**Exhibit 10.1*****Execution Copy*****COMMON UNIT****PURCHASE AGREEMENT****BY AND AMONG****UNIVERSAL COMPRESSION PARTNERS, L.P.****AND****THE PURCHASERS**
 

 
**Schedules and Exhibits**     Schedule 2.01 — List of Purchasers and Commitment Amounts     Schedule 8.07 — Notice and Contact Information     Exhibit A — Form of Registration Rights Agreement     Exhibit B — Form of Legal Opinion     Exhibit C — Form of Partnership Officer’s Certificate     Exhibit D — Form of Purchaser’s Officer’s Certificate
 

 
**COMMON UNIT PURCHASE AGREEMENT**     COMMON UNIT PURCHASE AGREEMENT, dated as of June 19, 2007 (this “Agreement”), by andamong Universal Compression Partners, L.P., a Delaware limited partnership (the“Partnership”), and each of the Purchasers listed in Schedule 2.01 attached hereto(each referred to herein as a “Purchaser” and collectively, the “Purchasers”).     WHEREAS, on May 29, 2007, the Partnership (and together with UCO GP, LLC (“GP LLC”),UCI GP LP LLC, UCO General Partner, LP (the “General Partner”), UCI MLP LP LLC, UCLP OLP GPLLC, UC Operating Partnership, L.P. (the “Operating Partnership”), UCLP Leasing GP LLC andUCLP Leasing, L.P., the “Buyer Parties”) entered into a Contribution, Conveyance andAssumption Agreement (the “Contribution Agreement”) with Universal Compression, Inc. (“UCI”and together with UCO Compression 2005 LLC (“UCO 2005”), UCI Leasing Holding GP LLC, UCI LeasingHolding LP LLC and UCI Compressor Holding, L.P. (“Compressor Holding”), (the “SellerParties”), pursuant to which UCI, UCO 2005 and Compressor Holding will contribute to thePartnership specified compression equipment and related compression services customer contracts(the “Drop Down”);     WHEREAS, the Partnership desires to fund a portion of the cash consideration for the Drop Downthrough the sale of Common Units in a private placement exempt from the registration requirementsof the Securities Act (as defined herein), and the Purchasers desire to purchase such Common Unitsfrom the Partnership, each in accordance with the provisions of this Agreement;     WHEREAS, it is a condition to the obligations of the Purchasers hereunder that, concurrentlywith the closing of the issuance and sale of Common Units pursuant to this Agreement, thePartnership also close the Drop Down; and     WHEREAS, the Partnership has agreed to provide Purchasers with certain registration rightswith respect to the Purchased Units acquired pursuant to this Agreement.     NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein andfor good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the Partnership and each of the Purchasers, severally and not jointly, hereby agree as follows:**ARTICLE I****DEFINITIONS**     Section 1.01 Definitions. As used in this Agreement, and unless the context requires adifferent meaning, the following terms have the meanings indicated:     “Action” against a Person means any lawsuit, action, proceeding, investigation orcomplaint before any Governmental Authority, mediator or arbitrator.     “Affiliate” means, with respect to a specified Person, any other Person, whether nowin existence or hereafter created, directly or indirectly controlling, controlled by or underdirect or
 

 
indirect common control with such specified Person. For purposes of this definition,“control” (including, with correlative meanings, “controlling,” “controlled by,” and “under commoncontrol with”) means the power to direct or cause the direction of the management and policies ofsuch Person, directly or indirectly, whether through the ownership of voting securities, bycontract or otherwise.     “Agreement” shall have the meaning specified in the introductory paragraph.     “Allocated Purchase Amount” means with respect to each Purchaser, the dollar amountset forth opposite such Purchaser’s name under the heading Allocated Purchase Amount onSchedule 2.01 hereto.     “Basic Documents” means, collectively, this Agreement, the Registration RightsAgreement and the Contribution Agreement and any and all other agreements or instruments executedand delivered by the Parties on even date herewith or at Closing relating to the issuance and saleof the Purchased Units, or any amendments, supplements, continuations or modifications thereto.     “Board of Directors” means the board of directors of the GP LLC.     “Business Day” means any day other than a Saturday, Sunday, or a legal holiday forcommercial banks in Houston, Texas.     “Buyer Parties” shall have the meaning specified in the recitals to this Agreement.     “Closing” shall have the meaning specified in Section 2.02.     “Closing Date” shall have the meaning specified in Section 2.02.     “Commission” means the United States Securities and Exchange Commission.     “Common Units” means the Common Units of the Partnership representing limited partnerinterests therein.     “Contribution Agreement” shall have the meaning specified in the recitals to thisAgreement.     “Credit Facility” means the $225 million senior secured credit agreement dated as ofOctober 20, 2006 by and among the Partnership, the Operating Partnership and a syndicate of lendersand financial institutions named therein as parties thereto, as such credit agreement may bemodified in connection with the Drop Down.     “Delaware LLC Act” means the Delaware Limited Liability Company Act.     “Delaware LP Act” means the Delaware Revised Uniform Limited Partnership Act.     “Drop Down” shall have the meaning specified in the recitals to this Agreement.
