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
as Issuers andIndenture • February 14th, 2001 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York
EXHIBIT 10.9 AGREEMENTSeverance Agreement • March 23rd, 2001 • Universal Compression Inc • Services-equipment rental & leasing, nec • Delaware
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
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
1 EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGERMerger Agreement • November 14th, 2000 • Universal Compression Inc • Services-equipment rental & leasing, nec • Delaware
EXHIBIT 10.3 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT, dated as of October 21, 1999, but effective as of the 1st day of June, 1998, by and between UNIVERSAL COMPRESSION HOLDINGS, INC., a Delaware corporation ("Holdings") and VALERIE L....Stock Option Agreement • November 15th, 1999 • Universal Compression Inc • Services-equipment rental & leasing, nec • Delaware
WITNESSETH:Indemnification Agreement • March 23rd, 2001 • Universal Compression Inc • Services-equipment rental & leasing, nec • Delaware
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
as Company andIndenture • March 19th, 1998 • Universal Compression Inc • New York
TW ACQUISITION CORPORATION 9 7/8% Senior Discount Notes PURCHASE AGREEMENTPurchase Agreement • March 19th, 1998 • Universal Compression Inc • New York
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
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
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
WITNESSETH:Stockholders' Agreement • November 14th, 2000 • 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
DATED AS OFEmployment Agreement • March 19th, 1998 • Universal Compression Inc • Delaware
TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 15th, 1999 • Universal Compression Inc • Services-equipment rental & leasing, nec • Delaware
1 EXHIBIT 10.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • October 26th, 2000 • Universal Compression Inc • Services-equipment rental & leasing, nec • 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
WITNESSETH:Consulting Agreement • September 29th, 2000 • Universal Compression Inc • Services-equipment rental & leasing, nec • Texas
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
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
WITNESSETH:Credit Agreement • November 14th, 2000 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York
AMENDMENT NUMBER 2 TO THE INDENTUREIndenture • February 14th, 2002 • 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 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
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....Executive Employment Agreement • February 11th, 2000 • Universal Compression Inc • Services-equipment rental & leasing, nec • 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 B-1 FORM OF TERM NOTETerm Note • March 19th, 1998 • Universal Compression Inc
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.
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
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
TRUST AGREEMENT (Universal Compression Trust 2000-1)Trust Agreement • August 14th, 2000 • Universal Compression Inc • Services-equipment rental & leasing, nec • Delaware
