Exhibit 10.2


 


CONFORMED COPY


 




 


 





UCO
COMPRESSION 2005 LLC

Issuer


 


and


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION


 


Indenture Trustee


 






 


SERIES
2005-1 SUPPLEMENT


 


Dated as of October 28, 2005


 


to


 


INDENTURE


 


Dated as of October 28, 2005


 






 


SERIES
2005-1 NOTES




 


 





 

















 


TABLE OF
CONTENTS


 


	
  ARTICLE I

  	
   

  
	
  DEFINITIONS;
  CALCULATION GUIDELINES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 101.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
  CREATION OF THE
  SERIES 2005-1 NOTES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 201.

  	
  Designation.

  	
  6

  
	
  Section 202.

  	
  Authentication
  and Delivery.

  	
  7

  
	
  Section 203.

  	
  Interest
  Payments on the Series 2005-1 Notes.

  	
  7

  
	
  Section 204.

  	
  Principal
  Payments on the Series 2005-1 Notes

  	
  8

  
	
  Section 205.

  	
  Prepayment
  of Principal on the Series 2005-1 Notes.

  	
  9

  
	
  Section 206.

  	
  Payments
  of Principal and Interest

  	
  9

  
	
  Section 207.

  	
  Restrictions
  on Transfer.

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
  SERIES 2005-1
  SERIES ACCOUNT AND ALLOCATION AND APPLICATION OF AMOUNTS THEREIN

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 301.

  	
  Series 2005-1
  Series Account

  	
  16

  
	
  Section 302.

  	
  Distributions
  from Series 2005-1 Series Account

  	
  16

  
	
  Section 303.

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

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
  ADDITIONAL
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 401.

  	
  Use of
  Proceeds

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
  CONDITIONS OF
  EFFECTIVENESS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 501.

  	
  Conditions
  of Effectiveness

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
  THE POLICY

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 601.

  	
  The
  Policy.

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
  MISCELLANEOUS
  PROVISIONS

  	
   

  
	
   

  	
   

  
	
  Section 701.

  	
  Ratification
  of Indenture

  	
  24

  
	
  Section 702.

  	
  Counterparts

  	
  24

  
	
  Section 703.

  	
  Governing
  Law

  	
  24

  
	
  Section 704.

  	
  Amendments
  and Modifications

  	
  24

  



 


i

















 


	
  Section 705.

  	
  Consent
  to Jurisdiction

  	
  24

  
	
  Section 706.

  	
  Waiver
  of Jury Trial

  	
  25

  
	
  Section 707.

  	
  No
  Petition

  	
  25

  
	
  Section 708.

  	
  Third
  Party Beneficiary

  	
  25

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A-1

  	
  Form of
  144A Book Entry Note

  	
   

  
	
  EXHIBIT A-2

  	
  Form of
  Temporary Regulation S Book Entry Note

  	
   

  
	
  EXHIBIT A-3

  	
  Form of
  Unrestricted Regulation S Book Entry Note

  	
   

  
	
  EXHIBIT A-4

  	
  Form of
  Note Issued to Institutional Accredited Investors

  	
   

  
	
  EXHIBIT B

  	
  Form of
  Certificate to be Given by Noteholder

  	
   

  
	
  EXHIBIT C

  	
  Form of
  Certificate to be Given by Euroclear or Clearstream

  	
   

  
	
  EXHIBIT D

  	
  Form of
  Certificate to be Given by Transferee of Beneficial Trust Interest In a
  Regulation S Temporary Book Entry Note

  	
   

  
	
  EXHIBIT E

  	
  Form of
  Transfer Certificate for Exchange or Transfer From 144A Book Entry Note to
  Regulations S Book Entry Note

  	
   

  
	
  EXHIBIT F

  	
  Form of
  Initial Purchaser Exchange Instructions

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1

  	
  Series 2005-1
  Minimum Targeted Principal Balance and Series 2005-1 Scheduled Targeted
  Principal Balance by Payment Date

  	
   

  



 


ii

















 


 


SERIES 2005-1
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 2005-1 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.  For
any Interest Accrual Period with respect to the Series 2005-1 Notes, the
rate per annum, determined by the Indenture Trustee and notified in writing by
the Indenture Trustee to the Manager, which is the arithmetic mean (rounded to
the nearest 1/100 of 1%) of the offered rates for dollar deposits having a
maturity of one month commencing on the first day of such Interest Accrual
Period that appears on the Telerate British Bankers Assoc. Interest Settlement
Rates Page (defined below) at approximately 11:00 a.m., London time
on the second full Business Day prior to such date; provided, however,
that if there shall at any time no longer exist a Telerate British Bankers
Assoc. Interest Settlement Rates Page, “Adjusted
Eurodollar Rate” shall mean the rate per annum equal to the average
rate at which the principal London offices of Wachovia Bank, National Association,
and Bank of America, N.A. are offered dollar deposits at or about 10:00 a.m.,  New York City time, two Business Days prior
to the first Business Day of such Interest Accrual Period in the London
eurodollar interbank market for delivery on the first day of such Interest
Accrual Period for one month and in a principal amount equal to an amount of
not less than $1,000,000.  As used
herein, “Telerate British Bankers Assoc.
Interest Settlement Rates Page” means the display designated


 

















 


as Page 3750 on the Telerate System
Incorporated Service (or such other page as may replace such page on
such service for the purpose of displaying the rates at which dollar deposits
are offered by leading banks in the London interbank deposit market), as
reported by Bloomberg Financial Markets Commodities News (or by another source
selected by the Indenture Trustee, at the direction of the Control Party for Series 2005-1,
and notified by the Indenture Trustee to the Manager).


 


Aggregate Series 2005-1 Note Principal
Balance. As of any date of determination, an amount
equal to the sum of the Series 2005-1 Note Principal Balances of all Series 2005-1
Notes then Outstanding, which as of the Closing Date shall be Two Hundred
Million Dollars ($200,000,000.00).


 


Applicable Debt Margin.  With respect to the Series 2005-1 Notes,
33/100ths of one percent (0.33%) per annum.


 


Base Rate. As of any date of determination, 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.


 


Control Party.  With
respect to Series 2005-1 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 2005-1
Noteholder, the Majority of Holders of the Series 2005-1 Notes or (y) in
any other case, the Series Enhancer.


 


Default Fee.  For
any Payment Date with respect to the Series 2005-1 Note, the amount of
incremental fees payable on the Series 2005-1 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 2005-1 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 2005-1 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 2005-1, each
agreement described in Section 201(f) hereof.


 


Existing Commitment.  This term shall mean the Series 2005-1
Note Principal Balance.


 


Expected Final Payment Date.  With
respect to the Series 2005-1 Notes, the Payment Date occurring on October 21,
2019.


 


Federal Funds Rate.  With
respect to the Series 2005-1 Notes, as of any date of
determination, a fluctuating interest rate per annum equal to the weighted
average of the federal


 


2

















 


funds rates and confirmed in Federal Reserve
Board Statistical Release H.15 (519) or any successor or substitute publication
selected by the Indenture Trustee (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 Indenture
Trustee, 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).


 


Initial Commitment.  With
respect to the Series 2005-1 Notes, the initial commitment is Two Hundred
Million Dollars ($200,000,000).


 


Initial Purchaser.  With
respect to the Series 2005-1 Notes, Wachovia Capital Markets, LLC, a
limited liability company organized and existing under the laws of the State of
Delaware.


 


Institutional Accredited Investor.  This term shall have the meaning set forth in Section 207(a).


 


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


 


Interest Accrual Period. 
Each period beginning with, and including, a Payment Date and ending on
and including the day before the next succeeding Payment Date; except that the
initial Interest Accrual Period shall be the period beginning with and
including the Closing Date and ending on and including the day before the
initial Payment Date.


 


Interest Payments. 
With respect to the Series 2005-1 Notes on any Payment Date, the
sum of all Series 2005-1 Note Interest Payments due on all Series 2005-1
Notes on such Payment Date.


 


Legal Final Maturity Date.   With respect to the Series 2005-1 Notes,
the Payment Date occurring on October 20, 2025.


 


Minimum Targeted Principal Balance.  For
the Series 2005-1 Notes for any Payment Date, the amount set forth
opposite such Payment Date on Schedule 1 hereto under the column entitled “Minimum
Targeted Principal Balance”, as the amounts on Schedule 1 hereto may be
amended from time to time in accordance with the provisions of Sections 702(d) and
(e) of the Indenture.


 


Note.  This
term shall mean a Series 2005-1 Note.


 


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


 


One-Month LIBOR.  This term shall mean the Adjusted
Eurodollar Rate.


 


Overdue Rate.  For any date of determination with respect to
the Series 2005-1 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.


 


3

















 


Policy. 
With respect to the Series 2005-1 Notes, the financial guaranty
insurance policy number AB0934BE issued by the Series Enhancer.


 


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


 


Prime Rate.  With
respect to the Series 2005-1 Notes as of any date of determination, the
interest rate per annum announced by Wachovia Bank, National Association, from
time to time as its Aprime
rate@
or Abase
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.


 


Qualified Institutional Buyer.  This term shall have the meaning set forth in Section 207(a).


 


Rating Agencies. 
With respect to the Series 2005-1 Notes, each of Standard &
Poor’s and Moody’s.


 


Regulation S.  This
term shall have the meaning set forth in Section 207 hereof.


 


Regulation S Temporary Book-Entry Note.  A Series 2005-1
Note, substantially in the form of Exhibit A-2 hereto.


 


Scheduled Targeted Principal Balance.  For the Series 2005-1 Notes for any
Payment Date, the amount set forth opposite such Payment Date on Schedule 1
hereto under the column entitled “Scheduled Targeted Principal Balance”, as the
amounts on Schedule 1 hereto may be amended from time to time in
accordance with the provisions of Section 702(d) and (e) of the
Indenture.


 


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.  The
Series of Notes the terms of which are specified in this Supplement.


 


Series 2005-1 Note.  Any
or all, as the context may require, of the notes issued pursuant to the terms
of Section 201 of this Supplement, substantially in the forms of Exhibit A-1,
A-2, A-3 and A-4 to this Supplement, and any and all replacements or
substitutions of such note.


 


Series 2005-1 Note Interest Payment. 
For each Series 2005-1 Note on each Payment Date, the amount set
forth in Section 203(a) hereof.


 


Series 2005-1 Note Principal Balance.  With
respect to any Series 2005-1 Note as of any date of determination, an
amount equal to the excess of (i) the unpaid principal balance of such Series 2005-1
Note on the Closing Date, over (ii) the cumulative amount of all payments


 


4

















 


with respect to Minimum Principal Payment
Amounts, Scheduled Principal Payment Amounts, allocated portions of
Supplemental Principal Payments and any other principal payments actually paid
with respect to such Series 2005-1 Note subsequent to the Closing Date.


 


Series 2005-1 Note Purchase Agreement.  The
Note Purchase Agreement, dated as of October 21, 2005, among the Issuer,
the Manager and the Initial Purchaser, with respect to the Series 2005-1
Notes.


 


Series 2005-1 Note Reimbursement Amount. 
With respect to the Series 2005-1 Notes, the “Reimbursement Amount”
as defined in the Policy.


 


Series 2005-1 Noteholder.  At
any date of determination, any Person in whose name a Series 2005-1 Note
is registered in the Note Register.


 


Series 2005-1 Series Account.  The account of that name established in
accordance with Section 301 hereof.


 


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:  Any one of the notes, substantially in the
form of Exhibit A to the Series 2005-2 Note Purchase Agreement,
issued pursuant to the terms of the Series 2005-2 Supplement, dated as of October 28,
2005, between the Issuer and the Indenture Trustee.


 


Series Enhancer Default.  With
respect to the Series 2005-1 Notes, the occurrence and continuance
of any of the following events:


 


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


 


(b)                                 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


 


(c)                                  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 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 2005-1 Notes, October 28,
2005.


 


5

















 


Unrestricted Regulation S Book Entry Note.  A Series 2005-1 Note, substantially in
the form of Exhibit A-3.


 


U.S. Person.  This
term shall have the meaning set forth in Section 207 hereof.


 


(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 2005-1 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 2005-1.” The Series 2005-1 Notes will be
issued in the initial principal balance of Two Hundred Million Dollars
($200,000,000) 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 2005-1 Notes are designated as a Series of Term
Notes.  Accordingly, no Commitment Fee is
payable with respect to the Series 2005-1 Notes.


 


(b)           Any Series 2005-1
Notes sold to Institutional Accredited Investors shall be represented by one or
more Definitive Notes, substantially in the for of Exhibit A-4
hereto.  All other Series 2005-1
Notes shall be issued as a Book-Entry Global Note, substantially in the forms
of Exhibit A-1, A-2 or A-3, as applicable.


 


(c)           Payments of
principal on the Series 2005-1 Notes shall be payable from funds on
deposit in the Series 2005-1 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 2005-1
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

Telephone:  (212) 425-7025

Facsimile:  (212) 208-1393


 


6

















 


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 each constitute an Enhancement
Agreement with respect to Series 2005-1.


 


(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.


 


(h)           On the Closing Date,
Issuer shall sign the Series 2005-1 Notes, and shall direct the Indenture
Trustee in writing pursuant to Section 201 of the Indenture to duly
authenticate the Series 2005-1 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 2005-1 Note Purchase Agreement, the Series 2005-1
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 2005-1 Note Purchase Agreement, shall deliver such Series 2005-1
Notes to the Initial Purchaser in accordance with such written directions.


 


(i)            In accordance with Section 202
of the Indenture, the Series 2005-1 Notes sold in reliance on Rule 144A
shall be represented by one or more Rule 144A Global Notes, substantially
in the form of Exhibit A-1 hereto. 
Any Series 2005-1 Notes sold to Institutional Accredited Investors
shall be represented by one or more Definitive Notes, substantially in the form
of Exhibit A-4 hereto.  Any Series 2005-1
Notes sold in reliance on Regulation S shall be represented by one or more
Regulation S Book-Entry Notes, substantially in the form of Exhibits A-2 or A-3
hereto.


