Exhibit 10.8  CONFORMED
COPY    
 INTERCREDITOR
AND COLLATERAL AGENCY AGREEMENT  dated
as of October 28, 2005  among  UNIVERSAL
COMPRESSION, INC., in
its individual capacity and as the initial Manager  UCO
COMPRESSION 2005 LLC,
as Issuer  WELLS
FARGO BANK 
NATIONAL ASSOCIATION, as
Indenture Trustee  WACHOVIA
BANK, NATIONAL ASSOCIATION, as
Bank Agent  THE
VARIOUS FINANCIAL INSTITUTIONS that may from time to time become
parties hereto as UCI Lenders  and  JPMorgan
Chase Bank, N.A., in
its individual capacity and as Intercreditor Collateral Agent


TABLE OF CONTENTS Section 1.
  Rules of Usage.
  1Section 2.
  Securitization Collections
  8Section 3.
  Acknowledgments Regarding
  Securitization Collateral
  8Section 4.
  Acknowledgment Regarding
  Non-Securitization Collateral
  9Section 5.
  Intercreditor Collateral
  Agent.
  9Section 6.
  Establishment of Accounts;
  Deposit of Collections.
  11Section 7.
  Allocation of Collections;
  Disbursements of Collections.
  12Section 8.
  Monitoring of Allocation Process; Effect of a Securitization
  Default; Effect of a Bank Default.
  16Section 9.
  Compensation and Indemnity of Intercreditor Collateral
  Agent; Waiver of Right of Set-off.
  17Section 10.
  Resignation by or Removal of Intercreditor
  Collateral Agent.
  19Section 11.
  No Implied Waivers, Etc
  19Section 12.
  Amendments
  19Section 13.
  Benefit of Agreement;
  Joinder.
  20Section 14.
  Severability
  20Section 15.
  Counterparts
  20Section 16.
  Notices
  20Section 17.
  Headings
  21Section 18.
  Governing Law
  21Section 19.
  No Petition
  21Section 20.
  Insolvency
  21Section 21.
  Termination
  21Section 22.
  Entire Agreement
  21


INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT  This INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of October 28,
2005 (as amended, supplemented, amended and restated or otherwise modified from
time to time in accordance with the provisions hereof, this Agreement) is among: (i)            Universal
Compression, Inc., a Texas corporation, in its individual capacity (in such
capacity, together with its successors and permitted assigns, UCI), and as the initial Manager
under the Management Agreement (in such capacity, the Manager); (ii)           UCO Compression 2005
LLC, a Delaware limited liability company (together with its successors and
permitted assigns, UCO 2005); (iii)          Wells Fargo Bank,
National Association, as indenture trustee under the hereinafter defined
Securitization Indenture for the benefit of the Noteholders and the other
Persons set forth therein (in such capacity, together with its successors and
permitted assigns, the Indenture Trustee); (iv)          Wachovia Bank,
National Association, as administrative agent on behalf of the Bank Lenders as
hereinafter defined (in such capacity, together with its successors and
permitted assigns, the Bank Agent); (v)           JPMorgan Chase Bank,
N.A., in its individual capacity and as collateral agent for the Securitization
Secured Parties (as defined herein), the UCI Lenders (as defined herein) and UCI
(in such capacity, together with its successors and permitted assigns, the Intercreditor Collateral Agent);
and (vi)          The Additional UCI
Lenders that from time to time become a party hereto in accordance with Section 13 hereof. RECITALS (1)           WHEREAS, UCI, in its
individual capacity and as Manager, will receive from time to time Collections
relating to the Domestic Contract Compression Business of (a) UCI and its
subsidiaries and (b) UCO 2005; and (2)           WHEREAS, the parties
hereto desire to execute and deliver this Agreement to set forth certain
agreements among them with respect to such Collections as provided below. NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto hereby agree as follows: Section 1.Rules of Usage;
Definitions. (a)The following
rules of usage shall apply to this Agreement (and each appendix, schedule,
exhibit and annex to the foregoing) unless otherwise required by the context or
unless otherwise defined therein. (i)The defined
terms in this Agreement shall include the plural as well as the singular, and
the use of any gender herein shall be deemed to include any other gender.  1


(ii)Accounting
terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles as in effect on the
date of this Agreement. (iii)Except as
otherwise expressly provided, any definition defined herein shall be equally
applicable to the singular and plural forms of the terms defined. (iv)Except as
otherwise expressly provided, references in this Agreement to articles,
sections, paragraphs, clauses, annexes, appendices, schedules or exhibits are
references to articles, sections, paragraphs, clauses, annexes, appendices,
schedules or exhibits in or to this Agreement. (v)References to
any Person shall include such Person, its successors and permitted assigns and
transferees. (vi)Except as
otherwise expressly provided, reference to any agreement means such agreement
as amended, restated, modified, extended or supplemented from time to time in
accordance with the applicable provisions thereof. (vii)Except as
otherwise expressly provided, references to any law includes any amendment or
modification to such law and any rules or regulations issued thereunder or any
law enacted in substitution or replacement thereof, or restatement thereof. (viii)When used in
this Agreement, words such as hereunder, hereto, hereof and herein and
other words of like import shall, unless the context clearly indicates to the
contrary, refer to the whole of this Agreement (including any other document to
the extent incorporated or referred to herein (whether or not actually attached
hereto)) and not to any particular article, section, subsection, paragraph or
clause hereof. (ix)References to including
means including without limiting the generality of any description preceding
such term and for purposes hereof the rule of ejusdem
generis shall not be applicable to limit a general statement, followed
by or referable to any enumeration of specific matters, to matters similar to
those specifically mentioned. (x)All terms used
in the UCC and not specifically defined in this Agreement are used therein as
defined in the UCC; provided, however, that references in this Agreement to any
section of the UCC shall mean, on or after the effective date of the adoption
of any revision to the UCC in the applicable jurisdiction, such revised or
successor section thereto. (xi)Except as
otherwise expressly provided, in the computation of a period of time from a
specified date to a later specified date, the word from means from and
including and the words to and until each mean to but excluding. (b)Definitions.  The following terms (whether or not underscored)
when used in this Agreement, including its preamble and recitals, shall, except
where the content otherwise requires, have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the
terms defined):  2


Additional UCI Lenders means any Person
that is a UCI Lender other than a Bank Lender and executes and delivers a Supplemental Agreement substantially
in the form of Exhibit B attached
hereto pursuant to and in accordance with the terms of Section 13 hereof. Agreement has the meaning specified in
the preamble hereto. Allocated Collections means all or any
portion of the Collections as of any date of determination that have been
allocated pursuant to the provisions of Sections 7
and 8 of this Agreement. Allocation Accounting Firm has the
meaning specified in Section 7(a)(ii)
hereof. Ambac means Ambac Assurance
Corporation, a stock insurance corporation organized and existing under the
laws of the state of Wisconsin, together with its successors and permitted
assigns. Bank Agent has the meaning specified
in clause (iv) of the preamble hereto. Bank Collateral means any collateral
in which the Bank Agent has been granted a security interest by UCI, UCH, and
certain of their subsidiaries to secure the obligations under the Bank Credit
Agreement. Bank Collateral Agreement means collectively
that certain (a) Collateral Agreement, dated as of January 14, 2005,
by UCI and UCH in favor of the Bank Agent, as such agreement may be amended,
supplemented or otherwise modified from time to time in accordance with its
terms, (b) Pledge and Security Agreement, dated as of January 14,
2005, by certain of the subsidiaries of UCI in favor of the Bank Agent, as such
agreement may be amended, supplemented or otherwise modified from time to time
in accordance with its terms, and (c) any other Security Instrument (as defined
in the Bank Credit Agreement) from time to time outstanding. Bank Credit Agreement means that certain
Senior Secured Credit Agreement, dated as of January 14, 2005, among UCI,
UCH, UC Canadian Partnership Holdings Company, the Bank Agent, Congress
Financial Corporation (Canada), and the Bank Lenders, as such agreement may be
amended, restated, supplemented or otherwise modified from time to time in
accordance with its terms. Bank Default means an Event of Default
(as defined in the Bank Credit Agreement) that has occurred and is continuing
under the Bank Credit Agreement. Bank Documents means the Bank Credit
Agreement, the Bank Collateral Agreement, the Secured Hedging Agreements and
each other agreement, document or instrument executed in connection with the
Bank Credit Agreement or the Bank Collateral Agreement. Bank Lenders means the lenders from
time to time party to the Bank Credit Agreement and the counterparties to the Secured
Hedging Agreements.  3


