Exhibit 10.3


 


CONFORMED COPY


 


 


UCO COMPRESSION 2005 LLC

Issuer


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION

Indenture Trustee


 






 


SERIES 2005-2 SUPPLEMENT


 


Dated as of October 28, 2005


 


to


 


INDENTURE


 


Dated as of October 28, 2005


 






 


SERIES 2005-2 Notes


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  
	
   

  	
   

  	
   

  
	
  Definitions; Calculation
  Guidelines

  
	
   

  
	
  Section 101.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  	
   

  	
   

  
	
  Creation of the Series 2005-2
  Notes

  
	
  Section 201.

  	
  Designation

  	
  9

  
	
  Section 202.

  	
  Authentication and Delivery.

  	
  10

  
	
  Section 203.

  	
  Interest Payments on the Series
  2005-2 Notes.

  	
  10

  
	
  Section 204.

  	
  Principal Payments on the Series
  2005-2 Notes

  	
  11

  
	
  Section 205.

  	
  Amounts and Terms of Series
  2005-2 Noteholder Commitments.

  	
  12

  
	
  Section 206.

  	
  Taxes.

  	
  14

  
	
  Section 207.

  	
  Increased Costs; Capital Adequacy;
  Illegality.

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  	
   

  	
   

  
	
  Series 2005-2 Series Account and
  Allocation and Application of Amounts Therein

  
	
   

  
	
  Section 301.

  	
  Series 2005-2 Series Account

  	
  17

  
	
  Section 302.

  	
  Distributions from Series 2005-2
  Series Account.

  	
  17

  
	
  Section 303.

  	
  Funds Received from the Reserve
  Account and the Letter(s) of Credit

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  	
   

  	
   

  
	
  Additional Covenants

  
	
   

  
	
  Section 401.

  	
  Use of Proceeds

  	
  20

  
	
  ARTICLE V

  
	
   

  	
   

  	
   

  
	
  Conditions of Effectiveness and
  Future Lending

  
	
   

  
	
  Section 501.

  	
  Effectiveness of Supplement

  	
  20

  
	
  Section 502.

  	
  Advances on Series 2005-2 Notes

  	
  22

  
				



 


i

















 


	
  ARTICLE VI

  
	
   

  	
   

  	
   

  
	
  The Policy

  
	
   

  
	
  Section 601.

  	
  The Policy

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
   

  	
   

  	
   

  
	
  Miscellaneous Provisions

  
	
   

  
	
  Section 701.

  	
  Ratification of Indenture

  	
  26

  
	
  Section 702.

  	
  Counterparts

  	
  26

  
	
  Section 703.

  	
  Governing Law

  	
  26

  
	
  Section 704.

  	
  Amendments and Modifications

  	
  26

  
	
  Section 705.

  	
  Consent to Jurisdiction

  	
  26

  
	
  Section 706.

  	
  Waiver of Jury Trial

  	
  27

  
	
  Section 707.

  	
  No Petition

  	
  27

  
	
  Section 708.

  	
  Third Party Beneficiary

  	
  27

  



 


EXHIBITS


A             Form
of Series 2005-2 Note


B             Schedule
of Percentage Minimum Targeted Principal Balances by Payment Date


C             Schedule
of Percentage Scheduled Targeted Principal Balances by Payment Date


 


ii


 

















 


SERIES 2005-2 SUPPLEMENT, dated as of October 28, 2005 (as amended,
modified or supplemented from time to time in accordance with its terms, this “Supplement”),
between UCO Compression 2005 LLC, a limited liability company organized under
the laws of the State of Delaware (the “Issuer”), and Wells Fargo Bank,
National Association, a national banking association, as Indenture Trustee (the
“Indenture Trustee”).


 


W I T N E S S E T H :


 


Pursuant to the Indenture,
dated as of October 28, 2005 (as amended, modified or supplemented from time to
time in accordance with its terms, the “Indenture”), between the Issuer and the
Indenture Trustee, the Issuer may from time to time direct the Indenture
Trustee to authenticate one or more new Series of Notes. The Principal Terms of
any new Series are to be set forth in a Supplement to the Indenture.


 


Pursuant to this Supplement,
the Issuer and the Indenture Trustee shall create a new Series of Notes and
specify the Principal Terms thereof.


 


NOW THEREFORE,  in consideration of the mutual agreements
herein contained, each of the Issuer and the Indenture Trustee agrees as
follows for the benefit of the other parties, the Series 2005-2 Noteholders and
the Series Enhancer:


 


ARTICLE I



Definitions; Calculation Guidelines


 


Section 101.           Definitions.  (a)  Whenever used in this Supplement, the
following words and phrases shall have the following meanings, and the
definitions of such terms are applicable to the singular as well as the plural
forms of such terms and to the masculine as well as to the feminine and neuter
genders of such terms:


 


Adjusted
Eurodollar Rate: 
As of any date of determination, an interest rate per annum equal to the
quotient, expressed as a percentage and rounded upwards (if necessary) to the
nearest 1/100 of 1%, obtained by dividing (i) the LIBOR Rate on such day by
(ii) the decimal equivalent of 100% minus the Eurodollar Reserve Percentage on
such day.


 


Affected
Party:  Each
Series 2005-2 Noteholder, each Liquidity Bank, each Deal Agent, each Liquidity
Agent, each Interest Rate Hedge Provider and the Series Enhancer.


 


Aggregate
Existing Commitment: 
As of any date of determination, an amount equal to the sum of the then
Existing Commitments of all Series 2005-2 Noteholders.


 


Aggregate
Series 2005-2 Note Principal Balance:  As
of any date of determination, an amount equal to the sum of the then Series
2005-2 Note Principal Balances of all Series 2005-2 Notes then Outstanding.


 

















 


Alternative
Rate:  With
respect to any unpaid Series 2005-2 Advance on any day during an Interest Accrual
Period, an interest rate per annum equal to the Adjusted Eurodollar Rate;
provided, however, that the Alternative Rate shall be the Base Rate if on or
before the first day of the related Interest Accrual Period, the Deal Agent
shall have been notified that a Eurodollar Disruption Event has occurred and is
continuing.


 


Applicable
Debt Margin: 
With respect to each unpaid Series 2005-2 Advance during an Interest
Accrual Period, one of the following amounts:


 


(i)                                     except
as specified in clause (ii) below, one half of one percent (.50%); or


 


(ii)                                  if
the Alternative Rate during the applicable Interest Accrual Period is the Base
Rate, then, for any period of time for which such Alternative Rate is the Base
Rate, zero.


 


Base
Rate:  With
respect to any unpaid Series 2005-2 Advance on any day during an Interest
Accrual Period, a fluctuating rate of interest per annum equal to the higher of
(a) the Prime Rate and (b) the Federal Funds Rate plus 1.50% per
annum.


 


Breakage
Costs:  Any
reasonable amount or amounts as shall compensate a Series 2005-2 Noteholder for
any loss, cost or expense incurred (as reasonably determined by the Deal Agent
related thereto in its sole discretion on behalf of such Series 2005-2
Noteholder) by such Series 2005-2 Noteholder in connection with funding
obtained by it with respect to a Series 2005-2 Advance as a result of (i) the
failure of the Issuer to accept funding of a Series 2005-2 Advance in
accordance with a Funding Notice submitted by the Issuer or (ii) the failure of
the Issuer to make a prepayment (when permitted pursuant to the Indenture) of
the principal or interest for which the Issuer has delivered a notice of
prepayment in accordance with the terms of any of the Indenture, this
Supplement or the Series 2005-2 Note Purchase Agreement or (iii) the Issuer
making a payment other than on a Payment Date. Nothing contained herein shall
obligate the Issuer to pay Breakage Costs with respect to any prepayment
actually made by the Issuer on a Payment Date.


 


Commercial
Paper:  Any
Commercial Paper Note issued by a Series 2005-2 Noteholder  for the purpose of financing or maintaining
its investment in the Series 2005-2 Notes, including all such Commercial Paper
Notes issued to re-finance matured Commercial
Paper Notes issued by such Series 2005-2 Noteholder that were originally issued
to finance or maintain such Series 2005-2 Noteholder’s investment in the Series
2005-2 Notes.


 


Commercial
Paper Note:  A
short-term promissory note issued by a Person that has a maturity date of
between 1 and 270 days after the issuance date thereof.


 


Commitment
Fee:  This term
shall have the meaning set forth in Section 205(d) of this Supplement.


 


Commitment
Termination Date: With respect to the Series 2005-2
Notes, the earliest to occur of the following events or conditions:


 


(1)                                  The
Scheduled Termination Date then in effect;


 


2

















 


(2)                                  an
Asset Base Deficiency exists on any Payment Date (determined after giving
effect to all advances made and principal payments and prepayments actually
paid on such Payment Date);


 


(3)                                  the
Issuer shall fail to pay in full when due any Commitment Fee, and such failure
continues unremedied for two (2) consecutive Business Days;


 


(4)                                  the
first date on which either a Manager Default or an Event of Default shall have
occurred and be continuing; and


 


(5)                                  the
first date on which either an Undercollateralization Event or Net Revenue Event
occurs; provided, however, that the Issuer shall have the right to cure on or
prior to the next succeeding Payment Date any Undercollateralization Event or
any Net Revenue Event on not more than one (1) occasion during each period of
three hundred sixty-four (364) consecutive days commencing on the Closing Date.


 


If any of the foregoing events
or conditions occur or exist, the Commitment Termination Date shall occur
immediately unless the Control Party and each Series 2005-2 Noteholder shall
have waived in writing such event or condition.


 


Control
Party:  With
respect to the Series 2005-2 Notes, either (i) so long as no Series Enhancer
Default has occurred and is continuing, the Series Enhancer; or (ii) if a
Series Enhancer Default has occurred and is continuing, either (x) if any
principal, interest or other amounts are owing to any Series 2005-2 Noteholder,
the Majority of Holders of the Series 2005-2 Notes or (y) in any other case,
the Series Enhancer.


 


Default Fee:  For any Payment Date with respect to the
Series 2005-2 Note, the amount of incremental fees payable on the Series 2005-2
Notes in accordance with the provisions of Section 203(b) hereof over the
amount of interest payable pursuant to Section 203(a) hereof.


 


Deficiency
Amount.  With
respect to the Series 2005-2 Notes on any Payment Date or the Draw Date, either
or both, as the case may be, of an Interest Payment Deficiency Amount or a
Series 2005-2 Note Principal Deficiency Amount (as each such term is defined in
the Policy).


 


Draw Date.  This term shall have the meaning set forth in
the Policy.


 


Enhancement
Agreement:  With
respect to Series 2005-2, the Enhancement Agreements as described in Section
201(f) hereof.


 


Eurodollar
Disruption Event: 
The existence of any of the following events or conditions: (a) a
determination by a Series 2005-2 Noteholder, the related Liquidity Bank (or any
of its assignees or participants) or the related Deal Agent that it would be
contrary to law (on any of its as or participants) or to the directive of any
central bank or other governmental authority (whether or not having the force
of law) to obtain Dollars in the London interbank market to make, fund or
maintain any Series 2005-2 Advance for such Interest Accrual Period, (b) a
determination by a Series 2005-2 Noteholder, the related Liquidity Bank (or any
of its assignees


 


3

















 


or
participants) or the related Deal Agent that the rate at which deposits of
Dollars are being offered to such lender in the London interbank market does
not accurately reflect the cost to such Series 2005-2 Noteholder or Liquidity
Bank (or any of its assignees or participants) of making, funding or
maintaining any Series 2005-2 Advance for such Interest Accrual Period, (c) the
inability of a Series 2005-2 Noteholder or the related Liquidity Bank (or any
of its assignees or participants) to obtain Dollars in the London interbank
market to make, fund or maintain any Series Advance for such Interest Accrual
Period or (d) any Liquidity Bank shall have notified the related Deal Agent of
the inability, for any reason, of such Liquidity Bank or any of its assignees
or participants to determine the Adjusted Eurodollar Rate.


 


Eurodollar
Reserve Percentage: 
With respect to any unpaid Series 2005-2 Advance for any day in any
Interest Accrual Period (or, if more than one such percentage shall be so
applicable, the daily average of such percentages for those days in such period
during which any such percentage shall be so applicable), the reserve
percentage applicable on such day under regulations issued from time to time by
the Federal Reserve Board (or any successor) for determining the maximum
reserve requirement (including, without limitation, any emergency, supplemental
or other marginal reserve requirement) for Wachovia Bank, National Association,
with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities (as defined in Regulation D of the Federal Reserve Board, as in
effect from time to time) and having a term equal to such Interest Accrual
Period.


 


Existing
Commitment:  The
Initial Commitment, as such amount may be reduced from time to time in
accordance with the terms of the Series 2005-2 Note Purchase Agreement.


 


Expected
Final Payment Date: 
With respect to the Series 2005-2 Notes, the Payment Date occurring in
the one hundred twentieth (120th) month following the Commitment
Termination Date.


 


Federal
Funds Rate:  With respect to the Series 2005-2 Notes, as of
any date of determination, a fluctuating interest rate per annum equal to the
weighted average of the federal funds rates and confirmed in Federal Reserve
Board Statistical Release H. 15 (519) or any successor or substitute
publication selected by the Deal Agent (or, if such day is not a Business Day,
for the next preceding Business Day), or, if, for any reason, such rate is not
available on any day, the rate determined, in the sole opinion of the Deal
Agent, to be the rate at which federal funds are being offered for sale in the
national federal funds market at 9:00 a.m. (New York City time).


 


Funding
Notice:  This
term has the meaning set forth in the Series 2005-2 Note Purchase Agreement.


 


Increased
Costs:  Any
fees, expenses or increased costs charged to a Series 2005-2 Noteholder on
account the adoption of any applicable law, rule or regulation (including any
applicable law, rule, or regulation regarding capital adequacy) or any change
therein, or any change in the interpretation or administration thereof by any
Governmental Authority.


 


4

















 


Initial
Commitment: 
With respect to any Series 2005-2 Noteholder, the amount set forth as
such on such Series 2005-2 Noteholder’s respective signature page to the Series
2005-2 Note Purchase Agreement.


 


Insured
Amount:  This
term shall have the meaning set forth in the Policy.


