Exhibit 10.19


EXECUTION VERSION


 


GUARANTY AGREEMENT


 


DATED AS OF

OCTOBER 20, 2006


 


MADE BY


UCI COMPRESSOR HOLDING, L.P.,

AS
GUARANTOR


AND


UCI MLP LP LLC,

AS
GUARANTOR


AND


EACH OF THE OTHER GUARANTORS (AS DEFINED HEREIN)


 


IN FAVOR OF


 


WACHOVIA
BANK, NATIONAL ASSOCIATION,

AS ADMINISTRATIVE AGENT
















TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE I Definitions

  	
   

  	
  1

  
	
  Section 1.01

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  Section 1.02

  	
   

  	
  Rules of Interpretation

  	
   

  	
  3

  
	
  ARTICLE II Guarantee

  	
   

  	
  3

  
	
  Section 2.01

  	
   

  	
  Guarantee

  	
   

  	
  3

  
	
  Section 2.02

  	
   

  	
  Right of Contribution

  	
   

  	
  4

  
	
  Section 2.03

  	
   

  	
  No Subrogation

  	
   

  	
  4

  
	
  Section 2.04

  	
   

  	
  Amendments, Etc. with respect to the Borrower
  Obligations

  	
   

  	
  5

  
	
  Section 2.05

  	
   

  	
  Waivers

  	
   

  	
  5

  
	
  Section 2.06

  	
   

  	
  Guaranty Absolute and Unconditional

  	
   

  	
  5

  
	
  Section 2.07

  	
   

  	
  Reinstatement

  	
   

  	
  7

  
	
  Section 2.08

  	
   

  	
  Payments

  	
   

  	
  7

  
	
  ARTICLE III Representations and Warranties

  	
   

  	
  7

  
	
  Section 3.01

  	
   

  	
  Representations in Credit Agreement

  	
   

  	
  7

  
	
  Section 3.02

  	
   

  	
  Benefit to the Guarantor

  	
   

  	
  8

  
	
  Section 3.03

  	
   

  	
  Solvency

  	
   

  	
  8

  
	
  ARTICLE IV Covenants

  	
   

  	
  8

  
	
  Section 4.01

  	
   

  	
  Covenants in Credit Agreement

  	
   

  	
  8

  
	
  ARTICLE V The Administrative Agent

  	
   

  	
  8

  
	
  Section 5.01

  	
   

  	
  Authority of Administrative Agent

  	
   

  	
  8

  
	
  ARTICLE VI Subordination of Indebtedness

  	
   

  	
  9

  
	
  Section 6.01

  	
   

  	
  Subordination of All Guarantor Claims

  	
   

  	
  9

  
	
  Section 6.02

  	
   

  	
  Claims in Bankruptcy

  	
   

  	
  9

  
	
  Section 6.03

  	
   

  	
  Payments Held in Trust

  	
   

  	
  9

  
	
  Section 6.04

  	
   

  	
  Liens Subordinate

  	
   

  	
  10

  
	
  Section 6.05

  	
   

  	
  Notation of Records

  	
   

  	
  10

  
	
  ARTICLE VII Miscellaneous

  	
   

  	
  10

  
	
  Section 7.01

  	
   

  	
  Waiver

  	
   

  	
  10

  
	
  Section 7.02

  	
   

  	
  Notices

  	
   

  	
  10

  
	
  Section 7.03

  	
   

  	
  Amendments in Writing

  	
   

  	
  10

  
	
  Section 7.04

  	
   

  	
  Successors and Assigns

  	
   

  	
  10

  
	
  Section 7.05

  	
   

  	
  Survival; Revival; Reinstatement

  	
   

  	
  11

  
	
  Section 7.06

  	
   

  	
  Counterparts; Integration; Effectiveness

  	
   

  	
  11

  
	
  Section 7.07

  	
   

  	
  Severability

  	
   

  	
  12

  
	
  Section 7.08

  	
   

  	
  Set-Off

  	
   

  	
  12

  
	
  Section 7.09

  	
   

  	
  Governing Law; Submission to Jurisdiction

  	
   

  	
  12

  
	
  Section 7.10

  	
   

  	
  Headings

  	
   

  	
  13

  
	
  Section 7.11

  	
   

  	
  Acknowledgments

  	
   

  	
  13

  
	
  Section 7.12

  	
   

  	
  Additional Guarantors

  	
   

  	
  14

  
	
  Section 7.13

  	
   

  	
  Acceptance

  	
   

  	
  14

  



 


 



 i
 









ANNEXES:


I                                            Form of Assumption Agreement


SCHEDULES:


1                                          Notice Addresses of Guarantors



 ii














This GUARANTY
AGREEMENT is dated as of October 20, 2006 made by UCI COMPRESSOR HOLDING,
L.P., a Delaware limited partnership (“UCI Compressor”) and UCI MLP LP, LLC, a
Delaware limited liability company (“Limited Partner”) and each of the
signatories hereto (each of the signatories hereto, together with UCI
Compressor and the Limited Partner and the Subsidiary 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 Universal Compression, Inc.,
a corporation formed under the laws of the State of Texas (“UCI”);
Universal Compression Holdings, Inc., a corporation formed under the laws
of the State of Delaware (“Holdings”); Universal Compression Canada,
Limited Partnership, a Nova Scotia limited partnership (“Universal Canada”);
UC Canadian Partnership Holdings Company, a Nova Scotia unlimited liability company
(“UC Canadian Holdings” and together with UCI, Holdings and Universal
Canada, the “Borrowers”); the Lenders, the Administrative Agent, and the
other Agents party thereto.


R E C I T A L S


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


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 Borrowers 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 Borrowers 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.


“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
Borrowers (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 Borrowers (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 Borrowers, 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 Borrowers pursuant to the terms of any Guaranteed Documents).


“Collateral
Agreement” means that certain Collateral Agreement, dated October 20,
2006 by Universal Compression, Inc., Universal Compression Holdings, Inc.,
UCI Compressor Holding, L.P. and UCI MLP LP LLC, collectively, as Grantors in
favor of Wachovia Bank, National Association, as US 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 any 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 the 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 any 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).



 2
 









“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 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 Borrowers 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 



 3
 









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 2.01(b)(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.


(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 2.01(b)(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 any 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 any 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 2.01(b)(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 2.01(b)(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 



 4
 









Obligations, whether matured or
unmatured, in accordance with Section 11.02(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 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 Borrowers’ Obligations may from time to time be
obligated on the Borrowers’ Obligations or any additional security or
collateral for the payment and performance of the Borrowers’ Obligations may from
time to time secure the Borrowers’ 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 Borrowers need be given to any
Guarantor; and all dealings between any 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 any 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 



 5
 









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;


(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 any 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 any 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 any Borrower or any other Guarantor, or any changes
in the shareholders of any 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 Borrowers, 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 any Borrower or any
Borrower’s estate in any bankruptcy or insolvency case or proceeding; or



 6
 









(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 Borrowers or such Guarantor),
which constitutes, or might be construed to constitute, an equitable or legal
discharge of the Borrowers for the Borrower Obligations, or of such Guarantor
under the guarantee contained in this ARTICLE II, in bankruptcy or in any
other instance.


(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 any 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 any 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 any 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 any 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, any 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
Borrowers thereunder and to induce the Lenders (and their Affiliates) to enter
into Hedging Agreements with the Borrowers and their 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 



 7
 









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.


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 is a Restricted Subsidiary of Holdings 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 2.01(b)(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 



 8
 









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.


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 Borrowers 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 11.02(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 2.01(b)(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.



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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 2.01(b)(iii) of
the Credit Agreement) 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 13.02 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 13.04
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 13.06
of the Credit Agreement, no Guarantor may assign, transfer or delegate any
of its rights or obligations under this Agreement without the prior 



 10
 









written consent of the
Administrative Agent and the Lenders, and any such purported assignment,
transfer or delegation shall be null and void.


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 Borrowers
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 



 11
 









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.


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.



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(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 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



 13
 









(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 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 Holdings
that is required to become a party to this Agreement pursuant to Section 9.09
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.



 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.


 


	
  BORROWERS:

  	
  UNIVERSAL COMPRESSION, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Michael Anderson

  
	
   

  	
  Name:

  	
  J. Michael
  Anderson

  
	
   

  	
  Title:

  	
  Senior
  Vice President and

  
	
   

  	
   

  	
  Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UNIVERSAL COMPRESSION

  
	
   

  	
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Michael Anderson

  
	
   

  	
  Name: 

  	
  J. Michael Anderson

  
	
   

  	
  Title:

  	
  Senior Vice President and

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GUARANTORS:

  	
  UCI
  MLP LP LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Pamela A. Jasinki

  
	
   

  	
  Name:

  	
  Pamela A. Jasinski

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UCI COMPRESSOR HOLDING,
  L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Michael Anderson

  
	
   

  	
  Name:

  	
  J. Michael Anderson

  
	
   

  	
  Title:

  	
  Senior Vice President and

  
	
   

  	
   

  	
  Chief Financial
  Officer

  
				



 


Signature Page – Guaranty
Agreement












 


	
  Acknowledged and Agreed to
  as

  	
   

  	
   

  
	
  of the date
  hereof by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ADMINISTRATIVE AGENT:

  	
  WACHOVIA
  BANK, NATIONAL

  
	
   

  	
  ASSOCATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Todd Schanzlin

  
	
   

  	
  Name:

  	
  Todd Schanzlin

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


Signature Page – Guaranty Agreement