Bankruptcy Code means the
Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as
amended from time to time. Business Day means any day other than
a Saturday, Sunday or any other day on which banking institutions in New York,
New York, Minneapolis, Minnesota or Houston, Texas are authorized or obligated
by law, executive order or governmental decree to be closed. Collateral means the Securitization
Collateral and the Non-Securitization Collateral. Collection Parties means the
Securitization Secured Parties and the UCI Lenders. Collections means cash, checks and
other instruments or any other method of payment and all other amounts
whatsoever owned by, owing to or paid to (a) UCI or its subsidiaries, (b) UCI
in its capacity as Manager, or (c) UCO 2005, in each case from time to
time. Compressor means a natural gas or coal
methane compressor equipment unit, together with any tangible components
thereof, all related appliances, parts, accessories, appurtenances, accessions,
additions, improvements, replacements thereto, all other equipment or
components of any nature from time to time incorporated or installed therein
and all substitutions for any of the foregoing. Disputed Allocations has the meaning
specified in Section 7(c)
hereof. Domestic Contract Compression Business
means (i) with respect to UCI, the natural gas compression contract
business of UCI and its subsidiaries inthe United States of America and (ii) with
respect to UCO 2005, the natural gas compression contract business of UCO 2005
in the United States of America. Enhancement Agreement is defined in
Appendix A to the Securitization Indenture. Indenture Trustee has the meaning
specified in clause (iii) of the preamble hereto. Intercreditor Collateral Agent has the
meaning specified in clause (v) of the preamble hereto. Interest Rate Hedge Provider means any
counterparty to a cap, collar or other hedging instrument permitted to be
entered into pursuant to the Securitization Indenture. Letter Agreement means either or both
as the context may require of (a) that certain letter agreement, dated October 28,
2005, between UCI, in its individual capacity and as Manager, Ambac and the
other parties thereto, and (b) that certain letter agreement, dated October 28,
2005, between UCI, in its individual capacity and as Manager, Wachovia Capital
Markets, LLC, as Deal Agent, and the other parties thereto,  4


as each may be amended, supplemented or otherwise modified from time to
time in accordance with the provisions thereof. Lien means any security interest, lien
(statutory or other), charge, pledge, equity, mortgage, hypothecation,
assignment for security or encumbrance of any kind or nature whatsoever. Lockbox Account means the lockbox
account number 972641, and the related separate bank deposit account, account
number 636283392 maintained in the name of the Intercreditor Collateral Agent
for the benefit of the Collection Parties and UCI with the Intercreditor
Collateral Agent.  The remittance address
to be used for payments and deposits to the Lockbox Account is Universal
Compression, Inc., P.O. Box 972641, Dallas, Texas 75397-2641. Lockbox Agreements has the meaning
specified in Section 22
hereof. Management Agreement means that
certain Management Agreement, dated as of October 28, 2005 by and between the
Manager and UCO 2005, as such agreement may be amended, modified or
supplemented from time to time. Manager has the meaning specified in clause
(i) of the preamble hereto. Misallocation has the meaning
specified in Section 7(b)(iii)
hereof. Non-Securitization Collateral means
(i) all Compressors and other assets received by UCI or the Manager that do not
constitute Securitization Collateral and (ii) all Non-Securitization
Collections. Non-Securitization Collections means
all Collections received by UCI and/or the Manager that do not constitute
Securitization Collections. Noteholder means a Person in whose
name a Note is registered in accordance with the terms of the Securitization
Indenture. Notes means any of the promissory
notes executed by UCO 2005 and authenticated by or on behalf of the Indenture
Trustee pursuant to and issued under the Securitization Indenture. Person means any natural person,
corporation, limited liability company, trust, joint venture, association,
company, partnership, limited partnership or other entity. Related Documents is defined in
Appendix A to the Securitization Indenture. Repetitive Wire Instructions means a
notice substantially in the form of Exhibit
A attached hereto. Requisite Global Majority is defined
in Appendix A to the Securitization Indenture. Returned Items has the meaning
specified in Section 9(b)(ii)
hereof.  5


Secured Hedging Agreements has the
meaning assigned in the Bank Collateral Agreement. Securitization Account has the meaning
specified in Section 7(b)(ii)
hereof, which account shall initially be the Trust Account. Securitization Accountants has the
meaning specified in Section 7(a)(ii)
hereof. Securitization Collateral means,
collectively, all right, title and interest of UCO 2005 in the property and
rights subject to the security interest granted by UCO 2005 under the
Securitization Indenture (including, without limitation, the Securitization Compressors
and the User Contracts). Securitization Collections has the
meaning specified in Section 2
hereof. Securitization Compressors means, as
of any date of determination, all Compressors owned by UCO 2005 as of such date. Securitization Default means a Manager
Default (as defined in Appendix A to the Securitization Indenture), an Event of
Default (as defined in Appendix A to the Securitization Indenture) or a UCI
Event (as defined in Appendix A to the Securitization Indenture). Securitization Documents means the
Securitization Indenture, the Enhancement Agreements, the Management Agreement,
each other Related Document (as defined in Appendix A to the Securitization
Indenture), the Letter Agreement and each other agreement, document or
instrument executed in connection with the Securitization Indenture. Securitization Indenture means that
certain Indenture, dated as of October 28, 2005 between UCO 2005 and the
Indenture Trustee, as such agreement may be amended, supplemented or otherwise
modified from time to time in accordance with its terms. Securitization Obligations means,
collectively, (a) any and all sums owing (i) to the Noteholders under
the Securitization Indenture, (ii) to any Series Enhancer, including under
any Enhancement Agreement, (iii) to the Indenture Trustee under the
Securitization Indenture or any other Securitization Document and (iv) to
the Interest Rate Hedge Providers and (b) without duplication of amounts
described in clause (a), all other obligations, direct or contingent,
joint, several or independent of UCO 2005, or any other obligor under the
Securitization Documents now or hereafter existing, due or to become due,
including any interest accruing subsequent to the filing of a petition in
bankruptcy, whether or not such interest is an allowed claim under applicable
law. Securitization Secured Parties means,
collectively, the Indenture Trustee, UCO 2005, each Series Enhancer, each
Interest Rate Hedge Provider and the Noteholders. Series Enhancer is defined in Appendix
A to the Securitization Indenture.  6


Trust Accountis defined in Appendix A to
the Securitization Indenture. UCC means the Uniform Commercial Code
(or any successor statute) of the State of New York as in effect from time to
time or of any other state or jurisdiction the laws of which are required by
Section 9-301 thereof to be applied in connection with the issue of perfection
of security interests. UCH means Universal Compression
Holdings, Inc. UCI has the meaning specified in
clause (i) of the preamble hereto. UCI Account means account no. 636283384
maintained with the Intercreditor Collateral Agent on behalf of and in the name
of UCI. UCI Accountants has the meaning
specified in Section 7(a)(ii). UCI Lender Documents means the credit
agreements, reimbursement agreements, Secured Hedging Agreements, lease
agreements, indentures, including, without limitation, the Bank Documents, that
UCI has entered into, or may enter into in the future, with various UCI
Lenders, pursuant to which UCI has granted or may in the future grant to any or
all such UCI Lenders, a security interest in and Liens on any
Non-Securitization Collateral. UCI Lenders means the various lenders,
lessors and/or owners, including, without limitation, the Bank Agent, the Bank
Lenders and each Additional UCI Lender, with which UCI has entered into, or may
enter into in the future, any UCI Lender Document. UCI Obligations means any and all sums
owing under the UCI Lender Documents and all other obligations, direct or contingent,
joint, several or independent of UCI or any other obligor under the UCI Lender
Documents now or hereafter existing, due or to become due, including any
interest accruing subsequent to the filing of a petition in bankruptcy, whether
or not such interest is an allowed claim under applicable law. UCO 2005 has the meaning specified in clause
(ii) of the preamble hereto. Unallocated Collections has the
meaning specified in Section 7(a)(ii)
hereof. User
means any Person (other than UCO 2005) that contracts or subcontracts for the
service of any Securitization Compressor. User Contract means any contract with
respect to the service of one or more Securitization Compressors entered into between
the UCO 2005 (or UCI acting on behalf of UCO 2005), as obligor, and a User, as
obligee.  7


