exv10w1



 







Exhibit 10.1




PURCHASE AGREEMENT




December 9, 2005




Universal Compression Holdings, Inc.

4444 Brittmoore Road

Houston, Texas 77041




Ladies and Gentlemen:




     In connection with the transactions contemplated by the Underwriting Agreement (the
“Underwriting Agreement”), dated as of December 8, 2005, among Universal Compression Holdings,
Inc., a Delaware corporation (the “Company”), Weatherford International Ltd., a company
incorporated under the laws of Bermuda, the (“Selling Stockholder”), and J.P. Morgan Securities
Inc. (the “Underwriter”), the Underwriter has agreed to purchase 6,750,000 shares (the “Weatherford
Shares”) of common stock of the Company, par value $0.01 per share (the “Stock”), subject to the
terms and conditions set forth in the Underwriting Agreement. All definitions not otherwise
deferred herein, shall have the meanings given such terms in the Underwriting Agreement. Pursuant
to Section 8(a) of the Underwriting Agreement, it is a condition to the Underwriter’s obligation to
purchase the Shares from the Selling Stockholder that the Company purchase 2,439,024 shares of
Stock (the “Company Shares”) from the Underwriter.



     1. Purchase and Sale. In order to satisfy such condition under the Underwriting Agreement,
the Company hereby agrees to purchase the Company Shares from the Underwriter at a price of $41.00
per share, subject to the purchase by the Underwriter of the Company Shares from the Selling
Stockholder. Payment for the Company Shares shall be made on the Closing Date by wire transfer in
immediately available funds to the account specified to the Company by the Underwriter against
delivery of the Company Shares to the Company. Immediately prior to delivering the Shares to the
Company, the Underwriter will be the record, beneficial and lawful owner of all of the Company
Shares to be sold by the Underwriter and will have valid and marketable title to such Company
Shares, and upon delivery and payment for the Company Shares, the Company will acquire valid and
marketable title to the Company Shares, free and clear of any mortgage, pledge, security interest,
lien, claim or other encumbrance or restriction transferability or any adverse claim.



     2. No Fiduciary Duty. The Company acknowledges and agrees that the Underwriter is acting
solely in the capacity of an arm’s length contractual counterparty to the Company with respect to
the purchase and sale of the Company Shares contemplated hereby and not as a financial advisor or a
fiduciary to, or an agent of, the Company or any other person. Additionally, the Underwriter is
not advising the Company or any other person as to any legal, tax, investment, accounting or
regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own



 









 




independent investigation and appraisal of the transactions contemplated hereby, and the
Underwriter shall have no responsibility or liability to the Company with respect thereto. Any
review by the Underwriter of the Company, the transactions contemplated hereby or other matters
relating to such transactions will be performed solely for the benefit of the Underwriter and shall
not be on behalf of the Company.




     3. Notices. All notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted and confirmed by any standard form of
communication. Notices to the Underwriter shall be given to J.P. Morgan Securities Inc., 277 Park
Avenue, New York, New York 10172 (fax: (212) 622-8358); Attention: Equity Syndicate Desk. Notices
to the Company shall be given to it at 4444 Brittmoore Road, Houston, Texas 77041 (fax: (713)
466-6720); Attention: D. Bradley Childers.



     4. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.



     5. Counterparts. This Agreement may be signed in counterparts (which may include counterparts
delivered by any standard form of telecommunication), each of which shall be an original and all of
which together shall constitute one and the same instrument.



     6. Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any
consent or approval to any departure therefrom, shall in any event be effective unless the same
shall be in writing and signed by the parties hereto.



     7. Headings. The heading herein are included for convenience of reference only and are not
intended to be part of, or to affect the meaning or interpretation of, this Agreement.



     If the foregoing is in accordance with your understanding, please indicate your acceptance of
this Agreement by signing in the space provided below.



	 	 	 	 	 
	 	Very truly yours,





J.P. MORGAN SECURITIES INC.

 	 
	 	By:  	/s/ Yaw Asamoah -Duodu
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



Accepted: December 9, 2005




UNIVERSAL COMPRESSION HOLDINGS, INC.




	 	 	 
	By:

	 	/s/ D.  Bradley Childers
	 

	 	 
	 

	 	Name: D.  Bradley Childers

Title: Senior Vice President and General Counsel