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 Holdings 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 Holdings Inc • Delaware
DATED AS OFEmployment Agreement • March 19th, 1998 • Universal Compression Holdings Inc • Delaware
PLEDGE AGREEMENT PLEDGE AGREEMENT (as amended, modified or supplemented from time to time, this "Agreement"), dated as of February 20, 1998, made by each of the undersigned pledgors (each a "Pledgor" and, together with any other entity that becomes a...Pledge Agreement • March 19th, 1998 • Universal Compression Holdings Inc
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 Holdings 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 Holdings Inc • Delaware
as Company andUniversal Compression Holdings Inc • March 19th, 1998 • New York
SECTION 2. Letters of Credit 10 2.01 Letters of Credit 10 2.02 Minimum Stated Amount 11 2.03 Letter of Credit Requests 11 2.04 Letter of Credit Participations 11 2.05 Agreement to Repay Letter of Credit Drawings 13 2.06 Increased Costs 13Credit Agreement • March 19th, 1998 • Universal Compression Holdings Inc
AmongRegistration Rights Agreement • March 19th, 1998 • Universal Compression Holdings Inc • New York
CO-INVESTOR SUBSCRIPTION AGREEMENTUniversal Compression Holdings Inc • March 19th, 1998 • New York
Exhibit A --------- ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT (this "Agreement"), dated as of February 20, 1998, is by Universal Compression Holdings, Inc., a Delaware corporation (the "Company"). W I T N E S S E T H WHEREAS, TW Acquisition Corp. a...Assumption Agreement • March 19th, 1998 • Universal Compression Holdings Inc • New York
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 Holdings Inc • New York
DATED AS OFEmployment Agreement • March 19th, 1998 • Universal Compression Holdings Inc • Delaware
SECURITY AGREEMENTSecurity Agreement • March 19th, 1998 • Universal Compression Holdings Inc • New York
STOCK PURCHASE AGREEMENT Dated as of December 18, 1997 By and Between TIDEWATER INC.Stock Purchase Agreement • March 19th, 1998 • Universal Compression Holdings Inc • Delaware
DATED AS OFEmployment Agreement • March 19th, 1998 • Universal Compression Holdings 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 Holdings Inc • New York
MANAGEMENT SUBSCRIPTION AGREEMENTManagement Subscription Agreement • March 19th, 1998 • Universal Compression Holdings Inc • New York
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 Holdings 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 Holdings Inc • New York
TW HOLDINGS CORPORATION 11 3/8% Senior Discount Notes PURCHASE AGREEMENTStock Purchase Agreement • March 19th, 1998 • Universal Compression Holdings Inc • New York