 


Interest
Accrual Period: 
With respect to a Payment Date, the period beginning with, and
including, the first day of the immediately preceding calendar month and ending
on and including the last of such calendar month; except that the initial
Interest Accrual Period shall be the period beginning with and including the
Closing Date and ending on and including October 31, 2005.


 


Interest
Payments:  With
respect to the Series 2005-2 Notes on any Payment Date, the sum of all Series
2005-2 Note Interest Payments due on all Series 2005-2 Notes on such Payment
Date.


 


Legal Final
Maturity Date: 
With respect to the Series 2005-2 Notes, the 20th anniversary
of the Commitment Termination Date.


 


LIBOR Rate:  With respect to any Series 2005-2 Advance on
any day during an Interest Accrual Period, an interest rate per annum equal to:


 


(1)                                  the
posted rate for 30-day deposits in United States Dollars appearing on Telerate
page 3750 as of 11:00 a.m. (London time) at such time and on such day; or


 


(2)                                  if
no such rate appears on Telerate page 3750 at such time and on such day, then
the LIBOR Rate shall be determined by Wachovia Bank, National Association, at
its principal office in Charlotte, North Carolina as its rate (each such
determination, absent manifest error, to be conclusive and binding on all
parties hereto and their assignees) at which 30-day deposits in Dollars are
being, have been, or would be offered or quoted by Wachovia Bank, National
Association, to major banks in the applicable interbank market for Eurodollar’
deposits at or about 11:00 a.m. (Charlotte, North Carolina time) on such day.


 


Liquidity
Agent:  Wachovia
Capital Markets, LLC, a limited liability company organized under the laws of
the State of Delaware, and its successors and permitted assigns.


 


Liquidity
Agreement:  The
Liquidity Agreement, dated as of October 28, 2005 as may be amended, restated
or otherwise modified from time to time, among VFCC, the Liquidity Providers
named therein and the Liquidity Agent.


 


Liquidity
Bank:  Each
Person named as a liquidity bank under the Series 2005-2 Note Purchase Agreement,
and its permitted successors and assigns; initially Wachovia Bank, National
Association.


 


Liquidity
Provider:  The
financial institutions which are parties to the Liquidity Agreement dated as of
October 28, 2005, and defined as “Investors” therein.


 


5

















 


Minimum
Targeted Principal Balance:  For the Series 2005-2 Notes for any Payment
Date, one of the following amounts:


 


(a)                                  for
each Payment Date occurring on or prior to the Commitment Termination Date for
the Series 2005-2 Notes, the Aggregate Series 2005-2 Note Principal Balance on
such Payment Date; or


 


(b)                                 for
each Payment Date occurring subsequent to the Commitment Termination Date for
the Series 2005-2 Notes, an amount equal to the product of (x) the Aggregate
Series 2005-2 Note Principal Balance at the close of business on the Commitment
Termination Date, and (y) the percentage set forth opposite such Payment Date
on Exhibit B to this Supplement under the column entitled “Percentage Minimum
Targeted Principal Balance”.


 


Note:  This term shall mean a Series 2005-2 Note.


 


Notice:  This term shall have the meaning set forth in
the Policy.


 


Overdue
Rate:  For any
date of determination with respect to the Series 2005-2 Notes, an interest rate
per annum equal to the sum of (i) the Base Rate then in effect, plus (ii) two
percent (2%) per annum.


 


Other Taxes:  Has the meaning set forth in Section 206(b)
of this Supplement.


 


Policy:  With respect to the Series 2005-2 Notes, the
financial guaranty insurance policy number AB0935BE issued by the Series
Enhancer.


 


Preference
Amount:  This
term shall have the meaning set forth in the Policy.


 


Prime Rate:  With respect to any unpaid Series 2005-2
Advance on any day during an Interest Accrual Period, the interest rate per
annum announced by Wachovia Bank, National Association, from time to time as
its “prime rate” or “base rate” in the United States, such rate to change as
and when such designated rate changes. The prime rate is not intended to be the
lowest rate of interest charged by Wachovia Bank, National Association in
connection with extensions of credit to debtors.


 


Scheduled
Targeted Principal Balance:  For each Payment Date for the Series 2005-2
Notes, one of the following:


 


(A)                              for
each Payment Date occurring on or prior to the Commitment Termination Date for
the Series 2005-2 Notes, the Aggregate Series 2005-2 Note Principal Balance on
such Payment Date; or


 


(B)                                for
each Payment Date subsequent to the Commitment Termination Date for the Series
2005-2 Notes, an amount equal to the product of (x) the Aggregate Series 2005-2
Note Principal Balance at the close of business on the Commitment Termination
Date for Series 2005-2, and (y) the


 


6

















 


percentage set forth opposite
such Payment Date on Exhibit C to this Supplement under the column entitled “Percentage
Scheduled Targeted Principal Balance”.


 


Scheduled
Termination Date: 
October 20, 2006 or, if extended in the sole discretion of VFCC, such
later date as may agreed in accordance with the terms of Section 2.1(c) of the
Series 2005-2 Note Purchase Agreement.


 


Series
2002-1 Notes: 
The notes issued pursuant to the terms of the Series 2002-1 Supplement,
dated as of December 31, 2002, between BRL Universal Compression Funding I
2002, L.P. and Wells Fargo Bank, National Association (as successor-by-merger
to Wells Fargo Bank Minnesota, National Association), as indenture trustee.


 


Series
2005-1 Note Purchase Agreement:  The Note Purchase Agreement, dated as of
October 21, 2005, among the Issuer, the Manager and Wachovia Capital Markets,
LLC.


 


Series
2005-2:  The
Series of Notes the terms of which are specified in this Supplement.


 


Series
2005-2 Advance: 
Each advance of funds made by a Series 2005-2 Noteholder pursuant to the
terms of this Supplement and the Series 2005-2 Note Purchase Agreement.


 


Series
2005-2 Availability: 
As of any date of determination for any Series 2005-2 Noteholder prior
to the Commitment Termination Date, the lesser of (A) the excess, if any
of (x) the Existing Commitment of such Series 2005-2 Noteholder on such
date of determination over (y) the then Series 2005-2 Note Principal
Balance of such Series 2005-2 Note owned by such Series 2005-2 Noteholder on
such date of determination; and (B) the product of (i) the Series 2005-2
Percentage of such Series 2005-2 Noteholder, and (ii) the excess, if any, of
(x) the Asset Base (calculated after giving effect to any Eligible Compressors
to be acquired with the proceeds of such Series 2005-2 Advance) over (y) the
Aggregate Note Principal Balance (calculated prior to giving effect to the
requested Series 2005-2 Advance).  On or
subsequent to the Commitment Termination Date, the Series 2005-2 Availability
shall be zero.


 


Series
2005-2 Note: 
Any one of the notes, substantially in the form of Exhibit A hereto,
issued pursuant to the terms of Section 201 of this Supplement, and any and all
replacements or substitutions of any such note.


 


Series
2005-2 Note Interest Payment:  For each Payment Date and each Series 2005-2
Note, an amount equal to the sum, for each day during the immediately preceding
Interest Accrual Period, of an amount equal to the product of (i) the unpaid
principal balance of such Series 2005-2 Note on such day, (ii) an interest rate
per annum equal to the sum of (x) the Alternative Rate on such day and (y) the
Applicable Debt Margin, and (iii) 1/360, in the case of the Adjusted Eurodollar
Rate, or 1/365 or 1/366, as applicable, in the case of the Base Rate.


 


Series
2005-2 Note Principal Balance:  With respect to any Series 2005-2 Note as of
any date of determination, an amount equal to the excess of (i) the sum of all
Series 2005-2 Advances made on or subsequent to the Closing Date, over (ii) the
cumulative amount of all payments of Minimum Principal Payment Amounts,
Scheduled Principal Payment Amounts, allocated


 


7

















 


portions of
Supplemental Principal Payment Amounts and any other principal payments
actually paid with respect to such Series 2005-2  Note subsequent to the Closing Date.


 


Series
2005-2 Note Purchase Agreement:  The Note Purchase Agreement, dated as of
October 21, 2005 among the Issuer, Wachovia Capital Markets, LLC and VFCC, with
respect to the Series 2005-2 Notes.


 


Series
2005-2 Note Reimbursement Amount.  With respect to the Series 2005-2 Notes, the “Reimbursement
Amount” as defined in the Policy.


 


Series
2005-2 Note Unused Commitment:  With respect to any Series 2005-2 Noteholder
as of any date of determination:  (A)
prior to the Commitment Termination Date the excess of (i) the Existing
Commitment then in effect for such Series 2005-2 Noteholder, over (ii) the
Series 2005-2 Note Principal Balance of the Series 2005-2 Note owned by such
Series 2005-2 Noteholder as of such date (measured after giving effect to all
Series 2005-2 Advances made and all principal payments to be received by such
Series 2005-2 Noteholder on such date) and (B) on or subsequent to the
Commitment Termination Date, zero.


 


Series
2005-2 Noteholder: 
As of any date of determination, any Person in whose name a Series
2005-2 Note is registered in the Note Register.


 


Series
2005-2 Percentage: 
With respect to any Series 2005-2 Noteholder as of any date of
determination, a fraction (expressed as a percentage), the numerator of which
is the Existing Commitment of such Series 2005-2 Noteholder and the denominator
of which is equal to the Aggregate Existing Commitments of all Series 2005-2
Noteholders.


 


Series
2005-2 Series Account: 
The account of that name established in accordance with Section 301
hereof.


 


Series
Enhancer Default: 
With respect to the Series 2005-2 Notes, the occurrence and continuance
of any of the following events:


 


1.                                       the
Series Enhancer shall have failed to pay an Insured Amount required under the
Policy in accordance with its terms;


 


2.                                       the
Series Enhancer shall have (i) filed a petition or commenced any case or
Proceeding under any provision or chapter of the Bankruptcy Code or any other
similar federal or state law relating to insolvency, bankruptcy, rehabilitation,
liquidation or reorganization, (ii) made a general assignment for the benefit
of its creditors, or (iii) had an order for relief entered against it under the
Bankruptcy Code or any other similar federal or state law relating to
insolvency, bankruptcy, rehabilitation, liquidation or reorganization which is
final and nonappealable; or


 


3.                                       a
court of competent jurisdiction, the Wisconsin Department of Insurance or other
competent regulatory authority shall have entered a final and nonappealable
order, judgment or decree (i) appointing a custodian, trustee, agent or
receiver for the Series Enhancer or for all or any material portion of its
property or (ii) authorizing the taking of possession by a custodian, trustee,
agent or receiver of the Series


 


8

















 


Enhancer (or the taking of possession of all
or any material portion of the property of the Series Enhancer).


 


Series
Issuance Date.  For
the Series 2005-2 Notes, October 28, 2005.


 


VFCC:  Variable Funding Capital Corporation, a
Delaware corporation, and its successors and assigns.


 


(b)           Capitalized terms used herein and not
otherwise defined shall have the meaning set forth in Appendix A to the
Indenture, as such Appendix A may be amended, supplemented or otherwise
modified from time to time in accordance with the provisions of the
Indenture.  The rules of usage set forth
in such Appendix A shall apply to this Supplement.


 


ARTICLE II



Creation of the Series 2005-2 Notes


 


Section 201.           Designation.  (a) There is hereby created a Series of Notes
to be issued in one Class pursuant to the Indenture and this Supplement to be
known as “UCO Compression 2005 LLC Floating Rate Secured Notes, Series 2005-2”.
The Series 2005-2 Notes will be issued on October 28, 2005 in the initial
maximum principal balance of Twenty-Five Million Dollars ($25,000,000) and will
not have priority over any other Series, except to the extent set forth in the
Indenture (including Section 302(f) thereof) or in the Supplement for such
other Series.  The Series 2005-2 Notes
are designated as  a Series of Warehouse
Notes.


 


(b)           On the Closing Date, the Issuer shall
sell the Series 2005-2 Notes to the Initial Purchaser pursuant to the Series
2005-2 Note Purchase Agreement and deliver such Series 2005-2 Notes in
accordance herewith and therewith.  The
Series 2005-2 Notes shall be issued as Definitive Notes, substantially in the
form of Exhibit A hereto. The transfer restrictions set forth in Sections
205(g) and (h) of the Indenture shall not be applicable to any transfer of a
Series 2005-2 Note (or an interest therein) (i) by VFCC to one or more
Liquidity Banks in accordance with the provisions of the Liquidity Agreement,
(ii) by any Series 2005-2 Noteholder to the Series Enhancer or (iii) at any
time any Reimbursement Amounts are owing to the Series Enhancer, by the Series
Enhancer to any subsequent Holder of such Series 2005-2 Note.


 


(c)           Payments of principal on the Series
2005-2 Notes shall be payable from funds on deposit in the Series 2005-2 Series
Account, or otherwise, at the times and in the amounts set forth in Articles
III and VII of the Indenture and Article III of this Supplement.


 


(d)           [Reserved].


 


(e)           Each of S & P and Moody’s have
been designated as Rating Agencies for the Series 2005-2 Notes and notices to
such Persons shall be delivered in the manner set forth in the Indenture to the
following addresses:


 


Standard & Poor’s Ratings
Group


55 Water Street, 39th Floor


New York, New York 10041


 


9

















 


Telephone:  (212) 425-7025


Facsimile:  (212) 208-1393


 


Moody’s Investors Services


99 Church Street, 4th Floor


New York, New York 10007


Telephone:  (212) 553-0300


Facsimile:  (212) 533-0574


Attention:  Asset Backed Monitoring Group


 


(f)            The Policy, the Premium Letter and
the Insurance Agreement shall constitute Enhancement Agreements with respect to
Series 2005-2.


 


(g)           In the event that any term or
provision contained herein shall conflict with or be inconsistent with any term
or provision contained in the Indenture, the terms and provisions of this
Supplement shall govern.


 


Section 202.           Authentication and Delivery.


