**Exhibit 2.1****AMENDED AND RESTATED****CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT****among****UNIVERSAL COMPRESSION, INC.****UCO COMPRESSION 2005 LLC****UCI LEASING LLC****UCO GP, LLC****UCI GP LP LLC****UCO GENERAL PARTNER, LP****UCI MLP LP LLC****UCLP OPERATING LLC****UCLP LEASING LLC****and****UNIVERSAL COMPRESSION PARTNERS, L.P.****dated as of****JULY 6, 2007**
 

 
**TABLE OF CONTENTS**     ARTICLE I CONTRIBUTIONS, CONVEYANCES, ACKNOWLEDGMENTS AND DISTRIBUTIONS    1.1 Transactions  3 1.2 Transaction Taxes  4 1.3 Proration of 2007 Ad Valorem Taxes  4      ARTICLE II CLOSING    2.1 Closing  4 2.2 Deliveries at the Closing  4      ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS    3.1 Organization and Existence  5 3.2 Authority and Approval  5 3.3 No Conflict  6 3.4 Consents  6 3.5 Laws and Regulations; Litigation  7 3.6 No Adverse Changes  7 3.7 Employee Benefits  7 3.8 Management Projections; Financial and Operational Information  8 3.9 Environmental Matters  8 3.10 Contracts  8 3.11 Compression Equipment  9 3.12 Sufficiency of Assets  9 3.13 Licenses; Permits  9 3.14 Insurance  9 3.15 Delivery of Opinion  10 3.16 Brokerage Arrangements  10 3.17 Investment  10      ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE RECIPIENTS    4.1 Organization and Existence  10 4.2 Authority and Approval  11 4.3 Delivery of Opinion  11 4.4 Brokerage Arrangements  11 4.5 Newly Issued Common Units  11      ARTICLE V CONDITIONS TO CLOSING    5.1 Conditions to Each Party’s Obligation to Effect the Transactions  11 5.2 Conditions to the Obligation of the Recipients  12 5.3 Conditions to the Obligations of the Contributors and UCO 2005  12      ARTICLE VICOVENANTS, ETC.    6.1 Regulatory Filings; Consents  13 6.2 Independent Investigation  13 
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     6.3 Inadvertent Transfers of Excluded Assets  13 6.4 General  14 6.5 Revisions to Schedules A and B  14      ARTICLE VII INDEMNIFICATION    7.1 Indemnification of the Contributors  14 7.2 Indemnification of the Recipients  15 7.3 Demands  15 7.4 Right to Contest and Defend  15 7.5 Cooperation  16 7.6 Right to Participate  16 7.7 Payment of Damages  16 7.8 Limitations on Indemnification  16 7.9 Survival  17 7.10 Sole Remedy  17 7.11 Express Negligence Rule  17      ARTICLE VIII TERMINATION    8.1 Events of Termination  16 8.2 Effect of Termination  16      ARTICLE IX MISCELLANEOUS    9.1 Transfer Restrictions  19 9.2 Registration Rights of MLP LP LLC and its Affiliates  18 9.3 Expenses  20 9.4 Notices  22 9.5 Governing Law  23 9.6 Public Statements  22 9.7 Form of Payment  23 9.8 Entire Agreement; Amendments and Waivers  23 9.9 Binding Effect and Assignment  24 9.10 Severability  24 9.11 Interpretation  24 9.12 Headings and Schedules  24 9.13 Counterparts  24 9.14 Regarding UCO 2005  24 
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**EXHIBITS AND SCHEDULES**   Exhibit A UCO 2005 Bill of SaleExhibit B UCI Leasing Bill of SaleExhibit C UCI Bill of SaleExhibit D MLP Bill of SaleExhibit E UCLP Operating Bill of SaleExhibit F Amendment to Omnibus Agreement   Schedule A UCO 2005 Compression EquipmentSchedule B UCI Leasing Compression EquipmentSchedule 3.3 No ConflictSchedule 3.5 Laws and Regulations; LitigationSchedule 3.6 No Adverse ChangesSchedule 3.10 ContractsSchedule 3.11 Compression EquipmentSchedule 3.14 Insurance
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**AMENDED AND RESTATED****CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT**     This Amended and Restated Contribution, Conveyance and Assumption Agreement (this“Restated Agreement”) is made and entered into as of July 6, 2007 by and among UniversalCompression, Inc., a Texas corporation (“UCI”), UCO Compression 2005 LLC, a Delawarelimited liability company (“UCO 2005”), UCI Leasing LLC, a Delaware limited liabilitycompany (formerly UCI Compressor Holding, L.P.) (“UCI Leasing”), UCO GP, LLC, a Delawarelimited liability company (“GP LLC”), UCI GP LP LLC, a Delaware limited liability company(“LP LLC”), UCO General Partner, LP, a Delaware limited partnership (“GP”), UCI MLPLP LLC, a Delaware limited liability company (“MLP LP LLC”), UCLP Operating LLC, a Delawarelimited liability company (formerly UC Operating Partnership, L.P.) (“UCLP Operating”),UCLP Leasing LLC, a Delaware limited liability company (formerly UCLP Leasing, L.P.) (“UCLPLeasing”), and Universal Compression Partners, L.P., a Delaware limited partnership(“MLP”).     