10-K405/A 1 h81418a1e10-k405a.txt UNIVERSAL COMPRESSION HOLDINGS, INC. - AMEND.NO.1 1 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- AMENDMENT NO. 1 FORM 10-K/A FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . COMMISSION FILE NOS.: 333-48283 333-48279 UNIVERSAL COMPRESSION HOLDINGS, INC. UNIVERSAL COMPRESSION, INC. (Exact Name of Registrants as Specified in Their Charters) DELAWARE 13-3989167 TEXAS 74-1282680 (States or Other Jurisdictions of (I.R.S. Employer Identification Nos.) Incorporation or Organization) 4440 BRITTMOORE ROAD HOUSTON, TEXAS 77041-8004 (Address of Principal Executive Offices) (Zip Code)
(713) 335-7000 (Registrants' telephone number, including area code) Securities of Universal Compression Holdings, Inc. Registered Pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS: NAME OF EACH EXCHANGE ON WHICH REGISTERED: -------------------- ------------------------------------------ None N/A
Securities of Universal Compression Holdings, Inc. Registered Pursuant to Section 12(g) of the Act:
TITLE OF EACH CLASS: -------------------- None
Securities of Universal Compression, Inc. Registered Pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS: NAME OF EACH EXCHANGE ON WHICH REGISTERED: -------------------- ------------------------------------------ None N/A
Securities of Universal Compression, Inc. Registered Pursuant to Section 12(g) of the Act:
TITLE OF EACH CLASS: -------------------- None
UNIVERSAL COMPRESSION, INC. MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM 10-K WITH THE REDUCED DISCLOSURE FORMAT. Indicate by check mark whether each of the registrants (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of each of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 NOTICE This Form 10-K/A, dated November 3, 2000, amends the Universal Compression Holdings, Inc. ("UCH") and Universal Compression, Inc. ("UCI") Form 10-K for the fiscal year ended March 31, 2000 as filed on May 23, 2000 (the "2000 Form 10-K"). The Exhibit Index on pages E-1 through E-7 was inadvertently omitted from the electronic filing and is provided in this filing in its entirety and should be read in conjunction with the 2000 Form 10-K for UCH and UCI as previously filed. 2 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to its Report to be signed on its behalf by the undersigned, thereunto duly authorized. UNIVERSAL COMPRESSION HOLDINGS, INC. Date: November 3, 2000 By: /s/ RICHARD W. FITZGERALD --------------------------------------------- Richard W. FitzGerald Senior Vice President and Chief Financial Officer
UNIVERSAL COMPRESSION, INC. Date: November 3, 2000 By: /s/ RICHARD W. FITZGERALD --------------------------------------------- Richard W. FitzGerald Senior Vice President and Chief Financial Officer
3 4 INDEX TO EXHIBITS EXHIBITS OF UNIVERSAL COMPRESSION HOLDINGS, INC. AND UNIVERSAL COMPRESSION, INC.
EXHIBIT NUMBER DESCRIPTION ------- ----------- 3.1 -- Certificate of Incorporation of Universal Compression Holdings, Inc., as amended to date (incorporated by reference to Exhibit 3.1 of Amendment No. 2 dated September 17, 1998 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 (File No. 333-48283)). 3.2 -- Form of Restated Certificate of Incorporation of Universal Compression Holdings, Inc., to be effective in the event of and immediately prior to closing of the proposed offering under Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090), as amended (incorporated by reference to Exhibit 3.2 of Amendment No. 2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 3.3 -- Bylaws of Universal Compression Holdings, Inc. (incorporated by reference to Exhibit 3.2 of Amendment No. 1 dated July 30, 1998 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 (File No. 333-48283)). 3.4 -- Amendment to Bylaws of Universal Compression Holdings, Inc. (incorporated by reference to Exhibit 3.4 of Amendment No. 1 dated May 3, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 3.5 -- Form of Proposed Bylaws of Universal Compression Holdings, Inc., to be effective in the event of and immediately upon closing of the proposed offering under Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090), as amended (incorporated by reference to Exhibit 3.5 of Amendment No. 2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 4.1 -- Specimen common stock certificate of Universal Compression Holdings, Inc. (incorporated by reference to Exhibit 4.1 of Amendment No. 2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 4.2 -- Purchase Agreement, dated as of February 13, 1998, between Universal Compression Holdings, Inc. and BT Alex. Brown Incorporated (incorporated by reference to Exhibit 4.1 of Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)). 4.3 -- Purchase Agreement, dated as of February 13, 1998, between Universal Compression, Inc. and each of BT Alex. Brown and Salomon Smith Barney (incorporated by reference to Exhibit 4.1 to Universal Compression, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48279)). 4.4 -- Specimen of Universal Compression Holdings, Inc.'s 11 3/8% Senior Discount Note due 2009 (incorporated by reference to Exhibit 4.2 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)). 4.5 -- Indenture, dated as of February 20, 1998, between Universal Compression Holdings, Inc. and United States Trust Company of New York, as Trustee, with respect to the 11 3/8% Senior Discount Notes (incorporated by reference to Exhibit 4.3 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)).