 


(a)           On the Closing Date, Issuer shall
sign the Series 2005-2 Notes, and shall direct the Indenture Trustee in writing
pursuant to Section 201 of the Indenture to duly authenticate the Series 2005-2
Notes, and the Indenture Trustee, upon receiving such direction, (i) shall
authenticate (by manual or facsimile signature), subject to compliance with the
conditions precedent set forth in Article V hereof and the Series 2005-2 Note
Purchase Agreement, the Series 2005-2 Notes in accordance with such written
directions, and (ii) subject to compliance with the conditions precedent set
forth in Article V hereof and the Series 2005-2 Note Purchase Agreement, shall
deliver such Series 2005-2 Notes to the Noteholders in accordance with such
written directions.


 


(b)           The Series 2005-2 Notes shall be
executed by manual or facsimile signature by the Issuer and shall be
substantially in the form of Exhibit A hereto.


 


(c)           The Series 2005-2 Notes shall be
issued in minimum denominations of $100,000 and in integral multiples of
$100,000 in excess thereof.


 


Section 203.           Interest Payments on the Series
2005-2 Notes.


 


(a)           Interest on Series 2005-2 Notes.  Interest shall be due and payable on each
Series 2005-2 Note on each Payment Date in an amount equal to the Series 2005-2
Note Interest Payment for such Series 2005-2 Note on such Payment Date.  The Deal Agent shall, by not later than the
fifth (5th) Business Day preceding each Payment Date, deliver to each of the
Issuer, the Manager and the Series Enhancer a calculation of the Interest
Payments payable on the Series 2005-2 Notes on such Payment Date.  Such Interest Payments shall be payable on
each Payment Date from amounts on deposit in the Series 2005-2 Series Account
in accordance with Section 302 of this Supplement and, to the extent necessary,
from a draw on the Policy.  To the extent
that the amount of interest which is due and payable on any Payment Date is not
paid in full on such date, such shortfall shall be due and payable on the
immediately succeeding Payment Date.


 


10

















 


(b)           Interest on Overdue Amounts.  If the Issuer shall default in the payment of
(i) the Series 2005-2 Note Principal Balance on the Legal Final Maturity Date,
or (ii) the Series 2005-2 Note Interest Payment for any Series 2005-2 Note on
any Payment Date, or (iii) any other amount due under this Supplement on the
date when due, then, in each case, the Issuer shall, from time to time, pay
interest on such unpaid amounts, to the extent permitted by Applicable Law, to,
but not including, the date of actual payment (after as well as before
judgment), at a rate per annum equal to the Overdue Rate, for the period during
which such principal, interest or other amount shall be unpaid from the due
date of such payment to the date of actual payment thereof.  Default Fees shall be distributed from the
Series 2005-2 Series Account at the times and subject to the priorities set
forth in Section 302 of this Supplement.


 


(c)           Maximum Interest Rate.  In no event shall the interest charged with
respect to a Series 2005-2 Note exceed the maximum amount permitted by
Applicable Law.  If at any time the
interest rate charged with respect to a Series 2005-2 Note exceeds the maximum
rate permitted by Applicable Law, the rate of interest to accrue pursuant to
this Supplement and such Series 2005-2 Note shall be limited to the maximum
rate permitted by Applicable Law, but any subsequent reductions in the
Alternative Rate shall not reduce the interest to accrue on such Series 2005-2
Note below the maximum amount permitted by Applicable Law until the total
amount of interest accrued on such Series 2005-2 Note equals the amount of interest
that would have accrued if a varying rate per annum equal to the interest rate
had at all times been in effect.  If the
total amount of interest paid or accrued on the Series 2005-2 Note under the
foregoing provisions is less than the total amount of interest that would have
accrued if the interest rate had at all times been in effect, the Issuer agrees
to pay to the Series 2005-2 Noteholders an amount equal to the difference
between (a) the lesser of (i) the amount of interest that would have accrued if
the maximum rate permitted by Applicable Law had at all times been in effect,
or (ii) the amount of interest that would have accrued if the interest rate had
at all times been in effect, and (b) the amount of interest accrued in
accordance with the other provisions of this Supplement.


 


Section 204.           Principal Payments on the Series
2005-2 Notes.  (a) The unpaid
principal balance of the Series 2005-2 Notes shall be payable on each Payment
Date from amounts on deposit in the Series 2005-2 Series Account, or funds
otherwise available for such purpose, in an amount equal to the Minimum
Principal Payment Amount for such Payment Date, the Scheduled Principal Payment
Amount for such Payment Date and that portion of the Supplemental Principal
Payment Amount that has been allocated to the Series 2005-2 Notes in accordance
with the terms of the Indenture.  The
Series 2005-2 Note Principal Balance, together with all unpaid interest
(including all Default Fees), fees (including all Commitment Fees), expenses,
Breakage Costs and all other amounts payable by the Issuer to the Series 2005-2
Noteholders, each Interest Rate Hedge Provider, the Series Enhancer and the
Indenture Trustee pursuant to the terms of the Indenture and this Supplement,
shall be due and payable in full on the earlier to occur of (x) the date on
which an Event of Default shall occur and the Series 2005-2 Notes have been
accelerated in accordance with Section 802 of the Indenture and (y) the Legal
Final Maturity Date.


 


(b)           The Issuer may, on any Payment Date
and upon three (3) Business Days’ prior written notice to the Indenture Trustee
and the Series 2005-2 Noteholders (which notice


 


11

















 


shall be irrevocable when given), voluntarily
prepay the Series 2005-2 Note Principal Balance by making a wire transfer to
the Series 2005-2 Series Account; provided,
however, that the Issuer may not make such repayment from funds in
the Transaction Accounts, except to the extent that funds in any such account
would otherwise be distributable to the Series Account for application to the
unpaid principal of the Series 2005-2 Notes or payable to the Issuer, in each
case in accordance with the terms of Section 302 of the Indenture, or are
otherwise expressly available to the Issuer for such Prepayment.  In connection with any Prepayment made in
accordance with this Section 204(b), the Issuer shall pay an amount equal to
the sum of (i) accrued interest in the principal balance being prepaid to the
date of such Prepayment, (ii) any Breakage Costs assessed by the Deal Agent, on
behalf of the Series 2005-2 Noteholders and the Liquidity Bank, and (iii) any
fees and costs (including, without limitation, termination payments) assessed
by the Interest Rate Hedge Provider and the Series Enhancer.


 


Section 205.           Amounts and Terms of Series 2005-2
Noteholder Commitments.


 


(a)           Commitments.  Subject to the terms and conditions of this
Supplement and the Series 2005-2 Note Purchase Agreement, each Series 2005-2
Noteholder shall make its Initial Commitment available to the Issuer during the
period commencing on (and including) the Closing Date and ending on (but
excluding) the Commitment Termination Date.


 


(b)           Series 2005-2 Advances.  Prior to the Commitment Termination Date each
Series 2005-2 Note shall be a revolving note with a maximum principal amount
equal to the Existing Commitment then in effect for the related Series 2005-2
Noteholder.  The Deal Agent shall
maintain a record of all Series 2005-2 Advances and repayments made on the
Series 2005-2 Notes and absent manifest error such records shall be
conclusive.  On any two (2) Business Days
in any calendar month requested by the Issuer and so long as the Issuer shall
have given three (3) Business Days’ prior written notice to the Indenture
Trustee, the Deal Agent and the Series Enhancer, and shall have satisfied all
applicable conditions precedent set forth in Article V hereof, each Series
2005-2 Noteholder shall, subject to the terms and conditions of the Series
2005-2 Note Purchase Agreement, deposit in the account designated by the Issuer
by wire transfer of same day funds an amount in Dollars equal to its Series
2005-2 Percentage of the requested Series 2005-2 Advance; provided, however, that, each Series
2005-2 Advance by each Series 2005-2 Noteholder shall be for an amount (A)
not less than the lesser of (x) its then unused Series 2005-2 Note
Existing Commitment and (y) One Million Dollars ($1,000,000), and (B) not greater
than the Series 2005-2 Availability of such Series 2005-2 Noteholder on such
Business Day; provided, further,
that in the event that any Series 2005-2 Noteholder fails to make a Series
2005-2 Advance in accordance with its Series 2005-2 Note Existing Commitment,
then the other Series 2005-2 Noteholder(s) shall not be obligated to fund the
Series 2005-2 Percentage of the defaulted Series 2005-2 Noteholder(s).


 


(c)           (1) 
Each request for a Series 2005-2 Advance shall be submitted in writing
to the Deal Agent and the Series Enhancer in the manner contemplated in the
Indenture by not later than 1:00 p.m. (Charlotte, North Carolina time) on the
third (3rd) Business Day prior to the date of the requested Series
2005-2 Advance and shall be irrevocable when given.


 


(2)                                  Each request for a
Series 2005-2 Advance shall constitute a reaffirmation by Issuer that (i) no
Event of Default, Manager


 


12

















 


Default, Trigger Event or Prospective Trigger
Event has occurred and is continuing, (ii) the representations and warranties
of the Issuer contained in the Related Documents are true, correct and complete
in all material respects to the same extent as though made on and as of the
date of the request, except to the extent such representations and warranties
specifically relate to an earlier date, in which event they shall be true,
correct and complete in all material respects as of such earlier date and (iii)
that each of the conditions precedent to such Series 2005-2 Advance have been
satisfied.


 


(3)                                  If (i) any Series
2005-2 Advance requested by the Issuer is not made or effectuated, for any
reason whatsoever, related to a default or nonperformance by the Issuer, on the
date specified thereof or (ii) any optional prepayment of the Series 2005-2
Notes is not made when specified in the notice delivered pursuant to Section
204 of this Supplement, the Issuer shall indemnify each Series 2005-2
Noteholder against any Breakage Costs.


 


(d)           On each Payment Date, the Issuer
shall pay a commitment fee (the “Commitment Fee”) to each Series 2005-2
Noteholder, which shall be in an amount equal to the sum of the product for
each day during the immediately preceding Collection Period of (x) one fifth of
one percent (.20%) per annum, (y) a fraction (expressed as percentage) the
numerator of which is one and the denominator of which is equal to 360 and
(z) the Series 2005-2 Note Unused Commitment of such Series 2005-2
Noteholder on such date.  Such Commitment
Fee shall be payable from amounts then on deposit in the Series 2005-2 Series
Account, or amounts otherwise available for such purpose, in accordance with
Section 302 hereof.


 


(e)           All payments of principal and
interest on the Series 2005-2 Notes shall be paid to the Series 2005-2
Noteholders reflected in the Note Register as of the related Record Date by
wire transfer of immediately available funds for receipt prior to 11:00 a.m.
(New York City time) on the related Payment Date.  Any payments received by a Series 2005-2
Noteholder after 11:00 a.m. (New York City time) on any day shall be considered
to have been received on the next succeeding Business Day.


 


(f)            All payments received by the Deal
Agent from the Issuer by wire transfer of immediately available funds prior to
11:00 a.m. (New York City time) on the related Payment Date shall be disbursed
by the Deal Agent to the Series 2005-2 Noteholders or the Liquidity Bank (as
applicable) by no later than 3:00 p.m. on such Business Day.  Any payments received by the Deal Agent after
11:00 a.m. (New York City time) on any day shall be paid to the Series 2005-2
Noteholders or Liquidity Bank (as applicable) by 11:00 a.m. on the next
Business Day.


 


(g)           The Aggregate Series 2005-2 Note
Principal Balance of the Series 2005-2 Notes shall be required to be prepaid at
the time and in the amounts set forth in Section 702(b) of the Indenture.  The Minimum Principal Payment Amounts and
Scheduled Principal Payment Amounts shall be adjusted at the times and subject
to the conditions set forth in Sections 702(d) and (e) of the Indenture.  In addition, Holders of the Series 2005-2
Notes are entitled to receive,


 


13

















 


at the times and subject to the conditions
set forth in the Indenture, an allocable portion (as determined in accordance
with Section 302(g) of the Indenture) of any Supplemental Principal Payment
Amount.


 


Section 206.           Taxes.


 


(a)           In addition to payments of principal
and interest on the Series 2005-2 Notes when due, the Issuer shall pay any and
all Taxes, and all liabilities with respect thereto, excluding, in the case of
each Series 2005-2 Noteholder and any Person to whom a Series 2005-2 Noteholder
has sold an interest in the Series 2005-2 Note, the Deal Agent and any
Liquidity Bank (such Series 2005-2 Noteholder and any such Person being an “Indemnified
Party”), such Taxes as are imposed on or measured by each Indemnified Party’s
net income by the jurisdiction under the laws of which such Indemnified Party,
as the case may be, is organized or maintains an office or any political
subdivision thereof.


 


(b)           In addition, the Issuer shall pay any
present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies which arise from any payment made hereunder or
from the execution, delivery or registration of, or otherwise with respect to,
this Supplement or any other documents related to the issuance of the Series
2005-2 Notes except for any such taxes due upon the transfer by a Series 2005-2
Noteholder of its Series 2005-2 Notes to any Person other than the Series
Enhancer (hereinafter referred to as “Other Taxes”).


 


(c)           If any Taxes or Other Taxes are
directly asserted or imposed against any Indemnified Party, the Issuer shall
indemnify and hold harmless such Indemnified Party for the full amount of the
Taxes or Other Taxes (including any Taxes or Other Taxes asserted or imposed by
any jurisdiction on amounts payable under this Section 206) paid by the
Indemnified Party and any liability (including penalties, interest, additions
to tax and expenses) arising therefrom or with respect thereto, whether or not
such Taxes or Other Taxes were correctly or legally asserted or imposed.  If the Issuer fails to pay any Taxes or Other
Taxes when due to the appropriate taxing authority or fails to remit to the
Indemnified Party the required receipts or other required documentary evidence,
the Issuer shall indemnify the Indemnified Party for any incremental Taxes or
Other Taxes, interest or penalties that may become payable by the Indemnified
Party as a result of any such failure. 
Payment under this indemnification shall be made by Issuer immediately
upon written demand therefor by any Indemnified Party; provided that such payment shall be made
in accordance with the priorities for distributions set forth in Section 302 of
this Supplement.  Indemnified Party shall
give prompt notice to Issuer of any assertion of Taxes or Other Taxes so that
Issuer may, at its option, contest such assertion.


 


(d)           Within thirty (30) days after the
date of any payment by the Issuer of Taxes or Other Taxes, the Issuer shall
furnish to each of the Series 2005-2 Noteholders the original or a certified
copy of a receipt evidencing payment thereof, or other evidence of payment
satisfactory to the Series 2005-2 Noteholders.


