UNIVERSAL COMPRESSION HOLDINGS, INC. 6,750,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 12th, 2005 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York
Weatherford International Ltd., a company incorporated under the laws of Bermuda (the “Selling Stockholder”), propose to sell to J.P. Morgan Securities, Inc. (the “Underwriter”), an aggregate of 6,750,000 shares (the “Shares”) of Common Stock, par value $0.01 per share (the “Stock”), of Universal Compression Holdings, Inc., a Delaware corporation (the “Company”).
PURCHASE AGREEMENTPurchase Agreement • December 12th, 2005 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York
In connection with the transactions contemplated by the Underwriting Agreement (the “Underwriting Agreement”), dated as of December 8, 2005, among Universal Compression Holdings, Inc., a Delaware corporation (the “Company”), Weatherford International Ltd., a company incorporated under the laws of Bermuda, the (“Selling Stockholder”), and J.P. Morgan Securities Inc. (the “Underwriter”), the Underwriter has agreed to purchase 6,750,000 shares (the “Weatherford Shares”) of common stock of the Company, par value $0.01 per share (the “Stock”), subject to the terms and conditions set forth in the Underwriting Agreement. All definitions not otherwise deferred herein, shall have the meanings given such terms in the Underwriting Agreement. Pursuant to Section 8(a) of the Underwriting Agreement, it is a condition to the Underwriter’s obligation to purchase the Shares from the Selling Stockholder that the Company purchase 2,439,024 shares of Stock (the “Company Shares”) from the Underwriter.