Section 2.Securitization
Collections.  The
following shall constitute the Securitization
Collections: (a)all Collections
in respect of UCO 2005s Domestic Contract Compression Business, including,
without limitation, any and all contract payments under User Contracts of the
Securitization Compressors; (b)all Collectionsin respect of the sale, transfer or disposition of any Securitization
Collateral and all Collections in respect of any casualty or other event of
loss affecting any Securitization Collateral; and (c)all proceeds
and productsof any and all of the foregoing. Section 3.Acknowledgments
Regarding Securitization Collateral.  Each UCI Lender party hereto hereby
acknowledges and agrees that, until all Securitization Obligations shall have
been paid in full in cash: (a)In the event
that any Liens on or security interest in all or any portion of the
Securitization Collateral at any time exists in favor of any UCI Lenders, each
such UCI Lender will, immediately upon the request of the Indenture Trustee,
release or otherwise terminate such security interest in and Lien upon such
Securitization Collateral and such UCI Lender will immediately deliver such
release documents as the Indenture Trustee may require in connection therewith. (b)Without
limiting the agreements contained in paragraph (a) above, all
security interests in or Liens on the Securitization Collateral now or at any
time hereafter granted by UCO 2005 to the Indenture Trustee or, pursuant to the
Securitization Documents, secure the Securitization Obligations and shall be
prior, paramount, and superior to any and all Liens and security interests, if
any, on or in such Securitization Collateral heretofore, now or at any time
hereafter granted by UCI to any UCI Lender, either pursuant to the UCI Lender
Documents or otherwise (and, as such, any interest of any UCI Lender in the
Securitization Collections and the Securitization Collateral shall be at all times
subordinated to the interest of the Indenture Trustee therein), regardless of
the date of execution of any such Lien documents or the order of filing of any
of them for record in any public office. 
The Lien priorities provided in this Section 3(b) shall not be altered or otherwise
affected by any amendment, modification, supplement, extension, renewal,
restatement or refinancing of either the Securitization Obligations or the
Securitization Documents, on the one hand, or the UCI Obligations or the UCI
Lender Documents, on the other hand, nor by any action or inaction which the
Indenture Trustee, or any other beneficiary under the Securitization Indenture
may take or fail to take in respect of the Securitization Collections and the
Securitization Collateral. (c)Each UCI Lender
hereby fully, unconditionally and irrevocably disclaims, waives, relinquishes
and releases any right, title or interest (including any Lien) it may have, now
or in the future, to the Securitization Collateral, including, without limitation,
to (i) foreclose or otherwise realize upon, or attempt to foreclose or
otherwise realize upon any of the Securitization Collateral, including, without
limitation, the Securitization Collections, or assert any claims or interests
therein, or (ii) seek to obtain possession of or issue or cause to be
issued any levies, garnishments, attachments, or other legal process of any
kind or nature against any of the Securitization Collateral, including, without
limitation, the Securitization Collections, or (iii) contact any Users or
other Persons that are account debtors or obligees with respect to any  8


Securitization
Collateral, to the extent such contact relates to any User Contract or other
Securitization Collateral. Section 4.Acknowledgment
Regarding Non-Securitization Collateral.  The Indenture Trustee hereby acknowledges and
agrees that, so long as any UCI Obligations are outstanding: (a)In the event
that any Liens on or security interest in all or any portion of the
Non-Securitization Collateral at any time exists in favor of the Indenture
Trustee, the Indenture Trustee will, immediately upon the request of UCI or the
Bank Agent, release or otherwise terminate such security interest in and Lien
upon such Non-Securitization Collateral and the Indenture Trustee will
immediately deliver such release documents as UCI or the Bank Agent may require
in connection therewith. (b)Without
limiting the agreements contained in paragraph (a) above, all
security interests in or Liens on the Non-Securitization Collateral now or at
any time hereafter granted by UCI to any UCI Lender pursuant to the UCI Lender
Documents, secure the UCI Obligations and shall be prior, paramount, and
superior to any and all Liens and security interests, if any, on or in such
Non-Securitization Collateral heretofore, now or at any time hereafter granted
to the Indenture Trustee, either pursuant to the Securitization Documents or
otherwise (and, as such, any interest of the Indenture Trustee in the
Non-Securitization Collections and the Non-Securitization Collateral shall be
at all times subordinated to the interest of any such UCI Lender), regardless
of the date of execution of any such Lien documents or the order of filing of
any of them for record in any public office. 
The Lien priorities provided in this Section 4(b) shall not be altered or otherwise
affected by any amendment, modification, supplement, extension, renewal,
restatement or refinancing of either the UCI Obligations or the UCI Lender
Documents, on the one hand, or the Securitization Obligations or the
Securitization Documents, on the other hand, nor by any action or inaction
which the UCI Lenders may take or fail to take in respect of the
Non-Securitization Collateral. (c)The Indenture
Trustee hereby fully, unconditionally and irrevocably disclaims, waives,
relinquishes and releases any right, title or interest (including any Liens) it
may have, now or in the future, to the Non-Securitization Collateral,
including, without limitation, to (i) foreclose or otherwise realize upon,
or attempt to foreclose or otherwise realize upon any of the Non-Securitization
Collateral, or assert any claims or interests therein, or (ii) seek to
obtain possession of or issue or cause to be issued any levies, garnishments,
attachments, or other legal process of any kind or nature against any of the
Non-Securitization Collateral, or (iii) contact any parties who are
account debtors or obligees with respect to Non-Securitization Compressors to
the extent such contact relates to the Non-Securitization Collateral. Section 5.Intercreditor
Collateral Agent. (a)Appointment.  Each of the Collection Parties and UCI hereby
designates the Intercreditor Collateral Agent to act, and the Intercreditor
Collateral Agent hereby accepts such designation to act, as specified herein
and as such Collection Partys nominee and agent under the UCI Lender Documents
and under the Securitization Documents, as the case may be, and, in the case of
UCI, to act as UCIs nominee and agent under the UCI Lender Documents, the
Securitization Documents and otherwise for UCI in its own capacity, to hold for
such Collection Partys and UCIs respective benefit, as its interest may
appear, all Collections from the Collateral that may from time to time be in
the possession or control of the Intercreditor Collateral Agent in the Lockbox
Account.  Without prejudice to the rights
of the Collection Parties to enforce the Securitization Documents and the UCI
Lender Documents, as applicable,  9


each
of the Collection Parties and UCI hereby irrevocably authorizes the
Intercreditor Collateral Agent to take such action, to exercise such powers and
remedies and to perform such duties hereunder as are specifically provided or
delegated to or required of the Intercreditor Collateral Agent by the terms
hereof and such other powers as are reasonably incidental thereto.  The Intercreditor Collateral Agent may perform
any of its duties hereunder by or through its agents or employees. (b)Duties of
Intercreditor Collateral Agent. (i)The
Intercreditor Collateral Agent shall not be deemed to have any knowledge
(imputed or otherwise) of:  (A) any
of the terms or conditions of the UCI Lender Documents, the Securitization
Documents or any documents referred to therein or relating to any financing
arrangement between or among any of the Collection Parties and/or UCI, or any
other party, or any breach thereof, or (B) any occurrence or existence of
a default thereunder.  The Intercreditor
Collateral Agent has no obligation to inform any Person of any breach under any
such UCI Lender Document or Securitization Document or take any action in
connection with any of the foregoing, except such actions as are specified in this
Agreement. (ii)The
Intercreditor Collateral Agent is not responsible for the enforceability or
validity of any security interest in the Collateral and the Lockbox Account. (iii)The
Intercreditor Collateral Agent shall have no duties or responsibilities to the
Collection Parties or UCI except those expressly set forth or described herein
and the duty to exercise ordinary care with respect to the Collections in its
possession or under its control and as required by applicable law.  With respect to the immediately preceding
sentence, the Intercreditor Collateral Agent shall be deemed to have exercised ordinary
care if its action or failure to act is in conformity with general banking
usages or is otherwise in accordance with commercially reasonable practices of
the banking industry.  Except as set
forth above with respect to the Intercreditor Collateral Agents duties with
respect to the Collections in its possession or under its control, neither the
Intercreditor Collateral Agent nor any of its officers, directors, employees or
agents shall be liable to the Collection Parties or UCI for any action taken or
omitted by it as such hereunder, or in connection herewith, unless caused by
its or their gross negligence or willful misconduct. (iv)The duties of
the Intercreditor Collateral Agent as agent of the Collection Parties and UCI
shall be mechanical and administrative in nature.  The Intercreditor Collateral Agent shall not
have, by reason of this Agreement or any Securitization Document or UCI Lender
Document, a fiduciary relationship in respect of any Collection Parties or UCI
and nothing herein expressed or implied, is intended to or shall be so
construed as to impose upon the Intercreditor Collateral Agent any obligations
in respect of any Securitization Document or UCI Lender Document except as
expressly set forth herein.  The
Intercreditor Collateral Agent shall not be liable for consequential,
incidental or special damages even if it has been advised of the possibility of
same.  The Intercreditor Collateral Agent
shall not be liable for failure to perform its obligations when the failure
arises out of causes beyond its control, including, without limitation, an act
of a governmental or regulatory authority, an act of God, accident, equipment
failure, labor disputes or system failure, provided it has exercised
commercially reasonable diligence with respect thereto.  10


