exv10w3






Exhibit 10.3




SENIOR SECURED CREDIT AGREEMENT




Dated as of October 20, 2006




Among




UC OPERATING PARTNERSHIP, L.P.,

as Borrower,




UNIVERSAL COMPRESSION PARTNERS, L.P.

as Guarantor,




WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent,




DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Syndication Agent,




FORTIS CAPITAL CORP. AND WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agents




AND




THE LENDERS SIGNATORY HERETO




Arranged by:




WACHOVIA CAPITAL MARKETS, LLC AND DEUTSCHE BANK SECURITIES INC.

as Joint Lead Arrangers and Joint Book Runners




$225,000,000 Senior Secured Credit Facilities




 









 






TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 

	 	ARTICLE I	 	 	 	 
	 

	 	DEFINITIONS AND ACCOUNTING MATTERS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1.01

	 	Terms Defined Above
	 	 	1	 
	Section 1.02

	 	Certain Defined Terms
	 	 	1	 
	Section 1.03

	 	Types of Loans and Borrowings
	 	 	22	 
	Section 1.04

	 	Terms Generally; Rules of Construction
	 	 	22	 
	Section 1.05

	 	Accounting Terms and Determinations; GAAP
	 	 	23	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE II	 	 	 	 
	 

	 	THE CREDITS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 2.01

	 	Commitments
	 	 	23	 
	Section 2.02

	 	Loans and Borrowings
	 	 	23	 
	Section 2.03

	 	Requests for Borrowings
	 	 	25	 
	Section 2.04

	 	Interest Elections
	 	 	26	 
	Section 2.05

	 	Funding of Borrowings
	 	 	27	 
	Section 2.06

	 	Termination, Reduction and Increase of Aggregate Commitments	 	 	28	 
	Section 2.07

	 	Letters of Credit
	 	 	30	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE III	 	 	 	 
	 

	 	PAYMENTS OF PRINCIPAL AND INTEREST; PREPAYMENTS; FEES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 3.01

	 	Repayment of Loans
	 	 	35	 
	Section 3.02

	 	Interest
	 	 	35	 
	Section 3.03

	 	Alternate Rate of Interest
	 	 	36	 
	Section 3.04

	 	Prepayments
	 	 	37	 
	Section 3.05

	 	Fees
	 	 	38	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE IV	 	 	 	 
	 

	 	PAYMENTS; PRO RATA TREATMENT; SHARING OF SET-OFFS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 4.01

	 	Payments Generally; Pro Rata Treatment; Sharing of Set-offs
	 	 	39	 
	Section 4.02

	 	Presumption of Payment by the Borrower
	 	 	40	 
	Section 4.03

	 	Certain Deductions by the Administrative Agent
	 	 	40	 
	Section 4.04

	 	Disposition of Proceeds
	 	 	40	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE V	 	 	 	 
	 

	 	INCREASED COSTS; BREAK FUNDING PAYMENTS; TAXES; ILLEGALITY	 	 	 	 
	 
	 	 	 	 	 	 
	Section 5.01

	 	Increased Costs
	 	 	41	 
	Section 5.02

	 	Break Funding Payments
	 	 	42	 
	Section 5.03

	 	Taxes
	 	 	42	 
	Section 5.04

	 	Mitigation Obligations; Replacement of Lenders
	 	 	44	 
	Section 5.05

	 	Illegality
	 	 	44	 






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	 	 	 	 	Page
	 

	 	ARTICLE VI	 	 	 	 
	 

	 	CONDITIONS PRECEDENT	 	 	 	 
	 
	 	 	 	 	 	 
	Section 6.01

	 	Effective Date
	 	 	45	 
	Section 6.02

	 	Each Credit Event
	 	 	47	 
	Section 6.03

	 	Conditions Precedent to the Term Loans and Commitment Increases
	 	 	48	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VII	 	 	 	 
	 

	 	REPRESENTATIONS AND WARRANTIES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 7.01

	 	Legal Existence
	 	 	49	 
	Section 7.02

	 	Financial Condition
	 	 	49	 
	Section 7.03

	 	Litigation
	 	 	49	 
	Section 7.04

	 	No Breach
	 	 	49	 
	Section 7.05

	 	Authority
	 	 	49	 
	Section 7.06

	 	Approvals
	 	 	50	 
	Section 7.07

	 	Use of Loans and Letters of Credit
	 	 	50	 
	Section 7.08

	 	ERISA
	 	 	50	 
	Section 7.09

	 	Taxes
	 	 	50	 
	Section 7.10

	 	Titles, Etc.
	 	 	51	 
	Section 7.11

	 	No Material Misstatements
	 	 	51	 
	Section 7.12

	 	Investment Company Act
	 	 	51	 
	Section 7.13

	 	Subsidiaries
	 	 	51	 
	Section 7.14

	 	Location of Business and Offices
	 	 	51	 
	Section 7.15

	 	Defaults
	 	 	52	 
	Section 7.16

	 	Environmental Matters
	 	 	52	 
	Section 7.17

	 	Compliance with the Law
	 	 	53	 
	Section 7.18

	 	Insurance
	 	 	53	 
	Section 7.19

	 	Hedging Agreements
	 	 	53	 
	Section 7.20

	 	Restriction on Liens
	 	 	54	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VIII	 	 	 	 
	 

	 	AFFIRMATIVE COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 8.01

	 	Reporting Requirements
	 	 	54	 
	Section 8.02

	 	Litigation
	 	 	56	 
	Section 8.03

	 	Maintenance, Etc.
	 	 	56	 
	Section 8.04

	 	Environmental Matters
	 	 	57	 
	Section 8.05

	 	Further Assurances
	 	 	57	 
	Section 8.06

	 	Performance of Obligations
	 	 	57	 
	Section 8.07

	 	Collateral
	 	 	58	 
	Section 8.08

	 	Notice of an ERISA Event
	 	 	58	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE IX	 	 	 	 
	 

	 	NEGATIVE COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 9.01

	 	Debt
	 	 	59	 
	Section 9.02

	 	Liens
	 	 	60	 
	Section 9.03

	 	Investments
	 	 	61	 
	Section 9.04

	 	Dividends, Distributions and Redemptions
	 	 	62	 






ii 









 







	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 9.05

	 	Nature of Business
	 	 	62	 
	Section 9.06

	 	Mergers, Etc.
	 	 	62	 
	Section 9.07

	 	Proceeds of Notes; Letters of Credit
	 	 	63	 
	Section 9.08

	 	Sale or Discount of Receivables
	 	 	63	 
	Section 9.09

	 	Fiscal Year Change
	 	 	63	 
	Section 9.10

	 	Certain Financial Covenants
	 	 	63	 
	Section 9.11

	 	Sale of Properties
	 	 	63	 
	Section 9.12

	 	Environmental Matters
	 	 	64	 
	Section 9.13

	 	Transactions with Affiliates
	 	 	64	 
	Section 9.14

	 	Subsidiaries
	 	 	64	 
	Section 9.15

	 	Negative Pledge Agreements
	 	 	65	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE X	 	 	 	 
	 

	 	EVENTS OF DEFAULT; REMEDIES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 10.01

	 	Events of Default
	 	 	65	 
	Section 10.02

	 	Remedies
	 	 	67	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE XI	 	 	 	 
	 

	 	THE AGENTS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 11.01

	 	Appointment; Powers
	 	 	68	 
	Section 11.02

	 	Duties and Obligations of Administrative Agent
	 	 	68	 
	Section 11.03

	 	Action by Administrative Agent
	 	 	69	 
	Section 11.04

	 	Reliance by Administrative Agent
	 	 	70	 
	Section 11.05

	 	Subagents
	 	 	70	 
	Section 11.06

	 	Resignation or Removal of Administrative Agent
	 	 	70	 
	Section 11.07

	 	Agents as Lenders
	 	 	71	 
	Section 11.08

	 	No Reliance
	 	 	71	 
	Section 11.09

	 	Administrative Agent May File Proofs of Claim
	 	 	72	 
	Section 11.10

	 	Authority of Administrative Agent to Release Collateral and Liens
	 	 	72	 
	Section 11.11

	 	The Joint Lead Arrangers, the Syndication Agent and the Co- Documentation Agents
	 	 	72	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE XII	 	 	 	 
	 

	 	MISCELLANEOUS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 12.01

	 	Notices
	 	 	73	 
	Section 12.02

	 	Waivers; Amendments
	 	 	73	 
	Section 12.03

	 	Expenses, Indemnity; Damage Waiver
	 	 	74	 
	Section 12.04

	 	Successors and Assigns
	 	 	77	 
	Section 12.05

	 	Survival; Revival; Reinstatement
	 	 	79	 
	Section 12.06

	 	Counterparts; Integration; Effectiveness
	 	 	79	 
	Section 12.07

	 	Severability
	 	 	80	 
	Section 12.08

	 	Right of Setoff
	 	 	80	 
	Section 12.09

	 	Governing Law; Jurisdiction; Consent to Service of Process
	 	 	80	 
	Section 12.10

	 	Headings
	 	 	81	 
	Section 12.11

	 	Confidentiality
	 	 	82	 
	Section 12.12

	 	Interest Rate Limitation
	 	 	83	 
	Section 12.13

	 	Exculpation Provisions
	 	 	84	 






iii 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 12.14

	 	Collateral Matters; Hedging Agreements
	 	 	84	 
	Section 12.15

	 	No Third Party Beneficiaries
	 	 	84	 
	Section 12.16

	 	USA Patriot Act Notice
	 	 	84	 
	Section 12.17

	 	No General Partner’s Liability
	 	 	85	 






iv 









 






EXHIBITS AND SCHEDULES




	 	 	 
	Exhibit A

	 	Form of Note
	Exhibit B

	 	Form of Borrowing Request
	Exhibit C

	 	Form of Interest Election Request
	Exhibit D-1

	 	Form of Effective Date Compliance Certificate
	Exhibit D-2

	 	Form of Ongoing Compliance Certificate
	Exhibit E

	 	Form of Assignment and Assumption
	Exhibit F-1

	 	Security Instruments
	Exhibit F-2

	 	Form of Guaranty Agreement
	Exhibit G-1

	 	Form of Commitment Increase Certificate
	Exhibit G-2

	 	Form of Additional Lender Certificate
	Schedule 6.01(m)

	 	Excepted Property
	Schedule 7.02

	 	Liabilities
	Schedule 7.03

	 	Litigation
	Schedule 7.09

	 	Taxes
	Schedule 7.10

	 	Titles, Etc.
	Schedule 7.13

	 	Subsidiaries
	Schedule 7.19

	 	Hedging Agreements
	Schedule 7.20

	 	Restriction on Liens
	Schedule 8.07

	 	Excluded Collateral
	Schedule 9.01

	 	Debt
	Schedule 9.02

	 	Liens
	Schedule 9.03

	 	Investments, Loans and Advances
	Schedule 9.13

	 	Transactions with Affiliates






v 









 





     THIS SENIOR SECURED CREDIT AGREEMENT dated as of October 20, 2006, is among: UC OPERATING
PARTNERSHIP, L.P., a limited partnership formed under the laws of the State of Delaware (the
“Borrower”); UNIVERSAL COMPRESSION PARTNERS, L.P., a limited partnership formed under the
laws of the State of Delaware (“UCLP”, and in its capacity as guarantor of the Loans, a
“Guarantor”); WACHOVIA BANK, NATIONAL ASSOCIATION, individually and as administrative agent
for the Lenders (herein, together with its successors in such capacity, the “Administrative
Agent”); DEUTSCHE BANK TRUST COMPANY AMERICAS, individually and as syndication agent (herein,
together with its successors in such capacity, the “Syndication Agent”); WACHOVIA CAPITAL
MARKETS, LLC (“Wachovia Securities”) and DEUTSCHE BANK SECURITIES INC. (“DBSI” and
together with Wachovia Securities and their successors in such capacity, the “Joint Lead
Arrangers” and “Joint Book Runners”); FORTIS CAPITAL CORP., (“Fortis”) and
WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo” and together with Fortis and their
successors in such capacity, the “Co-Documentation Agents”); and each of the lenders that
is now or which becomes a party hereto (individually, together with its successors and assigns, a
“Lender” and, collectively, the “Lenders”).



RECITALS




     A. The Borrower has requested that the Lenders provide certain loans to and extensions of
credit on behalf of the Borrower.



     B. The Lenders have agreed to make such loans and extensions of credit subject to the terms
and conditions of this Agreement.



     C. In consideration of the mutual covenants and agreements herein contained and of the loans,
extensions of credit and commitments hereinafter referred to, the parties hereto agree as follows:



ARTICLE I

Definitions and Accounting Matters




     Section 1.01 Terms Defined Above . As used in this Agreement, each term defined
above has the meaning indicated above.



     Section 1.02 Certain Defined Terms . As used in this Agreement, the following terms
have the meanings specified below:



     “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to
the Base Rate.



     “ABS Facility” means an asset backed securitization facility with terms no more
restrictive than those contained in the Holdings ABS Facility, as such documents may be amended,
modified, supplemented, restated, refinanced, or replaced by another non-recourse facility which
facility will be secured by domestic compressor assets and related Property.



-1-









 





     “ABS Subsidiary” means any Subsidiary certified by the Borrower to be involved in or
created in connection with or as a requirement of an ABS Facility.



     “Additional Lender” has the meaning assigned to such term in Section 2.06(c)(i).



     “Additional Lender Certificate” has the meaning assigned to such term in Section
2.06(c)(ii)(F).



     “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.



     “Affected Loans” has the meaning assigned such term in Section 5.05.



     “Affiliate” of any Person means (a) any Person directly or indirectly controlled by,
controlling or under common control with such first Person, (b) any director or officer of such
first Person or of any Person referred to in clause (a) above and (c) if any Person in clause (a)
above is an individual, any member of the immediate family (including parents, spouse and children)
of such individual and any trust whose principal beneficiary is such individual or one or more
members of such immediate family and any Person who is controlled by any such member or trust. For
purposes of this definition, any Person which owns directly or indirectly 10% or more of the
securities having ordinary voting power for the election of directors or other governing body of a
corporation or 10% or more of the partnership or other ownership interests of any other Person
(other than as a limited partner of such other Person) will be deemed to “control” (including, with
its correlative meanings, “controlled by” and “under common control with”) such corporation or
other Person.



     “Agents” means, collectively, the Administrative Agent, the Syndication Agent and the
Co-Documentation Agents; and “Agent” means either the Administrative Agent, the Syndication Agent
or the Co-Documentation Agents, as the context requires.



     “Aggregate Commitments” shall mean, collectively the Aggregate Revolving Commitments
and the Aggregate Term Commitments.



     “Aggregate Revolving Commitments” at any time shall equal the sum of the Revolving
Commitments, as the same may be increased, reduced or terminated pursuant to Section 2.06. The
initial Aggregate Revolving Commitments are $225,000,000.



     “Aggregate Term Commitments” at any time shall equal the sum of the Term Commitments
of all Term Loan Lenders, as the same may be increased pursuant to Section 2.06. The initial
Aggregate Term Commitments are $0.00.



     “Agreement” means this Credit Agreement, as the same may from time to time be amended,
modified, supplemented or restated.



     “Alternate Currency” means such foreign currencies which are readily convertible into
dollars and are acceptable to the Administrative Agent.



-2-









 





     “Applicable Margin” means:



          (a) In respect of the Term Loan Facility, a percentage per annum as set forth in the Term Loan
Assumption Agreement.




          (b) In respect of the Revolving Credit Facility, a percentage per annum determined by
reference to the Total Leverage Ratio as in effect from time to time, as set forth below:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable Margin
	Total Leverage Ratio	 	Eurodollar Loans	 	ABR Loans	 	Commitment Fees
	Greater than 4.75 to 1.0
	 	 	200	 	 	 	100	 	 	 	.375	%
	Less than or equal to 4.75 to
1.0 but greater than 4.25 to 1.0
	 	 	175	 	 	 	75	 	 	 	.375	%
	Less than or equal to 4.25 to
1.0 but greater than 3.75 to 1.0
	 	 	150	 	 	 	50	 	 	 	.30	%
	Less than or equal to 3.75 to
1.0 but greater than 3.25 to 1.0
	 	 	125	 	 	 	25	 	 	 	.25	%
	Less than or equal to 3.25 to 1.0
	 	 	100	 	 	 	0	 	 	 	.20	%






     For purposes of determining the Applicable Margin for the period commencing on the
Effective Date and through December 31, 2006, the Total Leverage Ratio will be deemed to be less
than or equal to 3.75 to 1.0 but greater than 3.25 to 1.0 resulting in the Applicable Margin for
Eurodollar Loans of 125 basis points. Each change in the Applicable Margin resulting from a change
in the Total Leverage Ratio (which shall be calculated quarterly) shall take effect as of the fifth
Business Day following the receipt of the compliance certificate delivered pursuant to Section
8.01(g).



     “Applicable Lending Office” shall mean, for each Lender and for each Type of Loan, the
lending office of such Lender designated for such Type of Loan on the signature pages hereof or
such other offices of such Lender as such Lender may from time to time specify to the
Administrative Agent and the Borrower as the office by which its Loans of such Type are to be made
and maintained.



     “Applicable Percentage” means, with respect to any Revolving Lender, the percentage of
the Aggregate Revolving Commitments represented by such Revolving Lender’s Revolving Commitment as
such percentage is set forth on such documentation on file with the Administrative Agent.



-3-









 





     “Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an assignee (with the consent of any party whose consent is required by Section 12.04),
and accepted by the Administrative Agent, in the form of Exhibit E or any other form
reasonably approved by the Administrative Agent.



     “Availability Period” means the period from and including the Effective Date to but
excluding the Revolving Credit Maturity Date.



     “Bankruptcy Code” means the Bankruptcy Code in Title 11 of the United States Code, as
amended, modified, succeeded or replaced from time to time.



     “Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the
Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day
plus 1/2 of 1%. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such change in the Prime
Rate or the Federal Funds Effective Rate, respectively.



     “Board” means the Board of Governors of the Federal Reserve System of the United
States of America or any successor Governmental Authority.



     “Borrowing” means Loans of the same Type, made, converted or continued on the same
date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.



     “Borrowing Request” means a request by the Borrower for a Borrowing in accordance with
Section 2.03.



     “Business Day” means any day that is not a Saturday, Sunday or other day on which
commercial banks in Charlotte, North Carolina are authorized or required by law to remain closed;
and if such day relates to a Borrowing or continuation of, a payment or prepayment of principal of
or interest on, or a conversion of or into, or the Interest Period for, a Eurodollar Loan or a
notice by the Borrower with respect to any such Borrowing or continuation, payment, prepayment,
conversion or Interest Period, any day which is also a day on which dealings in dollar deposits are
carried out in the London interbank market. With respect to Letters of Credit, “Business Day”
means any day other than a day on which commercial banks are authorized or required to close in the
domicility of the respective Issuing Bank and confirming bank.



     “Capital Lease” means a lease of (or other arrangement conveying the right to use)
real and/or personal Property, or a combination thereof, with respect to which the lessee is
required concurrently to recognize the acquisition of an asset and the incurrence of a Debt in
accordance with GAAP.



     “Capital Lease Obligations” means, as to any Person, all obligations of such Person as
lessee under any Capital Lease, which obligations are required to be classified and accounted for
as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP.



     “Change in Control” means the occurrence of one or more of the following events: (a)
UCLP ceases to own, directly or indirectly, 100% of the Equity Interests in the Borrower; (b)



-4-









 







the adoption of a plan relating to the liquidation or dissolution of the Borrower; (c) the General
Partner ceases to be the sole general partner of UCLP; or (d) Holdings ceases to own, directly or
indirectly, a majority of the legal and beneficial ownership and majority voting control of the
General Partner.



     “Change in Law” means (a) the adoption of any law, rule or regulation after the date
of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this Agreement or (c)
compliance by any Lender or the Issuing Bank (or, for purposes of Section 5.01(b)), by any lending
office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any Governmental
Authority made or issued after the date of this Agreement.



     “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any
successor statute.



     “Collateral” means all Property of the Borrower and the Guarantors which is secured by
a Lien under the Security Instruments.



     “Commitment Fee” has the meaning assigned such term in Section 3.05(a).



     “Commitment Increase Certificate” has the meaning assigned to such term in Section
2.06(c)(ii)(E).



     “Compression Assets” means all or any portion of any Person’s compression services
contracts, compression services customer relationships and compression equipment.



     “Consolidated Net Income” means for any period, the aggregate of the net income (or
loss) of UCLP and its Consolidated Subsidiaries after allowances for taxes for such period,
determined on a consolidated basis in accordance with GAAP; provided that there shall be
excluded from such net income (to the extent otherwise included therein) the following: (a) the
net income of any Person in which UCLP or any Consolidated Subsidiary has an interest (which
interest does not cause the net income of such other Person to be consolidated with the net income
of UCLP and its Consolidated Subsidiaries in accordance with GAAP), except to the extent of the
amount of cash dividends or distributions actually paid in such period by such other Person to UCLP
or to a Consolidated Subsidiary, as the case may be; (b) the net income (but not loss) of any
Consolidated Subsidiary to the extent that the declaration or payment of dividends or similar
distributions or transfers or loans by that Consolidated Subsidiary is not at the time permitted by
operation of the terms of its charter or any agreement, instrument or Governmental Requirement
applicable to such Consolidated Subsidiary, or is otherwise restricted or prohibited in each case
determined in accordance with GAAP; provided that upon the removal of such restriction, the
aggregate net income previously excluded within the last four (4) fiscal quarters shall be added to
the net income for the same quarters; (c) any extraordinary gains or losses, including gains or
losses attributable to Property sales not in the ordinary course of business; (d) the cumulative
effect of a change in accounting principles and any gains or losses attributable to writeups or
write downs of assets; (e) gains, losses or other charges as a result of the early retirement of
Debt; and (f) non-cash gains or losses as a result of foreign currency adjustments.



-5-









 





     “Consolidated Net Tangible Assets” means, with respect to UCLP as of any date, the sum
of the amounts that would appear on a consolidated balance sheet of UCLP and its Consolidated
Subsidiaries as the total assets of such Person and its Consolidated Subsidiaries, determined on a
consolidated basis in accordance with GAAP and after deducting therefrom, to the extent
otherwise included, unamortized debt discount and expenses and other unamortized deferred
charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses,
organization or development expenses and other intangible items.



     “Consolidated Subsidiaries” shall mean each Subsidiary of UCLP (whether now existing
or hereafter created or acquired) the financial statements of which shall be (or should have been)
consolidated with the financial statements of UCLP in accordance with GAAP.



     “Credit Exposure” means at any time for any Lender (a) for the Revolving Credit
Facility, such Revolving Lender’s Revolving Credit Exposure and (b) for the Term Loan Facility,
such Term Loan Lender’s Term Credit Exposure.



     “DB” means Deutsche Bank Trust Company Americas and its successors.



     “Debt” means, for any Person the sum of the following (without duplication): (a) all
obligations of such Person (whether created or assumed) for borrowed money or evidenced by bonds,
debentures, notes or other similar instruments; (b) all obligations of such Person (whether
contingent or otherwise) in respect of bankers’ acceptances, letters of credit, surety or other
bonds and similar instruments; (c) all obligations of such Person to pay the deferred purchase
price of Property or services (other than for borrowed money); (d) all Capital Lease Obligations in
respect of which such Person is liable (whether contingent or otherwise); (e) all Debt (as
described in the other clauses of this definition) and other obligations of others secured by a
Lien on any asset of such Person, whether or not such Debt is assumed by such Person; (f) all Debt
(as described in the other clauses of this definition) and other obligations of others guaranteed
by such Person or in which such Person otherwise assures a creditor against loss of the debtor or
obligations of others; (g) all obligations or undertakings of such Person to maintain or cause to
be maintained the financial position or covenants of others or to purchase the Debt or Property of
others; (h) obligations to deliver goods or services in consideration of payments made more than 60
days in advance of the date such goods and services are due and in excess of the sum of (A)
$15,000,000 outstanding at any time and (B) up to an additional $15,000,000 outstanding at any time
if such amount is approved in writing by the Administrative Agent from time to time; (i)
obligations to pay for goods or services in the form of take-or-pay agreements or similar
arrangements whether or not such goods or services are actually received or utilized by such
Person; (j) any Equity Interests of such Person in which such Person has a mandatory obligation to
redeem such Equity Interests; (k) any Debt (as described in the other clauses of this definition)
of a Special Entity for which such Person is liable either by agreement or because of a
Governmental Requirement; and (l) all net mark-to-market obligations of such Person under Hedging
Agreements.



     “Default” means any event or condition which constitutes an Event of Default or which
upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.



     “Disclosing Parties” shall have the meaning assigned such term in Section 12.11.



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     “dollars” or “$” refers to lawful money of the United States of America.



     “Domestic Subsidiary” shall mean each Restricted Subsidiary of UCLP which is not a
Foreign Subsidiary.



     “EBITDA” means, for any period, the sum of Consolidated Net Income for such period
plus the following consolidated expenses or charges to the extent deducted from Consolidated Net
Income in such period: Total Interest Expense, taxes, depreciation, amortization and non-cash
charges (excluding any Subsidiary EBITDA from the Unrestricted Subsidiaries); provided that
any cash actually paid with respect to such non-cash charges shall be deducted from EBITDA when
paid. EBITDA will be adjusted on a pro forma basis (determined by the Borrower and supported by
information in reasonable detail and approved by the Administrative Agent) for individual
acquisitions and divestitures with purchase prices in excess of $25,000,000, including projected
synergies; provided that EBITDA will be deemed to be $8,900,000 for each of the fiscal
quarters ending December 31, 2005, March 30, 2006, June 30, 2006 and September 30, 2006. EBITDA
attributable to Compression Assets for the fiscal quarter ending December 31, 2006 shall be
determined pro forma as if UCLP and its Restricted Subsidiaries shall have owned the assets the
entire quarter.



     “Effective Date” means the date on which the conditions specified in Section 6.01 are
satisfied (or waived in accordance with Section 12.02).



     “Environmental Laws” means any and all Governmental Requirements pertaining in any way
to health, safety the environment or the preservation or reclamation of natural resources, in
effect in any and all jurisdictions in which the Borrower or any Subsidiary is conducting or at any
time has conducted business, or where any Property of the Borrower or any Subsidiary is located,
including without limitation, the Oil Pollution Act of 1990 (“OPA”), as amended, the Clean
Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of
1980 (“CERCLA”), as amended, the Federal Water Pollution Control Act, as amended, the
Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act
of 1976 (“RCRA”), as amended, the Safe Drinking Water Act, as amended, the Toxic Substances
Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the
Hazardous Materials Transportation Act, as amended, and other environmental conservation or
Governmental Requirements. The term “oil” shall have the meaning specified in OPA, the terms
“hazardous substance” and “release” (or “threatened release”) have the
meanings specified in CERCLA, the terms “solid waste” and “disposal” (or
“disposed”) have the meanings specified in RCRA and the term “oil and gas waste”
shall have the meaning specified in Section 91.1011 of the Texas Natural Resources Code
(“Section 91.1011”); provided, however, that (a) in the event either OPA,
CERCLA, RCRA or Section 91.1011 is amended so as to broaden the meaning of any term defined
thereby, such broader meaning shall apply subsequent to the effective date of such amendment and
(b) to the extent the laws of the state or other jurisdiction in which any Property of the Borrower
or any Subsidiary is located establish a meaning for “oil,” “hazardous substance,”
“release,” “solid waste,” “disposal” or “oil and gas waste” which
is broader than that specified in either OPA, CERCLA, RCRA or Section 91.1011, such broader meaning
shall apply.



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     “Equity Interests” means shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity ownership
interests in a Person, and any warrants, options or other rights entitling the holder thereof to
purchase or acquire any such Equity Interests.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time.



     “ERISA Affiliate” means any trade or business (whether or not incorporated) that,
together with UCLP or any Subsidiary, is treated as a single employer under Section 414(b) or (c)
of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated
as a single employer under Section 414 of the Code.



     “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or
the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day
notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding
deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived;
(c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application
for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by UCLP,
any Subsidiary or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect
to the termination of any Plan; (e) the receipt by UCLP, any Subsidiary or any ERISA Affiliate from
the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; (f) the incurrence by UCLP, any Subsidiary or
any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal
from any Plan or Multiemployer Plan; or (g) the receipt by UCLP, any Subsidiary or any ERISA
Affiliate of any notice, or the receipt by any Multiemployer Plan from UCLP, any Subsidiary or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the
meaning of Title IV of ERISA.



     “Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the LIBO Rate.



     “Event of Default” has the meaning assigned such term in Section 10.01.



     “Excepted Liens” means: (a) Liens for taxes, assessments or other governmental
charges or levies not yet due or which are being contested in good faith by appropriate action and
for which adequate reserves have been maintained; (b) Liens in connection with workmen’s
compensation, unemployment insurance or other social security, old age pension or public liability
obligations not yet due or which are being contested in good faith by appropriate action and for
which adequate reserves have been maintained in accordance with GAAP; (c) operators’, vendors’,
carriers’, warehousemen’s, repairmen’s, mechanics’, workmen’s, materialmen’s, construction or other
like Liens arising by operation of law in the ordinary course of business or statutory landlord’s
liens, each of which is in respect of obligations that have not been outstanding more than 90 days
or which are being contested in good faith by appropriate proceedings and for which adequate
reserves have been maintained in accordance with GAAP;



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(d) any Liens reserved in leases for rent or
royalties and for compliance with the terms of the leases in the case of leasehold estates, to the
extent that any such Lien referred to in this clause does not materially impair the use of the
Property covered by such Lien for the purposes for which such Property is held by UCLP or any
Subsidiary or materially impair the value of such Property subject thereto; (e) encumbrances (other
than to secure the payment of borrowed
money or the deferred purchase price of Property or services), easements, restrictions,
servitudes, permits, conditions, covenants, exceptions or reservations in any rights of way or
other Property of UCLP or any Subsidiary for the purpose of roads, pipelines, transmission lines,
transportation lines, distribution lines for the removal of gas, oil, coal or other minerals or
timber, and other like purposes, or for the joint or common use of real estate, rights of way,
facilities and equipment, and defects, irregularities, zoning restrictions and deficiencies in
title of any rights of way or other Property which in the aggregate do not materially impair the
use of such rights of way or other Property for the purposes of which such rights of way and other
Property are held by UCLP or any Subsidiary or materially impair the value of such Property subject
thereto; (f) deposits of cash or securities to secure the performance of bids, trade contracts,
leases, performance bonds, surety and appeal bonds, statutory obligations and other obligations of
a like nature incurred in the ordinary course of business; (g) Liens permitted by the Security
Instruments; (h) Liens arising out of fully bonded or insured judgments; and (i) Liens for UCLP’s
or any Subsidiary’s title to Property leased under Capital Leases; provided that no
intention to subordinate the first priority Lien granted in favor of the Administrative Agent and
the Lenders is to be hereby implied or expressed by the permitted existence of such Excepted Liens.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor
statute or statutes thereto.



     “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any
Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of
the Borrower or any Guarantor hereunder or under any other Loan Document, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States of America or such other
jurisdiction under the laws of which such recipient is organized or in which its principal office
is located or, in the case of any Lender, in which its Applicable Lending Office is located, (b)
any branch profits taxes imposed by the United States of America or any similar tax imposed by any
other jurisdiction in which the Borrower or any Guarantor is located and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section
5.04(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time
such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is
attributable to such Foreign Lender’s failure to comply with Section 5.03(e), except to the extent
that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a
new lending office (or assignment), to receive additional amounts with respect to such withholding
tax pursuant to Section 5.03(a) or Section 5.03(c).



     “Federal Funds Effective Rate” means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average (rounded upwards, if



-9-









 







necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received
by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.



     “Fee Letter” means that certain letter agreement from Wachovia and DB to the Borrower
dated August 22, 2006, concerning certain fees in connection with this Agreement and any agreements
or instruments executed in connection therewith, as the same may be amended or replaced from time
to time.



     “Financial Officer” means, for any Person, the chief financial officer, vice president
of financial services, senior vice president, principal accounting officer, treasurer or controller
of such Person. Unless otherwise specified, all references herein to a Financial Officer means a
Financial Officer of the Borrower.



     “Financial Statements” means the most recent financial statement or statements of UCLP
referred to in Section 7.02 or delivered annually pursuant to Section 8.01(a)(i).



     “Foreign Credit Facility” shall mean any credit facility of a Foreign Subsidiary that
derives substantially all of its income from jurisdictions other than the United States of America.



     “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction
other than that in which the Borrower is located. For purposes of this definition, the United
States of America, each State thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.



     “Foreign Subsidiary” shall mean each Restricted Subsidiary of UCLP that is
incorporated under the laws of any jurisdiction other than the United States of America, any State
thereof, or any territory thereof.