 


(e)           Taxes and Other Taxes shall not
constitute a “Claim” (as defined in Section 101(5) of the Bankruptcy Code)
against the Issuer in any bankruptcy, reorganization,


 


14

















 


arrangement, insolvency or liquidation
proceedings involving the Issuer in the event such amounts are not paid in
accordance with Section 302 of this Supplement.


 


(f)            On or before the date it acquires a
Series 2005-2 Note (and, so long as it may properly do so, periodically
thereafter, as requested by Issuer, to keep forms up to date), each Series
2005-2 Noteholder that is organized under the laws of a jurisdiction outside
the United States of America hereby is deemed to have agreed by its acceptance
of its Series 2005-2 Note to deliver to the Indenture Trustee any certificates,
documents or other evidence that shall be required by the Code (or any
regulations issued pursuant thereto) to establish that, assuming the Series
2005-2 Notes are properly characterized as indebtedness, it is exempt from
existing United States Federal withholding requirements, including two (2)
original copies of Internal Revenue Service Form W-8BEN or Form W-8ECI
or any applicable successor form, properly completed and duly executed by the
Series 2005-2 Noteholder certifying that it is entitled to receive
payments under this Agreement without deduction or withholding of any United
States Federal income taxes (or at a reduced rate).  If any Series 2005-2 Noteholder does not
comply with the requirements of this Section 206(f), then the amounts payable
to such Series 2005-2 Noteholder pursuant to this Section 206 shall be limited
to reflect such withholding. Any payment made by any Person to any Series
2005-2 Noteholder of Series 2005-2 Note Interest Payment, Scheduled Principal
Payment Amount or Commitment Fees shall be considered as having been paid by
the Issuer to the Series 2005-2 Noteholder for all purposes of this Supplement.


 


Section 207.           Increased Costs; Capital Adequacy;
Illegality.


 


(a)           If either (i) the introduction of or
any change (including, without limitation, any change by way of imposition or
increase of reserve requirements) in or in the interpretation of any law or
regulation or (ii) the compliance by an Affected Party with any guideline or
request from any central bank or other Governmental Authority (whether or not
having the force of law), shall (A) subject an Affected Party to any Tax
(except for Taxes on the overall net income of such Affected Party), duty or
other charge with respect to any Series 2005-2 Note, or any right to make
Series 2005-2 Advance hereunder, or on any payment made hereunder, (B) impose,
modify or deem applicable any reserve requirement (including, without
limitation, any reserve requirement imposed by the Board of Governors of the
Federal Reserve System, but excluding any reserve requirement, if any, included
in the determination of the Adjusted Eurodollar Rate), special deposit or
similar requirement against assets of, deposits with or for the amount of, or
credit extended by, any Affected Party or (C) impose any other condition
affecting a Series 2005-2 Note or any Series 2005-2 Noteholder’s rights
hereunder, the result of which is to increase the cost to any Affected Party or
to reduce the amount of any sum received or receivable by an Affected Party
under this Supplement, then within ten (10) days after demand by such Affected
Party (which demand shall be accompanied by a statement setting forth the basis
for such demand), the Issuer shall pay directly to such Affected Party such
additional amount or amounts as will compensate such Affected Party for such
additional or increased cost incurred or such reduction suffered.


 


(b)           If either (i) the introduction of or
any change in or in the interpretation of any law, guideline, rule, regulation,
directive or request or (ii) compliance by any Affected Party with any law,
guideline, rule, regulation, directive or request from any central bank or
other


 


15

















 


Governmental Authority (whether or not having
the force of law), including, without limitation, compliance by an Affected
Party with any request or directive regarding capital adequacy, has or would
have the effect of reducing the rate of return on the capital of any Affected
Party as a consequence of its obligations hereunder or under the other Related
Documents or arising in connection herewith or therewith to a level below that
which any such Affected Party could have achieved but for such introduction,
change or compliance (taking into consideration the policies of such Affected
Party with respect to capital adequacy) by an amount deemed by such Affected
Party to be material, then from time to time, within ten (10) days after demand
by such Affected Party (which demand shall be accompanied by a statement
setting forth the basis for such demand), the Issuer shall pay directly to such
Affected Party such additional amount or amounts as will compensate such
Affected Party for such reduction.


 


(c)           If as a result of any event or
circumstance similar to those described in clauses (a) or (b) of this Section,
any Affected Party is required to compensate a bank or other financial
institution providing liquidity support, credit enhancement or other similar
support to such Affected Party in connection with this Agreement or the funding
or maintenance of Series 2005-2 Advances hereunder, then within ten (10) days
after demand by such Affected Party, the Issuer shall pay to such Affected
Party such additional amount or amounts as may be necessary to reimburse such
Affected Party for any amounts payable or paid by it.


 


(d)           In determining any amount provided
for in this section, the Affected Party may use any reasonable averaging and
attribution methods.  Any Affected Party
making a claim under this section shall submit to the Issuer and the Manager a
written description as to such additional or increased cost or reduction and
the calculation thereof, which written description shall be conclusive absent
demonstrable error.


 


(e)           If a Liquidity Bank shall notify the
Deal Agent that a Eurodollar Disruption Event as described in clause (a) of the
definition of “Eurodollar Disruption Event” has occurred, the Deal Agent shall
in turn so notify the Issuer, whereupon all Series 2005-2 Advances in respect
of which Series 2005-2 Note Interest Payment accrues at the Adjusted Eurodollar
Rate shall immediately be converted into a Series 2005-2 Advance in respect of
which interest accrues at the Base Rate.


 


(f)            Any amounts payable by the Issuer
pursuant to this Section 207 are contingent upon the availability of funds to
make such payment in accordance with the provisions of Section 302 hereof and,
to the extent such funds are not available, shall not constitute a “Claim” (as
defined in Section 101(5) of the Bankruptcy Code) against the Issuer in any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
involving the Issuer in the event that such amounts are not paid in accordance
with Section 302 of this Supplement.


 


16
















 


ARTICLE III



Series 2005-2 Series Account and

Allocation and Application of Amounts Therein


 


Section 301.           Series
2005-2 Series Account.  The Issuer
shall establish on the Closing Date and maintain, so long as any Series 2005-2
Note is Outstanding, an Eligible Account at Wells Fargo Bank, National
Association which shall be designated as 
the Series 2005-2 Series Account, which account shall be held in the
name of the Indenture Trustee for the benefit of the Series 2005-2 Noteholders
and the Series Enhancer pursuant to the Indenture and this Supplement.  All deposits of funds into the Series 2005-2
Series Account by the Issuer or any other Person shall be accumulated in, and
withdrawn from, the Series 2005-2 Series Account in accordance with the
provisions of the Indenture and this Supplement.  Any funds on deposit in the 2005-2 Series
Account shall be invested in the same manner as the funds deposited and held in
the Trust Account.


 


Section 302.           Distributions
from Series 2005-2 Series Account.


 


(a)           On
each Payment Date and on each other date on which any payment is to be made
with respect to the Series 2005-2 Notes in accordance with Section 203 or 204
hereof, the Indenture Trustee shall distribute funds then on deposit in the
Series 2005-2 Series Account in accordance with the priorities set forth below:


 


(I)            If
an Event of Default shall not have occurred and be continuing (as determined in
accordance with the provisions of Section 818 of the Indenture):


 


(1)           To
the Series Enhancer, all Premiums then due and payable to the Series Enhancer,
to the extent allocable to the Series 2005-2 Notes (without duplication of
amounts distributed to the Series Enhancer pursuant to clause (7) of Section
302(d) of the Indenture);


 


(2)           To
Deal Agent, on behalf of each Holder of a Series 2005-2 Note on the immediately
preceding Record Date, an amount equal to each such Holder’s pro rata portion (based on the relative Series 2005-2 Note
Principal Balances) of the Interest Payments (exclusive of Default Fees)
payable with respect to the Series 2005-2 Notes for such Payment Date and any
prior Payment Date;


 


(3)           To
the Series Enhancer, any Series 2005-2 Note Reimbursement Amounts then owing in
respect of all Series 2005-2 Note Interest Payments on such Payment Date and
any prior Payment Dates (without duplication of amounts distributed to the
Series Enhancer pursuant to clause (9) of Section 302(d) of the Indenture);


 


(4)           To
the Deal Agent, on behalf of each Holder of a Series 2005-2 Note on the
immediately preceding Record Date, the Commitment Fee payable to each such
Holder on such Payment Date;


 


17

















 


(5)           To
the Series Enhancer, any remaining Series 2005-2 Note Reimbursement Amounts
then owing to the Series Enhancer (without duplication of amounts distributed
to the Series Enhancer pursuant to clause (14) of Section 302(d) of the
Indenture);


 


(6)           To
the Deal Agent, on behalf of each Holder of a Series 2005-2 Note on the
immediately preceding Record Date, an amount equal to each such Holder’s pro rata portion (based on the relative
Series 2005-2 Note Principal Balances) of the Minimum Principal Payment Amount
then due and payable with respect to the Series 2005-2 Notes on such Payment
Date and any prior Payment Date;


 


(7)           To
the Deal Agent, on behalf of each Holder of a Series 2005-2 Note on the
immediately preceding Record Date, an amount equal to each such Holder’s pro rata portion (based on the relative
Series 2005-2 Note Principal Balances) of the Scheduled Principal Payment
Amount then due and payable with respect to the Series 2005-2 Notes on such
Payment Date;


 


(8)           To
the Deal Agent on behalf of each Holder of a Series 2005-2 Note on the
immediately preceding Record Date, an amount equal to each such Holder’s pro rata portion (based on the relative
Series 2005-2 Note Principal Balances) of that portion of the Supplemental
Principal Payment Amount then due and payable with respect to the Series 2005-2
Notes on such Payment Date, until the Aggregate Series 2005-2 Note Principal
Balance has been reduced to zero;


 


(9)           To
the Deal Agent on behalf of each Holder of a Series 2005-2 Note on the
immediately preceding Record Date, an amount equal to each such Holder’s pro rata portion (based on the relative
amounts owing to each such Holder) of indemnities and other amounts (including
Default Fees) then due and payable by the Issuer to the Series 2005-2
Noteholders pursuant to the Related Documents;


 


(10)         To
the Deal Agent on behalf of each Holder of a Series 2005-2 Note on the
immediately preceding Record Date, an amount equal to any remaining unpaid
interest then due and payable to such Series 2005-2 Noteholders; and


 


(11)         To
the Issuer, any remaining amounts then on deposit in the Series 2005-2 Series
Account.


 


(II)           If
an Event of Default shall have occurred and be continuing (as determined in
accordance with the provisions of Section 818 of the Indenture):


 


18

















 


(1)           To
the Series Enhancer, all Premiums then due and payable to the Series Enhancer,
to the extent allocable to the Series 2005-2 Notes (without duplication of
amounts distributed to the Series Enhancer pursuant to clause (7) of Section
302(e) of the Indenture);


 


(2)           To
Deal Agent on behalf of each Holder of a Series 2005-2 Note on the immediately
preceding Record Date, an amount equal to each such Holder’s pro rata portion (based on the relative
Series 2005-2 Note Principal Balances) of the Interest Payments (exclusive of
Default Fees) payable with respect to the Series 2005-2 Notes for such Payment
Date and any prior Payment Date;


 


(3)           To
the Series Enhancer, any Series 2005-2 Note Reimbursement Amounts then owing in
respect of the Series 2005-2 Note Interest Payments on such Payment Date and
any prior Payment Date (without duplication of amounts distributed to the
Series Enhancer pursuant to clause (9) of Section 302(e) of the Indenture);


 


(4)           To
the Deal Agent, on behalf of each Holder of a Series 2005-2 Note on the
immediately preceding Record Date, the Commitment Fee payable to each such
Holder on such Payment Date;


 


(5)           To
the Deal Agent on behalf of each Holder of a Series 2005-2 Note on the
immediately preceding Record Date, an amount equal to each such Holder’s pro rata portion (based on the relative
Series 2005-2 Note Principal Balances) of the Available Distribution Amount allocable to the Series 2005-2 Notes by
the Indenture Trustee to the Series 2005-2 Series Account pursuant to clause
(14)(A) of Section 302(e) of the Indenture, until the Aggregate Series 2005-2
Note Principal Balance has been reduced to zero;


 


(6)           To
the Series Enhancer, any remaining Series 2005-2 Note Reimbursement Amounts
then owing to the Series Enhancer (without duplication of amounts distributed
to the Series Enhancer pursuant to clause (14)(B) of Section 302(e) of the
Indenture);


 


(7)           To
the Deal Agent on behalf of each Holder of a Series 2005-2 Note on the
immediately preceding Record Date, an amount equal to each such Holder’s pro rata portion (based on the relative
amounts owing to each such Holder) of indemnities and other amounts (including
Default Fees) then due and payable by the Issuer to the Series 2005-2
Noteholders pursuant to the Related Documents; and


 


(8)           To
the Issuer, any remaining amounts then on deposit in the Series 2005-2 Series
Account.


 


19

















 


Any amounts payable to a
Noteholder or Series Enhancer pursuant to this Section 302 shall be made by
wire transfer of immediately available funds to the account that such
Noteholder or Series Enhancer has designated to the Indenture Trustee in
writing on or prior to the Business Day immediately preceding the Payment
Date.  Any amounts payable by the Issuer
hereunder are contingent upon the availability of funds to make such payment in
accordance with the provisions of this Section 302 hereof and, to the extent
such funds are not available, shall not constitute a “Claim” (as defined in
Section 101(5) of the Bankruptcy Code) against the Issuer in any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding involving the
Issuer in the event that such amounts are not paid in accordance with Section
302 of this Supplement.


 


Section 303.           Funds
Received from the Reserve Account and the Letter(s) of Credit.  Any funds actually received by the Indenture
Trustee, for the benefit of the Series 2005-2 Noteholders, from the Reserve
Account or from the Letter of Credit (including from the Letter of Credit
Collateral Account) pursuant to the provisions of Section 313 and/or Section
314 of the Indenture shall be used solely to make Interest Payments.