 


(j)            The Series 2005-1
Notes shall be executed by manual or facsimile signature by the Issuer and
shall be substantially in the forms of Exhibit A-1, A-2, A-3 and A-4
hereto, as applicable.


 


(k)           The Series 2005-1
Notes shall be issued in minimum denominations of $250,000 and in integral
multiples of $250,000 in excess thereof.


 


Section 203.           Interest Payments on the Series 2005-1
Notes.


 


(l)            Interest on Series 2005-1
Notes.  Interest on each Series 2005-1
Note shall (i) accrue during each Interest Accrual Period at a rate per annum equal to the sum of (x) the Adjusted Eurodollar Rate for such
Interest Accrual Period and (y) the Applicable Debt Margin, (ii) be
calculated on the basis of actual days elapsed during such Interest Accrual
Period over a year consisting of 360 days, (iii) be due and payable on
each Payment Date and (iv) be calculated


 


7

















 


based
on the Series 2005-1 Note Principal Balance of such Series 2005-1
Note on the immediately preceding Payment Date (calculated after giving effect
to all payments of principal made on such date) or, with respect to the initial
Interest Accrual Period, the Closing Date. 
The Indenture Trustee shall notify the Manager in writing of the
determination of the Adjusted
Eurodollar Rate and the amount of Interest Payments for each Interest
Accrual Period promptly following each such determination.  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.


 


(m)          Interest
on Overdue Amounts.  If the Issuer
shall default in the payment of (i) the Series 2005-1 Note Principal
Balance on the Legal Final Maturity Date, or (ii) the Series 2005-1
Note Interest Payment on any Series 2005-1 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 2005-1 Series Account at the times and
subject to the priorities set forth in Section 302 of this Supplement.


 


(n)           Maximum Interest
Rate.  In no event shall the interest
charged with respect to a Series 2005-1 Note exceed the maximum amount
permitted by Applicable Law.  If at any
time the interest rate charged with respect to a Series 2005-1 Note
exceeds the maximum rate permitted by Applicable Law, the rate of interest to
accrue pursuant to this Supplement and such Series 2005-1 Note shall be
limited to the maximum rate permitted by Applicable Law, but any subsequent
reductions in the Adjusted Eurodollar
Rate shall not reduce the interest to accrue on such Series 2005-1
Note below the maximum amount permitted by Applicable Law until the total
amount of interest accrued on such Series 2005-1 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 2005-1
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 2005-1 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 2005-1
Notes.  The principal balance of the Series 2005-1
Notes shall be payable on each Payment Date from amounts on deposit in the Series 2005-1
Series Account, or funds otherwise available for such purpose, in an
amount equal to the Minimum Principal Payment Amount for the Series 2005-1
Notes and the Scheduled Principal Payment Amount for the Series 2005-1
Notes for such Payment Date.  The
Aggregate Series 2005-1 Note Principal Balance, together with all unpaid
interest (including all Default Fees), fees, expenses and all other amounts
payable by the Issuer to the Series 2005-1 Noteholders 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


 


8

















 


Series 2005-1 Notes have been
accelerated in accordance with Section 802 of the Indenture and (y) the
Legal Final Maturity Date.


 


Section 205.           Prepayment of Principal on the Series 2005-1
Notes.


 


(o)           The Aggregate Series 2005-1
Note Principal Balance of the Series 2005-1 Notes shall be required to be
prepaid at the time and in the amounts set forth in Section 702(b) of
the Indenture.  In connection with any
Prepayment made in accordance with this Section 205(a), the Issuer shall
pay any termination, notional reduction, breakage or other fees or costs
assessed by any Interest Rate Hedge Provider.


 


(p)           On
any Payment Date, the Issuer will have the option to prepay, without premium,
on any Payment Date all, or a portion of, the Aggregate Series 2005-1 Note
Principal Balance of the Series 2005-1 Notes, in a minimum amount of Two
Hundred Fifty Thousand Dollars ($250,000). 
Any such Prepayment of all, or a portion of, the Aggregate Series 2005-1
Note Principal Balance shall also include accrued interest to the date of
Prepayment on the principal balance being prepaid.  The Issuer may not make such Prepayment from
funds in the Trust Account, the Series 2005-1 Series Account or the
Reserve Account, except to the extent that funds in any such account would
otherwise be payable to the Issuer in accordance with the terms of the
Indenture and this Supplement.  In the
event of any prepayment of the Notes in accordance with this Section 205(b) or
any other provision of the Indenture, the Issuer shall pay (i) any
prepayment fees payable in accordance with the terms of the Premium Letter and (ii) any
termination, notional reduction, breakage or other fees or costs assessed by
any Interest Rate Hedge Provider.


 


(q)           The Minimum
Principal Payment Amounts and Scheduled Principal Payment Amounts, for the Series 2005-1
Notes shall be adjusted at the times and subject to the conditions set forth in
Sections 702(d) and (e) of the Indenture.  In
connection with any Prepayment made in accordance with this Section 205(c),
the Issuer shall pay any termination, notional reduction, breakage or other
fees or costs assessed by any Interest Rate Hedge Provider. In addition,
Holders of the Series 2005-1 Notes are entitled to receive, 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.           Payments of Principal and Interest.  All payments of principal of and interest on
the Series 2005-1 Notes shall be paid to the Series 2005-1
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 the Series 2005-1
Noteholders 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.


 


Section 207.           Restrictions on Transfer.


 


(r)            On the Closing
Date, the Issuer shall sell the Series 2005-1 Notes to the Initial
Purchaser pursuant to the Series 2005-1 Note Purchase Agreement and
deliver such Series 2005-1 Notes in accordance herewith and therewith.
Thereafter, no Series 2005-1 Note may be sold, transferred or otherwise
disposed of except as follows:


 


9

















 


(i)            to Persons that the transferring
Person reasonably believes are Qualified Institutional Buyers in reliance on
the exemption from the registration requirements of the Securities Act provided
by Rule 144A (each, a “Qualified Institutional Buyer”);


 


(ii)           in offshore transactions in reliance
on Regulation S under the Securities Act (“Regulation S”);


 


(iii)          to accredited investors of the types
set forth in clauses (a) (1), (2), (3) and (7) of Rule 501
under the Securities Act (each, an “Institutional Accredited Investor”) that
take delivery of such Series 2005-1 Notes in an amount of at least
$250,000 and that deliver an Investment Letter substantially in the form of Exhibit B
to the Indenture to the Indenture Trustee;


 


(iv)          to a Person who is taking delivery of
such Series 2005-1 Notes pursuant to a transaction that is otherwise
exempt from the registration requirements of the Securities Act, as confirmed
in an Opinion of Counsel addressed to the Indenture Trustee and the Issuer
which counsel and opinion are satisfactory to the Indenture Trustee and the
Issuer; or


 


(v)           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.


 


The Indenture Trustee shall have no obligations or duties with respect
to determining whether any transfers of the Series 2005-1 Notes are made
in accordance with the Securities Act or any other law; provided that with respect to Definitive
Notes, the Indenture Trustee shall enforce such transfer restrictions in accordance
with the terms set forth in this Supplement.


 


(s)           Each purchaser
(other than the Initial Purchaser) of the Series 2005-1 Notes (including
any purchaser, other than the Initial Purchaser, of an interest in the Series 2005-1
Notes which are Book-Entry Notes) shall be deemed to have acknowledged and
agreed as follows:


 


(i)            It is (A) a Qualified
Institutional Buyer and is acquiring such Series 2005-1 Notes for its own
institutional account or for the account or accounts of a Qualified
Institutional Buyer or (B) purchasing such Series 2005-1 Notes in a
transaction exempt from registration under the Securities Act and in compliance
with the provisions of this Supplement and in compliance with the legend set
forth in clause (vi) below or (C) not a U.S. Person as defined in
Regulation S (a “U.S. Person”) and is acquiring such Series 2005-1 Notes
outside of the United States.


 


(ii)           It is purchasing one or more Series 2005-1
Notes in an amount of at least $250,000 and it understands that such Series 2005-1
Notes may be resold, pledged or otherwise transferred only in an amount of at
least $250,000.


 


10

















 


(iii)          It represents and warrants to the
Issuer, the Indenture Trustee, the Initial Purchaser, the Manager and any
successor Manager that either (i) it is not acquiring the Series 2005-1
Notes with the assets of a Plan; or (ii) the acquisition and holding of
the Series 2005-1 Notes will not give rise to a nonexempt prohibited
transaction under Section 406(a) of ERISA or Section 4975 of the
Code;


 


(iv)          It understands that the Series 2005-1
Notes are being transferred to it in a transaction not involving any public
offering within the meaning of the Securities Act, and that, if in the future
it decides to resell, pledge or otherwise transfer any Series 2005-1
Notes, such Series 2005-1 Notes may be resold, pledged or transferred only
in accordance with applicable state securities laws and (1) in a
transaction meeting the requirements of Rule 144A, to a Person that the seller
reasonably believes is a Qualified Institutional Buyer that purchases for its
own account (or for the account or accounts of a Qualified Institutional Buyer)
and to whom notice is given that the resale, pledge or transfer is being made
in reliance on Rule 144A, or (2) (A) to a Person that is an
Institutional Accredited Investor, is taking delivery of such Series 2005-1
Notes in an amount of at least $250,000, and delivers an Investment Letter to
the Indenture Trustee or (B) to a Person that is taking delivery of such Series 2005-1
Notes pursuant to a transaction that is otherwise exempt from the registration
requirements of the Securities Act, as confirmed in an opinion of counsel
addressed to the Indenture Trustee and the Issuer, which counsel and opinion
are satisfactory to the Indenture Trustee and the Issuer, or (3) in an
offshore transaction in accordance with Rule 903 or 904 of Regulation S.


 


(v)           It understands that each Series 2005-1
Note shall bear a legend substantially to the following effect:


 


11

















 


[For Book-Entry Notes Only:


 


UNLESS THIS SERIES 2005-1
NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRANSFEROR OF SUCH NOTE (THE “TRANSFEROR”)
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SERIES
2005-1 NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR THE USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS SERIES 2005-1 NOTE HAS
NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SERIES 2005-1 NOTE, AGREES THAT
SUCH SERIES 2005-1 NOTE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY IN
ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND (1) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”), TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT (OR FOR THE ACCOUNT OR
ACCOUNTS OF A QUALIFIED INSTITUTIONAL BUYER) AND TO WHOM NOTICE IS GIVEN THAT
THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR
(2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT OR (3) TO A PERSON (A) THAT IS
AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(l),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, IS TAKING
DELIVERY OF SUCH SERIES 2005-1 NOTE IN AN AMOUNT OF AT LEAST $250,000 AND
DELIVERS AN INVESTMENT LETTER TO THE INDENTURE TRUSTEE OR (B) THAT IS
TAKING DELIVERY OF SUCH SERIES 2005-1 NOTE PURSUANT TO A TRANSACTION THAT IS
OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AS
CONFIRMED IN AN OPINION OF COUNSEL ADDRESSED TO THE INDENTURE TRUSTEE AND THE
ISSUER, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE ISSUER AND THE
INDENTURE TRUSTEE.


 


12

















 


EACH PURCHASER OF A SERIES
2005-1 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 2005-1 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 2005-1 NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406(a) OF ERISA OR SECTION 4975 OF THE CODE.


 


THE HOLDER HEREOF, BY
PURCHASING THIS SERIES 2005-1 NOTE, AGREES THAT SUCH SERIES 2005-1 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 2005-1 NOTE IS
NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.]


 


(vi)          Each investor described in Section 207(a)(ii) understands
that the Series 2005-1 Notes have not and will not be registered under the
Securities Act, that any offers, sales or deliveries of the Series 2005-1
Notes purchased by it in the United States or to U.S. Persons prior to the date
that is 40 days after the later of (i) the commencement of the
distribution of the Series 2005-1 Notes and (ii) the Closing Date,
may constitute a violation of United States law, and that distributions of
principal and interest will be made in respect of such Notes only following the
delivery by the holder of a certification of non-U.S. beneficial ownership or
the exchange of beneficial interest in Regulation S Temporary Book-Entry Notes
for beneficial interests in the related Unrestricted Book-Entry Notes (which in
each case will itself require a certification of non-U. S. beneficial
ownership), at the times and in the manner set forth in this Supplement.


 


(vii)         Any Regulation S Temporary Book-Entry
Notes representing the Series 2005-1 Notes sold to each investor described
in Section 207(a)(ii) will bear a legend to the following effect,
unless the Issuer determines otherwise consistent with applicable law:


 


13

















 


[FOR
REGULATION S BOOK-ENTRY NOTES:


 


UNLESS THIS SERIES 2005-1
NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRANSFEROR OF SUCH NOTE (THE “TRANSFEROR”)
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SERIES
2005-1 NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR THE USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS SERIES 2005-1 NOTE HAS
NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SERIES 2005-1 NOTE, AGREES THAT
SUCH SERIES 2005-1 NOTE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY IN
ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND (1) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”), TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT (OR FOR THE ACCOUNT OR
ACCOUNTS OF A QUALIFIED INSTITUTIONAL BUYER) AND TO WHOM NOTICE IS GIVEN THAT
THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR
(2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT OR (3) TO A PERSON (A) THAT IS
AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(l),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, IS TAKING
DELIVERY OF SUCH SERIES 2005-1 NOTE IN AN AMOUNT OF AT LEAST $250,000 AND
DELIVERS AN INVESTMENT LETTER TO THE INDENTURE TRUSTEE OR (B) THAT IS
TAKING DELIVERY OF SUCH SERIES 2005-1 NOTE PURSUANT TO A TRANSACTION THAT IS
OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AS
CONFIRMED IN AN OPINION OF COUNSEL ADDRESSED TO THE INDENTURE TRUSTEE AND


 


14

















 


THE ISSUER, WHICH COUNSEL
AND OPINION ARE SATISFACTORY TO THE ISSUER AND THE INDENTURE TRUSTEE.


