<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 1
FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
COMMISSION FILE NOS.: 333-48283
333-48279
UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.
(Exact Name of Registrants as Specified in Their Charters)
<TABLE>
<S> <C>
DELAWARE 13-3989167
TEXAS 74-1282680
(States or Other Jurisdictions of (I.R.S. Employer Identification Nos.)
Incorporation or Organization)
4440 BRITTMOORE ROAD
HOUSTON, TEXAS 77041-8004
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
(713) 335-7000
(Registrants' telephone number, including area code)
Securities of Universal Compression Holdings, Inc.
Registered Pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS: NAME OF EACH EXCHANGE ON WHICH REGISTERED:
-------------------- ------------------------------------------
<S> <C>
None N/A
</TABLE>
Securities of Universal Compression Holdings, Inc.
Registered Pursuant to Section 12(g) of the Act:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS:
--------------------
<S> <C>
None
</TABLE>
Securities of Universal Compression, Inc.
Registered Pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS: NAME OF EACH EXCHANGE ON WHICH REGISTERED:
-------------------- ------------------------------------------
<S> <C>
None N/A
</TABLE>
Securities of Universal Compression, Inc.
Registered Pursuant to Section 12(g) of the Act:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS:
--------------------
<S> <C>
None
</TABLE>
UNIVERSAL COMPRESSION, INC. MEETS THE CONDITIONS SET FORTH IN GENERAL
INSTRUCTION I(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM 10-K
WITH THE REDUCED DISCLOSURE FORMAT.
Indicate by check mark whether each of the registrants (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of each of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
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<PAGE> 2
NOTICE
This Form 10-K/A, dated November 3, 2000, amends the Universal Compression
Holdings, Inc. ("UCH") and Universal Compression, Inc. ("UCI") Form 10-K for the
fiscal year ended March 31, 2000 as filed on May 23, 2000 (the "2000 Form
10-K"). The Exhibit Index on pages E-1 through E-7 was inadvertently omitted
from the electronic filing and is provided in this filing in its entirety and
should be read in conjunction with the 2000 Form 10-K for UCH and UCI as
previously filed.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to its
Report to be signed on its behalf by the undersigned, thereunto duly authorized.
UNIVERSAL COMPRESSION HOLDINGS, INC.
<TABLE>
<S> <C>
Date: November 3, 2000 By: /s/ RICHARD W. FITZGERALD
---------------------------------------------
Richard W. FitzGerald
Senior Vice President and
Chief Financial Officer
</TABLE>
UNIVERSAL COMPRESSION, INC.
<TABLE>
<S> <C>
Date: November 3, 2000 By: /s/ RICHARD W. FITZGERALD
---------------------------------------------
Richard W. FitzGerald
Senior Vice President and
Chief Financial Officer
</TABLE>
3
<PAGE> 4
INDEX TO EXHIBITS
EXHIBITS OF UNIVERSAL COMPRESSION HOLDINGS, INC.
AND UNIVERSAL COMPRESSION, INC.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
3.1 -- Certificate of Incorporation of Universal Compression
Holdings, Inc., as amended to date (incorporated by
reference to Exhibit 3.1 of Amendment No. 2 dated
September 17, 1998 to Universal Compression Holdings,
Inc.'s Registration Statement on Form S-4 (File No.
333-48283)).
3.2 -- Form of Restated Certificate of Incorporation of
Universal Compression Holdings, Inc., to be effective in
the event of and immediately prior to closing of the
proposed offering under Universal Compression Holdings,
Inc.'s Registration Statement on Form S-1 (File No.
333-34090), as amended (incorporated by reference to
Exhibit 3.2 of Amendment No. 2 dated May 22, 2000 to
Universal Compression Holdings, Inc.'s Registration
Statement on Form S-1 (File No. 333-34090)).
3.3 -- Bylaws of Universal Compression Holdings, Inc.
(incorporated by reference to Exhibit 3.2 of Amendment
No. 1 dated July 30, 1998 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-4 (File
No. 333-48283)).
3.4 -- Amendment to Bylaws of Universal Compression Holdings,
Inc. (incorporated by reference to Exhibit 3.4 of
Amendment No. 1 dated May 3, 2000 to Universal
Compression Holdings, Inc.'s Registration Statement on
Form S-1 (File No. 333-34090)).
