-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UXMjrS1BKzGhS5vmk/SeXkZTU+FIEJhTJUZgA6nKEonfIH3eCaxlUooKsixOcQ3m aI8q/HpjswnGLBMuUWtk8g== 0000902664-01-500254.txt : 20010712 0000902664-01-500254.hdr.sgml : 20010712 ACCESSION NUMBER: 0000902664-01-500254 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010711 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL COMPRESSION HOLDINGS INC CENTRAL INDEX KEY: 0001057234 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 133989167 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-59115 FILM NUMBER: 1679036 BUSINESS ADDRESS: STREET 1: 4440 BRITTMOORE RD CITY: HOUSTON STATE: TX ZIP: 77041 BUSINESS PHONE: 7134664103 MAIL ADDRESS: STREET 1: 4440 BRITTMOORE RD CITY: HOUSTON STATE: TX ZIP: 77041 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CASTLE HARLAN INC ET AL CENTRAL INDEX KEY: 0000941954 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133389752 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 150 E 58TH ST STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10155 BUSINESS PHONE: 2126448600 MAIL ADDRESS: STREET 1: 150 E 58TH ST STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10155 SC 13D/A 1 srz9069688v5.txt UNIVERSAL COMPRESSION HOLDINGS, INC. SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13D* (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 2)* Universal Compression Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 913431-10-2 (CUSIP Number) Andre Weiss, Esq. Schulte Roth & Zabel LLP 919 Third Avenue, 19th Floor New York, New York 10022 (212) 756-2000 (Name, address and telephone number of person authorized to receive notices and communications) July 3, 2001 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following Pages) (Page 1 of 88 Pages) - ---------------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 913431-10-2 13D Page 2 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS Castle Harlan Partners III, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 1,468,153 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 1,468,153 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,468,153 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [x] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** PN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 3 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS Castle Harlan, Inc. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 1,516,761 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 1,516,761 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,516,761 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [x] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** CO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 4 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS John K. Castle I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 90,909 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 1,652,982 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 90,909 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 1,652,982 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,743,891 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [x] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 5 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS Castle Harlan Partners III, G.P., Inc. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 1,516,761 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 1,516,761 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,516,761 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [x] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** CO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 6 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS Castle Harlan Associates III, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 1,516,761 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 1,516,761 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,516,761 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [x] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** PN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 7 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS William M. Pruellage I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 167 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 167 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 8 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS Sylvia Rosen I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 167 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 167 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 9 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS Howard Weiss I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 668 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 668 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 10 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS Marc A. Weiss 1994 Trust I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION New York - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 167 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 167 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** OO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 11 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS Michael D. Weiss 1994 Trust I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION New York - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 167 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 167 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** OO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 12 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS Marcel Fournier I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION France - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 668 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 668 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 13 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS Branford Castle Holdings, Inc. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** OO - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 9,817 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,817 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** CO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 14 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS Leonard M. Harlan I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 50,316 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,361 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [X] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 15 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS Castle Harlan Offshore Partners III, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 24,070 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,070 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** PN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 16 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS Castle Harlan Affiliates III, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 24,538 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,538 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** PN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 17 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS Frogmore Forum Family Fund, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 5,590 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,590 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** OO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 18 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS Mellon Bank, N.A., as Trustee for the Bell Atlantic Master Trust I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION New York - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 336,023 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 336,023 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 336,023 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** EP - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 19 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS Bell Atlantic Asset Management Company I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 267,623 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 267,623 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 267,623 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** CO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 20 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS First Union Capital Partners, Inc. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Virginia - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 267,623 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 267,623 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 267,623 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** CO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 21 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS First Union Corporation I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION North Carolina - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 267,623 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 267,623 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 267,623 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** HC - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 22 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS First Union National Bank I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION National Association - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 267,623 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 267,623 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 267,623 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** BK - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 23 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS State Street Bank and Trust Company, as Trustee of DuPont Pension Trust I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 267,623 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 267,623 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 267,623 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** OO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 24 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS Brown University Third Century Fund I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Rhode Island - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 16,726 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 16,726 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,726 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** OO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 25 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS William J. Lovejoy I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** OO - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 167 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 167 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 26 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS Jeffrey M. Siegal I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** 00 - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 1,672 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,672 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 27 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS David H. Chow I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 5,017 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,017 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 28 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS John Peter Laborde I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 16,726 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,726 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 29 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS Cliffe Floyd Laborde I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 3,345 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,345 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! 