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EXHIBIT NUMBER DESCRIPTION ------- ----------- 4.6 -- Indenture, dated as of February 20, 1998, between Universal Compression, Inc. and the United States Trust Company of New York, as Trustee, with respect to the 9 7/8% Senior Discount Notes (incorporated by reference to Exhibit 4.3 to Universal Compression, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48279)). 4.7 -- First Supplemental Indenture, dated May 9, 2000, between Universal Compression, Inc. and United States Trust Company of New York, as Trustee, with respect to the 9 7/8% Senior Discount Notes. (incorporated by reference to Exhibit 4.7 of Amendment No. 2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 4.8 -- Specimen of Universal Compression, Inc.'s 9 7/8% Senior Discount Notes due 2008 (incorporated by reference to Exhibit 4.2 to Universal Compression, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48279)). 4.9 -- Registration Rights Agreement, dated February 20, 1998, between Universal Compression Holdings, Inc. and BT Alex. Brown Incorporated (incorporated by reference to Exhibit 4.4 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)). 4.10 -- Form of Notes under Credit Agreement (incorporated by reference to Exhibit 4.6 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)). 4.11 -- Stock Purchase Plan Buyback Agreement, dated March 26, 1999, among Universal Compression Holdings, Inc. and the persons named therein (incorporated by reference to Exhibit 4.10 of Universal Compression Holdings, Inc.'s Annual Report on Form 10-K for the year ended March 31, 1999). 9.1 -- Voting Trust Agreement, dated February 20, 1998, among Universal Compression Holdings, Inc., John K. Castle, as voting trustee and certain stockholders party thereto (incorporated by reference to Exhibit 9.1 of Amendment No. 2 dated September 17, 1998 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)). 9.2 -- Voting Trust Agreement, dated December 1, 1998, among Universal Compression Holdings, Inc., John K. Castle, as voting trustee and certain other parties thereto (incorporated by reference to Exhibit 9.1 of Universal Compression Holdings, Inc.'s Quarterly Report on Form 10-Q for the period ended December 31, 1998)). 9.3 -- Form of Instruments of Accession to Voting Trust Agreement for each of Richard W. FitzGerald and Valerie L. Banner (incorporated by reference to Exhibit 9.3 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 9.4 -- Voting Agreement, dated February 20, 1998, among Castle Harlan Partners, Universal Compression Holdings, Inc. and certain other parties thereto (incorporated by reference to Exhibit 10.13 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)). 9.5 -- First Amendment to Voting Agreement, dated as of May 19, 2000, among Castle Harlan Partners, Universal Compression Holdings, Inc. and certain other parties thereto (incorporated by reference to Exhibit 9.5 to Amendment No. 2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 9.6 -- Voting Agreement, dated April 28, 2000, between Universal Compression Holdings, Inc. and Energy Spectrum Partners LP (incorporated by reference to Exhibit 9.6 of Amendment No. 2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)).
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EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.1 -- Stock Purchase Agreement, dated December 18, 1997, between TW Acquisition Corporation and Tidewater, Inc. (incorporated by reference to Exhibit 10.1 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)). 10.2 -- Incentive Stock Option Plan (incorporated by reference to Exhibit 10 of Universal Compression Holdings, Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, 1998). 10.3 -- Amendment Number One to Incentive Stock Option Plan, dated April 20, 2000 (incorporated by reference to Exhibit 10.3 of Amendment No. 2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 10.4 -- Amendment Number Two to Incentive Stock Option Plan, dated May 15, 2000 (incorporated by reference to Exhibit 10.4 of Amendment No. 2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 10.5 -- Purchase Price Adjustment Agreement, dated February 20, 1998, among TW Acquisition Corporation, Universal Compression Holdings, Inc., and Tidewater, Inc. (incorporated by reference to Exhibit 10.2 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)). 10.6 -- Employment Agreement, dated February 20, 1998, with Stephen Snider (incorporated by reference to Exhibit 10.4 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)). 10.7 -- Employment Agreement, dated February 20, 1998, with Ernie L. Danner (incorporated by reference to Exhibit 10.5 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)). 10.8 -- Employment Agreement, dated February 20, 1998, with Newton Schnoor (incorporated by reference to Exhibit 10.7 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)). 10.9 -- Executive Employment Agreement, effective April 12, 1999, with Richard FitzGerald (incorporated by reference to Exhibit 10.1 to Universal Compression Holdings, Inc.'s Quarterly Report on Form 10-Q for the period ended December 31, 1999). 10.10 -- Executive Employment Agreement, effective June 1, 1998, with Valerie L. Banner (incorporated by reference to Exhibit 10.2 to Universal Compression Holdings, Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, 1999). 10.11 -- Management Agreement, dated February 20, 1998, among Universal Compression, Inc., Universal Compression Holdings, Inc., and Castle Harlan, Inc. (incorporated by reference to Exhibit 10.9 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)). 10.12 -- Master Transaction Agreement, dated April 5, 2000, among Universal Compression Holdings, Inc., Castle Harlan Partners III, L.P. and Castle Harlan, Inc. (incorporated by reference to Exhibit 10.12 of Amendment No. 2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)).
