CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

Exhibit 10.2

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

AMONG

UNIVERSAL COMPRESSION PARTNERS, L.P.

UC OPERATING PARTNERSHIP, L.P.

UCO GP, LLC

UCO GENERAL PARTNER, LP

UNIVERSAL COMPRESSION, INC.

UCO COMPRESSION 2005 LLC

UCLP LEASING, L.P.

UCI MLP LP LLC

UCI GP LP LLC

UCLP OLP GP LLC

AND

UCLP LEASING GP LLC

TABLE OF CONTENTS

EXHIBITS AND SCHEDULES

Exhibit A — UCO 2005 Bill of Sale
Exhibit B — Leasing LP Bill of Sale
Exhibit C — UCI Bill of Sale
Exhibit D — OLP Bill of Sale
Schedule A — UCI MLP Compression Equipment
Schedule B — UC0 2005 MLP Compression Equipment

CONTRIBUTION, CONVEYANCE
AND ASSUMPTION AGREEMENT

      THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT , dated as of October 20, 2006, is entered into by and among UNIVERSAL COMPRESSION PARTNERS, L.P. , a Delaware limited partnership (“ MLP ”), UC OPERATING PARTNERSHIP, L.P. , a Delaware limited partnership (“ OLP ”), UCO GP, LLC , a Delaware limited liability company (“ GP LLC ”), UCO GENERAL PARTNER, LP , a Delaware limited partnership (“ GP ”), UNIVERSAL COMPRESSION, INC. , a Texas corporation (“ UCI ”), UCO COMPRESSION 2005 LLC , a Delaware limited liability company (“ UCO 2005 ”), UCLP LEASING, L.P. , a Delaware limited partnership (“ Leasing LP ”), UCI MLP LP LLC , a Delaware limited liability company (“ MLP LP LLC ”), UCI GP LP LLC , a Delaware limited liability company (“ LP LLC ”), UCLP OLP GP LLC , a Delaware limited liability company (“ OLP GP ”), UCLP LEASING GP LLC , a Delaware limited liability company (“ Leasing GP ”). The parties to this agreement are collectively referred to herein as the “ Parties .” Capitalized terms used herein shall have the meanings assigned to such terms in 1.1.

RECITALS

     WHEREAS, UCI and GP have formed MLP, pursuant to the Delaware Revised Uniform Limited Partnership Act (the “ Delaware LP Act ”), for the purpose of engaging in any business activity that is approved by GP and that lawfully may be conducted by a limited partnership organized pursuant to the Delaware Act.

     WHEREAS, in order to accomplish the objectives and purposes in the preceding recital, the following actions have been taken prior to the date hereof:

          1. UCI formed GP LLC, under the terms of the Delaware Limited Liability Company Act (the “ Delaware LLC Act ”), and contributed $1,000 in exchange for all of the member interests in GP LLC.

          2. GP LLC and UCI formed GP, under the terms of the Delaware LP Act, to which GP LLC contributed $0.01 and UCI contributed $999.99 in exchange for a 0.001% general partner interest and 99.999% limited partner interest, respectively.

          3. GP and UCI formed MLP, under the terms of the Delaware LP Act, to which GP contributed $20 and UCI contributed $980 in exchange for a 2% general partner interest and 98% limited partner interest (the “ UCI MLP Interest ”), respectively.

          4. UCI formed OLP GP, under the terms of the Delaware LLC Act, and contributed $1,000 in exchange for all of the member interests in OLP GP.

          5. OLP GP and UCI formed OLP, under the terms of the Delaware LP Act, to which OLP GP contributed $0.02 and UCI contributed $1,999.98 in exchange for a 0.001% general partner interest and 99.999% limited partner interest, respectively.

          6. OLP formed Leasing GP, under the terms of the Delaware LLC Act, and contributed $100 in exchange for all of the member interests in Leasing GP.

          7. Leasing GP and OLP formed Leasing LP, under the terms of the Delaware LP Act, to which Leasing GP contributed $0.01 and OLP contributed $999.99 in exchange for a 0.001% general partner interest and 99.999% limited partner interest, respectively.

          8. UCI formed MLP LP LLC, under the terms of the Delaware LLC Act, and contributed $1,000 in exchange for all of the member interests in MLP LP LLC.

          9. UCI formed LP LLC, under the terms of the Delaware LLC Act, and contributed $1,000 in exchange for all of the member interests in LP LLC.