     “GAAP” means generally accepted accounting principles in the United States of America
as in effect from time to time subject to the terms and conditions set forth in Section 1.05.



     “General Partner” means UCO General Partner, LP, a Delaware limited partnership and
the general partner of UCLP.



     “GP” means UCLP OLP GP LLC, a Delaware limited liability company and the general
partner of the Borrower.



     “Governmental Authority” means the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government over UCLP, any Subsidiary, any of their Properties, any Agent, any Issuing
Bank or any Lender.



     “Governmental Requirement” means any law, statute, code, ordinance, order,
determination, rule, regulation, judgment, decree, injunction, franchise, permit, certificate,
license, authorization or other directive or requirement, whether now or hereinafter in effect,



-10-









 







including, without limitation, Environmental Laws, energy regulations and occupational, safety and
health standards or controls, of any Governmental Authority.



     “Guarantors” means UCLP, the GP and each Significant Domestic Subsidiary that
guarantees the Indebtedness pursuant to Section 8.07.



     “Guaranty Agreement” shall mean that certain Guaranty Agreement in substantially the
form of Exhibit F-2 that may be executed by the Guarantors in favor of the Administrative
Agent as required by Section 8.07(a), as amended, modified or restated from time to time.



     “Hedging Agreement” means any agreement with respect to any swap, forward, future or
derivative transaction or option or similar agreement, whether exchange traded, “over-the-counter”
or otherwise, involving, or settled by reference to, one or more rates, currencies, commodities,
equity or debt instruments or securities, or economic, financial or pricing indices or measures of
economic, financial or pricing risk or value or any similar transaction or any combination of these
transactions; provided that no phantom stock or similar plan providing for payments only on
account of services provided by current or former directors, officers, employees or consultants of
UCLP or the Subsidiaries shall be a Hedging Agreement.



     “Highest Lawful Rate” means, with respect to each Lender, the maximum nonusurious
interest rate, if any, that at any time or from time to time may be contracted for, taken,
reserved, charged or received on the Notes or on other Indebtedness under laws applicable to such
Lender which are presently in effect or, to the extent allowed by law, under such applicable laws
which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than
applicable laws allow as of the date hereof.



     “Holdings” means Universal Compression Holdings, Inc., a Delaware corporation.



     “Holdings ABS Facility” means that certain $225,000,000.00 asset backed securitization
facility evidenced by, among other documents, that certain Indenture dated October 28, 2005 between
UCO Compression 2005 LLC, as Issuer, Wells Fargo Bank, National Association, as Indenture Trustee,
as of the Effective Date.



     “Indebtedness” means any and all amounts owing or to be owing by the Borrower, any
Restricted Subsidiary or any Guarantor (whether direct or indirect (including those acquired by
assumption), absolute or contingent, due or to become due, now existing or hereafter arising): (a)
to the Administrative Agent, any Issuing Bank or any Lender under any Loan Document; (b) to any
Lender or any Affiliate of a Lender under any Hedging Agreement between UCLP or any Restricted
Subsidiary and such Lender or Affiliate of a Lender while such Person (or in the case of its
Affiliate, the Person affiliated therewith) is a Lender hereunder and permitted by the terms of
this Agreement, excluding any Hedging Agreements now or hereafter arising in connection with an ABS
Facility and (c) all renewals, extensions and/or rearrangements of any of the above.



     “Indemnified Taxes” means Taxes other than Excluded Taxes.



     “Indemnity Matters” shall mean any and all actions, suits, proceedings (including any
investigations, litigation or inquiries), claims, demands and causes of action made or threatened
against a Person and, in connection therewith, all losses, liabilities, damages (including, without



-11-









 







limitation, consequential damages) or reasonable costs and expenses of any kind or nature
whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such
Person seeking indemnification.



     “Index Debt” means senior, unsecured, long-term indebtedness for borrowed money of
UCLP or the Borrower that is not guaranteed by any other Person (other than a Guarantor) or subject
to any other credit enhancement.



     “Information Memorandum” means the Confidential Information Memorandum dated August
2006 relating to the Borrower and the Transactions.



     “Interest Coverage Ratio” means the ratio of (a) EBITDA for the applicable Testing
Period to (b) Total Interest Expense for the applicable Testing Period.



     “Interest Election Request” means a request by the Borrower to convert or continue a
Borrowing in accordance with Section 2.04.



     “Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each
March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of
the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a
Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to
the last day of such Interest Period that occurs at intervals of three months’ duration after the
first day of such Interest Period.



     “Interest Period” means with respect to any Eurodollar Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two, three or six months (or, with the consent of each Lender, nine or
twelve months) thereafter, as the Borrower may elect; provided, that (a) if any Interest
Period would end on a day other than a Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next preceding Business Day,
(b) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business
Day of a calendar month (or on a day for which there is no numerically corresponding day in the
last calendar month of such Interest Period) shall end on the last Business Day of the last
calendar month of such Interest Period (c) no Interest Period for a Revolving Borrowing may end
after the Revolving Credit Maturity Date, (d) no Interest Period for a Term Loan Borrowing may end
after the Term Loan Maturity Date, (e) no Interest Period for a Term Loan Borrowing shall be
selected which extends beyond any date upon which an installment of the Term Loan will be due if
such Term Loan Borrowing must be used to make such installment, (f) the first Interest Period
commencing on the Term Loan Funding Date shall be for a period from the Term Loan Funding Date
until the last day of that month and (g) the last Interest Period may be such shorter period as to
end on the Term Loan Maturity Date. For purposes hereof, the date of a Borrowing initially shall
be the date on which such Borrowing is made and thereafter shall be the effective date of the most
recent conversion or continuation of such Borrowing.



     “Investment” means, as applied to any Person, any direct or indirect (a) purchase or
other acquisition by such Person of any Equity Interests, Debt or other securities (including any
option,



-12-









 







warrant or other right to acquire any of the foregoing) of any other Person, (b) loan or
advance made by such Person to any other Person, (c) guarantee, assumption or other incurrence of
liability by such Person of or for any Debt or other obligation of any other Person, (d) creation
of any Debt owed to such Person by any other Person, (e) capital contribution or other investment
by such Person in any other Person or (f) purchase or other acquisition (in one transaction or
a series of transactions) of any assets of any other Person constituting a business unit. The
amount of any Investment shall be the original cost of such Investment plus the cost of all
additions thereto, without any adjustments for increases or decreases in value, or write-ups,
write-downs or write-offs with respect to such Investment or interest earned on such Investment.
“Investment” shall exclude extensions of trade credit by UCLP and the Subsidiaries on
commercially reasonable terms in accordance with normal trade practices of the UCLP or such
Subsidiary, as the case may be.



     “IPO” means the public offering described in the S-1.



     “Issuing Bank” means Wachovia, DB or any other Lender agreed to by the Borrower, the
Administrative Agent and such Lender in its capacity as the issuer of Letters of Credit hereunder,
and its successors in such capacity as provided in Section 2.07(e). The Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing
Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect
to Letters of Credit issued by such Affiliate.



     “LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of
Credit.



     “LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements
that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of
any Revolving Lender at any time shall be its Applicable Percentage of the total LC Exposure at
such time.



     “Lenders” has the meaning assigned such term in the introductory paragraph hereto,
including the Revolving Lenders and the Term Loan Lenders and any Person that shall have become a
party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be
a party hereto pursuant to an Assignment and Assumption, and any Person that shall have become a
party hereto as an Additional Lender pursuant to Section 2.06(c).



     “Letter of Credit” means any one of the letters of credit issued pursuant to this
Agreement and the reimbursement obligations pertaining thereto, and shall include Offshore Currency
Letters of Credit.



     “Letter of Credit Agreements” means all letter of credit applications and other
agreements (including any amendments, modifications or supplements thereto) submitted by the
Borrower, or entered into by the Borrower, with the Issuing Bank relating to any Letter of Credit.



     “LIBO” means the rate of interest determined on the basis of the rate for deposits in
dollars for a period equal to the applicable Interest Period commencing on the first day of such
Interest Period appearing on Bridge Telerate Service (formerly Dow Jones Market Service)



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Page 3750
as of 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable
Interest Period. In the event that such rate does not appear on Bridge Telerate Service (formerly
Dow Jones Market Service) Page 3750, “LIBO” shall be determined by the Administrative Agent to be
the rate per annum at which deposits in dollars are offered by leading
reference banks in the London interbank market to the Administrative Agent at approximately
11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest
Period for a period equal to such Interest Period and in an amount substantially equal to the
amount of the applicable Loan.



     “LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period,
an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the
LIBO for such Interest Period multiplied by (b) the Statutory Reserve Rate.



     “Lien” means any interest in Property securing an obligation owed to, or a claim by, a
Person 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 but
not limited to the lien or security interest arising from a mortgage, encumbrance, pledge, security
agreement, conditional sale or trust receipt or a lease, consignment or bailment for security
purposes. The term “Lien” shall include reservations, exceptions, encroachments,
easements, rights of way, covenants, conditions, restrictions, leases and other title exceptions
and encumbrances affecting Property. For the purposes of this Agreement, UCLP or any Subsidiary
shall be deemed to be the owner of any Property which it has acquired or holds subject to a
conditional sale agreement, or leases under a financing lease or other arrangement pursuant to
which title to the Property has been retained by or vested in some other Person in a transaction
intended to create a financing.



     “Loan Documents” means this Agreement, the Notes, the Letter of Credit Agreements, the
Letters of Credit and the Security Instruments.



     “Loans” means the loans made by the Lenders to the Borrower pursuant to this
Agreement.



     “Majority Lenders” means, at any time while no Loans or LC Exposure is outstanding,
Lenders having at least a majority of the Aggregate Commitments; and at any time while any Loans or
LC Exposure is outstanding, Lenders holding at least a majority of the outstanding aggregate
principal amount of the Loans and participation interests in Letters of Credit (without regard to
any sale by a Lender of a participation in any Loan under Section 12.04).



     “Material Adverse Effect” means any material and adverse effect on (a) the assets,
liabilities, financial condition, business, operations or prospects of UCLP and its Restricted
Subsidiaries taken as a whole as reflected in the Financial Statements after eliminating the
financial condition and results of the Unrestricted Subsidiaries or (b) the ability of UCLP and its
Restricted Subsidiaries taken as a whole to perform their obligations under the Loan Documents on a
timely basis.



-14-









 





     “Material Domestic Subsidiary” means any Domestic Subsidiary that generates EBITDA
exceeding five percent (5%) of the EBITDA of the UCLP Group for the most recent Testing Period.



     “Material Foreign Subsidiary” means any Foreign Subsidiary that generates EBITDA
exceeding five percent (5%) of the EBITDA of the UCLP Group for the most recent Testing Period.



     “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto that is a
nationally recognized rating agency.



     “Multiemployer Plan” means a Plan which is a multiemployer plan as defined in section
3(37) or 4001 (a)(3) of ERISA.



     “Non-Recourse Debt” means Debt of any Subsidiary:



          (a) as to which neither UCLP nor any Restricted Subsidiary (i) provides credit support of any
kind (including any guaranty, undertaking, agreement or instrument that would constitute Debt),
(ii) is directly or indirectly liable as a guarantor or otherwise or (iii) is the lender;




          (b) no default with respect to which (including any rights that the holders thereof may have
to take an enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse
of time or both any holder of Debt of UCLP, the Borrower or any Restricted Subsidiary to declare a
default on such Debt or cause the payment thereof to be accelerated or payable prior to its stated
maturity; and




          (c) as to which the lenders of such Non-Recourse Debt have been notified in writing that they
will not have any recourse to UCLP, the Borrower, any Restricted Subsidiary or any assets of any of
them.




     “Non-Recourse Foreign Debt” means Debt of any Foreign Subsidiary:



          (a) as to which neither UCLP nor any Domestic Subsidiary (i) provides credit support of any
kind (including any guaranty, undertaking, agreement or instrument that would constitute Debt),
(ii) is directly or indirectly liable as a guarantor or otherwise or (iii) is the lender; and




          (b) as to which the lenders of such Non-Recourse Foreign Debt have been notified in writing
that they will not have any recourse to UCLP, the Borrower, any Domestic Subsidiary or any assets
of any of them.




     “Notes” means the promissory notes of the Borrower described in Section 2.02(d) and
being substantially in the form of Exhibit A, together with all amendments, modifications,
replacements, extensions and rearrangements thereof.



     “Offshore Currency” means any lawful currency (other than dollars) that the relevant
Issuing Bank with respect to any Offshore Currency Letter of Credit, in its sole reasonable



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opinion, at any time determines to be (a) freely traded in the offshore interbank foreign exchange
markets, (b) freely transferable and (c) freely convertible into dollars.



     “Offshore Currency Letter of Credit” means any Letter of Credit denominated in an
Offshore Currency.



     “Omnibus Agreement” shall mean that certain Omnibus Agreement dated October 20, 2006
among Holdings, UCI, UCLP and any of its Consolidated Subsidiaries, as amended, modified,
supplemented or restated from time to time and all exhibits and schedules thereto.



     “OPA” shall have the meaning assigned such term in the definition of Environmental
Laws.



     “Organization Documents” means, (a) with respect to any corporation, the certificate
or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents
with respect to any non US jurisdiction); (b) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement; and (c) with respect
to any partnership, joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed in connection with its formation or organization with
the applicable Governmental Authority in the jurisdiction of its formation or organization and, if
applicable, any certificate or articles of formation or organization of such entity.



     “Other Taxes” means any and all present or future stamp or documentary taxes or any
other excise or Property taxes, charges or similar levies arising from any payment made hereunder
or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement and
any other Loan Document.



     “PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.



     “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.



     “Plan” means any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA,
and in respect of which UCLP, any Subsidiary or any ERISA Affiliate is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section
3(5) of ERISA.



     “Post-Default Rate” shall mean, in respect of any principal of any Loan or any other
amount payable by the Borrower under this Agreement or any other Loan Document, a rate per annum
during the period equal to 2% per annum above the LIBO Rate for Loans as in effect from time to
time plus the Applicable Margin (if any), but in no event to exceed the Highest Lawful Rate;
provided however, for Eurodollar Loans, the “Post-Default Rate” for such
principal shall be, for the period commencing on the date of occurrence of an Event of Default and
ending on the earlier to occur of the last day of the Interest Period therefor or the date all
Events of



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Default are cured or waived, 2% per annum above the interest rate for such Loan as
provided in Section 3.02(a), but in no event to exceed the Highest Lawful Rate.



     “Prime Rate” means the rate of interest per annum publicly announced from time to time
by Wachovia as its prime rate in effect at its principal office in Charlotte, North
Carolina; each change in the Prime Rate shall be effective from and including the date such change
is publicly announced as being effective. Such rate is set by the Administrative Agent as a
general reference rate of interest, taking into account such factors as the Administrative Agent may
deem appropriate; it being understood that many of the Administrative Agent’s commercial or other
loans are priced in relation to such rate, that it is not necessarily the lowest or best rate
actually charged to any customer and that the Administrative Agent may make various commercial or
other loans at rates of interest having no relationship to such rate.



     “Property” means any interest in any kind of property or asset, whether real, personal
or mixed, or tangible or intangible, including, without limitation, cash, securities, accounts and
contract rights.



     “Purchase Money Indebtedness” means debt, the proceeds of which are used to finance
the acquisition, construction or improvement of inventory, equipment or other property in the
ordinary course of business.



     “RCRA” has the meaning assigned such term in the definition of Environmental Laws.



     “Register” has the meaning assigned such term in Section 12.04(c).



     “Regulation D” means Regulation D of the Board, as the same may be amended,
supplemented or replaced from time to time.



     “Related Fund” means, with respect to any Term Loan Lender that is a fund that invests
in bank loans, any other fund that invests in bank loans and is advised or managed by the same
investment advisor as such Term Loan Lender or by an Affiliate (as defined in clause (a) only of
the definition of “Affiliate”) of such investment advisor.



     “Related Parties” means, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents and advisors (including
attorneys, accountants and experts) of such Person and such Person’s Affiliates.



     “Responsible Officer” means, as to any Person, the Chief Executive Officer, the
President, any Financial Officer or any Vice President of such Person. Unless otherwise specified,
all references to a Responsible Officer herein means a Responsible Officer of the Borrower.



     “Restricted Person” has the meaning assigned such term in Section 12.11.



     “Restricted Subsidiaries” means all Subsidiaries that are not Unrestricted
Subsidiaries. The Borrower and each ABS Subsidiary will always be Restricted Subsidiaries of UCLP.



     “Revolving Borrowing” means a Borrowing comprised of Revolving Loans.



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     “Revolving Commitments” means, as to each Revolving Lender, the amount set forth
opposite such Lender’s name under the caption “Revolving Commitments” on such documentation on file
with the Administrative Agent, as the same may be (a) reduced or terminated from time to time in
connection with a reduction or termination of the Aggregate Revolving Commitments pursuant to
Section 2.06(b), (b) increased from time to time pursuant to
Section 2.06(c) or (c) modified from time to time pursuant to any assignment permitted by
Section 12.04.



     “Revolving Credit Exposure” means, at any time, the sum of the aggregate principal
amount of the Revolving Loans and LC Exposure outstanding at such time.



     “Revolving Credit Facility” means the Revolving Commitments, the Revolving Loans and
the LC Exposure.



     “Revolving Credit Maturity Date” means October 20, 2011.



     “Revolving Lender” means a Lender with a Revolving Commitment or with outstanding
Revolving Credit Exposure.



     “Revolving Loans” means each senior secured revolving loan made pursuant to Section
2.01(a).



     “Revolving Notes” means Notes issued pursuant to Section 2.02(d) evidencing Loans
under the Revolving Credit Facility.



     “S-1” means that certain Amendment No. 2 to Form S-1 of UCLP as filed with the SEC on
September 20, 2006, as amended.



     “S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies,
Inc., and any successor thereto that is a nationally recognized rating agency.



     “SEC” means the Securities and Exchange Commission or any successor Governmental
Authority.



     “Security Instruments” means the Fee Letter, the Letters of Credit, the Letter of
Credit Agreements, the Guaranty Agreement, mortgages, deeds of trust and other agreements,
instruments or certificates described or referred to in Exhibit F-1, and any and all other
agreements, instruments, consents or certificates now or hereafter executed and delivered by the
Borrower or any other Person (other than Hedging Agreements with the Lenders or any Affiliate of a
Lender or participation or similar agreements between any Lender and any other lender or creditor
with respect to any Indebtedness pursuant to this Agreement) in connection with, or as security for
the payment or performance of the Indebtedness, the Notes, this Agreement, or reimbursement
obligations under the Letters of Credit, as such agreements may be amended, modified, supplemented
or restated from time to time.



     “Significant Domestic Subsidiary” means each Wholly-Owned Domestic Subsidiary that
generates EBITDA exceeding seven and one-half percent (7 1/2%) of the EBITDA of the UCLP Group. If,
in the aggregate, the EBITDA of the Wholly-Owned Domestic Subsidiaries that are



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not Guarantors
exceeds fifteen percent (15%) of the EBITDA of the UCLP Group, those Wholly-Owned Domestic
Subsidiaries representing a majority of such EBITDA shall each be a Significant Domestic
Subsidiary; provided that any Wholly-Owned Domestic Subsidiary that guarantees any Debt
shall be deemed a Significant Domestic Subsidiary. No ABS Subsidiary shall be a Significant
Domestic Subsidiary.



     “Special Entity” means any joint venture, limited liability company or partnership,
general or limited partnership or any other type of partnership or company other than a corporation
in which UCLP or one or more of its other Subsidiaries is a member, owner, partner or joint
venturer and owns, directly or indirectly, at least a majority of the equity of such entity or
controls such entity, but excluding any tax partnerships that are not classified as partnerships
under state law. For purposes of this definition, any Person which owns directly or indirectly an
equity investment in another Person which allows the first Person to manage or elect managers who
manage the normal activities of such second Person will be deemed to “control” such second Person
(e.g. a sole general partner controls a limited partnership).



     “Specified Acquisition” means any acquisition of assets (including, but not limited
to, purchase of Compression Assets from Holdings or its Subsidiaries) or entities or operating
lines or divisions for a purchase price of not less than $50,000,000.



     “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of
which is the number one and the denominator of which is the number one minus the aggregate of the
maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Board to which the Administrative Agent is subject for
eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the
Board). Such reserve percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such
reserve requirements without benefit of or credit for proration, exemptions or offsets that may be
available from time to time to any Lender under such Regulation D or any comparable regulation.
The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any
change in any reserve percentage.



     “Subsidiary” means: (a) any Person of which at least a majority of the outstanding
Equity Interests having by the terms thereof ordinary voting power to elect a majority of the board
of directors, manager or other governing body of such Person (irrespective of whether or not at the
time Equity Interests of any other class or classes of such Person shall have or might have voting
power by reason of the happening of any contingency) is at the time directly or indirectly owned or
controlled by another Person or one or more of its Subsidiaries or by such other Person and one or
more of its Subsidiaries and (b) any partnership of which such other Person or any of its
Subsidiaries is a general partner. Unless otherwise indicated herein, each reference to the term
“Subsidiary” means a Subsidiary of UCLP.



     “Subsidiary EBITDA” means, for any Unrestricted Subsidiary for any period, (a) EBTIDA
of such Unrestricted Subsidiary or (b) to the extent that Consolidated Net Income for such
Unrestricted Subsidiary is not available, the gross revenues of such Unrestricted Subsidiary for
such period less the cost of sales (excluding depreciation expenses to the extent such expenses
were deducted) associated with such gross revenues.



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     “Taxes” means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.



     “Term Commitments” means, as to each Term Loan Lender, the amount set forth opposite
such Term Loan Lender’s name under the caption “Term Commitments” on such
documentation on file with the Administrative Agent, as the same may be increased from time to
time pursuant to Section 2.06(c). All Term Commitments shall terminate immediately after the Term
Loan Funding Date.



     “Term Credit Exposure” means, with respect to any Term Loan Lender at any time, the
principal amount of such Term Loan Lender’s Term Loans.



     “Term Loan” means each senior secured term loan made pursuant to Section 2.01(b).



     “Term Loan Assumption Agreement” shall mean a Term Loan Assumption Agreement in form
and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the
Guarantors, the Administrative Agent and one or more Term Loan Lenders.



     “Term Loan Borrowing” means a Borrowing comprised of Term Loans.



     “Term Loan Facility” means the Term Commitments and the Term Loans.



     “Term Loan Funding Date” means the date on which the Term Loan Lenders make a senior
secured term loan pursuant to Section 2.01(b).



     “Term Loan Lender” means a Lender with an outstanding Term Loan.



     “Term Loan Maturity Date” means the date as defined in the Term Loan Assumption
Agreement; provided such date is no sooner than the Revolving Credit Maturity Date.



     “Term Notes” means Notes issued pursuant to Section 2.02(d) evidencing Loans under the
Term Loan Facility.



     “Testing Period” means a single period consisting of the four consecutive fiscal
quarters of UCLP then last ended (whether or not such quarters are all within the same fiscal
year); provided, however, that if a particular provision of this Agreement
indicates that a Testing Period shall be a different specified duration, such Testing Period shall
consist of the particular fiscal quarter or quarters then last ended which are so indicated in such
provision.



     “Total Debt” means, at any time (without duplication), the sum of (a) 100% of the
long-term debt of UCLP and its Restricted Subsidiaries reflected on the consolidated balance sheet
of UCLP in accordance with GAAP, plus (b) any Debt that is not reflected on the consolidated
balance sheet of UCLP and its Restricted Subsidiaries which has been used to finance assets that
generate income included in EBITDA, plus (c) the current portion of the debt set forth in (a)
above, plus or minus (d) the mark-to-market obligations of UCLP and its Restricted Subsidiaries
under the Hedging Agreements.



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     “Total Interest Expense” means, for any period, the total consolidated interest
expense net of cash interest income of UCLP and its Restricted Subsidiaries for such period
(including, without limitation, the cash equivalent of the interest expense associated with Capital
Lease Obligations, but excluding (a) upfront fees paid in connection with this Agreement, an ABS
Facility or any debt facility where the fees are paid from the proceeds of such debt, (b) Debt or
lease issuance costs which have to be amortized, (c) lease payments on any office equipment or
real property, (d) any principal components paid on all lease payments and (e) gains, losses
or other charges as a result of the early retirement of Debt). Total Interest Expense will be
deemed to be $2,100,000 for each of the fiscal quarters ending December 31, 2005, March 30, 2006,
June 30, 2006 and September 30, 2006. Total Interest Expense attributable to Debt of UCLP and its
Restricted Subsidiaries for the fiscal quarter ending December 31, 2006 shall be determined pro
forma as if such Debt of UCLP and its Restricted Subsidiaries would have been outstanding the
entire quarter.



     “Total Leverage Ratio” means the ratio of Total Debt to EBITDA.



     “Transactions” means, with respect to (a) the Borrower, the execution, delivery and
performance by the Borrower of this Agreement, and each other Loan Document to which it is a party,
the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit
hereunder, and the grant of Liens by the Borrower on Collateral pursuant to the Security
Instruments and (b) each Guarantor, the execution, delivery and performance by such Guarantor of
each Loan Document to which it is a party, the guaranteeing of the Indebtedness and the other
obligations under the Guaranty Agreement by such Guarantor and such Guarantor’s grant of the
security interests and provision of collateral under the Security Instruments, and the grant of
Liens by such Guarantor on Collateral pursuant to the Security Instruments.



     “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
Base Rate or the LIBO Rate.



     “UCI” means Universal Compression, Inc.



     “UCLP” shall mean Universal Compression Partners, L.P., a Delaware limited
partnership.



     “UCLP Group” shall mean UCLP and its Restricted Subsidiaries.



     “UCLP Partnership Agreement” means that certain Agreement of Limited Partnership of
UCLP dated as of June 16, 2006, as amended, modified, supplemented or restated from time to time.



     “US Dollar Equivalent” means, at any time of determination thereof, the amount of
dollars involved which could be purchased with the applicable amount of the Alternate Currency
involved computed at the spot rate of exchange as quoted or utilized by the Administrative Agent on
the date of determination thereof.



     “USA Patriot Act” has the meaning assigned such term in Section 12.16.



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     “Unrestricted Subsidiary” means any Subsidiary designated as an Unrestricted
Subsidiary in accordance with Section 9.14, and any of its Subsidiaries.



     “Wachovia” means Wachovia Bank, National Association and its successors.



     “Weighted Average Life to Maturity” means, when applied to any Debt at any date, the
number of years obtained by dividing (a) the sum of the products obtained by multiplying (i) the
amount of each then remaining installment, sinking fund, serial maturity or other required payments
of principal, including payment at final maturity, in respect thereof, by (ii) the number of years
(calculated to the nearest one-twelfth) that will elapse between such date and the making of such
payment, by (b) the then outstanding principal amount of such Debt.



     “Wholly-Owned Domestic Subsidiary” means any Domestic Subsidiary of which all of the
outstanding Equity Interests (other than any directors’ qualifying shares mandated by applicable
law), on a fully-diluted basis, are owned by UCLP or one or more of the Wholly-Owned Domestic
Subsidiaries or are owned by UCLP and one or more of the Wholly-Owned Domestic Subsidiaries.



     Section 1.03 Types of Loans and Borrowings . For purposes of this Agreement, Loans
and Borrowings, respectively, may be classified and referred to by Type (e.g., a “Eurodollar Loan”
or a “Eurodollar Borrowing”).



     Section 1.04 Terms Generally; Rules of Construction . The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined. Whenever the context
may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The
words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without
limitation”. The word “will” shall be construed to have the same meaning and effect as the word
“shall”. Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications set forth in the Loan
Documents), (b) any reference herein to any law shall be construed as referring to such law as
amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, (c)
any reference herein to any Person shall be construed to include such Person’s successors and
assigns (subject to the restrictions contained in the Loan Documents), (d) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (e) with respect to the
determination of any time period, the word “from” means “from and including” and the word “to”
means “to and including” and (f) any reference herein to Articles, Sections, Annexes, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Annexes, Exhibits and
Schedules to, this Agreement. No provision of this Agreement or any other Loan Document shall be
interpreted or construed against any Person solely because such Person or its legal representative
drafted such provision.



     Section 1.05 Accounting Terms and Determinations; GAAP . Unless otherwise specified
herein, all accounting terms used herein shall be interpreted, all determinations with respect to
accounting matters hereunder shall be made, and all financial statements and



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certificates and
reports as to financial matters required to be furnished to the Administrative Agents or the
Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with
the audited financial statements of UCLP and its Consolidated Subsidiaries referred to in Section
8.01(a) (except for changes concurred with by UCLP and its Consolidated Subsidiaries’ independent
public accountants); provided that, if UCLP notifies the
Administrative Agent that it requests an amendment to any provision hereof to eliminate the
effect of any change occurring after the date hereof in GAAP (including but not limited to any
Statement of Financial Accounting Standards) affecting the calculation of any financial covenant
(or if the Administrative Agent notifies UCLP that the Majority Lenders request an amendment to any
provision hereof for such purpose), regardless of whether any such notice is given before or after
such change in GAAP affecting the calculation of any financial covenant, then such provision shall
be interpreted on the basis of GAAP as in effect and applied immediately before such change shall
have become effective until such notice shall have been withdrawn or such provision amended in
accordance herewith.



ARTICLE II

The Credits




     Section 2.01 Commitments.



          (a) Revolving Commitments. Subject to the terms and conditions set forth herein, each
Revolving Lender agrees to make Revolving Loans to the Borrower during the Availability Period in
an aggregate principal amount that will not result in (i) such Revolving Lender’s Revolving Credit
Exposure exceeding such Revolving Lender’s Revolving Commitment and (ii) the total Revolving Credit
Exposure exceeding the Aggregate Revolving Commitments. Within the foregoing limits and subject to
the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow the
Revolving Loans.




          (b) Term Commitments. Subject to the terms and conditions set forth herein and in the
applicable Term Loan Assumption Agreement, each Term Loan Lender agrees to make Term Loans to the
Borrower on the Term Loan Funding Date in an aggregate principal amount that will not result in:
(i) such Term Loan Lender’s Term Credit Exposure exceeding such Term Loan Lender’s Term Commitment
and (ii) the total Term Credit Exposure exceeding the Aggregate Term Commitments. Once repaid or
prepaid, Term Loans may not be reborrowed.




     Section 2.02 Loans and Borrowings.



          (a) Borrowings; Several Obligations. Each Loan shall be made as part of a Borrowing
consisting of Loans made by the Lenders ratably in accordance with their respective Revolving
Commitments and Term Commitments. The failure of any Lender to make any Loan required to be made
by it shall not relieve any other Lender of its obligations hereunder; provided that the
Revolving Commitments and Term Commitments are several and no Lender shall be responsible for any
other Lender’s failure to make Loans as required.




          (b) Types of Loans. Subject to Section 3.03, each Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as the Borrower may request in

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accordance herewith. Each
Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan; provided that any
exercise of such option shall not affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement.




          (c) Minimum Amounts; Limitation on Number of Borrowings. At the commencement of each
Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that
is an integral multiple of $500,000 and not less than $1,000,000. At the time that each ABR
Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of
$100,000 and not less than $100,000; provided that an ABR Borrowing may be in an aggregate
amount that is equal to the entire unused balance of the Aggregate Revolving Commitments or that is
required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.07(d).
Borrowings of more than one Type may be outstanding at the same time, provided that there
shall not at any time be more than a total of ten (10) Eurodollar Borrowings outstanding.
Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to
request, or to elect to convert or continue, any Borrowing if the Interest Period requested with
respect thereto would end after the Revolving Credit Maturity Date or Term Loan Maturity Date, as
applicable.




          (d) Notes. The Loans made by each Lender shall be evidenced by a single promissory
note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any
Lender party hereto as of the date of this Agreement, as of the date of this Agreement, (ii) any
Lender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective
date of the Assignment and Assumption or (iii) any Lender that becomes a party hereto in connection
with an increase in the Aggregate Revolving Commitments or Aggregate Term Commitments pursuant to
Section 2.06(c), as of the effective date of such increase, payable to the order of such Lender in
a principal amount equal to its Revolving Commitment or Term Commitment as in effect on such date,
and otherwise duly completed. In the event that any Lender’s Revolving Commitment or Term
Commitment increases or decreases for any reason (whether pursuant to Section 2.06, Section
12.04(c) or otherwise), the Borrower shall deliver or cause to be delivered on the effective date
of such increase or decrease, a new Note payable to the order of such Lender in a principal amount
equal to its Revolving Commitment or Term Commitment after giving effect to such increase or
decrease, and otherwise duly completed. The date, amount, Type, interest rate and, if applicable,
Interest Period of each Loan made by each Lender and all payments made on account of the principal
thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer,
may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or
on any separate record maintained by such Lender. Failure to make any such notation or to attach a
schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such
Loans or affect the validity of such transfer by any Lender of its Note.