3.5 -- Form of Proposed Bylaws of Universal Compression
Holdings, Inc., to be effective in the event of and
immediately upon closing of the proposed offering under
Universal Compression Holdings, Inc.'s Registration
Statement on Form S-1 (File No. 333-34090), as amended
(incorporated by reference to Exhibit 3.5 of Amendment
No. 2 dated May 22, 2000 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-1 (File
No. 333-34090)).
4.1 -- Specimen common stock certificate of Universal
Compression Holdings, Inc. (incorporated by reference to
Exhibit 4.1 of Amendment No. 2 dated May 22, 2000 to
Universal Compression Holdings, Inc.'s Registration
Statement on Form S-1 (File No. 333-34090)).
4.2 -- Purchase Agreement, dated as of February 13, 1998,
between Universal Compression Holdings, Inc. and BT Alex.
Brown Incorporated (incorporated by reference to Exhibit
4.1 of Universal Compression Holdings, Inc.'s
Registration Statement on Form S-4 dated March 19, 1998
(File No. 333-48283)).
4.3 -- Purchase Agreement, dated as of February 13, 1998,
between Universal Compression, Inc. and each of BT Alex.
Brown and Salomon Smith Barney (incorporated by reference
to Exhibit 4.1 to Universal Compression, Inc.'s
Registration Statement on Form S-4 dated March 19, 1998
(File No. 333-48279)).
4.4 -- Specimen of Universal Compression Holdings, Inc.'s
11 3/8% Senior Discount Note due 2009 (incorporated by
reference to Exhibit 4.2 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-4 dated
March 19, 1998 (File No. 333-48283)).
4.5 -- Indenture, dated as of February 20, 1998, between
Universal Compression Holdings, Inc. and United States
Trust Company of New York, as Trustee, with respect to
the 11 3/8% Senior Discount Notes (incorporated by
reference to Exhibit 4.3 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-4 dated
March 19, 1998 (File No. 333-48283)).
</TABLE>
E-1
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
4.6 -- Indenture, dated as of February 20, 1998, between
Universal Compression, Inc. and the United States Trust
Company of New York, as Trustee, with respect to the
9 7/8% Senior Discount Notes (incorporated by reference
to Exhibit 4.3 to Universal Compression, Inc.'s
Registration Statement on Form S-4 dated March 19, 1998
(File No. 333-48279)).
4.7 -- First Supplemental Indenture, dated May 9, 2000, between
Universal Compression, Inc. and United States Trust
Company of New York, as Trustee, with respect to the
9 7/8% Senior Discount Notes. (incorporated by reference
to Exhibit 4.7 of Amendment No. 2 dated May 22, 2000 to
Universal Compression Holdings, Inc.'s Registration
Statement on Form S-1 (File No. 333-34090)).
4.8 -- Specimen of Universal Compression, Inc.'s 9 7/8% Senior
Discount Notes due 2008 (incorporated by reference to
Exhibit 4.2 to Universal Compression, Inc.'s Registration
Statement on Form S-4 dated March 19, 1998 (File No.
333-48279)).
4.9 -- Registration Rights Agreement, dated February 20, 1998,
between Universal Compression Holdings, Inc. and BT Alex.
Brown Incorporated (incorporated by reference to Exhibit
4.4 to Universal Compression Holdings, Inc.'s
Registration Statement on Form S-4 dated March 19, 1998
(File No. 333-48283)).
4.10 -- Form of Notes under Credit Agreement (incorporated by
reference to Exhibit 4.6 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-4 dated
March 19, 1998 (File No. 333-48283)).
4.11 -- Stock Purchase Plan Buyback Agreement, dated March 26,
1999, among Universal Compression Holdings, Inc. and the
persons named therein (incorporated by reference to
Exhibit 4.10 of Universal Compression Holdings, Inc.'s
Annual Report on Form 10-K for the year ended March 31,
1999).
9.1 -- Voting Trust Agreement, dated February 20, 1998, among
Universal Compression Holdings, Inc., John K. Castle, as
voting trustee and certain stockholders party thereto
(incorporated by reference to Exhibit 9.1 of Amendment
No. 2 dated September 17, 1998 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-4 dated
March 19, 1998 (File No. 333-48283)).
9.2 -- Voting Trust Agreement, dated December 1, 1998, among
Universal Compression Holdings, Inc., John K. Castle, as
voting trustee and certain other parties thereto
(incorporated by reference to Exhibit 9.1 of Universal
Compression Holdings, Inc.'s Quarterly Report on Form
10-Q for the period ended December 31, 1998)).