0CUSIP No. 913431-10-2 13D Page 30 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS Gary Lee Laborde I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 3,344 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,344 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 31 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS John Peter Laborde, Jr. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 3,345 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,345 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 32 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS John Tracy Laborde I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 3,344 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,344 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 33 of 88 Pages - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSONS Mary Adrienne Laborde Parsons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** Not applicable - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 3,345 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,345 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 34 of 88 Pages - ----------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS DB Capital Partners, SBIC, L.P. I.R.S. IDENTIFICATION NOS. (f/k/a BT Capital Partners, Inc.) OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** WC - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 267,623 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 267,623 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 267,623 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** PN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 35 of 88 Pages - ----------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS Taunus Corporation I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** N/A - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 267,623 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 267,623 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 267,623 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** CO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 36 of 88 Pages - ----------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS DB Capital Partners, Inc. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** N/A - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 267,623 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 267,623 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 267,623 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** CO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 37 of 88 Pages - ----------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS DB Capital Partners, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** N/A - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 267,623 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 267,623 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 267,623 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** PN - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 38 of 88 Pages - ----------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS DB Capital Partners, L.L.C. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** N/A - ----------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 267,623 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 267,623 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 267,623 - ----------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** OO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 913431-10-2 13D Page 39 of 88 Pages - ------------------------------------------------------------------------------ The following Items are being amended: Item 1, Item 3, Item 4, Item 5 and Item 6. Item 1. Security and Issuer. ------------------- Item 1 is hereby amended and restated in its entirety as follows: The Schedule 13D filed on June 9, 2000 (the "Initial Statement") and amended by Amendment No. 1 filed on November 2, 2000 by the Reporting Persons (as defined below) relating to the Common Stock, par value $0.01 per share (the "Shares"), issued by Universal Compression Holdings, Inc. (the "Issuer"), a Delaware corporation, whose principal executive offices are located at 4440 Brittmoore Road, Houston, Texas 77041, is hereby amended by this Amendment No. 2 to the Schedule 13D. CUSIP No. 913431-10-2 13D Page 40 of 88 Pages - ------------------------------------------------------------------------------ Item 3. Source and Amount of Funds and Other Consideration. -------------------------------------------------- Not Applicable. Item 4. Purpose of the Transaction. --------------------------- The following is added to Item 4: The following persons sold an aggregate of 2,666,667 Shares in a registered secondary offering on July 3, 2001 (the "Secondary Offering") in the following amounts: (i) CHP III, 1,468,565 Shares; (ii) CH Offshore, 24,072 Shares; (iii) CH Affiliates, 24,541 Shares; (iv) Frogmore, 5,591 Shares; (v) Branford, 9,628 Shares; (vi) Mr. Harlan, 4,814 Shares; (vii) Mr. Chow, 5,018 Shares; (viii) Mr. Weiss, 669 Shares; (ix) The Michael Trust, 167 Shares; (x) The Marc Trust, 167 Shares; (xi) Mr. Siegal, 1,672 Shares; (xii) Mr. Fournier, 669 Shares; (xiii) Ms. Rosen, 167 Shares; (xiv) Mr. Lovejoy, 167 Shares; (xv) FUCP, 30,053 Shares; (xvi) First Union Merchant Banking 1998-II, LLC ("FUMB"), an affiliate of FUCP, 237,593 Shares (which were transferred by FUCP TO FUMB on June 9, 2000); (xvii) DBCP SBIC, 267,646 Shares; (xviii) DuPont, 267,646 Shares; (xix) Bell Atlantic, 267,646 Shares; (xx) Brown, 16,727 Shares; and (xxi) the Labordes, 33,449 Shares. As a result of the completion of the Secondary Offering, the Voting Agreement (the "Voting Agreement") dated February 20, 1998 by and among the Company, Castle Harlan Partners III, L.P. and its affiliates, Mellon Bank, N.A., as Trustee for the Bell Atlantic Master Trust ("Bell Atlantic"), First Union Capital Partners, Inc. ("First Union"), BT Capital Partners, Inc. ("BT"), Wilmington Trust, as Trustee of Du Pont Pension Trust ("WT") and Brown University Third Century Fund ("Brown")(collectively Bell Atlantic, First Union, BT, WT and Brown are the "Co-Investors") terminated pursuant to the terms of the Voting Agreement and the Co-Investors are no longer required to file a Schedule 13D with respect to the Shares. Following the sale of Common Stock in the Secondary Offering, the Reporting Persons, excluding the Co-Investors, beneficially own 1,715,582 Shares of Common Stock or 5.8% of the Common Stock outstanding. The Reporting Persons hold the remaining Shares of Common Stock for investment purposes. In connection with the Secondary Offering referred to above, certain of the Reporting Persons identified in the first paragraph to this Item 4 entered into the Purchase Agreement (as defined in Item 6), which is attached as Exhibit 7 hereto and incorporated by reference in its entirety. Item 5. Interest in Securities of the Issuer. ------------------------------------ The first paragraph of Section (a) of Item 5 is hereby amended, in its entirety, as follows: (a) The approximate aggregate percentage of Shares reported beneficially owned by each person herein is based upon the 28,475,136 Shares CUSIP No. 913431-10-2 13D Page 41 of 88 Pages - ------------------------------------------------------------------------------ issued and outstanding as of March 31, 2001 as reflected in the Issuer's 10-K filed June 28, 2001 plus the 1,333,333 Shares issued by the Issuer in the Secondary Offering. Subsections (a)(i) through (a)(xiii) and (a)(xv) through (a)(xxxiii) of Item 5 are hereby amended and restated, in their entirety, as follows: (i) Bell Atlantic owns directly 336,023 Shares, constituting approximately 1.1% of the Shares outstanding. BAAMCO was an investment manager to Bell Atlantic and had the power to direct the trustee of Bell Atlantic with respect to the disposition of and the voting of 267,623 Shares owned by Bell Atlantic. BAAMCO is a direct, wholly-owned subsidiary of Verizon Communications, Inc. Dimension Funds Advisor is an investment manager to Bell Atlantic and has the power to direct the trustee of Bell Atlantic with respect to the dispositon and voting of 68,400 Shares owned by Bell Atlantic. (ii) FUCP owns directly 267,623 Shares, less than one percent of the Shares outstanding. (iii) FUNB owns directly no Shares. By reason of the provisions of Rule 13d-3 of the Exchange Act, FUNB may be deemed to beneficially own the 267,623 Shares owned directly by FUCP, less than one percent of the Shares outstanding. (iv) FTU owns directly no Shares. By reason of the provisions of Rule 13d-3 of Exchange Act, FTU may be deemed to beneficially own the 267,623 Shares owned directly by FUCP, less than one percent of the Shares outstanding. (v) DBCP SBIC owns directly 267,623 Shares, constituting less than one percent of the Shares outstanding. Each of Taunus, DBCP Inc., DBCP L.P. and DBCP L.L.C. may be deemed to be the beneficial owner of the Shares owned by DBCP SBIC. (vi) DuPont owns directly 267,623 Shares, less than one percent of the Shares outstanding. (vii) Brown owns directly 16,726 Shares, constituting less than one percent of the Shares outstanding. (viii) Mr. Pruellage owns directly 167 Shares, constituting less than one percent of the Shares outstanding. (ix) Ms. Rosen owns directly 167 Shares, constituting less than one percent of the Shares outstanding. (x) Mr. Weiss owns directly 668 Shares, constituting less than one percent of the Shares outstanding. (xi) The Marc Trust owns directly 167 Shares, constituting less than one percent of the Shares outstanding. CUSIP No. 913431-10-2 13D Page 42 of 