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     “Drop Down Material Adverse Effect” means a “Material Adverse Effect,” as defined inthe Contribution Agreement.     “Exchange Act” means the Securities Exchange Act of 1934, as amended from time totime, and the rules and regulations of the Commission promulgated thereunder.     “GAAP” means generally accepted accounting principles in the United States of Americain effect from time to time.     “General Partner” shall have the meaning specified in the recitals to this Agreement.     “Governmental Authority” shall include the country, state, county, city and politicalsubdivisions in which any Person or such Person’s Property is located or which exercises validjurisdiction over any such Person or such Person’s Property, and any court, agency, department,commission, board, bureau or instrumentality of any of them and any monetary authorities thatexercise valid jurisdiction over any such Person or such Person’s Property. Unless otherwisespecified, all references to Governmental Authority herein shall mean a Governmental Authorityhaving jurisdiction over, where applicable, the Partnership, its Subsidiaries or any of theirProperty or any of the Purchasers.     “GP LLC” shall have the meaning specified in the recitals to this Agreement.     “HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, asamended.     “Incentive Distribution Rights” has the meaning specified for such term in thePartnership Agreement.     “Indemnified Party” shall have the meaning specified in Section 7.03.     “Indemnifying Party” shall have the meaning specified in Section 7.03.     “Law” means any federal, state, local or foreign order, writ, injunction, judgment,settlement, award, decree, statute, law, rule or regulation.     “Lien” means any interest in Property securing an obligation owed to, or a claim by, aPerson other than the owner of the Property, whether such interest is based on the common law,statute or contract, and whether such obligation or claim is fixed or contingent, and including butnot limited to the lien or security interest arising from a mortgage, encumbrance, pledge, securityagreement, conditional sale or trust receipt or a lease, consignment or bailment for securitypurposes.     “Lock-Up Date” means 90 days from the Closing Date.     “LTIP” shall have the meaning specified in Section 3.02(c).     “NASDAQ” means The NASDAQ Global Market.
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     “Operating Partnership” shall have the meaning specified in the recitals to thisAgreement.     “Partnership” shall have the meaning specified in the introductory paragraph.     “Partnership Agreement” means the First Amended and Restated Agreement of LimitedPartnership of the Partnership, dated as of October 20, 2006 as it may be further amended from timeto time.     “Partnership Material Adverse Effect” means any material and adverse effect on (i) theassets, liabilities, financial condition, business, operations or affairs of the Partnership andits Subsidiaries, taken as a whole, (ii) the ability of the Partnership and its Subsidiaries, takenas a whole, to carry out their business as of the date of this Agreement or to meet theirobligations under the Basic Documents on a timely basis, or (iii) the ability of the Partnership toconsummate the transactions under any Basic Document. Notwithstanding the foregoing, a“Partnership Material Adverse Effect” shall not include any effect resulting or arising from: (a)any change in general economic conditions in the industries or markets in which the Partnership orits Subsidiaries operate that do not have a disproportionate impact on the Partnership and itsSubsidiaries, taken as a whole; (b) any engagement in hostilities pursuant to a declaration of war,or the occurrence of any military or terrorist attack; or (c) changes in GAAP or other accountingprinciples.     “Partnership Related Parties” shall have the meaning specified in Section7.02.     “Party” or “Parties” means the Partnership and the Purchasers party to thisAgreement, individually or collectively, as the case may be.     “Person” means any individual, corporation, company, voluntary association,partnership, joint venture, trust, limited liability company, unincorporated organization orgovernment or any agency, instrumentality or political subdivision thereof, or any other form ofentity.     “Property” means any interest in any kind of property or asset, whether real, personalor mixed, or tangible or intangible.     “Purchased Units” means the Common Units to be issued and sold to the Purchaserspursuant to this Agreement.     “Purchase Price” shall have the meaning specified in Section 2.01(c).     “Purchaser” and “Purchasers” shall have the meaning specified in theintroductory paragraph.     “Purchaser Material Adverse Effect” means any material and adverse effect on (i) theability of a Purchaser to meet its obligations under the Basic Documents on a timely basis or (ii)the ability of a Purchaser to consummate the transactions under any Basic Document.     “Purchaser Related Parties” shall have the meaning specified in Section 7.01.