 


THE HOLDER HEREOF, BY
PURCHASING THIS SERIES 2005-1 NOTE, AGREES THAT SUCH SERIES 2005-1 NOTE MAY NOT
BE RESOLD, PLEDGED OR TRANSFERRED TO A COMPETITOR OF THE ISSUER, UNIVERSAL
COMPRESSION, INC. OR ANY UNIVERSAL AFFILIATE.


 


EACH PURCHASER OF A SERIES
2005-1 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 2005-1 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 2005-1 NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406(a) OF ERISA OR SECTION 4975 OF THE
CODE.


 


THIS SERIES 2005-1 NOTE IS
NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


1.                                      EACH INVESTOR
PURCHASING THE SERIES 2005-1 NOTES IN RELIANCE UPON REGULATION S OF THE
SECURITIES ACT UNDERSTANDS THAT THE SERIES 2005-1 NOTES HAVE NOT AND WILL NOT
BE REGISTERED UNDER THE SECURITIES ACT, THAT ANY OFFERS, SALES OR DELIVERIES OF
THE SERIES 2005-1 NOTES PURCHASED BY IT IN THE UNITED STATES OR TO U.S. PERSONS
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (I) THE COMMENCEMENT OF
THE DISTRIBUTION OF THE SERIES 2005-1 NOTES AND (II) THE CLOSING DATE, MAY CONSTITUTE
A VIOLATION OF UNITED STATES LAW, AND THAT DISTRIBUTIONS OF PRINCIPAL AND
INTEREST WILL BE MADE IN RESPECT OF SUCH SERIES 2005-1 NOTES ONLY FOLLOWING THE
DELIVERY BY THE HOLDER OF A CERTIFICATION OF 
NON-U.S. BENEFICIAL OWNERSHIP OR THE EXCHANGE OF BENEFICIAL INTEREST IN
REGULATION S TEMPORARY BOOK-ENTRY NOTES FOR BENEFICIAL INTERESTS IN THE RELATED
UNRESTRICTED BOOK ENTRY NOTES (WHICH IN EACH CASE WILL ITSELF REQUIRE A
CERTIFICATION OF NON-U.S. BENEFICIAL OWNERSHIP), AT THE TIMES AND IN THE MANNER
SET FORTH IN THE INDENTURE AND THE SUPPLEMENT.


 


2.                                      THE REGULATION S
TEMPORARY BOOK-ENTRY NOTES REPRESENTING THE SERIES 2005-1 NOTES SOLD TO EACH


 


15

















 


INVESTOR PURCHASING ITS DEFERRED NOTE IN
RELIANCE UPON REGULATION S OF THE SECURITIES ACT WILL BEAR A LEGEND TO THE
FOLLOWING EFFECT, UNLESS THE ISSUER DETERMINES OTHERWISE CONSISTENT WITH
APPLICABLE LAW:


 


THIS SERIES
2005-1 NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (I) THE COMPLETION OF
THE DISTRIBUTION OF THE SERIES 2005-1 NOTES AND (II) THE CLOSING DATE, MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]


 


(viii)        The Indenture Trustee shall not permit
the transfer of any Series 2005-1 Notes unless such transfer complies with
the terms of the foregoing legends and, in the case of a transfer (i) to
an Institutional Accredited Investor (other than a Qualified Institutional
Buyer), the transferee delivers a completed Investment Letter to the Indenture
Trustee, or (ii) to a person other than a Qualified Institutional Buyer or
an Institutional Accredited Investor, upon delivery of an opinion of counsel
satisfactory to the Indenture Trustee and the Issuer, to the effect that the
transferee is taking delivery of the Series 2005-1 Notes in a transaction
that is otherwise exempt from the registration requirements of the Securities
Act.


 


(t)            Exhibit(s) B
through F, as appropriate, shall be completed in connection with any transfer
of the Series 2005-1 Notes.


 


ARTICLE III



Series 2005-1 Series Account and Allocation and

Application of Amounts Therein


 


Section 301.           Series 2005-1 Series Account.  The Indenture Trustee shall establish on the
Closing Date and maintain, so long as any Series 2005-1 Note is Outstanding,
an Eligible Account at Wells Fargo Bank, National Association which shall be
designated as the Series 2005-1 Series Account, which account shall
be held in the name of the Indenture Trustee for the benefit of the Series 2005-1
Noteholders and the Series Enhancer pursuant to the Indenture and this
Supplement. All deposits of funds into the Series 2005-1 Series Account
by the Issuer or any other Person shall be accumulated in, and withdrawn from,
the Series 2005-1 Series Account in accordance with the provisions of
the Indenture and this Supplement.  Any
funds on deposit in the Series 2005-1 Series Account shall be
invested in the same manner as the funds deposited and held in the Trust
Account.


 


Section 302.           Distributions from Series 2005-1
Series Account.  On each Payment
Date and on each other date on which any payment is to be made with respect to
the Series 2005-1 Notes in accordance with Section 203, 204 or 205
hereof, the Indenture Trustee


 


16

















 


shall distribute funds then on deposit in the
Series 2005-1 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 2005-1 Notes (without duplication of amounts
distributed to the Series Enhancer pursuant to clause (7) of Section 302(d) of
the Indenture);


 


(2)           To each Holder of a Series 2005-1
Note on the immediately preceding Record Date, an amount equal to its pro rata
portion (based on the relative Series 2005-1 Note Principal Balances) of
the Interest Payments (exclusive of Default Fees) payable with respect to the Series 2005-1
Notes for such Payment Date and any prior Payment Date;


 


(3)           To
the Series Enhancer, any Series 2005-1 Note Reimbursement Amounts
then owing in respect of the Series 2005-1 Note Interest Payments (without
duplication of amounts distributed to the Series Enhancer pursuant to
clause (9) of Section 302(d) of the Indenture) for such Payment Date and any prior Payment Date;


 


(4)           To
each Holder of a Series 2005-1 Note on the immediately preceding Record
Date, an amount equal to its pro rata
portion (based on the relative Series 2005-1
Note Principal Balances) of the Minimum Principal Payment Amount then
due and payable with respect to the Series 2005-1
Notes on such Payment Date;


 


(5)           To the Series Enhancer,
any remaining Series 2005-1 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 each Holder of a Series 2005-1 Note on
the immediately preceding Record Date, an amount equal to its pro rata portion (based on the relative Series 2005-1
Note Principal Balances) of the Scheduled Principal Payment Amount then due and
payable with respect to the Series 2005-1 Notes on such Payment Date;


 


(7)           To each Holder of a Series 2005-1
Note on the immediately preceding Record Date, an amount equal to its pro rata
portion (based on the relative Series 2005-1 Note Principal Balances) of
that portion of the Supplemental Principal Payment Amount then due and payable
with respect to the Series 2005-1 Notes on such Payment Date, until the
Aggregate Series 2005-1 Note Principal Balance has been reduced to zero;


 


(8)           To each Holder of a Series 2005-1
Note on the immediately preceding Record Date, an amount equal to its 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 2005-1
Noteholders pursuant to the Related Documents; and


 


(9)           To the Issuer, any
remaining amounts then on deposit in the Series 2005-1 Series Account.


 


17

















 


(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):


 


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


 


(2)           To each
Holder of a Series 2005-1 Note on the immediately preceding Record Date, an amount equal to its pro rata portion (based on the relative Series 2005-1
Note Principal Balances) of the Interest Payments (exclusive of Default Fees)
payable with respect to the Series 2005-1 Notes for such Payment Date and
any prior Payment Date;


 


(3)           To the Series Enhancer,
any Series 2005-1 Note Reimbursement Amounts then owing in respect of the Series 2005-1
Note Interest Payments 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 each Holder of a Series 2005-1 Note
on the immediately preceding Record Date, an amount equal to its pro rata portion (based on the relative Series 2005-1
Note Principal Balances) of the Available Distribution Amount to be distributed
(after payment of amounts higher in priority) by the Indenture Trustee to the Series 2005-1
Series Account pursuant to clause (14)(A) of Section 302(e) of
the Indenture, until the Aggregate Series 2005-1 Note Principal Balance
has been reduced to zero;


 


(5)           To the Series Enhancer,
any remaining Series 2005-1 Note Reimbursement Amounts then owing to the Series Enhancer
(without duplication of amounts distributed of the Series Enhancer
pursuant to clause (14)(B) of Section 302(e) of the Indenture);


 


(6)           To each Holder of a Series 2005-1
Note on the immediately preceding Record Date, an amount equal to its 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 2005-1
Noteholders pursuant to the Related Documents; and


 


(7)           To the Issuer, any
remaining amounts then on deposit in the Series 2005-1 Series Account.


 


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
proceedings involving the Issuer in the event that such amounts are not paid in
accordance with Section 302 of this Supplement.


 


18














 


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 2005-1 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 2005-1 Noteholders:


 


Section 401.           Use of Proceeds.  The proceeds from the issuance of the Series 2005-1
Notes shall be used as follows: 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


 


Section 501.           Conditions of Effectiveness.  The effectiveness of this Supplement is
subject to the condition precedent that the Indenture Trustee and the Series Enhancer
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 2005-1 Noteholders and each (except for the Series 2005-1
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 2005-1
Noteholder:


 


(a)           Series 2005-1
Notes.  Separate Series 2005-1
Notes executed by the Issuer in favor of each Series 2005-1 Noteholder in
the aggregate stated principal amount of the Existing Commitment of such Series 2005-1
Noteholders.


 


(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 2005-1 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 2005-1
Noteholders, the Series Enhancer and the Indenture


 


19

















 


Trustee, shall
have been executed and delivered by Issuer, and all other parties thereto, together
with all UCC financing statements, the Control Agreement(s) and other documents
reasonably requested by Series 2005-1 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 2005-1 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 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.


 


(g)           Ratings.  S & P shall have rated the Series 2005-1
Notes “BBB” or higher and Moody’s shall have rated the Series 2005-1 Notes
“Baa3” or higher, in each case determined without regard to the Policy.


 


(h)           Appraisals.  The Issuer shall have delivered to 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 Debt
Limit on the Closing Date.


 


(i)            No Trigger Event or Prospective Trigger Event.  No Trigger Event or Prospective Trigger Event
shall have occurred and be continuing.


 


20

















 


(j)            Issuer Certification. 
Issuer shall have delivered to 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 Article V and in the Series 2005-1
Note Purchase Agreement have been satisfied and (ii) each of the
representations and warranties of the Issuer contained in each Related Document
is true and correct in all material respects as of the Series Issuance
Date for Series 2005-1.


 


(k)           Asset Base
Certificate.  Issuer shall
have delivered to 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 the Series 2005-1
Notes and other contributions to the Issuer, which demonstrates that, after
giving effect to the issuance of the Series 2005-1 Notes, no Asset Base
Deficiency exists.  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.


 


(l)            Interest Rate Swap Agreements.  On the Closing Date, the Issuer shall have in
effect one or more Interest Rate Swap Agreements with one or more Eligible
Interest Rate Hedge Counterparties having an aggregate notional balance of not
less than One Hundred Twenty-Five Million Dollars ($125,000,000.00).


 


ARTICLE VI



The Policy


 


Section 601.           The Policy.


 


(u)           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.


 


(v)           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 related 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 2005-1 Notes.


 


(w)          The Indenture Trustee
shall (i) receive Insured Amounts as attorney-in-fact of each of the Series 2005-1
Noteholders and (ii) disburse such Insured Payments directly to the Series 2005-1
Noteholders.  The Issuer hereby agrees
for the benefit of the Series Enhancer (and each Series 2005-1
Noteholder, by acceptance of its Series 2005-1 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 2005-1 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


 


21

















 


Indenture
and Section 302 hereof and (y) assignment of certain rights and interests
of the Series 2005-1 Noteholders as well as equitable and legal rights of
subrogation as described in the Insurance Agreement and the Policy.


 


(x)            The Series 2005-1
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.


 


(y)           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.


 


(z)            Anything herein to
the contrary notwithstanding, any payment with respect to the principal of or
interest on the Series 2005-1 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 2005-1 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 2005-1 Notes for purposes of the Indenture.  Each Series 2005-1 Noteholder by its
acceptance of a Series 2005-1 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 2005-1
Notes to the Series 2005-1 Noteholders, the Series Enhancer will be
fully subrogated to the rights of such Series 2005-1 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 2005-1
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 2005-1
Noteholders, the Note Register shall note the Series Enhancer’s rights as
subrogee upon the register of the Series 2005-1 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.


 


(aa)         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 2005-1
Noteholders hereunder and thereunder and of the exercise of any option, vote,
right, power or the like available to the Series 2005-1 Noteholders
hereunder and thereunder.


 


(bb)         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.


 


(cc)         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


 


22

















 


Policy
to obtain payment by the Series Enhancer of such Preference Amount, and
shall, at the time it provides notice to the Series Enhancer, notify the Series 2005-1
Noteholders by mail that, in the event that any Series 2005-1 Noteholder’s
payment is so recovered, such Series 2005-1 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 2005-1
Notes, if any, which have been made by the Indenture Trustee and subsequently
recovered from Series 2005-1 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 2005-1 Noteholder, by its acceptance of a Series 2005-1
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 2005-1 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 2005-1 Noteholders, and
deposited into the Series Account for distribution in accordance with Section 302
hereof.  Each Series 2005-1
Noteholder by its acceptance of a Series 2005-1 Note, and the Indenture
Trustee, as agent to the Series 2005-1 Noteholders, hereby acknowledges
and affirms that the rights of the Series 2005-1 Noteholders to any moneys
paid or payable in respect of the Series 2005-1 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.


 


(dd)         By acceptance of a Series 2005-1
Note, each Series 2005-1 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.


 


(ee)         Notwithstanding the
foregoing, in the event that any or all of the outstanding principal amounts of
the Series 2005-1 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.


 


(ff)           The Indenture
Trustee shall be entitled to enforce on behalf of the Series 2005-1
Noteholders the obligations of the Series Enhancer under the Policy.  Notwithstanding any other provision of the
Indenture or any other Related  Document,
the Series 2005-1 Noteholders are not entitled to make any claims under
the Policy or institute proceedings directly against the Series Enhancer.