     Section 2.03 Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by
telephone (a) in the case of a Eurodollar Borrowing, not later than 12:00 p.m., Eastern time, three
(3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing,
not later than 12:00 p.m., Eastern time, on the date of the proposed Borrowing; provided
that no such notice shall be required for any deemed request of an ABR Borrowing to finance the
reimbursement of an LC Disbursement



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as provided in Section 2.07(d). Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery,
telecopy or email to the Administrative Agent of a written Borrowing Request in substantially the
form of Exhibit B and signed by the Borrower. Each such telephonic and written Borrowing
Request shall specify the following information in compliance with Section 2.02:



               (i) the aggregate amount of the requested Borrowing;



               (ii) the date of such Borrowing, which shall be a Business Day;



               (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;



               (iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable
thereto, which shall be a period contemplated by the definition of the term “Interest Period”;



               (v) if a Revolving Borrowing is requested, the amount of the current total Revolving Credit
Exposures (without regard to the requested Revolving Borrowing) and the pro forma total Revolving
Credit Exposures (giving effect to the requested Revolving Borrowing); and



               (vi) the location and number of the Borrower’s account to which funds are to be disbursed,
which shall comply with the requirements of Section 2.05.


If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an
ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar
Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s
duration. Each Borrowing Request shall constitute a representation that the amount of the
requested Borrowing shall not cause (y) the total Revolving Credit Exposures to exceed the
Aggregate Revolving Commitments or (z) the total Term Credit Exposures to exceed the Aggregate Term
Commitments, as applicable.



Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the
Administrative Agent shall advise each Lender of the details thereof and of the amount of such
Lender’s Loan to be made as part of the requested Borrowing.




     Section 2.04 Interest Elections.



          (a) Conversion and Continuance. Each Borrowing initially shall be of the Type
specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall
have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower
may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the
case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this
Section 2.04. The Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each
such portion shall be considered a separate Borrowing.

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          (b) Interest Election Requests. To make an election pursuant to this Section 2.04,
the Borrower shall notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing
of the Type resulting from such election to be made on the effective date of such election. Each
such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by
hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in
substantially the form of Exhibit C and signed by the Borrower.




          (c) Information in Interest Election Requests. Each telephonic and written Interest
Election Request shall specify the following information in compliance with Section 2.02:




               (i) the Borrowing to which such Interest Election Request applies and, if different options
are being elected with respect to different portions thereof, the portions thereof to be allocated
to each resulting Borrowing (in which case the information to be specified pursuant to Section
2.04(c)(iii) and (iv) shall be specified for each resulting Borrowing);



               (ii) the effective date of the election made pursuant to such Interest Election Request, which
shall be a Business Day;



               (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and



               (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period contemplated by
the definition of the term “Interest Period”.


If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an
Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one
month’s duration.




          (d) Notice to Lenders by the Administrative Agent. Promptly following receipt of an
Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof
and of such Lender’s portion of each resulting Borrowing.




          (e) Effect of Failure to Deliver Timely Interest Election Request and Event of
Default. If the Borrower fails to deliver a timely Interest Election Request with respect to a
Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing: (i) no outstanding Borrowing may be converted to or
continued as a Eurodollar Borrowing (and any Interest Election Request that requests the conversion
of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be
ineffective) and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR
Borrowing at the end of the Interest Period applicable thereto.




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     Section 2.05 Funding of Borrowings.



          (a) Funding by Lenders. Each Lender shall make each Loan to be made by it hereunder
on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m., Eastern
time, to the account of the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by
promptly crediting the amounts so received, in like funds, to an account of the Borrower designated
by the Borrower in the applicable Borrowing Request; provided that ABR Loans made to
finance the reimbursement of an LC Disbursement as provided in Section 2.07(d) shall be remitted by
the Administrative Agent to the Issuing Bank. Nothing herein shall be deemed to obligate any
Lender to obtain the funds for its Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for its Loan in any
particular place or manner.




          (b) Presumption of Funding by the Lenders. Unless the Administrative Agent shall have
received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender’s share of such Borrowing, the
Administrative Agent may assume that such Lender has made such share available on such date in
accordance with Section 2.05(a) and may, in reliance upon such assumption, make available to the
Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, then the applicable Lender and the
Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding
amount with interest thereon, for each day from and including the date such amount is made
available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i)
in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on interbank compensation or
(ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays
such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan
included in such Borrowing.




     Section 2.06 Termination, Reduction and Increase of Aggregate Commitments.



          (a) Scheduled Termination of Commitments.




               (i) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving
Credit Maturity Date. If at any time the Aggregate Revolving Commitments is terminated or reduced
to zero, then the Revolving Commitments shall terminate on the effective date of such termination
or reduction.



               (ii) Unless previously terminated, the Term Commitments shall terminate on the Term Loan
Funding Date.



          (b) Optional Termination and Reduction of Aggregate Credit Amounts.




               (i) The Borrower may at any time terminate, or from time to time reduce, the Aggregate
Revolving Commitments; provided that (A) each reduction of the Aggregate Revolving
Commitments shall be in an amount that is an integral multiple of $500,000 and not less than
$1,000,000 and (B) the Borrower shall not terminate or reduce the



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Aggregate Revolving Commitments
if, after giving effect to any concurrent prepayment of the Loans in accordance with Section
3.04(c), the total Revolving Credit Exposures would exceed the Aggregate Revolving Commitments.



               (ii) The Borrower shall notify the Administrative Agent of any election to terminate or reduce
the Aggregate Revolving Commitments under Section 2.06(b)(i) at least three (3) Business Days prior
to the effective date of such termination or reduction, specifying such election and the effective
date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section
2.06(b)(ii) shall be irrevocable. Any termination or reduction of the Aggregate Revolving
Commitments shall be permanent and may not be reinstated except pursuant to Section 2.06(c). Each
reduction of the Aggregate Revolving Commitments shall be made ratably among the Revolving Lenders
in accordance with each Revolving Lender’s Applicable Percentage.



          (c) Optional Increase in Aggregate Commitments.




               (i) Subject to the conditions set forth in Section 2.06(c)(ii), the Borrower may increase the
Aggregate Revolving Commitments and/or the Aggregate Term Commitments then in effect with the prior
consent of the Administrative Agent by increasing the Revolving Commitment and/or Term Commitment
of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an
“Additional Lender”).



               (ii) Any increase in the Aggregate Revolving Commitments and/or the Aggregate Term Commitments
shall be subject to the following additional conditions:



                    (A) such increase shall not be less than $25,000,000 and shall be in a whole multiple of
$5,000,000 in excess thereof unless the Administrative Agent otherwise consents, and no such
increase shall be permitted if after giving effect thereto the cumulative increases of the
Aggregate Commitments pursuant to this Section 2.06(c) would exceed $225,000,000;



                    (B) no Default shall have occurred and be continuing at the effective date of such increase;



                    (C) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or
if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the
last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays
compensation required by Section 5.02;



                    (D) no Lender’s Revolving Commitment and/or Term Commitment may be increased without the
consent of such Lender;



                    (E) if the Borrower elects to increase the Aggregate Revolving Commitments by increasing the
Revolving Commitment of a Revolving Lender, the Borrower and such Lender shall execute and deliver
to the Administrative Agent a certificate substantially in the form of Exhibit G-1 (a
“Commitment Increase Certificate”), and, if requested, the Borrower shall deliver a new
Note payable to the order of such Revolving Lender in a principal



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amount equal to its Revolving
Commitment after giving effect to such increase, and otherwise duly completed; and



                    (F) If the Borrower elects to increase the Aggregate Revolving Commitments by causing an
Additional Lender to become a party to this Agreement, then the Borrower and such Additional Lender
shall execute and deliver to the Administrative Agent a certificate substantially in the form of
Exhibit G-2 (an “Additional Lender Certificate”), together with an Administrative
Questionnaire, and, if requested, the Borrower shall deliver a Note payable to the order of such
Additional Lender in a principal amount equal to its Revolving Commitment, and otherwise duly
completed.



                    (G) If the Borrower elects to increase the Aggregate Term Commitments, the Borrower and each
Term Loan Lender shall execute and deliver to the Administrative Agent a Term Loan Assumption
Agreement and such other documentation as the Administrative Agent shall reasonably specify to
evidence the Term Commitment of such Term Loan Lender. Each Term Loan Assumption Agreement shall
specify the Term Commitments, the Applicable Margins, the Term Loan Funding Date, and the Term Loan
Maturity Date and other terms of the Term Loans to be made thereunder; provided, that no
Term Loans shall be made unless (y) the conditions set forth in Section 6.03 shall be satisfied and
(z) the other closing certificates and documentation as required by the relevant Term Loan
Assumption Agreement shall be delivered. The Administrative Agent shall promptly notify each Term
Loan Lender as to the effectiveness of each Term Loan Assumption Agreement.



               (iii) Subject to acceptance and recording thereof pursuant to Section 2.06(c)(iv), from and
after the effective date specified in the Commitment Increase Certificate or the Additional Lender
Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest
Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required
by Section 5.02): (A) the amount of the Aggregate Revolving Commitments and/or Aggregate Term
Commitments shall be increased as set forth therein, and (B) in the case of an Additional Lender
Certificate, any Additional Lender party thereto shall be a party to this Agreement and the other
Loan Documents and have the rights and obligations of a Lender under this Agreement and the other
Loan Documents. In addition in connection with an increase of the Aggregate Revolving Commitments,
the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the
outstanding Revolving Loans (and participation interests in Letters of Credit) of each of the other
Revolving Lenders (and such Lenders hereby agree to sell and to take all such further action to
effectuate such sale) such that each Revolving Lender (including any Additional Lender, if
applicable) shall hold its Applicable Percentage of the outstanding Revolving Loans (and
participation interests) after giving effect to the increase in the Aggregate Revolving
Commitments.



               (iv) Upon its receipt of a duly completed Commitment Increase Certificate or an Additional
Lender Certificate, executed by the Borrower and the Lender or the
Borrower and the Additional Lender party thereto, as applicable, the Administrative
Questionnaire referred to in Section 2.06(c)(ii), if applicable, the written consent of the
Administrative Agent to such increase required by Section 2.06(c)(i), and such documents and
opinions reasonably requested by the Administrative Agent, the Administrative Agent shall accept
such Commitment Increase Certificate or Additional Lender Certificate and record the



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information
contained therein in the Register required to be maintained by the Administrative Agent pursuant to
Section 12.04(c). No increase in the Aggregate Revolving Commitments and/or the Aggregate Term
Commitments shall be effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this Section 2.06(c)(iv).



     Section 2.07 Letters of Credit.



     (a) During the period from and including the Effective Date to, but excluding, the 30th day
prior to the Revolving Credit Maturity Date, the Issuing Banks, as issuing bank for the Lenders,
agree to extend credit for the account of the Borrower at any time and from time to time by
issuing, renewing, extending or reissuing Letters of Credit; provided however, the
LC Exposure at any one time outstanding shall not exceed $20,000,000. The Revolving Lenders shall
participate in such Letters of Credit according to their respective Applicable Percentage. Each of
the Letters of Credit shall (1) be issued by the Issuing Banks on a sight basis only, (2) contain
such terms and provisions as are reasonably required by the Issuing Banks, (3) be for the account
of the Borrower and (4) expire not later than (A) 30 days before the Revolving Credit Maturity
Date, with respect to commercial letters of credit, and (B) 10 days before the Revolving Credit
Maturity Date, with respect to standby letters of credit. The Borrower may request that one or
more Letters of Credit be issued in an Offshore Currency denomination as part of the LC Exposure.
The aggregate US Dollar Equivalent of all Offshore Currency Letters of Credit, as of the issuance
date of any such Offshore Currency Letter of Credit, shall not exceed $20,000,000. No Issuing Bank
shall be obligated to issue an Offshore Currency Letter of Credit if such Issuing Bank has
determined, in its sole discretion, that it is unable to fund obligations in the requested Offshore
Currency; provided, however, the Administrative Agent shall use its best efforts to
locate suitable issuers if no Issuing Banks are able to fund obligations in the requested Offshore
Currency. From and after the Effective Date, the Existing Letters of Credit shall be deemed to be
Letters of Credit issued pursuant to this Section 2.07.


Notwithstanding anything to the contrary contained in this Agreement, including, without
limitation, this Section 2.07, the expiration date of one or more Letters of Credit may extend
beyond the Revolving Credit Maturity Date; provided, however, it is hereby
expressly agreed and understood that:




     (i) the aggregate face amount of all such Letters of Credit shall not at any time exceed
$10,000,000;



     (ii) the expiration dates of such Letters of Credit shall not extend more than three (3) years
beyond the Revolving Credit Maturity Date;



     (iii) the Borrower shall, not later than five (5) Business Days prior to the Revolving Credit
Maturity Date, deposit in an account with the Administrative Agent, in the name of the
Administrative Agent for the benefit of the Administrative Agent and the Issuing Banks, an amount
in cash equal to the aggregate face amount of all such Letters of Credit as of such date;
provided that for all Offshore Currency Letters of Credit, the Borrower shall deposit an
amount in cash equal to 110% of the aggregate face amount of all such Offshore Currency Letters of
Credit and will have a continuing obligation to maintain in such account at least an amount in cash
equal to 110% of the aggregate face amount of all such Offshore Currency Letters of Credit



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based on
the then US Dollar Equivalent, and the Administrative Agent shall have exclusive dominion and
control (including the exclusive right of withdrawal) over such account;



     (iv) if the Issuing Banks make any disbursement in connection with a Letter of Credit after
the Revolving Credit Maturity Date, such disbursement shall be an advance on behalf of the Borrower
under this Agreement and shall be reimbursed to the Issuing Banks either (A) by the Administrative
Agent applying amounts in the cash collateral account referred to in clause (iii) above until
reimbursed in full, or (B) by the Borrower pursuant to Section 2.07(d) (except that the Borrower
shall not have the right to request that the Lenders make, and the Lenders shall not have any
obligation to make, a Loan under this Agreement after the Revolving Credit Maturity Date to fund
any such disbursement); and



     (v) all such disbursements referred to in clause (iv) of this paragraph shall be secured only
by the cash collateral referred to in clause (iii) of this paragraph and the Borrower hereby
grants, and by each deposit of such cash collateral with the Administrative Agent grants, to the
Administrative Agent a first-priority security interest in all such cash collateral, without any
further action on the part of the Issuing Banks, the Borrower, the Administrative Agent, any Lender
or any other Person now or hereafter party hereto (other than any action the Administrative Agent
reasonably deems necessary to perfect such security interest, which action the Borrower hereby
authorizes the Administrative Agent to take), until same are reimbursed in full.


If, on the later of the Revolving Credit Maturity Date or the Term Loan Maturity Date (A) the
Revolving Commitments have been terminated, (B) the Loans, all interest thereon and all other
amounts payable by the Borrower hereunder or in connection herewith (other than the LC Exposure in
connection with any Letter of Credit having an expiration date extending beyond the Revolving
Credit Maturity Date as permitted by Section 2.07(a)) have been paid in full, and (C) the
conditions set forth in clause (iii) above have been fully satisfied, then from and after such date
the following provisions of this Agreement shall not be operative: Sections 8.01 (other than
Section 8.01(a), which shall remain operative), 8.02 (except as the same may affect a Letter of
Credit), 8.03(b), 8.04, 8.05, 8.07, 8.08, 9.01, 9.02 (except for cash collateral securing Letters
of Credit), 9.03, 9.04, 9.05, 9.06, 9.08, 9.09, 9.10, 9.11, 9.12, 9.13, 9.14 and 9.15.




          (b) If, after payment in full of all Indebtedness of the Borrower under the Loan Documents
(including without limitation, reimbursement obligations with respect to Letters of Credit) and the
expiration or cancellation of all outstanding Letters of Credit, there remains any amount on
deposit in the cash collateral account referred to in clause (iii) above, the Administrative Agent
shall, within three (3) Business Days after all such Indebtedness is paid in
full and all outstanding Letters of Credit have expired or been cancelled, return such amount
to the Borrower.




          (c) Participations. In consideration and in furtherance of the foregoing, each
Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent,
for the account of the Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC
Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as
provided in Section 2.07(d), or of any reimbursement payment required to be refunded to the
Borrower for any reason. Each Revolving Lender acknowledges and agrees that

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its obligation to
acquire participations pursuant to this Section 2.07(c) in respect of Letters of Credit is absolute
and unconditional and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a
Default, the reduction or termination of the Revolving Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction whatsoever.




          (d) Reimbursement and Prepayment.




               (i) In connection with any Letter of Credit, the Borrower may make funds available for
disbursement by the Issuing Bank in connection with such Letter of Credit. In such cases, the
Issuing Bank shall use such funds which the Borrower has made available to fund such Letter of
Credit. In addition, the Borrower may give written instructions to the Issuing Bank and the
Administrative Agent to make a Loan under this Agreement to fund any Letters of Credit which may be
drawn. In all such cases, the Borrower shall give the appropriate notices required under this
Agreement for an ABR Loan or a Eurodollar Loan. If a disbursement by the Issuing Bank is made
under any Letter of Credit, in cases in which the Borrower has not either provided its own funds to
fund a draw on a Letter of Credit or given the Administrative Agent prior notice for a Loan under
this Agreement, then the Borrower shall pay to the Administrative Agent within two (2) Business
Days after notice of any such disbursement is received by the Borrower, the amount and, in the case
of any Offshore Currency Letters of Credit, the US Dollar Equivalent determined on the date of such
disbursement, of each such disbursement made by the Issuing Bank under the Letter of Credit (if
such payment is not sooner effected as may be required under this Section 2.07(d) or under other
provisions of the Letter of Credit), together with interest on the amount disbursed from and
including the date of disbursement until payment in full of such disbursed amount at a varying rate
per annum equal to (i) the then applicable interest rate for ABR Loans through the second Business
Day after notice of such disbursement is received by the Borrower and (ii) thereafter, the
Post-Default Rate for ABR Loans (but in no event to exceed the Highest Lawful Rate) for the period
from and including the third Business Day following the date of such disbursement to and including
the date of repayment in full of such disbursed amount. The obligations of the Borrower under this
Agreement with respect to each Letter of Credit shall be absolute, unconditional and irrevocable
and shall be paid or performed strictly in accordance with the terms of this Agreement under all
circumstances whatsoever, including, without limitation, but only to the fullest extent permitted
by applicable law, the following circumstances: (A) any lack of validity or enforceability of this
Agreement, any Letter of Credit or any of the Security Instruments; (B) any amendment or waiver of
(including any default), or any consent to departure from this Agreement (except to the extent
permitted by any amendment or waiver), any Letter of Credit or any of the Security Instruments;
(C) the existence of any claim, set-off, defense or other rights which the Borrower may have
at any time against the beneficiary of any Letter of Credit or any transferee of any Letter of
Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the
Issuing Bank, the Administrative Agent, any Lender or any other Person, whether in connection with
this Agreement, any Letter of Credit, the Security Instruments, the Transactions or any unrelated
transaction; (D) any statement, certificate, draft, notice or any other document presented under
any Letter of Credit proves to have been forged, fraudulent, insufficient or invalid in any respect
or any statement therein proves to have been untrue or inaccurate in any respect whatsoever; (E)
payment by the Issuing Bank under any Letter of Credit against



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presentation of a draft or
certificate which appears on its face to comply, but does not comply, with the terms of such Letter
of Credit; and (F) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing.


Notwithstanding anything in this Agreement to the contrary, the Borrower will not be liable for
payment or performance that results from the gross negligence or willful misconduct of the Issuing
Bank or its officers, employees, agents or representatives, except where the Borrower or any
Restricted Subsidiary actually recovers the proceeds for itself or the Issuing Bank of any payment
made by the Issuing Bank in connection with such gross negligence or willful misconduct, except for
reasonable costs and expenses associated with such recovery.




               (ii) In the event of the occurrence of any Event of Default, a payment or prepayment pursuant
to Section 3.04(c) or the maturity of the Notes, whether by acceleration or otherwise, an amount
equal to the LC Exposure, except for all Offshore Currency Letters of Credit which shall equal an
amount equal to 110% of the aggregate face amount of all such Offshore Currency Letters of Credit
based on the then US Dollar Equivalent, shall be deemed to be forthwith due and owing by the
Borrower to the Issuing Bank, the Administrative Agent and the Lenders as of the date of any such
occurrence; and the Borrower’s obligation to pay such amount shall be absolute and unconditional,
without regard to whether any beneficiary of any such Letter of Credit has attempted to draw down
all or a portion of such amount under the terms of a Letter of Credit, and, to the fullest extent
permitted by applicable law, shall not be subject to any defense or be affected by a right of
set-off, counterclaim or recoupment which the Borrower may now or hereafter have against any such
beneficiary, the Issuing Bank, the Administrative Agent, the Lenders or any other Person for any
reason whatsoever. The Borrower will have a continuing obligation to maintain in such account at
least an amount in cash equal to 110% of the aggregate face amount of all such Offshore Currency
Letters of Credit based on the then US Dollar Equivalent. Such payments shall be held by the
Issuing Bank on behalf of the Lenders as cash collateral securing the LC Exposure in an account or
accounts at their principal office; and the Borrower hereby grants to, and by its deposit with the
Administrative Agent grants to, the Administrative Agent a security interest in such cash
collateral. In the event of any such payment by the Borrower of amounts contingently owing under
outstanding Letters of Credit and in the event that thereafter drafts or other demands for payment
complying with the terms of such Letters of Credit are not made prior to the respective expiration
dates thereof, the Administrative Agent agrees, if no Event of Default has occurred and is
continuing or if no other amounts are outstanding under this Agreement, the Notes or the Security
Instruments, to remit to the Borrower (i) amounts for which the contingent obligations evidenced by
the Letters of Credit have ceased and (ii) amounts on deposit as cash collateral for Letters of
Credit.



               (iii) Each Revolving Lender severally and unconditionally agrees that it shall promptly
reimburse the Issuing Bank in dollars an amount equal to such Revolving Lender’s participation in
any Letter of Credit as provided in Section 2.07(a) of any disbursement made by the Issuing Bank
under any Letter of Credit that is not reimbursed according to this Section 2.07 (other than with
respect to disbursements described in the second paragraph of Section 2.07(d)(i)) and such
obligation to reimburse is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence
and continuance of a Default or reduction or termination of the Aggregate Revolving Commitments,
and that each such payment shall be made without



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any offset, abatement, withholding or reduction
whatsoever. If the Borrower fails to make such payment when due, the Administrative Agent shall
notify each Revolving Lender of the applicable disbursement, the payment then due from the Borrower
in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following
receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable
Percentage of the payment then due from the Borrower, in the same manner as provided in Section
2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to
the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the
Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt
by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the
Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that
Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then
to such Revolving Lenders and the Issuing Bank as their interests may appear. Any payment made by
a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any disbursement
shall constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such
disbursement.



               (iv) If no Event of Default has occurred and is continuing, and subject to availability under
the Revolving Commitments (after reduction for the LC Exposure), to the extent the Borrower has not
reimbursed the Issuing Bank for any drawn upon Letter of Credit within one (1) Business Day after
notice of such disbursement has been received by the Borrower, the amount of such Letter of Credit
reimbursement obligation shall automatically be funded by the Lenders as a Loan hereunder and used
to pay such Letter of Credit reimbursement obligation in the percentages referenced in clause (iii)
above. If an Event of Default has occurred and is continuing, or if the funding of such Letter of
Credit reimbursement obligation as a Loan would cause the aggregate amount of all Loans outstanding
to exceed the Revolving Commitments (after reduction for the LC Exposure), such Letter of Credit
reimbursement obligation shall not be funded as a Loan, but instead shall accrue interest as
provided in Section 2.07(d)(i) and be subject to reimbursement under Section 2.07(d)(iii).



          (e) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by
written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the
successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement
of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall
pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section
3.05(a). From and after the effective date of any such replacement, (i) the successor Issuing Bank
shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to
Letters of Credit to be issued thereafter and (ii) references herein
to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous
Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require.
After the replacement of the Issuing Bank hereunder, the replaced Issuing Bank shall remain a party
hereto and shall continue to have all the rights and obligations of the Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not
be required to issue additional Letters of Credit.

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ARTICLE III

Payments of Principal and Interest; Prepayments; Fees




     Section 3.01 Repayment of Loans.



          (a) Revolving Loans. On the Revolving Credit Maturity Date, the Borrower shall pay to
the Administrative Agent, for the account of each Revolving Lender, the outstanding aggregate
principal amount and accrued and unpaid interest under the Revolving Loans.




          (b) Term Loans. On the Term Loan Maturity Date, the Borrower shall pay to the
Administrative Agent, for the account of each Term Loan Lender, the outstanding aggregate principal
amount and accrued and unpaid interest under the Term Loan.




     Section 3.02 Interest.



          (a) ABR Loans. The Loans comprising each ABR Borrowing shall bear interest at the
Base Rate plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate.




          (b) Eurodollar Loans. The Loans comprising each Eurodollar Borrowing shall bear
interest at the LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable
Margin, but in no event to exceed the Highest Lawful Rate.




          (c) Post-Default Rate. Notwithstanding the foregoing, the Borrower will pay to the
Administrative Agent, for the account of each Lender, interest at the applicable Post-Default Rate
on any principal amount of any Loan made by such Lender, and (to the fullest extent permitted by
law) on any other amount payable by the Borrower hereunder, under any Loan Document or under any
Note held by such Lender to or for account of such Lender, for the period commencing on the date of
an Event of Default until the same is paid in full or all Events of Default are cured or waived.




          (d) Interest Payment Dates. Accrued interest on each Loan shall be payable in arrears
on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to
Section 3.02(c) shall be payable on demand, (ii) in the event of any repayment or prepayment of any
Loan (other than an optional prepayment of an ABR Loan prior to the Revolving Credit Maturity Date
or Term Loan Maturity Date, as applicable), accrued interest on the principal amount repaid or
prepaid shall be payable on the date of such repayment or prepayment and
(iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of
such conversion. Any accrued and unpaid interest on the Revolving Loans shall be paid on the
Revolving Credit Maturity Date. Any accrued and unpaid interest on the Term Loans shall be paid on
the Term Loan Maturity Date.




          (e) Interest Rate Computations. All interest with respect to Eurodollar Loans
hereunder shall be computed on the basis of a year of 360 days, unless such computation would
exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of
365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of
days elapsed (including the first day but excluding the last day). All interest with respect to

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ABR Loans hereunder shall be computed on the basis of a year of 365 days (or 366 days in a leap
year), and in each case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). The applicable Base Rate, LIBO Rate or LIBO shall be determined
by the Administrative Agent, and such determination shall be conclusive absent manifest error, and
be binding upon the parties hereto.




     Section 3.03 Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:



          (a) the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the LIBO Rate or
the LIBO for such Interest Period; or




          (b) the Administrative Agent is advised by the Majority Lenders that the LIBO Rate or LIBO, as
applicable, for such Interest Period will not adequately and fairly reflect the cost to such
Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;



then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by
telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent
notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer
exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any
Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR
Borrowing.




     Section 3.04 Prepayments.



          (a) Optional Prepayments. The Borrower shall have the right at any time and from time
to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with
Section 3.04(b).




          (b) Notice and Terms of Optional Prepayment. The Borrower shall notify the
Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in
the case of prepayment of a Eurodollar Borrowing, not later than 12:00 p.m., Eastern time,
three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR
Borrowing, not later than 12:00 p.m., Eastern time, on the date of prepayment. Each such notice
shall be irrevocable and shall specify the prepayment date and the principal amount of each
Borrowing or portion thereof to be prepaid (which shall be in integral multiples of $100,000 for
ABR Borrowings or the remaining aggregate principal balance outstanding on the applicable Notes for
ABR Borrowings and in an amount equal to all of the Eurodollar Borrowings for the Interest Period
prepaid for Eurodollar Borrowings). Promptly following receipt of any such notice relating to a
Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial
prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance
of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall
be applied ratably to the Loans included in the

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prepaid Borrowing. Prepayments shall be
accompanied by accrued interest to the extent required by Section 3.02.




          (c) Mandatory Prepayments.




               (i) If, after giving effect to any termination or reduction of the Aggregate Revolving
Commitments pursuant to Section 2.06(b), the total Revolving Credit Exposure exceeds the Aggregate
Revolving Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such
termination or reduction in an aggregate principal amount equal to such excess, and (B) if any
excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the
Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash
collateral as provided in Section 2.07(d)(ii).



               (ii) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first,
ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then
outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar
Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of
days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing
with the most number of days remaining in the Interest Period applicable thereto.



               (iii) Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to
the extent required by Section 3.02. Any prepayments on the Term Loans may not be reborrowed.



          (d) No Premium or Penalty. Prepayments permitted or required under this Section 3.04
shall be without premium or penalty, except as required under Section 5.02.




     Section 3.05 Fees.



          (a) Commitment Fees. The Borrower agrees to pay to the Administrative Agent for the
account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Margin (the
“Commitment Fee”) on the average daily amount of the unused amount (after deducting any LC
Exposure) of the Revolving Commitment of such Lender during the
period from and including the Effective Date to but excluding the Revolving Credit Maturity
Date. Accrued Commitment Fees shall be payable in arrears on the last day of March, June,
September and December of each year and on the Revolving Credit Maturity Date, commencing on the
first such date to occur after the date hereof. All Commitment Fees shall be computed on the basis
of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case
interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and
shall be payable for the actual number of days elapsed (including the first day but excluding the
last day).




          (b) Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent
for the account of each Lender a participation fee with respect to its participations in Letters of
Credit, which shall accrue at the same Applicable Margin used to determine the interest rate
applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding
any portion thereof attributable to unreimbursed LC

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Disbursements and including the US Dollar
Equivalent of the face amount of the outstanding Offshore Currency Letter of Credit) during the
period from and including the date of this Agreement to but excluding the later of the date on
which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to
have any LC Exposure, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of
0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and including the date of
this Agreement to but excluding the later of the date of termination of the Aggregate Revolving
Commitments and the date on which there ceases to be any LC Exposure and (iii) to the Issuing Bank,
for its own account, its standard fees with respect to the issuance, amendment, renewal or
extension of any Letter of Credit or processing of drawings thereunder. Participation fees and
fronting fees accrued through and including the last day of March, June, September and December of
each year shall be payable on the third Business Day following such last day, commencing on the
first such date to occur after the date of this Agreement; provided that all such fees
shall be payable on the Revolving Credit Maturity Date and any such fees accruing after the
Revolving Credit Maturity Date shall be payable on demand. Any other fees payable to the Issuing
Bank pursuant to this Section 3.05(a) shall be payable within 10 days after demand. All
participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless
such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on
the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day).




          (c) Administrative Agent Fees. The Borrower agrees to pay to the Administrative
Agent, for its own account, fees payable in the amounts and at the times separately agreed upon
between the Borrower and the Administrative Agent.




          (d) Other Fees. The Borrower shall pay to the Administrative Agent for its own
account such other fees as are set forth in the Fee Letter on the dates specified therein to the
extent not paid prior to the Effective Date.




ARTICLE IV

Payments; Pro Rata Treatment; Sharing of Set-offs




     Section 4.01 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.



          (a) Payments by the Borrower. The Borrower shall make each payment required to be
made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or
of amounts payable under Section 5.01, Section 5.02, Section 5.03 or otherwise) prior to 12:00
p.m., Eastern time, on the date when due, in immediately available funds, without defense,
deduction, recoupment, set-off or counterclaim. Fees, once paid, shall be fully earned and shall
not be refundable under any circumstances. Any amounts received after such time on any date may,
in the discretion of the Administrative Agent, be deemed to have been received on the next
succeeding Business Day for purposes of calculating interest thereon. All such payments shall be
made to the Administrative Agent as specified in Section 12.01, except payments to be made directly
to the Issuing Bank as expressly provided herein and except that payments pursuant to Section 5.01,
Section 5.02, Section 5.03 and Section 12.03 shall be made directly to the Persons entitled
thereto. The Administrative Agent shall distribute any such

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payments received by it for the
account of any other Person to the appropriate recipient promptly following receipt thereof. If
any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall
be extended to the next succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments hereunder shall
be made in dollars.




          (b) Application of Insufficient Payments. If at any time insufficient funds are
received by and available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first, towards payment of interest and fees then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of interest and fees then due to such parties and
(ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of principal and
unreimbursed LC Disbursements then due to such parties.




          (c) Sharing of Payments by Lenders. If any Lender shall, by exercising any right of
set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on
any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment
of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements
and accrued interest thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value) participations in the
Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the
benefit of all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective Loans and participations
in LC Disbursements; provided that (i) if any such participations are purchased and all or
any portion of the payment giving rise thereto is recovered, such participations shall be rescinded
and the purchase price restored to the extent of such recovery, without interest and (ii) the
provisions of this Section 4.01(c) shall not be construed to apply to
any payment made by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans or participations in LC Disbursements to any assignee or
participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the
provisions of this Section 4.01(c) shall apply). The Borrower consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the Borrower rights of
set-off and counterclaim with respect to such participation as fully as if such Lender were a
direct creditor of the Borrower in the amount of such participation.




