Buyer to Closing.......................................................................... 21
14. Conditions of Seller to Closing......................................................................... 23
15. Restrictive Covenants................................................................................... 23
16. Employment of Seller's Personnel........................................................................ 24
17. Covenants of Buyer after the Closing.................................................................... 24
18. Events of Default by Buyer.............................................................................. 31
19. Further Assurances...................................................................................... 34
20. Related Agreements...................................................................................... 34
21. Dispute Resolution...................................................................................... 34
22. Indemnification......................................................................................... 34
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C} {C}
23. Post-Closing Access to Information...................................................................... 37
24. Miscellaneous Provisions................................................................................ 37
{/TABLE}
ii
{PAGE}
{TABLE}
{CAPTION}
EXHIBITS AND SCHEDULES
{S} {C}
Schedule 1(a) Tangible Fixed Assets
Schedule 1(b) Compression Fleet Assets
Schedule 1(c) Compressor Leases
Schedule 1(d) Service Only Contracts - Reciprocating Compressors
Schedule 1(e) Service Only Contracts - Rotary Compressors
Schedule 1(f) Intangible Assets
Exhibit 3(b)(1) Warranty Deed
Exhibit 3(b)(2) Bill of Sale
Exhibit 3(b)(3) Assignment of Contract and Contract Rights
Exhibit 3(c)(1) Guaranty by NGSG
Exhibit 3(c)(2) Security Agreement
Exhibit 3(c)(3) Mortgage
Exhibit 3(c)(4) Pledge Agreement
Exhibit 3(c)(5) UCC-1 Statements
Schedule 4 Price Allocation
Schedule 7 Assets Conveyed to Seller's Affiliate
Exhibit 9(e) Certificate of Non-Foreign Status
Schedule 9(i)(3) Retained Compression Business Assets
Schedule 9(1) Seller's Employees
Schedule 9(o)(8) Underground Tanks
Schedule 11 Customers' Consents
Schedule 12 Work in Process
Exhibit 13(d)(1) Compressor Maintenance Agreements
Exhibit 13(d)(2) Commitment Agreement
Exhibit 13(d)(3) Standard Gas Compressor Equipment Master Rental and Servicing Agreement
Exhibit 13(d)(4) Seller's Certificate regarding Closing Consideration
Schedule 16 Employees To Be Offered Positions
{/TABLE}
iii
{PAGE}
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (the "Agreement") is entered into and is
effective as of January 1, 2001, by and between Natural Gas Acquisition
Corporation, a State of Colorado corporation, located at 2911 SCR 1260, Midland,
Texas 79706 (the "Buyer") and Great Lakes Compression, Inc., a State of Michigan
corporation, located at 16945 Northchase Drive, Suite 1750, Houston, Texas 77060
(the "Seller"). The Buyer and the Seller are referred to herein collectively as
the "Parties" and severally as a "Party."
RECITALS
A. Seller owns, manages and operates a business (the "Compression
Business") engaged (1) in the manufacture, fabrication, sales and leasing of
natural gas compressors and gas compressor equipment that it markets and
distributes regionally to oil and gas producers, and (2) in the providing of
service and maintenance for natural gas compressors sold and leased by it or by
other manufacturers.
B. Buyer desires to purchase from Seller and Seller desires to
sell to Buyer substantially all of the tangible and intangible assets used in,
held for the use in, and held for the benefit of the Compression Business.
C. Buyer and Seller desire to enter into this Agreement to effect
the purchase and sale of such assets, free and clear of all liens and
encumbrances except as created pursuant to this Agreement, pursuant to the terms
and conditions set forth herein.
TERMS OF AGREEMENT
Now therefore, in consideration of the premises and the mutual promises
made in this Agreement, and in consideration of the representations, warranties
and covenants contained herein, the Parties agree as follows:
1. Assets to be Purchased. Subject to the provisions of this Agreement,
Buyer agrees to purchase and Seller agrees to sell all of Seller's right, title
and interest in and to all operating compression related assets of Seller
existing as of the Closing Date (as hereinafter defined) that are necessary to
continue the Compression Business of Seller (the "Acquired Assets"). The
Acquired Assets include the following:
(a) The tangible fixed assets owned or leased by Seller
described on Schedule 1(a), including the equipment, machinery,
furniture, trucks, tractors, trailers, tools, dies, jigs and real
estate;
(b) The compression fleet assets owned or leased by Seller
described on Schedule 1(b), including compressors utilized as Seller's
rental fleet and all of Seller's Compression Business inventory. These
assets shall include manufactured and purchased parts, work in process,
supplies, packaging goods, inventory and back orders;
{PAGE}
(c) All leases of compressors by Seller and all leases of
Seller's compressors (including leased compressors) to third parties,
whether such leases are written or verbal, including all rights to
monthly rental and service revenue relating thereto and obligations for
lease expenses associated therewith, all as described on Schedule 1(c);
(d) All service only contracts for reciprocating compressors
owned by Dominion Midwest Energy, Inc., and monthly service revenue
associated therewith as described on Schedule 1(d);
(e) All service only contracts for rotary compressors owned by
Dominion Midwest Energy, Inc., and monthly service revenue associated
therewith as described on Schedule 1(e);
(f) The intangible Compression Business assets owned by
Seller, including but not limited to, the current corporate name (Great
Lakes Compression, Inc.), the assumed name variations associated with
that corporate name and the patents, trademarks, service marks, trade
names, copyrights and applications, all as set forth on Schedule 1(f);
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