 


23

















 


(gg)         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 2005-1
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 2005-1 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


 


24

















 


EIGHTH AVENUE, NEW YORK, NY 10011, ITS TRUE
AND LAWFUL ATTORNEY-IN-FACT AND DULY AUTHORIZED AGENT FOR THE LIMITED PURPOSE
OF 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 2005-1
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 2005-1
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.]


 


25

















 


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-1


 


FORM OF
144A BOOK ENTRY NOTE


 


UNLESS THIS SERIES 2005-1 NOTE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO THE TRANSFEROR OF SUCH NOTE (THE “TRANSFEROR”) OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SERIES 2005-1
NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR THE USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS SERIES 2005-1
NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SERIES 2005-1 NOTE, AGREES THAT SUCH SERIES 2005-1 NOTE MAY BE RESOLD,
PLEDGED OR TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES
LAWS AND (1) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER
THE SECURITIES ACT (“RULE 144A”), TO A PERSON THAT THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT
(OR FOR THE ACCOUNT OR ACCOUNTS OF A QUALIFIED INSTITUTIONAL BUYER) AND TO WHOM
NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, OR (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) TO A
PERSON (A) THAT IS AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE
MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT, IS TAKING DELIVERY OF SUCH SERIES 2005-1 NOTE IN AN AMOUNT OF AT LEAST $250,000 AND DELIVERS
A PURCHASER LETTER TO THE INDENTURE TRUSTEE IN THE FORM ATTACHED TO THE
SUPPLEMENTS OR (B) THAT IS TAKING DELIVERY OF SUCH SERIES 2005-1 NOTE PURSUANT TO A TRANSACTION THAT IS OTHERWISE
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AS CONFIRMED
IN AN OPINION OF COUNSEL ADDRESSED TO THE INDENTURE TRUSTEE AND THE ISSUER,
WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE ISSUER AND THE INDENTURE
TRUSTEE.


 


EACH PURCHASER OF A SERIES 2005-1 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
2005-1 NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF
THE EMPLOYEE


 


A-1-1

















 


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 2005-1 NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406(a) OF ERISA OR SECTION 4975 OF THE
CODE.


 


THE HOLDER HEREOF, BY PURCHASING THIS SERIES 2005-1 NOTE, AGREES THAT
SUCH SERIES 2005-1 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 2005-1 NOTE IS NOT GUARANTEED OR
INSURED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


UCO
COMPRESSION 2005 LLC

SERIES 2005-1


 


	
   

  	
  $[XX]

  	
  CUSIP No.: [  ]

  
	
   

  	
   

  	
  No. [ ]

  
	
   

  	
   

  	
  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 Cede & Co., or registered assigns, at the principal
corporate trust office of the Indenture Trustee named below, (i) the
principal sum of                  
Dollars ($             )
or, if less, the Series 2005-1 Note Principal Balance of this Series 2005-1
Note, which sum 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 2005-1
Supplement, dated as of October 28, 2005 (as amended, restated or
otherwise modified from time to time, the “Series 2005-1 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 2005-1 Note on the dates and in the
amounts set forth in the Indenture and the Series 2005-1 Supplement and (iii) the
other amounts required to be paid pursuant to the Indenture and the Series 2005-1
Supplement.  A record of each Prepayment
and repayment shall be made by the Indenture Trustee 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 2005-1
Supplement.


 


Payment of the principal of and interest on this Series 2005-1
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 2005-1 Note is payable at
the times and in the amounts set forth in the Indenture and the Series 2005-1
Supplement by wire transfer of immediately available funds to the account
designated by the Holder of record on the immediately preceding Record Date.


 


A-1-2

















 


This Series 2005-1 Note is one of the authorized notes identified
in the title hereto and issued in the aggregate principal amount of Two Hundred
Million Dollars ($200,000,000) or, if less, the Series 2005-1 Note
Principal Balance of this Series 2005-1 Note pursuant to the Indenture and
the Series 2005-1 Supplement.


 


The Series 2005-1 Notes shall be an obligation of the Issuer and
shall be secured by the Collateral, all as defined in, and subject to
limitations set forth in, the Indenture and the Series 2005-1 Supplement.


 


This Series 2005-1 Note is transferable as provided in the
Indenture and the Series 2005-1 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 2005-1 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 2005-1
Notes.


 


The Issuer, the Indenture Trustee and any other agent of the Issuer may
treat the person in whose name this Series 2005-1 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.


 


The Series 2005-1 Notes are subject to prepayment at the times and
subject to the conditions set forth in the Indenture and the Series 2005-1
Supplement.


 


If an Event of Default shall occur and be continuing, the principal of
and accrued interest on this Series 2005-1 Note may be declared to be due
and payable in the manner and with the effect provided in the Indenture and the
Series 2005-1 Supplement.


 


The Indenture permits, with certain exceptions as therein provided, the
issuance of supplemental indentures. 
Supplements and amendments to the Indenture and the Series 2005-1
Supplement may be made only to the extent and in circumstances permitted by the
Indenture and the Series 2005-1 Supplement.


 


The Holder of this Series 2005-1 Note shall have no right to
enforce the provisions of the Indenture and the Series 2005-1 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 2005-1 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 2005-1 Supplement; provided, however, that
nothing contained in the Indenture and the Series 2005-1 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 2005-1
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


 


A-1-3

















 


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 2005-1 Supplement.


 


Each purchaser of a Series 2005-1 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 2005-1
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 2005-1 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 2005-1 Note agrees that such Series 2005-1
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 2005-1 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
principles of conflict of laws.


 


All terms and provisions of the Indenture and the Series 2005-1
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 2005-1 Supplement
and the issuance of this Series 2005-1 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 2005-1 Note shall not be entitled to any benefit under the
Indenture and the Series 2005-1 Supplement, or be valid or obligatory for
any purpose.


 


A-1-4

















 


IN WITNESS WHEREOF, UCO Compression 2005 LLC has caused this Series 2005-1
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 2005-1 Notes described in the
within-mentioned Indenture and the Series 2005-1 Supplement.


 


	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION, not in its individual capacity, but

  solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-1-5

















 


Schedule A


 


Aggregate principal amount of any Series 2005-1 Note issued in
exchange for a portion or portions hereof and any portion or portions of any Series 2005-1
Note exchanged for a portion or portions hereof:


 


	
  Date

  	
   

  	
  Principal Amount Issued

  or Exchanged

  	
   

  	
  Remaining Principal Amount

  of this Series 2005-1 Note

  	
   

  	
  Notation

  Made by or

  on Behalf of

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-1-6

















 


EXHIBIT A-2


 


FORM OF
TEMPORARY REGULATION S BOOK ENTRY NOTE


 


UNLESS THIS SERIES 2005-1 NOTE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO THE TRANSFEROR OF SUCH NOTE (THE “TRANSFEROR”) OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SERIES 2005-1
NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR THE USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS SERIES 2005-1 NOTE HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SERIES 2005-1 NOTE, AGREES THAT
SUCH SERIES 2005-1 NOTE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY IN
ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND (1) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”), TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT (OR FOR THE ACCOUNT OR
ACCOUNTS OF A QUALIFIED INSTITUTIONAL BUYER) AND TO WHOM NOTICE IS GIVEN THAT
THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR
(2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT OR (3) TO A PERSON (A) THAT IS
AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, IS TAKING
DELIVERY OF SUCH SERIES 2005-1 NOTE IN AN AMOUNT OF AT LEAST $250,000 AND
DELIVERS A PURCHASER LETTER TO THE INDENTURE TRUSTEE IN THE FORM ATTACHED
TO THE SUPPLEMENTS OR (B) THAT IS TAKING DELIVERY OF SUCH SERIES 2005-1
NOTE PURSUANT TO A TRANSACTION THAT IS OTHERWISE EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, AS CONFIRMED IN AN OPINION OF COUNSEL
ADDRESSED TO THE INDENTURE TRUSTEE AND THE ISSUER, WHICH COUNSEL AND OPINION
ARE SATISFACTORY TO THE ISSUER AND THE INDENTURE TRUSTEE.


 


EACH PURCHASER OF A SERIES 2005-1 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
2005-1 NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF
THE EMPLOYEE


 


A-2-1

















 


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 2005-1 NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406(a) OF ERISA OR SECTION 4975 OF THE
CODE.


 


THE HOLDER HEREOF, BY PURCHASING THIS SERIES
2005-1 NOTE, AGREES THAT SUCH SERIES 2005-1 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 2005-1 NOTE IS NOT GUARANTEED OR
INSURED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


1.                                      EACH INVESTOR
DESCRIBED IN SUBCLAUSE 2 ABOVE UNDERSTANDS THAT THE SERIES 2005-1 NOTES HAVE NOT AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT, THAT ANY OFFERS, SALES OR DELIVERIES OF THE SERIES 2005-1 NOTES PURCHASED BY IT IN THE UNITED STATES OR TO U.S.
PERSONS PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (I) THE
COMMENCEMENT OF THE DISTRIBUTION OF THE SERIES 2005-1 NOTES AND (II) THE CLOSING DATE, MAY CONSTITUTE A
VIOLATION OF UNITED STATES LAW, AND THAT DISTRIBUTIONS OF PRINCIPAL AND
INTEREST WILL BE MADE IN RESPECT OF SUCH SERIES 2005-1 NOTES ONLY FOLLOWING THE DELIVERY BY THE HOLDER OF A
CERTIFICATION OF NON-U.S. BENEFICIAL OWNERSHIP OR THE EXCHANGE OF BENEFICIAL
INTEREST IN REGULATION S TEMPORARY BOOK-ENTRY NOTES FOR BENEFICIAL INTERESTS IN
THE RELATED UNRESTRICTED BOOK ENTRY NOTES (WHICH IN EACH CASE WILL ITSELF
REQUIRE A CERTIFICATION OF NON-U.S. BENEFICIAL OWNERSHIP), AT THE TIMES AND IN
THE MANNER SET FORTH IN THE INDENTURE.


 


2.                                      THE REGULATION S
TEMPORARY BOOK-ENTRY NOTES REPRESENTING THE SERIES 2005-1 NOTES SOLD TO EACH INVESTOR DESCRIBED IN SUBCLAUSE 2 ABOVE
WILL BEAR A LEGEND TO THE FOLLOWING EFFECT, UNLESS THE ISSUER DETERMINES
OTHERWISE CONSISTENT WITH APPLICABLE LAW:


 


THIS NOTE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (I) THE
COMPLETION OF THE DISTRIBUTION OF THE SERIES 2005-1 NOTES AND (II) THE CLOSING
DATE, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON


 


A-2-2

















 


EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


UCO
COMPRESSION 2005 LLC

SERIES 2005-1


 


	
   

  	
  $[XX]

  	
  CUSIP No.: [  ]

  
	
   

  	
   

  	
  No. [ ]

  
	
   

  	
   

  	
  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 CEDE & CO., or registered assigns, at the principal
corporate trust office of the Indenture Trustee named below, (i) the
principal sum of              
Dollars ($                )
or, if less, the Series 2005-1 Note Principal Balance of this Series 2005-1
Note, which sum 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 2005-1
Supplement, dated as of October 28, 2005 (as amended, restated or
otherwise modified from time to time, the “Series 2005-1 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 2005-1 Note on the dates and in the
amounts set forth in the Indenture and the Series 2005-1 Supplement and (iii) the
other amounts required to be paid pursuant to the Indenture and the Series 2005-1
Supplement.  A record of each Prepayment
and repayment shall be made by the Indenture Trustee 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 2005-1
Supplement.


 


Payment of the principal of and interest on this Series 2005-1
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 2005-1 Note is payable
at the times and in the amounts set forth in the Indenture and the Series 2005-1
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 2005-1 Note is one of the authorized notes identified
in the title hereto and issued in the aggregate principal amount of Two Hundred
Million Dollars ($200,000,000) or, if less, the Series 2005-1 Note
Principal Balance of this Series 2005-1 Note pursuant to the Indenture and
the Series 2005-1 Supplement.


 


The Series 2005-1 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 2005-1 Supplement.


 


This Series 2005-1 Note is transferable as provided in the
Indenture and the Series 2005-1 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


 


A-2-3

















 


2005-1 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 2005-1 Notes.


 


The Issuer, the Indenture Trustee and any other agent of the Issuer may
treat the person in whose name this Series 2005-1 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.


 


The Series 2005-1 Notes are subject to prepayment at the times and
subject to the conditions set forth in the Indenture and the Series 2005-1
Supplement.


 


If an Event of Default shall occur and be continuing, the principal of
and accrued interest on this Series 2005-1 Note may be declared to be due
and payable in the manner and with the effect provided in the Indenture and the
Series 2005-1 Supplement.


 


The Indenture permits, with certain exceptions as therein provided, the
issuance of supplemental indentures. 
Supplements and amendments to the Indenture and the Series 2005-1
Supplement may be made only to the extent and in circumstances permitted by the
Indenture and the Series 2005-1 Supplement.


 


The Holder of this Series 2005-1 Note shall have no right to
enforce the provisions of the Indenture and the Series 2005-1 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 2005-1 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 2005-1 Supplement; provided, however, that
nothing contained in the Indenture and the Series 2005-1 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 2005-1
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 the Series 2005-1
Supplement.


 


Each purchaser of a Series 2005-1 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 2005-1
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 2005-1 Note will not
give rise to a nonexempt prohibited transaction under Section 406(a) of
ERISA or Section 4975 of the Code.


 


A-2-4

















 


Each purchaser of a Series 2005-1 Note agrees that such Series 2005-1
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 2005-1 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
principles of conflict of laws.


 


All terms and provisions of the Indenture and the Series 2005-1
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 2005-1 Supplement
and the issuance of this Series 2005-1 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 2005-1 Note shall not be entitled to any benefit under the
Indenture and the Series 2005-1 Supplement, or be valid or obligatory for
any purpose.


 


A-2-5

















 


IN WITNESS WHEREOF, UCO Compression 2005 LLC has caused this Series 2005-1
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 2005-1 Notes described in the
within-mentioned Indenture and the Series 2005-1 Supplement.