     Section 4.02 Presumption of Payment by the Borrower. Unless the Administrative Agent shall have received notice from the Borrower prior to the date
on which any payment is due to the Administrative Agent for the account of the Lenders or the
Issuing Bank that the Borrower will not make such payment, the Administrative Agent may assume that
the Borrower has made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due.
In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the
Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith
on demand the amount so distributed to such Lender or Issuing Bank with interest



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thereon, for each
day from and including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation.



     Section 4.03 Certain Deductions by the Administrative Agent. If any Lender shall fail to make any payment required to be made by it pursuant to Section
2.05(b), Section 2.07(c), Section 2.07(d) or Section 4.02 then the Administrative Agent may, in its
discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received
by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations
under such Sections until all such unsatisfied obligations are fully paid.



     Section 4.04 Disposition of Proceeds. The Security Instruments contain an assignment by the Borrower and/or the Guarantors unto and in
favor of the Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each
Guarantor’s interest in and to production and all proceeds attributable thereto which may be
produced from or allocated to the Property. The Security Instruments further provide in general
for the application of such proceeds to the satisfaction of the Indebtedness and other obligations
described therein and secured thereby. Notwithstanding the assignment contained in such Security
Instruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the
Lenders agree that they will neither notify the purchaser or purchasers of such production nor take
any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders,
but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries
and (b) the Lenders hereby authorize the Administrative Agent to
take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such
Subsidiaries.



ARTICLE V

Increased Costs; Break Funding Payments; Taxes; Illegality




     Section 5.01 Increased Costs.



          (a) Eurodollar Changes in Law. If any Change in Law shall:




               (i) impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit extended by, any
Lender (except any such reserve requirement reflected in the LIBO Rate); or



               (ii) impose on any Lender or the London interbank market any other condition affecting this
Agreement or Eurodollar Loans made by such Lender;


and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to
reduce the amount of any sum received or receivable by such Lender (whether of principal, interest
or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction suffered.




          (b) Capital Requirements. If any Lender or the Issuing Bank determines that
any Change in Law regarding capital requirements has or would have the effect of reducing the

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rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the
Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the
Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the
Issuing Bank’s holding company could have achieved but for such Change in Law (taking into
consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the
Issuing Bank’s holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or
amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s
holding company for any such reduction suffered.




          (c) Certificates. A certificate of a Lender or the Issuing Bank setting
forth in reasonable detail the amount or amounts necessary to compensate such Lender or the Issuing
Bank or its holding company, as the case may be, as specified in Section 5.01(a) or (b) shall be
delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay
such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such
certificate within thirty (30) days after receipt thereof.




          (d) Effect of Failure or Delay in Requesting Compensation. Failure or delay on the
part of any Lender or the Issuing Bank to demand compensation pursuant to this Section
5.01 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such
compensation.




     Section 5.02 Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last
day of an Interest Period applicable thereto (including as a result of an Event of Default), (b)
the conversion of any Eurodollar Loan into an ABR Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar
Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any
Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of
a request by the Borrower pursuant to Section 5.04(b), then, in any such event, the Borrower shall
compensate each Lender for the loss, cost and expense attributable to such event. In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount
determined by such Lender to be the excess, if any, of (i) the amount of interest which would have
accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that
would have been applicable to such Loan, for the period from the date of such event to the last day
of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or
continue, for the period that would have been the Interest Period for such Loan), over (ii) the
amount of interest which would accrue on such principal amount for such period at the interest rate
which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits
of a comparable amount and period from other banks in the eurodollar market.


A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this Section 5.02 shall be delivered to the Borrower and shall be conclusive
absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such
certificate within ten (10) days after receipt thereof.

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     Section 5.03 Taxes.



          (a) Payments Free of Taxes. Any and all payments by or on account of any
obligation of the Borrower or any Guarantor under any Loan Document shall be made free and clear of
and without deduction for any Indemnified Taxes or Other Taxes; provided that if the
Borrower or any Guarantor shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable under this Section
5.03(a)), the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made, (ii) the Borrower or such
Guarantor shall make such deductions and (iii) the Borrower or such Guarantor shall pay the full
amount deducted to the relevant Governmental Authority in accordance with applicable law.




          (b) Payment of Other Taxes by the Borrower. The Borrower shall pay any Other Taxes to
the relevant Governmental Authority in accordance with applicable law.




          (c) Indemnification by the Borrower. The Borrower shall indemnify the
Administrative Agent, each Lender and the Issuing Bank, within ten (10) days after written
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to
any payment by or on account of any obligation of the Borrower hereunder (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section
5.03) and any penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate of the Administrative Agent, a
Lender or the Issuing Bank as to the amount of such payment or liability under this Section 5.03
shall be delivered to the Borrower and shall be conclusive absent manifest error.




          (d) Evidence of Payments. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower or a Guarantor to a Governmental Authority, the
Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt
issued by such Governmental Authority evidencing such payment, a copy of the return reporting such
payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.




          (e) Foreign Lenders. Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is
located, or any treaty to which such jurisdiction is a party, with respect to payments under this
Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law, such properly completed
and executed documentation prescribed by applicable law or reasonably requested by the Borrower as
will permit such payments to be made without withholding or at a reduced rate.




          (f) Tax Refunds. If the Administrative Agent or a Lender determines, in its sole
discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been

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indemnified by the Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this Section 5.03, it shall pay over such refund to the Borrower (but only to the
extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section
5.03 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent or such Lender and without interest (other than any interest
paid by the relevant Governmental Authority with respect to such refund); provided, that
the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the
amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent or such Lender in the event the
Administrative Agent or such Lender is required to repay such refund to such Governmental
Authority. This Section 5.03 shall not be construed to require the Administrative Agent or any
Lender to make available its tax returns (or any other information relating to its taxes which it
deems confidential) to the Borrower or any other Person.




     Section 5.04 Mitigation Obligations; Replacement of Lenders.



          (a) Designation of Different Lending Office. If any Lender requests compensation
under Section 5.01, or if the Borrower is required to pay any additional amount to any Lender or
any Governmental Authority for the account of any Lender pursuant to Section 5.03, then such Lender
shall use reasonable efforts to designate a different lending office for funding or booking its
Loans hereunder or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i)
would eliminate or reduce amounts payable pursuant to Section 5.01 or Section 5.03, as the case may
be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and
would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any such designation or
assignment.




          (b) Replacement of Lenders. If any Lender requests compensation under Section 5.01,
or if the Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 5.03, or if any Lender defaults in its
obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained in Section
12.04(c)), all its interests, rights and obligations under this Agreement to an assignee that shall
assume such obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrower shall have received the prior written consent
of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender
shall have received payment of an amount equal to the outstanding principal of its Loans and
participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any
such assignment resulting from a claim for compensation under Section 5.01 or payments required to
be made pursuant to Section 5.03, such assignment will result in a reduction in such compensation
or payments. A Lender shall not be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the
Borrower to require such assignment and delegation cease to apply.

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     Section 5.05 Illegality. Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for
any Lender or its Applicable Lending Office to honor its obligation to make or maintain Eurodollar
Loans either generally or having a particular Interest Period hereunder, then (a) such Lender shall
promptly notify the Borrower and the Administrative Agent thereof and such Lender’s obligation to
make such Eurodollar Loans shall be suspended (the “Affected Loans”) until such time as
such Lender may again make and maintain such Eurodollar Loans and (b) all Affected Loans which
would otherwise be made by such Lender shall be made instead as ABR Loans (and, if such Lender so
requests by notice to the Borrower and the Administrative Agent, all Affected Loans of such Lender
then outstanding shall be automatically converted into ABR
Loans on the date specified by such Lender in such notice) and, to the extent that Affected Loans
are so made as (or converted into) ABR Loans, all payments of principal which would otherwise be
applied to such Lender’s Affected Loans shall be applied instead to its ABR Loans.



ARTICLE VI

Conditions Precedent




     Section 6.01 Effective Date. The effectiveness of this Agreement and the obligation of the Revolving Lenders to make Loans
and of the Issuing Banks to issue Letters of Credit hereunder are subject to the receipt by the
Administrative Agent and the Revolving Lenders of all fees payable pursuant to Section 3.05 on or
before the Effective Date and the receipt by the Administrative Agent of the following documents
and satisfaction of the other conditions provided in this Section 6.01 (or waived in accordance
with Section 12.02), each of which shall be satisfactory to the Administrative Agent in form and
substance:



     (a) A certificate of the Secretary or an Assistant Secretary (or its equivalent) of each of
the Borrower, UCLP and each Subsidiary party to a Loan Document, setting forth (i) resolutions of
its board of directors (or its equivalent) with respect to the authorization of such party to
execute and deliver the Loan Documents to which it is a party and to enter into the Transactions
contemplated in those documents, (ii) the officers (or its equivalent) of such party (A) who are
authorized to sign the Loan Documents to which such party is a party and (B) who will, until
replaced by another officer or officers (or its equivalent) duly authorized for that purpose, act
as its representative for the purposes of signing documents and giving notices and other
communications in connection with this Agreement and the Transactions contemplated hereby, (iii)
specimen signatures of the authorized officers (or its equivalent), and (iv) the Organization
Documents, certified as being true and complete. The Administrative Agent and the Lenders may
conclusively rely on such certificate until the Administrative Agent receives notice in writing
from such party to the contrary.



     (b) Certificates of the appropriate state agencies with respect to the existence,
qualification and good standing of UCLP, the Borrower and each Subsidiary party to a Loan Document.



     (c) A compliance certificate which shall be substantially in the form of Exhibit D-1,
duly and properly executed by a Responsible Officer of the Borrower and dated as of the Effective
Date.



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     (d) (i) A counterpart of this Agreement signed on behalf of each party hereto or (ii) written
evidence satisfactory to the Administrative Agent (which may include telecopy or electronic
transmission of a signed signature page of this Agreement) that such party has signed a counterpart
of this Agreement.



     (e) The Notes duly completed and executed for each Lender that has requested a Note.



     (f) The Security Instruments, including those described on Exhibit F-1, duly completed
and executed in sufficient number of counterparts for recording, if necessary.



     (g) An opinion of Gardere Wynne Sewell LLP, counsel to UCLP, the Borrower and the Subsidiaries
party to a Loan Document, in form and substance satisfactory to the Administrative Agent, as to
such matters incident to the Transactions herein contemplated and as the Administrative Agent may
reasonably request.



     (h) A summary of insurance coverage of the Borrower evidencing that the Borrower is carrying
insurance in accordance with Section 7.18.



     (i) Copies of Requests for Information or Copies (Form UCC-11) or equivalent commercially
obtained reports, listing all effective financing statements which name any of UCLP, the Borrower
or any Subsidiary party to a Loan Document (under their present names and any previous names) as
debtor and which are filed in all jurisdictions in which such Persons are organized, together with
copies of such financing statements.



     (j) A Borrowing Request in the form of Exhibit B as applicable duly completed and
executed by the Borrower.



     (k) A Letter of Credit Agreement pertaining to each new Letter of Credit to be issued on the
Effective Date, if any, duly completed and executed by the Borrower.



     (l) All costs, fees, expenses (including, without limitation, reasonable legal fees and
expenses and recording taxes and fees) and other compensation contemplated by this Agreement and
the other Loan Documents, and for which statements or invoices have been submitted to the Borrower,
payable to the Lenders through the Effective Date shall have been paid.



     (m) Except as set forth on Schedule 6.01(m), all Property in which the Administrative
Agent shall, at such time, be entitled to have a Lien pursuant to this Agreement or any other
Security Instrument shall have been physically delivered to the possession of the Administrative
Agent or any bailee accepted by the Administrative Agent to the extent that such possession is
necessary for the purpose of perfecting the Administrative Agent’s Lien in such Collateral.



     (n) Each document (including any Uniform Commercial Code financing statement) required by this
Agreement or under law or reasonably requested by the Administrative Agent to be filed, registered
or recorded in order to create in favor of the Administrative Agent, for the benefit of the
Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any
other Person (other than Permitted Liens), shall be in proper form for filing, registration or
recordation.



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     (o) The closing of the IPO shall have occurred.



     (p) Such other documents as the Administrative Agent or any Lender or special counsel to the
Administrative Agent may reasonably request, and in reasonable detail, the basis and amount of its
request for compensation.



     The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and
such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the
Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become
effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section
12.02) at or prior to 2:00 p.m., Eastern time, on December 31, 2006 (and, in the event such
conditions are not so satisfied or waived, the Aggregate Revolving Commitments shall terminate at
such time).



     Section 6.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the
initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is
subject to the satisfaction of the following conditions:



          (a) At the time of and immediately after giving effect to such Borrowing or the issuance,
amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have
occurred and be continuing.




          (b) At the time of and immediately after giving effect to such Borrowing or the issuance,
amendment, renewal or extension of such Letter of Credit, as applicable, no event, development or
circumstance has occurred or shall then exist that has resulted in, or could reasonably be expected
to have, a Material Adverse Effect.




          (c) The representations and warranties of UCLP, the Borrower and the Guarantors set forth in
this Agreement and in the other Loan Documents shall be true and correct on and as of the date of
such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit,
as applicable, except to the extent any such representations and warranties are expressly limited
to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance,
amendment, renewal or extension of such Letter of Credit, as applicable, such representations and
warranties shall continue to be true and correct as of such specified earlier date.




          (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate
or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and
no litigation shall be pending or threatened, which does or, with respect to any threatened
litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the
issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations
therein or the consummation of the Transactions contemplated by this Agreement or any other Loan
Document.

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          (e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section
2.03 or a request for a Letter of Credit in accordance with Section 2.07, as applicable.




     Each request for a Borrowing and each request for the issuance, amendment, renewal or
extension of any Letter of Credit shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in Section 6.02(a) through (e).



     Section 6.03 Conditions Precedent to the Term Loans and Commitment Increases. The obligation of the Term Loan Lenders to make Term Loans and the Revolving Lenders to
make increases in the Revolving Commitments under this Agreement is subject to the receipt by the
Administrative Agent, the Term Loan Lenders and the Revolving Lenders of all fees payable by
written agreement among the Borrower and the Administrative Agent on or before the applicable Term
Loan Funding Date or the date on which any increase in the Revolving Commitments shall be
effective, as applicable, and the receipt by the Administrative Agent of the following documents
and satisfaction of the other conditions provided in this Section 6.03, each of which shall be
reasonably satisfactory to the Administrative Agent in form and substance:



          (a) All reasonable costs, fees, expenses (including, without limitation, legal fees and
expenses and recording taxes and fees) and other compensation contemplated by this Agreement and
the other Loan Documents payable to the Term Loan Lenders through the Term Loan Funding Date and to
the Revolving Lenders through the effective date of any increase in the Revolving Commitments, as
applicable, to the extent invoices and statements have been received, shall have been paid.




          (b) The Notes duly completed and executed for each Lender that has requested a Term Note or a
Revolving Note.




          (c) Each document (including any Uniform Commercial Code financing statement) required by the
Security Instruments then in effect or under law or reasonably requested by the Administrative
Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent,
for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and
superior in right to any other Person (other than Permitted Liens), all of which shall be in proper
form for filing, registration or recordation.




          (d) All conditions required by Section 6.01(a), (b), (c), (g), (j) and (l) as they relate to
the new Term Loan and any increases in the Revolving Commitments shall be repeated as if set forth
herein.




          (e) Such other documents as the Administrative Agent or any Lender or special counsel to the
Administrative Agent may reasonably request.




ARTICLE VII

Representations and Warranties




     Each of UCLP, the Borrower and each Guarantor by its execution of a Guaranty Agreement,
represents and warrants with respect to itself, as applicable, to the Administrative Agent, the
Issuing Bank and the Lenders (each representation and warranty herein is given as of



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the Effective
Date and shall be deemed repeated and reaffirmed on the dates of each Borrowing and issuance,
renewal, extension or reissuance of a Letter of Credit as provided in Section 6.02):



     Section 7.01 Legal Existence. With respect to itself and each of its Material Domestic Subsidiaries: (a) is a legal entity
duly organized, legally existing and in good standing (if applicable) under the laws of the
jurisdiction of its current organization, except as permitted by Section 9.06; (b) has all
requisite power, and has all material governmental licenses, authorizations, consents and approvals
necessary to own its assets and carry on its business as now being or as proposed to be conducted;
and (c) is qualified to do business in all jurisdictions in which the nature of the business
conducted by it makes such qualification necessary and where failure so to qualify would result in
a Material Adverse Effect.



     Section 7.02 Financial Condition. There has been no change or event having a Material Adverse Effect from the financial condition
of UCLP and its Consolidated Subsidiaries set forth on the pro forma balance sheet dated as of June
30, 2006 in the S-1.



     Section 7.03 Litigation. Except as disclosed to the Lenders in Schedule 7.03 hereto, at the Effective Date there
is no litigation, legal, administrative or arbitral proceeding, investigation or other action of
any nature pending or, to its knowledge threatened against or affecting it or any of its
Subsidiaries which involves the possibility of any judgment or liability against it or any of its
Subsidiaries which would reasonably be expected to have a Material Adverse Effect.



     Section 7.04 No Breach. Neither the execution and delivery of the Loan Documents, nor compliance with the terms and
provisions hereof will conflict with or result in a breach of, or require any consent which has not
been obtained as of the Effective Date under, the respective charter or by-laws of it or any of its
Restricted Subsidiaries, or any Governmental Requirement or any agreement or instrument to which it
or any of its Restricted Subsidiaries is a party or by which it is bound or to which it or its
Properties are subject, or constitute a default under any such agreement or instrument, or result
in the creation or imposition of any Lien upon any of the revenues or assets of it or any of its
Restricted Subsidiaries pursuant to the terms of any such agreement or instrument other than the
Liens created by the Loan Documents.



     Section 7.05 Authority. It and each of its Restricted Subsidiaries have all necessary power and authority to execute,
deliver and perform its obligations under the Loan Documents to which it is a party; and the
execution, delivery and performance by it and each Restricted Subsidiary of the Loan Documents to
which it is a party, have been duly authorized by all necessary action on its part; and the Loan
Documents constitute the legal, valid and binding obligations of it and each of its Restricted
Subsidiaries, enforceable in accordance with their terms, except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws generally affecting creditors’ rights and by equitable principles
(regardless of whether enforcement is sought in equity or at law).



     Section 7.06 Approvals. No authorizations, approvals or consents of, and no filings or registrations with, any
Governmental Authority are necessary for the execution, delivery or performance by it or any of its
Restricted Subsidiaries of the Loan Documents or for the validity



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or enforceability thereof, except
for the recording and filing of the Security Instruments as required by this Agreement.



     Section 7.07 Use of Loans and Letters of Credit.



          (a) Revolving Loans and Letters of Credit. The Borrower will use the proceeds of the
Loans and Letters of Credit for acquisitions permitted hereunder, to repay debt which is assumed in
connection with such acquisitions, to pay distributions, for working capital, and other general
corporate purposes not in contravention of any Governmental Requirement or of any Loan Document.




          (b) Term Loans. The Borrower will use the proceeds of the Term Loans for acquisitions
permitted hereunder, to repay debt which is assumed in connection with such acquisitions, to pay
distributions, for working capital, and other general corporate purposes not in contravention of
any Governmental Requirement or of any Loan Document.




          (c) Margin Stock. The Borrower is not engaged principally, or as one of its important
activities, in the business of extending credit for the purpose, whether immediate, incidental or
ultimate, of buying or carrying margin stock (within the meaning of Regulation T, U or X of the
Board of Governors of the Federal Reserve System) and no part of the proceeds of any Loan hereunder
will be used to buy or carry any margin stock.




     Section 7.08 ERISA . No ERISA Event has occurred or is reasonably expected to occur that, when taken together
with all other such ERISA Events for which liability is reasonably expected to occur, could
reasonably be expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations under each Plan (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed by more than $100,000 the fair market value of
the assets of such Plan, and the present value of all accumulated benefit obligations of all
underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting
Standards No. 87) did not, as of the date of the most recent financial statements reflecting such
amounts, exceed by more than $100,000 the fair market value of the assets of all such underfunded
Plans.



     Section 7.09 Taxes. Except as set out in Schedule 7.09, it and its Domestic Subsidiaries have filed all
United States Federal income tax returns and all other tax returns which are required to be filed
by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received
by it or any of its Domestic Subsidiaries, except where the failure to file such tax returns and
pay such taxes would not result in a liability in excess of $5,000,000 in the aggregate. The
charges, accruals and reserves on the books of it and its Domestic Subsidiaries in respect of taxes
and other governmental charges are, in the opinion of it, adequate. No tax lien has been filed and, to
the knowledge of it, no claim is being asserted with respect to any such tax, fee or other charge
which would result in a liability in excess of $5,000,000 in the aggregate.



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     Section 7.10 Titles, Etc.



     (a) Except as set out in Schedule 7.10, it and its Restricted Subsidiaries have good
and marketable title to their material Properties, (i) except in cases where the failure to have
said good and marketable title would not result in a Material Adverse Effect and (ii) free and
clear of all Liens, except Liens permitted by Section 9.02.



     (b) All leases and agreements necessary for the conduct of the business of it and its
Restricted Subsidiaries are valid and subsisting, in full force and effect and there exists no
default or event or circumstance which with the giving of notice or the passage of time or both
would give rise to a default under any such lease or agreement and which default, event or
circumstance would result in a Material Adverse Effect.



     Section 7.11 No Material Misstatements. No written information, statement, exhibit, certificate, document or report furnished to the
Administrative Agent and the Lenders (or any of them) by it or any of its Restricted Subsidiaries
in connection with the negotiation of this Agreement, including the Information Memorandum, or
delivered hereunder (as modified or supplemented by other information so furnished) contains any
material misstatement of fact or omits to state a material fact necessary to make the statements
contained therein not materially misleading in the light of the circumstances in which made and
with respect to it and its Restricted Subsidiaries taken as a whole. To its knowledge, there is no
fact peculiar to it or any of its Restricted Subsidiaries which has a Material Adverse Effect and
which has not been set forth in this Agreement or the other documents, certificates and statements
furnished to the Administrative Agent by or on behalf of it or any of its Restricted Subsidiaries
or otherwise prior to, or on, the Effective Date in connection with the Transactions contemplated
hereby.



     Section 7.12 Investment Company Act. Neither UCLP nor any of its Subsidiaries is an “investment company” or a company “controlled” by
an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.



     Section 7.13 Subsidiaries. Except as set out in Schedule 7.13, as of the Effective Date, UCLP has no Subsidiaries.



     Section 7.14 Location of Business and Offices. The Borrower’s principal place of business and chief executive office is located at the
addresses stated on its signature page of this Agreement.



     Section 7.15 Defaults. Neither it nor any of its Restricted Subsidiaries is in material default nor has any event or
circumstance occurred which, but for the expiration of any applicable grace period or the giving of
notice, or both, would constitute a material default under any material agreement or instrument to
which it or any of its Restricted Subsidiaries is a party or by which it or any of its Restricted
Subsidiaries is bound, which default would result in a Material Adverse Effect. No Default
hereunder has occurred and is continuing.



     Section 7.16 Environmental Matters. Except (a) as provided in a notice to all Lenders or (b) as would not have a Material Adverse
Effect:



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     (i) Neither any Property of it or any of its Subsidiaries nor the operations conducted thereon
violate any order or requirement of any court or Governmental Authority or any Environmental Laws;



     (ii) Without limitation of clause (i) above, no Property of it or any of its Subsidiaries nor
the operations currently conducted thereon or, to the best knowledge of it, by any prior owner or
operator of such Property or operation, are in violation of or subject to any existing, pending or
threatened action, suit, investigation, inquiry or proceeding by or before any court or
Governmental Authority or to any remedial obligations under Environmental Laws;



     (iii) All notices, permits, licenses or similar authorizations, if any, required to be
obtained or filed in connection with the operation or use of any and all Property of it and each of
its Subsidiaries, including without limitation, past or present treatment, storage, disposal or
release of a hazardous substance or solid waste into the environment, have been duly obtained or
filed, and it and each of its Subsidiaries are in compliance with the terms and conditions of all
such notices, permits, licenses and similar authorizations;



     (iv) All hazardous substances, solid waste, and oil and gas exploration and production wastes,
if any, generated at any and all Property of it or any of its Subsidiaries have in the past been
transported, treated and disposed of in accordance with Environmental Laws and so as not to pose an
imminent and substantial endangerment to public health or welfare or the environment, and, to the
best knowledge of it, all such transport carriers and treatment and disposal facilities have been
and are operating in compliance with Environmental Laws and so as not to pose an imminent and
substantial endangerment to public health or welfare or the environment, and are not the subject of
any existing, pending or threatened action, investigation or inquiry by any Governmental Authority
in connection with any Environmental Laws;



     (v) It has taken all steps reasonably necessary to determine and has determined that no
hazardous substances, solid waste, or oil and gas exploration and production wastes, have been
disposed of or otherwise released and there has been no threatened release of any hazardous
substances on or to any Property of it or any of its Subsidiaries except in compliance with
Environmental Laws and so as not to pose an imminent and substantial endangerment to public health
or welfare or the environment;



     (vi) To the extent applicable, all Property of it and each of its Subsidiaries currently
satisfies all design, operation, and equipment requirements imposed by the OPA or scheduled as of
the Effective Date to be imposed by OPA during the term of this Agreement, and it does not have any
reason to believe that such Property, to the extent subject to OPA, will not be able to maintain
compliance with the OPA requirements during the term of this Agreement; and



     (vii) Neither it nor any of its Subsidiaries has any known contingent liability in connection
with any release or threatened release of any oil, hazardous substance or solid waste into the
environment.



     Section 7.17 Compliance with the Law. Neither it nor any of its Subsidiaries has violated any Governmental Requirement or failed to
obtain any license, permit, franchise or other governmental authorization necessary for the
ownership of any of its Properties or the



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conduct of its business, which violation or failure would
(in the event such violation or failure were asserted by any Person through appropriate action)
result in a Material Adverse Effect.



     Section 7.18 Insurance. The notice provided to all Lenders contains an accurate description of all material policies of
fire, liability, workmen’s compensation and other forms of insurance owned or held by UCLP and each
Material Domestic Subsidiary and Material Foreign Subsidiary. All such policies are in full force
and effect, all premiums with respect thereto covering all periods up to and including the
Effective Date have been paid, and no notice of cancellation or termination has been received with
respect to any such policy. Such policies are sufficient for compliance with all requirements of
law and of all agreements to which UCLP or any Material Domestic Subsidiary is a party; are valid,
outstanding and enforceable policies; provide adequate insurance coverage in at least such amounts
and against at least such risks (but including in any event public liability) as are usually
insured against in the same general area by companies engaged in the same or a similar business for
the assets and operations of UCLP and each Material Domestic Subsidiary; will remain in full force
and effect through the respective dates set forth in the binders for said insurance without the
payment of additional premiums; and will not in any way be affected by, or terminate or lapse by
reason of, the Transactions contemplated by this Agreement. Neither UCLP nor any Material Domestic
Subsidiary has been refused any insurance with respect to its assets or operations, nor has its
coverage been limited below usual and customary policy limits, by an insurance carrier to which it
has applied for any such insurance or with which it has carried insurance during the last three
years.



     Section 7.19 Hedging Agreements. Schedule 7.19 sets out, as of the Effective Date, a true and complete list of all
Hedging Agreements (including commodity price swap agreements, forward agreements or contracts of
sale which provide for prepayment for deferred shipment or delivery of oil, gas or other
commodities) of it and each of its Restricted Subsidiaries, the material terms thereof (including
the type, term, effective date, termination date and notional amounts or volumes), the net mark-
to-market value thereof, all credit support agreements relating thereto (including any margin
required or supplied), and the counter party to each such agreement.



     Section 7.20 Restriction on Liens. Except as set out in Schedule 7.20, neither it nor any of its Restricted Subsidiaries is
a party to any agreement or arrangement (other than this Agreement and the Security Instruments),
or subject to any order, judgment, writ or decree, which either restricts or purports to restrict
its ability to grant Liens pursuant to this Agreement and the Security Instruments to other Persons
on or in respect of its material Properties.



ARTICLE VIII

Affirmative Covenants




     Each of UCLP, the Borrower and each Guarantor by its execution of a Guaranty Agreement,
covenants and agrees that, so long as any of the Aggregate Commitments are in effect and until
payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the
Borrower hereunder:



     Section 8.01 Reporting Requirements. The Borrower shall deliver, or shall cause to be delivered, to the Administrative Agent:



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     (a) Financial Statements. (i) Within 30 days after the same is required to be filed
with the SEC or any successor agency (but in any event within 90 days of the end of each fiscal
year of UCLP), a copy of each annual report and any amendment to a report filed by UCLP with the
SEC or any successor agency pursuant to Section 13 or 15(d) of the Exchange Act (currently Form
10-K), as the same may be amended from time to time, (ii) within 30 days after the same is required
to be filed by UCLP with the SEC or any successor agency (but in any event within 60 days after the
end of each of the first three fiscal quarters of UCLP), a copy of each quarterly report and any
amendment to any quarterly report filed with the SEC or any successor agency pursuant to Section 13
or 15(d) of the Exchange Act (currently Form 10-Q), as the same may be amended, from time to time
and (iii) promptly after the same become available, but in any event within 15 days following the
date the same are required to be filed with the SEC, all other reports, notices, proxy statements
or other documents that are distributed by UCLP to its unitholders and all regular and periodic
final reports (including, without limitation, reports on Form 8-K) filed by UCLP with the SEC,
which are publicly available; provided, however, that UCLP shall be deemed to have
furnished the information required by this Section 8.01(a) if UCLP shall have timely made the same
available on “EDGAR” and/or on its home page on the worldwide web (at the date of this Agreement
located at http://www.universalcompression.com); provided, further,
however, that if the Administrative Agent is unable to access EDGAR or UCLP’s home page on
the worldwide web, UCLP agrees to provide the Administrative Agent with paper copies of the
information required to be furnished pursuant to this Section 8.01(a) promptly following notice
from the Administrative Agent.



     (b) Budget, Projections. Within 90 days following the end of each fiscal year of
UCLP, a copy of the projections of the operating budget and cash flow budget of UCLP and its
Restricted Subsidiaries prepared on a consolidated basis for the succeeding fiscal year, such
projections to be accompanied by a certificate of a Responsible Officer to the effect that such
projections have been prepared on the basis of reasonable assumptions and that such Responsible
Officer has no reason to believe they are incorrect or misleading in any material respect.



     (c) Notice of Default, Etc. Promptly after either UCLP or the Borrower knows that any
Default or Material Adverse Effect has occurred, a notice of such Default or Material Adverse
Effect, describing the same in reasonable detail and the action UCLP or the Borrower proposes to
take with respect thereto, and at the Administrative Agent’s option, a copy of the notice of such
Default or Material Adverse Effect.



     (d) Management Letters. Promptly after it or any Material Domestic Subsidiary’s
receipt thereof, a copy of any “management letter” addressed to the board of directors of it or
such Material Domestic Subsidiary from its certified public accountants and any internal control
memoranda relating thereto.



     (e) Other Matters. From time to time such other information regarding the business,
affairs or financial condition of it or any Material Domestic Subsidiary (including, without
limitation, any Plan or Multiemployer Plan and any reports or other information required to be
filed under ERISA) as the Administrative Agent may reasonably request.



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     (f) Labor Disputes. Promptly upon becoming aware of any labor dispute which would
result in a Material Adverse Effect, a notice of such dispute describing same in detail and the
action the Borrower proposes to take with respect thereto.



     (g) Compliance Certificate. The Borrower, within ten (10) Business Days of any deemed
delivery of any annual report or quarterly report pursuant to paragraph (a) above, will furnish to
the Administrative Agent (i) a certificate substantially in the form of Exhibit D-2
executed by a Responsible Officer of it (A) certifying as to the matters set forth therein and
stating that no Default has occurred and is continuing (or, if any Default has occurred and is
continuing, describing the same in reasonable detail) and (B) setting forth in reasonable detail
the computations necessary to determine whether UCLP is in compliance with Section 9.10(a) and (b)
as of the end of the respective fiscal quarter or fiscal year; and (ii) a report, in form and
substance satisfactory to the Administrative Agent, setting forth as of such quarterly date a true
and complete list of all Hedging Agreements (including commodity price swap agreements, forward
agreements or contracts of sale which provide for prepayment for deferred shipment or delivery of
oil, gas or other commodities) of it, each of its Restricted Subsidiaries, the material terms
thereof (including the type, term, effective date, termination date and notional amounts or
volumes), the net mark to market value therefor, any new credit support agreements relating thereto
not listed in Schedule 7.19, any margin required or supplied under any credit support
document, and the counter party to each such agreement.