(c)Reliance of the
Intercreditor Collateral Agent.  The Intercreditor Collateral Agent shall be
entitled to rely, and shall be fully protected in relying, upon any note,
writing, resolution, notice, statement, certificate, telex, teletype or
telecopier message, cablegram, radiogram, order or other document or telephone
message that the Intercreditor Collateral Agent reasonably believes in good
faith to be signed, sent or made by any apparently authorized person or entity,
with respect to all matters pertaining to the Collateral (including, without
limitation, the Collections) and the Lockbox Account and its duties
hereunder.  Neither any Collection Party
nor UCI shall have any right of action whatsoever against the Intercreditor
Collateral Agent as a result of the Intercreditor Collateral Agent acting or
refraining from acting based upon instructions given to the Intercreditor
Collateral Agent pursuant to and consistent with this Agreement to so act or
refrain from acting, provided that such action or refraining from acting is in
accordance with this Agreement.  Unless
expressly provided herein, the Intercreditor Collateral Agent shall have a
reasonable opportunity to act after the receipt of any notice or instruction as
described herein. Section 6.Establishment
of Accounts; Deposit of Collections. (a)UCI shall cause
the Lockbox Account to be maintained with the Intercreditor Collateral Agent.  The Lockbox Account shall at all times be
held in the name of, and under the exclusive dominion and control of, the
Intercreditor Collateral Agent for the benefit of the Collection Parties and UCI,
at the expense of UCI.  UCI in its
individual capacity agrees that the Lockbox Account shall be under the
exclusive dominion and control of the Intercreditor Collateral Agent and that
it shall not, and shall have no right to, make withdrawals therefrom, give any
instructions with respect thereto, or have access thereto, except with respect
to Non-Securitization Collections constituting Non-Securitization Collateral to
the extent provided in Section 7(b)(i)
hereof and with respect to Securitization Collections constituting
Securitization Collateral pursuant to Section
7(b)(ii) hereof.  The
Collection Parties hereby agree that the Lockbox Account shall be under the
exclusive dominion and control of the Intercreditor Collateral Agent and the
Collection Parties shall not, and shall have no right to, make withdrawals
therefrom, give any instructions with respect thereto, or have access
thereto.  Each of UCI and the
Intercreditor Collateral Agent agrees that it shall not transfer any funds from
the Lockbox Account to the Securitization Account or the UCI Account or to any
other account unless such transfer is in accordance with Section 7 or Section 8 hereof. (b)Without
limiting the effectiveness of the security interests or Liens granted under the
Securitization Indenture or any other Securitization Document, UCO 2005, hereby
assigns, conveys, mortgages and hypothecates to the Intercreditor Collateral
Agent, for the benefit of the Indenture Trustee, and hereby pledges and grants
to the Intercreditor Collateral Agent, for the benefit of the Indenture
Trustee, a security interest in and a continuing Lien on, all of UCO 2005s
right, title and interest, whether now owned or existing or hereafter created
or acquired in, to and under the Lockbox Account, including, without limitation,
any and all deposits, monies, securities or other property (including any
investment property) from time to time in or constituting the Lockbox Account,
including any Collections in respect of any Securitization Collateral, as
security for its obligations under this Agreement and the Securitization
Documents. (c)UCI, in its own
capacity, as Manager under the Securitization Documents and as manager and/or
collection agent from time to time for various third parties, in each such
capacity, hereby assigns, conveys, mortgages and hypothecates to the
Intercreditor Collateral Agent, for the benefit of the UCI Lenders and the
Securitization Secured Parties (and the successors and assigns of any of them),
and hereby pledges and grants to the Intercreditor Collateral Agent, for the
benefit of the UCI Lenders and the Securitization Secured Parties (and for the
benefit of the successors and assigns of any of them), as their interests may
appear, a security interest in and a  11


continuing
Lien on, all of UCIs right, title and interest, whether now owned or existing
or hereafter created or acquired in, to and under Lockbox Account, including,
without limitation, any and all deposits, monies, securities or other property
(including any investment property) from time to time in or constituting the
Lockbox Account, including any Collections from the Domestic Contract
Compression Business in respect of any Securitization Collateral and
Non-Securitization Collateral, as security for its obligations under this
Agreement, the Securitization Documents and the UCI Lender Documents. (d)The parties
hereto each agree and acknowledge that (i) the security interests and
Liens granted pursuant to this Section 6
constitute control under and for purposes of Section 9-104(a)(1) of the UCC
for the benefit of the various parties named herein, (ii) JPMorgan Chase
Bank, N.A., in its individual capacity and as the Intercreditor Collateral
Agent, will, for purposes of Section 9-104(a)(2) and Sections 8-106 and
8-501 of the UCC, for the benefit of the Indenture Trustee, comply with
instructions originated by the Indenture Trustee (as directed by the Requisite
Global Majority) directing the disposition of the funds in the Lockbox Account
that are properly allocable to the Securitization Collateral pursuant to Section 7 and 8 hereof without further notice by or
to any party and (iii) the Intercreditor Collateral Agents jurisdiction
for purposes of Article 9-304 of the UCC is New York.  Notwithstanding the foregoing, the
Intercreditor Collateral Agent and each of the Collection Parties agree that UCI
shall have the right to allocate Collections in the Lockbox Account to the
extent provided in Section 7(a)(i),
7(a)(ii), 7(c) or 8(a) hereof and disburse any Non-Securitization
Collections to the extent so permitted in accordance with Section 7(b)(i) hereof. (e)UCI shall (i) cause
all Collections with respect to the Domestic Contract Compression Business,
including, without limitation, all contract payments made by Users, account
debtors, obligees or sub-obligees of Securitization Compressors and by account
debtors, obligees or sub-obligees of any Non-Securitization Compressors, all
casualty proceeds from Securitization Compressors and Non-Securitization
Compressors, all other payments from the Domestic Contract Compression Business
in respect of the Securitization Collateral and Non-Securitization Compressors paid
by account debtors, and other obligors in respect thereof, to be deposited
directly in, or credited directly to, the Lockbox Account and (ii) notify
all persons and entities obligated to UCI, or making payments to UCI for the
benefit of any other Person, in respect of the Domestic Contract Compression
Business to make all such payments directly into the Lockbox Account. Section 7.Allocation of
Collections; Disbursements of Collections. (a)Allocations. (i)On each
Business Day, UCI shall allocate all Collections then on deposit in or
constituting the Lockbox Account between Securitization Collections and
Non-Securitization Collections and provide written notice thereof (which notice
may be made by facsimile or electronic mail) to the Indenture Trustee and the
Bank Agent prior to the close of business on the day on which such allocations
are made.  UCI will do monthly
reallocations of Collections related to Securitization Compressors transferred
in or out of the Securitization Collateral during such period. (ii)In the event
the Bank Agent at any time or for any reason questions any Allocated
Collection, UCI agrees to promptly cooperate and direct the UCI Accountants (as
defined below) to work with the Bank Agent and its representatives to explain
such Allocated Collection and provide such other information regarding same as
reasonably  12


requested
from time to time by the Bank Agent.  The
Indenture Trustee (at the direction of the Requisite Global Majority or as
otherwise provided in the Letter Agreement) may appoint an independent accounting
firm (the Securitization Accountants)
to examine, at such times and in such manner as set forth in the second
sentence of Section 1 of the Letter Agreement, the books and records of UCI
that would constitute the basis for properly allocating any Collections then on
deposit in the Lockbox Account that have theretofore not been allocated
(collectively, the Unallocated
Collections), including, without limitation, all User Contracts
and related invoices in respect thereof, and such Securitization Accountants
shall cooperate with UCIs in-house accountants (the UCI Accountants) (and UCI hereby
agrees that it shall direct the UCI Accountants to cooperate with the
Securitization Accountants so appointed by the Indenture Trustee) to determine
the allocation of such Unallocated Collections and the Bank Agent shall have
the right to have its representatives present during all such calls and
meetings and UCI shall cause the Bank Agent to be contemporaneously copied on
all written information regarding the determination of such allocations in each
case; provided, however, that if the UCI Accountants and the
Securitization Accountants are not able to agree on the allocation of such
Unallocated Collections within five (5) Business Days, then UCI (with the
written approval of the Bank Agent, which approval shall not be unreasonably
withheld or delayed) and the Indenture Trustee (at the direction of the Requisite
Global Majority), within one (1) Business Day after such five (5) Business Day
period expires, shall select another nationally recognized accounting firm (the
Allocation Accounting Firm)
which is reasonably acceptable to UCI and the Indenture Trustee to determine
the proper allocation of such Unallocated Collections.  The determination of such Allocation Accounting
Firm shall be final and binding upon UCI, the Bank Agent, the other UCI Lenders,
the Indenture Trustee and the Requisite Global Majority, and UCI shall promptly
provide notice of such appointment to the Bank Agent.  UCI agrees that it shall make the Bank Agent
privy to all communications involving the Allocation Accounting Firm relating
to the proper allocation of such Unallocated Collections and the Bank Agent
shall be entitled to communicate with UCI and the Allocation Accounting Firm
regarding the same.  UCI shall allocate
all Unallocated Collections (a) as mutually agreed by the UCI Accountants
and the Securitization Accountants or (b) as determined by the Allocation
Accounting Firm pursuant to this Section 7(a)(ii),
as applicable, and in each case provide written notice thereof (which notice
may be made by facsimile or electronic mail) to the Indenture Trustee and the
Bank Agent prior to the close of business on the day on which such allocations
are made.  All fees, costs and expenses
of the Securitization Accountants and the Allocation Accounting Firm under this
Section 7(a)(ii) shall
be paid in accordance with the Letter Agreement. (iii)In the event
that UCI is replaced as Manager, then allocations of Collections pursuant to Section 7(a)(i) or 7(a)(ii) above shall be made in good
faith based upon the information provided by the then current Manager. (iv)Notwithstanding
anything contained herein to the contrary, each of the parties hereto agrees
that the provisions of Sections 3
and 4 above constitute a subordination
agreement for purposes of Section 510(a) of the Bankruptcy Code. (v)Each party
hereto agrees that it will abide by allocations of Collections held in the
Lockbox Account made in accordance with this Section 7(a).  13