 


	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION, not in its individual capacity, but

  solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-2-6

















 


Schedule A


 


Aggregate principal amount of any Series 2005-1 Note issued in
exchange for a portion or portions hereof and any portion or portions of any Series 2005-1
Note exchanged for a portion or portions hereof:


 


	
  Date

  	
   

  	
  Principal Amount Issued

  or Exchanged

  	
   

  	
  Remaining Principal Amount

  of this Series 2005-1 Note

  	
   

  	
  Notation

  Made by or

  on Behalf of

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-2-7














 


EXHIBIT A-3


 


FORM OF
UNRESTRICTED REGULATION S BOOK ENTRY NOTE


 


UNLESS THIS SERIES 2005-1 NOTE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO THE TRANSFEROR OF SUCH NOTE (THE “TRANSFEROR”) OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SERIES 2005-1
NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR THE USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS SERIES 2005-1 NOTE HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SERIES 2005-1 NOTE, AGREES THAT
SUCH SERIES 2005-1 NOTE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY IN
ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND (1) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”), TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT (OR FOR THE ACCOUNT OR
ACCOUNTS OF A QUALIFIED INSTITUTIONAL BUYER) AND TO WHOM NOTICE IS GIVEN THAT
THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR
(2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT OR (3) TO A PERSON (A) THAT IS
AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, IS TAKING
DELIVERY OF SUCH SERIES 2005-1 NOTE IN AN AMOUNT OF AT LEAST $250,000 AND
DELIVERS A PURCHASER LETTER TO THE INDENTURE TRUSTEE IN THE FORM ATTACHED
TO THE SUPPLEMENTS OR (B) THAT IS TAKING DELIVERY OF SUCH SERIES 2005-1
NOTE PURSUANT TO A TRANSACTION THAT IS OTHERWISE EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, AS CONFIRMED IN AN OPINION OF COUNSEL
ADDRESSED TO THE INDENTURE TRUSTEE AND THE ISSUER, WHICH COUNSEL AND OPINION
ARE SATISFACTORY TO THE ISSUER AND THE INDENTURE TRUSTEE.


 


EACH PURCHASER OF A SERIES 2005-1 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
2005-1 NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF
THE EMPLOYEE


 


A-3-1

















 


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 2005-1 NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406(a) OF ERISA OR SECTION 4975 OF THE
CODE.


 


THE HOLDER HEREOF, BY PURCHASING THIS SERIES
2005-1 NOTE, AGREES THAT SUCH SERIES 2005-1 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 2005-1 NOTE IS NOT GUARANTEED OR
INSURED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


UCO
COMPRESSION 2005 LLC

SERIES 2005-1


 


 


	
   

  	
  $[XX]

  	
  CUSIP No.: [  ]

  
	
   

  	
   

  	
  No. [ ]

  
	
   

  	
   

  	
  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 CEDE & CO., or registered assigns, at the principal
corporate trust office of the Indenture Trustee named below, (i) the
principal sum of                   Dollars
($                )
or, if less, the Series 2005-1 Note Principal Balance of this Series 2005-1
Note, which sum 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 2005-1
Supplement, dated as of October 28, 2005 (as amended, restated or
otherwise modified from time to time, the “Series 2005-1 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 2005-1 Note on the dates and in the
amounts set forth in the Indenture and the Series 2005-1 Supplement and (iii) the
other amounts required to be paid pursuant to the Indenture and the Series 2005-1
Supplement.  A record of each Series 2005-1
Prepayment and repayment shall be made by the Indenture Trustee 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 2005-1 Supplement.


 


Payment of the principal of and interest on this Series 2005-1
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 2005-1 Note is payable
at the times and in the amounts set forth in the Indenture and the Series 2005-1
Supplement by wire transfer of immediately available funds to the account
designated by the Holder of record on the immediately preceding Record Date.


 


A-3-2

















 


This Series 2005-1 Note is one of the authorized notes identified
in the title hereto and issued in the aggregate principal amount of Two Hundred
Million Dollars ($200,000,000) or, if less, the Series 2005-1 Note
Principal Balance of this Series 2005-1 Note pursuant to the Indenture and
the Series 2005-1 Supplement.


 


The Series 2005-1 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 2005-1 Supplement.


 


This Series 2005-1 Note is transferable as provided in the
Indenture and the Series 2005-1 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 2005-1 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 2005-1
Notes.


 


The Issuer, the Indenture Trustee and any other agent of the Issuer may
treat the person in whose name this Series 2005-1 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.


 


The Series 2005-1 Notes are subject to prepayment at the times and
subject to the conditions set forth in the Indenture and the Series 2005-1
Supplement.


 


If an Event of Default shall occur and be continuing, the principal of
and accrued interest on this Series 2005-1 Note may be declared to be due
and payable in the manner and with the effect provided in the Indenture and the
Series 2005-1 Supplement.


 


The Indenture permits, with certain exceptions as therein provided, the
issuance of supplemental indentures. 
Supplements and amendments to the Indenture and the Series 2005-1
Supplement may be made only to the extent and in circumstances permitted by the
Indenture and the Series 2005-1 Supplement.


 


The Holder of this Series 2005-1 Note shall have no right to
enforce the provisions of the Indenture and the Series 2005-1 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 2005-1 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 2005-1 Supplement; provided, however, that
nothing contained in the Indenture and the Series 2005-1 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 2005-1
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


 


A-3-3

















 


any applicable bankruptcy or similar law, at
any time other than at such time as permitted by Section 1211 of the
Indenture and the Series 2005-1 Supplement.


 


Each purchaser of a Series 2005-1 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 2005-1
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 2005-1 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 2005-1 Note agrees that such Series 2005-1
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 2005-1 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
principles of conflict of laws.


 


All terms and provisions of the Indenture and the Series 2005-1
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 2005-1 Supplement
and the issuance of this Series 2005-1 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 2005-1 Note shall not be entitled to any benefit under the
Indenture and the Series 2005-1 Supplement, or be valid or obligatory for
any purpose.


 


A-3-4

















 


IN WITNESS WHEREOF, UCO Compression 2005 LLC has caused this Series 2005-1
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 2005-1 Notes described in the
within-mentioned Indenture and the Series 2005-1 Supplement.


 


	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its
  individual capacity, but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-3-5

















 


 Schedule A


 


Aggregate principal amount of any Series 2005-1 Note issued in
exchange for a portion or portions hereof and any portion or portions of any Series 2005-1
Note exchanged for a portion or portions hereof:


 


	
  Date

  	
   

  	
  Principal Amount Issued

  or Exchanged

  	
   

  	
  Remaining Principal Amount

  of this Series 2005-1 Note

  	
   

  	
  Notation

  Made by or

  on Behalf of

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-3-6

















 


EXHIBIT A-4


 


FORM OF
NOTE ISSUED TO INSTITUTIONAL ACCREDITED INVESTORS


 


THIS SERIES 2005-1 NOTE HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SERIES 2005-1 NOTE, AGREES THAT
SUCH SERIES 2005-1 NOTE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY IN
ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND (1) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”), TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT (OR FOR THE ACCOUNT OR
ACCOUNTS OF A QUALIFIED INSTITUTIONAL BUYER) AND TO WHOM NOTICE IS GIVEN THAT
THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR
(2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT OR (3) TO A PERSON (A) THAT IS
AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, IS TAKING
DELIVERY OF SUCH SERIES 2005-1 NOTE IN AN AMOUNT OF AT LEAST $250,000 AND
DELIVERS A PURCHASER LETTER TO THE INDENTURE TRUSTEE IN THE FORM ATTACHED
TO THE SUPPLEMENTS OR (B) THAT IS TAKING DELIVERY OF SUCH SERIES 2005-1
NOTE PURSUANT TO A TRANSACTION THAT IS OTHERWISE EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, AS CONFIRMED IN AN OPINION OF COUNSEL
ADDRESSED TO THE INDENTURE TRUSTEE AND THE ISSUER, WHICH COUNSEL AND OPINION
ARE SATISFACTORY TO THE ISSUER AND THE INDENTURE TRUSTEE.


 


EACH PURCHASER OF A SERIES 2005-1 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 2005-1 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
2005-1 NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406(a) OF ERISA OR SECTION 4975 OF THE CODE.


 


THE HOLDER HEREOF, BY PURCHASING THIS SERIES
2005-1 NOTE, AGREES THAT SUCH SERIES 2005-1 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.


 


A-4-1

















 


THIS SERIES 2005-1 NOTE IS NOT GUARANTEED OR
INSURED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


UCO
COMPRESSION 2005 LLC

SERIES 2005-1


 


	
   

  	
  $[XX]

  	
  CUSIP No.: [  ]

  
	
   

  	
   

  	
  No. [ ]

  
	
   

  	
   

  	
  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 CEDE & CO., or registered assigns, at the principal
corporate trust office of the Indenture Trustee named below, (i) the
principal sum of                   Dollars
($           ) or, if
less, the Series 2005-1 Note Principal Balance of this Series 2005-1
Note, which sum 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 2005-1
Supplement, dated as of October 28, 2005 (as amended, restated or
otherwise modified from time to time, the “Series 2005-1 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 2005-1 Note on the dates and in the
amounts set forth in the Indenture and the Series 2005-1 Supplement and (iii) the
other amounts required to be paid pursuant to the Indenture and the Series 2005-1
Supplement. A record of each Series 2005-1 Prepayment and repayment shall
be made by the Indenture Trustee 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 2005-1
Supplement.


 


Payment of the principal of and interest on this Series 2005-1
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 2005-1 Note is payable
at the times and in the amounts set forth in the Indenture and the Series 2005-1
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 2005-1 Note is one of the authorized notes identified
in the title hereto and issued in the aggregate principal amount of Two Hundred
Million Dollars ($200,000,000) or, if less, the Series 2005-1 Note
Principal Balance of this Series 2005-1 Note pursuant to the Indenture and
the Series 2005-1 Supplement.


 


The Series 2005-1 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 2005-1 Supplement.


 


This Series 2005-1 Note is transferable as provided in the
Indenture and the Series 2005-1 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


 


A-4-2

















 


2005-1 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 2005-1 Notes.


 


The Issuer, the Indenture Trustee and any other agent of the Issuer may
treat the person in whose name this Series 2005-1 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.


 


The Series 2005-1 Notes are subject to prepayment at the times and
subject to the conditions set forth in the Indenture and the Series 2005-1
Supplement.


 


If an Event of Default shall occur and be continuing, the principal of
and accrued interest on this Series 2005-1 Note may be declared to be due
and payable in the manner and with the effect provided in the Indenture and the
Series 2005-1 Supplement.


 


The Indenture permits, with certain exceptions as therein provided, the
issuance of supplemental indentures. Supplements and amendments to the
Indenture and the Series 2005-1 Supplement may be made only to the extent
and in circumstances permitted by the Indenture and the Series 2005-1
Supplement.


 


The Holder of this Series 2005-1 Note shall have no right to
enforce the provisions of the Indenture and the Series 2005-1 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 2005-1 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 2005-1 Supplement; provided, however, that
nothing contained in the Indenture and the Series 2005-1 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 2005-1
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 the Series 2005-1
Supplement.


 


Each purchaser of a Series 2005-1 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 2005-1
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 2005-1 Note will not
give rise to a nonexempt prohibited transaction under Section 406(a) of
ERISA or Section 4975 of the Code.


 


A-4-3

















 


Each purchaser of a Series 2005-1 Note agrees that such Series 2005-1
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 2005-1 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
principles of conflict of laws.


 


All terms and provisions of the Indenture and the Series 2005-1
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 2005-1 Supplement
and the issuance of this Series 2005-1 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 2005-1 Note shall not be entitled to any benefit under the
Indenture and the Series 2005-1 Supplement, or be valid or obligatory for
any purpose.


 


A-4-4

















 


IN WITNESS WHEREOF, UCO Compression 2005 LLC has caused this Series 2005-1
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 2005-1 Notes described in the
within-mentioned Indenture and the Series 2005-1 Supplement.


 


	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION, not in its individual capacity, but

  solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-4-5

















 


Schedule A


 


Aggregate principal amount of any Series 2005-1 Note issued in
exchange for a portion or portions hereof and any portion or portions of any Series 2005-1
Note exchanged for a portion or portions hereof:


 


	
  Date

  	
   

  	
  Principal Amount Issued

  or Exchanged

  	
   

  	
  Remaining Principal Amount

  of this Series 2005-1 Note

  	
   

  	
  Notation

  Made by or

  on Behalf of

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-4-6

















 


EXHIBIT B


 


FORM OF
CERTIFICATE TO BE GIVEN BY NOTEHOLDER


 


[Euroclear

151 Boulevard Jacqmain

B-1210 Brussels, Belgium]


 


[Clearstream Banking, société anonyme

f/k/a CedelBank, société anonyme
67 Boulevard
Grand-Duchesse Charlotte

L-1331 Luxembourg]


 


Re:                               Floating
Rate Secured Notes (the “Offered Notes”) issued pursuant to the Series 2005-1
Supplement, dated as of October 28, 2005, between UCO Compression 2005 LLC
(the “Issuer”) and Wells Fargo Bank, National Association (the “Indenture
Trustee”) to the Indenture, dated as of October 28, 2005, between the
Issuer and the Indenture Trustee.


 


This is to certify that as of the date hereof, and except as set forth
below, the beneficial interest in the Offered Notes held by you for our account
is owned by persons that are not U.S. persons (as defined in Rule 902
under the Securities Act of 1933, as amended).


 


The undersigned undertakes to advise you promptly by facsimile on or
prior to the date on which you intend to submit your certification relating to
the Offered Notes held by you in which the undersigned has acquired, or intends
to acquire, a beneficial interest in accordance with your operating procedures
if any applicable statement herein is not correct on such date. In the absence
of any such notification, it may be assumed that this certification applies as
of such date.


 


[This certification excepts beneficial interests in and does not relate
to U.S. $            
principal amount of the Offered Notes appearing in your books as being held for
our account but that we have sold or as to which we are not yet able to
certify.]