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     “Registration Rights Agreement” means the Registration Rights Agreement, substantiallyin the form attached to this Agreement as Exhibit A, to be entered into at the Closing,among the Partnership and the Purchasers.     “Representatives” of any Person means the Affiliates, control persons, officers,directors, employees, agents, counsel, investment bankers and other representatives of such Person.     “SEC Documents” shall have the meaning specified in Section 3.03     “Securities Act” means the Securities Act of 1933, as amended from time to time, andthe rules and regulations of the Commission promulgated thereunder.     “Seller Parties” shall have the meaning specified in the recitals to this Agreement.     “Short Sales” means, without limitation, all “short sales” as defined in Rule 200promulgated under Regulation SHO under the Exchange Act, whether or not against the box, andforward sale contracts, options, puts, calls, short sales, “put equivalent positions” (as definedin Rule 16a-1(h) under the Exchange Act) and similar arrangements, and sales and other transactionsthrough non-U.S. broker dealers or foreign regulated brokers; *provided*, that for the avoidance ofdoubt, the entering into of a total return swap shall not be considered to be a Short Sale.     “Subordinated Units” has the meaning specified for such term in the PartnershipAgreement.     “Subsidiary” means, as to any Person, any corporation or other entity of which atleast a majority of the outstanding equity interest having by the terms thereof ordinary votingpower to elect a majority of the board of directors of such corporation or other entity is at thetime directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries.     “Terminating Breach” shall have the meaning specified in Section 8.12(a).     “Unitholders” means the Unitholders of the Partnership (within the meaning of thePartnership Agreement).     Section 1.02 Accounting Procedures and Interpretation. Unless otherwise specified in thisAgreement, all accounting terms used herein shall be interpreted, all determinations with respectto accounting matters under this Agreement shall be made, and all financial statements andcertificates and reports as to financial matters required to be furnished to the Purchasers underthis Agreement shall be prepared, in accordance with GAAP applied on a consistent basis during theperiods involved (except, in the case of unaudited statements, as permitted by Form 10-Qpromulgated by the Commission) and in compliance as to form in all material respects withapplicable accounting requirements and with the published rules and regulations of the Commissionwith respect thereto.
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**ARTICLE II****SALE AND PURCHASE**     Section 2.01 Sale and Purchase.     (a) Sale and Purchase. Subject to the terms and conditions of this Agreement,at the Closing, the Partnership hereby agrees to issue and sell to each Purchaser, and eachPurchaser hereby agrees, severally and not jointly, to purchase from the Partnership, thenumber of Purchased Units determined pursuant to paragraph (b) below of this Section2.01, and each Purchaser agrees to pay to the Partnership the Purchase Price for eachPurchased Unit. The obligation of each Purchaser under this Agreement is independent of theobligation of each other Purchaser, and the failure or waiver of performance with respect toany Purchaser does not excuse performance by any other Purchaser.     (b) Common Units. The number of Purchased Units to be issued and sold to eachPurchaser shall be equal to the quotient determined by dividing (i) the Allocated PurchaseAmount for such Purchaser by (ii) the Purchase Price (as defined in Section 2.01(c)below), which quotient shall be rounded, if necessary, up or down to the nearest wholenumber.     (c) Consideration. The amount per Common Unit each Purchaser will pay to thePartnership to purchase the Purchased Units shall (the “Purchase Price”) be $34.75;*provided,*if the Closing is after the record date for holders of Common Units entitled toreceive the distribution for the quarter ended June 30, 2007, the Purchase Price shall bereduced by the amount of such distribution.     Section 2.02 Closing. The execution and delivery of the Basic Documents (other than thisAgreement), the delivery of certificates representing the Purchased Units and the execution anddelivery of all other instruments, agreements, and other documents required by this Agreement (the“Closing”) shall take place concurrently with the closing of the Drop Down, subject tosatisfaction or waiver of all of the conditions to each of the respective Parties’ obligations toconsummate the purchase and sale of the Purchased Units hereunder (such date, the “ClosingDate”); *provided,*that the Partnership shall have given the Purchasers three (3) Business Days(or such shorter period as shall be agreeable to the Parties) prior written notice of suchdesignated Closing Date. The Closing shall take place at the offices of Vinson & Elkins LLP, 2500Fannin St., Suite 2500, Houston, Texas 77002.     Section 2.03 Independent Nature of Purchasers’ Obligations and Rights. The respectiveobligations of each Purchaser under this Agreement and the Registration Rights Agreement areseveral and not joint with the obligations of any other Purchaser, and no Purchaser shall beresponsible in any way for the performance of the obligations of any other Purchaser under thisAgreement and the Registration Rights Agreement. The failure or waiver of performance under thisAgreement or the Registration Rights Agreement by any Purchaser, or on its behalf, does not excuseperformance by any other Purchaser. Nothing contained in this Agreement or the Registration RightsAgreement, and no action taken by any Purchaser pursuant thereto, shall bedeemed to constitute the Purchasers as a partnership, an association, a joint venture or anyother kind of entity, or create a presumption that the Purchasers are in any way acting in concertor as a
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group for purposes of Section 13(d) of the Exchange Act with respect to such obligations orthe transactions contemplated by the this Agreement and the Registration Rights Agreement. EachPurchaser shall be entitled to independently protect and enforce its rights, including the rightsarising out of this Agreement and the Registration Rights Agreement, and it shall not be necessaryfor any other Purchaser to be joined as an additional party in any proceeding for such purpose.**ARTICLE III**