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EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.13 -- Finders and Consulting Agreement, dated February 20, 1998 (incorporated by reference to Exhibit 10.10 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)). 10.14 -- Finders and Consulting Termination Agreement dated April 5, 2000, between Universal Compression Holdings, Inc. and Samuel Urcis (incorporated by reference to Exhibit 10.14 of Amendment No. 2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 10.15 -- Assignment and Assumption Agreement, dated February 20, 1998, among Universal Compression, Inc., BT Alex. Brown and Salomon Smith Barney (incorporated by reference to Exhibit 10.11 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)). 10.16 -- Co-Investor Subscription Agreement, dated February 20, 1998, among Universal Compression Holdings, Inc. and certain co-investors party thereto (incorporated by reference to Exhibit 10.12 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)). 10.17 -- Registration Rights Agreement, dated February 20, 1998, among Universal Compression Holdings, Inc. and certain stockholders party thereto (incorporated by reference to Exhibit 10.14 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)). 10.18 -- Form of Instruments of Accession to Registration Rights Agreement for each of Richard W. FitzGerald and Valerie L. Banner (incorporated by reference to Exhibit 4.10 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 10.19 -- Instrument of Accession to Registration Rights Agreement, dated April 28, 2000, for Energy Spectrum Partners LP (incorporated by reference to Exhibit 10.19 of Amendment No. 2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 10.20 -- Stockholders Agreement, dated February 20, 1998, among Universal Compression Holdings, Inc. and certain stockholders party thereto (incorporated by reference to Exhibit 10.15 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)). 10.21 -- Form of Instruments of Accession to Stockholders Agreement for each of Richard W. FitzGerald and Valerie L. Banner (incorporated by reference to Exhibit 10.15 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 10.22 -- Instrument of Accession to Stockholders Agreement, as amended, for Energy Spectrum Partners LP (incorporated by reference to Exhibit 10.22 of Amendment No. 2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 10.23 -- Management Subscription Agreement, dated February 20, 1998, among Universal Compression Holdings, Inc. and certain key members of Universal Compression, Inc.'s management (incorporated by reference to Exhibit 10.16 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)). 10.24 -- Management Stock Buyback Agreement among Universal Compression Holdings, Inc. and certain key members of Universal Compression, Inc.'s management (incorporated by reference to Exhibit 10.17 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)).
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EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.25 -- Form of Management Stock Buyback Agreements between Universal Compression Holdings, Inc. and each of Richard W. FitzGerald and Valerie L. Banner (incorporated by reference to Exhibit 10.18 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 10.26 -- Stock Option Agreements between Universal Compression Holdings, Inc. and each of Ernie Danner, Stephen Snider, Samuel Urcis and Newton Schnoor (incorporated by reference to Exhibit 10.18 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)). 10.27 -- Stock Option Agreement, dated April 12, 1999, between Universal Compression Holdings, Inc. and Richard W. FitzGerald (incorporated by reference to Exhibit 10.2 to Universal Compression Holdings, Inc.'s Quarterly Report on Form 10-Q for the period ended December 31, 1999). 10.28 -- Stock Option Agreement between Universal Compression Holdings, Inc. and Valerie L. Banner (incorporated by reference to Exhibit 10.3 to Universal Compression Holdings, Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, 1999). 10.29 -- Form of Stock Option Agreements between Universal Compression Holdings, Inc. and each of Jack B. Hilburn, H. Patrick Jones and Kirk E. Townsend (incorporated by reference to Exhibit 10.24 of Amendment No. 1 dated May 3, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 10.30 -- Form of Stock Option Agreements of Universal Compression Holdings, Inc., effective as of April 20, 2000 (incorporated by reference to Exhibit 10.30 of Amendment No. 2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 10.31 -- Agreement, dated October 27, 1999, among Universal Compression, Inc., Universal Compression Holdings, Inc. and Jack B. Hilburn (incorporated by reference to Exhibit 10.23 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 10.32 -- Agreement, dated October 27, 1999, among Universal Compression Inc., Universal Compression Holdings, Inc. and Kirk E. Townsend (incorporated by reference to Exhibit 10.24 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 10.33 -- Form of Indemnification Agreements for each of Samuel Urcis, Stephen Snider, John K. Castle, Jeffrey Siegal, William M. Pruellage, Newton Schnoor, C. Kent May, Jack Hilburn, Ernie Danner, Thomas Case, Valerie Banner, Duncan Allison, Kirk Townsend, Dana H. Cook, H. Pat Jones and Richard FitzGerald. (incorporated by reference to Exhibit 10.27 of Amendment No. 1 dated May 3, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 10.34 -- Credit Agreement, dated February 20, 1998, among Universal Compression, Inc., Universal Compression Holdings, Inc., Bankers Trust Company, as agent and the lenders party thereto (incorporated by reference to Exhibit 4.5 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)). 10.35 -- Security Agreement, dated February 20, 1998, among Universal Compression, Inc., Universal Compression Holdings, Inc., Bankers Trust Company and the banks party thereto (incorporated by reference to Exhibit 4.7 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)).