 


We understand that this certification is required in connection with
certain securities laws in the United States of America. If administrative or
legal proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification or a copy thereof to any interested party in such
proceedings.


 


	
  Dated:*

  	
   

  	
   

  	
  By:

  	
   

  	
  ,

  
	
   

  	
  Account Holder

  



 






*Certification must be dated on or after the 15th day before the
date of the Euroclear or Clearstream certificate to which this certification
relates.


 


B-1

















 


EXHIBIT C


 


FORM OF

CERTIFICATE TO BE GIVEN BY EUROCLEAR OR CLEARSTREAM


 


Wells Fargo Bank, National Association

as Indenture Trustee and Note Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota  55479

Attention: Corporate Trust Services – Asset-Backed Administration


 


Re:                               Floating
Rate Secured Notes (the “Offered Notes”) issued pursuant to the Series 2005-1
Supplement, dated as of October 28, 2005, between UCO Compression 2005 LLC
(the “Issuer”) and Wells Fargo Bank, National Association (the “Indenture
Trustee”) to the Indenture, dated as of October 28, 2005, between the
Issuer and the Indenture Trustee.


 


This is to certify that, based solely on certifications we have
received in writing, by facsimile or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion
of the principal amount set forth below (our “Member Organizations”) as of the
date hereof, $                   
principal amount of the Offered Notes is owned by persons (a) that are not
U.S. persons (as defined in Rule 902 under the Securities Act of 1933, as
amended (the “Securities Act”)) or (b) who purchased their Offered Notes
(or interests therein) in a transaction or transactions that did not require
registration under the Securities Act.


 


We further certify (a) that we are not making available herewith
for exchange any portion of the related Regulation S Temporary Book-Entry Note
excepted in such certifications and (b) that as of the date hereof we have
not received any notification from any of our Member Organizations to the
effect that the statements made by them with respect to any portion of the part
submitted herewith for exchange are no longer true and cannot be relied upon as
of the date hereof.


 


We understand that this certification is required in connection with
certain securities laws of the United States of America. If administrative or
legal proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification or a copy hereof to any interested party in such
proceedings.


 


	
  Date:

  	
   

  	
   

  	
  Yours faithfully,

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  [Morgan Guaranty Trust Company of New York,

  Brussels Office, as Operator of the Euroclear

  Clearance System] [Clearstream, société anonyme]

  



 


C-1

















 


EXHIBIT D


 


FORM OF

CERTIFICATE TO BE GIVEN BY TRANSFEREE OF BENEFICIAL INTEREST IN A REGULATION S
TEMPORARY BOOK ENTRY NOTE


 


[Euroclear

151 Boulevard Jacqmain

B-1210 Brussels, Belgium]


 


[Clearstream Banking, société anonyme

f/k/a CedelBank, société anonyme
67 Boulevard
Grand-Duchesse Charlotte

L-1331 Luxembourg]


 


Re:                               Floating
Rate Secured Notes (the “Offered Notes”) issued pursuant to the Series 2005-1
Supplement, dated as of October 28, 2005, between UCO Compression 2005 LLC
(the “Issuer”) and Wells Fargo Bank, National Association (the “Indenture
Trustee”) to the Indenture, dated as of October 28, 2005, between the
Issuer and the Indenture Trustee.


 


This is to certify that as of the date hereof, and except as set forth
below, for purposes of acquiring a beneficial interest in the Offered Notes,
the undersigned certifies that it is not a U.S. person (as defined in Rule 902
under the Securities Act of 1933, as amended).


 


The undersigned undertakes to advise you promptly by facsimile on or
prior to the date on which you intend to submit your certification relating to
the Offered Notes held by you in which the undersigned intends to acquire a
beneficial interest in accordance with your operating procedures if any
applicable statement herein is not correct on such date. In the absence of any
such notification, it may be assumed that this certification applies as of such
date.


 


We understand that this certification is required in connection with
certain securities laws in the United States of America. If administrative or
legal proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification or a copy thereof to any interested party in such
proceedings.


 


	
  Dated:

  	
  By:

  



 


D-1

















 


EXHIBIT E


 


FORM OF

TRANSFER CERTIFICATE FOR EXCHANGE OR

TRANSFER FROM 144A BOOK-ENTRY NOTE

TO REGULATION S BOOK-ENTRY NOTE


 


Wells Fargo Bank, National Association

as Indenture Trustee and Note Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota  55479

Attention: Corporate Trust Services – Asset-Backed Administration


 


Re:                               Floating
Rate Secured Notes (the “Offered Notes”) issued pursuant to the Series 2005-1 Supplement, dated as of October 28, 2005, between UCO Compression 2005
LLC (the “Issuer”) and Wells Fargo Bank, National Association (the “Indenture
Trustee”) to the Indenture (as supplemented, the “Indenture”), dated as of October 28,
2005, between the Issuer and the Indenture Trustee.


 


Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.


 


This letter relates to U.S. $             
principal amount of Offered Notes that are held as a beneficial interest in the
144A Book-Entry Note (CUSIP No.                     )
with DTC in the name of [insert name of transferor] (the “Transferor”). The
Transferor has requested an exchange or transfer of the beneficial interest for
an interest in the Regulation S Book-Entry Note (CUSIP No.            )
to be held with [Euroclear] [Clearstream] through DTC.


 


In connection with the request and in receipt of the Offered Notes, the
Transferor does hereby certify that the exchange or transfer has been effected
in accordance with the transfer restrictions set forth in the Indenture and the
Offered Notes and:


 


(hh)         pursuant to and in
accordance with Regulation S under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(i)            the offer of the Offered Notes was
not made to a person in the United States of America,


 


(ii)           either (A) at the time the buy
order was originated, the transferee was outside the United States of America
or the Transferor and any person acting on its behalf reasonably believed that
the transferee was outside the United States of America, or (B) the
transaction was executed in, on or through the facilities of a designated
offshore securities market and neither the Transferor nor any person acting on
its behalf knows that the transaction was pre-arranged with a buyer in the
United States of America,


 


E-1

















 


(iii)          no directed selling efforts have been
made in contravention of the requirements of Rule 903 or 904 of Regulation
S, as applicable, and the other conditions of Rule 903 or Rule 904 of
Regulation S, as applicable, have been satisfied,


 


(iv)          the transaction is not part of a plan
or scheme to evade the registration requirements of the Securities Act, and


 


(v)           the offer of the Offered Notes was
not made 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.


 


(ii)           with respect to
transfers made in reliance on Rule 144A under the Securities Act, the
Transferor does hereby certify that the Notes are being transferred in a
transaction permitted by Rule 144A under the Securities Act.


 


This certification and the statements contained herein are made for
your benefit and the benefit of Wachovia Capital Markets, LLC (the “Initial
Purchaser”) and the Issuer.


 


 


	
   

  	
  [Insert name of Transferor]

  
	
   

  	
   

  
	
  Dated:

  	
  By:

  
	
   

  	
  Title:

  



 


E-2

















 


EXHIBIT F


 


FORM OF

INITIAL PURCHASER EXCHANGE INSTRUCTIONS


 


Depository Trust Company

55 Water Street

50th Floor

New York, New York 10041


 


Re:                               Floating
Rate Secured Notes (the “Offered Notes”) issued pursuant to the Series 2005-1
Supplement, dated as of October 28, 2005, between UCO Compression 2005 LLC
(the “Issuer”) and Wells Fargo Bank, National Association (the “Indenture
Trustee”) to the Indenture, dated as of October 28, 2005, between the
Issuer and the Indenture Trustee.


 


Pursuant to Section 207 of the Series 2005-1 Supplement,
Wachovia Capital Markets, LLC (the “Initial Purchaser”) hereby requests that $                 
aggregate principal amount of the Offered Notes held by you for our account and
represented by the Regulation S Temporary Book-Entry Note (CUSIP No. [              ])
(as defined in the Series 2005-1 Supplement) be exchanged for an equal
principal amount represented by the 144A Book-Entry Note (CUSIP No. [              ])
to be held by you for our account.


 


 


	
  Dated:

  	
  WACHOVIA CAPITAL MARKETS, LLC

  
	
   

  	
   

  
	
   

  	
  as Initial Purchaser

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Title:

  



 


F-1

















 


Schedule 1


 


Minimum Targeted Principal
Balance by Period


 


 


	
  Period

  	
   

  	
  Payment
  Date

  Occurring In:

  	
   

  	
  Minimum
  Targeted

  Principal Balance

  	
   

  
	
  0

  	
   

  	
  Closing Date

  	
   

  	
  $

  	
   200,000,000

  	
   

  
	
  1

  	
   

  	
  Nov 2005

  	
   

  	
  200,000,000

  	
   

  
	
  2

  	
   

  	
  Dec 2005

  	
   

  	
  200,000,000

  	
   

  
	
  3

  	
   

  	
  Jan 2006

  	
   

  	
  200,000,000

  	
   

  
	
  4

  	
   

  	
  Feb 2006

  	
   

  	
  199,156,118

  	
   

  
	
  5

  	
   

  	
  Mar 2006

  	
   

  	
  198,312,236

  	
   

  
	
  6

  	
   

  	
  Apr 2006

  	
   

  	
  197,468,354

  	
   

  
	
  7

  	
   

  	
  May 2006

  	
   

  	
  196,624,473

  	
   

  
	
  8

  	
   

  	
  Jun 2006

  	
   

  	
  195,780,591

  	
   

  
	
  9

  	
   

  	
  Jul 2006

  	
   

  	
  194,936,709

  	
   

  
	
  10

  	
   

  	
  Aug 2006

  	
   

  	
  194,092,827

  	
   

  
	
  11

  	
   

  	
  Sep 2006

  	
   

  	
  193,248,945

  	
   

  
	
  12

  	
   

  	
  Oct 2006

  	
   

  	
  192,405,063

  	
   

  
	
  13

  	
   

  	
  Nov 2006

  	
   

  	
  191,561,181

  	
   

  
	
  14

  	
   

  	
  Dec 2006

  	
   

  	
  190,717,300

  	
   

  
	
  15

  	
   

  	
  Jan 2007

  	
   

  	
  189,873,418

  	
   

  
	
  16

  	
   

  	
  Feb 2007

  	
   

  	
  189,029,536

  	
   

  
	
  17

  	
   

  	
  Mar 2007

  	
   

  	
  188,185,654

  	
   

  
	
  18

  	
   

  	
  Apr 2007

  	
   

  	
  187,341,772

  	
   

  
	
  19

  	
   

  	
  May 2007

  	
   

  	
  186,497,890

  	
   

  
	
  20

  	
   

  	
  Jun 2007

  	
   

  	
  185,654,008

  	
   

  
	
  21

  	
   

  	
  Jul 2007

  	
   

  	
  184,810,127

  	
   

  
	
  22

  	
   

  	
  Aug 2007

  	
   

  	
  183,966,245

  	
   

  
	
  23

  	
   

  	
  Sep 2007

  	
   

  	
  183,122,363

  	
   

  
	
  24

  	
   

  	
  Oct 2007

  	
   

  	
  182,278,481

  	
   

  
	
  25

  	
   

  	
  Nov 2007

  	
   

  	
  181,434,599

  	
   

  
	
  26

  	
   

  	
  Dec 2007

  	
   

  	
  180,590,717

  	
   

  
	
  27

  	
   

  	
  Jan 2008

  	
   

  	
  179,746,835

  	
   

  
	
  28

  	
   

  	
  Feb 2008

  	
   

  	
  178,902,954

  	
   

  
	
  29

  	
   

  	
  Mar 2008

  	
   

  	
  178,059,072

  	
   

  
	
  30

  	
   

  	
  Apr 2008

  	
   

  	
  177,215,190

  	
   

  
	
  31

  	
   

  	
  May 2008

  	
   

  	
  176,371,308

  	
   

  
	
  32

  	
   

  	
  Jun 2008

  	
   

  	
  175,527,426

  	
   

  
	
  33

  	
   

  	
  Jul 2008

  	
   

  	
  174,683,544

  	
   

  
	
  34

  	
   

  	
  Aug 2008

  	
   

  	
  173,839,662

  	
   

  
	
  35

  	
   

  	
  Sep 2008

  	
   

  	
  172,995,781

  	
   

  
	
  36

  	
   

  	
  Oct 2008

  	
   

  	
  172,151,899

  	
   

  
	
  37

  	
   

  	
  Nov 2008

  	
   

  	
  171,308,017

  	
   

  
	
  38

  	
   

  	
  Dec 2008

  	
   

  	
  170,464,135

  	
   

  
	
  39

  	
   

  	
  Jan 2009

  	
   

  	
  169,620,253

  	
   

  
	
  40

  	
   

  	
  Feb 2009

  	
   

  	
  168,776,371

  	
   

  
	
  41

  	
   

  	
  Mar 2009

  	
   

  	
  167,932,489

  	
   

  
	
  42

  	
   

  	
  Apr 2009

  	
   

  	
  167,088,608

  	
   

  
	
  43

  	
   

  	
  May 2009

  	
   

  	
  166,244,726

  	
   

  
	
  44

  	
   

  	
  Jun 2009

  	
   

  	
  165,400,844

  	
   

  
	
  45

  	
   

  	
  Jul 2009

  	
   

  	
  164,556,962

  	
   

  
	
  46

  	
   

  	
  Aug 2009

  	
   

  	
  163,713,080

  	
   

  
	
  47

  	
   

  	
  Sep 2009

  	
   

  	
  162,869,198

  	
   

  
	
  48

  	
   

  	
  Oct 2009

  	
   

  	
  162,025,316

  	
   

  
	
  49

  	
   

  	
  Nov 2009

  	
   

  	
  161,181,435

  	
   

  
	
  50

  	
   

  	
  Dec 2009

  	
   

  	
  160,337,553

  	
   

  
	
  51

  	
   

  	
  Jan 2010

  	
   

  	
  159,493,671

  	
   

  
	
  52

  	
   

  	
  Feb 2010

  	
   

  	
  158,649,789

  	
   

  
	
  53

  	
   