          10. UCI formed UCI Leasing Holding GP LLC, a Delaware limited liability company (“ Holding GP ”), under the terms of the Delaware LLC Act, and contributed $1,000 in exchange for all of the member interests in Holding GP.

          11. UCI formed UCI Leasing Holding LP LLC, a Delaware limited liability company (“ Holding LP ”), under the terms of the Delaware LLC Act, and contributed $1,000 in exchange for all of the member interests in Holding LP.

          12. Holding GP and UCI formed UCI Compressor Holding, L.P., a Delaware limited partnership under the terms of the Delaware LP Act (“ Compressor Holding LP ”), to which Holding GP contributed $0.01 and UCI contributed $999.99 in exchange for a 0.001% general partner interest and 99.999% limited partner interest, respectively.

          13. UCI has conveyed all of its Compression Equipment, other than its Compression Equipment to be conveyed to the MLP set forth on Schedule A (the “ UCI MLP Compression Equipment ”), to Compressor Holding LP as a capital contribution (.001% on behalf of Holdings GP and 99.999% on its own behalf) pursuant to, and in accordance with, that certain Bill of Sale between UCI and Compressor Holding LP dated as of October 20, 2006.

          14. UCI has conveyed all of its limited partner interest in Compressor Holding LP to Holding LP as a capital contribution.

     WHEREAS, concurrently with the consummation of the transactions contemplated hereby, each of the following matters shall occur:

          1. UCI will contribute to OLP the right to receive $44,176,100 as a capital contribution (of which 0.001% of such contribution will be made to OLP on behalf of OLP GP) (the “ Purchase Cash ”).

          2. OLP will contribute to Leasing LP the right to receive the Purchase Cash as a capital contribution (of which 0.001% of such contribution will be made to Leasing LP on behalf of Leasing GP).

          3. UCO 2005 will convey the Compression Equipment set forth on Schedule B hereto (the “ UCO 2005 MLP Compression Equipment ”) and the compression services

5

agreements related thereto (the “ UCO 2005 MLP CSAs ”) to Leasing LP pursuant to, and in accordance with, that certain Bill of Sale between UCO 2005 and Leasing LP dated as of the date hereof in the form set forth as Exhibit A hereto (the “ UCO 2005 Bill of Sale ”) in exchange for a right to receive the Purchase Cash.

          4. Leasing LP will distribute the UCO 2005 MLP CSAs to OLP pursuant to, and in accordance with, that certain Bill of Sale between Leasing LP and OLP dated as of the date hereof in the form set forth as Exhibit B hereto (the “ Leasing LP Bill of Sale ”) as a distribution (of which 0.001% of such distribution shall be made to OLP on behalf of Leasing GP).

          5. UCI will contribute the UCI MLP Compression Equipment, the compression services agreements related thereto (the “ UCI MLP CSAs ”) and the GE Contract to OLP pursuant to, and in accordance with, that certain Bill of Sale between UCI and OLP dated as of the date hereof in the form set forth as Exhibit C hereto (the “ UCI Bill of Sale ”) as a capital contribution to OLP (of which 0.001% of such contribution shall be made to OLP on behalf of OLP GP) and in exchange for OLP’s assumption of $228,400,000 of UCI’s indebtedness under the UCI Credit Agreement (the “ Assumed Debt ”).

          6. OLP will contribute the UCI MLP Compression Equipment to Leasing LP pursuant to, and in accordance with, that certain Bill of Sale between OLP and Leasing LP dated as of the date hereof in the form set forth as Exhibit D hereto (the “ OLP Bill of Sale ”) as a capital contribution to Leasing LP (of which 0.001% of such contribution shall be made to Leasing LP on behalf of Leasing GP).

          7. UCI will convey a limited partner interest in OLP with a value equal to 2% of the equity of MLP immediately after the Closing Date (as defined below) (the “ Interest ”) to GP as a capital contribution (of which 0.001% of such conveyance will be made to GP on behalf of GP LLC).

          8. GP will contribute the Interest to MLP in exchange for (a) a continuation of its 2% general partner interest in MLP and (b) the issuance of the IDRs of the MLP.

          9. UCI will contribute its remaining limited partner interest in OLP and its member interest in OLP GP to MLP in exchange for (a) 825,000 Common Units in MLP (the “ UCI Common Units ”) and (b) 6,325,000 Subordinated Units in MLP (the “ UCI Subordinated Units ”).