     (h) Consolidating Financials. With the delivery or deemed delivery of the financial
statements required by Section 8.01(a), UCLP shall deliver consolidating information with respect
to such Unrestricted Subsidiaries, if any.



     Section 8.02 Litigation. It shall promptly give to the Administrative Agent notice of any litigation or governmental
investigation or proceeding pending against it or any of its Subsidiaries which would result in a
Material Adverse Effect.



     Section 8.03 Maintenance, Etc.



     (a) Generally. Except as otherwise permitted by Section 9.06, it shall and shall
cause each Material Domestic Subsidiary to: preserve and maintain its legal entity existence and
all of its material rights, privileges, franchises, patents, trademarks, copyrights and licenses;
keep books of record and account in which full, true and correct entries will be made of all
dealings or transactions in relation to its business and activities; comply with all Governmental
Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay
and discharge all taxes, assessments and governmental charges or levies imposed on it or on its
income or profits or on any of its Property prior to the date on which penalties attach thereto,
except for any such tax, assessment, charge or levy the payment of which is being contested in good
faith and by proper proceedings and against which adequate reserves are being maintained in
accordance with GAAP; upon reasonable notice, permit representatives of the Administrative Agent,
during normal business hours, to examine, copy and make extracts from its books and records, to
inspect its Properties, and to discuss its business and affairs with its officers, all to the
extent reasonably requested by the Administrative Agent.



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     (b) Proof of Insurance. UCLP shall and shall cause each Material Domestic Subsidiary
to maintain, with financially sound and reputable insurance companies, insurance policies which (i)
are sufficient for compliance with all requirements of law and of all agreements to which UCLP or
any Material Domestic Subsidiary is a party; (ii) are valid, outstanding and enforceable policies;
and (iii) provide adequate insurance coverage in at least such amounts and against at least such
risks (but including in any event public liability) as are usually insured against in the same
general area by companies engaged in the same or a similar business for the assets and operations
of UCLP and each Material Domestic Subsidiary. Within 90 days of the end of each fiscal year, UCLP
will furnish or cause to be furnished to the Administrative Agent a certificate of insurance
coverage from the insurer in form and substance satisfactory to the Administrative Agent and, if
requested, will furnish the Administrative Agent copies of the applicable policies. The loss
payable clauses or provisions in said insurance policy or policies insuring any of the Collateral
shall be endorsed in favor of and made payable to the Administrative Agent as its interests may
appear and such policies shall name the Administrative Agent and the Lenders as “additional
insureds” and provide that the insurer will endeavor to give at least 30 days prior notice of any
cancellation to the Administrative Agent.



     (c) Operation of Properties. It will and will cause each of its Restricted
Subsidiaries to operate its Properties or cause such Properties to be operated in a careful and
efficient manner (i) in compliance with the practices of the industry, (ii) in compliance with all
applicable contracts and agreements and (iii) in compliance in all material respects with all
Governmental Requirements, except where the noncompliance therewith would not result in a Material
Adverse Effect.



     Section 8.04 Environmental Matters.



     (a) Establishment of Procedures. It will and will cause each of its Subsidiaries to
establish and implement such procedures as may be reasonably necessary to continuously determine
and assure that any failure of the following does not have a Material Adverse Effect: (i) all
Property of it and its Subsidiaries and the operations conducted thereon and other activities of it
and its Subsidiaries are in compliance with and do not violate the requirements of any
Environmental Laws, (ii) no oil, hazardous substances or solid wastes are disposed of or otherwise
released on or to any Property owned by any such party except in compliance with Environmental
Laws, (iii) no hazardous substance will be released on or to any such Property in a quantity equal
to or exceeding that quantity which requires reporting pursuant to Section 103 of CERCLA, and (iv)
no oil, oil and gas exploration and production wastes or hazardous substance is released on or to
any such Property so as to pose an imminent and substantial endangerment to public health or
welfare or the environment.



     (b) Notice of Action. It will promptly notify the Administrative Agent in writing of
any threatened action, investigation or inquiry by any Governmental Authority of which it has
knowledge in connection with any Environmental Laws, which would result in a Material Adverse
Effect.



     Section 8.05 Further Assurances. It will and will cause each of its Restricted Subsidiaries to cure promptly any defects in the
creation and issuance of the Notes and the execution and delivery of the Security Instruments and
this Agreement. It at its expense will and



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will cause each of its Restricted Subsidiaries to
promptly execute and deliver to the Administrative Agent upon request all such other documents,
agreements and instruments to comply with or accomplish the covenants and agreements of it or any
of its Restricted Subsidiaries, as the case may be, in the Security Instruments and this Agreement,
or to further evidence and more fully describe the collateral intended as security for the Notes,
or to correct any omissions in the Security Instruments, or to state more fully the security
obligations set out herein or in any of the Security Instruments, or to perfect, protect or
preserve any Liens created pursuant to any of the Security Instruments, or to make any recordings,
to file any notices or obtain any consents, all as may be reasonably necessary or appropriate in
connection therewith.



     Section 8.06 Performance of Obligations. The Borrower will pay its Notes according to the reading, tenor and effect thereof; and UCLP
will and will cause each of its Subsidiaries to do and perform every act and discharge all of the
obligations to be performed and discharged by them under the Security Instruments and this
Agreement, at the time or times and in the manner specified.



     Section 8.07 Collateral.



     (a) Guarantees and Collateral. UCLP shall and it shall cause the Borrower and each
Guarantor to grant a Lien pursuant to the Security Instruments on substantially all of its
Properties located in the United States now owned or at any time hereafter acquired by it, the
Borrower or a Guarantor, including, without limitation, all Equipment, Accounts, Chattel Paper,
Documents, General Intangibles, Instruments, and Inventory; provided that the foregoing
shall not require the creation or perfection of pledges of, security interests in or mortgages on,
with respect to (A) any real property that has a value of less than $7,500,000, (B) any Property as
provided on Schedule 8.07 or (C) any Property that in the judgment of the Administrative
Agent, the cost of creating or perfecting such pledges, security interests or mortgages on such
Property would be excessive in view of the benefits to be obtained by the Lenders therefrom,
provided further that UCLP, the Borrower and any Guarantor will have ninety (90)
days to perfect Liens on Property acquired in an acquisition. UCLP shall, and it shall promptly
cause the GP and each Significant Domestic Subsidiary now existing or hereafter formed or acquired
to, guarantee the Indebtedness pursuant to the execution and delivery of the Guaranty Agreement or
a supplement thereto. UCLP shall cause to be pledged by the appropriate Person (i) all of the
Equity Interests of each Domestic Subsidiary (including, without limitation, to the extent
certificated, delivery of original stock certificates or other certificates evidencing the capital
stock of such entity, together with an appropriate undated stock power for each certificate duly
executed in blank by the registered owner thereof), (ii) 65% of the capital stock of each first
tier Foreign Subsidiary (including, without limitation, to the extent certificated, delivery of
original stock certificates or other certificates evidencing the capital stock of such Domestic
Subsidiary or 65% of the capital stock of such Foreign Subsidiary, together with an appropriate
undated stock power for each certificate duly executed in blank by the registered owner thereof)
and (iii) and execute and deliver such other additional documents and certificates as shall
reasonably be requested by the Administrative Agent. If there are no adverse tax consequences to
UCLP, to UCLP’s partners or to any of its Restricted Subsidiaries, the Collateral described above
(and subject to the same limitations set forth above) will include Property located in
jurisdictions outside the United States, Foreign Subsidiaries will be included as Guarantors, and
all of the Equity Interest of Foreign Subsidiaries will be pledged.



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     (b) Releases. The Borrower and the Guarantors are authorized to release any
Collateral that is sold, leased, assigned, conveyed, transferred or otherwise disposed of in
compliance with Sections 9.06, 9.08 and 9.11; provided that so long as the lien in favor of
the Administrative Agent continues in the proceeds of such sale, lease, assignment, conveyance,
transfer or other disposal of such Collateral, or to the extent such Collateral is sold, leased,
assigned, conveyed, transferred or otherwise disposed of to the Borrower or any Guarantor, such
lien continues in such Collateral. All Collateral shall be released upon either the Borrower’s or
UCLP’s Index Debt receiving (i) an investment grade rating from Moody’s or S&P and a rating no
lower than one notch below investment grade from the other agency and (ii) a stable outlook or
better from both Moody’s and S&P.



     Section 8.08 Notice of an ERISA Event. It will promptly furnish to the Administrative Agent written notice of the occurrence of any
ERISA Event that, alone or together with any other ERISA Events that have occurred, could
reasonably be expected to result in liability of it and its Subsidiaries in an aggregate amount
exceeding $100,000.



ARTICLE IX

Negative Covenants




     Each of UCLP, the Borrower and each Guarantor by its execution of a Guaranty Agreement,
covenants and agrees that, so long as any of the Aggregate Commitments are in effect and until
payment in full of Loans hereunder, all interest thereon and all other amounts payable by the
Borrower hereunder, without the prior written consent of the Majority Lenders:



     Section 9.01 Debt. Neither it nor any of its Restricted Subsidiaries will incur, create, assume or permit to exist
any Debt, except:



     (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes
or other Indebtedness;



     (b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in
Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not
increases) thereof with financial covenants no more restrictive than those existing on the
Effective Date;



     (c) accounts payable (for the deferred purchase price of Property or services) from time to
time incurred in the ordinary course of business which, if greater than 60 days past due, are being
contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been
established therefor;



     (d) Debt under Hedging Agreements which are for bona fide business purposes and are not
speculative;



     (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the
form that currently exists under the Holdings ABS Facility in existence as of the Effective Date;
provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding
after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA
for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor



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any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of
Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and
is continuing;



     (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries;
provided that (A) no Default or Event of Default (both before and after giving pro forma
effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is
at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date
(C) the Weighted Average Life to Maturity of such Debt is greater than the number of years
(calculated
to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan
Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield
facilities;



     (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness;
provided that in no event shall the aggregate principal amount of Capital Lease Obligations
and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent
(5%) of the Aggregate Commitments;



     (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary
course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of
its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an
Event of Default, provided that the aggregate outstanding amount of all cash surety bonds,
appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount
equal to five percent (5%) of the Aggregate Commitments;



     (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by
UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired,
pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than
from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at
any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D);



     (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a
Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of
its Subsidiaries (other than UCLP and its Subsidiaries);



     (k) other Debt not to exceed $15,000,000 in the aggregate;



     (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary
to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and
subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and



     (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign
Subsidiaries’ working capital and general business purposes.



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     Section 9.02 Liens. Neither it nor any of its Restricted Subsidiaries will create, incur, assume or permit to exist
any Lien on any of its Properties (now owned or hereafter acquired), except (herein referred to as
“Permitted Liens”):



     (a) Liens arising under the Security Instruments securing the payment of any Indebtedness;



     (b) Liens disclosed in Schedule 9.02;



     (c) Excepted Liens;



     (d) Liens on Property held or pledged in connection with an ABS Facility, provided
that such Liens do not extend to or cover any Property of UCLP or any of its Subsidiaries other
than the Property of ABS Subsidiaries involved in an ABS Facility;



     (e) Liens relating to Debt permitted under Sections 9.01(f), (g), (i) or (k), provided
that the aggregate amount of Debt secured by such Liens shall not exceed in the aggregate ten
percent (10%) of Consolidated Net Tangible Assets; provided further that such Liens
securing Debt permitted under Section 9.01(i) do not extend to or cover any Property other than the
Property that secured such Debt prior to the time it was acquired or assumed; provided
further that the Liens securing the Capital Lease Obligations and Purchase Money
Indebtedness must only encumber the Property under lease or purchased;



     (f) Liens relating to Debt permitted under Section 9.01(i); provided that the
aggregate amount of Debt secured by such Liens may not exceed $25,000,000; provided
further that such Liens securing Debt permitted under Section 9.01(i) do not extend to or
cover any Property other than the Property that secured such Debt prior to the time it was acquired
or assumed; and



     (g) Liens on assets of Foreign Subsidiaries under Foreign Credit Facilities.



     Section 9.03 Investments. Neither it nor any of its Restricted Subsidiaries will make any Investments in any Person,
except that, so long as no Event of Default has occurred and is continuing, the foregoing
restriction shall not apply to:



     (a) Investments in connection with any acquisition of wholly-owned assets, business units or
companies; provided, however, that (A) such wholly-owned assets, business units or
companies shall not be materially different than the lines of business of Holdings and its
Subsidiaries on the Effective Date, (B) such acquisition shall not be a hostile take over of a
company and (C) both before and after giving pro forma effect to such acquisition and the Debt
incurred to make such acquisition, no Default or Event of Default shall exist and be continuing;



     (b) Investments reflected in the financial statements described in Section 7.02 or which are
disclosed to the Lenders in Schedule 9.03;



     (c) accounts receivable arising in the ordinary course of business;



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     (d) direct obligations of the United States, Canada or any agency thereof, or obligations
guaranteed by the United States, Canada or any agency thereof, in each case maturing within one
year from the date of creation thereof;



     (e) commercial paper maturing within one year from the date of creation thereof rated no lower
than A2 or P2 as such rating is set forth by S&P or Moody’s, respectively;



     (f) deposits maturing within one year from the date of creation thereof with, including
certificates of deposit issued by, any Lender or any office located in the United States
of any other bank or trust company which is organized under the laws of the United States or
any state thereof, has capital, surplus and undivided profits aggregating at least $100,000,000.00
(as of the date of such Lender’s or bank or trust company’s most recent financial reports) and has
a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to
time, by S&P or Moody’s, respectively;



     (g) deposits in money market funds which invest 95% or more of its funds in Investments
described in Sections 9.03(d), 9.03(e) or 9.03(f);



     (h) Investments by it or by any of its Restricted Subsidiaries in any other Restricted
Subsidiary or in it;



     (i) Investments otherwise permitted by Sections 9.01 or 9.11;



     (j) other Investments not to exceed in the aggregate an amount equal to two and one-half
percent (2.5%) of Consolidated Net Tangible Assets; and



     (k) Investments in Unrestricted Subsidiaries not to exceed in the aggregate an amount equal to
fifteen (15%) of Consolidated Net Tangible Assets.



     Section 9.04 Dividends, Distributions and Redemptions. It will not declare or pay any dividend, purchase, redeem or otherwise acquire for value any of
its Equity Interests now or hereafter outstanding, return any capital to its unitholders or other
holders of its Equity Interests or make any distribution of their assets to its unitholders or such
other holders; except that so long as there shall exist no Default or Event of Default (both before
and after giving effect to the payment thereof), it will be permitted to make distributions as set
forth in the UCLP Partnership Agreement.



     Section 9.05 Nature of Business. Neither it nor any Material Domestic Subsidiary will allow any material change to be made in the
character of its business as compared to Holdings and any of its Subsidiaries as a whole as of the
Effective Date.



     Section 9.06 Mergers, Etc. Neither it nor any of its Restricted Subsidiaries will merge into or with or consolidate with
any other Person, or sell, lease or otherwise dispose of (whether in one transaction or in a series
of transactions) all or substantially all of its Property or Equity Interests of any of its
Restricted Subsidiaries to any other Person except that (a) any Restricted Subsidiary may be merged
into or consolidated with or sell, lease or otherwise dispose of all or substantially all of its
Property to (i) the Borrower or it, so long as the Borrower or it is the surviving business entity,
or (ii) another Restricted Subsidiary, (b) it or the Borrower, as



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applicable may merge into or
consolidate with any Person provided, in each case (i) immediately thereafter and giving
effect thereto, no event shall occur and be continuing which constitutes a Default or Event of
Default and (ii) it or the Borrower, as applicable is the surviving business entity and (c) any
Restricted Subsidiary of it
may liquidate, dissolve or sell so long as it determines in good faith that such liquidation,
dissolution or sale is in the best interest of it.



     Section 9.07 Proceeds of Notes; Letters of Credit. The Borrower will not permit the proceeds of the Notes or Letters of Credit to be used for any
purpose other than those permitted by Section 7.07. Neither the Borrower nor any Person acting on
behalf of the Borrower has taken or will take any action which might cause any of the Loan
Documents to violate Regulation T, U or X or any other regulation of the Board of Governors of the
Federal Reserve System or to violate Section 7 of the Exchange Act or any rule or regulation
thereunder, in each case as now in effect or as the same may hereinafter be in effect.



     Section 9.08 Sale or Discount of Receivables. Neither it nor any of its Restricted Subsidiaries will discount or sell (with or without
recourse) any of its notes receivable or accounts receivable, except in the ordinary course of
business.



     Section 9.09 Fiscal Year Change. It will not permit any change in its fiscal year.



     Section 9.10 Certain Financial Covenants.



     (a) Interest Coverage Ratio. UCLP will not permit its Interest Coverage Ratio as of
the last day of any Testing Period to be less than 2.50 to 1.00.



     (b) Total Leverage Ratio. UCLP will not permit its Total Leverage Ratio to be greater
than 5.00 to 1.00; provided that UCLP may increase its Total Leverage Ratio to be no
greater than 5.50 to 1.0 for up to two (2) fiscal quarters after the fiscal quarter in which a
Specified Acquisition occurs.



     Section 9.11 Sale of Properties. It will not, and will not permit any of its Restricted Subsidiaries to, sell, assign, convey or
otherwise transfer (excluding the granting of a Lien) any Property to any Person other than to it
or to any of its Restricted Subsidiaries, except it and any of its Restricted Subsidiaries:



     (a) may sell or otherwise dispose of any Property which, in the reasonable judgment of such
Person, is obsolete, worn out or otherwise no longer useful in the conduct of such Person’s
business;



     (b) may sell or lease inventory or equipment in the ordinary course of business;



     (c) may sell, lease, assign, exchange, convey or otherwise transfer Compression Assets to an
ABS Subsidiary so that it may become collateral for an ABS Facility;



     (d) may sell, lease, assign, exchange, convey or otherwise transfer Compression Assets to UCI
or any of UCI’s Subsidiaries pursuant to the Omnibus Agreement; and



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     (e) so long as no Event of Default has occurred and is continuing, may sell or otherwise
dispose of Property having a value of up to 10% of the book value of the total tangible assets of
it on a consolidated basis in any fiscal year.


provided that with respect to (c) and (e) above, (i) the fair market value is received, and
(ii) no Default or Event of Default will occur after giving effect to such sale on a pro forma
basis.




     Section 9.12 Environmental Matters. Neither it nor any of its Subsidiaries will cause or permit any of its Property to be in
violation of, or do anything or permit anything to be done which will subject any such Property to
any remedial obligations under any Environmental Laws, assuming disclosure to the applicable
Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to
such Property where such violations or remedial obligations would have a Material Adverse Effect.



     Section 9.13 Transactions with Affiliates. Except as set out in Schedule 9.13, neither it nor any of its Restricted Subsidiaries
will enter into any transaction, including, without limitation, any purchase, sale, lease or
exchange of Property or the rendering of any service, with any Affiliate unless such transactions
are otherwise permitted under this Agreement, are in the ordinary course of its business and are
upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm’s
length transaction with a Person not an Affiliate; provided that UCLP may enter into
transactions with Affiliates if such transactions have been approved by UCLP’s conflicts committee
pursuant to the procedures set forth in the UCLP Partnership Agreement.



     Section 9.14 Subsidiaries.



          (a) It shall not, and shall not permit any of its Restricted Subsidiaries to, create any
additional Subsidiaries except for (i) Restricted Subsidiaries resulting from future mergers or
acquisitions permitted hereunder, (ii) new Subsidiaries created by it in compliance with Section
9.03 and (iii) Restricted Subsidiaries created in connection with the reorganization of it or any
Restricted Subsidiary. Upon the creation of any new Restricted Subsidiaries, the Equity Interests
(to the extent certificated) shall be pledged as Collateral for this Agreement (subject to the 65%
limitation for first-tier Foreign Subsidiaries and excluding any Equity Interests in an ABS
Subsidiary); and




          (b) It shall not designate any Subsidiary as an Unrestricted Subsidiary, unless:




               (i) neither such Subsidiary nor any of its Subsidiaries has any Debt except Non-Recourse Debt;



               (ii) neither such Subsidiary nor any of its Subsidiaries is a party to any agreement,
arrangement, understanding or other transaction with UCLP or any Restricted Subsidiary, except
those agreements and other transactions entered into in writing in the ordinary course of business
at prices and on terms and conditions not less favorable to UCLP and each Restricted Subsidiary
than could be obtained on an arm’s-length basis from unrelated third parties;



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               (iii) neither such Subsidiary nor any of its Subsidiaries is a Guarantor or has any
outstanding Letter of Credit issued for its account;



               (iv) at the time of such designation and immediately after giving effect thereto, no Default
shall have occurred and be continuing;



               (v) it would have been in compliance with Section 9.10 on the last day of the most recently
ended fiscal quarter of it had such Subsidiary been an Unrestricted Subsidiary on such day;



               (vi) neither such Subsidiary nor any of its Subsidiaries owns any Debt (excluding any accounts
payable in the ordinary course of business) or Equity Interest of, or is the beneficiary of any
Lien on any property of, UCLP or any Restricted Subsidiary; and



               (vii) at or immediately prior to such designation, it delivers a certificate to the Lenders
certifying (y) the names of such Subsidiary and all of its Subsidiaries, and (z) that all
requirements of this Section 9.14(c) have been met for such designation.



     Section 9.15 Negative Pledge Agreements. Except as permitted by this Agreement, neither it nor any of its Restricted Subsidiaries will
create, incur, assume or permit to exist any contract or agreement (other than this Agreement and
the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation
or imposition of any Lien on any of its Property as may be required in connection with this
Agreement or restricts any of its Restricted Subsidiaries from paying dividends to the Borrower, or
which requires the consent of or notice to other Persons in connection therewith, except for any
such contract or agreement existing as of the Effective Date and any extensions, renewals or
replacements of any contracts or agreements permitted hereunder; provided that such
prohibitive terms of such contract or agreement are no more restrictive than the terms reflected in
such contract or agreement existing as of the Effective Date.



ARTICLE X

Events of Default; Remedies




     Section 10.01 Events of Default. One or more of the following events which continue beyond any applicable cure period shall
constitute an “Event of Default”:



     (a) the Borrower shall default in the payment or prepayment when due of any principal of or
interest on any Loan, or any reimbursement obligation for a disbursement made
under any Letter of Credit, or any fees or other amount payable by it hereunder or under any
Security Instrument and such default, other than a default of a payment or prepayment of principal
(which shall have no cure period), shall continue unremedied for a period of five (5) Business
Days; or



     (b) UCLP or any Restricted Subsidiary shall default in the payment when due of any principal
of or interest on any of its other Debt aggregating $10,000,000 or more, or any event or condition
occurs that results in such Debt becoming due prior to its scheduled maturity or that enables or
permits (with the giving of any notice, the lapse of time or both) the holder or holders



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of such
Debt or any trustee or agent on its or their behalf to cause such Debt to become due prior to its
scheduled maturity; or



     (c) any representation, warranty or certification made or deemed made herein or in any
Security Instrument by UCLP or any Subsidiary, or any certificate furnished to any Lender or the
Administrative Agent pursuant to the provisions hereof or any Security Instrument, shall prove to
have been false or misleading as of the time made or furnished in any material respect; or



     (d) (i) UCLP, the Borrower or any Guarantor shall default in the performance of any of their
obligations under this Agreement other than under Section 9.14 or ARTICLE VIII; or (ii) UCLP or any
Restricted Subsidiary shall default in the performance of any of its obligations under Section 9.14
or ARTICLE VIII or any Security Instrument (other than the payment of amounts due which are covered
by Section 10.01(a)) and such default shall continue unremedied for a period of thirty (30) days
after the earlier to occur of (A) notice thereof to the Borrower by the Administrative Agent or any
Lender (through the Administrative Agent), or (B) the Borrower otherwise becoming aware of such
default; or



     (e) UCLP, any Material Domestic Subsidiary or any Material Foreign Subsidiary shall admit in
writing its inability to, or be generally unable to, pay its debts as such debts become due; or



     (f) UCLP, any Material Domestic Subsidiary or any Material Foreign Subsidiary shall (i) apply
for or consent to the appointment of, or the taking of possession by, a receiver, custodian,
trustee or liquidator of itself or of all or a substantial part of its Property, (ii) make a
general assignment for the benefit of its creditors, (iii) commence a voluntary case under the
Bankruptcy Code, (iv) file a petition seeking to take advantage of any other law relating to
bankruptcy, insolvency, reorganization, winding-up, liquidation or composition or readjustment of
debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any
petition filed against it in an involuntary case under the Bankruptcy Code or (vi) take any
corporate action for the purpose of effecting any of the foregoing; or



     (g) a proceeding or case shall be commenced, without the application or consent of UCLP, any
Material Domestic Subsidiary or any Material Foreign Subsidiary, in any court of competent
jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the
composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian,
liquidator or the like of UCLP, any Material Domestic Subsidiary or any Material Foreign Subsidiary
of all or any substantial part of its assets, or (iii) similar relief in respect of UCLP, any
Material Domestic Subsidiary or any Material Foreign Subsidiary under any law relating to
bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such
proceeding or case shall continue undismissed, or an order, judgment or decree approving or
ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of
60 days; or (iv) an order for relief against UCLP, any Material Domestic Subsidiary or any Material
Foreign Subsidiary shall be entered in an involuntary case under the Bankruptcy Code; or



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     (h) a judgment or judgments for the payment of money in excess of insurance coverage
aggregating $10,000,000 or more at any one time outstanding shall be rendered by a court against
UCLP or any Restricted Subsidiary and the same shall not be discharged (or provision shall not be
made for such discharge), or a stay of execution thereof shall not be procured, within thirty (30)
days from the date of entry thereof and UCLP or such Restricted Subsidiary shall not, within said
period of 30 days, or such longer period during which execution of the same shall have been stayed,
appeal therefrom and cause the execution thereof to be stayed during such appeal; or



     (i) the Loan Documents after delivery thereof shall for any reason, except to the extent
permitted by the terms thereof, cease to be in full force and effect and valid, binding and
enforceable in accordance with their terms, or, with respect to the Security Instruments, shall
cease to create a valid and perfected Lien of the priority required thereby on any of the
Collateral purported to be covered thereby, except to the extent permitted by the terms of this
Agreement, or UCLP or any Restricted Subsidiary shall so state in writing; or



     (j) a Change in Control shall occur; or



     (k) an ERISA Event shall have occurred that, in the opinion of the Majority Lenders, when
taken together with all other ERISA Events that have occurred, could reasonably be expected to
result in liability of UCLP and any of its Restricted Subsidiaries in an aggregate amount exceeding
$5,000,000 for all periods.



     Section 10.02 Remedies.



     (a) In the case of an Event of Default other than one referred to in clauses (f) or (g) of
Section 10.01, the Administrative Agent, upon request of the Majority Lenders, shall, by notice to
the Borrower, cancel the Aggregate Commitments and/or declare the principal amount then outstanding
of, and the accrued interest on, the Loans and all other amounts payable by the Borrower hereunder
and under the Notes (including without limitation the payment of cash collateral to secure the LC
Exposure as provided in Section 2.07(d)(ii)) to be forthwith due and payable, whereupon such
amounts shall be immediately due and payable without presentment, demand, protest, notice of intent
to accelerate, notice of acceleration or other formalities of any kind, all of which are hereby
expressly waived by the Borrower.



     (b) In the case of the occurrence of an Event of Default referred to in clauses (f) or (g) of
Section 10.01, the Aggregate Commitments shall be automatically canceled and the principal amount
then outstanding of, and the accrued interest on, the Loans and all other
amounts payable by the Borrower hereunder and under the Notes (including without limitation,
the payment of cash collateral to secure the LC Exposure as provided in Section 2.07(d)(ii)) shall
become automatically immediately due and payable without presentment, demand, protest, notice of
intent to accelerate, notice of acceleration or other formalities of any kind, all of which are
hereby expressly waived by the Borrower.



     (c) Hedging Agreements between UCLP, the Borrower and any of its Subsidiaries and the
Administrative Agent or a Lender and/or any Lender Affiliate are secured by the Security
Instruments pari passu with all other Indebtedness. As such, proceeds from Security



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Instruments shall be shared pro rata on all Indebtedness. All proceeds applicable to the Loans and other
obligations under this Agreement and the other Loan Documents shall be applied, first to
reimbursement of expenses and indemnities provided for in this Agreement and the other Loan
Documents; second to accrued interest on the Loans; third to fees; fourth pro rata to principal
outstanding on the Loans and other Indebtedness and to serve as cash collateral to be held by the
Administrative Agent to secure the LC Exposure; and any excess shall be paid to the Borrower or as
otherwise required by any Governmental Requirement.



     (d) Acceleration and termination of all Hedging Agreements involving the Administrative Agent
or Lenders or the Lender Affiliates shall be governed by the terms of the Hedging Agreements.



ARTICLE XI

The Agents




     Section 11.01 Appointment; Powers. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as
its agent and authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other
Loan Documents, together with such actions and powers as are reasonably incidental thereto.



     Section 11.02 Duties and Obligations of Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set
forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the
Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing (the use of the term “agent” herein and in the
other Loan Documents with reference to the Administrative Agent is not intended to connote any
fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable
law; rather, such term is used merely as a matter of market custom, and is intended to create or
reflect only an administrative relationship between independent contracting parties), (b) the
Administrative Agent shall have no duty to take any discretionary action or exercise any
discretionary powers, except as provided in Section 11.03, and (c) except as expressly set forth
herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for
the failure to disclose, any information relating to UCLP or any of its Subsidiaries that is
communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates
in any capacity. The Administrative Agent shall be deemed not to have knowledge of any Default
unless and until written notice thereof is given to the Administrative Agent by the Borrower or a
Lender, and shall not be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with this Agreement or any other
Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder
or under any other Loan Document or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set forth herein or in
any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document, (v) the
satisfaction of any condition set forth in ARTICLE VI or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Administrative Agent or as to those
conditions precedent expressly required to be to the Administrative Agent’s satisfaction, (vi) the



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existence, value, perfection or priority of any collateral security or the financial or other
condition of UCLP and its Subsidiaries or any other obligor or guarantor, or (vii) any failure by
UCLP, the Borrower or any other Person (other than itself) to perform any of its obligations
hereunder or under any other Loan Document or the performance or observance of any covenants,
agreements or other terms or conditions set forth herein or therein. For purposes of determining
compliance with the conditions specified in ARTICLE VI, each Lender shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or other matter required
thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the
Administrative Agent shall have received written notice from such Lender prior to the proposed
closing date specifying its objection thereto.



     Section 11.03 Action by Administrative Agent. The Administrative Agent shall have no duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly contemplated hereby or by
the other Loan Documents that the Administrative Agent is required to exercise in writing as
directed by the Majority Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 12.02) and in all cases the Administrative
Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan
Documents unless it shall (a) receive written instructions from the Majority Lenders or the
Lenders, as applicable, (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 12.02) specifying the action to be taken and (b) be
indemnified to its satisfaction by the Lenders against any and all liability and expenses which may
be incurred by it by reason of taking or continuing to take any such action. The instructions as
aforesaid and any action taken or failure to act pursuant thereto by the Administrative Agent shall
be binding on all of the Lenders. If a Default has occurred and is continuing, then the
Administrative Agent shall take such action with respect to such Default as shall be directed by
the requisite Lenders in the written instructions (with indemnities) described in this Section
11.03, provided that, unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default as it shall deem advisable in the
best interests of the Lenders. In no event, however, shall the Administrative Agent be required to
take any action which exposes the Administrative Agent to personal liability or which is contrary
to this Agreement, the Loan Documents or applicable law. If a Default has occurred
and is continuing, neither the Syndication Agent nor the Co-Documentation Agents shall have any
obligation to perform any act in respect thereof. The Administrative Agent shall not be liable for
any action taken or not taken by it with the consent or at the request of the Majority Lenders or
the Lenders (or such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 12.02), and otherwise the Administrative Agent shall not be
liable for any action taken or not taken by it hereunder or under any other Loan Document or under
any other document or instrument referred to or provided for herein or therein or in connection
herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or
willful misconduct.



     Section 11.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other
writing believed by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely



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upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any liability for relying
thereon and each of UCLP, the Borrower, the Lenders and the Issuing Bank hereby waives the right to
dispute the Administrative Agent’s record of such statement, except in the case of gross negligence
or willful misconduct by the Administrative Agent. The Administrative Agent may consult with legal
counsel (who may be counsel for UCLP or the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts. The Administrative Agent may deem and
treat the payee of any Note as the holder thereof for all purposes hereof unless and until a
written notice of the assignment or transfer thereof permitted hereunder shall have been filed with
the Administrative Agent.



     Section 11.05 Subagents. The Administrative Agent may perform any and all its duties and exercise its rights and powers
by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the preceding Sections of
this ARTICLE XI shall apply to any such sub-agent and to the Related Parties of the Administrative
Agent and any such sub-agent, and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities as Administrative
Agent.