  	
  Mar 2010

  	
   

  	
  157,805,907

  	
   

  
	
  54

  	
   

  	
  Apr 2010

  	
   

  	
  156,962,025

  	
   

  
	
  55

  	
   

  	
  May 2010

  	
   

  	
  156,118,143

  	
   

  
	
  56

  	
   

  	
  Jun 2010

  	
   

  	
  155,274,262

  	
   

  
	
  57

  	
   

  	
  Jul 2010

  	
   

  	
  154,430,380

  	
   

  
	
  58

  	
   

  	
  Aug 2010

  	
   

  	
  153,586,498

  	
   

  
	
  59

  	
   

  	
  Sep 2010

  	
   

  	
  152,742,616

  	
   

  
	
  60

  	
   

  	
  Oct 2010

  	
   

  	
  151,898,734

  	
   

  
	
  61

  	
   

  	
  Nov 2010

  	
   

  	
  $

  	
   151,054,852

  	
   

  
	
  62

  	
   

  	
  Dec 2010

  	
   

  	
  150,210,970

  	
   

  
	
  63

  	
   

  	
  Jan 2011

  	
   

  	
  149,367,089

  	
   

  
	
  64

  	
   

  	
  Feb 2011

  	
   

  	
  148,523,207

  	
   

  
	
  65

  	
   

  	
  Mar 2011

  	
   

  	
  147,679,325

  	
   

  
	
  66

  	
   

  	
  Apr 2011

  	
   

  	
  146,835,443

  	
   

  
	
  67

  	
   

  	
  May 2011

  	
   

  	
  145,991,561

  	
   

  
	
  68

  	
   

  	
  Jun 2011

  	
   

  	
  145,147,679

  	
   

  
	
  69

  	
   

  	
  Jul 2011

  	
   

  	
  144,303,797

  	
   

  
	
  70

  	
   

  	
  Aug 2011

  	
   

  	
  143,459,916

  	
   

  
	
  71

  	
   

  	
  Sep 2011

  	
   

  	
  142,616,034

  	
   

  
	
  72

  	
   

  	
  Oct 2011

  	
   

  	
  141,772,152

  	
   

  
	
  73

  	
   

  	
  Nov 2011

  	
   

  	
  140,928,270

  	
   

  
	
  74

  	
   

  	
  Dec 2011

  	
   

  	
  140,084,388

  	
   

  
	
  75

  	
   

  	
  Jan 2012

  	
   

  	
  139,240,506

  	
   

  
	
  76

  	
   

  	
  Feb 2012

  	
   

  	
  138,396,624

  	
   

  
	
  77

  	
   

  	
  Mar 2012

  	
   

  	
  137,552,743

  	
   

  
	
  78

  	
   

  	
  Apr 2012

  	
   

  	
  136,708,861

  	
   

  
	
  79

  	
   

  	
  May 2012

  	
   

  	
  135,864,979

  	
   

  
	
  80

  	
   

  	
  Jun 2012

  	
   

  	
  135,021,097

  	
   

  
	
  81

  	
   

  	
  Jul 2012

  	
   

  	
  134,177,215

  	
   

  
	
  82

  	
   

  	
  Aug 2012

  	
   

  	
  133,333,333

  	
   

  
	
  83

  	
   

  	
  Sep 2012

  	
   

  	
  132,489,451

  	
   

  
	
  84

  	
   

  	
  Oct 2012

  	
   

  	
  131,645,570

  	
   

  
	
  85

  	
   

  	
  Nov 2012

  	
   

  	
  130,801,688

  	
   

  
	
  86

  	
   

  	
  Dec 2012

  	
   

  	
  129,957,806

  	
   

  
	
  87

  	
   

  	
  Jan 2013

  	
   

  	
  129,113,924

  	
   

  
	
  88

  	
   

  	
  Feb 2013

  	
   

  	
  128,270,042

  	
   

  
	
  89

  	
   

  	
  Mar 2013

  	
   

  	
  127,426,160

  	
   

  
	
  90

  	
   

  	
  Apr 2013

  	
   

  	
  126,582,278

  	
   

  
	
  91

  	
   

  	
  May 2013

  	
   

  	
  125,738,397

  	
   

  
	
  92

  	
   

  	
  Jun 2013

  	
   

  	
  124,894,515

  	
   

  
	
  93

  	
   

  	
  Jul 2013

  	
   

  	
  124,050,633

  	
   

  
	
  94

  	
   

  	
  Aug 2013

  	
   

  	
  123,206,751

  	
   

  
	
  95

  	
   

  	
  Sep 2013

  	
   

  	
  122,362,869

  	
   

  
	
  96

  	
   

  	
  Oct 2013

  	
   

  	
  121,518,987

  	
   

  
	
  97

  	
   

  	
  Nov 2013

  	
   

  	
  120,675,105

  	
   

  
	
  98

  	
   

  	
  Dec 2013

  	
   

  	
  119,831,224

  	
   

  
	
  99

  	
   

  	
  Jan 2014

  	
   

  	
  118,987,342

  	
   

  
	
  100

  	
   

  	
  Feb 2014

  	
   

  	
  118,143,460

  	
   

  
	
  101

  	
   

  	
  Mar 2014

  	
   

  	
  117,299,578

  	
   

  
	
  102

  	
   

  	
  Apr 2014

  	
   

  	
  116,455,696

  	
   

  
	
  103

  	
   

  	
  May 2014

  	
   

  	
  115,611,814

  	
   

  
	
  104

  	
   

  	
  Jun 2014

  	
   

  	
  114,767,932

  	
   

  
	
  105

  	
   

  	
  Jul 2014

  	
   

  	
  113,924,051

  	
   

  
	
  106

  	
   

  	
  Aug 2014

  	
   

  	
  113,080,169

  	
   

  
	
  107

  	
   

  	
  Sep 2014

  	
   

  	
  112,236,287

  	
   

  
	
  108

  	
   

  	
  Oct 2014

  	
   

  	
  111,392,405

  	
   

  
	
  109

  	
   

  	
  Nov 2014

  	
   

  	
  110,548,523

  	
   

  
	
  110

  	
   

  	
  Dec 2014

  	
   

  	
  109,704,641

  	
   

  
	
  111

  	
   

  	
  Jan 2015

  	
   

  	
  108,860,759

  	
   

  
	
  112

  	
   

  	
  Feb 2015

  	
   

  	
  108,016,878

  	
   

  
	
  113

  	
   

  	
  Mar 2015

  	
   

  	
  107,172,996

  	
   

  
	
  114

  	
   

  	
  Apr 2015

  	
   

  	
  106,329,114

  	
   

  
	
  115

  	
   

  	
  May 2015

  	
   

  	
  105,485,232

  	
   

  
	
  116

  	
   

  	
  Jun 2015

  	
   

  	
  104,641,350

  	
   

  
	
  117

  	
   

  	
  Jul 2015

  	
   

  	
  103,797,468

  	
   

  
	
  118

  	
   

  	
  Aug 2015

  	
   

  	
  102,953,586

  	
   

  
	
  119

  	
   

  	
  Sep 2015

  	
   

  	
  102,109,705

  	
   

  
	
  120

  	
   

  	
  Oct 2015

  	
   

  	
  101,265,823

  	
   

  
	
  121

  	
   

  	
  Nov 2015

  	
   

  	
  100,421,941

  	
   

  
	
  122

  	
   

  	
  Dec 2015

  	
   

  	
  $

  	
   99,578,059

  	
   

  
	
  123

  	
   

  	
  Jan 2016

  	
   

  	
  98,734,177

  	
   

  
	
  124

  	
   

  	
  Feb 2016

  	
   

  	
  97,890,295

  	
   

  
	
  125

  	
   

  	
  Mar 2016

  	
   

  	
  97,046,414

  	
   

  
	
  126

  	
   

  	
  Apr 2016

  	
   

  	
  96,202,532

  	
   

  
	
  127

  	
   

  	
  May 2016

  	
   

  	
  95,358,650

  	
   

  
	
  128

  	
   

  	
  Jun 2016

  	
   

  	
  94,514,768

  	
   

  
	
  129

  	
   

  	
  Jul 2016

  	
   

  	
  93,670,886

  	
   

  
	
  130

  	
   

  	
  Aug 2016

  	
   

  	
  92,827,004

  	
   

  
	
  131

  	
   

  	
  Sep 2016

  	
   

  	
  91,983,122

  	
   

  
	
  132

  	
   

  	
  Oct 2016

  	
   

  	
  91,139,241

  	
   

  
	
  133

  	
   

  	
  Nov 2016

  	
   

  	
  90,295,359

  	
   

  
	
  134

  	
   

  	
  Dec 2016

  	
   

  	
  89,451,477

  	
   

  
	
  135

  	
   

  	
  Jan 2017

  	
   

  	
  88,607,595

  	
   

  
	
  136

  	
   

  	
  Feb 2017

  	
   

  	
  87,763,713

  	
   

  
	
  137

  	
   

  	
  Mar 2017

  	
   

  	
  86,919,831

  	
   

  
	
  138

  	
   

  	
  Apr 2017

  	
   

  	
  86,075,949

  	
   

  
	
  139

  	
   

  	
  May 2017

  	
   

  	
  85,232,068

  	
   

  
	
  140

  	
   

  	
  Jun 2017

  	
   

  	
  84,388,186

  	
   

  
	
  141

  	
   

  	
  Jul 2017

  	
   

  	
  83,544,304

  	
   

  
	
  142

  	
   

  	
  Aug 2017

  	
   

  	
  82,700,422

  	
   

  
	
  143

  	
   

  	
  Sep 2017

  	
   

  	
  81,856,540

  	
   

  
	
  144

  	
   

  	
  Oct 2017

  	
   

  	
  81,012,658

  	
   

  
	
  145

  	
   

  	
  Nov 2017

  	
   

  	
  80,168,776

  	
   

  
	
  146

  	
   

  	
  Dec 2017

  	
   

  	
  79,324,895

  	
   

  
	
  147

  	
   

  	
  Jan 2018

  	
   

  	
  78,481,013

  	
   

  
	
  148

  	
   

  	
  Feb 2018

  	
   

  	
  77,637,131

  	
   

  
	
  149

  	
   

  	
  Mar 2018

  	
   

  	
  76,793,249

  	
   

  
	
  150

  	
   

  	
  Apr 2018

  	
   

  	
  75,949,367

  	
   

  
	
  151

  	
   

  	
  May 2018

  	
   

  	
  75,105,485

  	
   

  
	
  152

  	
   

  	
  Jun 2018

  	
   

  	
  74,261,603

  	
   

  
	
  153

  	
   

  	
  Jul 2018

  	
   

  	
  73,417,722

  	
   

  
	
  154

  	
   

  	
  Aug 2018

  	
   

  	
  72,573,840

  	
   

  
	
  155

  	
   

  	
  Sep 2018

  	
   

  	
  71,729,958

  	
   

  
	
  156

  	
   

  	
  Oct 2018

  	
   

  	
  70,886,076

  	
   

  
	
  157

  	
   

  	
  Nov 2018

  	
   

  	
  70,042,194

  	
   

  
	
  158

  	
   

  	
  Dec 2018

  	
   

  	
  69,198,312

  	
   

  
	
  159

  	
   

  	
  Jan 2019

  	
   

  	
  68,354,430

  	
   

  
	
  160

  	
   

  	
  Feb 2019

  	
   

  	
  67,510,549

  	
   

  
	
  161

  	
   

  	
  Mar 2019

  	
   

  	
  66,666,667

  	
   

  
	
  162

  	
   

  	
  Apr 2019

  	
   

  	
  65,822,785

  	
   

  
	
  163

  	
   

  	
  May 2019

  	
   

  	
  64,978,903

  	
   

  
	
  164

  	
   

  	
  Jun 2019

  	
   

  	
  64,135,021

  	
   

  
	
  165

  	
   

  	
  Jul 2019

  	
   

  	
  63,291,139

  	
   

  
	
  166

  	
   

  	
  Aug 2019

  	
   

  	
  62,447,257

  	
   

  
	
  167

  	
   

  	
  Sep 2019

  	
   

  	
  61,603,376

  	
   

  
	
  168

  	
   

  	
  Oct 2019

  	
   

  	
  60,759,494

  	
   

  
	
  169

  	
   

  	
  Nov 2019

  	
   

  	
  59,915,612

  	
   

  
	
  170

  	
   

  	
  Dec 2019

  	
   

  	
  59,071,730

  	
   

  
	
  171

  	
   

  	
  Jan 2020

  	
   

  	
  58,227,848

  	
   

  
	
  172

  	
   

  	
  Feb 2020

  	
   

  	
  57,383,966

  	
   

  
	
  173

  	
   

  	
  Mar 2020

  	
   

  	
  56,540,084

  	
   

  
	
  174

  	
   

  	
  Apr 2020

  	
   

  	
  55,696,203

  	
   

  
	
  175

  	
   

  	
  May 2020

  	
   

  	
  54,852,321

  	
   

  
	
  176

  	
   

  	
  Jun 2020

  	
   

  	
  54,008,439

  	
   

  
	
  177

  	
   

  	
  Jul 2020

  	
   

  	
  53,164,557

  	
   

  
	
  178

  	
   

  	
  Aug 2020

  	
   

  	
  52,320,675

  	
   

  
	
  179

  	
   

  	
  Sep 2020

  	
   

  	
  51,476,793

  	
   

  
	
  180

  	
   

  	
  Oct 2020

  	
   

  	
  50,632,911

  	
   

  
	
  181

  	
   

  	
  Nov 2020

  	
   

  	
  49,789,030

  	
   

  
	
  182

  	
   

  	
  Dec 2020

  	
   

  	
  48,945,148

  	
   

  



 

















 


	
  Period

  	
   

  	
  Payment
  Date

  Occurring In:

  	
   

  	
  Minimum
  Targeted

  Principal Balance

  	
   

  
	
  183

  	
   

  	
  Jan 2021

  	
   

  	
  $

  	
  48,101,266

  	
   

  
	
  184

  	
   

  	
  Feb 2021

  	
   