9.3 -- Form of Instruments of Accession to Voting Trust
Agreement for each of Richard W. FitzGerald and Valerie
L. Banner (incorporated by reference to Exhibit 9.3 to
Universal Compression Holdings, Inc.'s Registration
Statement on Form S-1 (File No. 333-34090)).
9.4 -- Voting Agreement, dated February 20, 1998, among Castle
Harlan Partners, Universal Compression Holdings, Inc. and
certain other parties thereto (incorporated by reference
to Exhibit 10.13 to Universal Compression Holdings,
Inc.'s Registration Statement on Form S-4 dated March 19,
1998 (File No. 333-48283)).
9.5 -- First Amendment to Voting Agreement, dated as of May 19,
2000, among Castle Harlan Partners, Universal Compression
Holdings, Inc. and certain other parties thereto
(incorporated by reference to Exhibit 9.5 to Amendment
No. 2 dated May 22, 2000 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-1 (File
No. 333-34090)).
9.6 -- Voting Agreement, dated April 28, 2000, between Universal
Compression Holdings, Inc. and Energy Spectrum Partners
LP (incorporated by reference to Exhibit 9.6 of Amendment
No. 2 dated May 22, 2000 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-1 (File
No. 333-34090)).
</TABLE>
E-2
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.1 -- Stock Purchase Agreement, dated December 18, 1997,
between TW Acquisition Corporation and Tidewater, Inc.
(incorporated by reference to Exhibit 10.1 to Universal
Compression Holdings, Inc.'s Registration Statement on
Form S-4 dated March 19, 1998 (File No. 333-48283)).
10.2 -- Incentive Stock Option Plan (incorporated by reference to
Exhibit 10 of Universal Compression Holdings, Inc.'s
Quarterly Report on Form 10-Q for the period ended
September 30, 1998).
10.3 -- Amendment Number One to Incentive Stock Option Plan,
dated April 20, 2000 (incorporated by reference to
Exhibit 10.3 of Amendment No. 2 dated May 22, 2000 to
Universal Compression Holdings, Inc.'s Registration
Statement on Form S-1 (File No. 333-34090)).
10.4 -- Amendment Number Two to Incentive Stock Option Plan,
dated May 15, 2000 (incorporated by reference to Exhibit
10.4 of Amendment No. 2 dated May 22, 2000 to Universal
Compression Holdings, Inc.'s Registration Statement on
Form S-1 (File No. 333-34090)).
10.5 -- Purchase Price Adjustment Agreement, dated February 20,
1998, among TW Acquisition Corporation, Universal
Compression Holdings, Inc., and Tidewater, Inc.
(incorporated by reference to Exhibit 10.2 to Universal
Compression Holdings, Inc.'s Registration Statement on
Form S-4 dated March 19, 1998 (File No. 333-48283)).
10.6 -- Employment Agreement, dated February 20, 1998, with
Stephen Snider (incorporated by reference to Exhibit 10.4
to Universal Compression Holdings, Inc.'s Registration
Statement on Form S-4 dated March 19, 1998 (File No.
333-48283)).
10.7 -- Employment Agreement, dated February 20, 1998, with Ernie
L. Danner (incorporated by reference to Exhibit 10.5 to
Universal Compression Holdings, Inc.'s Registration
Statement on Form S-4 dated March 19, 1998 (File No.
333-48283)).
10.8 -- Employment Agreement, dated February 20, 1998, with
Newton Schnoor (incorporated by reference to Exhibit 10.7
to Universal Compression Holdings, Inc.'s Registration
Statement on Form S-4 dated March 19, 1998 (File No.
333-48283)).
10.9 -- Executive Employment Agreement, effective April 12, 1999,
with Richard FitzGerald (incorporated by reference to
Exhibit 10.1 to Universal Compression Holdings, Inc.'s
Quarterly Report on Form 10-Q for the period ended
December 31, 1999).
10.10 -- Executive Employment Agreement, effective June 1, 1998,
with Valerie L. Banner (incorporated by reference to
Exhibit 10.2 to Universal Compression Holdings, Inc.'s
Quarterly Report on Form 10-Q for the period ended
September 30, 1999).
10.11 -- Management Agreement, dated February 20, 1998, among
Universal Compression, Inc., Universal Compression
Holdings, Inc., and Castle Harlan, Inc. (incorporated by
reference to Exhibit 10.9 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-4 dated
March 19, 1998 (File No. 333-48283)).