     Section 11.06 Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in
this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the
Issuing Bank and the Borrower, and the Administrative Agent may be removed at any time with or
without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders
shall have the right, in consultation with the Borrower, to appoint a successor. If no successor
shall have been so appointed by the Majority Lenders and shall have accepted such appointment
within 30 days after the retiring Agent gives notice of its resignation or
removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and the
Issuing Bank, appoint a successor Agent. Upon the acceptance of its appointment as Agent hereunder
by a successor, such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations hereunder. The fees payable by UCLP and the Borrower to a successor Agent
shall be the same as those payable to its predecessor unless otherwise agreed between UCLP or the
Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this
ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such retiring Agent, its
sub-agents and their respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Agent.



     Section 11.07 Agents as Lenders. Each bank serving as an Agent hereunder shall have the same rights and powers in its capacity as
a Lender as any other Lender and may exercise the same as though it were not an Agent, and such
bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of
business with UCLP or any Subsidiary or other Affiliate thereof as if it were not an Agent
hereunder.



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     Section 11.08 No Reliance. Each Lender acknowledges that it has, independently and without reliance upon the Administrative
Agent, any other Agent or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement and each
other Loan Document to which it is a party. Each Lender also acknowledges that it will,
independently and without reliance upon the Administrative Agent, any other Agent or any other
Lender and based on such documents and information as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or based upon this
Agreement, any other Loan Document, any related agreement or any document furnished hereunder or
thereunder. The Agents shall not be required to keep themselves informed as to the performance or
observance by UCLP or any of its Subsidiaries of this Agreement, the Loan Documents or any other
document referred to or provided for herein or to inspect the Properties or books of UCLP or its
Subsidiaries. Except for notices, reports and other documents and information expressly required
to be furnished to the Lenders by the Administrative Agent hereunder, no Agent or the Joint Lead
Arrangers shall have any duty or responsibility to provide any Lender with any credit or other
information concerning the affairs, financial condition or business of UCLP or the Borrower (or any
of their Affiliates) which may come into the possession of such Agent or any of its Affiliates. In
this regard, each Lender acknowledges that Vinson & Elkins L.L.P. is acting in this transaction as
special counsel to the Administrative Agent only, except to the extent otherwise expressly stated
in any legal opinion or any Loan Document. Each other party hereto will consult with its own legal
counsel to the extent that it deems necessary in connection with the Loan Documents and the matters
contemplated therein.



     Section 11.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to UCLP
or any of its Subsidiaries, the Administrative Agent (irrespective of whether the principal of any
Loan shall then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall
be entitled and empowered, by intervention in such proceeding or otherwise:



          (a) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans and all other Indebtedness that are owing and unpaid and to file
such other documents as may be necessary or advisable in order to have the claims of the Lenders
and the Administrative Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders and the Administrative Agent and their respective agents
and counsel and all other amounts due the Lenders and the Administrative Agent under Section 12.03)
allowed in such judicial proceeding; and




          (b) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender to make such payments to the
Administrative Agent and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Administrative Agent


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and its agents and counsel, and any other amounts due the Administrative Agent under Section 12.03.



Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement,
adjustment or composition affecting the Indebtedness or the rights of any Lender or to authorize
the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.




     Section 11.10 Authority of Administrative Agent to Release Collateral and Liens. Each Lender and the Issuing Bank hereby authorizes the Administrative Agent to release any
collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.
Each Lender and the Issuing Bank hereby authorizes the Administrative Agent to execute and deliver
to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens,
termination statements, assignments or other documents reasonably requested by the Borrower in
connection with any sale or other disposition of Property to the extent such sale or other
disposition is permitted by the terms of Section 9.11 or is otherwise authorized by the terms of
the Loan Documents.



     Section 11.11 The Joint Lead Arrangers, the Syndication Agent and the Co-Documentation
Agents. The Joint Lead Arrangers, the Syndication Agent and the Co-Documentation Agents shall have no
duties, responsibilities or liabilities under this Agreement and the other Loan Documents other
than their duties, responsibilities and liabilities in their capacity as Lenders hereunder.



ARTICLE XII

Miscellaneous




     Section 12.01 Notices. All notices and other communications provided for herein and in the other Loan Documents
(including, without limitation, any modifications of, or waivers or consents under, this Agreement
or the other Loan Documents) shall be given or made by telex, telecopy, courier, U.S. Mail or in
writing and telexed, telecopied, mailed or delivered to the intended recipient at the “Address for
Notices” specified below its name on the signature pages hereof or in the other Loan Documents,
except that for notices and other communications to the Administrative Agent other than payment of
money, the Borrower need only send such notices and communications to the Administrative Agent care
of the Houston address of Wachovia; or, as to any party, at such other address as shall be
designated by such party in a notice to each other party. Except as otherwise provided in this
Agreement or in the other Loan Documents, all such communications shall be deemed to have been duly
given when transmitted, if transmitted before 1:00 p.m. local time on a Business Day (otherwise on
the next succeeding Business Day) by telex or telecopier and evidence or confirmation of receipt is
obtained, or personally delivered or, in the case of a mailed notice, three (3) Business Days after
the date deposited in the mails, postage prepaid, in each case given or addressed as aforesaid.



     Section 12.02 Waivers; Amendments.



          (a) No failure on the part of the Administrative Agent, any other Agent, the Issuing Bank or
any Lender to exercise and no delay in exercising, and no course of
dealing with 


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respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right,
power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, power or privilege under any of the Loan Documents
preclude any other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank
and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive
of any rights or remedies that they would otherwise have. No waiver of any provision of this
Agreement or any other Loan Document or consent to any departure by UCLP or the Borrower therefrom
shall in any event be effective unless the same shall be permitted by Section 12.02(b), and then
such waiver or consent shall be effective only in the specific instance and for the purpose for
which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of
a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the
Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or
knowledge of such Default at the time.




          (b) Neither this Agreement nor any provision hereof nor any Security Instrument nor any
provision thereof may be amended, modified or waived except with the Borrower’s and the Majority
Lenders’ prior written consent or by the Borrower and the Administrative Agent’s consent with the
consent of the Majority Lenders; provided that (i) no amendment, modification or waiver
that forgives or reduces the principal amount of any Indebtedness or Letter of Credit reimbursement
obligation outstanding under this Agreement, releases all or substantially all of the Collateral
(excluding sales of Properties permitted hereunder) or the Guarantors, affects Sections 4.01,
10.02(c), 12.02 or 12.04 or permits an Interest Period with a duration in excess of six months or
modifies the definition of “Majority Lenders” shall be effective without consent of all
Lenders; (ii) no amendment, modification or waiver which extends any scheduled payment date or the
final maturity of the Term Loans, reduces the interest rate applicable to the Term Loans or the
fees payable to the Term Loan Lenders or extends the time for payment of such interest or fees
shall be effective without the consent of all the Term Loan Lenders (in lieu of the consent of the
Majority Lenders); (iii) no amendment, modification or waiver which extends any scheduled payment
date or the Revolving Credit Maturity Date, reduces the interest rate applicable to the Revolving
Loans or the fees payable to the Revolving Lenders or extends the time for payment of such interest
or fees shall be effective without the consent of all the Revolving Lenders (in lieu of the consent
of the Majority Lenders); (iv) no amendment, modification or waiver which increases the Revolving
Commitment or the Term Commitment of any Lender shall be effective without the consent of such
Lender; and (v) no amendment, modification or waiver which modifies the rights, duties or
obligations of the Administrative Agent shall be effective without the consent of the
Administrative Agent.




     Section 12.03 Expenses, Indemnity; Damage Waiver.



     (a) The Borrower agrees:



     (i) whether or not the Transactions hereby contemplated are consummated, to pay all reasonable
expenses of the Administrative Agent in the administration (both before and after the execution
hereof and including advice of counsel as to the rights and duties of the Administrative Agent and
the Lenders with respect thereto) of, and in connection with the negotiation,



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syndication,
investigation, preparation, execution and delivery of, recording or filing of, preservation of
rights under, enforcement of, and refinancing, renegotiation or restructuring of, the Loan
Documents and any amendment, waiver or consent, whether or not effective, relating thereto
(including, without limitation, travel, photocopy, mailing, courier, telephone and other similar
expenses of the Administrative Agent, ongoing Collateral monitoring and protection, Collateral
releases and workout matters, the cost of environmental audits, surveys and appraisals, the
reasonable fees and disbursements of counsel and other outside consultants for the Administrative
Agent and, in the case of enforcement, the reasonable fees and disbursements of counsel for the
Administrative Agent and any of the Lenders); and promptly reimburse the Administrative Agent for
all amounts expended, advanced or incurred by the Administrative Agent or the Lenders to satisfy
any obligation of the Borrower under this Agreement or any Security Instrument, including without
limitation, all costs and expenses of foreclosure;



     (ii) to indemnify the Administrative Agent and each Lender and each Lender
Affiliate and each of their officers, directors, employees, representatives, Administrative Agent,
attorneys, accountants, investment advisors, agents, trustees and experts (“Indemnified
Parties”) from, hold each of them harmless against and promptly upon demand pay or reimburse
each of them for, the Indemnity Matters which may be incurred by or asserted against or involve any
of them (whether or not any of them is designated a party thereto) as a result of, arising out of
or in any way related to (a) any actual or proposed use by the Borrower of the proceeds of any of
the Loans or Letters of Credit, (b) the execution, delivery and performance of the Loan Documents,
(c) the operations of the business of UCLP, the Borrower and its Subsidiaries, (d) the failure of
UCLP, the Borrower or any Subsidiary to comply with the terms of any Security Instrument or this
Agreement, or with any Governmental Requirement, (e) any inaccuracy of any representation or any
breach of any warranty of UCLP or the Borrower set forth in any of the Loan Documents, (f) the
issuance, execution and delivery or transfer of or payment or failure to pay under any Letter of
Credit, (g) the payment of a drawing under any Letter of Credit notwithstanding the non-compliance,
non-delivery or other improper presentation of the manually executed draft(s) and certification(s),
(h) any assertion that the Lenders were not entitled to receive the proceeds received pursuant to
the Security Instruments or (i) any other aspect of the Loan Documents, including, without
limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in
connection with investigating, defending or preparing to defend any such action, suit, proceeding
(including any investigations, litigation or inquiries) or claim and including all Indemnity
Matters arising by reason of the ordinary negligence of any Indemnified Party, but excluding all
Indemnity Matters arising solely by reason of claims between the Lenders or any Lender and the
Administrative Agent or a Lender’s shareholders against the Administrative Agent or Lender or by
reason of the gross negligence or willful misconduct on the part of such Indemnified Party;
and



     (iii) to indemnify and hold harmless from time to time the Indemnified Parties
from and against any and all losses, claims, cost recovery actions,



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administrative orders or
proceedings, damages and liabilities to which any such Person may become subject (a) under any
Environmental Law applicable to UCLP, the Borrower or any Subsidiary or any of their Properties,
including without limitation, the treatment or disposal of hazardous substances on any of their
Properties, (b) as a result of the breach or non-compliance by UCLP, the Borrower or any Subsidiary
with any Environmental Law applicable to UCLP, the Borrower or any Subsidiary, (c) due to past
ownership by UCLP, the Borrower or any Subsidiary of any of their Properties or past activity on
any of their Properties which, though lawful and fully permissible at the time, could result in
present liability, (d) the presence, use, release, storage, treatment or disposal of hazardous
substances on or at any of the Properties owned or operated by UCLP, the Borrower or any
Subsidiary, or (e) any other environmental, health or safety condition in connection with the Loan
 Documents; provided, however, no indemnity shall be afforded under this
Section 12.03(a)(iii) in respect of any Property for any occurrence arising from
the acts or omissions of any Indemnified Party after the date which UCLP, the Borrower or any
Subsidiary is divested of ownership of such Property (whether by foreclosure or deed in lieu of
foreclosure, as mortgagee-in-possession or otherwise).



     (b) To the extent that the Borrower fails to pay any amount required to be paid by it to any
Agent, any Joint Lead Arranger or the Issuing Bank under Section 12.03(a), but without affecting
such payment obligations of the Borrower, each Revolving Lender severally agrees to pay to such
Agent, Joint Lead Arranger or the Issuing Bank, as the case may be, such Revolving Lender’s
Applicable Percentage (determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense
or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred
by or asserted against such Agent, Joint Lead Arranger or the Issuing Bank in its capacity as such.



     (c) No Indemnified Party may settle any claim to be indemnified without the consent of the
indemnitor, such consent not to be unreasonably withheld; provided, that the indemnitor may
not reasonably withhold consent to any settlement that an Indemnified Party proposes, if the
indemnitor does not have the financial ability to pay all its obligations outstanding and asserted
against the indemnitor at that time, including the maximum potential claims against the Indemnified
Party to be indemnified pursuant to this Section 12.03.



     (d) In the case of any indemnification hereunder, the Administrative Agent or Lender, as
appropriate shall give notice to the Borrower of any such claim or demand being made against the
Indemnified Party and the Borrower shall have the non-exclusive right to join in the defense
against any such claim or demand provided that if the Borrower provides a defense, the
Indemnified Party shall bear its own cost of defense unless there is a conflict between the
Borrower and such Indemnified Party.



     (e) The foregoing indemnities shall extend to the Indemnified Parties
notwithstanding the sole or concurrent negligence of every kind or character whatsoever, whether
active or passive, whether an affirmative act or an 



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omission, including without limitation, all
types of negligent conduct identified in the restatement (second) of torts of one or more of the
Indemnified Parties or by reason of strict liability imposed without fault on any one or more of
the Indemnified Parties. To the extent that an Indemnified Party is found to have committed an act
of gross negligence or willful misconduct, this contractual obligation of indemnification shall
continue but shall only extend to the portion of the claim that is deemed to have occurred by
reason of events other than the gross negligence or willful misconduct of the Indemnified
Party.



     (f) The Borrower’s obligations under this Section 12.03 shall be its joint and several
obligations and shall survive any termination of this Agreement and the payment of the Notes and
shall continue thereafter in full force and effect.



     (g) The Borrower shall pay any amounts due under this Section 12.03 within thirty (30) days of
the receipt by the Borrower of notice of the amount due.



     Section 12.04 Successors and Assigns.



     (a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.



     (b) Neither UCLP nor the Borrower may assign its rights or obligations hereunder or under the
Notes or any Letters of Credit without the prior consent of all of the Lenders and the
Administrative Agent.



     (c) Any Lender may assign to one or more assignees, all or a portion of its rights and
obligations under this Agreement pursuant to an Assignment and Assumption substantially in the form
of Exhibit E upon the written consent (which consent shall not be unreasonably withheld) of
(A) with respect to the Revolving Credit Facility only, the Administrative Agent, provided
that no such consent shall be required for an assignment to an assignee that is an Affiliate (as
defined in clause (a) of the definition of “Affiliate”) of such Revolving Lender, or
a Revolving Lender immediately prior to giving effect to such assignment, (B) with respect to the
Term Loan Credit Facility only, the Administrative Agent, provided that no such consent
shall be required for an assignment to an assignee that is an Affiliate (as defined in clause (a)
of the definition of “Affiliate”) of such Revolving Lender
or a Revolving Lender
immediately prior to giving effect to such assignment, (C) the Issuing Banks (with respect to the
Revolving Credit Facility only), (D) with respect to the Revolving Credit Facility only, the
Borrower, provided that no such consent shall be required for an assignment to an assignee
that is an Affiliate (as defined in clause (a) of the definition of “Affiliate”) of such Term Loan
Lender, a Related Fund or a Term Loan Lender immediately prior to giving effect to such assignment,
or if an Event of Default has occurred and is continuing, any other assignee and (E) with respect
to the Term Loan Credit Facility only, the Borrower, provided that no such consent shall be
required for an assignment to an assignee that is an Affiliate (as defined in clause (a) of the
definition of “Affiliate”) of such Term Loan Lender, a Related Fund or a Term Loan Lender
immediately prior to giving effect to such assignment; provided, however, that (i)
any such assignment shall be in the amount of at least $5,000,000 with respect to the Revolving
Credit Facility and at least $1,000,000 with respect to the Term Loan Facility or such lesser
amount to



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which such Borrower has consented, with Related Funds treated as one assignee for
purposes of determining compliance with such minimum assignment amount; (ii) the assignee or
assignor shall pay to the Administrative Agent a processing and recordation fee of $3,500 for each
assignment; provided that only $3,500 shall be payable in connection with simultaneous
assignments to or by two or more Related Funds; (iii) any assignee shall not be a competitor of
UCLP or any of its Subsidiaries in any of the lines of business permitted under Section 9.05; and
(iv) notwithstanding anything to the contrary contained in this Agreement, if such assignment is
made at a time when an Event of Default has occurred and is continuing, the Borrower shall have the
right to withhold all Taxes required by law to be withheld from payments made hereunder, and shall
pay such Taxes to the relevant taxing authority or other Governmental Authority in accordance with
applicable law. Any such assignment will become effective upon the execution
and delivery to the Administrative Agent of the Assignment and Assumption and the consent, if
required above, of the Administrative Agent, the Issuing Banks and, unless an Event of Default has
occurred and is continuing, the Borrower. Promptly after receipt of an executed Assignment and
Assumption, the Administrative Agent shall send to the Borrower a copy of such executed Assignment
and Assumption. Upon receipt of such executed Assignment and Assumption, the Borrower, will, at
its own expense, execute and deliver new Notes to the assignor and/or assignee, as appropriate, in
accordance with their respective interests as they appear. Upon the effectiveness of any
assignment pursuant to this Section 12.04(c), the assignee will become a “Lender,” if not already a
“Lender,” for all purposes of this Agreement and the Security Instruments. The assignor shall be
relieved of its obligations hereunder to the extent of such assignment (and if the assigning Lender
no longer holds any rights or obligations under this Agreement, such assigning Lender shall cease
to be a “Lender” hereunder except that its rights under Sections 5.01, 5.02, 5.03 and 12.03 shall
not be affected). The Administrative Agent, acting as an agent of the Borrower, shall maintain at
one of its offices a copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the principal amount of the Loans and LC
Exposure owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”). No assignment shall be effective for purposes of this Agreement unless it has
been recorded in the Register.



     (d) Each Lender may transfer, grant or assign participations in all or any part of such
Lender’s interests hereunder pursuant to this Section 12.04(d) to any Person that satisfies the
requirements of Section 12.04(c)(iii), provided that: (i) such Lender shall remain a
“Lender” for all purposes of this Agreement and the transferee of such participation shall not
constitute a “Lender” hereunder; and (ii) no participant under any such participation shall have
rights to approve any amendment to or waiver of any of the Loan Documents; provided that
such participation agreement may provide that such Lender will not, without the consent of the
participant, agree to any amendment, modification or waiver described in clauses (i), (ii) or (iii)
of the proviso to Section 12.02(b) that affects such participant, and all amounts payable by the
Borrower hereunder shall be determined as if such Lender had not sold such participation,
provided that such participant shall be entitled to receive additional amounts under
ARTICLE V on the same basis as if it were a Lender and be indemnified under Section 12.03 as if it
were a Lender. In addition, each agreement creating any participation must include an agreement by
the participant to be bound by the provisions of Section 12.11.



     (e) The Lenders may furnish any information concerning the Borrower in the possession of the
Lenders from time to time to assignees and participants (including prospective



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assignees and
participants); provided that, such Persons agree to be bound by the provisions of Section
12.11.



     (f) Notwithstanding anything in this Section 12.04 to the contrary, any Lender may at any time
pledge or assign a security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including, without limitation, any pledge or assignment to
secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder or substitute any
such pledgee or assignee for such Lender as a party hereto.



     (g) Notwithstanding any other provisions of this Section 12.04, no transfer or assignment of
the interests or obligations of any Lender or any grant of participations therein shall be
permitted if such transfer, assignment or grant would require the Borrower to file a registration
statement with the SEC or to qualify the Loans under the “Blue Sky” laws of any state.



     Section 12.05 Survival; Revival; Reinstatement.



          (a) All covenants, agreements, representations and warranties made by the Borrower herein and
in the certificates or other instruments delivered in connection with or pursuant to this Agreement
or any other Loan Document shall be considered to have been relied upon by the other parties hereto
and shall survive the execution and delivery of this Agreement and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any such other party or
on its behalf and notwithstanding that the Administrative Agent, any other Agent, the Issuing Bank
or any Lender may have had notice or knowledge of any Default or incorrect representation or
warranty at the time any credit is extended hereunder, and shall continue in full force and effect
as long as the principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Aggregate Commitments have not expired or terminated. The provisions of ARTICLE V,
ARTICLE XI and Section 12.03 shall survive and remain in full force and effect regardless of the
consummation of the Transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Aggregate Commitments or the termination of this
Agreement, any other Loan Document or any provision hereof or thereof.




          (b) To the extent that any payments on the Indebtedness or proceeds of any collateral are
subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be
repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law,
common law or equitable cause, then to such extent, the Indebtedness so satisfied shall be revived
and continue as if such payment or proceeds had not been received and the Administrative Agent’s
and the Lenders’ Liens, security interests, rights, powers and remedies under this Agreement and
each Loan Document shall continue in full force and effect. In such event, each Loan Document
shall be automatically reinstated and UCLP and the Borrower shall take such action as may be
reasonably requested by the Administrative Agent and the Lenders to effect such reinstatement.

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     Section 12.06 Counterparts; Integration; Effectiveness.



          (a) This Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute one and the same instrument.




          (b) This Agreement, the other Loan Documents and any separate letter agreements
with respect to fees payable to the Administrative Agent embody the entire agreement and understanding among the parties relating to the subject
matter hereof and thereof and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof and thereof. This Agreement and the other Loan
Documents represent the final agreement among the parties hereto and thereto and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.
There are no unwritten oral agreements between the parties.




          (c) Except as provided in Section 6.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent shall have
received counterparts hereof which, when taken together, bear the signatures of each of the other
parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart of a signature
page of this Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.




     Section 12.07 Severability. Any provision of this Agreement or any other Loan Document held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.



          Section 12.08 Right of Setoff. The Borrower agrees that, in addition to (and without limitation of) any right of set-off,
bankers’ lien or counterclaim a Lender may otherwise have, each Lender shall have the right and be
entitled (after consultation with the Administrative Agent), at its option, to offset balances held
by it or by any of its Affiliates for account of the Borrower at any of its offices, in dollars or
in any other currency, against any principal of or interest on any of such Lender’s Loans, or any
other amount payable to such Lender hereunder, which is not paid when due (including applicable
grace periods) (regardless of whether such balances are then due to the Borrower), in which case it
shall promptly notify the Borrower and the Administrative Agent thereof, provided that such
Lender’s failure to give such notice shall not affect the validity thereof. Notwithstanding
anything to the contrary contained in this Agreement, the Lenders hereby agree that they shall not
set off any funds in any lock boxes whatsoever in connection with this Agreement, except for such
lock boxes which may be established in connection with this Agreement.

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     Section 12.09 Governing Law; Jurisdiction; Consent to Service of
Process.



     (a) This Agreement and the Notes shall be governed by, and construed in
accordance with, the laws of the State of Texas except to the extent that United States federal law
permits any Lender to charge interest at the rate allowed by the laws of the state where such Lender is located. Ch. 346 of the Texas
Finance Code (which regulates certain revolving credit loan accounts and revolving tri-party
accounts) shall not apply to this Agreement or the Notes.



     (b) Any legal action or proceeding with respect to the Loan Documents shall be
brought in the courts of the State of Texas or of the United States of America for the Southern
District of Texas, and, by execution and delivery of this Agreement, each of UCLP and the Borrower
hereby accepts for itself and (to the extent permitted by law) in respect of its Property,
generally and unconditionally, the jurisdiction of the aforesaid courts. Each of UCLP and the
Borrower hereby irrevocably waives any objection, including, without limitation, any objection to
the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter
have to the bringing of any such action or proceeding in such respective jurisdictions. This
submission to jurisdiction is non-exclusive and does not preclude the Administrative Agent or any
Lender from obtaining jurisdiction over UCLP or the Borrower in any court otherwise having
jurisdiction.



     (c) Each of UCLP and the Borrower irrevocably consents to the service of process
of any of the aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to UCLP and the Borrower at its address
located on the signature page hereto or as updated from time to time, such service to become
effective thirty (30) days after such mailing. 



     (d) Nothing herein shall affect the right of the Administrative Agent or any
Lender or any holder of a Note to serve process in any other manner permitted by law or to commence
legal proceedings or otherwise proceed against UCLP or the Borrower in any other jurisdiction.



     (e) Each of UCLP, the Borrower and each Lender hereby (i) irrevocably and
unconditionally waive, to the fullest extent permitted by law, trial by jury in any legal action or
proceeding relating to this Agreement or any other Loan Document and for any counterclaim therein;
(ii) irrevocably waive, to the maximum extent not prohibited by law, any right it may have
to claim or recover in any such litigation any special, exemplary, punitive or consequential
damages, or damages other than, or in addition to, actual damages; (iii) certify that no
party hereto nor any representative of the Administrative Agent or counsel for any party hereto has
represented, expressly or otherwise, or implied that such party would not, in the event of
litigation, seek to enforce the foregoing waivers, and (iv) acknowledge that it has been
induced to enter into this 



-78-









 







Agreement, the other Loan Documents and the transactions contemplated
hereby and thereby by, among other things, the mutual waivers and certifications contained in this
Section 12.09.



     Section 12.10 Headings. Article and Section headings and the Table of Contents used herein are for convenience of
reference only, are not part of this Agreement and shall not affect the construction of, or be
taken into consideration in interpreting, this Agreement.



     Section 12.11 Confidentiality. For the purposes of this Section 12.11, “Confidential Information” means information
about UCLP or the Borrower furnished by UCLP or the Borrower or their Affiliates (collectively, the
“Disclosing Parties”) to the Administrative Agent or any of the Lenders, including, but not
limited to, any actual or pending agreement, business plans, budgets, projections, ecological data
and accounting records, financial statements, or other financial data of any kind, any title
documents, reports or other information relating to matters of title, any projects or plans,
whether actual or prospective, and any other documents or items embodying any such Confidential
Information; provided that such term does not include information that (a) was publicly
known or otherwise known prior to the time of such disclosure, (b) subsequently becomes publicly
known through no act or omission by the Administrative Agent or the Lenders or any Person acting on
behalf thereof, (c) otherwise becomes known to the Administrative Agent or Lenders other than
through disclosure by the Disclosing Parties or a party known to be subject to a confidentiality
agreement or (d) constitutes financial statements delivered to the Administrative Agent and the
Lenders under Section 8.01(a) that are otherwise publicly available. The Administrative Agent and
the Lenders will maintain the confidentiality of such Confidential Information delivered to (i)
such Person, provided that each such Person (a “Restricted Person”) may deliver or
disclose Confidential Information to such Restricted Person’s directors, officers, employees,
agents, attorneys investment advisors, trustees and Affiliates, who agree to hold confidential the
Confidential Information substantially in accordance with the terms of this Section 12.11, (ii)
such Restricted Person’s financial advisors and other professional advisors who agree to hold
confidential the Confidential Information substantially in accordance with the terms of this
Section 12.11, (iii) any other Lender, (iv) any pledgee referred to in Section 12.04, any potential
assignee or any assignee to which such Restricted Person sells or offers to sell its Note or any
part thereof or any participation potential participation therein (if such Person has agreed in
writing prior to its receipt of such Confidential Information to be bound by the provisions of this
Section 12.11), (v) any Person from which such Restricted Person offers to purchase any security of
the Borrower (if such Person has agreed in writing prior to its receipt of such Confidential
Information to be bound by the provisions of this Section 12.11), (vi) any Governmental Authority
having jurisdiction or any self-regulatory body claiming to have authority over such Restricted
Person, (vii) the National Association of Insurance Commissioners or any similar organization, or
any nationally recognized rating agency that requires access to information about such Restricted
Person’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may
be necessary or appropriate (A) to effect compliance with any Governmental Requirement applicable
to such Restricted Person, (B) in response to any subpoena or other legal process, (C) in
connection with any litigation to which such Restricted Person is a party or (D) if an Event of
Default has occurred and is continuing, to the extent such Restricted Person may reasonably
determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the
protection of its rights and remedies under the Notes and this Agreement. Each Lender, by



-79-









 







its acceptance of a Note or a participation agreement, will be deemed to have agreed to be bound by and
to be entitled to the benefits of this Section 12.11 as though it were a party to this Agreement.
On reasonable request by UCLP or
the Borrower in connection with the delivery to any Lender of information required to be delivered
to such Lender under this Agreement or requested by such Lender (other than a Lender that is a
party to this Agreement or its nominee), such Lender will enter into an agreement with UCLP or the
Borrower embodying the provisions of this Section 12.11. UCLP and the Borrower waive (on their own
behalf and on behalf of their Subsidiaries) any and all other rights they (or their Subsidiaries)
may have to confidentiality as against the Administrative Agent and the Lenders arising by or under
any contract, agreement, statute or law except as expressly stated in this Section 12.11.



     Section 12.12 Interest Rate Limitation. It is the intention of the parties hereto that each Lender shall conform strictly to usury laws
applicable to it. Accordingly, if the Transactions contemplated hereby would be usurious as to any
Lender under laws applicable to it (including the laws of the United States of America and the
State of Texas or any other jurisdiction whose laws may be mandatorily applicable to such Lender
notwithstanding the other provisions of this Agreement), then, in that event, notwithstanding
anything to the contrary in any of the Loan Documents or any agreement entered into in connection
with or as security for the Notes, it is agreed as follows: (i) the aggregate of all consideration
which constitutes interest under law applicable to any Lender that is contracted for, taken,
reserved, charged or received by such Lender under any of the Loan Documents or agreements or
otherwise in connection with the Notes shall under no circumstances exceed the maximum amount
allowed by such applicable law, and any excess shall be canceled automatically and if theretofore
paid shall be credited by such Lender on the principal amount of the Indebtedness (or, to the
extent that the principal amount of the Indebtedness shall have been or would thereby be paid in
full, refunded by such Lender to the Borrower); and (ii) in the event that the maturity of the
Notes is accelerated by reason of an election of the holder thereof resulting from any Event of
Default under this Agreement or otherwise, or in the event of any required or permitted prepayment,
then such consideration that constitutes interest under law applicable to any Lender may never
include more than the maximum amount allowed by such applicable law, and excess interest, if any,
provided for in this Agreement or otherwise shall be canceled automatically by such Lender as of
the date of such acceleration or prepayment and, if theretofore paid, shall be credited by such
Lender on the principal amount of the Indebtedness (or, to the extent that the principal amount of
the Indebtedness shall have been or would thereby be paid in full, refunded by such Lender to the
Borrower). All sums paid or agreed to be paid to any Lender for the use, forbearance or detention
of sums due hereunder shall, to the extent permitted by law applicable to such Lender, be
amortized, prorated, allocated and spread throughout the stated term of the Loans evidenced by the
Notes until payment in full so that the rate or amount of interest on account of any Loans
hereunder does not exceed the maximum amount allowed by such applicable law. If at any time and
from time to time (i) the amount of interest payable to any Lender on any date shall be computed at
the Highest Lawful Rate applicable to such Lender pursuant to this Section 12.12 and (ii) in
respect of any subsequent interest computation period the amount of interest otherwise payable to
such Lender would be less than the amount of interest payable to such Lender computed at the
Highest Lawful Rate applicable to such Lender, then the amount of interest payable to such Lender
in respect of such subsequent interest computation period shall continue to be computed at the
Highest Lawful Rate applicable to such Lender until the total amount of interest payable to such
Lender shall equal the total amount of interest which would have been



-80-









 







payable to such Lender if the total amount of interest had been computed without giving effect to
this Section 12.12. To the extent that Chapter 303 of the Texas Finance Code is relevant for the
purpose of determining the Highest Lawful Rate applicable to a Lender, such Lender elects to
determine the applicable rate ceiling under such Chapter by the weekly ceiling from time to time in
effect. Chapter 346 of the Texas Finance Code does not apply to the Borrower’s obligations
hereunder.



     Section 12.13 Exculpation Provisions. Each of the parties hereto specifically agrees that it has a duty to read this Agreement and
the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of
this Agreement and the other Loan Documents; that it has in fact read this Agreement and is fully
informed and has full notice and knowledge of the terms, conditions and effects of this Agreement;
that it has been represented by independent legal counsel of its choice throughout the negotiations
preceding its execution of this Agreement and the other Loan Documents; and has received the advice
of its attorney in entering into this Agreement and the other Loan Documents; and that it
recognizes that certain of the terms of this Agreement and the other Loan Documents result in one
party assuming the liability inherent in some aspects of the transaction and relieving the other
party of its responsibility for such liability. Each party hereto agrees and covenants that it
will not contest the validity or enforceability of any exculpatory provision of this Agreement and
the other Loan Documents on the basis that the party had no notice or knowledge of such provision
or that the provision is not “conspicuous.”



