EXHIBIT 10.18
[THE STATE OF TEXAS SEAL]
THE STATE OF TEXAS
SECRETARY OF STATE
IT IS HEREBY CERTIFIED that the attached is a true and correct copy of
the following described document on file in this office:
HY BON ROTARY COMPRESSION, L.L.C.
FILE NO. 7067346-22
ARTICLES OF ORGANIZATION APRIL 20, 2000
[THE STATE OF TEXAS SEAL] IN TESTIMONY WHEREOF, I have hereunto
signed my name officially and
caused to be impressed hereon the
Seal of State at my office in
Austin, Texas on July 16, 2001.
/s/ HENRY CUELLAR
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Henry Cuellar
Secretary of State DAB
ARTICLES OF ORGANIZATION
OF
HY-BON ROTARY COMPRESSION, L.L.C.
James P. Boldrick adopts the following Articles of Organization for a limited
liability company under the Texas Limited Liability Company Act.
ARTICLE I
The name of the limited liability company, referred to in these
Articles as the "Company", is Hy-Bon Rotary Compression, L.L.C.
ARTICLE II
The period of duration of the Company is perpetual.
ARTICLE III
The purpose for which the Company is organized is to transact any and
all lawful business for which limited liability companies may be organized under
the Texas Limited Liability Company Act.
ARTICLE IV
The address of the company's initial registered office is 2404 Commerce
Drive, Midland, Texas 79703. The company's initial registered agent at that
address is James J. Woodcock.
ARTICLE V
The Company will have five (5) managers. The names and addresses of the
initial managers are:
<Table>
1. James J. Woodcock, President P.O. Box 4185, Midland, TX 79704
2. Wayne Vincent, Vice President 2911 S. County Rd. 1260, Midland, TX 79706
3. James P. Boldrick 1801 West Wall, Midland, Texas 79701
4. James D. Ross, Treasurer P.O. Box 4185, Midland, Texas 79704
5. Wallace Sparkman P.O. Box 2483, Corpus Christi, TX 78403.
</Table>
ARTICLE VI
The Company's organizer is James P. Boldrick, whose address is 1801
West Wall, Midland, Texas 79701.
These Articles of Organization are executed on behalf of the Company on
this 17th day of April, 2000.
/s/ JAMES P. BOLDRICK
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JAMES P. BOLDRICK, ORGANIZER
SWORN TO on this 17th day of April, 2000, by the above named organizer.
/s/ [ILLEGIBLE]
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Notary Public, State of Texas
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HY-BON ROTARY COMPRESSION, LLC
UNANIMOUS CONSENT
RESOLUTION OF MEMBERS
The undersigned, being all of the members of Hy-Bozo Rotary
Compression, LLC hereby waive notice of meeting and consent to the following
resolution:
RESOLVED that the attached "REGULATIONS OF HY-BON ROTARY COMPRESSION,
LLC" are approved and effective as of May 1, 2000; that signatures may be
transmitted by facsimile transmission, and the above described document may be
signed in counterpart by the undersigned.
NGE Leasing, Inc.
By: /s/ Scott Sparkman
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President
--------------------------------
(title)
Hy-Bon Engineering Company, Inc.
By: /s/ James D. Ross
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CFO
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(title)
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