(b)Disbursements. (i)So long as the
Intercreditor Collateral Agent has not received notice pursuant to Section 8(b) or 8(c) to the effect that
a Securitization Default or Bank Default, respectively, has occurred (and had a
commercially reasonable opportunity to act thereon) on any Business Day, after UCI
makes any allocation of Collections pursuant to Sections 7(a)(i), 7(a)(ii), 7(c) or 8(a) hereof, UCI may
use electronic banking methods acceptable to the Intercreditor Collateral Agent
and consistent with past practice to direct the Intercreditor Collateral Agent
to transfer collected funds from the Lockbox Account to the UCI Account in an
amount in the aggregate equal to the Allocated Collections constituting
Non-Securitization Collections, prior to the close of business on such day;
provided, however, (i) if such electronic banking methods are not
available due to force majeure, such transfer shall be made as promptly as
practicable after such electronic banking methods resume and (ii) to the
extent UCI is obligated by Applicable Law to obtain evidence of approvals to
make such transfers and it is not practicable to obtain such evidence or
approvals on such Business Day, such transfer shall be made by noon Central
Time on the next Business Day.  After the
occurrence of a Securitization Default or a Bank Default, Allocated Collections
constituting Non-Securitization Collections shall be disbursed in accordance
with Section 8(c)
hereof. (ii)So long as the
Intercreditor Collateral Agent has not received notice pursuant to Section 8(b) or 8(c) to the effect that a
Securitization Default or a Bank Default, respectively, has occurred (and has
had a commercially reasonable opportunity to act thereon), on the same Business
Day as UCI makes any allocation of Collections pursuant to Section 7(a)(i), 7(a)(ii), 7(c) or 8(a)
hereof, prior to the close of business on such day, UCI will use electronic
banking methods acceptable to the Intercreditor Collateral Agent and consistent
with past practice to direct the Intercreditor Collateral Agent to transfer
funds from the Lockbox Account to the Trust Account or the account specified by
the Indenture Trustee (at the direction of the Requisite Global Majority) in
the then current Repetitive Wire Instructions delivered to the Intercreditor
Collateral Agent (such account, or any other account that may be specified by
the Indenture Trustee in a subsequent delivery of Repetitive Wire Instructions,
the Securitization Account)
in an amount equal to the Allocated Collections constituting Securitization
Collections.  After the occurrence of a
Securitization Default or a Bank Default, Allocated Collections constituting
Securitization Collections shall be disbursed in accordance with Section 8(b) hereof. (iii)In the event
that an allocation of Collections under Section 7(a)
or disbursement of Allocated Collections pursuant to Section 7(b) is made to (A) the
UCI Account in excess of the Non-Securitization Collections or (B) the
Securitization Account in excess of the Securitization Collections (any such
event in clauses (A) and (B) above, a Misallocation), then UCI shall
immediately notify the Indenture Trustee and the Bank Agent thereof, and (x) in
the case of a Misallocation described in clause (A) above, UCI and the UCI
Lenders and (y) in the case of a Misallocation described in clause (B)
above, the Indenture Trustee, shall, upon receipt of such written notice from UCI
to the effect of the foregoing, hold such amount for the benefit of the Intercreditor
Collateral Agent and the Securitization Secured Parties or the UCI Lenders, as
applicable, and remit and payover any and all such amounts received to the
Intercreditor Collateral Agent for proper allocation in accordance with the
provisions of Section 7(a)
above or Section 7(c)
or 8(a) below (as
applicable), to the extent that such amounts are still held by such
Person.  In the event that any
Misallocation occurs, UCI covenants and agrees to  14


deposit
into the Lockbox Account an amount in cash equal to such Misallocation (net of
any portion thereof that has been paid over by the UCI Lenders or the Indenture
Trustee pursuant to the preceding sentence) for proper allocation and
disbursement in accordance with the provisions hereof within three (3) Business
Days after the earlier of the date on which UCI shall have knowledge thereof
and the date on which UCI receives notice from any other Person (including
pursuant to the procedures described in Section 7(c)
hereof) of such Misallocation. (c)Disputed
Allocations. (i)In the event
that the Indenture Trustee (acting at the direction of the Requisite Global
Majority) disputes the allocation of any Allocated Collections in good faith
(any such disputed allocation of Collections, collectively, the Disputed Allocations), then in such
event the Indenture Trustee (at the direction of the Requisite Global Majority
or as otherwise provided in the Letter Agreement) may appoint the
Securitization Accountants to examine, at such times and in such manner as set
forth in the second sentence of Section 1 of the Letter Agreement, the books
and records of UCI which constitute the basis for properly allocating such
Disputed Allocations, including, without limitation, all User Contracts and
related invoices in respect thereof, and such Securitization Accountants shall
cooperate with the UCI Accountants (and UCI hereby agrees that it shall direct
the UCI Accountants to cooperate with the Securitization Accountants so
appointed by the Indenture Trustee) to determine the allocation of such
Disputed Allocations and the Bank Agent shall have the right to have its
representatives present during all such calls and meetings and UCI shall cause
the Bank Agent to be contemporaneously copied on all written information
regarding the determination of such Disputed Allocations in each case; provided,
however, that if the UCI Accountants and the Securitization Accountants
are not able to agree on the allocation of such Disputed Allocations within
five (5) Business Days, then UCI (with the written approval of the Bank Agent,
which approval shall not be unreasonably withheld or delayed) and the Indenture
Trustee (at the direction of the Requisite Global Majority), within one (1)
Business Day after such five (5) Business Day period expires, shall appoint the
Allocation Accounting Firm to determine the proper allocation of such Disputed
Allocations.  The determination of such
Allocation Accounting Firm shall be final and binding upon UCI, the Bank Agent,
the Other UCI Lenders, the Indenture Trustee and the Requisite Global Majority.  UCI shall allocate all Disputed Allocations
(i) as mutually agreed by the UCI Accountants and the Securitization
Accountants or (ii) as determined by the Allocation Accounting Firm
pursuant to this Section 7(c),
as applicable, and in each case provide written notice thereof (which notice
may be made by facsimile or electronic mail) to the Indenture Trustee and the
Bank Agent prior to the close of business on the day on which such allocations
are made.  All fees, costs and expenses
of the Securitization Accountants and the Allocation Accounting Firm under this
Section 7(c) shall be
paid in accordance with the Letter Agreement. (ii)In the event
the Bank Agent at any time or for any reason questions any Allocated
Collection, UCI agrees to promptly cooperate and direct the UCI Accountants to
work with the Bank Agent and its representatives to explain such Allocated
Collection and provide such other information regarding same as reasonably
requested from time to time by the Bank Agent.  15