 


ARTICLE IV



Additional Covenants


 


In addition to the covenants
set forth in Article VI of the Indenture, the Issuer hereby makes the following
additional covenants for the benefit of the Series 2005-2 Noteholders:


 


Section 401.           Use
of Proceeds.  The proceeds from the
issuance of the Series 2005-2 Notes shall be used to (i) acquire additional
Eligible Compressors, (ii) repay in full the unpaid principal balance of, and
accrued interest on the Series 2002-1 Notes, and (iii) for general corporate
purposes.


 


ARTICLE V



Conditions of Effectiveness and Future Lending


 


Section 501.           Effectiveness
of Supplement.  The effectiveness of
this Supplement is subject to the condition precedent that the Indenture
Trustee, the Series Enhancer and each Series 2005-2 Noteholder shall have
received all of the following, each duly executed and dated as of the Closing
Date, in form and substance satisfactory to the Series Enhancer and each of the
Series 2005-2 Noteholders and each (except for the Series 2005-2 Notes, of
which only the originals shall be signed) in sufficient number of signed
counterparts to provide one for the Series Enhancer and each Series 2005-2
Noteholder:


 


(a)           Series
2005-2 Notes.  Separate Series 2005-2
Notes executed by the Issuer in favor of each Series 2005-2 Noteholder in the
aggregate stated principal amount of the Series 2005-2 Note Existing Commitment
of such Series 2005-2 Noteholders.


 


20

















 


(b)           Certificate(s)
of Secretary or Assistant Secretary. 
Separate certificates executed by the corporate secretary or assistant
secretary of the Issuer and each Universal Affiliate that is party to any
Related Document, each dated the Closing Date, certifying (i) that the respective
company has the authority to execute and deliver, and perform its respective
obligations under each of the Related Documents to which it is a party, and
(ii) that attached are true, correct and complete copies of the organic
documents, authorizations and incumbency certificates of such Person in form
and substance satisfactory to the Series 2005-2 Noteholders and the Series
Enhancer, as to such matters as they shall require.


 


(c)           Security
Documents. The Indenture and this Supplement, in form and substance
satisfactory to the Series 2005-2 Noteholders, the Series Enhancer, and the
Indenture Trustee, shall have been executed and delivered by Issuer, and all
other parties thereto, together with all Uniform Commercial Code financing
statements, the Control Agreement(s) and other documents reasonably requested
by Series 2005-2 Noteholders, the Series Enhancer or the Indenture Trustee.


 


(d)           Opinions
of Counsel.  Opinions of Counsel to
the Issuer, Old Lessor and the Contributor in form and substance satisfactory
to the Series 2005-2 Noteholders and the Series Enhancer as to the matters
described below:


 


(1)           True
sale by each of the Contributor, the Old Lessee and the Old Lessor to the
Issuer;


 


(2)           Nonconsolidation
of the Issuer with any of UCMC, the Contributor, and the Old Lessee;


 


(3)           All
corporate and securities matters with respect to each of the Issuer, UCMC, the
Contributor and the Old Lessee;


 


(4)           Security
interest in the Owner Compressors and other Collateral is created in favor of
the Indenture Trustee for the benefit of the Noteholders and the Series
Enhancer pursuant to the Indenture; and


 


(5)           The
Notes shall be treated as indebtedness under the Indenture for United States
federal income tax purposes and the Issuer will not be treated as an association
taxable as a corporation for United States federal income tax purposes.


 


(e)           Related
Documents.  Each of the Related
Documents shall have been duly executed and delivered and all of the conditions
precedent therein have either been satisfied or waived by each Series 2005-2
Noteholder and the Series Enhancer.


 


(f)            Insurance.  Each of the Indenture Trustee and the Series
Enhancer shall have received certificates evidencing insurance coverage
satisfying the requirements of Section 5.7 of the Management Agreement.


 


21

















 


(g)           Up
Front Fee.  The Issuer shall have
paid, or made arrangements for payment satisfactory to the Deal Agent for, the
fees (if any) due to the Deal Agent and VFCC on the Closing Date.


 


(h)           Ratings.  S & P shall have rated the Series 2005-2
Notes “BBB” or higher and Moody’s shall have rated the Series 2005-2 Notes
“Baa3” or higher, in each case determined without regard to the Policy.


 


(i)            Credit
and Collection Policy.  The Issuer
shall have delivered to the Series Enhancer two (2) copies of Universal’s
Credit and Collection Policy in form and substance satisfactory to the Series
Enhancer.


 


(j)            Appraisals.  The Issuer shall have delivered to the Deal
Agent and the Series Enhancer three (3) Appraisals (one (1) of which will be
valued as of December 31, 2004 and two (2) of which will be valued as of June
30, 2005) with respect to each Owner Compressor included in the determination
of the Asset Base on the Closing Date.


 


(k)           Repayment
of Series 2002-1 Notes.  The Issuer
shall have made arrangements satisfaction to each of the Deal Agent and the
Series Enhancer to repay in full the Series 2002-1 Notes on the Closing Date.


 


(l)            Issuer Certificate.  An
officer’s certificate certifying that all of the conditions set forth in
clauses (a) through (k) above have been satisfied.


 


Section 502.           Advances
on Series 2005-2 Notes.  The
obligation of each of the Series 2005-2 Noteholders to make a Series
2005-2 Advance pursuant to its commitment under this Supplement and the Series
2005-2 Note Purchase Agreement is subject to the following further conditions
precedent being fulfilled with respect to each such Series 2005-2 Advance
(including any such Series 2005-2 Advance on the Closing Date (if any)):


 


(a)           Default.
 Before and after giving effect to such
Series 2005-2 Advance, no Event of Default or Manager Default shall have
occurred and be continuing (without regard to any waiver of such condition by
the Requisite Global Majority) unless such Series 2005-2 Advance has been
approved by each of (i) the Series Enhancer and (ii) each
Series 2005-2 Noteholder.


 


(b)           No
Trigger Event, Prospective Trigger Event or Asset Base Deficiency.  Before and after giving effect to such Series
2005-2 Advance, no Trigger Event, Prospective Trigger Event or Asset Base
Deficiency shall have occurred and be continuing unless such Series 2005-2
Advance has been approved by each of (i) the Series Enhancer (without regard to
any waiver of such condition by the Requisite Global Majority) and (ii) each
Series 2005-2 Noteholder.


 


(c)           Certification.  Issuer shall have delivered to the Deal Agent
and the Series Enhancer a compliance certificate, signed by a Responsible
Officer of Issuer stating that (i) each of the conditions precedent set forth
in this Section 502 and in the Series 2005-2 Note Purchase Agreement have
been satisfied with respect to such 
Series 2005-2 Advance and (ii) each of the


 


22

















 


representations and warranties of the Issuer
contained in each Related Document is true and correct in all material respects
as of the date of such Series 2005-2 Advance (or, in the case of the initial
Series 2005-2 Advance, that each of such representations and warranties is true
and correct in all respects as of the date of such initial Series 2005-2
Advance).


 


(d)           Asset
Base Certificate.  Issuer shall have
delivered to the Deal Agent and the Series Enhancer a duly completed and
executed Asset Base Certificate, determined after giving effect to any Eligible
Compressors and Eligible Contracts to be acquired with the proceeds of such
Series 2005-2 Advance, which demonstrates that, after giving effect to such
Series 2005-2 Advance, no Asset Base Deficiency would exist after giving effect
to such Series 2005-2 Advance.  Solely
with respect to the Asset Base Certificate to be delivered on the Closing Date
(if any), the Net Revenue amount used in this calculation will be based upon pro forma billings of the Issuer.


 


(e)           Commitment
Termination Date.  The Commitment
Termination Date shall not have occurred or, if such Commitment Termination
Date shall have occurred, the Control Party and each Series 2005-2 Noteholder
shall have waived the event or condition that has caused the occurrence of the
Commitment Termination Date.


 


(f)            Issuer
Certificate.  An officer’s
certificate certifying that all of the conditions set forth in paragraphs (a)
through (e) of this Section 502 have been satisfied.


 


ARTICLE VI



The Policy


 


Section 601.           The
Policy.  (a) On each Determination Date,
the Indenture Trustee shall determine, with respect to the immediately
following Payment Date, based solely on the information contained in the
Manager Report, whether there exists a Deficiency Amount.


 


(b)           If
there exists a Deficiency Amount which is an Insured Amount with respect to a
Payment Date, the Indenture Trustee shall complete a Notice in the form of
Exhibit A to the Policy and submit such claim for such Insured Amount to the
Series Enhancer in accordance with the terms of the Policy.  Any payment made by the Series Enhancer under
the Policy shall be applied solely to the payment of principal of or  interest (other than Default Fees) on the
Series 2005-2 Notes.


 


(c)           The
Indenture Trustee shall (i) receive Insured Amounts as attorney-in-fact of each
of the Series 2005-2 Noteholders and (ii) disburse such Insured Payments
directly to the Series 2005-2 Noteholders. 
The Issuer hereby agrees for the benefit of the Series Enhancer (and
each Series 2005-2 Noteholder, by acceptance of its Series 2005-2 Notes, will
be deemed to have agreed) that, without limiting any other rights of the Series
Enhancer, to the extent the Series Enhancer pays, or causes payment of, Insured
Amounts, either directly or indirectly (as by paying through distribution to
the Indenture Trustee), to the Series 2005-2 Noteholders, the Series Enhancer
will be entitled to (x) reimbursement of such amounts from amounts on deposit
in the Trust Account in accordance with the distribution provisions of Section
302 of the Indenture and Section 302 hereof and (y) assignment of certain
rights and interests of the Series


 


23

















 


2005-2 Noteholders as well as equitable and
legal rights of subrogation as described in the Insurance Agreement and Policy.


 


(d)           The
Series 2005-2 Notes will be insured by the Policy pursuant to the terms set
forth in the Policy, notwithstanding any provisions to the contrary contained
in this Supplement.


 


(e)           If
a Corporate Trust Officer of the Indenture Trustee at any time has actual
knowledge that a Deficiency Amount will exist on the applicable Payment Date,
the Indenture Trustee shall promptly notify the Series Enhancer, and each
Interest Rate Hedge Provider of the amount of such deficiency.


 


(f)            Anything
herein to the contrary notwithstanding, any payment with respect to the
principal of or interest on the Series 2005-2 Notes which is made with moneys
received pursuant to the terms of the Policy shall not be considered payment by
the Issuer with respect to the Series 2005-2 Notes, shall not discharge the
Issuer in respect of its obligation to make such payment, and shall not result
in the payment of, or the provision for the payment of, the principal of or
interest on, the Series 2005-2 Notes for purposes of the Indenture.  Each Series 2005-2 Noteholder by its
acceptance of a Series 2005-2 Note agrees, and the Issuer and the Indenture
Trustee acknowledge, that, without the need for any further action on the part
of the Series Enhancer, the Issuer, the Indenture Trustee or the Note
Registrar, (i) to the extent the Series Enhancer makes payments, directly or
indirectly, on account of principal of, or interest on, the Series 2005-2 Notes
to the Series 2005-2 Noteholders, the Series Enhancer will be fully subrogated
to the rights of such Series 2005-2 Noteholders to receive such principal and
interest from the Issuer, and (ii) the Series Enhancer shall be paid such
principal and interest in its capacity as a Holder of the Series 2005-2 Notes,
but only from the sources and in the manner and priority provided herein for
the payment of such principal and interest. 
To evidence the Series Enhancer’s subrogation to the rights of the
Series 2005-2 Noteholders, the Note Register shall note the Series Enhancer’s
rights as subrogee upon the register of the Series 2005-2 Noteholders upon
receipt from the Series Enhancer of proof of payment by the Series Enhancer of
any Insured Amount.  Nothing in this
Section shall expose the Issuer or the Collateral to double recovery for any
such amounts.


 


(g)           Each
of the Issuer and the Indenture Trustee hereby grants to the Series Enhancer,
as long as no Series Enhancer Default exists, the right of prior approval of
amendments, waivers or supplements to the Related Documents available to Series
2005-2 Noteholders hereunder and thereunder and of the exercise of any option,
vote, right, power or the like available to the Series 2005-2 Noteholders
hereunder and thereunder.


 


(h)           The
Indenture Trustee shall keep a complete and accurate record of the amount and
allocation of Insured Amounts and the Series Enhancer shall have the right to
inspect such records at reasonable times upon three (3) Business Day’s prior
written notice to the Indenture Trustee.


 


(i)            In
the event that a Preference Amount is payable under the Policy, the Indenture
Trustee shall so notify the Series Enhancer, shall comply with the provisions
of the Policy to obtain payment by the Series Enhancer of such Preference
Amount, and shall, at the


 


24

















 


time it provides notice to the Series
Enhancer, notify the Series 2005-2 Noteholders by mail that, in the event that
any Series 2005-2 Noteholder’s payment is so recovered, such Series 2005-2
Noteholder will be entitled to payment thereof pursuant to the terms of the
Policy.  The Indenture Trustee shall
furnish to the Series Enhancer, at its written request, the requested records
it holds in its possession evidencing the payments of principal of and interest
on the Series 2005-2 Notes, if any, which have been made by the Indenture
Trustee and subsequently recovered from Series 2005-2 Noteholders, and the
dates on which such payments were made.


 


Without limiting any rights of
the Series Enhancer under the Policy or any other Related Document, and without
modifying or otherwise affecting any terms or conditions of the  Policy, each Series 2005-2 Noteholder, by its
acceptance of a Series 2005-2 Note, and the Indenture Trustee hereby agree that
the Series Enhancer (so long as no Series Enhancer Default exists) may at any
time during the continuation of any Proceeding relating to a Preference Amount
direct all matters relating to such Preference Amount, including, without
limitation, (i) the direction of any appeal of any order relating to any
Preference Amount and (ii) the posting of any surety, supersedeas or
performance bond pending any such appeal. 
In addition, and without limitation of the foregoing, the Series
Enhancer shall be subrogated to the rights of the Indenture Trustee and each
such Series 2005-2 Noteholder in the conduct of any Proceeding with respect to
any such Preference Amount, including, without limitation, all rights of any
party to an adversary proceeding action with respect to any order issued in
connection with any such Preference Amount. 
Insured Amounts paid by the Series Enhancer to the Indenture Trustee
shall be received by the Indenture Trustee, as agent to the Series 2005-2
Noteholders, and deposited into the Series Account for distribution in
accordance with Section 302 hereof.  Each
Series 2005-2 Noteholder by its acceptance of a Series 2005-2 Note, and the
Indenture Trustee, as agent to the Series 2005-2 Noteholders, hereby
acknowledges and affirms that the rights of the Series 2005-2 Noteholders to
any moneys paid or payable in respect of the Series 2005-2 Notes shall be fully
subrogated to the Series Enhancer to the extent of any payment made by the
Series Enhancer pursuant to the terms of the Policy, and any interest due
thereon.


