exv10w1



 





Exhibit 10.1




FIRST AMENDMENT

TO

OMNIBUS AGREEMENT




     This First Amendment to Omnibus Agreement (this “Amendment”) is entered into on, and effective
as of, July 9, 2007, and is by and among Universal Compression Holdings, Inc., a Delaware
corporation (“UCH”), Universal Compression, Inc., a Texas corporation (“UCI”), UCO GP, LLC, a
Delaware limited liability company (“UCO LLC”), UCO General Partner, L.P., a Delaware limited
partnership (the “General Partner”), Universal Compression Partners, L.P., a Delaware limited
partnership (the “Partnership”) and UCLP Operating LLC, a Delaware limited liability company
(formerly UC Operating Partnership, L.P., a Delaware limited partnership) (the “Operating
Company”). The above-named entities are sometimes referred to in this Agreement each as a “Party”
and collectively as the “Parties.”



RECITALS




     A. The Parties, together with UCLP OLP GP LLC, a Delaware limited liability company (“OLP
GP”), entered into that certain Omnibus Agreement dated as of October 20, 2006 (the “Omnibus
Agreement”) (capitalized terms used but not defined herein shall have the meaning given thereto in
the Omnibus Agreement).



     B. As a result of a reorganization that occurred on June 29, 2007 (the “Reorganization”), UC
Operating Partnership, L.P., a Delaware limited partnership (“OLP”), was merged with and into the
Operating Company, and OLP GP was dissolved.



     C. The Parties desire to amend Section 3.2(a) of the Omnibus Agreement to (i) increase
the maximum selling, general and administrative costs that may be allocated to the Partnership to
take into account the contribution of certain compression equipment and compression services
agreements (the “New Assets”) to the Partnership in the transaction (the “Transaction”) set forth
in that certain Amended and Restated Contribution, Conveyance and Assumption Agreement by and among
UCI, the Partnership and the other parties thereto, dated as of July 6, 2007 (the “Contribution
Agreement”), (ii) clarify that the SG&A Limit shall only be reduced by cash selling, general and
administrative costs incurred directly by the Partnership Group during the applicable period and
(iii) reflect the results of the Reorganization.



     D. The Parties desire to amend Section 3.2(b) of the Omnibus Agreement to increase the
maximum Cost of Sales per Average Horsepower that may be allocated to the Partnership Group to take
into account the New Assets.



     E. The Conflicts Committee of the Board of Directors of UCO LLC has approved the form, terms
and substance of this Amendment in accordance with the requirements set forth in Sections
3.2(a) and (b) of the Omnibus Agreement.



     FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledge, the Parties hereby agree as follows:



 









 





     1. Omnibus Agreement Amendment.




     (a) The Omnibus Agreement is hereby amended by replacing Section 3.2(a) in its
entirety with the following:




“Notwithstanding Section 3.1, the amount that the UCH Entities are entitled to receive from
the Partnership Group pursuant to Section 3.1 for selling, general and administrative costs
during any particular quarter commencing with the quarter in which the Transaction is
consummated during the Limit Period shall not exceed $4.75 million (the “SG&A Limit”);
provided, that with respect to the quarter during which the Transaction is consummated, it
means the sum of (i) the product of $2.5 million multiplied by a fraction of which the
numerator is the number of days in such period prior to consummation of the Transaction and
of which the denominator is 91 or 92 as applicable and (ii) the product of $4.75 million
multiplied by a fraction of which the numerator is the number of days in such period on and
after consummation of the Transaction and of which the denominator is 91 or 92 as
applicable. The SG&A Limit shall be reduced by any cash selling, general and administrative
costs incurred directly by the Partnership Group during the applicable period. In the event
that during the Limit Period the Partnership Group makes any additional acquisitions of
assets or businesses or the business of the Partnership Group otherwise expands after
consummation of the Transaction, then the Parties shall negotiate in good faith any
appropriate increase in the SG&A Limit in order to account for any adjustments in the nature
and extent of the selling, general and administrative services provided by the UCH Entities
to the Partnership Group, with any such increase in the SG&A Limit subject to the approval
of the Conflicts Committee.”




     (b) The Omnibus Agreement is hereby amended by replacing Section 3.2(b) in its
entirety with the following:




“Notwithstanding Section 3.1, the amount that the UCH Entities are entitled to receive from
the Partnership Group pursuant to Section 3.1 for Cost of Sales during any particular
quarter during the Limit Period shall not exceed $18.00 times the Average Horsepower of the
Partnership Group during such quarter (the “Cost of Sales Limit”). The Cost of Sales Limit
shall be reduced by any Cost of Sales incurred directly by the Partnership Group during the
applicable period. In the event that during the Limit Period the Partnership Group makes any
additional acquisitions of assets or businesses or the business of the Partnership Group
otherwise expands after the Closing Date, then the Parties shall negotiate in good faith any
appropriate increase in the Cost of Sales Limit in order to account for any adjustments in
the Cost of Sales of the Partnership Group (on a per horsepower basis) as a result of such
acquisition or expansion, with any such increase in the Cost of Sales Limit subject to the
approval of the Conflicts Committee.”




     (c) The Omnibus Agreement is hereby amended by replacing all references to the OLP with
references to the Operating Company, and by deleting all references to OLP GP.



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     2. Acknowledgement. Except as amended hereby, the Omnibus Agreement shall remain in full
force and effect as previously executed, and the Parties hereby ratify the Omnibus Agreement as
amended hereby.



     3. Counterparts. This Amendment may be executed in one or more counterparts, all of which
shall be considered one and the same agreement, and shall become effective when one or more
counterparts have been signed by each of the Parties hereto and delivered (including by facsimile)
to the other Parties.



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     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth
above.



	 	 	 	 	 
	 	 	UNIVERSAL COMPRESSION HOLDINGS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ J. Michael Anderson
	 

	 	 	 	 
	 

	 	Name:
	 	J. Michael Anderson
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 	 	UNIVERSAL COMPRESSION, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ J. Michael Anderson
	 

	 	 	 	 
	 

	 	Name:
	 	J. Michael Anderson
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 	 	UCO GP, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ J. Michael Anderson
	 

	 	 	 	 
	 

	 	Name:
	 	J. Michael Anderson
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 	 	UCO GENERAL PARTNER, LP
	 

	 	By:
	 	UCO GP, LLC, its general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ J. Michael Anderson
	 

	 	 	 	 
	 

	 	Name:
	 	J. Michael Anderson
	 

	 	Title:
	 	Senior Vice President






 









 






	 	 	 	 	 
	 	 	UNIVERSAL COMPRESSION PARTNERS, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	UCO GENERAL PARTNER, LP, its general

partner
	 
	 	 	 	 
	 

	 	By:
	 	UCO GP, LLC, its general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ J. Michael Anderson
	 

	 	 	 	 
	 

	 	Name:
	 	J. Michael Anderson
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 	 	UCLP OPERATING LLC
	 
	 	 	 	 
	 

	 	By:
	 	UNIVERSAL COMPRESSION PARTNERS, L.P., its sole member
	 
	 	 	 	 
	 

	 	By:
	 	UCO GENERAL PARTNER, LP, its general partner
	 
	 	 	 	 
	 

	 	By:
	 	UCO GP, LLC, its general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ J. Michael Anderson
	 

	 	 	 	 
	 

	 	Name:
	 	J. Michael Anderson
	 

	 	Title:
	 	Senior Vice President