Section 8.Monitoring of
Allocation Process; Effect of a Securitization Default; Effect of a Bank
Default. (a)Monitoring of
Allocation Process.  The
Indenture Trustee (acting at the direction of the Requisite Global Majority or
as otherwise provided in the Letter Agreement) may appoint the Securitization
Accountants to examine, at such times and in such manner as set forth in the
second sentence of Section 1 of the Letter Agreement, the books and records of UCI
that would constitute the basis for properly allocating the Collections,
including, without limitation, any User Contracts, contracts, agreements and
invoices in respect thereof, and such Securitization Accountants shall
(i) cooperate with the UCI Accountants (and UCI hereby agrees that it
shall direct the UCI Accountants to cooperate with the Securitization
Accountants so appointed by the Indenture Trustee) to determine the allocation
of all Collections from time to time on deposit in the Lockbox Account and
(ii) have access to such books and records that would constitute the basis
for properly allocating the Collections, including, without limitation, any User
Contracts, contracts, agreements and invoices in respect thereof, and any other
resources of UCI reasonably necessary to monitor the allocation process on a
day-to-day basis with respect to all current or future allocations of
Collections received by or in the Lockbox Account as set forth in this
Agreement; provided, however, that if the UCI Accountants and the
Securitization Accountants are not able to agree on the allocation of any such
Collections, then UCI (with the written approval of the Bank Agent, which
approval shall not be unreasonably withheld or delayed) and the Indenture
Trustee (at the direction of the Requisite Global Majority) shall appoint the
Allocation Accounting Firm to determine the proper allocation of all such
Collections and all future Collection from such date.  The Indenture Trustee shall have no duty to
monitor the allocation process pursuant to Section 7
or 8 hereof, and shall take
action only upon the receipt of direction from the Requisite Global Majority.  Upon and after the exercise by the Indenture
Trustees rights under this Section 8(a),
UCI shall allocate all Collections then on deposit in the Lockbox Account and
all future Collections received by or deposited in the Lockbox Account (x) as
mutually agreed by the UCI Accountants and the Securitization Accountants or
(y) as determined by the Allocation Accounting Firm pursuant to this Section 8(a), and in each case
provide written notice thereof (which notice may be made by facsimile or
electronic mail) to the Indenture Trustee and the Bank Agent prior to the close
of business on the day on which such allocations are made.  All fees, costs and expenses of the
Securitization Accountants and the Allocation Accounting Firm under this Section 8(a) shall be paid in
accordance with the Letter Agreement. (b)Effect of a
Securitization Default. 
After the occurrence of a Securitization Default the Indenture Trustee
shall notify the Intercreditor Collateral Agent to such effect and after the
Intercreditor Collateral Agent has received such notice and has had a commercially
reasonable opportunity to act thereon, then, subject to the other provisions of
this Agreement and to the terms of the Securitization Documents, (i) the
Intercreditor Collateral Agent shall take such steps as may be instructed in
writing by the Indenture Trustee (as directed by the Requisite Global Majority)
to receive, hold and distribute all or any portion of the Securitization
Collateral (including, without limitation, any Securitization Collections) and
proceeds thereof and to comply with its other obligations set forth in this
Agreement, and (ii)  the Indenture Trustee (at the direction of the Requisite
Global Majority) may take such steps as it is entitled to take under the
Securitization Documents with respect to enforcement of any Securitization
Document and collection and realization of the Securitization Collateral (or
any portion thereof) and the proceeds thereof. 
In permitting the Indenture Trustee to distribute Securitization
Collateral from the Lockbox Account pursuant to this Section 8(b), the Intercreditor
Collateral Agent may rely conclusively on the notice provided by the Indenture
Trustee to the effect that a Securitization  16


Default
has occurred without conducting any independent investigation thereof and
notwithstanding any assertion or evidence to the contrary. (c)Effect of a
Bank Default.  After the
occurrence of a Bank Default the Bank Agent shall notify the Intercreditor
Collateral Agent to such effect and after the Intercreditor Collateral Agent
has received such notice and has had a commercially reasonable opportunity to
act thereon, then, subject to the other provisions of this Agreement and to the
terms of the Bank Documents, (i) the Intercreditor Collateral Agent shall
take such steps as may be instructed in writing by the Bank Agent to receive,
hold and distribute all or any portion of the Bank Collateral and proceeds
thereof and to comply with its other obligations set forth in this Agreement, and
(ii)  the Bank Agent may take such steps as it is entitled to take under
the Bank Documents with respect to enforcement of any Bank Document and
collection and realization of the Bank Collateral (or any portion thereof) and
the proceeds thereof.  In permitting the
Indenture Trustee to distribute Non-Securitization Collateral from the Lockbox
Account pursuant to this Section 8(c),
the Intercreditor Collateral Agent may rely conclusively on the notice provided
by the Bank Agent to the effect that a Bank Default has occurred without
conducting any independent investigation thereof and notwithstanding any
assertion or evidence to the contrary. (d)Conflicting
Instruction. 
Notwithstanding the foregoing, the Intercreditor Collateral Agent shall
have no duty or responsibility to exercise any discretion with respect to
determining the nature of, receiving, holding and/or distributing all or any
portion of the Collateral or any other collateral or funds held by the
Intercreditor Collateral Agent pursuant to the terms of this Agreement.  Without limiting the generality of the
foregoing, the parties hereby agree that the Intercreditor Collateral Agent
shall be obligated to disburse funds from the Lockbox Account only in
accordance with instructions from UCI or the Manager given pursuant to Section 7(a), 7(b) or 7(c), instructions
from the Indenture Trustee given pursuant to Section 8(b) or 8(d) or instructions from the Bank Agent
given pursuant to Section 8(c) or 8(d).  In the event the Intercreditor Collateral
Agent receives conflicting notices or instructions or in the event it is unable
in good faith to determine what action it should take, or is unsure as to the
application, intent, interpretation or meaning of any provision therein or
hereof, the Intercreditor Collateral Agent may give notice (in such form as
shall be appropriate under the circumstances) to UCI, the Bank Agent and the
Indenture Trustee, requesting written instructions as to the course of action
to be adopted, and, to the extent the Intercreditor Collateral Agent acts in
good faith in accordance with any such appropriate instruction received from UCI,
the Bank Agent and the Indenture Trustee (as directed by the Requisite Global
Majority), the Intercreditor Collateral Agent shall not be liable on account of
such action or inaction to any Person. 
Except with respect to any instructions received from the Indenture
Trustee (as directed by the Requisite Global Majority) directing the
disposition of the funds on the Lockbox Account that are properly allocated to
the Securitization Collateral, if the Intercreditor Collateral Agent shall not
have received appropriate instructions within ten (10) days of such notice (or
within such shorter period of time as reasonably may be specified in such
notice or may be necessary under the circumstances), it may, but shall be under
no duty to, take or refrain from taking such action which is consistent, in its
view, with this Agreement, and the Intercreditor Collateral Agent shall have no
liability to any Person for any such action or inaction. Section 9.Compensation and
Indemnity of Intercreditor Collateral Agent; Waiver of Right of Set-off. (a)UCI shall be
liable to pay to the Intercreditor Collateral Agent from time to time
reasonable compensation for its services. 
UCI shall be liable to reimburse the Intercreditor Collateral Agent upon
request for all reasonable disbursements, expenses and advances incurred  17


or
made by it.  Such expenses shall include
the reasonable compensation, disbursements and expenses of the Intercreditor
Collateral Agents agents and counsel and, subject to the limitations set forth
in Section 4 of the
Letter Agreement, all fees, costs and expenses of any Securitization
Accountants and/or Allocation Accounting Firm engaged pursuant to the terms
hereof.  UCI shall indemnify the
Intercreditor Collateral Agent for, and hold it harmless against, any claim,
demand, expense (including but not limited to reasonable attorneys fees and
expenses), loss or liability incurred by it without gross negligence or bad
faith on its part, arising out of or in connection with the performance of its
rights or duties hereunder, the Lockbox Account and the services provided in
conjunction therewith.  The Intercreditor
Collateral Agent shall notify UCI promptly of any claim asserted against the
Intercreditor Collateral Agent for which it may seek indemnity.  However, failure by the Intercreditor
Collateral Agent to notify UCI shall not relieve UCI of its obligations
hereunder.  Upon the Intercreditor
Collateral Agents request, UCI shall defend the claim and the Intercreditor
Collateral Agent shall provide reasonable cooperation at UCIs expense in the
defense.  The Intercreditor Collateral
Agent may have separate counsel and UCI shall be liable to pay the reasonable
fees and expenses of such counsel.  UCI
need not pay for any settlement made without its written consent, which consent
shall not be unreasonably withheld or delayed. 
UCI need not reimburse any expense or indemnify against any loss or
liability to the extent incurred by the Intercreditor Collateral Agent through
the Intercreditor Collateral Agents gross negligence or bad faith.  Any amount due under this Section 9(a) that remains unpaid
for thirty (30) days after notice thereof shall bear interest at the federal
funds rate from the date of notice to the date of payment. (b)(i)            Except as provided below, the Intercreditor Collateral
Agent and JPMorgan Chase Bank N.A., in its individual capacity, each hereby
subordinates all Liens, encumbrances, claims and rights of setoff it may have,
now or in the future, against the Lockbox Account or any Collateral or
Collections (including checks or other items evidencing the same held therein)
or any other property in such Lockbox Account to the prior payment in full in
cash of all Securitization Obligations and UCI Obligations and agree that the
Liens and security interests securing such Securitization Obligations and UCI
Obligations are superior to any such Liens, encumbrances, claims and rights of
setoff which the Intercreditor Collateral Agent or JPMorgan Chase Bank N.A., in
its individual capacity, might have or obtain in the Lockbox Account or any
Collateral or Collections or any other property in such Lockbox Account. (ii)           Notwithstanding
the foregoing, the Intercreditor Collateral Agent and JPMorgan Chase Bank N.A.,
in its individual capacity, may debit the Lockbox Account from time to time,
for (a) checks and other items, including, without limitation, any
automated clearinghouse transactions, which are returned for any reason (Returned Items),
(b) necessary account adjustments, and (c) overdrafts; provided,
however, no such offset shall be made unless the Intercreditor
Collateral Agent advises UCI of the amount thereof in accordance with the
Intercreditor Collateral Agents current practice. (iii)          In
the event that  any charges or fees are then due from UCI or any other
party hereto to the Intercreditor Collateral Agent under this Agreement or
related to any Returned Items, the Lockbox Account or the services provided
hereunder, UCI agrees to pay such amounts to the Intercreditor Collateral Agent
within thirty (30) days of UCIs receipt by the Intercreditor Collateral Agent
of a written invoice therefor.  In the
event that UCI fails to pay the amounts described in the preceding sentence
within the time period set forth above, then the Intercreditor Collateral Agent
shall have the right to debit the Lockbox Account for such amounts which
obligation of UCI shall not be relieved by any such offset or debit by the
Intercreditor Collateral Agent (and, upon payment by UCI  18


