1 EXHIBIT 10.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made and entered into as of July 11, 2001, by and among Universal Compression Holdings, Inc., a Delaware corporation (the "COMPANY"), and the former...Registration Rights Agreement • July 23rd, 2001 • Universal Compression Inc • Services-equipment rental & leasing, nec • Texas
among UNIVERSAL COMPRESSION, INC. as Lessee UNIVERSAL COMPRESSION HOLDINGS, INC. as Guarantor WILMINGTON TRUST COMPANY, not in its individual capacity but as Trustee of UNIVERSAL COMPRESSION TRUST (2000-1) under the Trust Agreement dated as of May 25,...Participation Agreement • August 14th, 2000 • Universal Compression Inc • Services-equipment rental & leasing, nec
as Issuers andUniversal Compression Inc • February 14th, 2001 • Services-equipment rental & leasing, nec • New York
RECITALS:Escrow Agreement • September 29th, 2000 • Universal Compression Inc • Services-equipment rental & leasing, nec • Texas
WITNESSETH:Pledge Agreement • August 14th, 2000 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York
UCO COMPRESSION LLC, BRL UNIVERSAL COMPRESSION FUNDING I, L.P AS OWNERS, AND UNIVERSAL COMPRESSION, INC., AS MANAGERManagement Agreement • February 14th, 2002 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York
1 EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 14th, 2000 • Universal Compression Inc • Services-equipment rental & leasing, nec • Delaware
as Company andUniversal Compression Inc • March 19th, 1998 • New York
WITNESSETH:Indemnification Agreement • March 23rd, 2001 • Universal Compression Inc • Services-equipment rental & leasing, nec • Delaware
1 EXHIBIT 10.6 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT, executed this 20th day of October, 2000, but effective as of October 18, 2000, by and between UNIVERSAL COMPRESSION HOLDINGS, INC., a Delaware corporation ("Holdings"), and MARK L....Stock Option Agreement • November 14th, 2000 • Universal Compression Inc • Services-equipment rental & leasing, nec • Delaware
REGISTRATION RIGHTS AGREEMENT THIS AGREEMENT is made as of February 20, 1998, by and among Universal Compression Holdings, Inc., a Delaware corporation ("Holdings"), Castle Harlan Partners III, L.P., a Delaware limited partnership ("CHP"), each other...Registration Rights Agreement • March 19th, 1998 • Universal Compression Inc • Delaware
1 Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") dated as of October 29, 1999, but effective as of April 12, 1999, between Universal Compression, Inc., a Texas corporation (the "Company") and RICHARD W....Employment Agreement • February 11th, 2000 • Universal Compression Inc • Services-equipment rental & leasing, nec • Delaware
1 EXHIBIT 10.6 CREDIT AGREEMENTCredit Agreement • August 14th, 2000 • Universal Compression Inc • Services-equipment rental & leasing, nec
EMPLOYMENT AGREEMENT DATED AS OF February 20, 1998 EXECUTIVE EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT ("Agreement") dated as of February 20, 1998 between Universal Compression, Inc., a Texas corporation (the "Company"), Universal Compression...Employment Agreement • March 19th, 1998 • Universal Compression Inc • Delaware
EXHIBIT 10.8 UNIVERSAL COMPRESSION HOLDINGS, INC. RESTRICTED STOCK PLAN RESTRICTED STOCK AGREEMENT FOR EXECUTIVE OFFICERS Grantee: Address: Total Shares Subject to Restricted Stock Award: Date of Award: Vesting Commencement Date: Expiration of the...Restricted Stock Agreement • November 14th, 2001 • Universal Compression Inc • Services-equipment rental & leasing, nec • Texas
CO-INVESTOR SUBSCRIPTION AGREEMENTUniversal Compression Inc • March 19th, 1998 • New York
WITNESSETH:Stockholders' Agreement • November 14th, 2000 • Universal Compression Inc • Services-equipment rental & leasing, nec • Delaware
TW ACQUISITION CORPORATION 9 7/8% Senior Discount Notes PURCHASE AGREEMENTStock Purchase Agreement • March 19th, 1998 • Universal Compression Inc • New York
WITNESSETH: -----------Management Agreement • November 30th, 2001 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York
EXHIBIT 10.8 AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT THIS AMENDMENT NO. 4, dated as of November 8, 2001 (the "Amendment"), to that certain Management Agreement (as amended, restated or otherwise modified from time to time prior to the date hereof, the...Management Agreement • February 14th, 2002 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York
1 EXHIBIT 10.7 SECURITY AGREEMENT among UNIVERSAL COMPRESSION HOLDINGS, INC., UNIVERSAL COMPRESSION, INC., CERTAIN OF ITS SUBSIDIARIES and BANKERS TRUST COMPANY, as Collateral Agent Dated as of May 30, 2000 TABLE OF CONTENTSSecurity Agreement • August 14th, 2000 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York
EXHIBIT 10.9 AGREEMENTAgreement • March 23rd, 2001 • Universal Compression Inc • Services-equipment rental & leasing, nec • Delaware
among WILMINGTON TRUST COMPANY, Not In Its Individual Capacity but solely as Trustee of UNIVERSAL COMPRESSION TRUST (2000-1) under the Trust Agreement Dated as of May 25, 2000 as BorrowerLoan Agreement • August 14th, 2000 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York
W I T N E S S E T HAssumption Agreement • March 19th, 1998 • Universal Compression Inc • New York
1 EXHIBIT 10.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 26th, 2000 • Universal Compression Inc • Services-equipment rental & leasing, nec • Delaware
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 29th, 2000 • Universal Compression Inc • Services-equipment rental & leasing, nec • Texas
TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (this "Agreement"), dated as of February 20, 1998, is by and between Tidewater Inc., a Delaware corporation ("Seller") and TW Acquisition Corporation, a Delaware corporation ("Buyer"). W...Transition Services Agreement • March 19th, 1998 • Universal Compression Inc • Delaware
VOTING AGREEMENT, dated as of February 20, 1998 (the "Agreement"), by and among Universal Compression Holdings, Inc. ("Holdings"), Castle Harlan Partners III, L.P., a Delaware limited partnership ("CHPIII," and together with related accounts or funds...Voting Agreement • March 19th, 1998 • Universal Compression Inc • New York
EXHIBIT 4.2 =================================================================== ============= REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2001 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York
2 3 Merger Agreement) or of any order, writ, injunction, judgment, or decree of any court, arbitrator, or Governmental Authority applicable to the Stockholder or Weatherford or their respective properties or assets.Voting Agreement • February 14th, 2001 • Universal Compression Inc • Services-equipment rental & leasing, nec • Delaware
DATED AS OFEmployment Agreement • March 19th, 1998 • Universal Compression Inc • Delaware
1 EXHIBIT 4.3 SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENTAL INDENTURE is dated as of May 30, 2000 between UNIVERSAL COMPRESSION, INC., a Texas corporation, as successor-in-interest to TW Acquisition Corporation, a Delaware corporation (the...Supplemental Indenture • November 14th, 2000 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York
DATED AS OFEmployment Agreement • March 19th, 1998 • Universal Compression Inc • Delaware
STOCK PURCHASE AGREEMENT Dated as of December 18, 1997 By and Between TIDEWATER INC.Stock Purchase Agreement • March 19th, 1998 • Universal Compression Inc • Delaware
1 EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made and entered into as of July 11, 2001, by and among Universal Compression Holdings, Inc., a Delaware corporation (the "COMPANY"), and MCNIC...Registration Rights Agreement • July 23rd, 2001 • Universal Compression Inc • Services-equipment rental & leasing, nec • Texas