This Restated Agreement amends, restates in its entirety and supersedes that certainContribution, Conveyance and Assumption Agreement (the “Original Agreement”) dated as ofMay 29, 2007 (the “Original Execution Date”) by and among UCI, UCO 2005, UCI LeasingHolding GP LLC, a Delaware limited liability company, UCI Leasing Holding LP LLC, a Delawarelimited liability company, UCI Compressor Holding, L.P., a Delaware limited partnership, GP LLC, LPLLC, GP, MLP LP LLC, UCLP OLP GP LLC, a Delaware limited liability company (“OLP GP”), UCOperating Partnership, L.P., a Delaware limited partnership (“OLP”), UCLP Leasing GP LLC, aDelaware limited liability company, UCLP Leasing, L.P., a Delaware limited partnership, and MLP.RECITALS:     WHEREAS, certain of the parties to the Original Agreement were party to a reorganization (the“Reorganization”) consummated prior to the closing of the transactions contemplated by theOriginal Agreement, and thus such parties no longer exist, have been converted from limitedpartnerships to limited liability companies or have merged with and into limited liabilitycompanies;     WHEREAS, as a result of the Reorganization, it is necessary to amend and restate the OriginalAgreement to properly describe the transactions contemplated by the Original Agreement;     WHEREAS, the parties desire to amend and restate the Original Agreement to reflect certainother revisions thereto; and     WHEREAS, at the Closing (as defined below), each of the following events shall occur:     1. UCO 2005 will sell to UCI certain Compression Equipment set forth on Schedule A(the “UCO 2005 Compression Equipment”) and the compression services agreements relatedthereto (other than the provisions thereof, if any, pursuant to which services other than
 

 
Competitive Services (as defined in that certain Omnibus Agreement (the “OmnibusAgreement”), dated as of October 20, 2006, by and among Universal Compression Holdings, Inc.,a Delaware corporation (“UCH”), UCI, GP LLC, GP, MLP, OLP GP and OLP) are to be provided)(the “UCO 2005 CSAs”), and in exchange UCI will pay to UCO 2005 an amount equal to the fairmarket value of the UCO 2005 Compression Equipment as of the Closing Date, as agreed to by UCI andUCO 2005 on the Closing Date, all pursuant to and in accordance with that certain Bill of Salebetween UCO 2005 and UCI dated as of the date hereof in the form set forth as **Exhibit A**(the“UCO 2005 Bill of Sale”);     2. UCI Leasing will sell to UCI certain Compression Equipment set forth on Schedule B(the “UCI Leasing Compression Equipment”), and in exchange UCI will execute and deliver anote for an amount equal to the net book value of the UCI Leasing Compression Equipment as of theClosing Date in favor of UCI Leasing, all pursuant to and in accordance with that certain Bill ofSale by and between UCI Leasing and UCI dated as of the date hereof in the form set forth as**Exhibit B**(the “UCI Leasing Bill of Sale”);     3. UCI will transfer the UCO 2005 Compression Equipment and the UCI Leasing CompressionEquipment (together, the “Compression Equipment”), along with the UCO 2005 CSAs and thecompression services agreements related to the UCI Leasing Compression Equipment (other than theprovisions thereof, if any, pursuant to which services other than Competitive Services (as definedin the Omnibus Agreement) are to be provided) (the “UCI CSAs,” and, together with the UCO2005 CSAs, the “CSAs”), to MLP pursuant to and in accordance with that certain Bill of Salebetween UCI and MLP dated as of the date hereof in the form set forth as **Exhibit C**(the “UCIBill of Sale”) (of which Compression Equipment and CSAs (i) an undivided 1.99998% interestshall be deemed transferred to LP LLC, by LP LLC to GP and by GP to MLP, (ii) an undivided 0.00002%interest shall be deemed transferred to GP LLC, by GP LLC to GP and by GP to MLP and (iii) anundivided 98% interest shall be deemed transferred to MLP LP LLC and by MLP LP LLC to MLP) inexchange for (A) MLP’s issuance of 2,014,395 common units (the “New Common Units”)representing limited partner interests in MLP to MLP LP LLC at a price per unit of $34.75, (B)MLP’s issuance of 82,220 general partner units (the “New GP Units”) in MLP in considerationof GP’s continuation of its 2% general partner interest in MLP at a price per general partner unitof $34.75 and (C) MLP’s assumption of $159.6 million of UCI’s indebtedness under UCI’s creditagreement (the “Assumed Debt”);     4. MLP will sell the Compression Equipment and the CSAs to UCLP Operating pursuant to and inaccordance with that certain Bill of Sale between MLP and UCLP Operating dated as of the datehereof in the form set forth as **Exhibit D**(the “MLP Bill of Sale”) in exchange for UCLPOperating’s assumption of the Assumed Debt;     5. UCLP Operating will sell the Compression Equipment to UCLP Leasing pursuant to and inaccordance with that certain Bill of Sale between UCLP Operating and UCLP Leasing dated as of thedate hereof in the form set forth as **Exhibit E**(the “UCLP Operating Bill of Sale”), and inexchange UCLP Leasing will execute and deliver a note for an amount equal to the net book value ofthe Compression Equipment as of the Closing Date in favor of UCLP Operating;
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     6. UCLP Operating will retire and repay the Assumed Debt.     NOW, THEREFORE, in consideration of the mutual undertakings and agreements contained in thisRestated Agreement, the parties hereto agree as follows:ARTICLE I