of such amounts to the Intercreditor Collateral Agent, the
Intercreditor Collateral Agent shall deposit such amounts into the Lockbox
Account). (iv)          In
the event there are insufficient funds in the Lockbox Account to reimburse the
Intercreditor Collateral Agent for the amount of any Returned Items or unpaid
charges or fees for which the Intercreditor Collateral Agent is entitled to
debit the Lockbox Account in accordance with clause (ii) or (iii)
above, then UCI shall (x) reimburse the Intercreditor Collateral Agent
immediately upon demand and (y) to the extent Collections in respect of
Returned Items have been disbursed to any Collection Party in accordance with
the terms of this Agreement, may debit an amount equal to such disbursement
from future allocations to such Collection Party. Section 10.Resignation by or Removal of Intercreditor
Collateral Agent. (a)The
Intercreditor Collateral Agent may resign from the performance of all its
functions and duties hereunder at any time by giving at least sixty (60) days
prior written notice to each of UCI, the Indenture Trustee and each UCI Lender
then party thereto.  UCI (with the consent
of the Requisite Global Majority which consent shall not be unreasonably
withheld) may, at any time, for or without cause, remove the Intercreditor
Collateral Agent by giving at least twenty (20) days prior written notice to
the Intercreditor Collateral Agent, the Indenture Trustee and each UCI Lender
then party thereto. (b)Upon the
effectiveness of any such notice of resignation or removal given pursuant to Section 10(a) above, UCI shall
appoint a successor Intercreditor Collateral Agent hereunder (with the consent
and approval of the Requisite Global Majority (such consent and approval not to
be unreasonably withheld)) which shall be an incorporated bank or trust company
and which shall execute counterparts hereof or such other instrument reasonably
satisfactory to evidence acceptance of the duties and obligations of the
Intercreditor Collateral Agent hereunder. (c)If a successor
Intercreditor Collateral Agent shall not have been so appointed within the
applicable notice period, the Requisite Global Majority shall then appoint a
successor Intercreditor Collateral Agent which shall be a bank or trust company
with a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition and which shall execute
counterparts hereof or such other instrument reasonably satisfactory to
evidence acceptance of the duties and obligations of the Intercreditor
Collateral Agent hereunder and which shall serve as Intercreditor Collateral
Agent hereunder or thereunder until such time, if any, as UCI appoints a
successor Intercreditor Collateral Agent as provided above. (d)After the
resignation or removal of any Intercreditor Collateral Agent pursuant to this Section 10, the provisions of Section 5 shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was the
Intercreditor Collateral Agent hereunder, and Section 9(a) above shall continue to inure to its
benefit. Section 11.No Implied
Waivers, Etc.Except as
expressly provided herein, nothing in this Agreement shall be deemed to
constitute a waiver of or shall otherwise affect any of the interests, rights
or remedies which either the UCI Lenders or the Indenture Trustee may have
under the UCI Lender Documents or the Securitization Documents, respectively,
or under applicable law. Section 12.Amendments.  No term or provision of this Agreement may be
amended, modified, waived, discharged or terminated orally and any such term or
provision may only be amended,  19


modified, waived, discharged
or terminated by an instrument in writing signed by the Indenture Trustee (at
the direction of the Requisite Global Majority), UCI, the Bank Agent and the
Intercreditor Collateral Agent; provided, however, that no such
instrument or agreement shall amend, modify or waive any provision of this
Agreement relating to the allocation of Collections hereunder or otherwise
affect the rights of any Collection Party or UCI to receive distributions
and/or payments of Collections allocated hereunder or under any other Related
Documents, without the written consent of such Collection Party or UCI, as the
case may be, then party to this Agreement (in addition to the other Parties
required to consent thereto). Section 13.Benefit of
Agreement; Joinder. (a)This Agreement
is intended solely for the benefit of the Collection Parties and UCI and their
respective successors and assigns and no other Person shall have any right,
power, benefit, privilege, priority or interest under or through this
Agreement.  Each party hereto agrees
that, if the Indenture Trustee shall fail to act as directed by the Requisite
Global Majority at any time at which it is so required hereunder or under any
Related Documents, then the Requisite Global Majority shall be entitled to
directly enforce the provisions of this Agreement or take any such action
directly in its own capacity or on behalf of the Indenture Trustee. (b)Additional UCI
Lenders not initially party to this Agreement shall be entitled to participate
in this Agreement, as it may from time to time be amended or supplemented, by
executing a Supplemental Agreement, substantially in the form of Exhibit B hereto, accepting the
terms of this Agreement, as amended and supplemented to the date of such
execution.  Upon execution and delivery
of such Supplemental Agreement, such party shall become a UCI Lender
hereunder with the same force and effect as if originally named as a UCI Lender
herein.  Such participation shall require
the written approval of UCI and the Intercreditor Collateral Agent but shall
not require the further authorization or approval of any of the other parties
hereto, provided that the participation in this Agreement by such additional
party does not conflict with the UCI Lender Documents or the Securitization
Documents, and provided further that UCI shall have given five (5) days prior
written notice of the participation in this Agreement by such additional party
to the Indenture Trustee and each Series Enhancer.  UCI shall promptly furnish each of the
Indenture Trustee, each Series Enhancer and the Intercreditor Collateral Agent
then party to this Agreement with a copy of the executed Supplemental Agreement
with such additional party.  The rights
and obligations of each party hereunder shall remain in full force and effect
notwithstanding the addition of any new UCI Lender as a party to this
Agreement. Section 14.Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction the substantive laws of which
are held to be applicable hereto shall not invalidate the remaining provisions
hereof, and any such prohibition or unenforceability in any such jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction. Section 15.Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute a single agreement. Section 16.Notices.  All notices and other communications provided
to any party hereto under this Agreement shall be in writing or by facsimile
and addressed, delivered or transmitted to such party at its address or
facsimile number set forth on the signature pages hereof or at such other
address or facsimile number as may be designated by such party from time to
time in a notice complying as to delivery with the terms of this section to the
other parties.  Any notice, if mailed or
sent by courier or hand delivery, shall be deemed given when received; any notice,
if transmitted by facsimile, shall be deemed given when such notice is
transmitted and receipt is confirmed by telephone or electronic means.  20


Section 17.Headings.  The various headings of this Agreement are
inserted for convenience only and shall not affect the meaning or
interpretation of this Agreement or any provisions hereof. Section 18.Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, including
without limitation, Section 5-1401 of the New York General Obligations Law,
except that matters relating solely to the operations of the Lockbox Account
and the payment of checks and other items governed by Articles 3 and 4 of the Uniform
Commercial Code shall be governed by and construed in accordance with the laws
of the State of Texas. Section 19.No Petition.  (a) 
Each of the UCI Lenders hereby covenants and agrees that (i) prior
to the date which is one year and one day after the payment in full of all
Securitization Obligations, it will not institute against or join any other
Person in instituting against UCO 2005 or any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other similar proceedings
under the laws of the United States, including, without limitation, the
Bankruptcy Code, or any state of the United States, (ii) it will not seek
to challenge or contest, in any proceeding, suit or action of any nature
whatsoever or otherwise, any transfer, disposition, contribution to capital or true
sale of any Securitization Collateral or other assets pursuant to any of the
Securitization Documents and (iii) it will not seek, through any
proceeding, suit or action of any nature whatsoever or otherwise, the
consolidation, financial or otherwise, of UCO 2005 with any other Person. (b)The provisions
of this Section 19
shall be continuing and shall survive any termination of this Agreement. Section 20.Insolvency.  This Agreement shall be applicable both before
and after the filing of any petition by or against UCI under the Bankruptcy
Code and all converted or succeeding cases in respect thereof, and all
references herein to UCI shall be deemed to apply to a trustee for UCI, as the
case may be, and UCI, as debtor-in-possession. The relative rights of the UCI
Lenders and the Indenture Trustee in or to any allocation of or distributions
or disbursements from or in respect of any Non-Securitization Collections or
proceeds of Non-Securitization Collections, or Securitization Collections or
proceeds of Securitization Collections, respectively, shall continue after the
filing thereof on the same basis as prior to the date of the petition,
notwithstanding any court order approving the financing of or use of cash collateral
by UCI as debtor-in-possession or by any trustee appointed in its case. Section 21.Termination.  This Agreement shall terminate upon the
indefeasible payment in full in cash of all Securitization Obligations and the
satisfaction and discharge of the Securitization Indenture. Section 22.Entire
Agreement.  The
provisions of the Intercreditor Collateral Agents commercial account agreement
or other treasury management agreement and related service terms governing the
relationship between UCI and the Intercreditor Collateral Agent with respect to
the Lockbox Account and any other applicable account (collectively, the Lockbox
Agreements) are incorporated by reference to the extent not inconsistent
with this Agreement.  In the event of
conflict among the provisions of this Agreement and the Lockbox Agreements, the
provisions of this Agreement shall control. 
This Intercreditor Agreement, the Letter Agreement and the other Related
Documents constitute the entire understanding among the parties hereto with
respect to the subject matter hereof and thereof and supersede any prior
agreements, written or oral, with respect thereto. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK -SIGNATURE PAGE FOLLOWS]  21