88 Pages - ------------------------------------------------------------------------------ (xii) The Michael Trust owns directly 167 Shares, constituting less than one percent of the Shares outstanding. (xiii) Mr. Fournier owns beneficially (through his individual retirement account) 668 Shares, constituting less than one percent of the Shares outstanding. (xv) Mr. Chow owns directly 5,017 Shares, constituting less than one percent of the Shares outstanding. (xvi) Mr. Siegal owns directly 1,672 Shares, constituting less than one percent of the Shares outstanding. (xvii) Mr. Lovejoy owns directly 167 Shares, constituting less than one percent of the Shares outstanding. (xviii) John P. Laborde owns directly 16,727 Shares, constituting less than one percent of the Shares outstanding. (xix) Cliffe F. Laborde owns directly 3,345 Shares, constituting less than one percent of the Shares outstanding. (xx) Gary L. Laborde owns directly 3,344 Shares, constituting less than one percent of the Shares outstanding. (xxi) John P. Laborde, Jr. owns directly 3,345 Shares, constituting less than one percent of the Shares outstanding. (xxii) John T. Laborde owns directly 3,344 Shares, constituting less than one percent of the Shares outstanding. (xxiii) Mary Adrienne Laborde Parsons owns directly 3,345 Shares, constituting less than one percent of the Shares outstanding. (xxiv) Mr. Harlan owns directly 50,316 Shares, constituting less than one percent of the Shares outstanding. (xxv) CHI owns directly no Shares. By reason of the provisions of Rule 13d-3 of the Exchange Act, CHI may be deemed to beneficially own 1,516,761 Shares, constituting approximately 5.1% of the Shares outstanding, of which 1,468,153 Shares are owned by CHP III, 24,070 Shares are owned by CH Offshore and 24,538 Shares are owned by CH Affiliates. CHI disclaims beneficial ownership of those Shares other than those owned directly by it. CUSIP No. 913431-10-2 13D Page 43 of 88 Pages - ------------------------------------------------------------------------------ (xxvi) Branford owns directly 9,817 Shares, constituting less than one percent of the Shares outstanding. (xxvii) CH Offshore owns directly 24,070 Shares, constituting less than one percent of the Shares outstanding. (xxviii) CH Affiliates owns directly 24,538 Shares, constituting less than one percent of the Shares outstanding. (xxix) Frogmore owns directly 5,590 Shares, constituting less than one percent of the Shares outstanding. (xxx) CHP III owns directly 1,468,295 Shares, constituting approximately 4.9% of the Shares outstanding. (xxxi) CH Associates owns directly no Shares. By reason of the provisions of Rule 13d-3 of the Exchange Act, CH Associates may be deemed to beneficially own 1,516,761 Shares, constituting approximately 5.1% of the Shares outstanding, of which 1,468,153 Shares are owned directly by CHP III, 24,070 Shares are owned directly by CH Offshore and 24,538 Shares are owned directly by CH Affiliates. CH Associates disclaims beneficial ownership of the Shares, except as to Shares representing the CH Associates's pro rata interest in, and interest in the profits of, CHP III, CH Offshore and CH Affiliates. (xxxii) CHPGP owns directly no Shares. By reason of the provisions of Rule 13d-3 of the Exchange Act, CHPGP may be deemed to beneficially own 1,516,761 Shares, constituting approximately 5.1% of the Shares outstanding, of which 1,468,153 Shares are owned directly by CHP III, 24,070 Shares are owned directly by CH Offshore and 24,538 Shares are owned directly by CH Affiliates. CHPGP Associates disclaims beneficial ownership of the Shares, except as to Shares representing CH Associates's pro rata interest in, and interest in the profits of, CHP III, CH Offshore and CH Affiliates. (xxxiii) Mr. Castle owns directly 90,909 Shares. By reason of the provisions of Rule 13d-3 of the Exchange Act, Mr. Castle may be deemed to own beneficially 1,743,891 Shares constituting approximately 5.9% of the Shares outstanding, of which (A) 90,909 Shares are owned directly by him, (B) 1,468,153 Shares are owned directly by CHP III, (C) 151,380 Shares that Mr. Castle serves as voting trustee pursuant to the Voting Trust Agreement, dated as of February 20, 1998 (the "First Voting Trust Agreement"), among the Issuer, the CH Group (other than CHP III and CHI) and John K. Castle, as voting trustee, and (D) 33,449 Shares that Mr. Castle serves as voting trustee pursuant to the Voting Trust Agreement, dated as of December 1, 1998 (the "Second Voting Trust Agreement"), among the Issuer, the Labordes and John K. Castle, as voting trustee. Mr. Castle disclaims beneficial ownership of all such Shares, except as to Shares representing his pro rata interest in, and interest in the profits of, CHI, CHP III, CH Offshore, CH Affiliates, Frogmore and Branford. CUSIP No. 913431-10-2 13D Page 44 of 88 Pages - ------------------------------------------------------------------------------ The sixth paragraph of Section (b) of Item 5 is hereby amended and restated as follows: Each of Messrs. Fournier, Pruellage, Urcis, Chow, Siegal and Lovejoy, Ms. Rosen, the Marc Trust and the Michael Trust has the power to dispose of the Shares directly owned by it, him or her, but have entered into the First Voting Trust Agreement which permits Mr. Castle to vote their Shares. Each of the Labordes has the power to dispose of the Shares directly owned by him or her, but have entered into the Second Voting Trust Agreement which permits Mr. Castle to vote their Shares. Section (c) of Item 5 is hereby amended and restated as follows: (c) The trading, dates, number of Shares purchased or sold and price per share for all transactions in the Common Stock from the 60th day prior to July 3, 2001 until the date of this filing by the Reporting Persons are as follows: None, except for (i) the sales described in Item 4 and (ii) Bell Atlantic purchased 68,400 Shares on June 28, 2001 at a per share purchase price of $28.50. A new Section (e) of Item 5 is hereby added as follows: (e) As a result of the termination of the Voting Agreement, the Co-Investors ceased to be beneficial owners of greater than 5% of the outstanding Shares on July 3, 2001. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ---------------------------------------- A new Section (e) of Item 6 is added as follows: In connection with the Secondary Offering, the Reporting Persons entered into a Purchase Agreement (the "Purchase Agreement") dated as of June 28, 2001 among the Issuer, Universal Compression, Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith, Inc. and each of the other Underwriters named in Schedule A thereto, CHP III, CH Offshore, CH Affiliates, Frogmore, Branford, Bell Atlantic, FUCP, DBCP SBIC, DuPont, Brown, The Marc Trust, The Michael Trust, Leonard M. Harlan, Howard Weiss, Marcel Fournier, Sylvia Rosen, David H. Chow, Jeffrey M. Siegal, William J. Lovejoy, and the Labordes. The Purchase Agreement is attached as Exhibit 7 hereto and incorporated by reference herein in its entirety. As a result of the completion of the Secondary Offering, the Voting Agreement terminated pursuant to the terms of the Voting Agreement and the Co-Investors are no longer required to file a Schedule 13D with respect to the Shares. CUSIP No. 913431-10-2 13D Page 45 of 88 Pages - ------------------------------------------------------------------------------ The last paragraph of Item 6 is hereby amended, in its entirety, as follows: Each of the First Voting Trust Agreement, the Second Voting Trust Agreement, and the Voting Agreement filed as an exhibit to the Initial Statement, is incorporated herein by reference. Item 7. Materials to be Filed as Exhibits. --------------------------------- Item 7 is hereby amended by adding the following paragraph: 7. Purchase Agreement dated as of June 28, 2001 among the Issuer, Universal Compression, Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith, Inc. and each of the other Underwriters named in Schedule A thereto, CHP III, CH Offshore, CH Affiliates, Frogmore, Branford, Bell Atlantic, FUCP, DBCP SBIC, DuPont, Brown, The Marc Trust, The Michael Trust, Leonard M. Harlan, Howard Weiss, Marcel Fournier, Sylvia Rosen, David H. Chow, Jeffrey M. Siegal, William J. Lovejoy, and the Labordes. * * * CUSIP No. 913431-10-2 13D Page 46 of 88 Pages - ------------------------------------------------------------------------------ Signatures After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: July 11, 2001 /s/ John K. Castle ------------------------------------ JOHN K. CASTLE MELLON BANK, N.A., SOLELY IN ITS CAPACITY AS TRUSTEE FOR THE BELL ATLANTIC MASTER TRUST, (AS DIRECTED BY VERIZON INVESTMENT MANAGEMENT CORPORATION), AND NOT IN ITS INDIVIDUAL CAPACITY By: /s/ Carole Bruno ------------------------------- CAROLE BRUNO, AUTHORIZED SIGNATORY FIRST UNION CAPITAL PARTNERS, INC. By: /s/ Tracey M. Chaffin ------------------------------- TRACEY M. CHAFFIN, VICE PRESIDENT AND CHIEF FINANCIAL OFFICER FIRST UNION NATIONAL BANK By: /s/ Tracey M. Chaffin ------------------------------- TRACEY M. CHAFFIN, VICE PRESIDENT FIRST UNION CORPORATION By: /s/ Tracey M. Chaffin ------------------------------- TRACEY M. CHAFFIN, VICE PRESIDENT CUSIP No. 913431-10-2 13D Page 47 of 88 Pages - ------------------------------------------------------------------------------ STATE STREET BANK AND TRUST COMPANY, AS TRUSTEE OF DUPONT PENSION TRUST By: /s/ Thomas C. Poppey ------------------------------- THOMAS C. POPPEY, VICE PRESIDENT BROWN UNIVERSITY THIRD CENTURY FUND By: /s/ Christopher Longee ------------------------------- CHRISTOPHER LONGEE, TREASURER CASTLE HARLAN PARTNERS III, L.P., by Castle Harlan, Inc., its investment manager By: /s/ John K. Castle ------------------------------- JOHN K. CASTLE CASTLE HARLAN ASSOCIATES III, L.P., by Castle Harlan Partners III, G.P., Inc., its general partner By: /s/ John K. Castle ------------------------------- JOHN K. CASTLE CASTLE HARLAN PARTNERS III, G.P., INC. By: /s/ John K. Castle ------------------------------- JOHN K. CASTLE /s/ William M. Pruellage ------------------------------------ WILLIAM M. PRUELLAGE /s/ Sylvia Rosen ------------------------------------ SYLVIA ROSEN /s/ Howard Weiss ------------------------------------ HOWARD WEISS /s/ Marcel Fournier ------------------------------------ MARCEL FOURNIER /s/ David Chow ------------------------------------ DAVID CHOW CUSIP No. 913431-10-2 13D Page 48 of 88 Pages - ------------------------------------------------------------------------------ /s/ Jeffrey M. Siegal ------------------------------------ JEFFREY M. SIEGAL /s/ William J. Lovejoy ------------------------------------ WILLIAM J. LOVEJOY /s/ John Peter Laborde ------------------------------------ JOHN PETER LABORDE /s/ Cliffe Floyd Laborde ------------------------------------ CLIFFE FLOYD LABORDE /s/ Gary