 


(j)            By
acceptance of a Series 2005-2 Note, each Series 2005-2 Noteholder agrees to be
bound by the terms of the Policy, including, without limitation, the method and
timing of payment, the Series Enhancer’s right of subrogation and the other
rights of the Series Enhancer set forth therein.


 


(k)           Notwithstanding
the foregoing, in the event that any or all of the outstanding principal
amounts of the Series 2005-2 Notes become or are declared to be due and payable
prior to the Legal Final Maturity Date, the Series Enhancer shall have no
obligation under the Policy to pay such amounts prior to the Legal Final
Maturity Date, unless the Series Enhancer shall elect to make such accelerated
payments in accordance with and subject to the terms of the Policy.


 


(l)            The
Indenture Trustee shall be entitled to enforce on behalf of the Series 2005-2
Noteholders the obligations of the Series Enhancer under the Policy.  Notwithstanding any other provision of the
Indenture or any other Related  Document,
the Series 2005-2 Noteholders are not entitled to make any claims under the
Policy or institute proceedings directly against the Series Enhancer.


 


25

















 


(m)          Nothing
in this Section 601 or in any other Section hereof shall or is intended to
modify any of the terms, provisions or conditions of the Policy.


 


ARTICLE VII



Miscellaneous Provisions


 


Section 701.           Ratification
of Indenture.  As supplemented by
this Supplement, the Indenture is in all respects ratified and confirmed and
the Indenture, as so supplemented by this Supplement, shall be read, taken and
construed as one and the same instrument.


 


Section 702.           Counterparts.  This Supplement may be executed in two or
more counterparts, and by different parties on separate counterparts, each of
which shall be an original, but all of which shall constitute one and the same
instrument.


 


Section 703.           Governing
Law.  THIS SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE
WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.


 


Section 704.           Amendments
and Modifications.  The terms of this
Supplement may be waived, modified or amended in a written instrument signed by
each of the Issuer and the Indenture Trustee and, except with respect to the
matters set forth in (and subject to the terms of) Section 1001 of the
Indenture, only with the prior written consent of (i) the Control Party for the
Series 2005-2 Notes, and (ii) solely in the case of the matters set forth in
the last proviso to Section 1002(a) of the Indenture, the prior written consent
of the Holders of all Series 2005-2 Notes affected by such waiver, modification
or amendment; provided, however,
that neither the definition of “Control Party” nor the definition of “Series
Enhancer Default” may be amended or otherwise modified without the consent of
the Series Enhancer; provided, further,
that each Rating Agency shall receive notice not less than five (5) Business
Days prior the effectiveness of any such proposed amendment, modification or
waiver.


 


Section 705.           Consent
to Jurisdiction.  ANY LEGAL SUIT,
ACTION OR PROCEEDING AGAINST THE ISSUER ARISING OUT OF OR RELATING TO THIS
SUPPLEMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY, MAY BE INSTITUTED IN ANY
FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, STATE OF NEW YORK AND THE
ISSUER HEREBY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND, SOLELY FOR THE
PURPOSES OF ENFORCING THIS SUPPLEMENT AND THE OTHER RELATED DOCUMENTS, THE
ISSUER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY
SUCH SUIT, ACTION OR PROCEEDING.  THE
ISSUER HEREBY IRREVOCABLY APPOINTS AND DESIGNATES CT CORPORATION, HAVING AN
ADDRESS AT 111 EIGHTH AVENUE, NEW YORK, NY 10011, ITS TRUE AND LAWFUL
ATTORNEY-IN-FACT AND DULY AUTHORIZED AGENT FOR THE LIMITED PURPOSE OF


 


26

















 


ACCEPTING SERVICING OF LEGAL PROCESS AND THE
ISSUER AGREES THAT SERVICE OF PROCESS UPON SUCH PARTY SHALL CONSTITUTE PERSONAL
SERVICE OF SUCH PROCESS ON SUCH PERSON. 
THE ISSUER SHALL MAINTAIN THE DESIGNATION AND APPOINTMENT OF SUCH
AUTHORIZED AGENT UNTIL ALL AMOUNTS PAYABLE UNDER THIS SUPPLEMENT AND THE OTHER
RELATED DOCUMENTS SHALL HAVE BEEN PAID BY ISSUER IN FULL.  IF SUCH AGENT SHALL CEASE TO SO ACT, THE
ISSUER SHALL IMMEDIATELY DESIGNATE AND APPOINT ANOTHER SUCH AGENT SATISFACTORY
TO THE INDENTURE TRUSTEE AND SHALL PROMPTLY DELIVER TO THE INDENTURE TRUSTEE
EVIDENCE IN WRITING OF SUCH OTHER AGENT’S ACCEPTANCE OF SUCH APPOINTMENT.


 


Section 706.           Waiver
of Jury Trial.  EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, AS AGAINST THE OTHER PARTIES HERETO, ANY
RIGHTS IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY CIVIL ACTION OR PROCEEDING
(WHETHER ARISING IN CONTRACT OR TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM,
DOCUMENT, INCLUDING IN RESPECT OF THE NEGOTIATION, ADMINISTRATION OR
ENFORCEMENT HEREOF OR THEREOF.


 


Section 707.           No
Petition.  The Indenture Trustee, on
its own behalf, hereby covenants and agrees, and each Noteholder by its
acquisition of a Series 2005-2 Note shall be deemed to covenant and agree, that
it will not institute against the Issuer any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any Insolvency Law or any other federal or state bankruptcy or similar law, at
any time other than on a date which is at least one year and one day after the
last date on which any Series 2005-2 Note is Outstanding.  The provisions of this Section 707 shall
survive the repayment of the Notes and any termination of this Supplement.


 


Section 708.           Third
Party Beneficiary.  The Series
Enhancer is a third party beneficiary of this Supplement and shall be entitled
to rely on all representations, warranties, covenants and agreements contained
herein, and in the Indenture to the extent related hereto, as if made directly
to it and as if it were a party hereto and shall have full power and authority
to enforce the obligations of the parties hereunder.


 


[Signature page follows.]


 


27

















 


IN WITNESS WHEREOF, the Issuer
and the Indenture Trustee have caused this Supplement to be duly executed and
delivered by their respective officers all as of the day and year first above
written.


 


	
   

  	
  UCO COMPRESSION 2005 LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Michael Anderson

  	
   

  
	
   

  	
   

  	
  Name:J. Michael Anderson

  
	
   

  	
   

  	
  Title:  Senior Vice President
  and Chief

  
	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK,

  
	
   

  	
  NATIONAL ASSOCIATION,not in its

  individual capacity, but solely as Indenture

  Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marianna C. Stershic

  	
   

  
	
   

  	
   

  	
  Name: Marianna C. Stershic

  
	
   

  	
   

  	
  Title:   Vice President

  
					



 

















EXHIBIT A


 


FORM OF SERIES 2005-2 NOTE


 


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION.  THIS NOTE MAY NOT BE OFFERED FOR SALE,
TRANSFER OR ASSIGNMENT UNLESS (1) SO REGISTERED OR THE TRANSACTION
RELATING THERETO SHALL BE EXEMPT WITHIN THE MEANING OF SUCH ACT AND THE RULES
AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION ADOPTED
THEREUNDER AND (2) SUCH TRANSACTION COMPLIES WITH THE PROVISIONS SET
FORTH IN SECTION 205 OF THE INDENTURE. 
BECAUSE OF THE PROVISIONS FOR THE PAYMENT OF PRINCIPAL CONTAINED HEREIN,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN
ON THE FACE HEREOF.  ANYONE PURCHASING
THIS NOTE MAY ASCERTAIN THE OUTSTANDING PRINCIPAL AMOUNT HEREOF BY INQUIRY TO
THE DEAL AGENT.


 


EACH PURCHASER OF A SERIES
2005-2 NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT TO THE INITIAL PURCHASER,
THE ISSUER, THE INDENTURE TRUSTEE AND THE MANAGER THAT EITHER (1) IT IS NOT
ACQUIRING THE SERIES 2005-2 NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN”
AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, OR A “PLAN” WITHIN THE MEANING OF SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986; OR (2) THE ACQUISITION AND HOLDING OF THE SERIES
2005-2 NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER
SECTION 406(a) OF ERISA OR SECTION 4975 OF THE CODE.


 


UCO COMPRESSION 2005 LLC

SERIES 2005-2 SECURED NOTE


 


	
  $25,000,000

  	
   

  	
  No. 1

  
	
   

  	
   

  	
  [October           ],
  2005

  



 


KNOW ALL PERSONS BY THESE
PRESENTS that UCO COMPRESSION 2005 LLC, a Delaware limited liability company
(the “Issuer”), for value received, hereby promises to pay to Wachovia Capital
Markets, LLC, as agent for Variable Funding Capital Corporation and the related
purchasers, or their registered assigns, at the principal corporate trust
office of the Indenture Trustee named below, (i) the principal sum of
Twenty-Five Million Dollars ($25,000,000) or, if less, the Series 2005-2 Note
Principal Balance of this Series 2005-2 Note, which amount shall be payable on
the dates and in the amounts set forth in the Indenture, dated as of October
28, 2005 (as amended, restated or otherwise modified from time to time, the
“Indenture”) and the Series 2005-2 Supplement, dated as of October 28,
2005 (as amended, restated or otherwise modified from time to time, the
“Series 2005-2 Supplement”), each between the Issuer and Wells Fargo Bank,
National Association as indenture trustee (the “Indenture Trustee”), (ii) interest
on the outstanding principal amount of this Series 2005-2 Note on the dates and
in the amounts set forth in the Indenture and the Series 2005-2 Supplement
and


 


1

















 


(iii) the
other amounts required to be paid pursuant to the Indenture and the Series
2005-2 Supplement.  A record of each
Series 2005-2 Advance, Prepayment and repayment shall be made by the Deal Agent
and absent manifest error such record shall be conclusive.  Capitalized terms not otherwise defined
herein will have the meaning set forth in Appendix A to the Indenture or the
Series 2005-2 Supplement.


 


Payment of the principal of and
interest on this Series 2005-2 Note shall be made in lawful money of the United
States of America which at the time of payment is legal tender for payment of
public and private debts.  The principal
balance of and interest on this Series 2005-2 Note is payable at the times and
in the amounts set forth in the Indenture and the Series 2005-2 Supplement by
wire transfer of immediately available funds to the account designated by the
Holder of record on the immediately preceding Record Date.


 


This Series 2005-2 Note is one
of the authorized notes identified in the title hereto and issued in the
aggregate principal amount of Twenty-Five Million Dollars ($25,000,000.00) (or,
if less, the Series 2005-2 Note Principal Balance of this Series 2005-2 Note)
pursuant to the Indenture and the Series 2005-2 Supplement.


 


The Series 2005-2 Notes shall
be an obligation of the Issuer and shall be secured by the Collateral, all as
defined in, and subject to the limitations set forth in, the Indenture and the
Series 2005-2 Supplement.


 


This Series 2005-2 Note is
transferable as provided in the Indenture and the Series 2005-2 Supplement,
subject to certain limitations therein contained, only upon the books for
registration and transfer kept by the Indenture Trustee, and only upon
surrender of this Series 2005-2 Note for transfer to the Indenture Trustee duly
endorsed by, or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Indenture Trustee duly executed by the
registered Holder hereof or his attorney duly authorized in writing.  The Indenture Trustee or the Issuer may
require payment by the Holder of a sum sufficient to cover any tax expense or
other governmental charge payable in connection with any transfer or exchange
of the Series 2005-2 Notes.


 


This Series 2005-2 Note may not
be resold, pledged or transferred to a Competitor of the Issuer, Universal
Compression, Inc. or any Universal Affiliate except in limited circumstances as
set forth in Section 205(i) of the Indenture.


 


The Issuer, the Indenture
Trustee and any other agent of the Issuer may treat the person in whose name
this Series 2005-2 Note is registered as the absolute owner hereof for all
purposes, and neither the Issuer, the Indenture Trustee, nor any other such
agent shall be affected by notice to the contrary.


 


This Series 2005-2 Note is
subject to prepayment at the times and subject to the conditions set forth in
the Indenture and the Series 2005-2 Supplement.


 


If an Event of Default shall
occur and be continuing, the principal of and accrued interest on this Series
2005-2 Note may be declared to be due and payable in the manner and with the
effect provided in the Indenture and the Series 2005-2 Supplement.


 


2

















 


The Indenture permits, with
certain exceptions as therein provided, the issuance of supplemental
indentures.  Supplements and amendments
to the Indenture and the Series 2005-2 Supplement may be made only to the
extent and in circumstances permitted by the Indenture and the
Series 2005-2 Supplement.


 


The Holder of this Series
2005-2 Note shall have no right to enforce the provisions of the Indenture and
the Series 2005-2 Supplement or to institute action to enforce the
covenants, or to take any action with respect to a default under the Indenture
and the Series 2005-2 Supplement, or to institute, appear in or defend any
suit or other proceedings with respect thereto, except as provided under
certain circumstances described in the Indenture and the Series 2005-2
Supplement; provided, however,
that nothing contained in the Indenture or the Series 2005-2 Supplement
shall affect or impair any right of enforcement conferred on the Holder hereof
to enforce any payment of the principal of and interest on this Series 2005-2
Note on or after the due date thereof; provided
further, however, that by acceptance hereof the Holder is deemed to
have covenanted and agreed that it will not institute against the Issuer any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any applicable bankruptcy or similar law, at any
time other than at such time as permitted by Section 1211 of the Indenture and
Section 707 of the Series 2005-2 Supplement.