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first written above.  UNIVERSAL
  COMPRESSION, INC.,in
  its individual capacity and as ManagerBy:
  /s/
  J. Michael AndersonJ.
  Michael Anderson, Senior Vice President and 
  Chief Financial OfficerAddress:
  4444
  Brittmoore RoadHouston,
  TX 77041Facsimile
  No.:  713-466-6720Telephone
  No.:  713-335-7295Attn.:
  J. Michael Anderson


UCO
COMPRESSION 2005 LLC By:          /s/ J. Michael
Anderson                J. Michael Anderson, Senior
Vice President and Chief Financial      Officer  Address:                4444 Brittmoore Road                                Houston,
TX 77041  Facsimile No.:       713-466-6720
Telephone No.:     713-335-7295 Attn.:  J. Michael Anderson


WELLS
FARGO BANK, NATIONAL ASSOCIATION,
as Indenture Trustee By:          /s/ Marianna C.
Stershic
Name:     Marianna C. Stershic
Title:       Vice President Address:MAC N9311-161 Sixth Street
and Marquette Avenue Minneapolis, MN
55479   Facsimile No.:       612-667-3464
Telephone No.:     612-667-8058 Attn.:      Corporate Trust Services  Asset-Backed                 Administration


WACHOVIA
BANK, NATIONAL ASSOCIATION,
as Bank Agent By:          /s/ David E.
Humphreys
Name:     David E. Humphreys
Title:       Director Address:Structured
Asset Finance 301 S. College
St., Mailcode:  NC0610 Charlotte,
North Carolina 28288-0610   Facsimile No.:       704-374-8778
Telephone No.:     704-383-0575 Attn.:      [Senior Vice President, Risk Management]


JPMORGAN
CHASE BANK, N.A.,
as Intercreditor Collateral Agent By:          /s/ Dianne L.
Russell
Name:     Dianne L. Russell
Title:       Vice President Address:                600 Travis Street, Floor 20                                Houston,
Texas 77002-3009  Facsimile No.:       713-216-7794
Telephone No.:     713-216-6603 Attn.:      Dianne L. Russell


Exhibit A FORM OF
REPETITIVE WIRE INSTRUCTIONS  To:          Intercreditor Collateral Agent Reference is hereby made to that certain Intercreditor And Collateral
Agency Agreement, dated as of October 28, 2005 (as amended, supplemented
or otherwise modified from time to time in accordance with its terms, the Intercreditor Agreement), among
Universal Compression, Inc., in its individual capacity and as the initial
Manager, UCO Compression 2005 LLC, Wells Fargo Bank, National Association, as
Indenture Trustee, Wachovia Bank, National Association, as the Bank Agent, JPMorgan
Chase Bank, N.A., in its individual capacity and as the Intercreditor
Collateral Agent and the Additional UCI Lenders from time to time party
thereto.  Capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned to such terms
in the Intercreditor Agreement. The undersigned, as Indenture Trustee, hereby notifies you that
following account constitutes the Securitization Account for purposes of the
Intercreditor Agreement, and all amounts required to be transferred pursuant to
the Intercreditor Agreement to the Securitization Account shall be transferred
electronically to such account in accordance therewith and at such times as
required thereunder: Bank Name: (1) ABA No.: Account Number: Account Name: Reference [For further credit to]:    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK -SIGNATURE PAGE FOLLOWS]     
 (1) N.B. Insert account information for Trust Account.  1


You may rely on this notice and the account information for the
Securitization Account set forth herein unless and until you receive a
subsequent Repetitive Wire Instruction from the Indenture Trustee (in which
case the instructions set forth herein shall be automatically terminated and
you shall rely on the instructions set forth in such subsequent Repetitive Wire
Instruction).   WELLS FARGO BANK,NATIONAL ASSOCIATION,as Indenture TrusteeBy:Name:Title:    2


Exhibit B FORM OF
SUPPLEMENTAL AGREEMENT This Supplemental Agreement, dated as of [___],
20[__] (as amended, supplemented or
otherwise modified from time to time, this Supplemental
Agreement), is by and among [_________________________]
(the New UCI Lender), Universal
Compression, Inc., in its individual capacity and as initial Manager under the
Management Agreement (as defined below) (UCI), and JPMorgan
Chase Bank, N.A., in its capacity as Intercreditor Collateral Agent (the Intercreditor Collateral Agent)
under the Intercreditor Agreement (as defined below).  Capitalized terms used in this Supplemental
Agreement but not defined herein shall have the meanings assigned to such terms
in the Intercreditor and Collateral Agency Agreement, dated as of October 28,
2005 (as amended, supplemented or otherwise modified from time to time in accordance
with its terms, the Intercreditor Agreement),
among UCI, UCO Compression 2005 LLC, a Delaware limited liability company,
Wells Fargo Bank, National Association, as Indenture Trustee, Wachovia Bank, National
Association, as the Bank Agent, the Intercreditor Collateral Agent and the
Additional UCI Lenders from time to time party thereto. Accordingly, UCI, the Intercreditor Collateral Agent and the New UCI
Lender agree as follows: Section
1.               The New UCI Lender hereby
acknowledges that it has received and reviewed a copy of the Intercreditor
Agreement as in effect on the date hereof and agrees: (a)that by its
execution and delivery hereof, it has joined the Intercreditor Agreement as a UCI
Lender party thereto with the same force and effect as if originally signatory
thereof and named therein as a UCI Lender; (b)to be bound by
all covenants, agreements and acknowledgments attributable to a UCI Lender in
the Intercreditor Agreement; and (c)to perform all
obligations required of it by the Intercreditor Agreement. Each
reference to a UCI Lender in the Intercreditor Agreement shall be deemed to
include the New UCI Lender.  The
Intercreditor Agreement is hereby incorporated herein by reference. Section
2.               The New UCI Lender
represents and warrants to UCI and the Intercreditor Collateral Agent that this
Supplemental Agreement has been duly authorized, executed and delivered by it
and constitutes its legal, valid and binding obligation, enforceable against it
in accordance with its terms. Section
3.               This Supplemental
Agreement may be executed in counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute a single
contract.  This Supplemental Agreement
shall become effective when the Intercreditor Collateral Agent shall have
received counterparts of this Supplemental Agreement that, when taken together,
bear the signatures of the New UCI Lender, UCI and the Intercreditor Collateral
Agent.  Delivery of an executed signature
page to this Supplemental Agreement by facsimile transmission shall be as
effective as delivery of a manually executed counterpart of this Supplemental
Agreement. Section
4.               Except as expressly
supplemented hereby, the Intercreditor Agreement shall remain in full force and
effect.  1


Section
5.               In case any one or more of the provisions
contained in this Supplemental Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and in the Intercreditor Agreement shall
not in any way be affected or impaired thereby (it being understood that the
invalidity of a particular provision hereof in a particular jurisdiction shall
not in and of itself affect the validity of such provision in any other
jurisdiction).  The parties hereto shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions. Section
6.               All communications and
notices hereunder shall be in writing and given as provided in Section 16 of
the Intercreditor Agreement.  All
communications and notices hereunder to the New UCI Lender shall be given to it
at the address set forth under its signature below. Section
7.               The New UCI Lender agrees
to reimburse the Intercreditor Collateral Agent for its out-of-pocket expenses
in connection with this Supplemental Agreement, including the fees,
disbursements and other charges of counsel for the Intercreditor Collateral
Agent. Section
8.               THIS SUPPLEMENTAL
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW.  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK -SIGNATURE PAGE FOLLOWS]  2


IN WITNESS WHEREOF, each of the undersigned has caused this
Supplemental Agreement to be duly executed and delivered by its proper and duly
authorized officer as of this _____ day of ____________, _____. [NEW UCI LENDER]By:Name:Title:Address:  UNIVERSAL COMPRESSION, INC.   By:Name:Title:   JPMorgan Chase Bank, N.A., as
Intercreditor Collateral Agent   By:Name:Title:   3