Lee Laborde ------------------------------------ GARY LEE LABORDE /s/ John Peter Laborde, Jr. ------------------------------------ JOHN PETER LABORDE, JR. /s/ John Tracy Laborde ------------------------------------ JOHN TRACY LABORDE /s/ Mary Adrienne Laborde Parsons ------------------------------------ MARY ADRIENNE LABORDE PARSONS THE MARC A. WEISS 1994 TRUST By: /s/ Eli Feit, Trustee ------------------------------- THE MICHAEL D. WEISS 1994 TRUST By: /s/ Eli Feit, Trustee ------------------------------- CASTLE HARLAN, INC. By: /s/ John K. Castle ------------------------------- JOHN K. CASTLE BRANFORD CASTLE HOLDINGS, INC. By: /s/ John K. Castle ------------------------------- JOHN K. CASTLE CUSIP No. 913431-10-2 13D Page 49 of 88 Pages - ------------------------------------------------------------------------------ /s/ Leonard M. Harlan ------------------------------------ LEONARD M. HARLAN CASTLE HARLAN OFFSHORE PARTNERS III, L.P., by Castle Harlan, Inc., its investment manager By: /s/ John K. Castle ------------------------------- JOHN K. CASTLE CASTLE HARLAN AFFILIATES III, L.P., by Castle Harlan, Inc., its investment manager By: /s/ John K. Castle ------------------------------- JOHN K. CASTLE FROGMORE FORUM FAMILY FUND, LLC By: /s/ John K. Castle ------------------------------- JOHN K. CASTLE BELL ATLANTIC ASSET MANAGEMENT CO. By: /s/ Ellen J. Roxby ------------------------------- ELLEN J. ROXBY, DIRECTOR, INVESTMENT OPERATIONS CUSIP No. 913431-10-2 13D Page 50 of 88 Pages - ------------------------------------------------------------------------------ DB CAPITAL PARTNERS SBIC, L.P. By: DB Capital Partners, L.L.C., its General Partner By: DB Capital Partners, L.P., its Managing Member By: DB Capital Partners, Inc., its General Partner /s/ Andrew Spring ------------------------------- ANDREW SPRING TAUNUS CORPORATION By: /s/ James T. Byrne, Jr. ------------------------------- JAMES T. BYRNE, JR. DB CAPITAL PARTNERS, INC. By: /s/ Andrew Spring ------------------------------- ANDREW SPRING DB CAPITAL PARTNERS, L.P. By: DB Capital Partners, Inc., its General Partner By: /s/ Andrew Spring ------------------------------- ANDREW SPRING DB CAPITAL PARTNERS, L.L.C. By: DB Capital Partners, L.P. its Managing Member By: DB Capital Partners, Inc., its General Partner By: /s/ Andrew Spring ------------------------------- ANDREW SPRING CUSIP No. 913431-10-2 13D Page 51 of 88 Pages - ------------------------------------------------------------------------------ EXHIBIT INDEX Description of Location of Exhibit Number Document Exhibit 7 Purchase Agreement, dated Page 52 of 88 as of June 28, 2001, among the Issuer, the Underwriters and the Selling Stockholders EX-99 2 srz9070352v1.txt PURCHASE AGREEMENT CUSIP No. 913431-10-2 13D Page 52 of 88 Pages - ------------------------------------------------------------------------------ ======================================================================= UNIVERSAL COMPRESSION HOLDINGS, INC. (a Delaware corporation) 4,000,000 Shares of Common Stock PURCHASE AGREEMENT ------------------ Dated: June 28, 2001 ======================================================================= CUSIP No. 913431-10-2 13D Page 53 of 88 Pages - ------------------------------------------------------------------------------ TABLE OF CONTENTS Page Section 1. Representations and Warranties. . . . . . . . . . . . . . . . . . 2 (a) Representations and Warranties by the Company. .. . . . . . . . . 2 (b) Representations and Warranties by the Selling Stockholders. . . . . . . . . . . . . . . . . . . . . . . . . . . 9 (c) Officer's Certificates. . . . . . . . . . . . . . . . . . . . . .12 Section 2. Sale and Delivery to Underwriters. . . . . . . . . . . . . . . . 12 (a) Initial Securities. . . . . . . . . . . . . . . . . . . . . . . .12 (b) Option Securities. . . . . . . . . . . . . . . . . . . . . . . . 12 (c) Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 (d) Denominations; Registration. . . . . . . . . . . . . . . . . . . 13 Section 3. Covenants of the Company. . . . . . . . . . . . . . . . . . . . .14 (a) Compliance with Securities Regulations and Commission Requests. . . . . . . . . . . . . . . . . . . . . . . 14 (b) Filing of Amendments. . . . . . . . . . . . . . . . . . . . . .. 14 (c) Delivery of Registration Statements. . . . . . . . . . . . . . . 14 (d) Delivery of Prospectus. . . . . . . . . . . . . . . . . . . . . .15 (e) Continued Compliance with Securities Laws. . . . . . . . . . . . 15 (f) Blue Sky Qualifications. . . . . . . . . . . . . . . . . . . . . 15 (g) Rule 158. . . . . . . . . . . . . . . . . . . . . . . . . . . . .16 (h) Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . 16 (i) Listing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 (j) Restriction on Sale of Securities. . . . . . . . . . . . . . . . 16 (k) Reporting Requirements. . . . . . . . . . . . . . . . . . . . . .16 Section 4. Payment of Expenses. . . . . . . . . . . . . . . . . . . . . . . 16 (a) Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . .17 (b) Expenses of the Selling Stockholders. . . . . . . .. . . . . . . 17 (c) Termination of Agreement. . . . . . . . . . . . . . . . . . . . .17 Section 5. Conditions of Underwriters' Obligations. . . . . . . . . . . . . 17 (a) Effectiveness of Registration Statement. . . . . . . . . . . . . 18 (b) Opinion of Counsel for Company. . . . . . . . . . . . . . . . . .18 (c) Opinion of Counsel for the Selling Stockholders. . . . . . . . . 18 (d) Opinion of Counsel for Underwriters. . . . . . . . . . . . . . . 18 (e) Officers' Certificate. . . . . . . . . . . . . . . . . . . . . . 19 (f) Certificate of Selling Stockholders. . . . . . . . . . . . . . . 19 (g) Accountant's Comfort Letter. . . . . . . . . . . . . . . . . . . 19 (h) Bring-down Comfort Letter. . . . . . . . . . . . . . . . . . . . 19 (i) Approval of Listing. . . . . . . . . . . . . . . . . . . . . . . 19 (j) No Objection. . . . . . . . . . . . . . . . . . . . . . . . . . .20 (k) Lock-up Agreements. . . . . . . . . . . . . . . . . . . . . . . .20 (l) Conditions to Purchase of Option Securities. . . . . . . . . . . 20 (m) Additional Documents. . . . . . . . . . . . . . . . . . . . . . .21 (n) Termination of Agreement. . . . . . . . . . . . . . . . . . . . .21 Section 6. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . 21 (a) Indemnification of Underwriters. . . . . . . . . . . . . . . . . 21 i CUSIP No. 913431-10-2 13D Page 54 of 88 Pages - ------------------------------------------------------------------------------ (b) Indemnification of the Company, Directors and Officers and Selling Stockholders. . . . . . . . . . . . . . . . 22 (c) Actions against Parties; Notification. . . . . . . . . . . . . . 23 Section 7. Contribution. . . . . . . . . . . . . . . . . . . . . . . . . . .23 Section 8. Representations, Warranties and Agreements to Survive Delivery. . . . . . . . . . . . . . . . . . . . . . . . .24 Section 9. Termination of Agreement. . . . . . . . . . . . . . . . . . . . .25 (a) Termination; General. . . . . . . . . . . . . . . . . . . . . . .25 (b) Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 10. Default by One or More of the Underwriters. . . . . . . . . . . 25 Section 11. Default by One or More of the Selling Stockholders or the Company. . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 12. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . .27 Section 13. Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . .27 Section 14. Governing Law and Time. . . . . . . . . . . . . . . . . . . . . 27 Section 15. Effect of Headings. . . . . . . . . . . . . . . . . . . . . . . 27 ii CUSIP No. 913431-10-2 13D Page 55 of 88 Pages - ------------------------------------------------------------------------------ UNIVERSAL COMPRESSION HOLDINGS, INC. (a Delaware corporation) 4,000,000 Shares of Common Stock (Par Value $.01 Per Share) PURCHASE AGREEMENT MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith, Incorporated Salomon Smith Barney Inc. First Union Securities, Inc. Lehman Brothers Inc. Howard Weil, a division of Legg Mason Wood Walker, Inc. Simmons & Company International. c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith, Incorporated World Financial Center, North Tower New York, New York 10281-1209 Ladies and Gentlemen: UNIVERSAL COMPRESSION HOLDINGS, INC., a Delaware corporation (the "Company"), and the selling stockholders listed on Schedule C hereto (collectively, the "Selling Stockholders") confirm their agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith, Incorporated ("Merrill Lynch") and each of the other Underwriters named in Schedule A hereto (collectively, the "Underwriters", which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Salomon Smith Barney Inc., Howard Weil, a division of Legg Mason Wood Walker, Inc., Lehman Brothers Inc., First Union Securities, Inc. and Simmons & Company International are acting as representatives (in such capacity, the "Representatives"), with respect to the issue and sale by the Company and the sale by the Selling Stockholders and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $.01 per share, of the Company ("Common Stock") set forth in said Schedule A, and with respect to the grant by the Company and the Selling Stockholders to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 600,000 additional shares of Common Stock to cover over-allotments, if any. The aforesaid 4,000,000 shares of Common Stock (the "Initial Securities") to be purchased by the Underwriters and all or any part of the 600,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the "Option Securities") are hereinafter called, collectively, the "Securities". The Company and the Selling Stockholders understand that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deems advisable after this Agreement has been executed and delivered. CUSIP No. 913431-10-2 13D Page 56 of 88 Pages - ------------------------------------------------------------------------------ The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-61774) covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), including the related preliminary prospectus. Promptly after execution and delivery of this Agreement, the Company will either (i) prepare and file a prospectus in accordance with the provisions of Rule 430A ("Rule 430A") of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b). The information included in any such prospectus or in any such Term Sheet, as the case may be, that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434 Information." Each form of prospectus used before such registration statement became effective, and any prospectus that omitted, as applicable, the Rule 430A Information or the Rule 434 Information, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto, schedules thereto, if any, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, at