          10. MLP will redeem and cancel the UCI MLP Interest in exchange for $980 payable to UCI and MLP shall distribute $20 to the GP.

          11. The public, through the Underwriters, will contribute $132,825,000 in cash, less the net amount of $9,133,625 payable to the Underwriters after taking into account the Underwriters’ discount of $8,633,625 (the “ Spread ”) and the financial advisory fee payable to the Underwriters of $500,000 (the “ Fee ”), in exchange for 6,325,000 Common Units in MLP (the “ Underwritten Units ”).

          12. MLP will (a) pay transaction expenses associated with the transactions contemplated by this Agreement in the amount of approximately $3.0 million (exclusive of the Spread and the Fee) and (b) contribute $120,691,375 in cash to OLP as a capital contribution (of which 0.001% of such contribution will be made to OLP on behalf of OLP GP) (the “ Contributed Cash ”).

          13. OLP will borrow $125.0 million ($123.90 million net of financing fees) from lenders pursuant to the UCOP Credit Agreement (the “ New UCOP Debt ”).

          14. OLP will use the Contributed Cash and the New UCOP Debt to retire and repay the Assumed Debt.

          15. UCI will contribute its limited partner interest in the GP to LP LLC as a capital contribution.

          16. UCI will contribute the UCI Common Units and the UCI Subordinated Units to MLP LP LLC as a capital contribution.

          17. MLP shall redeem from MLP LP LLC 825,000 Common Units in exchange for a payment of $16,198,875 (the “ Redemption Price ”).

          18. The agreements of limited partnership and the limited liability company agreements of the aforementioned entities will be amended and restated to the extent necessary to reflect the applicable matters set forth above and as contained in this Agreement.

     NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the Parties undertake and agree as follows:

ARTICLE I
DEFINITIONS

     1.1 Terms . The following capitalized terms shall have the meanings given below.

          (a) “ Acquisition ” means the consummation of the transactions contemplated by the terms of this Agreement.

          (b) “ Agreement ” means this Contribution, Conveyance and Assumption Agreement.

          (c) “ Closing Date ” has the meaning assigned to such term in the Partnership Agreement.

          (d) “ Common Unit ” has the meaning assigned to such term in the Partnership Agreement.

          (e) “ Compression Equipment ” means natural gas compressor units, together with any tangible components thereof, all related appliances, parts, accessories, appurtenances, accessions, additions, improvements and replacements thereto, all other

equipment or components of any nature from time to time incorporated or installed therein and all substitutions for any of the foregoing.

          (f) “ UCOP Credit Agreement ” means that certain $225.0 million senior secured revolving credit agreement of even date herewith, among OLP, MLP, Wachovia Bank, National Association, Deutsche Bank Trust Company Americas, Fortis, Capital Corp., Wells Fargo Bank, National Association and the other lenders party thereto.

          (g) “Effective Time ” shall mean 12:01 a.m. New York, New York time on October 20, 2006.

          (h) “ GE Contract ” means that certain agreement by and between UCI and Dominion Exploration & Production for the provision of compression services in Sutton County, Texas, utilizing Compression Equipment owned by General Electric Capital.

          (i) “ IDRs ” means “Incentive Distribution Rights” as such term is defined in the Partnership Agreement.

          (j) “ MLP ” has the meaning assigned to such term in the opening paragraph of this Agreement.

          (k) “ Offering ” means the initial public offering by MLP of Common Units.

          (l) “ Omnibus Agreement ” has the meaning assigned to such term in the Partnership Agreement.

          (m) “ Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of Universal Compression Partners, L.P. dated as of October 20, 2006.

          (n) “ Partnership Group ” has the meaning assigned to such term in the Omnibus Agreement.

          (o) “ Registration Statement ” means the registration statement on Form S-1 (Registration No. 333-135351) filed by MLP relating to the Offering.

          (p) “ Subordinated Unit ” has the meaning assigned to such term in the Partnership Agreement.

          (q) “ UCI Credit Agreement ” means that certain $650.0 million senior secured credit agreement, dated as January 14, 2005, among UCI, Universal Compression Holdings, Inc., UC Canadian Partnership Holdings Company, Wachovia Bank, National Association, Congress Financial Corporation (Canada), JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc., The Bank of Nova Scotia and The Royal Bank of Scotland plc and the other lenders signatory thereto.

          (r) “ Underwriters ” means Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Lehman B