10.12 -- Master Transaction Agreement, dated April 5, 2000, among
Universal Compression Holdings, Inc., Castle Harlan
Partners III, L.P. and Castle Harlan, Inc. (incorporated
by reference to Exhibit 10.12 of Amendment No. 2 dated
May 22, 2000 to Universal Compression Holdings, Inc.'s
Registration Statement on Form S-1 (File No. 333-34090)).
</TABLE>
E-3
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.13 -- Finders and Consulting Agreement, dated February 20, 1998
(incorporated by reference to Exhibit 10.10 to Universal
Compression Holdings, Inc.'s Registration Statement on
Form S-4 dated March 19, 1998 (File No. 333-48283)).
10.14 -- Finders and Consulting Termination Agreement dated April
5, 2000, between Universal Compression Holdings, Inc. and
Samuel Urcis (incorporated by reference to Exhibit 10.14
of Amendment No. 2 dated May 22, 2000 to Universal
Compression Holdings, Inc.'s Registration Statement on
Form S-1 (File No. 333-34090)).
10.15 -- Assignment and Assumption Agreement, dated February 20,
1998, among Universal Compression, Inc., BT Alex. Brown
and Salomon Smith Barney (incorporated by reference to
Exhibit 10.11 to Universal Compression Holdings, Inc.'s
Registration Statement on Form S-4 dated March 19, 1998
(File No. 333-48283)).
10.16 -- Co-Investor Subscription Agreement, dated February 20,
1998, among Universal Compression Holdings, Inc. and
certain co-investors party thereto (incorporated by
reference to Exhibit 10.12 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-4 dated
March 19, 1998 (File No. 333-48283)).
10.17 -- Registration Rights Agreement, dated February 20, 1998,
among Universal Compression Holdings, Inc. and certain
stockholders party thereto (incorporated by reference to
Exhibit 10.14 to Universal Compression Holdings, Inc.'s
Registration Statement on Form S-4 dated March 19, 1998
(File No. 333-48283)).
10.18 -- Form of Instruments of Accession to Registration Rights
Agreement for each of Richard W. FitzGerald and Valerie
L. Banner (incorporated by reference to Exhibit 4.10 to
Universal Compression Holdings, Inc.'s Registration
Statement on Form S-1 (File No. 333-34090)).
10.19 -- Instrument of Accession to Registration Rights Agreement,
dated April 28, 2000, for Energy Spectrum Partners LP
(incorporated by reference to Exhibit 10.19 of Amendment
No. 2 dated May 22, 2000 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-1 (File
No. 333-34090)).
10.20 -- Stockholders Agreement, dated February 20, 1998, among
Universal Compression Holdings, Inc. and certain
stockholders party thereto (incorporated by reference to
Exhibit 10.15 to Universal Compression Holdings, Inc.'s
Registration Statement on Form S-4 dated March 19, 1998
(File No. 333-48283)).
10.21 -- Form of Instruments of Accession to Stockholders
Agreement for each of Richard W. FitzGerald and Valerie
L. Banner (incorporated by reference to Exhibit 10.15 to
Universal Compression Holdings, Inc.'s Registration
Statement on Form S-1 (File No. 333-34090)).
10.22 -- Instrument of Accession to Stockholders Agreement, as
amended, for Energy Spectrum Partners LP (incorporated by
reference to Exhibit 10.22 of Amendment No. 2 dated May
22, 2000 to Universal Compression Holdings, Inc.'s
Registration Statement on Form S-1 (File No. 333-34090)).
10.23 -- Management Subscription Agreement, dated February 20,
1998, among Universal Compression Holdings, Inc. and
certain key members of Universal Compression, Inc.'s
management (incorporated by reference to Exhibit 10.16 to
Universal Compression Holdings, Inc.'s Registration
Statement on Form S-4 dated March 19, 1998 (File No.
333-48283)).
10.24 -- Management Stock Buyback Agreement among Universal
Compression Holdings, Inc. and certain key members of
Universal Compression, Inc.'s management (incorporated by
reference to Exhibit 10.17 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-4 dated
March 19, 1998 (File No. 333-48283)).
</TABLE>
E-4
<PAGE> 8
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.25 -- Form of Management Stock Buyback Agreements between
Universal Compression Holdings, Inc. and each of Richard
W. FitzGerald and Valerie L. Banner (incorporated by
reference to Exhibit 10.18 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-1 (File
No. 333-34090)).
10.26 -- Stock Option Agreements between Universal Compression
Holdings, Inc. and each of Ernie Danner, Stephen Snider,
Samuel Urcis and Newton Schnoor (incorporated by
reference to Exhibit 10.18 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-4 dated
March 19, 1998 (File No. 333-48283)).