the time it became effective and including the Rule 430A Information and the Rule 434 Information, as applicable, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b) Registration Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. The final prospectus, including documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for use in connection with the offering of the Securities is herein called the "Prospectus". If Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary Prospectus dated June 14, 2001 together with the applicable Term Sheet, and all references in this Agreement to the date of such Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this CUSIP No. 913431-10-2 13D Page 57 of 88 Pages - ------------------------------------------------------------------------------ Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be. Section 1. Representations and Warranties. ------------------------------ (a) Representations and Warranties by the Company. The Company represents and warrants to each Underwriter as of the date hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, and agrees with each Underwriter, as follows: (i) Compliance with Registration Requirements. ----------------------------------------- Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times, the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus, any preliminary prospectus and any supplement thereto or prospectus wrapper prepared in connection therewith, at their respective times of issuance and at the Closing Time, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the Prospectus and such preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of the Securities. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any amendments or supplements thereto were issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or CUSIP No. 913431-10-2 13D Page 58 of 88 Pages - ------------------------------------------------------------------------------ will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through Merrill Lynch expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical in all material respects to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. (ii) Incorporated Documents. ---------------------- The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder (the "1934 Act Regulations"), and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective, at the time the Prospectus was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (iii) Independent Accountants. ----------------------- The accountants who certified the financial statements and supporting schedules included in the Registration Statement are independent public accountants as required by the 1933 Act and the 1933 Act Regulations. CUSIP No. 913431-10-2 13D Page 59 of 88 Pages - ------------------------------------------------------------------------------ (iv) Financial Statements. -------------------- The audited financial statements included in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders' equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved. The selected financial data and the summary financial information included in the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein, have been prepared in all material respects in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate in all material respects to give effect to the transactions and circumstances referred to therein. (v) No Material Adverse Change in Business. ------------------------------------- Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a "Material Adverse Effect"), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. (vi) Good Standing of the Company. ---------------------------- The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations CUSIP No. 913431-10-2 13D Page 60 of 88 Pages - ------------------------------------------------------------------------------ under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (vii) Good Standing of Subsidiaries. ----------------------------- Universal Compression, Inc., a Texas corporation (the "Operating Subsidiary"), is the only "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X). The Operating Subsidiary has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus; each of the other subsidiaries of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus except where such failure would not result in a Material Adverse Effect; each of the Operating Subsidiary and the other subsidiaries of the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, claim or similar encumbrance, other than pledges in connection with the Company's revolving credit facility; none of the outstanding shares of capital stock of the Operating Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Schedule D hereto. None of the subsidiaries listed on Schedule D hereto other than the Operating Subsidiary constitutes a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X. (viii) Capitalization. -------------- The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus in the column entitled "Actual" under the caption "Capitalization" (except for CUSIP No. 913431-10-2 13D Page 61 of 88 Pages - ------------------------------------------------------------------------------ subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the Prospectus, pursuant to the Company's acquisition of KCI, Inc., or pursuant to the exercise of options referred to in the Prospectus). The shares of issued and outstanding capital stock, including the Securities to be purchased by the Underwriters from the Selling Stockholders, have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock, including the Securities to be purchased by the Underwriters from the Selling Stockholders, was issued in violation of the preemptive or other similar rights of any securityholder of the Company. (ix) Authorization of Agreement. -------------------------- This Agreement has been duly authorized, executed and delivered by the Company and the Operating Subsidiary. (x) Authorization and Description of Securities. ------------------------------------------- The Securities to be purchased by the Underwriters have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement, and, when issued and delivered by the Company and delivered by the Selling Stockholders pursuant to this Agreement against payment of the consideration set forth herein will be validly issued, fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. (xi) Absence of Defaults and Conflicts. --------------------------------- Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, "Agreements and Instruments") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement as described in the Prospectus under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" and CUSIP No. 913431-10-2 13D Page 62 of 88 Pages - ------------------------------------------------------------------------------ the issuance and sale of the Securities by the Company and the use of the proceeds to the Company from the sale of the Securities as described in the Prospectus under the caption "Use of Proceeds" and compliance by the Company and the Operating Subsidiary with their respective obligations hereunder have been duly authorized by all necessary corporate action, and, other than with respect to the put right triggered under the indenture governing the 9-7/8% senior discount notes, do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Subsidiary or any other subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in (i) any violation of the provisions of the charter or by-laws of the Company or the Operating Subsidiary, (ii) any violation of the provisions of the charter or by-laws of any subsidiary other than the Operating Subsidiary (except for such violations that would not result in a Material Adverse Effect) or (iii) any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations (except for such violations that would not result in a Material Adverse Effect). As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary. (xii) Absence of Labor Dispute. ------------------------ No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or any subsidiary's principal suppliers, manufacturers, customers or contractors, which, in either case, may reasonably be expected to result in a Material Adverse Effect. (xiii) Absence of Proceedings. ---------------------- There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any subsidiary, which is required to be disclosed in the CUSIP No. 913431-10-2 13D Page 63 of 88 Pages - ------------------------------------------------------------------------------ Registration Statement (other than as disclosed therein), or which might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company or the Operating Subsidiary of its respective obligations hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of their respective property or assets is the subject which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect. (xiv) Accuracy of Exhibits. -------------------- There are no contracts or documents which are required to be described in the Registration Statement, the Prospectus or the documents incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required. (xv) Possession of Intellectual Property. ----------------------------------- The Company and its subsidiaries own or possess or hold under a valid license, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect. (xvi) Absence of Further Requirements. ------------------------------- No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale by the Company of the Securities hereunder or the consummation of the transactions contemplated by this Agreement except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws. CUSIP No. 913431-10-2 13D Page 64 of 88 Pages - ------------------------------------------------------------------------------ (xvii) Possession of Licenses and Permits. ---------------------------------- The Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, "Governmental Licenses") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to possess such Governmental License would not have a Material Adverse Effect; the Company and its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (xviii) Title to Property. ----------------- The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them that are material to the Company's business, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Prospectus; (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; or (c) except for limited revenue obligation bonds on two properties in Texas and Michigan acquired in the acquisition of Weatherford Global Compression Services L.P. and Gas Compression Services Inc.; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease. CUSIP No. 913431-10-2 13D Page 65 of 88 Pages - ------------------------------------------------------------------------------ (xix) Investment