Exhibit A STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT, made as of this 20th day of February, 1998, by and between UNIVERSAL COMPRESSION HOLDINGS, INC., a Delaware corporation ("Holdings") and ERNIE DANNER (the "Executive"). WHEREAS, Holdings...Stock Option Agreement • March 19th, 1998 • Universal Compression Inc • 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
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
STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT, dated as of February 20, 1998 (the "Agreement"), among Universal Compression Holdings, Inc. ("Holdings"), Castle Harlan Partners III, L.P. ("CHPIII," and together with related accounts or funds managed by...Stockholders Agreement • March 19th, 1998 • Universal Compression Inc • Delaware
TW ACQUISITION CORPORATION 9 7/8% Senior Discount Notes PURCHASE AGREEMENTStock Purchase Agreement • March 19th, 1998 • Universal Compression Inc • New York
CO-INVESTOR SUBSCRIPTION AGREEMENTUniversal Compression Inc • March 19th, 1998 • New York
W I T N E S S E T HAssumption Agreement • March 19th, 1998 • Universal Compression Inc • New York
as Company andUniversal Compression Inc • March 19th, 1998 • New York
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
Among TW ACQUISITION CORPORATION as Issuer andRegistration Rights Agreement • March 19th, 1998 • Universal Compression Inc • New York
DATED AS OFEmployment Agreement • March 19th, 1998 • Universal Compression Inc • Delaware
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
MANAGEMENT AGREEMENT AGREEMENT made as of February 20, 1998, between Castle Harlan, Inc., a Delaware corporation ("CHI"), Universal Compression Holdings, Inc., a Delaware corporation ("Holdings") and Universal Compression, Inc., a Texas corporation...Management Agreement • March 19th, 1998 • Universal Compression Inc • New York
Exhibit B-1 FORM OF TERM NOTEUniversal Compression Inc • March 19th, 1998
This Note is one of the Term Notes referred to in the Credit Agreement, dated as of February 20, 1998, among Universal Compression Holdings, Inc., the Borrower, the lenders from time to time party thereto (including the Bank) and Bankers Trust Company, as Agent (as from time to time in effect, the "Agreement"), and is entitled to the benefits thereof and the other Credit Documents (as defined in the Agreement). This Note is secured by the Security Documents (as defined in the Agreement). As provided in the Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the Term Loan Maturity Date, in whole or in part.
MANAGEMENT SUBSCRIPTION AGREEMENTManagement Subscription Agreement • March 19th, 1998 • Universal Compression Inc • New York
WITNESSETHPurchase Price Adjustment Agreement • March 19th, 1998 • Universal Compression Inc • Delaware
MANAGEMENT STOCK BUYBACK AGREEMENT STOCK BUYBACK AGREEMENT, dated as of February 20, 1998 (the "Agreement"), by and among Universal Compression Holdings, Inc., a Delaware corporation ("Holdings") and the persons listed on the signature page hereto...Management Stock Buyback Agreement • March 19th, 1998 • Universal Compression Inc • New York
FINDERS AND CONSULTING SERVICES AGREEMENT This FINDERS AND CONSULTING SERVICES AGREEMENT is made as of the 20th day of February, 1998, by and between SAMUEL URCIS, an individual residing at 1160 Marilyn Drive, Beverly Hills, California 90210...Finders and Consulting Services Agreement • March 19th, 1998 • Universal Compression Inc • New York
ACKNOWLEDGMENT AND JOINDER AGREEMENT ------------------------------------ ACKNOWLEDGMENT AND JOINDER AGREEMENT (this "Agreement"), dated as of February 20, 1998, made by UNIVERSAL COMPRESSION, INC., a Delaware corporation in favor of BANKERS TRUST...Acknowledgment and Joinder Agreement • March 19th, 1998 • Universal Compression Inc • New York