     Section 12.14 Collateral Matters; Hedging Agreements. Notwithstanding anything to the contrary contained herein, the terms and provisions of this
Agreement shall not apply to any Hedging Agreements, except to the extent necessary for all Hedging
Agreements with Lenders and/or their Lender Affiliate to be secured by the Security Instruments on
a pari passu basis with other Indebtedness and for the proceeds from the Security Instruments to be
applied as set forth in Section 10.02(c) hereof. No Lender or any Lender Affiliate shall have any
voting rights under any Loan Document as a result of the existence of obligations owed to it under
any such Hedging Agreements.



     Section 12.15 No Third Party Beneficiaries. This Agreement, the other Loan Documents, and the agreement of the Lenders to make Loans and the
Issuing Bank to issue, amend, renew or extend Letters of Credit hereunder are solely for the
benefit of the Borrower, and no other Person (including, without limitation, any Subsidiary of the
Borrower, any obligor, contractor, subcontractor, supplier or materialsman) shall have any rights,
claims, remedies or privileges hereunder or under any other Loan Document against the
Administrative Agent, any other Agent, the Issuing Bank or any Lender for any reason whatsoever.
There are no third party beneficiaries.



     Section 12.16 USA Patriot Act Notice. Each Lender hereby notifies UCLP and the Borrower that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “USA Patriot
Act”), it is required to obtain, verify and record information that identifies UCLP and its
Subsidiaries, which information includes the



-81-









 







name and address of UCLP and such Subsidiaries and
other information that will allow such Lender to identify UCLP and such Subsidiaries in accordance
with the USA Patriot Act.



     Section 12.17 No General Partner’s Liability. The Lenders agree that no claim arising against either UCLP, the Borrower or any Restricted
Subsidiary under any Loan Document shall be asserted against the General Partner (in its individual
capacity) and no judgment, order or execution entered in any suit, action or proceeding, whether
legal or equitable, on this Agreement or any of the other Loan Documents shall be obtained or
enforced against the General Partner (in its individual capacity) or its assets for the purpose of
obtaining satisfaction and payment of the Indebtedness or any claims arising under this Agreement
or any other Loan Document, any right to proceed against the General Partner individually or its
respective assets being hereby expressly waived by the Lenders. Nothing in this Section 12.17,
however, shall be construed so as to prevent the Administrative Agent or any Lender from commencing
any action, suit or proceeding with respect to or causing legal papers to be served upon the
General Partner for the purpose of (i) obtaining jurisdiction over UCLP, the Borrower or any
Restricted Subsidiary or (ii) obtaining judgment, order or execution against the General Partner
arising out of any fraud or intentional misrepresentation by the General Partner in connection with
the Loan Documents or of recovery of moneys received by the General Partner in violation of the
terms of this Agreement.



[SIGNATURES BEGIN NEXT PAGE]





-82-









 




The parties hereto have caused this Agreement to be duly executed as of the day and year first
above written.




	 	 	 	 	 	 	 
	BORROWER:	 	UC OPERATING PARTNERSHIP, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	UCLP OLP GP LLC,	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Daniel Schlanger	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Daniel Schlanger	 	 
	 

	 	Title:
	 	Senior Vice President and Chief
Financial Officer	 	 
	 
	 	 	 	 	 	 
	     Address for Notices:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	4444 Brittmoore Road	 	 
	 	 	Houston, Texas 77041	 	 
	 
	 	 	 	 	 	 
	 	 	Telecopier No.: (713) 466-6720	 	 
	 	 	Telephone No.: (713) 335-7295	 	 
	 	 	Attention: President	 	 
	 
	 	 	 	 	 	 
	 	 	Copy to: General Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	Copy to:	 	 
	 
	 	 	 	 	 	 
	 	 	Carol M. Burke	 	 
	 	 	Gardere Wynne Sewell LLP	 	 
	 	 	1000 Louisiana, Suite 3400	 	 
	 	 	Houston, Texas 77002	 	 
	 	 	Telecopier No.: (713) 276-6561	 	 
	 	 	Telephone No.: (713) 276-5561	 	 






 









 






	 	 	 	 	 	 	 
	GUARANTORS:	 	UNIVERSAL COMPRESSION PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	UCO GENERAL PARTNER, LP,	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	UCO GP, LLC,	 	 
	 

	 	 	 	its general partner	 	 
	 

	 	By:	 	/s/ Daniel Schlanger	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Daniel Schlanger	 	 
	 

	 	Title:
	 	Senior Vice President and Chief
Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 
	 	 	4444 Brittmoore Road	 	 
	 	 	Houston, Texas 77041	 	 
	 
	 	 	 	 	 	 
	 	 	Telecopier No.: (713) 466-6720	 	 
	 	 	Telephone No.: (713) 335-7295	 	 
	 	 	Attention: President	 	 
	 
	 	 	 	 	 	 
	 	 	Copy to: General Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	Copy to:	 	 
	 
	 	 	 	 	 	 
	 	 	Carol M. Burke	 	 
	 	 	Gardere Wynne Sewell LLP	 	 
	 	 	1000 Louisiana, Suite 3400	 	 
	 	 	Houston, Texas 77002	 	 
	 	 	Telecopier No.: (713) 276-6561	 	 
	 	 	Telephone No.: (713) 276-5561	 	 






 









 






	 	 	 	 	 	 	 
	ADMINISTRATIVE AGENT 

AND LENDER:	 	WACHOVIA BANK, NATIONAL
ASSOCIATION, Individually and as
Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Todd Schanzlin	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Todd Schanzlin	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Lending Office for ABR Loans and Eurodollar
Loans:	 	 
	 
	 	 	 	 	 	 
	 	 	301 South College Street	 	 
	 	 	23rd Floor NC 0680	 	 
	 	 	Charlotte, North Carolina 28288	 	 
	 	 	Telecopier No.: (704) 383-0288	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 
	 	 	301 South College Street	 	 
	 	 	23rd Floor NC 0680	 	 
	 	 	Charlotte, North Carolina 28288	 	 
	 	 	Attention: Syndication Agency Services	 	 
	 	 	Telecopier No.: (704) 383-0288	 	 
	 
	 	 	 	 	 	 
	 	 	With copy to:	 	 
	 
	 	 	 	 	 	 
	 	 	Wachovia Capital Markets, LLC	 	 
	 	 	1001 Fannin, Suite 2255	 	 
	 	 	Houston, Texas 77002	 	 
	 	 	Attention: David Humphreys	 	 
	 	 	Telecopier No.: 713-605-6354	 	 






 









 






	 	 	 	 	 	 	 
	SYNDICATION AGENT AND LENDER:	 	DEUTSCHE BANK TRUST COMPANY

AMERICAS,	 	 
	 

	 	Individually
	 	and as Syndication Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Lending Office for ABR Rate Loans and
Eurodollar Loans:	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 
	 	 	Attention:	 	 
	 	 	Telecopier No.:	 	 
	 
	 	 	 	 	 	 
	 	 	With copy to:	 	 
	 
	 	 	 	 	 	 
	 	 	Attention:	 	 
	 	 	Telecopier No.:	 	 






 









 






	 	 	 	 	 	 	 
	CO-DOCUMENTATION AGENT 

AND LENDER:	 	FORTIS CAPITAL, CORP.,

as Co-Documentation Agent and Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Lending Office for ABR Rate Loans and
Eurodollar Loans:	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 
	 	 	Attention:	 	 
	 	 	Telecopier No.:	 	 
	 
	 	 	 	 	 	 
	 	 	With copy to:	 	 
	 
	 	 	 	 	 	 
	 	 	Attention:	 	 
	 	 	Telecopier No.:	 	 






 









 






	 	 	 	 	 	 	 
	CO-DOCUMENTATION AGENT 

AND LENDER:	 	WELLS FARGO BANK,

NATIONAL ASSOCIATION,

as Co-Documentation Agent and Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Lending Office for ABR Rate Loans and
Eurodollar Loans:	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 
	 	 	Attention:	 	 
	 	 	Telecopier No.:	 	 
	 
	 	 	 	 	 	 
	 	 	With copy to:	 	 
	 
	 	 	 	 	 	 
	 	 	Attention:	 	 
	 	 	Telecopier No.:	 	 






 









 






EXHIBIT A

FORM OF NOTE




			
	 	 	 
	$                    
	 	                    , 2006






     FOR VALUE RECEIVED, UC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the
“Borrower”), hereby promises to pay to                                          (the
“Lender”) or registered assigns, at the principal office of WACHOVIA BANK, NATIONAL
ASSOCIATION, as the Administrative Agent (the “Administrative Agent”), at 301 South College
Street, Charlotte, North Carolina 28288-0608, the principal sum of                                          US
Dollars ($                    ) (or such lesser amount as shall equal the aggregate unpaid principal amount
of the [Revolving/Term] Loans made by the Lender to the Borrower under the Credit Agreement, as
hereinafter defined), in lawful money of the United States of America and in immediately available
funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay
interest on the unpaid principal amount of each such [Revolving/Term] Loan, at such office, in like
money and funds, for the period commencing on the date of such [Revolving/Term] Loan until such
[Revolving/Term] Loan shall be paid in full, at the rates per annum and on the dates provided in
the Credit Agreement.



     The date, amount, Type, interest rate, Interest Period and maturity of each [Revolving/Term]
Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof,
shall be recorded by the Lender on its books and, prior to any transfer of this Note, endorsed by
the Lender on the schedules attached hereto or any continuation thereof.



     This Note is one of the Notes referred to in the Senior Secured Credit Agreement dated as of
October 20, 2006, among the Borrower, Universal Compression Partners, L.P., a Delaware limited
partnership, the Administrative Agent and the other Agents and Lenders which are or become parties
thereto (including the Lender) (as the same may be amended or supplemented from time to time, the
“Credit Agreement”), and evidences [Revolving/Term] Loans made by the Lender thereunder.
Capitalized terms used in this Note and not defined herein have the respective meanings assigned to
them in the Credit Agreement.



     This Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided
for in the Credit Agreement and the Security Instruments. The Credit Agreement provides for the
acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments
of [Revolving/Term] Loans upon the terms and conditions specified therein and other provisions
relevant to this Note.



Exhibit A — 1




 









 








     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
TEXAS.



	 	 	 	 	 	 	 	 	 
	 	 	UC OPERATING PARTNERSHIP, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	UCLP OLP GP LLC, its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Exhibit A — 2




 









 








EXHIBIT B

FORM OF BORROWING REQUEST




                    , 20___




     UC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”),
pursuant to the Senior Secured Credit Agreement dated as of October 20, 2006, among the Borrower,
Universal Compression Partners, L.P., a Delaware limited partnership, the Administrative Agent and
the other Agents and Lenders which are or become parties thereto (as the same may be amended or
supplemented from time to time, the “Credit Agreement”), hereby make the requests indicated
below (unless otherwise defined herein, capitalized terms are defined in the Credit Agreement):




	 	1.	 	[Revolving/Term] Loans:






(a) Aggregate amount of new [Revolving/Term] Loans to be borrowed is
$                    ;




(b) Requested funding date is                     ,                     ;




(c) $                     of such [Revolving/Term Loan] Borrowings are to be ABR
Loans;




(d) $                     of such [Revolving/Term Loan] Borrowings are to be
Eurodollar Loans; and




(i) Length of Interest Period for Eurodollar Loans is:
                    .




(e) The
location and number of the account is:                     .




	 	2.	 	Eurodollar Loan Continuation/Conversion for Eurodollar Loans maturing on
                    :






(a) Aggregate amount to be continued as Eurodollar Loans is $                    ;
and




(i) Length of Interest Period for continued Eurodollar Loans is
                    .




(b) Aggregate amount to be converted to ABR Loans is $                    .



Exhibit B — 1




 









 









	 	3.	 	Conversion of outstanding ABR Loans to Eurodollar Loans:






(a) Convert $                     of the outstanding ABR Loans to Eurodollar Loans on
                     with an Interest Period of                     .



     The undersigned certifies that he is the                      of                     , and that
as such he is authorized to execute this certificate on behalf of                     . The
undersigned further certifies, represents and warrants on behalf of                      that
                     is entitled to receive the requested Borrowing, continuation or conversion under
the terms and conditions of the Credit Agreement.



	 	 	 	 	 	 	 	 	 
	 	 	UC OPERATING PARTNERSHIP, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	UCLP OLP GP LLC, its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Exhibit B — 2




 









 








EXHIBIT C

FORM OF INTEREST ELECTION REQUEST




[     ], 200[  ]




     UC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”),
pursuant to Section 2.04 of the Senior Secured Credit Agreement dated as of October 20, 2006, among
the Borrower, Universal Compression Partners, L.P., a Delaware limited partnership, the
Administrative Agent and the other Agents and Lenders which are or become parties thereto (as the
same may be amended or supplemented from time to time, the “Credit Agreement”), (unless
otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement),
hereby makes an Interest Election Request as follows:




	 	(i)	 	The Borrowing to which this Interest Election Request applies,
and if different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing (in
which case the information specified pursuant to (iii) and (iv) below shall be
specified for each resulting Borrowing) is [     ];
	 
	 	(ii)	 	The effective date of the election made pursuant to this
Interest Election Request is [     ], 200[  ];[and]
	 
	 	(iii)	 	The resulting Borrowing is to be [an ABR Borrowing] [a
Eurodollar Borrowing][; and]
	 
	 	 	 	[(iv) [If the resulting Borrowing is a Eurodollar Borrowing] The
Interest Period applicable to the resulting Borrowing after giving effect to
such election is [     ]].





     The undersigned certifies that he/she is the [     ] of the [     ], and that as such
he/she is authorized to execute this certificate on behalf of the Borrower. The undersigned
further certifies, represents and warrants on behalf of the Borrower that the Borrower is entitled
to receive the requested continuation or conversion under the terms and conditions of the Credit
Agreement.



	 	 	 	 	 	 	 	 	 
	 	 	UC OPERATING PARTNERSHIP, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	UCLP OLP GP LLC, its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Exhibit C — 1




 









 








EXHIBIT D-1

FORM OF EFFECTIVE DATE COMPLIANCE CERTIFICATE




     The undersigned hereby certifies that he is the                      of                      and that as
such he is authorized to execute this certificate on behalf of UC Operating Partnership, L.P., a
Delaware limited partnership (the “Borrower”). With reference to the Senior Secured Credit
Agreement dated as of October 20, 2006, among the Borrower, Universal Compression Partners, L.P., a
Delaware limited partnership, the Administrative Agent and the other Agents and Lenders which are
or become parties thereto (as the same may be amended or supplemented from time to time, the
“Credit Agreement”), the undersigned represents and warrants as follows (each capitalized
term used herein having the same meaning given to it in the Credit Agreement unless otherwise
specified):




	 	(a)	 	The representations and warranties of the Borrower contained in ARTICLE VII of
the Credit Agreement and in the Security Instruments were true and correct when made,
and are repeated at and as of the time of delivery hereof and are true and correct at
and as of the time of delivery hereof, except as such representations and warranties
are expressly limited to an earlier date or are modified to give effect to the
transactions expressly permitted by the Credit Agreement.
	 
	 	(b)	 	The Borrower has performed and complied with all agreements and conditions
contained in the Credit Agreement and in the Security Instruments required to be
performed or complied with by it prior to or at the time of delivery hereof.
	 
	 	(c)	 	Since December 31, 2005, there has been no change or event having a Material
Adverse Effect.
	 
	 	(d)	 	No Default has occurred and is continuing under the Credit Agreement.




EXECUTED AND DELIVERED this ___day of                     .




	 	 	 	 	 	 	 	 	 
	 	 	UC OPERATING PARTNERSHIP, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	UCLP OLP GP LLC, its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Exhibit D-1 — 1




 









 








EXHIBIT D-2

FORM OF ONGOING COMPLIANCE CERTIFICATE




     The undersigned hereby certifies that he is the                      of                      and that as
such he is authorized to execute this certificate on behalf of UC Operating Partnership, L.P., a
Delaware limited partnership (the “Borrower”). With reference to the Senior Secured Credit
Agreement dated as of October 20, 2006, among the Borrower, Universal Compression Partners, L.P., a
Delaware limited partnership, the Administrative Agent and the other Agents and Lenders which are
or become parties thereto (as the same may be amended or supplemented from time to time, the
“Credit Agreement”), the undersigned represents and warrants as follows (each capitalized
term used herein having the same meaning given to it in the Credit Agreement unless otherwise
specified):




	 	(a)	 	The representations and warranties of the Borrower contained in ARTICLE VII of
the Credit Agreement and in the Security Instruments were true and correct when made,
and are repeated at and as of the time of delivery hereof and are true and correct at
and as of the time of delivery hereof, except as such representations and warranties
are expressly limited to an earlier date or are modified to give effect to the
transactions expressly permitted by the Credit Agreement.
	 
	 	(b)	 	The Borrower has performed and complied with all agreements and conditions
contained in the Credit Agreement and in the Security Instruments required to be
performed or complied with by it prior to or at the time of delivery hereof.
	 
	 	(c)	 	Since December 31, 2005, there has been no change or event having a Material
Adverse Effect.
	 
	 	(d)	 	No Default has occurred and is continuing under the Credit Agreement.
	 
	 	(e)	 	Attached hereto are the detailed computations necessary to determine whether
the Borrower is in compliance with section 8.07 and Section 9.10(a) and (b) as of the
end of the [fiscal quarter][fiscal year] ending [     ].




EXECUTED AND DELIVERED this ___day of                     .




	 	 	 	 	 	 	 	 	 
	 	 	UC OPERATING PARTNERSHIP, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	UCLP OLP GP LLC, its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Exhibit D-2 — 1




 









 








EXHIBIT E

FORM OF ASSIGNMENT AND ASSUMPTION




     This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the
“Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used
but not defined herein shall have the meanings given to them in the Credit Agreement identified
below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment
and Assumption as if set forth herein in full.



     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below (including any letters of credit and
guarantees included in such facilities) and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the Assignor (in its
capacity as a Lender) against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of the foregoing,
including contract claims, tort claims, malpractice claims, statutory claims and all other claims
at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i)
above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as the “Assigned Interest”). Such sale and assignment is
without recourse to the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.



	 	 	 	 	 	 	 
	1.

	 	Assignor:
	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	2.

	 	Assignee:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	[and is an Affiliate/Approved Fund of [identify Lender]1]
	 
	 	 	 	 	 	 
	3.	 	Borrower:	 	UC Operating Partnership, L.P., a Delaware limited partnership
	 
	 	 	 	 	 	 
	4.	 	Administrative Agent:	 	Wachovia Bank, National Association, as the administrative agent under the Credit Agreement
	 
	 	 	 	 	 	 
	5.	 	Credit Agreement:	 	The Credit Agreement dated as of October 20, 2006 among the Borrower, Universal Compression
Partners, L.P., a Delaware limited partnership, the Administrative Agent and the other Agents








 




			
	1	 	Select as applicable.





Exhibit E — 1




 









 








	 	 	 	 	 	 	 
	 	 	 	 	and Lenders which are or become parties thereto (as the same may be
amended or supplemented from time to time)







	6.	 	Assigned Interest:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Aggregate Amount of	 	 	Amount of	 	 	Percentage Assigned	 
	 	 	Commitment	 	 	Commitment/Loans	 	 	Commitment/Loans	 	 	of	 
	 	 	Assigned	 	 	for all Lenders	 	 	Assigned	 	 	Commitment/Loans2	 
	 
	 	 	 	 	 	$	 	 	 	$	 	 	 	 	%	 
	 
	 	 	 	 	 	$	 	 	 	$	 	 	 	 	%	 
	 
	 	 	 	 	 	$	 	 	 	$	 	 	 	 	%	 





Effective Date:                      ___, 20___[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL
BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]



The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 	 	 
	 	 	ASSIGNOR	 	 
	 
	 	 	 	 	 	 
	 	 	[NAME OF ASSIGNOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	ASSIGNEE	 	 
	 
	 	 	 	 	 	 
	 	 	[NAME OF ASSIGNEE]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 








 




			
	2	 	Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder.





Exhibit E — 2




 









 








	 	 	 	 	 
	[Consented to and]3 Accepted:	 	 
	 
	 	 	 	 
	WACHOVIA BANK, NATIONAL ASSOCIATION, as
	Administrative Agent
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	[Consented to:]4
	 
	 	 	 	 
	[NAME OF RELEVANT PARTY]
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 








 




			
	3	 	To be added only if the consent of the
Administrative Agent is required by the terms of the Credit Agreement.
	 
	4	 	To be added only if the consent of the
Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of
the Credit Agreement.





Exhibit E — 3




 









 








ANNEX 1




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION




          1. Representations and Warranties.




          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.




          1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement
that are required to be satisfied by it in order to acquire the Assigned Interest and become a
Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together
with copies of the most recent financial statements and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter into this Assignment
and Assumption and to purchase the Assigned Interest on the basis of which it has made such
analysis and decision independently and without reliance on the Administrative Agent or any other
Lender, and (v) if it is a Foreign Lender, attached to the Assignment and Assumption is any
documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly
completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance
with their terms all of the obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.




          2. Payments. From and after the Effective Date, the Administrative Agent shall
make all payments in respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to but excluding the
Effective Date and to the Assignee for amounts which have accrued from and after the Effective
Date.




Exhibit E — 4




 









 








          3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of Texas.




Exhibit E — 5




 









 








EXHIBIT F-1

SENIOR SECURITY INSTRUMENTS




1. Collateral Agreement dated as of October 20, 2006 among the Borrower, the Guarantor, UCLP OLP GP
LLC, UCLP Leasing, L.P. and the Administrative Agent, as amended, modified or restated from time to
time (the “Collateral Agreement”), covering:





a. Borrower’s pledge of 100% of the membership interests and partnership interests of the
following Domestic Subsidiaries:




	 	(i)	 	UCLP Leasing GP LLC
	 
	 	(ii)	 	UCLP Leasing, L.P.






b. Guarantor’s pledge of 100% of the membership interests and partnership interests of the
following Domestic Subsidiaries:




	 	(i)	 	UCLP OLP GP LLC
	 
	 	(ii)	 	UC Operating Partnership, L.P.






c. Guarantor’s and each Subsidiaries accounts, chattel paper, documents, equipment, general
intangibles, instruments and inventory, all books and records pertaining to the foregoing
and proceeds.


2. UCC Financing Statements for the Borrower, the Guarantor, UCLP OLP GP LLC and UCLP Leasing, L.P.
relating to Item 1.



3. Stock Powers relating to stock pledged in Items 1(a)(i) and 1(b)(i).



4. Original certificates representing stock pledged in Item 1:





a. Certificate No. 1, one share of UCLP OLP GP LLC owned by UCLP




b. Certificate No. 1, one share of UCLP Leasing GP LLC owned by the Borrower


5. Stock Powers



6. Guaranty Agreement dated as of October 20, 2006 among Universal Compression Partners, L.P., UCLP
Leasing, L.P. and UCLP OLP GP LLC and the Administrative Agent, as amended, modified or restated
from time to time



 









 







EXHIBIT F-2

FORM OF GUARANTY AGREEMENT




       This GUARANTY AGREEMENT is dated as of
October 20, 2006 made by [                
                       
 ],
a [                     
                   ]
[                     
                   ]
and each of the signatories
hereto (each of the signatories hereto and the Guarantors that becomes a party hereto from time to
time after the date hereof, the “Guarantors”), in favor of Wachovia Bank, National
Association, as the administrative agent (in such capacity, together with its successors in such
capacity, the “Administrative Agent”), for the banks and other financial institutions (the
“Lenders”) from time to time parties to the Credit Agreement dated October 20, 2006 (as
amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among UC Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”),
Universal Compression Partners L.P., the Lenders, the Administrative Agent, and the other Agents
party thereto.



R E C I T A L S




     A. The Borrower has requested that the Lenders provide certain loans to and extensions of
credit on behalf of the Borrower.



     B. The Lenders have agreed to make such loans and extensions of credit subject to the terms
and conditions of the Credit Agreement.



     C. It is a condition precedent to the obligation of the Lenders to make their respective extensions
of credit to the Borrower under the Credit Agreement that the Guarantors shall have executed and
delivered this Agreement to the Administrative Agent for the ratable benefit of the Lenders.



     D. NOW, THEREFORE, in consideration of the premises herein and to induce the Administrative Agent
and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their
respective extensions of credit to the Borrower thereunder, each Guarantor hereby agrees with the
Administrative Agent, for the ratable benefit of the Lenders, as follows:



ARTICLE I

Definitions




     Section 1.01 Definitions.



          (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein
have the meanings given to them in the Credit Agreement, and all uncapitalized terms which are
defined in the UCC on the date hereof are used herein as so defined.



          (b) The following terms have the following meanings:


“Agreement” means this Guaranty Agreement, as the same may be amended, supplemented or
otherwise modified from time to time.



Exhibit F-2 — 1



 









 







“Bankruptcy Code” means Title 11, United States Code, as amended from time to time.



“Borrower Obligations” means the collective reference to the payment and performance when
due of all indebtedness, liabilities, obligations and undertakings of the Borrower (including,
without limitation, all Indebtedness) of every kind or description arising out of or outstanding
under, advanced or issued pursuant, or evidenced by, the Guaranteed Documents, including, without
limitation, the unpaid principal of and interest on the Loans and the LC Exposure and all other
obligations and liabilities of the Borrower (including, without limitation, interest accruing at
the then applicable rate provided in the Credit Agreement after the maturity of the Loans and LC
Exposure and interest accruing after the filing of any petition in bankruptcy, or the commencement
of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding) to the Guaranteed
Creditors, whether direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, arising out of or outstanding under, advanced or issued pursuant,
or evidenced by, the Guaranteed Documents, whether on account of principal, interest, premium,
reimbursement obligations, payments in respect of an early termination date, fees, indemnities,
costs, expenses or otherwise (including, without limitation, all reasonable costs, fees and
disbursements that are required to be paid by the Borrower pursuant to the terms of any Guaranteed
Documents).



“Collateral Agreement” means that certain Collateral Agreement, dated October 20, 2006 by
UCLP, GP, UCLP Leasing and the Borrower, collectively, as Grantors in favor of Wachovia Bank,
National Association, as Administrative Agent for the Lenders.



“Guaranteed Creditors” means the collective reference to the Administrative Agent, the
Lenders and the Lenders and Affiliates of Lenders that are parties to Guaranteed Hedging
Agreements.



“Guaranteed Documents” means the collective reference to the Credit Agreement, the other
Loan Documents, each Guaranteed Hedging Agreement and any other document made, delivered or given
in connection with any of the foregoing.



“Guaranteed Hedging Agreement” means any Hedging Agreement between the Borrower or any
Restricted Subsidiary and any Lender or any Affiliate of any Lender while such Person (or, in the
case of an Affiliate of a Lender, the Person affiliated therewith) is a Lender, including any
Hedging Agreement between such Persons in existence prior to the date hereof, but excluding any
Hedging Agreement now existing or hereafter arising in connection with an ABS Facility. For the
avoidance of doubt, a Hedging Agreement ceases to be a Guaranteed Hedging Agreement if the Person
that is the counterparty to the Borrower or any Restricted Subsidiary under a Hedging Agreement
ceases to be a Lender under the Credit Agreement (or, in the case of an Affiliate of a Lender, the
Person affiliated therewith ceases to be a Lender under the Credit Agreement).



“Guarantor Obligations” means with respect to any Guarantor, the collective reference to
(a) the Borrower Obligations and (b) the payment and performance when due of all indebtedness,
liabilities, obligations and undertakings of such Guarantor of every kind or description, whether
direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter
incurred, arising out of or outstanding under, advanced or issued pursuant, or evidenced by, any



Exhibit F-2
— 2



 









 







Guaranteed Document to which such Guarantor is a party, in each case, whether on account of
principal, interest, guarantee obligations, reimbursement obligations, payments in respect of an
early termination date, fees, indemnities, costs, expenses or otherwise (including, without
limitation, all reasonable fees and disbursements that are required to be paid pursuant to the
terms of any Guaranteed Document).



“Guarantors” means the collective reference to each Guarantor.



“Obligations” means: (a) in the case of each Borrower, the Borrower Obligations and (b) in
the case of each Guarantor, its Guarantor Obligations.



“Guarantor Claims” has the meaning assigned to such term in Section 6.01.




     Section 1.02 Rules of Interpretation. Section 1.04 of the Credit Agreement is hereby
incorporated herein by reference and shall apply to this Agreement, mutatis mutandis.



ARTICLE II

Guarantee




     Section 2.01 Guarantee.



          (a) Each of the Guarantors hereby jointly and severally, unconditionally and irrevocably,
guarantees to the Guaranteed Creditors and each of their respective permitted successors,
indorsees, transferees and assigns, the prompt and complete payment in cash and performance by the
Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower
Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor
is primary and not secondary.



          (b) Anything herein or in any other Guaranteed Document to the contrary notwithstanding, the
maximum liability of each Guarantor hereunder and under the other Guaranteed Documents shall in no
event exceed the amount which can be guaranteed by such Guarantor under applicable federal and
state laws relating to the insolvency of debtors (after giving effect to the right of contribution
established in Section 2.02).



          (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time
exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee
contained in this ARTICLE II or affecting the rights and remedies of any Guaranteed Creditor
hereunder.



          (d) Each Guarantor agrees that if the maturity of the Borrower Obligations is accelerated by
bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this
guarantee without demand or notice to such Guarantor. The guarantee contained in this ARTICLE II
shall remain in full force and effect until all the Borrower Obligations shall have been satisfied
by payment in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit
secured by cash collateral as permitted in Section 2.07(a)(iii) of the Credit Agreement) and all of
the Aggregate Commitments are terminated, notwithstanding that from time to time during the term of
the Credit Agreement, no Borrower Obligations may be outstanding.



Exhibit F-2
— 3



 









 





          (e) No payment made by any Guarantor, any other guarantor or any other Person or received or
collected by any Guaranteed Creditor from any Guarantor, any other guarantor or any other Person by
virtue of any action or proceeding or any set-off or appropriation or application at any time or
from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to
modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall,
notwithstanding any such payment (other than any payment made by such Guarantor in respect of the
Borrower Obligations or any payment received or collected from such Guarantor in respect of the
Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of
such Guarantor hereunder until the Borrower Obligations are paid in full in cash, no Letter of
Credit is outstanding (except for Letters of Credit secured by cash collateral as permitted in
Section 2.07(a)(iii) of the Credit Agreement) and all of the Aggregate Commitments are terminated.



     Section 2.02 Right of Contribution. Each Guarantor hereby agrees that to the extent
that a Guarantor shall have paid more than its proportionate share of any payment made hereunder,
such Guarantor shall be entitled to seek and receive contribution from and against any other
Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s
right of contribution shall be subject to the terms and conditions of Section 2.03. The provisions
of this Section 2.02 shall in no respect limit the obligations and liabilities of any Guarantor to
the Guaranteed Creditors, and each Guarantor shall remain liable to the Guaranteed Creditors for
the full amount guaranteed by such Guarantor hereunder.



     Section 2.03 No Subrogation. Notwithstanding any payment made by any Guarantor
hereunder or any set-off or application of funds of any Guarantor by any Guaranteed Creditor, no
Guarantor shall be entitled to be subrogated to any of the rights of any Guaranteed Creditor
against the Borrower or any other Guarantor or any collateral security or guarantee or right of
offset held by any Guaranteed Creditor for the payment of the Borrower Obligations, nor shall any
Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or
reimbursement from the Borrower or any other Guarantor in respect of payments made by such
Guarantor hereunder, until all amounts owing to the Guaranteed Creditors on account of the Borrower
Obligations are irrevocably and indefeasibly paid in full in cash, no Letter of Credit is
outstanding (except for Letters of Credit secured by cash collateral as permitted in Section
2.07(a)(iii) of the Credit Agreement) and all of the Aggregate Commitments are terminated. If any
amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of
the Borrower Obligations shall not have been irrevocably and indefeasibly paid in full in cash, any
Letter of Credit is outstanding (except for Letters of Credit secured by cash collateral as
permitted in Section 2.07(a)(iii) of the Credit Agreement) or any of the Aggregate Commitments are
in effect, such amount shall be held by such Guarantor in trust for the Guaranteed Creditors, and
shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the
exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent,
if required), to be applied against the Borrower Obligations, whether matured or unmatured, in
accordance with Section 10.02(c) of the Credit Agreement.