Company Act. ---------------------- The Company is not, and upon the issuance and sale of the Securities by the Company as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act"). (xx) Environmental Laws. ------------------ Except as described in the Registration Statement and except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, "Hazardous Materials") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, "Environmental Laws"), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements in all material respects, (C) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries and (D) there are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws. (xxi) Registration Rights. ------------------- Other than (i) that certain Registration Rights Agreement dated as of February 20, 1998 among the Company, Castle Harlan Partners III, L.P. and others, (ii) that certain Registration Agreement dated as of September 15, 2000 entered into by the Company in connection with its acquisition of Gas Compression CUSIP No. 913431-10-2 13D Page 66 of 88 Pages - ------------------------------------------------------------------------------ Services, Inc., (iii) that certain Registration Rights Agreement dated as of February 9, 2001 entered into by the Company in connection with its acquisition of Weatherford Global Compression Services, L.P. and certain related entities and (iv) those certain Registration Rights Agreements to be entered into by the Company in connection with its acquisition of KCI, Inc., there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act. All obligations under such agreements to include any securities of the Company in the Registration Statement have been satisfied or waived. (b) Representations and Warranties by the Selling Stockholders. Each Selling Stockholder severally represents and warrants to each Underwriter as of the date hereof with respect to itself, as of the Closing Time, and, if the Selling Stockholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows: (i) Authorization of Agreements. --------------------------- Such Selling Stockholder has the full right, power and authority to enter into this Agreement and, if applicable, a Power of Attorney and Custody Agreement (the "Power of Attorney and Custody Agreement") and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder hereunder. The execution and delivery of this Agreement and, if applicable, the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder with its obligations hereunder have been duly authorized by such Selling Stockholder and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder or any property or assets of such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder may be bound, or to which any of the property or assets of such Selling Stockholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if CUSIP No. 913431-10-2 13D Page 67 of 88 Pages - ------------------------------------------------------------------------------ applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties. (ii) Good and Marketable Title. ------------------------- Such Selling Stockholder has and will at the Closing Time and, if any Option Securities are purchased, on the Date of Delivery has good and marketable title to the Securities to be sold by such Selling Stockholder hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement; and upon delivery of such Securities and payment of the purchase price therefor as herein contemplated, assuming each such Underwriter has no notice of any adverse claim, each of the Underwriters will receive good and marketable title to the Securities purchased by it from such Selling Stockholder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind. (iii) Due Execution of Power of Attorney and Custody ---------------------------------------------- Agreement. --------- If applicable, such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Representatives, the Power of Attorney and Custody Agreement with John K. Castle and William M. Pruellage as attorneys-in-fact (the "Attorneys-in-Fact") and EquiServe Trust Company, N.A., as custodian (the "Custodian"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(m)(ii) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement to the extent provided in the Power of Attorney and Custody Agreement. (iv) Absence of Manipulation. ----------------------- Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause CUSIP No. 913431-10-2 13D Page 68 of 88 Pages - ------------------------------------------------------------------------------ or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. (v) Absence of Further Requirements. -------------------------------- No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by such Selling Stockholder of its obligations hereunder or in the Power of Attorney and Custody Agreement, or in connection with the sale and delivery of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws. (vi) Restriction on Sale of Securities. --------------------------------- Unless they have executed a lock-up agreement substantially in the form of Exhibit D hereto, each Selling Stockholder agrees that during a period of 90 days from the date of the Prospectus, such Selling Stockholder will not, without the prior written consent of Merrill Lynch, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the Securities to be sold hereunder. (vii) Certificates Suitable for Transfer. ---------------------------------- Certificates for all of the Securities to be sold by such Selling Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement. CUSIP No. 913431-10-2 13D Page 69 of 88 Pages - ------------------------------------------------------------------------------ (viii) Adverse Claims. -------------- Assuming that the Underwriters purchase the Securities to be sold by such Selling Stockholder pursuant to this Agreement at the First Time of Delivery for value and without notice of any "adverse claim" (as defined in Section 8-102(a)(1) of the Uniform Commercial Code as in effect at the First Time of Delivery in the State of New York ("NYUCC")) with respect to such Securities, upon delivery by the Custodian in accordance with Section 2 of this Agreement of the certificates representing the Securities, either registered in the name of the Underwriters or effectively endorsed to the Underwriters in blank, each of the Underwriters will be a "protected purchaser" (as defined in Section 8-303 of the NYUCC) with respect to such Securities being purchased by such Underwriter, and each such Underwriter will acquire the interests of such Selling Stockholder in such Securities (including, without limitation, all rights that such Selling Stockholder had or has the power to transfer in the Shares), free and clear of any "adverse claim" (within the meaning of Section 8-102(a)(1) of the NYUCC). Such Selling Stockholder is not aware of any "adverse claim" (within the meaning of Section 8-102 of the NYUCC) with respect to such Securities. (c) Officer's Certificates. Any certificate signed by any officer of the Company, or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby; and any certificate signed by or on behalf of the Selling Stockholders as such and delivered to the Representatives or to counsel for the Underwriters pursuant to the terms of this Agreement shall be deemed a representation and warranty by such Selling Stockholders to the Underwriters as to the matters covered thereby. Section 2. Sale and Delivery to Underwriters. --------------------------------- (a) Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Stockholders agree to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company and the Selling Stockholders, at the price per share set forth in Schedule B, the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. CUSIP No. 913431-10-2 13D Page 70 of 88 Pages - ------------------------------------------------------------------------------ (b) Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Stockholders hereby grant an option to the Underwriters, severally and not jointly, to purchase, from the Company and the Selling Stockholders in proportion to the number of Initial Securities sold by the Company and the Selling Stockholders as a group (and in the case of the Selling Stockholders, in the proportions set forth on Schedule C hereto), up to an additional 600,000 shares of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in its discretion shall make to eliminate any sales or purchases of fractional shares. (c) Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of King & Spalding, 1100 Louisiana, Houston, Texas, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern standard time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern standard time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives, the Company and the Selling Stockholders, on each Date of Delivery as specified in the notice from the Representatives to the Company. CUSIP No. 913431-10-2 13D Page 71 of 88 Pages - ------------------------------------------------------------------------------ Payment shall be made to the Company and the Selling Stockholders by wire transfer of immediately available funds to a bank account designated by the Company and the Selling Stockholder or the Custodian pursuant to each Selling Stockholder's Power of Attorney and Custody Agreement, as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of the Securities to be purchased by them in book entry form through the facilities of The Depositary Trust Company, New York, New York ("DTC"). It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrill Lynch, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. (d) Denominations; Registration. Certificates for the Initial Securities and the Option Securities, if any, shall be in such denominations as the Representatives may request in writing at least one full business day before the Closing Time or the relevant Date of Delivery, as the case may be. The certificates for the Initial Securities and the Option Securities, if any, shall be registered in the name of Cede & Co. pursuant to an agreement with the DTC and will be made available for examination and packaging by the Representatives in The City of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Time or the relevant Date of Delivery, as the case may be. Section 3. Covenants of the Company. ------------------------ The Company covenants with each Underwriter as follows: (a) Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430A or Rule 434, as applicable, and will notify the Representatives promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 424(b) and will take such steps CUSIP No. 913431-10-2 13D Page 72 of 88 Pages - ------------------------------------------------------------------------------ as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) Filing of Amendments. The Company will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b)), any Term Sheet or any amendment, supplement or revision to the prospectus included in the Registration Statement at the time it became effective or to the Prospectus, will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall object. (c) Delivery of Registration Statements. The Company has furnished or will deliver to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith) and signed copies of all consents and certificates of experts or duplicates thereof, and will also deliver to the Representatives, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. (d) Delivery of Prospectus. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to each Underwriter, without charge, during the period when the Prospectus is required to be delivered under the 1933 Act or the Securities Exchange Act of 1934 (the "1934 Act"), such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. (e) Continued Compliance with Securities Laws. The Company will comply with the 1933 Act and the 1933 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of CUSIP No. 913431-10-2 13D Page 73 of 88 Pages - ------------------------------------------------------------------------------ the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement any Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. (f) Blue Sky Qualifications. The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and any Rule 462(b) Registration Statement. (g) Rule 158. The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act. (h) Use of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Prospectus under "Use of Proceeds". (i) Listing. The Company will use its reasonable best efforts to effect the listing of the Securities on the New York Stock Exchange. CUSIP No. 913431-10-2 13D Page 74 of 88 Pages - ------------------------------------------------------------------------------ (j) Restriction on Sale of Securities. During a period of 90 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrill Lynch, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion or split of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (D) any shares of Common Stock issued in connection with the acquisition of KCI, Inc. or (E) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan. (k) Reporting Requirements. The Company, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the rules and regulations of the Commission thereunder. Section 4. Payment of Expenses. ------------------- (a) Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to be issued and sold by the Company to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the Company's counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith CUSIP No. 913431-10-2 13D Page 75 of 88 Pages - ------------------------------------------------------------------------------ and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Term Sheets and of the Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii) the fees and expenses of any transfer agent or registrar for the Securities and (ix) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by the National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the Securities and (x) the fees and expenses incurred in connection with the listing of the Securities on the New York Stock Exchange. (b) Expenses of the Selling Stockholders. The Company will pay all expenses incident to the performance of each Selling Stockholder's respective obligations under, and the consummation of the transactions contemplated by this Agreement, including the fees and disbursements of each Selling Stockholder's outside counsel. As between the Company and the Selling Stockholders, this Section 4(b) shall not be deemed to modify or supercede any existing written agreement between the Company and any Selling Stockholder other than with regard to the fees and disbursements of each Selling Stockholder's outside counsel which the Company hereby agrees to pay. (c) Termination of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters. Section 5. Conditions of Underwriters' Obligations. --------------------------------------- The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Stockholders contained in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of the Company or on behalf of the Selling Stockholders delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions: (a) Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A prospectus containing the Rule 430A Information shall have been filed with the Commission in accordance with Rule 424(b) (or a post-effective amendment providing CUSIP No. 913431-10-2 13D Page 76 of 88 Pages - ------------------------------------------------------------------------------ such information shall have been filed and declared effective in accordance with the requirements of Rule 430A) or, if the Company has elected to rely upon Rule 434, a Term Sheet shall have been filed with the Commission in accordance with Rule 424(b). (b) Opinion of Counsel for Company. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, from each of Mark L. Carlton, General Counsel of the Company and King & Spalding, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibits A and B hereto and to such further effect as counsel to the Underwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials. (c) Opinion of Counsel for the Selling Stockholders. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Schulte, Roth & Zabel LLP and/or certain other counsels, acting as counsel for the Selling Stockholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit C hereto and to such further effect as counsel to the Underwriters may reasonably request. (d) Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Vinson & Elkins L.L.P., counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (i), (v), (vi), (x) (solely as to the information in the Prospectus under "Description of Capital Stock") and the penultimate paragraph of Exhibit B hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials. (e) Officers' Certificate. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or a Vice President of the CUSIP No. 913431-10-2 13D Page 77 of 88 Pages - ------------------------------------------------------------------------------ Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are contemplated by the Commission. (f) Certificate of Selling Stockholders. At Closing Time, the Representatives shall have received a certificate of such Selling Stockholder or an Attorney-in-Fact on behalf of each Selling Stockholder, dated as of Closing Time, to the effect that (i) the representations and warranties of such Selling Stockholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) such Selling Stockholder has complied in all material respects with all agreements and all conditions on its, his or her part to be performed under this Agreement at or prior to Closing Time. (g) Accountant's Comfort Letter. At the time of the execution of this Agreement, the Representatives shall have received from Deloitte & Touche LLP a letter dated such date, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (h) Bring-down Comfort Letter. At Closing Time, the Representatives shall have received from Deloitte & Touche LLP a letter, dated as of the Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (g) of this Section, except that the specified date referred to shall be a date not more than three business days prior to Closing Time. (i) Approval of Listing. At Closing Time, the Securities shall have been approved for listing on the New York Stock Exchange, subject only to official notice of issuance. (j) No Objection. The NASD shall have confirmed that it has no objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. (k) Lock-up Agreements. At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit D hereto signed by the persons listed on Schedule E hereto. CUSIP No. 913431-10-2 13D Page 78 of 88 Pages - ------------------------------------------------------------------------------ (l) Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Selling Stockholders contained herein and the statements in any certificates furnished by the Company or any subsidiary of the Company and the Selling Stockholders hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received: (i) Officers' Certificate. --------------------- A certificate, dated such Date of Delivery, of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery. (ii) Certificate of Selling Stockholders. ----------------------------------- A certificate, dated such Date of Delivery, of each Selling Stockholder or an Attorney-in-Fact on behalf of such Selling Stockholder confirming that the certificate delivered at Closing Time pursuant to Section 5(f) remains true and correct as of such Date of Delivery. (iii) Opinion of Counsel for Company. ------------------------------ The favorable opinion of each of Mark L. Carlton, General Counsel of the Company and King & Spalding, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the respective opinions required by Section 5(b) hereof. (iv) Opinion of Counsel for Underwriters. ----------------------------------- The favorable opinion of Vinson & Elkins L.L.P., counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof. (v) Opinion of Counsel for the Selling Stockholders. ----------------------------------------------- The favorable opinion of Schulte, Roth & Zabel LLP and/or certain other counsels, acting as counsel for the Selling Stockholders, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof. CUSIP No. 913431-10-2 13D Page 79 of 88 Pages - ------------------------------------------------------------------------------ (vi) Bring-down Comfort Letter. ------------------------- A letter from Deloitte & Touche LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Representatives pursuant to Section 5(g) hereof, except that the "specified date" in the letter furnished pursuant to this paragraph shall be a date not more than five days prior to such Date of Delivery. (m) Additional Documents. At Closing Time and at each Date of Delivery, Vinson & Elkins L.L.P, counsel for the Underwriters, shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company and the Selling Stockholders in connection with the issuance and sale of the Securities as herein contemplated shall be satisfactory in form and substance to the Representatives and such counsel. (n) Termination of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement, or, in the case of any condition to the purchase of Option Securities, on a Date of Delivery which is after the Closing Time, the obligations of the several Underwriters to purchase the relevant Option Securities, may be terminated by the Representatives by notice to the Company at any time at or prior to Closing Time or such Date of Delivery, as the case may