 


Each Holder of a Series 2005-2
Note shall be deemed to represent and warrant to the Initial Purchaser, the
Issuer, the Indenture Trustee and the Manager that either (1) it is not
acquiring a Series 2005-2 Note with the assets of an “Employee Benefit Plan” as
defined in Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended, or a “Plan” within the meaning of Section 4975 of the Internal Revenue
Code of 1986; or (2) the acquisition and holding of a Series 2005-2 Note will
not give rise to a nonexempt prohibited transaction under Section 406(a) of
ERISA or Section 4975 of the Code.


 


Each purchaser
of a Series 2005-2 Note agrees that such Series 2005-2 Note may not be resold,
pledged or transferred to a Competitor of the Issuer, Universal Compression,
Inc. or any Universal Affiliate except in certain limited circumstances as set
forth in Section 205(i) of the Indenture.


 


This Series 2005-2 Note, and
the rights and obligations of the parties hereunder, shall be governed by, and
construed and interpreted in accordance with, the laws of the State of New York
without giving effect to its conflicts of law principles.


 


All terms and provisions of the
Indenture and the Series 2005-2 Supplement are herein incorporated by
reference as if set forth herein in their entirety.


 


IT IS HEREBY CERTIFIED, RECITED
AND DECLARED, that all acts, conditions and things required to exist, happen
and be performed precedent to the execution and delivery of the Indenture and
the Series 2005-2 Supplement and the issuance of this Series 2005-2 Note
and the issue of which it is a part, do exist, have happened and have been
timely performed in regular form and manner as required by law.


 


Unless the certificate of
authentication hereon has been executed by the Indenture Trustee by manual
signature of one of its authorized officers, this Series 2005-2 Note shall not
be


 


3

















 


entitled to
any benefit under the Indenture and the Series 2005-2 Supplement, or be
valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, UCO
Compression 2005 LLC has caused this Series 2005-2 Note to be duly executed by
its duly authorized representative, on this 28th day of October,
2005.


 


	
   

  	
  UCO COMPRESSION 2005 LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: J. Michael Anderson

  
	
   

  	
   

  	
  Title: Senior Vice President and Chief

  Financial Officer

  



 


This Note is one of the Series
2005-2 Notes described in the within-mentioned Indenture and the
Series 2005-2 Supplement.


 


	
   

  	
  WELLS FARGO BANK,

  
	
   

  	
  NATIONAL ASSOCIATION, not in
  its individual

  capacity, but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


4

















EXHIBIT B


 


Schedule
of Percentage Minimum Targeted Principal Balances by Payment Date


 


	
  Period

  (Month)

  	
   

  	
  Minimum
  Targeted

  Principal Balance as %

  of Initial Balance

  
	
  1

  	
   

  	
  99.6%

  
	
  2

  	
   

  	
  99.2%

  
	
  3

  	
   

  	
  98.8%

  
	
  4

  	
   

  	
  98.3%

  
	
  5

  	
   

  	
  97.9%

  
	
  6

  	
   

  	
  97.5%

  
	
  7

  	
   

  	
  97.1%

  
	
  8

  	
   

  	
  96.7%

  
	
  9

  	
   

  	
  96.3%

  
	
  10

  	
   

  	
  95.8%

  
	
  11

  	
   

  	
  95.4%

  
	
  12

  	
   

  	
  95.0%

  
	
  13

  	
   

  	
  94.6%

  
	
  14

  	
   

  	
  94.2%

  
	
  15

  	
   

  	
  93.8%

  
	
  16

  	
   

  	
  93.3%

  
	
  17

  	
   

  	
  92.9%

  
	
  18

  	
   

  	
  92.5%

  
	
  19

  	
   

  	
  92.1%

  
	
  20

  	
   

  	
  91.7%

  
	
  21

  	
   

  	
  91.3%

  
	
  22

  	
   

  	
  90.8%

  
	
  23

  	
   

  	
  90.4%

  
	
  24

  	
   

  	
  90.0%

  
	
  25

  	
   

  	
  89.6%

  
	
  26

  	
   

  	
  89.2%

  
	
  27

  	
   

  	
  88.8%

  
	
  28

  	
   

  	
  88.3%

  
	
  29

  	
   

  	
  87.9%

  
	
  30

  	
   

  	
  87.5%

  
	
  31

  	
   

  	
  87.1%

  
	
  32

  	
   

  	
  86.7%

  
	
  33

  	
   

  	
  86.3%

  
	
  34

  	
   

  	
  85.8%

  
	
  35

  	
   

  	
  85.4%

  
	
  36

  	
   

  	
  85.0%

  
	
  37

  	
   

  	
  84.6%

  
	
  38

  	
   

  	
  84.2%

  
	
  39

  	
   

  	
  83.8%

  
	
  40

  	
   

  	
  83.3%

  
	
  41

  	
   

  	
  82.9%

  
	
  42

  	
   

  	
  82.5%

  
	
  43

  	
   

  	
  82.1%

  
	
  44

  	
   

  	
  81.7%

  
	
  45

  	
   

  	
  81.3%

  
	
  46

  	
   

  	
  80.8%

  
	
  47

  	
   

  	
  80.4%

  
	
  48

  	
   

  	
  80.0%

  
	
  49

  	
   

  	
  79.6%

  
	
  50

  	
   

  	
  79.2%

  
	
  51

  	
   

  	
  78.8%

  
	
  52

  	
   

  	
  78.3%

  
	
  53

  	
   

  	
  77.9%

  
	
  54

  	
   

  	
  77.5%

  
	
  55

  	
   

  	
  77.1%

  
	
  56

  	
   

  	
  76.7%

  
	
  57

  	
   

  	
  76.3%

  
	
  58

  	
   

  	
  75.8%

  
	
  59

  	
   

  	
  75.4%

  
	
  60

  	
   

  	
  75.0%

  
	
  61

  	
   

  	
  74.6%

  
	
  62

  	
   

  	
  74.2%

  
	
  63

  	
   

  	
  73.8%

  
	
  64

  	
   

  	
  73.3%

  
	
  65

  	
   

  	
  72.9%

  
	
  66

  	
   

  	
  72.5%

  
	
  67

  	
   

  	
  72.1%

  
	
  68

  	
   

  	
  71.7%

  
	
  69

  	
   

  	
  71.3%

  
	
  70

  	
   

  	
  70.8%

  
	
  71

  	
   

  	
  70.4%

  
	
  72

  	
   

  	
  70.0%

  
	
  73

  	
   

  	
  69.6%

  
	
  74

  	
   

  	
  69.2%

  
	
  75

  	
   

  	
  68.8%

  
	
  76

  	
   

  	
  68.3%

  
	
  77

  	
   

  	
  67.9%

  
	
  78

  	
   

  	
  67.5%

  
	
  79

  	
   

  	
  67.1%

  
	
  80

  	
   

  	
  66.7%

  
	
  81

  	
   

  	
  66.3%

  
	
  82

  	
   

  	
  65.8%

  
	
  83

  	
   

  	
  65.4%

  
	
  84

  	
   

  	
  65.0%

  



 


B-1

















	
  Period

  (Month)

  	
   

  	
  Minimum
  Targeted

  Principal Balance as %

  of Initial Balance

  
	
  85

  	
   

  	
  64.6%

  
	
  86

  	
   

  	
  64.2%

  
	
  87

  	
   

  	
  63.8%

  
	
  88

  	
   

  	
  63.3%

  
	
  89

  	
   

  	
  62.9%

  
	
  90

  	
   

  	
  62.5%

  
	
  91

  	
   

  	
  62.1%

  
	
  92

  	
   

  	
  61.7%

  
	
  93

  	
   

  	
  61.3%

  
	
  94

  	
   

  	
  60.8%

  
	
  95

  	
   

  	
  60.4%

  
	
  96

  	
   

  	
  60.0%

  
	
  97

  	
   

  	
  59.6%

  
	
  98

  	
   

  	
  59.2%

  
	
  99

  	
   

  	
  58.8%

  
	
  100

  	
   

  	
  58.3%

  
	
  101

  	
   

  	
  57.9%

  
	
  102

  	
   

  	
  57.5%

  
	
  103

  	
   

  	
  57.1%

  
	
  104

  	
   

  	
  56.7%

  
	
  105

  	
   

  	
  56.3%

  
	
  106

  	
   

  	
  55.8%

  
	
  107

  	
   

  	
  55.4%

  
	
  108

  	
   

  	
  55.0%

  
	
  109

  	
   

  	
  54.6%

  
	
  110

  	
   

  	
  54.2%

  
	
  111

  	
   

  	
  53.8%

  
	
  112

  	
   

  	
  53.3%

  
	
  113

  	
   

  	
  52.9%

  
	
  114

  	
   

  	
  52.5%

  
	
  115

  	
   

  	
  52.1%

  
	
  116

  	
   

  	
  51.7%

  
	
  117

  	
   

  	
  51.3%

  
	
  118

  	
   

  	
  50.8%

  
	
  119

  	
   

  	
  50.4%

  
	
  120

  	
   

  	
  50.0%

  
	
  121

  	
   

  	
  49.6%

  
	
  122

  	
   

  	
  49.2%

  
	
  123

  	
   

  	
  48.8%

  
	
  124

  	
   

  	
  48.3%

  
	
  125

  	
   

  	
  47.9%

  
	
  126

  	
   

  	
  47.5%

  
	
  127

  	
   

  	
  47.1%

  
	
  128

  	
   

  	
  46.7%

  
	
  129

  	
   

  	
  46.3%

  
	
  130

  	
   

  	
  45.8%

  
	
  131

  	
   

  	
  45.4%

  
	
  132

  	
   

  	
  45.0%

  
	
  133

  	
   

  	
  44.6%

  
	
  134

  	
   

  	
  44.2%

  
	
  135

  	
   

  	
  43.8%

  
	
  136

  	
   

  	
  43.3%

  
	
  137

  	
   

  	
  42.9%

  
	
  138

  	
   

  	
  42.5%

  
	
  139

  	
   

  	
  42.1%

  
	
  140

  	
   

  	
  41.7%

  
	
  141

  	
   

  	
  41.3%

  
	
  142

  	
   

  	
  40.8%

  
	
  143

  	
   

  	
  40.4%

  
	
  144

  	
   

  	
  40.0%

  
	
  145

  	
   

  	
  39.6%

  
	
  146

  	
   

  	
  39.2%

  
	
  147

  	
   

  	
  38.8%

  
	
  148

  	
   

  	
  38.3%

  
	
  149

  	
   

  	
  37.9%

  
	
  150

  	
   

  	
  37.5%

  
	
  151

  	
   

  	
  37.1%

  
	
  152

  	
   

  	
  36.7%

  
	
  153

  	
   

  	
  36.3%

  
	
  154

  	
   

  	
  35.8%

  
	
  155

  	
   

  	
  35.4%

  
	
  156

  	
   

  	
  35.0%

  
	
  157

  	
   

  	
  34.6%

  
	
  158

  	
   

  	
  34.2%

  
	
  159

  	
   

  	
  33.8%

  
	
  160

  	
   

  	
  33.3%

  
	
  161

  	
   

  	
  32.9%

  
	
  162

  	
   

  	
  32.5%

  
	
  163

  	
   

  	
  32.1%

  
	
  164

  	
   

  	
  31.7%

  
	
  165

  	
   

  	
  31.3%

  
	
  166

  	
   

  	
  30.8%

  
	
  167

  	
   

  	
  30.4%

  
	
  168

  	
   

  	
  30.0%

  
	
  169

  	
   

  	
  29.6%

  
	
  170

  	
   

  	
  29.2%

  
	
  171

  	
   

  	
  28.8%

  
	
  172

  	
   

  	
  28.3%

  
	
  173

  	
   

  	
  27.9%

  
	
  174

  	
   

  	
  27.5%

  
	
  175

  	
   

  	
  27.1%

  
	
  176

  	
   

  	
  26.7%

  
	
  177

  	
   

  	
  26.3%

  
	
  178

  	
   

  	
  25.8%

  



 


B-2

















 


	
  Period

  (Month)

  	
   

  	
  Minimum
  Targeted

  Principal Balance as %

  of Initial Balance

  
	
  179

  	
   

  	
  25.4%

  
	
  180

  	
   

  	
  25.0%

  
	
  181

  	
   

  	
  24.6%

  
	
  182

  	
   

  	
  24.2%

  
	
  183

  	
   

  	
  23.8%

  
	
  184

  	
   

  	
  23.3%

  
	
  185

  	
   

  	
  22.9%

  
	
  186

  	
   

  	
  22.5%

  
	
  187

  	
   

  	
  22.1%

  
	
  188

  	
   

  	
  21.7%

  
	
  189

  	
   

  	
  21.3%

  
	
  190

  	
   

  	
  20.8%

  
	
  191

  	
   

  	
  20.4%

  
	
  192

  	
   

  	
  20.0%

  
	
  193

  	
   

  	
  19.6%

  
	
  194

  	
   

  	
  19.2%

  
	
  195

  	
   

  	
  18.8%

  
	
  196

  	
   

  	
  18.3%

  
	
  197

  	
   

  	
  17.9%

  
	
  198

  	
   

  	
  17.5%

  
	
  199

  	
   

  	
  17.1%

  
	
  200

  	
   

  	
  16.7%

  
	
  201

  	
   

  	
  16.3%

  
	
  202

  	
   

  	
  15.8%

  
	
  203

  	
   

  	
  15.4%

  
	
  204

  	
   

  	
  15.0%

  
	
  205

  	
   

  	
  14.6%

  
	
  206

  	
   

  	
  14.2%

  
	
  207

  	
   

  	
  13.8%

  
	
  208

  	
   

  	
  13.3%

  
	
  209

  	
   

  	
  12.9%

  
	
  210

  	
   

  	
  12.5%

  
	
  211

  	
   

  	
  12.1%

  
	
  212

  	
   

  	
  11.7%

  
	
  213

  	
   

  	
  11.3%

  
	
  214

  	
   

  	
  10.8%

  
	
  215

  	
   

  	
  10.4%

  
	
  216

  	
   

  	
  10.0%

  
	
  217

  	
   