10.27 -- Stock Option Agreement, dated April 12, 1999, between
Universal Compression Holdings, Inc. and Richard W.
FitzGerald (incorporated by reference to Exhibit 10.2 to
Universal Compression Holdings, Inc.'s Quarterly Report
on Form 10-Q for the period ended December 31, 1999).
10.28 -- Stock Option Agreement between Universal Compression
Holdings, Inc. and Valerie L. Banner (incorporated by
reference to Exhibit 10.3 to Universal Compression
Holdings, Inc.'s Quarterly Report on Form 10-Q for the
period ended September 30, 1999).
10.29 -- Form of Stock Option Agreements between Universal
Compression Holdings, Inc. and each of Jack B. Hilburn,
H. Patrick Jones and Kirk E. Townsend (incorporated by
reference to Exhibit 10.24 of Amendment No. 1 dated May
3, 2000 to Universal Compression Holdings, Inc.'s
Registration Statement on Form S-1 (File No. 333-34090)).
10.30 -- Form of Stock Option Agreements of Universal Compression
Holdings, Inc., effective as of April 20, 2000
(incorporated by reference to Exhibit 10.30 of Amendment
No. 2 dated May 22, 2000 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-1 (File
No. 333-34090)).
10.31 -- Agreement, dated October 27, 1999, among Universal
Compression, Inc., Universal Compression Holdings, Inc.
and Jack B. Hilburn (incorporated by reference to Exhibit
10.23 to Universal Compression Holdings, Inc.'s
Registration Statement on Form S-1 (File No. 333-34090)).
10.32 -- Agreement, dated October 27, 1999, among Universal
Compression Inc., Universal Compression Holdings, Inc.
and Kirk E. Townsend (incorporated by reference to
Exhibit 10.24 to Universal Compression Holdings, Inc.'s
Registration Statement on Form S-1 (File No. 333-34090)).
10.33 -- Form of Indemnification Agreements for each of Samuel
Urcis, Stephen Snider, John K. Castle, Jeffrey Siegal,
William M. Pruellage, Newton Schnoor, C. Kent May, Jack
Hilburn, Ernie Danner, Thomas Case, Valerie Banner,
Duncan Allison, Kirk Townsend, Dana H. Cook, H. Pat Jones
and Richard FitzGerald. (incorporated by reference to
Exhibit 10.27 of Amendment No. 1 dated May 3, 2000 to
Universal Compression Holdings, Inc.'s Registration
Statement on Form S-1 (File No. 333-34090)).
10.34 -- Credit Agreement, dated February 20, 1998, among
Universal Compression, Inc., Universal Compression
Holdings, Inc., Bankers Trust Company, as agent and the
lenders party thereto (incorporated by reference to
Exhibit 4.5 to Universal Compression Holdings, Inc.'s
Registration Statement on Form S-4 dated March 19, 1998
(File No. 333-48283)).
10.35 -- Security Agreement, dated February 20, 1998, among
Universal Compression, Inc., Universal Compression
Holdings, Inc., Bankers Trust Company and the banks party
thereto (incorporated by reference to Exhibit 4.7 to
Universal Compression Holdings, Inc.'s Registration
Statement on Form S-4 dated March 19, 1998 (File No.
333-48283)).
</TABLE>
E-5
<PAGE> 9
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.36 -- Pledge Agreement, dated February 20, 1998, among
Universal Compression, Inc., Universal Compression
Holdings, Inc., Bankers Trust Company and the banks party
thereto (incorporated by reference to Exhibit 4.8 to
Universal Compression Holdings, Inc.'s Registration
Statement on Form S-4 dated March 19, 1998 (File No.
333-48283)).
10.37 -- Acknowledgement and Joinder Agreement, dated February 20,
1998, between Universal Compression, Inc. and Bankers
Trust Company (incorporated by reference to Exhibit 4.9
of Universal Compression Holdings, Inc.'s Registration
Statement on Form S-4 dated March 19, 1998 (File No.
333-48283)).
10.38 -- First Amendment to Credit Agreement, dated November 13,
1998, among Universal Compression Holdings, Inc.,
Universal Compression, Inc., Bankers Trust Company as
agent and the lenders party thereto (incorporated by
reference to Exhibit 4.1 of Universal Compression
Holdings, Inc.'s Quarterly Report on Form 10-Q for the
period ended December 31, 1998).