be, and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and remain in full force and effect. Section 6. Indemnification. --------------- (a) Indemnification of Underwriters. The Company and the Operating Subsidiary jointly and severally, and each Selling Stockholder severally and not jointly, agree to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or CUSIP No. 913431-10-2 13D Page 80 of 88 Pages - ------------------------------------------------------------------------------ arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by Merrill Lynch), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission to the extent that any such expense is not paid under (i) above; provided, however, that each Selling Stockholder shall be obligated to indemnify and hold harmless any Underwriter, and each person who controls any Underwriter within meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, only to the extent such loss, liability, claim, damage or expense arises out of an untrue statement made in reliance upon and in conformity with written information furnished to the Company or the Underwriters by such Selling Stockholder with respect to such Selling Stockholder expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); provided further, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through Merrill Lynch expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that notwithstanding the foregoing provisions, the aggregate amount of any Selling Stockholder's indemnity and contribution obligations under this Section 6 shall not exceed an amount equal to the net cash proceeds (before deducting expenses) received by such Selling Stockholder from the sale of Common Stock pursuant to this Agreement. (b) Indemnification of the Company, Directors and Officers and Selling Stockholders. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, each Selling Stockholder and each person, if any, who controls the Company or such Selling Stockholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, CUSIP No. 913431-10-2 13D Page 81 of 88 Pages - ------------------------------------------------------------------------------ as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through Merrill Lynch expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). (c) Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by Merrill Lynch, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Section 7. Contribution. ------------ If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall CUSIP No. 913431-10-2 13D Page 82 of 88 Pages - ------------------------------------------------------------------------------ contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by each of the Company, the Selling Stockholders and the Underwriters from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of each of the Company, the Selling Stockholders and the Underwriters in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by each of the Company, the Selling Stockholders and the Underwriters in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and each of the Selling Stockholders and the total underwriting discount received by the Underwriters, in each case as set forth on the cover of the Prospectus, or, if Rule 434 is used, the corresponding location on the Term Sheet, bear to the aggregate public offering price of the Securities as set forth on such cover. The relative fault of each of the Company, the Selling Stockholders and the Underwriters shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company and the Selling Stockholders or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Operating Subsidiary, the Selling Stockholders and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and CUSIP No. 913431-10-2 13D Page 83 of 88 Pages - ------------------------------------------------------------------------------ distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person, if any, who controls a Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company or any Selling Stockholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company or such Selling Stockholder. The Underwriters' respective obligations to contribute pursuant to this Section 7 are several in proportion to the number of Initial Securities set forth opposite their respective names in Schedule A hereto and not joint. The provisions of this Section shall not affect any agreement among the Company and the Selling Stockholders with respect to contribution. Section 8. Representations, Warranties and Agreements to Survive ----------------------------------------------------- Delivery. -------- All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries or any Selling Stockholder submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company or the Selling Stockholders, and shall survive delivery of the Securities to the Underwriters. Section 9. Termination of Agreement. ------------------------ (a) Termination; General. The Representatives may terminate this Agreement, by notice to the Company and the Selling Stockholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States CUSIP No. 913431-10-2 13D Page 84 of 88 Pages - ------------------------------------------------------------------------------ or the international financial markets, in which Merrill Lynch conducts sales of equity securities, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities. (b) Liabilities. If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain in full force and effect. Section 10. Default by One or More of the Underwriters. ------------------------------------------ If one or more of the Underwriters shall fail at Closing Time or a Date of Delivery to purchase the Securities which it or they are obligated to purchase under this Agreement (the "Defaulted Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (a) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase and of the Company to sell the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. CUSIP No. 913431-10-2 13D Page 85 of 88 Pages - ------------------------------------------------------------------------------ No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representatives or the Company and the Selling Stockholders shall have the right to postpone the Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term "Underwriter" includes any person substituted for a Underwriter under this Section 10. Section 11. Default by One or More of the Selling Stockholders or ----------------------------------------------------- the Company. ----------- If a Selling Stockholder shall fail at Closing Time or at a Date of Delivery to sell and deliver the number of Securities which such Selling Stockholder is obligated to sell hereunder, and the remaining Selling Stockholders and the Company do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number to be sold by all Selling Stockholders as set forth in Schedule C hereto, then the Underwriters may, at the option of the Representatives, by notice from the Representatives to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (b) elect to purchase the Securities which the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder as referred to in this Section 11, the Representatives, the Company and the non-defaulting Selling Stockholders shall have the right to postpone Closing Time or Date of Delivery for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectus or in any other documents or arrangements. If the Company shall fail at Closing Time or at the Date of Delivery to sell the number of Securities that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company from liability, if any, in respect of such default. CUSIP No. 913431-10-2 13D Page 86 of 88 Pages - ------------------------------------------------------------------------------ Section 12. Notices. ------- All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representatives at Merrill Lynch, Pierce, Fenner & Smith Incorporated, North Tower, World Financial Center, New York, New York 10281-1201, attention of Equity Capital Markets; notices to the Company shall be directed to it at 4440 Brittmoore Road, Houston, Texas 77041, attention of Mr. Stephen A. Snider, with a copy to Mr. Mark L. Carlton; and notices to the Selling Stockholders shall be directed to them, care of Schulte, Roth & Zabel LLP, 919 Third Avenue, New York, NY 10022, attention of Mr. Andre Weiss. Section 13. Parties. ------- This Agreement shall inure to the benefit of and be binding upon the Underwriters and the Company and the Selling Stockholders and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters and the Company and the Selling Stockholders and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters and the Company and the Selling Stockholders and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase. Section 14. Governing Law and Time. ---------------------- THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. Section 15. Effect of Headings. ------------------ The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. CUSIP No. 913431-10-2 13D Page 87 of 88 Pages - ------------------------------------------------------------------------------ If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Attorney-in-Fact for the Selling Stockholders a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Selling Stockholders in accordance with its terms. Very truly yours, UNIVERSAL COMPRESSION HOLDINGS, INC. By /s/Ernie L. Danner --------------------------- Name: Ernie L. Danner Title: Executive Vice President UNIVERSAL COMPRESSION, INC. solely with respect to its obligations under Sections 6 and 7 hereof By /s/Ernie L. Danner --------------------------- Name: Ernie L. Danner Title: Executive Vice President SELLING STOCKHOLDERS, listed on Schedule C hereto (excluding Bell Atlantic Master Trust) By: /s/William J. Pruellage --------------------------- Name: William J. Pruellage As Attorney-in-Fact MELLON BANK, N.A., solely in its capacity as Trustee for Bell Atlantic Master Trust, (as directed by Verizon Investment Management Corporation), and not in its individual capacity By: /s/Carole Bruno -------------------------- Carole Bruno CUSIP No. 913431-10-2 13D Page 88 of 88 Pages - ------------------------------------------------------------------------------ CONFIRMED AND ACCEPTED, as of the date first above written: MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated Salomon Smith Barney Inc. First Union Securities, Inc. Lehman Brothers Inc. Howard Weil, a division of Legg Mason Wood Walker, Inc. Simmons & Company International As Underwriters By: MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED By /s/David Miller ---------------------------- Name: David Miller Authorized Signatory For itself and as Representatives of the other Underwriters named in Schedule A hereto. -----END PRIVACY-ENHANCED MESSAGE-----