<PAGE>
EXHIBIT 1
DEFINITIONS
(a) "Accountants' Calculation of Net Asset Value" shall have the meaning set
forth in Section 4.5.
(b) "Affiliate" as used in this Agreement means, with respect to any person,
(i) any person that, directly or indirectly, controls, is controlled by, or
is under common control with, such person in question, (ii) any officer,
director, stockholder or partner of such person in question, or member of
the extended family of such officer, director, stockholder or partner and
(iii) any person that, directly or indirectly, controls, is controlled by,
or is under common control with, any officer, director, stockholder or
partner of such person in question or member of the extended family of such
officer, director, stockholder or partner. For the purposes of the
definition of Affiliate, "control" (including, with correlative meaning,
the terms "controlled by" and "under common control with"), as used with
respect to any person, shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management and
policies of such person, whether through the ownership of voting securities
or by contract or otherwise.
(c) "Agreed Upon Net Asset Value" shall have the meaning set forth in Section
4.5 hereof.
(d) "Agreement" shall have the meaning specified in the Preamble.
(e) "Assets" shall have the meaning specified in Section 4.1.
(f) "Assumed Liabilities" shall have the meaning specified in Section 4.2(b).
(g) "Business" shall mean the natural gas compression businesses historically
engaged in by Zapata Sub and Zapata Partnership and their Affiliates.
(h) "Continuing Employees" shall have the meaning specified in Section 11.1.
(i) "Contracts" mean all agreements contracts, leases or subleases relating to
the Business to which any Seller is a party or by which any Seller or any
of the Assets is bound.
(j) "Disclosure Schedule" shall have the meaning specified in the beginning of
Article II.
(k) "Environmental Claims" means any and all administrative or judicial
actions, suits, orders, claims, liens, notices, violations or proceedings
arising under any applicable Environmental Law or any Environmental Permit
binding upon Seller, or at common law or otherwise, brought, issued or
asserted by: (A) a Governmental Authority for compliance, damages,
penalties, removal, response, remedial or other action pursuant to any
applicable Environmental Law or (B) a third party seeking damages for
personal injury caused by Seller or property damage resulting from the
release of a Hazardous Material at or from any current or prior facility of
any Seller for which Seller would bear liability, including, without
limitation, Seller's employees seeking damages for exposure to Hazardous
Materials.
(l) "Environmental Laws" means applicable Governmental Requirements currently
in effect related to protection of the environment (including, without
limitation, natural resources), exposure to, control, emission, discharge,
release, threatened release, exposure, handling, use, manufacturing,
generation, treatment, storage, transportation or disposal of Hazardous
Materials.
(m) "Environmental Permit" means all Governmental Authorizations required for
the operation of the Business in conformity with applicable Environmental
Laws and includes any and all orders, consent orders or
1
|