     Section 2.04 Amendments, Etc. with respect to the Borrower Obligations. Each
Guarantor shall remain obligated hereunder, and such Guarantor’s obligations hereunder shall not be
released, discharged or otherwise affected, notwithstanding that, without any reservation



Exhibit F-2
— 4



 









 




of rights against any Guarantor and without notice to, demand upon or further assent by any
Guarantor (which notice, demand and assent requirements are hereby expressly waived by such
Guarantor), (a) any demand for payment of any of the Borrower Obligations made by any Guaranteed
Creditor may be rescinded by such Guaranteed Creditor or otherwise and any of the Borrower
Obligations continued; (b) the Borrower Obligations, the liability of any other Person upon or for
any part thereof or any collateral security or guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by, or any indulgence or forbearance in
respect thereof granted by, any Guaranteed Creditor; (c) any Guaranteed Document may be amended,
modified, supplemented or terminated, in whole or in part, as the Guaranteed Creditors may deem
advisable from time to time; (d) any collateral security, guarantee or right of offset at any time
held by any Guaranteed Creditor for the payment of the Borrower Obligations may be sold, exchanged,
waived, surrendered or released; (e) any additional guarantors, makers or endorsers of the Borrower
Obligations may from time to time be obligated on the Borrower Obligations or any additional
security or collateral for the payment and performance of the Borrower Obligations may from time to
time secure the Borrower Obligations; and (f) any other event shall occur which constitutes a
defense or release of sureties generally. No Guaranteed Creditor shall have any obligation to
protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower
Obligations or for the guarantee contained in this ARTICLE II or any Property subject thereto.




     Section 2.05 Waivers. Each Guarantor hereby waives any and all notice of the
creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof
of reliance by any Guaranteed Creditor upon the guarantee contained in this ARTICLE II or
acceptance of the guarantee contained in this ARTICLE II; the Borrower Obligations, and any of
them, shall conclusively be deemed to have been created, contracted or incurred, or renewed,
extended, amended or waived, in reliance upon the guarantee contained in this ARTICLE II and no
notice of creation of the Borrower Obligations or any extension of credit already or hereafter
contracted by or extended to the Borrower needs to be given to any Guarantor; and all dealings
between the Borrower and any of the Guarantors, on the one hand, and the Guaranteed Creditors, on
the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance
upon the guarantee contained in this ARTICLE II. Each Guarantor waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of
the Guarantors with respect to the Borrower Obligations.



     Section 2.06 Guaranty Absolute and Unconditional.



          (a) Each Guarantor understands and agrees that the guarantee contained in this ARTICLE II is,
and shall be construed as, a continuing, completed, absolute and unconditional guarantee of
payment, and each Guarantor hereby waives any defense of a surety or guarantor or any other obligor
on any obligations arising in connection with or in respect of any of the following and hereby
agrees that its obligations hereunder shall not be discharged or otherwise affected as a result of,
any of the following:




     (i) the invalidity or unenforceability of any Guaranteed Document, any of the Borrower
Obligations or any other collateral security therefor or guarantee or right of offset with
respect thereto at any time or from time to time held by any Guaranteed Creditor;



Exhibit F-2
— 5



 









 






     (ii) any defense, set-off or counterclaim (other than a defense of payment or
performance) which may at any time be available to or be asserted by the Borrower or any
other Person against any Guaranteed Creditor;




     (iii) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition,
liquidation, disability, dissolution or lack of power of the Borrower or any other Guarantor
or any other Person at any time liable for the payment of all or part of the Obligations,
including any discharge of, or bar or stay against collecting, any Obligation (or any part
of them or interest therein) in or as a result of such proceeding;




     (iv) any sale, lease or transfer of any or all of the assets of the Borrower or any
other Guarantor, or any changes in the shareholders of the Borrower or the Guarantor;
provided that upon any such sale, lease or transfer, such assets shall be released in
accordance with Section 8.12 of the Collateral Agreement.




     (v) any change in the corporate existence (including its constitution, laws, rules,
regulations or power), structure or ownership of any Guarantor;




     (vi) the fact that any Collateral or Lien contemplated or intended to be given, created
or granted as security for the repayment of the Obligations shall not be properly perfected
or created, or shall prove to be unenforceable or subordinate to any other Lien, it being
recognized and agreed by each of the Guarantors that it is not entering into this Agreement
in reliance on, or in contemplation of the benefits of, the validity, enforceability,
collectability or value of any of the Collateral for the Obligations;




     (vii) the absence of any attempt to collect the Obligations or any part of them from
any Guarantor;




     (viii) (A) any Guaranteed Creditor’s election, in any proceeding instituted under
chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the
Bankruptcy Code; (B) any borrowing or grant of a Lien by the Borrower, as
debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C)
the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any
Guaranteed Creditor’s claim (or claims) for repayment of the Obligations; (D) any use of
cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation
as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance
of any Lien in favor of the Guaranteed Creditors or any of them for any reason; or (G)
failure by any Guaranteed Creditor to file or enforce a claim against the Borrower or the
Borrower’s estate in any bankruptcy or insolvency case or proceeding; or




     (ix) any other circumstance or act whatsoever, including any action or omission of the
type described in Section 2.04 (with or without notice to or knowledge of the Borrower or
such Guarantor), which constitutes, or might be construed to constitute, an equitable or
legal discharge of the Borrower for the Borrower Obligations, or of such
Guarantor under the guarantee contained in this ARTICLE II, in bankruptcy or in any
other instance.



Exhibit F-2
— 6



 









 





          (b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder
against any Guarantor, any Guaranteed Creditor may, but shall be under no obligation to, join or
make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have
against the Borrower, any other Guarantor or any other Person or against any collateral security or
guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure
by any Guaranteed Creditor to make any such demand, to pursue such other rights or remedies or to
collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon
any such collateral security or guarantee or to exercise any such right of offset, or any release
of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee
or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and
shall not impair or affect the rights and remedies, whether express, implied or available as a
matter of law, of any Guaranteed Creditor against any Guarantor. For the purposes hereof “demand”
shall include the commencement and continuance of any legal proceedings.



     Section 2.07 Reinstatement. The guarantee contained in this ARTICLE II shall continue
to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof,
of any of the Borrower Obligations is rescinded or must otherwise be restored or returned by any
Guaranteed Creditor upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor
or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any
substantial part of its Property, or otherwise, all as though such payments had not been made.



     Section 2.08 Payments. Each Guarantor hereby guarantees that payments hereunder will
be paid to the Administrative Agent, for the ratable benefit of the Guaranteed Creditors, without
set-off, deduction or counterclaim in dollars, in immediately available funds, at its US Principal
Office.



ARTICLE III

Representations and Warranties




     To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to
induce the Lenders to make their respective extensions of credit to the Borrower thereunder and to
induce the Lenders (and their Affiliates) to enter into Hedging Agreements with the Borrower and
its Restricted Subsidiaries, each Guarantor hereby represents and warrants to the Administrative
Agent and each Lender that:



     Section 3.01 Representations in Credit Agreement. In the case of each Guarantor, the
representations and warranties set forth in Article VII of the Credit Agreement as they relate to
such Guarantor or to the Loan Documents to which such Guarantor is a party are true and correct in
all material respects, provided that each reference in each such representation and warranty to
each Borrower’s knowledge, as applicable, shall, for the purposes of this Section 3.01, be deemed
to be a reference to such Guarantor’s knowledge.



Exhibit F-2
— 7



 









 





     Section 3.02 Benefit to the Guarantor. Each Borrower is a member of an affiliated
group of companies that includes each Guarantor and each Borrower and the other Guarantors are
engaged in related businesses. Each Guarantor (other than UCLP) is a Restricted Subsidiary of UCLP
and its guaranty and surety obligations pursuant to this Agreement reasonably may be expected to
benefit, directly or indirectly, it; and it has determined that this Agreement is necessary and
convenient to the conduct, promotion and attainment of the business of such Guarantor and each
Borrower.



     Section 3.03 Solvency. Each Guarantor (a) is not insolvent as of the date hereof and
will not be rendered insolvent as a result of this Agreement (after giving effect to Section 2.02),
(b) is not engaged in business or a transaction, or about to engage in a business or a transaction,
for which any Property remaining with it constitute unreasonably small capital, and (c) does not
intend to incur, or believe it will incur, Debt that will be beyond its ability to pay as such Debt
matures.



ARTICLE IV

Covenants




     Each Guarantor covenants and agrees with the Administrative Agent and the Lenders that, from
and after the date of this Agreement until the Borrower Obligations shall have been paid in full in
cash, no Letter of Credit shall be outstanding (except for Letters of Credit secured by cash
collateral as permitted in Section 2.07(a)(iii) of the Credit Agreement) and all of the Aggregate
Commitments shall have terminated:



     Section 4.01 Covenants in Credit Agreement. In the case of each Guarantor, such
Guarantor shall take, or shall refrain from taking, as the case may be, each action that is
necessary to be taken or not taken, as the case may be, so that no Default is caused by the failure
to take such action or to refrain from taking such action by such Guarantor or any of its
Restricted Subsidiaries.



ARTICLE V

The Administrative Agent




     Section 5.01 Authority of Administrative Agent. Each Guarantor acknowledges that the
rights and responsibilities of the Administrative Agent under this Agreement with respect to any
action taken by the Administrative Agent or the exercise or non-exercise by the Administrative
Agent of any option, voting right, request, judgment or other right or remedy provided for herein
or resulting or arising out of this Agreement shall, as between the Administrative Agent and the
Guaranteed Creditors, be governed by the Credit Agreement and by such other agreements with respect
thereto as may exist from time to time among them, but, as between the Administrative Agent and the
Guarantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the
Guaranteed Creditors with full and valid authority so to act or refrain from acting, and no
Guarantor shall be under any obligation, or entitlement, to make any inquiry respecting such
authority.



Exhibit F-2
— 8



 









 





ARTICLE VI

Subordination of Indebtedness




     Section 6.01 Subordination of All Guarantor Claims. As used herein, the term
“Guarantor Claims” shall mean all debts and obligations of the Borrower or any other
Guarantor to any other Guarantor, whether such debts and obligations now exist or are hereafter
incurred or arise, or whether the obligation of the debtor thereon be direct, contingent, primary,
secondary, several, joint and several, or otherwise, and irrespective of whether such debts or
obligations be evidenced by note, contract, open account, or otherwise, and irrespective of the
Person or Persons in whose favor such debts or obligations may, at their inception, have been, or
may hereafter be created, or the manner in which they have been or may hereafter be acquired by.
After and during the continuation of an Event of Default, no Guarantor shall receive or collect,
directly or indirectly, from any obligor in respect thereof any amount upon the Guarantor Claims.



     Section 6.02 Claims in Bankruptcy. In the event of receivership, bankruptcy,
reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any
Guarantor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed
Creditors shall have the right to prove their claim in any proceeding, so as to establish their
rights hereunder and receive directly from the receiver, trustee or other court custodian,
dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor
hereby assigns such dividends and payments to the Administrative Agent for the benefit of the
Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations
as provided under Section 10.02(b) of the Credit Agreement. Should any Agent or Guaranteed
Creditor receive, for application upon the Obligations, any such dividend or payment which is
otherwise payable to any Guarantor, and which, as between such Guarantors, shall constitute a
credit upon the Guarantor Claims, then upon payment in full in cash of the Borrower Obligations,
the expiration of all Letters of Credit (except for Letters of Credit secured by cash collateral as
permitted in Section 2.07(a)(iii) of the Credit Agreement) and the termination of all of the
Aggregate Commitments, the intended recipient shall become subrogated to the rights of the
Administrative Agent and the Guaranteed Creditors to the extent that such payments to the
Administrative Agent and the Lenders on the Guarantor Claims have contributed toward the
liquidation of the Obligations, and such subrogation shall be with respect to that proportion of
the Obligations which would have been unpaid if the Administrative Agent and the Guaranteed
Creditors had not received dividends or payments upon the Guarantor Claims.



     Section 6.03 Payments Held in Trust. In the event that notwithstanding Section 6.01
and Section 6.02, any Guarantor should receive any funds, payments, claims or distributions which
is prohibited by such Sections, then it agrees: (a) to hold in trust for the Administrative Agent
and the Guaranteed Creditors an amount equal to the amount of all funds, payments, claims or
distributions so received, and (b) that it shall have absolutely no dominion over the amount of
such funds, payments, claims or distributions except to pay them promptly to the Administrative
Agent, for the benefit of the Guaranteed Creditors; and each Guarantor covenants promptly to pay
the same to the Administrative Agent.



     Section 6.04 Liens Subordinate. Each Guarantor agrees that, until the Borrower
Obligations are paid in full in cash, the expiration of all Letters of Credit (except for Letters
of Credit secured by cash collateral as permitted in Section 2.07(a)(iii) of the Credit Agreement)



Exhibit F-2
— 9



 









 




and the termination of all of the Aggregate Commitments, any Liens securing payment of the
Guarantor Claims shall be and remain inferior and subordinate to any Liens securing payment of the
Obligations, regardless of whether such encumbrances in favor of such Guarantor, the Administrative
Agent or any Guaranteed Creditor presently exist or are hereafter created or attach. Without the
prior written consent of the Administrative Agent, no Guarantor, during the period in which any of
the Borrower Obligations are outstanding or the Aggregate Commitments are in effect, shall (a)
exercise or enforce any creditor’s right it may have against any debtor in respect of the Guarantor
Claims, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or
proceeding (judicial or otherwise, including without limitation the commencement of or joinder in
any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce
any Lien held by it.




     Section 6.05 Notation of Records. Upon the request of the Administrative Agent, all
promissory notes and all accounts receivable ledgers or other evidence of the Guarantor Claims
accepted by or held by any Guarantor shall contain a specific written notice thereon that the
indebtedness evidenced thereby is subordinated under the terms of this Agreement.



ARTICLE VII

Miscellaneous




     Section 7.01 Waiver. No failure on the part of the Administrative Agent or any
Guaranteed Creditor to exercise and no delay in exercising, and no course of dealing with respect
to, any right, power, privilege or remedy or any abandonment or discontinuance of steps to enforce
such right, power, privilege or remedy under this Agreement or any other Loan Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any right, power,
privilege or remedy under this Agreement or any other Loan Document preclude or be construed as a
waiver of any other or further exercise thereof or the exercise of any other right, power,
privilege or remedy. The remedies provided herein are cumulative and not exclusive of any remedies
provided by law or equity.



     Section 7.02 Notices. All notices and other communications provided for herein shall
be given in the manner and subject to the terms of Section 12.01 of the Credit Agreement; provided
that any such notice, request or demand to or upon any Guarantor shall be addressed to such
Guarantor at its notice address set forth on Schedule 1.



     Section 7.03 Amendments in Writing. None of the terms or provisions of this Agreement
may be waived, amended, supplemented or otherwise modified except in accordance with Section 12.02
of the Credit Agreement.



     Section 7.04 Successors and Assigns. The provisions of this Agreement shall be
binding upon the Guarantors and their successors and assigns and shall inure to the benefit of the
Administrative Agent and the Guaranteed Creditors and their respective successors and assigns;
provided that except as set forth in Section 12.04 of the Credit Agreement, no Guarantor may
assign, transfer or delegate any of its rights or obligations under this Agreement without the
prior written consent of the Administrative Agent and the Lenders, and any such purported
assignment, transfer or delegation shall be null and void.



Exhibit F-2
— 10



 









 





     Section 7.05 Survival; Revival; Reinstatement.



          (a) All covenants, agreements, representations and warranties made by any Guarantor herein and
in the certificates or other instruments delivered in connection with or pursuant to this Agreement
or any other Loan Document to which it is a party shall be considered to have been relied upon by
the Administrative Agent, the other Agents, the Issuing Bank and the Lenders and shall survive the
execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of
Credit, regardless of any investigation made by any such other party or on its behalf and
notwithstanding that the Administrative Agent, the other Agents, the Issuing Bank or any Lender may
have had notice or knowledge of any Default or incorrect representation or warranty at the time any
credit is extended hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable under the Credit
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the
Aggregate Commitments have not expired or terminated.



          (b) To the extent that any payments on the Guarantor Obligations are subsequently invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor
in possession, receiver or other Person under any bankruptcy law, common law or equitable cause,
then to such extent, the Guarantor Obligations so satisfied shall be revived and continue as if
such payment or proceeds had not been received and the Administrative Agent’s and the Guaranteed
Creditors’ Liens, security interests, rights, powers and remedies under this Agreement and each
other Loan Document shall continue in full force and effect. In such event, each Loan Document
shall be automatically reinstated and the Borrower shall take such action as may be reasonably
requested by the Administrative Agent and the Guaranteed Creditors to effect such reinstatement.



     Section 7.06 Counterparts; Integration; Effectiveness.



          (a) This Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute a single contract.



          (b) This Agreement and the other Loan Documents embody the entire agreement and understanding
between the parties and supersede all other agreements and understandings between such parties
relating to the subject matter hereof and thereof. This Agreement and the Loan Documents represent
the final agreement between the parties and may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral
agreements between the parties.



          (c) This Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties hereto, and thereafter
shall be binding upon and inure to the benefit of the parties hereto, the Lenders and their
respective successors and assigns. Delivery of an executed counterpart of a signature page of this
Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this
Agreement.



Exhibit F-2
— 11



 









 





     Section 7.07 Severability. Any provision of this Agreement or any other Loan Document
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability without affecting the
validity, legality and enforceability of the remaining provisions hereof or thereof; and the
invalidity of a particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.



     Section 7.08 Set-Off. If an Event of Default shall have occurred and be continuing,
each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations (of whatsoever kind,
including, without limitations obligations under Hedging Agreements) at any time owing by such
Lender or Affiliate to or for the credit or the account of any Guarantor against any of and all the
obligations of the Guarantor owed to such Lender now or hereafter existing under this Agreement or
any other Loan Document, irrespective of whether or not such Lender shall have made any demand
under this Agreement or any other Loan Document and although such obligations may be unmatured.
The rights of each Lender under this Section 7.08 are in addition to other rights and remedies
(including other rights of setoff) which such Lender or its Affiliates may have. Notwithstanding
anything to the contrary contained in this Agreement, the Lenders hereby agree that they shall not
set off any funds in any lock boxes whatsoever in connection with this Agreement, except for such
lock boxes which may be established in connection with this Agreement.



     Section 7.09 Governing Law; Submission to Jurisdiction.



          (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF TEXAS.



          (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
SHALL BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS OR OF THE UNITED STATES OF AMERICA FOR THE
SOUTHERN DISTRICT OF TEXAS, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES
HEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. THIS SUBMISSION TO
JURISDICTION IS NON-EXCLUSIVE AND DOES NOT PRECLUDE A PARTY FROM OBTAINING JURISDICTION OVER
ANOTHER PARTY IN ANY COURT OTHERWISE HAVING JURISDICTION.



          (c) EACH GUARANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED
MAIL, POSTAGE PREPAID, TO SUCH GUARANTOR AT ITS ADDRESS



Exhibit F-2
— 12



 









 




SET FORTH ON SCHEDULE 1 HERETO OR AS UPDATED FROM TIME TO TIME, SUCH SERVICE TO BECOME
EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING.




          (d) NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY
HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE GUARANTOR IN ANY OTHER JURISDICTION.



          (e) EACH PARTY HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY
SECURITY INSTRUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY WAIVES, TO THE MAXIMUM
EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY
SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OF THE ADMINISTRATIVE
AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (iv)
ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE SECURITY INSTRUMENTS AND
THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS CONTAINED IN THIS SECTION 7.10.



     Section 7.10 Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and shall not affect
the construction of, or be taken into consideration in interpreting, this Agreement.



     Section 7.11 Acknowledgments. Each Guarantor hereby acknowledges that:



          (a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents to which it is a party;



          (b) neither the Administrative Agent nor any Guaranteed Creditor has any fiduciary
relationship with or duty to any Guarantor arising out of or in connection with this Agreement or
any of the other Loan Documents, and the relationship between the Guarantors, on the one hand, and
the Administrative Agent and Guaranteed Creditors, on the other hand, in connection herewith or
therewith is solely that of debtor and creditor; and



          (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by
virtue of the transactions contemplated hereby among the Guaranteed Creditors or among the
Guarantors and the Guaranteed Creditors.



          (d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement,
the Security Instruments and the other Loan Documents and agrees that it is charged with notice and
knowledge of the terms of this Agreement, the Security Instruments and the



Exhibit F-2
— 13



 









 




other Loan Documents; that it has in fact read this Agreement, the Security Instruments and
the other Loan Documents and is fully informed and has full notice and knowledge of the terms,
conditions and effects thereof; that it has been represented by independent legal counsel of its
choice throughout the negotiations preceding its execution of this Agreement and the Security
Instruments; and has received the advice of its attorney in entering into this Agreement and the
Security Instruments; and that it recognizes that certain of the terms of this Agreement and the
Security Instruments result in one party assuming the liability inherent in some aspects of the
transaction and relieving the other party of its responsibility for such liability. EACH PARTY
HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY
EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY INSTRUMENTS ON THE BASIS THAT THE PARTY
HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”




     Section 7.12 Additional Guarantors. Each Significant Domestic Subsidiary of UCLP that
is required to become a party to this Agreement pursuant to Section 8.07 of the Credit Agreement
shall become an Guarantor for all purposes of this Agreement upon execution and delivery by such
Subsidiary of an Assumption Agreement in the form of Annex I hereto and shall thereafter
have the same rights, benefits and obligations as an Guarantor party hereto on the date hereof.



     Section 7.13 Acceptance. Each Guarantor hereby expressly waives notice of acceptance
of this Agreement, acceptance on the part of the Administrative Agent and the Guaranteed Creditors
being conclusively presumed by their request for this Agreement and delivery of the same to the
Administrative Agent



     Section 7.14 No General Partner’s Liability. The Lenders agree that no claim arising
against either the Borrower, UCLP or any Guarantor under this Agreement shall be asserted against
the General Partner (in its individual capacity) and no judgment, order or execution entered in any
suit, action or proceeding, whether legal or equitable, on this Agreement or any of the other Loan
Documents shall be obtained or enforced against the General Partner (in its individual capacity) or
its assets for the purpose of obtaining satisfaction and payment of the Indebtedness or any claims
arising under this Agreement or any other Loan Document, any right to proceed against the General
Partner individually or its respective assets being hereby expressly waived by the Lenders.
Nothing in this Section 7.14, however, shall be construed so as to prevent the Administrative Agent
or any Lender from commencing any action, suit or proceeding with respect to or causing legal
papers to be served upon the General Partner for the purpose of (i) obtaining jurisdiction over the
Borrower, UCLP or any other Guarantor or (ii) obtaining judgment, order or execution against the
General Partner arising out of any fraud or intentional misrepresentation by the General Partner in
connection with the Loan Documents or of recovery of moneys received by the General Partner in
violation of the terms of this Agreement.



Exhibit F-2
— 14



 









 




IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty Agreement to be duly executed
and delivered as of the date first above written.




	 	 	 	 	 
	BORROWER:	UC OPERATING PARTNERSHIP, L.P.

 	 
	 	By:  	UCLP OLP GP LLC,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	GUARANTORS:	[                    ]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Exhibit F-2
— 15



 









 






	 	 	 	 	 



Acknowledged and Agreed to as

of the date hereof by:




	 	 	 	 	 
	ADMINISTRATIVE AGENT:	WACHOVIA BANK, NATIONAL ASSOCATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Exhibit F-2
— 16



 









 






	 	 	 	 	 



Annex I




Assumption Agreement



ASSUMPTION AGREEMENT, dated as of [     
                      
             ],
200[     ], made by [          
                      
        ],
a [                    
                    ]
(the “Additional Guarantor”), in favor of Wachovia Bank, National
Association, as administrative agent (in such capacity, the “Administrative Agent”) for the
financial institutions (the “Lenders”) parties to the Credit Agreement referred to below.
All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit
Agreement.




W I T N E S S E T H:



WHEREAS, UC Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”),
Universal Compression Partners, L.P., a Delaware limited partnership (the “Guarantor”),
the Administrative Agent, Deutsche Bank Trust Company Americas, as Syndication Agent, Wachovia
Capital Markets, LLC and Deutsche Bank Securities Inc., as the Joint Lead Arrangers and Joint Lead
Book Runners, and each of the other Agents and Lenders party thereto have entered into a Credit
Agreement, dated as of October 20, 2006 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”);



WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Affiliates (other
than the Additional Guarantor) have entered into the Guaranty Agreement, dated as of October 20,
2006 (as amended, supplemented or otherwise modified from time to time, the “Guaranty
Agreement”) in favor of the Administrative Agent for the benefit of the Guaranteed Creditors;



WHEREAS, the Credit Agreement requires the Additional Guarantor to become a party to the Guaranty
Agreement; and



WHEREAS, the Additional Guarantor has agreed to execute and deliver this Assumption Agreement in
order to become a party to the Guaranty Agreement;



NOW, THEREFORE, IT IS AGREED:



1. Guaranty Agreement. By executing and delivering this Assumption Agreement, the
Additional Guarantor, as provided in Section 7.13 of the Guaranty Agreement, hereby becomes a party
to the Guaranty Agreement as an Guarantor thereunder with the same force and effect as if
originally named therein as an Guarantor and, without limiting the generality of the foregoing,
hereby expressly assumes all obligations and liabilities of an Guarantor thereunder. The
information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedule
1 to the Guaranty Agreement. The Additional Guarantor hereby represents and warrants that each of
the representations and warranties contained in Article III of the Guaranty Agreement is true and
correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on
and as of such date.



Exhibit F-2
— 17




 









 







2. Governing Law. This Assumption Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas.



IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and
delivered as of the date first above written.




	 	 	 	 	 
	 	[ADDITIONAL GUARANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Exhibit F-2
— 18



 









 






	 	 	 	 	 



Schedule 1




NOTICE ADDRESSES OF GUARANTORS




[Name of Guarantor]

[Address]




[Name of Guarantor]

[Address]




Exhibit F-2
— 19




 









 








EXHIBIT G-1

FORM OF COMMITMENT INCREASE CERTIFICATE




[     ], 200[  ]





			
	To:	 	Wachovia Bank, National Association,

as Administrative Agent





     The Borrower, Universal Compression Partners, L.P., a Delaware limited partnership, the
Administrative Agent and the other Agents and certain Lenders have heretofore entered into a Senior
Secured Credit Agreement dated as of October 20, 2006 (as the same may be amended or supplemented
from time to time, the “Credit Agreement”). Capitalized terms not otherwise defined herein
shall have the meaning given to such terms in the Credit Agreement.



     This Maximum Credit Amount Increase Certificate is being delivered pursuant to Section 2.06(b)
of the Credit Agreement.



     Please be advised that the undersigned has agreed (a) to increase its Revolving Commitment
under the Credit Agreement effective [     ], 200[ ] from $[     ] to $[     ]
and (b) that it shall continue to be a party in all respect to the Credit Agreement and the other
Loan Documents.



	 	 	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	UC OPERATING PARTNERSHIP, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	UCLP OLP GP LLC, its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Exhibit G-1 — 1




 









 








	 	 	 	 	 
	Accepted and Agreed:	 	 
	 
	 	 	 	 
	Wachovia Bank, National Association,
	as Administrative Agent
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Accepted and Agreed:
	 
	 	 	 	 
	[LENDER]
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 





Exhibit G-1 — 2




 









 








EXHIBIT G-2

FORM OF ADDITIONAL LENDER CERTIFICATE




[     ], 200[  ]





			
	To:	 	Wachovia Bank, National Association,

as Administrative Agent





     The Borrower, Universal Compression Partners, L.P., a Delaware limited partnership, the
Administrative Agent and the other Agents and certain Lenders have heretofore entered into a Senior
Secured Credit Agreement dated as of October 20, 2006 (as the same may be amended or supplemented
from time to time, the “Credit Agreement”). Capitalized terms not otherwise defined herein
shall have the meaning given to such terms in the Credit Agreement.



     This Additional Lender Certificate is being delivered pursuant to Section 2.06(b) of the
Credit Agreement.



     Please be advised that the undersigned has agreed (a) to become a Lender under the Credit
Agreement effective [     ], 200[ ] with a Revolving Commitment of $[ ] and (b)
that it shall be a party in all respect to the Credit Agreement and the other Loan Documents.



     This Additional Lender Certificate is being delivered to the Administrative Agent together
with (i) if the Additional Lender is a Foreign Lender, any documentation required to be delivered
by such Additional Lender pursuant to Section 2.06(b) of the Credit Agreement, duly completed and
executed by the Additional Lender, and (ii) an Administrative Questionnaire in the form supplied by
the Administrative Agent, duly completed by the Additional Lender.



	 	 	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	UC OPERATING PARTNERSHIP, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	UCLP OLP GP LLC, its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Exhibit G-2 — 1




 









 








	 	 	 	 	 
	Accepted and Agreed:	 	 
	 
	 	 	 	 
	Wachovia Bank, National Association,
	as Administrative Agent
	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Accepted and Agreed:
	 
	 	 	 	 
	[ADDITIONAL LENDER]
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 






Exhibit G-2 — 2




 









 





Schedule 6.01(q) – Excepted Property




None



Schedule 6.01(q) – 1




 









 





Schedule 7.02 – Liabilities





	1.	 	Miscellaneous performance bonds and guarantees and similar contingent obligations, none of
which constitute debt under GAAP for borrowed money and all of which are permitted under this
Agreement.
	 
	2.	 	See also Schedule 9.02.





Schedule 7.02 – 1









 









 








Schedule 7.03 – Litigation




None



Schedule 7.03 – 1









 









 








Schedule 7.09 – Taxes




None



Schedule 7.09 – 1




 









 





Schedule 7.10 – Titles, Etc.




None



Schedule 7.10 – 1




 









 





Schedule 7.13 – Subsidiaries




	 	 	 
	 	 	Jurisdiction of
	 	 	Incorporation/
	Company	 	Organization
	1 UCLP OLP GP LLC
	 	Delaware
	2 UC Operating Partnership, LP
	 	Delaware
	3 UCLP Leasing GP LLC
	 	Delaware
	4 UCLP Leasing, L.P.
	 	Delaware






Schedule 7.13 – 1




 









 








Schedule 7.19 –  Hedging Agreements

(As of September 30, 2006)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	MTM
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	GAIN /
	 	 	 	 	 	 	EFFECTIVE	 	 	 	 	 	<LOSS>
	COUNTERPARTY	 	NOTIONAL	 	DATE	 	MATURE	 	RATE	 	09/30/2006
	Bank Loan
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wachovia
	 	$	125,000	 	 	 	12/01/06	 	 	 	12/01/11	 	 	 	0.05020	 	 	$	(548	)






Schedule 7.19 – 1






 









 








Schedule 7.20 – Restriction on Liens





	1.	 	All agreements or arrangements related to or purporting to be recourse to and/or creating a
lien on the assets of the general partner of UCLP.





Schedule 7.20 – 1






 









 








Schedule 8.07 – Excluded Collateral



Each reference to Collateral or to any relevant type or item of Property constituting Collateral
shall be deemed to exclude (i) tangible Property that is not located in the continental United
States (including its possessions), (ii) motor vehicles, forklifts and trailers, (iii) voting
equity interests in any Foreign Subsidiary required to prevent the Collateral from including more
than 65% of all voting equity interests in such Foreign Subsidiary, (iv) any general intangibles or
other rights arising under any contract, instrument, license or other document if (but only to the
extent that) the grant of a security interest therein would constitute a material violation of a
valid and enforceable restriction in favor of a third party, unless and until all required consents
shall have been obtained, (v) Property owned by other Persons involved in an ABS Facility; and
(vi) any Property subject to a Lien permitted by Section 9.02(b), (c), (e) or (f) of this
Agreement, so long as such Lien is in effect.




Schedule 8.07 – 1





 









 








Schedule 9.01 – Debt





	1.	 	The Indebtedness.
	 
	2.	 	Capital lease with General Electric Capital Business Asset Funding Corporation to the extent
it affects the contract rights arising from the certain contract between UCI and Dominion
Exploration & Production for the provision of compression services in Sutton County, Texas
utilizing one compressor unit.





Schedule 9.01 – 1






 









 








Schedule 9.02 – Liens





	1.	 	Liens securing the Notes.
	 
	2.	 	Capital lease with General Electric Capital Business Asset Funding Corporation to the extent
it affects the contract rights arising from the certain contract between UCI and Dominion
Exploration & Production for the provision of compression services in Sutton County, Texas
utilizing one compressor unit.





Schedule 9.02 – 1






 









 








Schedule 9.03 – Investments, Loans and Advances




None



Schedule 9.03 – 1






 









 








Schedule 9.13 – Transactions with Affiliates





	1.	 	Contribution, Conveyance and Assumption Agreement dated October 20, 2006, pursuant to which
Holdings and its Subsidiaries will convey a portion of their domestic contract compression
business to the UCLP Group.
	 
	2.	 	Omnibus Agreement.
	 
	3.	 	Transactions with Affiliates in connection with the Investments set forth on Schedule 9.03.





Schedule
9.03 – 2