  	
  9.6%

  
	
  218

  	
   

  	
  9.2%

  
	
  219

  	
   

  	
  8.8%

  
	
  220

  	
   

  	
  8.3%

  
	
  221

  	
   

  	
  7.9%

  
	
  222

  	
   

  	
  7.5%

  
	
  223

  	
   

  	
  7.1%

  
	
  224

  	
   

  	
  6.7%

  
	
  225

  	
   

  	
  6.3%

  
	
  226

  	
   

  	
  5.8%

  
	
  227

  	
   

  	
  5.4%

  
	
  228

  	
   

  	
  5.0%

  
	
  229

  	
   

  	
  4.6%

  
	
  230

  	
   

  	
  4.2%

  
	
  231

  	
   

  	
  3.8%

  
	
  232

  	
   

  	
  3.3%

  
	
  233

  	
   

  	
  2.9%

  
	
  234

  	
   

  	
  2.5%

  
	
  235

  	
   

  	
  2.1%

  
	
  236

  	
   

  	
  1.7%

  
	
  237

  	
   

  	
  1.3%

  
	
  238

  	
   

  	
  0.8%

  
	
  239

  	
   

  	
  0.4%

  
	
  240

  	
   

  	
  0.0%

  



 


B-3

















EXHIBIT C


 


Schedule
of Percentage Scheduled Targeted Principal Balance by Payment Date


 


	
  Period

  (Month)

  	
   

  	
  Scheduled
  Targeted

  Principal Balance as% of

  Initial Balance

  
	
  1

  	
   

  	
  99.2%

  
	
  2

  	
   

  	
  98.3%

  
	
  3

  	
   

  	
  97.5%

  
	
  4

  	
   

  	
  96.7%

  
	
  5

  	
   

  	
  95.8%

  
	
  6

  	
   

  	
  95.0%

  
	
  7

  	
   

  	
  94.2%

  
	
  8

  	
   

  	
  93.3%

  
	
  9

  	
   

  	
  92.5%

  
	
  10

  	
   

  	
  91.7%

  
	
  11

  	
   

  	
  90.8%

  
	
  12

  	
   

  	
  90.0%

  
	
  13

  	
   

  	
  89.2%

  
	
  14

  	
   

  	
  88.3%

  
	
  15

  	
   

  	
  87.5%

  
	
  16

  	
   

  	
  86.7%

  
	
  17

  	
   

  	
  85.8%

  
	
  18

  	
   

  	
  85.0%

  
	
  19

  	
   

  	
  84.2%

  
	
  20

  	
   

  	
  83.3%

  
	
  21

  	
   

  	
  82.5%

  
	
  22

  	
   

  	
  81.7%

  
	
  23

  	
   

  	
  80.8%

  
	
  24

  	
   

  	
  80.0%

  
	
  25

  	
   

  	
  79.2%

  
	
  26

  	
   

  	
  78.3%

  
	
  27

  	
   

  	
  77.5%

  
	
  28

  	
   

  	
  76.7%

  
	
  29

  	
   

  	
  75.8%

  
	
  30

  	
   

  	
  75.0%

  
	
  31

  	
   

  	
  74.2%

  
	
  32

  	
   

  	
  73.3%

  
	
  33

  	
   

  	
  72.5%

  
	
  34

  	
   

  	
  71.7%

  
	
  35

  	
   

  	
  70.8%

  
	
  36

  	
   

  	
  70.0%

  
	
  37

  	
   

  	
  69.2%

  
	
  38

  	
   

  	
  68.3%

  
	
  39

  	
   

  	
  67.5%

  
	
  40

  	
   

  	
  66.7%

  
	
  41

  	
   

  	
  65.8%

  
	
  42

  	
   

  	
  65.0%

  
	
  43

  	
   

  	
  64.2%

  
	
  44

  	
   

  	
  63.3%

  
	
  45

  	
   

  	
  62.5%

  
	
  46

  	
   

  	
  61.7%

  
	
  47

  	
   

  	
  60.8%

  
	
  48

  	
   

  	
  60.0%

  
	
  49

  	
   

  	
  59.2%

  
	
  50

  	
   

  	
  58.3%

  
	
  51

  	
   

  	
  57.5%

  
	
  52

  	
   

  	
  56.7%

  
	
  53

  	
   

  	
  55.8%

  
	
  54

  	
   

  	
  55.0%

  
	
  55

  	
   

  	
  54.2%

  
	
  56

  	
   

  	
  53.3%

  
	
  57

  	
   

  	
  52.5%

  
	
  58

  	
   

  	
  51.7%

  
	
  59

  	
   

  	
  50.8%

  
	
  60

  	
   

  	
  50.0%

  
	
  61

  	
   

  	
  49.2%

  
	
  62

  	
   

  	
  48.3%

  
	
  63

  	
   

  	
  47.5%

  
	
  64

  	
   

  	
  46.7%

  
	
  65

  	
   

  	
  45.8%

  
	
  66

  	
   

  	
  45.0%

  
	
  67

  	
   

  	
  44.2%

  
	
  68

  	
   

  	
  43.3%

  
	
  69

  	
   

  	
  42.5%

  
	
  70

  	
   

  	
  41.7%

  
	
  71

  	
   

  	
  40.8%

  
	
  72

  	
   

  	
  40.0%

  
	
  73

  	
   

  	
  39.2%

  
	
  74

  	
   

  	
  38.3%

  
	
  75

  	
   

  	
  37.5%

  
	
  76

  	
   

  	
  36.7%

  
	
  77

  	
   

  	
  35.8%

  
	
  78

  	
   

  	
  35.0%

  
	
  79

  	
   

  	
  34.2%

  
	
  80

  	
   

  	
  33.3%

  
	
  81

  	
   

  	
  32.5%

  
	
  82

  	
   

  	
  31.7%

  



 


C-1

















 


	
  Period

  (Month)

  	
   

  	
  Scheduled
  Targeted

  Principal Balance as% of

  Initial Balance

  
	
  83

  	
   

  	
  30.8%

  
	
  84

  	
   

  	
  30.0%

  
	
  85

  	
   

  	
  29.2%

  
	
  86

  	
   

  	
  28.3%

  
	
  87

  	
   

  	
  27.5%

  
	
  88

  	
   

  	
  26.7%

  
	
  89

  	
   

  	
  25.8%

  
	
  90

  	
   

  	
  25.0%

  
	
  91

  	
   

  	
  24.2%

  
	
  92

  	
   

  	
  23.3%

  
	
  93

  	
   

  	
  22.5%

  
	
  94

  	
   

  	
  21.7%

  
	
  95

  	
   

  	
  20.8%

  
	
  96

  	
   

  	
  20.0%

  
	
  97

  	
   

  	
  19.2%

  
	
  98

  	
   

  	
  18.3%

  
	
  99

  	
   

  	
  17.5%

  
	
  100

  	
   

  	
  16.7%

  
	
  101

  	
   

  	
  15.8%

  
	
  102

  	
   

  	
  15.0%

  
	
  103

  	
   

  	
  14.2%

  
	
  104

  	
   

  	
  13.3%

  
	
  105

  	
   

  	
  12.5%

  
	
  106

  	
   

  	
  11.7%

  
	
  107

  	
   

  	
  10.8%

  
	
  108

  	
   

  	
  10.0%

  
	
  109

  	
   

  	
  9.2%

  
	
  110

  	
   

  	
  8.3%

  
	
  111

  	
   

  	
  7.5%

  
	
  112

  	
   

  	
  6.7%

  
	
  113

  	
   

  	
  5.8%

  
	
  114

  	
   

  	
  5.0%

  
	
  115

  	
   

  	
  4.2%

  
	
  116

  	
   

  	
  3.3%

  
	
  117

  	
   

  	
  2.5%

  
	
  118

  	
   

  	
  1.7%

  
	
  119

  	
   

  	
  0.8%

  
	
  120

  	
   

  	
  0.0%

  
	
  121

  	
   

  	
  0.0%

  
	
  122

  	
   

  	
  0.0%

  
	
  123

  	
   

  	
  0.0%

  
	
  124

  	
   

  	
  0.0%

  
	
  125

  	
   

  	
  0.0%

  
	
  126

  	
   

  	
  0.0%

  
	
  127

  	
   

  	
  0.0%

  
	
  128

  	
   

  	
  0.0%

  
	
  129

  	
   

  	
  0.0%

  
	
  130

  	
   

  	
  0.0%

  
	
  131

  	
   

  	
  0.0%

  
	
  132

  	
   

  	
  0.0%

  
	
  133

  	
   

  	
  0.0%

  
	
  134

  	
   

  	
  0.0%

  
	
  135

  	
   

  	
  0.0%

  
	
  136

  	
   

  	
  0.0%

  
	
  137

  	
   

  	
  0.0%

  
	
  138

  	
   

  	
  0.0%

  
	
  139

  	
   

  	
  0.0%

  
	
  140

  	
   

  	
  0.0%

  
	
  141

  	
   

  	
  0.0%

  
	
  142

  	
   

  	
  0.0%

  
	
  143

  	
   

  	
  0.0%

  
	
  144

  	
   

  	
  0.0%

  
	
  145

  	
   

  	
  0.0%

  
	
  146

  	
   

  	
  0.0%

  
	
  147

  	
   

  	
  0.0%

  
	
  148

  	
   

  	
  0.0%

  
	
  149

  	
   

  	
  0.0%

  
	
  150

  	
   

  	
  0.0%

  
	
  151

  	
   

  	
  0.0%

  
	
  152

  	
   

  	
  0.0%

  
	
  153

  	
   

  	
  0.0%

  
	
  154

  	
   

  	
  0.0%

  
	
  155

  	
   

  	
  0.0%

  
	
  156

  	
   

  	
  0.0%

  
	
  157

  	
   

  	
  0.0%

  
	
  158

  	
   

  	
  0.0%

  
	
  159

  	
   

  	
  0.0%

  
	
  160

  	
   

  	
  0.0%

  
	
  161

  	
   

  	
  0.0%

  
	
  162

  	
   

  	
  0.0%

  
	
  163

  	
   

  	
  0.0%

  
	
  164

  	
   

  	
  0.0%

  
	
  165

  	
   

  	
  0.0%

  
	
  166

  	
   

  	
  0.0%

  
	
  167

  	
   

  	
  0.0%

  
	
  168

  	
   

  	
  0.0%

  
	
  169

  	
   

  	
  0.0%

  
	
  170

  	
   

  	
  0.0%

  
	
  171

  	
   

  	
  0.0%

  
	
  172

  	
   

  	
  0.0%

  
	
  173

  	
   

  	
  0.0%

  
	
  174

  	
   

  	
  0.0%

  
	
  175

  	
   

  	
  0.0%

  
	
  176

  	
   

  	
  0.0%

  



 


C-2

















 


	
  Period

  (Month)

  	
   

  	
  Scheduled
  Targeted

  Principal Balance as% of

  Initial Balance

  
	
  177

  	
   

  	
  0.0%

  
	
  178

  	
   

  	
  0.0%

  
	
  179

  	
   

  	
  0.0%

  
	
  180

  	
   

  	
  0.0%

  
	
  181

  	
   

  	
  0.0%

  
	
  182

  	
   

  	
  0.0%

  
	
  183

  	
   

  	
  0.0%

  
	
  184

  	
   

  	
  0.0%

  
	
  185

  	
   

  	
  0.0%

  
	
  186

  	
   

  	
  0.0%

  
	
  187

  	
   

  	
  0.0%

  
	
  188

  	
   

  	
  0.0%

  
	
  189

  	
   

  	
  0.0%

  
	
  190

  	
   

  	
  0.0%

  
	
  191

  	
   

  	
  0.0%

  
	
  192

  	
   

  	
  0.0%

  
	
  193

  	
   

  	
  0.0%

  
	
  194

  	
   

  	
  0.0%

  
	
  195

  	
   

  	
  0.0%

  
	
  196

  	
   

  	
  0.0%

  
	
  197

  	
   

  	
  0.0%

  
	
  198

  	
   

  	
  0.0%

  
	
  199

  	
   

  	
  0.0%

  
	
  200

  	
   

  	
  0.0%

  
	
  201

  	
   

  	
  0.0%

  
	
  202

  	
   

  	
  0.0%

  
	
  203

  	
   

  	
  0.0%

  
	
  204

  	
   

  	
  0.0%

  
	
  205

  	
   

  	
  0.0%

  
	
  206

  	
   

  	
  0.0%

  
	
  207

  	
   

  	
  0.0%

  
	
  208

  	
   

  	
  0.0%

  
	
  209

  	
   

  	
  0.0%

  
	
  210

  	
   

  	
  0.0%

  
	
  211

  	
   

  	
  0.0%

  
	
  212

  	
   

  	
  0.0%

  
	
  213

  	
   

  	
  0.0%

  
	
  214

  	
   

  	
  0.0%

  
	
  215

  	
   

  	
  0.0%

  
	
  216

  	
   

  	
  0.0%

  
	
  217

  	
   

  	
  0.0%

  
	
  218

  	
   

  	
  0.0%

  
	
  219

  	
   

  	
  0.0%

  
	
  220

  	
   

  	
  0.0%

  
	
  221

  	
   

  	
  0.0%

  
	
  222

  	
   

  	
  0.0%

  
	
  223

  	
   

  	
  0.0%

  
	
  224

  	
   

  	
  0.0%

  
	
  225

  	
   

  	
  0.0%

  
	
  226

  	
   

  	
  0.0%

  
	
  227

  	
   

  	
  0.0%

  
	
  228

  	
   

  	
  0.0%

  
	
  229

  	
   

  	
  0.0%

  
	
  230

  	
   

  	
  0.0%

  
	
  231

  	
   

  	
  0.0%

  
	
  232

  	
   

  	
  0.0%

  
	
  233

  	
   

  	
  0.0%

  
	
  234

  	
   

  	
  0.0%

  
	
  235

  	
   

  	
  0.0%

  
	
  236

  	
   

  	
  0.0%

  
	
  237

  	
   

  	
  0.0%

  
	
  238

  	
   

  	
  0.0%

  
	
  239

  	
   

  	
  0.0%

  
	
  240

  	
   

  	
  0.0%

  



 


C-3