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EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.36 -- Pledge Agreement, dated February 20, 1998, among Universal Compression, Inc., Universal Compression Holdings, Inc., Bankers Trust Company and the banks party thereto (incorporated by reference to Exhibit 4.8 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)). 10.37 -- Acknowledgement and Joinder Agreement, dated February 20, 1998, between Universal Compression, Inc. and Bankers Trust Company (incorporated by reference to Exhibit 4.9 of Universal Compression Holdings, Inc.'s Registration Statement on Form S-4 dated March 19, 1998 (File No. 333-48283)). 10.38 -- First Amendment to Credit Agreement, dated November 13, 1998, among Universal Compression Holdings, Inc., Universal Compression, Inc., Bankers Trust Company as agent and the lenders party thereto (incorporated by reference to Exhibit 4.1 of Universal Compression Holdings, Inc.'s Quarterly Report on Form 10-Q for the period ended December 31, 1998). 10.39 -- Second Amendment to Credit Agreement, dated April 14, 2000, among Universal Compression Holdings, Inc., Universal Compression, Inc., Bankers Trust Company as agent and the lenders party thereto (incorporated by reference to Exhibit 10.39 of Amendment No. 2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 10.40 -- Non-Qualified Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-8 dated February 24, 1999 (File No. 333-72859)). 10.41 -- Form of Participation Agreement among Universal Compression, Inc., Universal Compression Holdings, Inc., the Trust, Deutsche Bank AG, New York Branch, and the other certificate holders party thereto, the Administrative Agent, the Collateral Agent and the lenders party thereto (incorporated by reference to Exhibit 10.41 of Amendment No. 2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 10.42 -- Form of Master Equipment Lease Agreement between the Trust and Universal Compression, Inc. (incorporated by reference to Exhibit 10.42 of Amendment No. 2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 10.43 -- Form of Loan Agreement among the Trust, the Administrative Agent, the Collateral Agent and the lenders party thereto (incorporated by reference to Exhibit 10.43 of Amendment No. 2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 10.44 -- Form of Assembly Agency Agreement between the Trust and Universal Compression, Inc. (incorporated by reference to Exhibit 10.44 of Amendment No. 2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 10.45 -- Form of Trust Agreement between the Certificate Holders and the Trust (incorporated by reference to Exhibit 10.45 of Amendment No. 2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090). 10.46 -- Form of Credit Agreement among Universal Compression Holdings, Inc., Universal Compression, Inc., Deutsche Bank Securities, Inc., as lead arranger, Bankers Trust Company, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.46 of Amendment No. 2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)).
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EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.47 -- Form of Security Agreement among Universal Compression Holdings, Inc., Universal Compression, Inc., and certain of its subsidiaries in favor of Bankers Trust Company, as Collateral Agent (incorporated by reference to Exhibit 10.47 of Amendment No. 2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 10.48 -- Form of Pledge Agreement made by Universal Compression Holdings, Inc. and Universal Compression, Inc. in favor of Bankers Trust Company, as Collateral Agent (incorporated by reference to Exhibit 10.48 of Amendment No. 2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 10.49 -- Form of Subsidiaries Guaranty (incorporated by reference to Exhibit 10.49 of Amendment No. 2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 21.1 -- Subsidiaries of Universal Compression Holdings, Inc. (incorporated by reference to Exhibit 21.1 of Amendment No. 2 dated May 22, 2000 to Universal Compression Holdings, Inc.'s Registration Statement on Form S-1 (File No. 333-34090)). 23.1* -- Consent of Deloitte & Touche LLP. 27.1* -- Financial data schedule of Universal Compression Holdings, Inc. (for SEC filing purposes only). 27.2* -- Financial data schedule of Universal Compression, Inc. (for SEC filing purposes only).
--------------- * Filed herewith. E-7