10.39 -- Second Amendment to Credit Agreement, dated April 14,
2000, among Universal Compression Holdings, Inc.,
Universal Compression, Inc., Bankers Trust Company as
agent and the lenders party thereto (incorporated by
reference to Exhibit 10.39 of Amendment No. 2 dated May
22, 2000 to Universal Compression Holdings, Inc.'s
Registration Statement on Form S-1 (File No. 333-34090)).
10.40 -- Non-Qualified Stock Purchase Plan (incorporated by
reference to Exhibit 99.1 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-8 dated
February 24, 1999 (File No. 333-72859)).
10.41 -- Form of Participation Agreement among Universal
Compression, Inc., Universal Compression Holdings, Inc.,
the Trust, Deutsche Bank AG, New York Branch, and the
other certificate holders party thereto, the
Administrative Agent, the Collateral Agent and the
lenders party thereto (incorporated by reference to
Exhibit 10.41 of Amendment No. 2 dated May 22, 2000 to
Universal Compression Holdings, Inc.'s Registration
Statement on Form S-1 (File No. 333-34090)).
10.42 -- Form of Master Equipment Lease Agreement between the
Trust and Universal Compression, Inc. (incorporated by
reference to Exhibit 10.42 of Amendment No. 2 dated May
22, 2000 to Universal Compression Holdings, Inc.'s
Registration Statement on Form S-1 (File No. 333-34090)).
10.43 -- Form of Loan Agreement among the Trust, the
Administrative Agent, the Collateral Agent and the
lenders party thereto (incorporated by reference to
Exhibit 10.43 of Amendment No. 2 dated May 22, 2000 to
Universal Compression Holdings, Inc.'s Registration
Statement on Form S-1 (File No. 333-34090)).
10.44 -- Form of Assembly Agency Agreement between the Trust and
Universal Compression, Inc. (incorporated by reference to
Exhibit 10.44 of Amendment No. 2 dated May 22, 2000 to
Universal Compression Holdings, Inc.'s Registration
Statement on Form S-1 (File No. 333-34090)).
10.45 -- Form of Trust Agreement between the Certificate Holders
and the Trust (incorporated by reference to Exhibit 10.45
of Amendment No. 2 dated May 22, 2000 to Universal
Compression Holdings, Inc.'s Registration Statement on
Form S-1 (File No. 333-34090).
10.46 -- Form of Credit Agreement among Universal Compression
Holdings, Inc., Universal Compression, Inc., Deutsche
Bank Securities, Inc., as lead arranger, Bankers Trust
Company, as administrative agent, and the lenders party
thereto (incorporated by reference to Exhibit 10.46 of
Amendment No. 2 dated May 22, 2000 to Universal
Compression Holdings, Inc.'s Registration Statement on
Form S-1 (File No. 333-34090)).
</TABLE>
E-6
<PAGE> 10
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.47 -- Form of Security Agreement among Universal Compression
Holdings, Inc., Universal Compression, Inc., and certain
of its subsidiaries in favor of Bankers Trust Company, as
Collateral Agent (incorporated by reference to Exhibit
10.47 of Amendment No. 2 dated May 22, 2000 to Universal
Compression Holdings, Inc.'s Registration Statement on
Form S-1 (File No. 333-34090)).
10.48 -- Form of Pledge Agreement made by Universal Compression
Holdings, Inc. and Universal Compression, Inc. in favor
of Bankers Trust Company, as Collateral Agent
(incorporated by reference to Exhibit 10.48 of Amendment
No. 2 dated May 22, 2000 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-1 (File
No. 333-34090)).
10.49 -- Form of Subsidiaries Guaranty (incorporated by reference
to Exhibit 10.49 of Amendment No. 2 dated May 22, 2000 to
Universal Compression Holdings, Inc.'s Registration
Statement on Form S-1 (File No. 333-34090)).
21.1 -- Subsidiaries of Universal Compression Holdings, Inc.
(incorporated by reference to Exhibit 21.1 of Amendment
No. 2 dated May 22, 2000 to Universal Compression
Holdings, Inc.'s Registration Statement on Form S-1 (File
No. 333-34090)).
23.1* -- Consent of Deloitte & Touche LLP.
27.1* -- Financial data schedule of Universal Compression
Holdings, Inc. (for SEC filing purposes only).
27.2* -- Financial data schedule of Universal Compression, Inc.
(for SEC filing purposes only).
</TABLE>
---------------
* Filed herewith.
E-7