  	
  47,257,384

  	
   

  
	
  185

  	
   

  	
  Mar 2021

  	
   

  	
  46,413,502

  	
   

  
	
  186

  	
   

  	
  Apr 2021

  	
   

  	
  45,569,620

  	
   

  
	
  187

  	
   

  	
  May 2021

  	
   

  	
  44,725,738

  	
   

  
	
  188

  	
   

  	
  Jun 2021

  	
   

  	
  43,881,857

  	
   

  
	
  189

  	
   

  	
  Jul 2021

  	
   

  	
  43,037,975

  	
   

  
	
  190

  	
   

  	
  Aug 2021

  	
   

  	
  42,194,093

  	
   

  
	
  191

  	
   

  	
  Sep 2021

  	
   

  	
  41,350,211

  	
   

  
	
  192

  	
   

  	
  Oct 2021

  	
   

  	
  40,506,329

  	
   

  
	
  193

  	
   

  	
  Nov 2021

  	
   

  	
  39,662,447

  	
   

  
	
  194

  	
   

  	
  Dec 2021

  	
   

  	
  38,818,565

  	
   

  
	
  195

  	
   

  	
  Jan 2022

  	
   

  	
  37,974,684

  	
   

  
	
  196

  	
   

  	
  Feb 2022

  	
   

  	
  37,130,802

  	
   

  
	
  197

  	
   

  	
  Mar 2022

  	
   

  	
  36,286,920

  	
   

  
	
  198

  	
   

  	
  Apr 2022

  	
   

  	
  35,443,038

  	
   

  
	
  199

  	
   

  	
  May 2022

  	
   

  	
  34,599,156

  	
   

  
	
  200

  	
   

  	
  Jun 2022

  	
   

  	
  33,755,274

  	
   

  
	
  201

  	
   

  	
  Jul 2022

  	
   

  	
  32,911,392

  	
   

  
	
  202

  	
   

  	
  Aug 2022

  	
   

  	
  32,067,511

  	
   

  
	
  203

  	
   

  	
  Sep 2022

  	
   

  	
  31,223,629

  	
   

  
	
  204

  	
   

  	
  Oct 2022

  	
   

  	
  30,379,747

  	
   

  
	
  205

  	
   

  	
  Nov 2022

  	
   

  	
  29,535,865

  	
   

  
	
  206

  	
   

  	
  Dec 2022

  	
   

  	
  28,691,983

  	
   

  
	
  207

  	
   

  	
  Jan 2023

  	
   

  	
  27,848,101

  	
   

  
	
  208

  	
   

  	
  Feb 2023

  	
   

  	
  27,004,219

  	
   

  
	
  209

  	
   

  	
  Mar 2023

  	
   

  	
  26,160,338

  	
   

  
	
  210

  	
   

  	
  Apr 2023

  	
   

  	
  25,316,456

  	
   

  
	
  211

  	
   

  	
  May 2023

  	
   

  	
  24,472,574

  	
   

  
	
  212

  	
   

  	
  Jun 2023

  	
   

  	
  23,628,692

  	
   

  
	
  213

  	
   

  	
  Jul 2023

  	
   

  	
  22,784,810

  	
   

  
	
  214

  	
   

  	
  Aug 2023

  	
   

  	
  21,940,928

  	
   

  
	
  215

  	
   

  	
  Sep 2023

  	
   

  	
  21,097,046

  	
   

  
	
  216

  	
   

  	
  Oct 2023

  	
   

  	
  20,253,165

  	
   

  
	
  217

  	
   

  	
  Nov 2023

  	
   

  	
  19,409,283

  	
   

  
	
  218

  	
   

  	
  Dec 2023

  	
   

  	
  18,565,401

  	
   

  
	
  219

  	
   

  	
  Jan 2024

  	
   

  	
  17,721,519

  	
   

  
	
  220

  	
   

  	
  Feb 2024

  	
   

  	
  16,877,637

  	
   

  
	
  221

  	
   

  	
  Mar 2024

  	
   

  	
  16,033,755

  	
   

  
	
  222

  	
   

  	
  Apr 2024

  	
   

  	
  15,189,873

  	
   

  
	
  223

  	
   

  	
  May 2024

  	
   

  	
  14,345,992

  	
   

  
	
  224

  	
   

  	
  Jun 2024

  	
   

  	
  13,502,110

  	
   

  
	
  225

  	
   

  	
  Jul 2024

  	
   

  	
  12,658,228

  	
   

  
	
  226

  	
   

  	
  Aug 2024

  	
   

  	
  11,814,346

  	
   

  
	
  227

  	
   

  	
  Sep 2024

  	
   

  	
  10,970,464

  	
   

  
	
  228

  	
   

  	
  Oct 2024

  	
   

  	
  10,126,582

  	
   

  
	
  229

  	
   

  	
  Nov 2024

  	
   

  	
  9,282,700

  	
   

  
	
  230

  	
   

  	
  Dec 2024

  	
   

  	
  8,438,819

  	
   

  
	
  231

  	
   

  	
  Jan 2025

  	
   

  	
  7,594,937

  	
   

  
	
  232

  	
   

  	
  Feb 2025

  	
   

  	
  6,751,055

  	
   

  
	
  233

  	
   

  	
  Mar 2025

  	
   

  	
  5,907,173

  	
   

  
	
  234

  	
   

  	
  Apr 2025

  	
   

  	
  5,063,291

  	
   

  
	
  235

  	
   

  	
  May 2025

  	
   

  	
  4,219,409

  	
   

  
	
  236

  	
   

  	
  Jun 2025

  	
   

  	
  3,375,527

  	
   

  
	
  237

  	
   

  	
  Jul 2025

  	
   

  	
  2,531,646

  	
   

  
	
  238

  	
   

  	
  Aug 2025

  	
   

  	
  1,687,764

  	
   

  
	
  239

  	
   

  	
  Sep 2025

  	
   

  	
  843,882

  	
   

  
	
  240

  	
   

  	
  Oct 2025

  	
   

  	
  0

  	
   

  
							



 

















 


Scheduled Targeted Principal
Balance by Period


 


	
  Period

  	
   

  	
  Payment
  Date

  Occurring Inc

  	
   

  	
  Scheduled

  Targeted Principal

  Balance

  	
   

  
	
  0

  	
   

  	
  Closing Date

  	
   

  	
  $

  	
  200,000,000

  	
   

  
	
  1

  	
   

  	
  Nov 2005

  	
   

  	
  200,000,000

  	
   

  
	
  2

  	
   

  	
  Dec 2005

  	
   

  	
  200,000,000

  	
   

  
	
  3

  	
   

  	
  Jan 2006

  	
   

  	
  200,000,000

  	
   

  
	
  4

  	
   

  	
  Feb 2006

  	
   

  	
  198,787,879

  	
   

  
	
  5

  	
   

  	
  Mar 2006

  	
   

  	
  197,575,758

  	
   

  
	
  6

  	
   

  	
  Apr 2006

  	
   

  	
  196,363,636

  	
   

  
	
  7

  	
   

  	
  May 2006

  	
   

  	
  195,151,515

  	
   

  
	
  8

  	
   

  	
  Jun 2006

  	
   

  	
  193,939,394

  	
   

  
	
  9

  	
   

  	
  Jul 2006

  	
   

  	
  192,727,273

  	
   

  
	
  10

  	
   

  	
  Aug 2006

  	
   

  	
  191,515,152

  	
   

  
	
  11

  	
   

  	
  Sep 2006

  	
   

  	
  190,303,030

  	
   

  
	
  12

  	
   

  	
  Oct 2006

  	
   

  	
  189,090,909

  	
   

  
	
  13

  	
   

  	
  Nov 2006

  	
   

  	
  187,878,788

  	
   

  
	
  14

  	
   

  	
  Dec 2006

  	
   

  	
  186,666,667

  	
   

  
	
  15

  	
   

  	
  Jan 2007

  	
   

  	
  185,454,545

  	
   

  
	
  16

  	
   

  	
  Feb 2007

  	
   

  	
  184,242,424

  	
   

  
	
  17

  	
   

  	
  Mar 2007

  	
   

  	
  183,030,303

  	
   

  
	
  18

  	
   

  	
  Apr 2007

  	
   

  	
  181,818,182

  	
   

  
	
  19

  	
   

  	
  May 2007

  	
   

  	
  180,606,061

  	
   

  
	
  20

  	
   

  	
  Jun 2007

  	
   

  	
  179,393,939

  	
   

  
	
  21

  	
   

  	
  Jul 2007

  	
   

  	
  178,181,818

  	
   

  
	
  22

  	
   

  	
  Aug 2007

  	
   

  	
  176,969,697

  	
   

  
	
  23

  	
   

  	
  Sep 2007

  	
   

  	
  175,757,576

  	
   

  
	
  24

  	
   

  	
  Oct 2007

  	
   

  	
  174,545,455

  	
   

  
	
  25

  	
   

  	
  Nov 2007

  	
   

  	
  173,333,333

  	
   

  
	
  26

  	
   

  	
  Dec 2007

  	
   

  	
  172,121,212

  	
   

  
	
  27

  	
   

  	
  Jan 2008

  	
   

  	
  170,909,091

  	
   

  
	
  28

  	
   

  	
  Feb 2008

  	
   

  	
  169,696,970

  	
   

  
	
  29

  	
   

  	
  Mar 2008

  	
   

  	
  168,484,848

  	
   

  
	
  30

  	
   

  	
  Apr 2008

  	
   

  	
  167,272,727

  	
   

  
	
  31

  	
   

  	
  May 2008

  	
   

  	
  166,060,606

  	
   

  
	
  32

  	
   

  	
  Jun 2008

  	
   

  	
  164,848,485

  	
   

  
	
  33

  	
   

  	
  Jul 2008

  	
   

  	
  163,636,364

  	
   

  
	
  34

  	
   

  	
  Aug 2008

  	
   

  	
  162,424,242

  	
   

  
	
  35

  	
   

  	
  Sep 2008

  	
   

  	
  161,212,121

  	
   

  
	
  36

  	
   

  	
  Oct 2008

  	
   

  	
  160,000,000

  	
   

  
	
  37

  	
   

  	
  Nov 2008

  	
   

  	
  158,787,879

  	
   

  
	
  38

  	
   

  	
  Dec 2008

  	
   

  	
  157,575,758

  	
   

  
	
  39

  	
   

  	
  Jan 2009

  	
   

  	
  156,363,636

  	
   

  
	
  40

  	
   

  	
  Feb 2009

  	
   

  	
  155,151,515

  	
   

  
	
  41

  	
   

  	
  Mar 2009

  	
   

  	
  153,939,394

  	
   

  
	
  42

  	
   

  	
  Apr 2009

  	
   

  	
  152,727,273

  	
   

  
	
  43

  	
   

  	
  May 2009

  	
   

  	
  151,515,152

  	
   

  
	
  44

  	
   

  	
  Jun 2009

  	
   

  	
  150,303,030

  	
   

  
	
  45

  	
   

  	
  Jul 2009

  	
   

  	
  149,090,909

  	
   

  
	
  46

  	
   

  	
  Aug 2009

  	
   

  	
  147,878,788

  	
   

  
	
  47

  	
   

  	
  Sep 2009

  	
   

  	
  146,666,667

  	
   

  
	
  48

  	
   

  	
  Oct 2009

  	
   

  	
  145,454,545

  	
   

  
	
  49

  	
   

  	
  Nov 2009

  	
   

  	
  144,242,424

  	
   

  
	
  50

  	
   

  	
  Dec 2009

  	
   

  	
  143,030,303

  	
   

  
	
  51

  	
   

  	
  Jan 2010

  	
   

  	
  141,818,182

  	
   

  
	
  52

  	
   

  	
  Feb 2010

  	
   

  	
  140,606,061

  	
   

  
	
  53

  	
   

  	
  Mar 2010

  	
   

  	
  139,393,939

  	
   

  
	
  54

  	
   

  	
  Apr 2010

  	
   

  	
  138,181,818

  	
   

  
	
  55

  	
   

  	
  May 2010

  	
   

  	
  136,969,697

  	
   

  
	
  56

  	
   

  	
  Jun 2010

  	
   

  	
  135,757,576

  	
   

  
	
  57

  	
   

  	
  Jul 2010

  	
   

  	
  $

  	
  134,545,455

  	
   

  
	
  58

  	
   

  	
  Aug 2010

  	
   

  	
  133,333,333

  	
   

  
	
  59

  	
   

  	
  Sep 2010

  	
   

  	
  132,121,212

  	
   

  
	
  60

  	
   

  	
  Oct 2010

  	
   

  	
  130,909,091

  	
   

  
	
  61

  	
   

  	
  Nov 2010

  	
   

  	
  129,696,970

  	
   

  
	
  62

  	
   

  	
  Dec 2010

  	
   

  	
  128,484,848

  	
   

  
	
  63

  	
   

  	
  Jan 2011

  	
   

  	
  127,272,727

  	
   

  
	
  64

  	
   

  	
  Feb 2011

  	
   

  	
  126,060,606

  	
   

  
	
  65

  	
   

  	
  Mar 2011

  	
   

  	
  124,848,485

  	
   

  
	
  66

  	
   

  	
  Apr 2011

  	
   

  	
  123,636,364

  	
   

  
	
  67

  	
   

  	
  May 2011

  	
   

  	
  122,424,242

  	
   

  
	
  68

  	
   

  	
  Jun 2011

  	
   

  	
  121,212,121

  	
   

  
	
  69

  	
   

  	
  Jul 2011

  	
   

  	
  120,000,000

  	
   

  
	
  70

  	
   

  	
  Aug 2011

  	
   

  	
  118,787,879

  	
   

  
	
  71

  	
   

  	
  Sep 2011

  	
   

  	
  117,575,758

  	
   

  
	
  72

  	
   

  	
  Oct 2011

  	
   

  	
  116,363,636

  	
   

  
	
  73

  	
   

  	
  Nov 2011

  	
   

  	
  115,151,515

  	
   

  
	
  74

  	
   

  	
  Dec 2011

  	
   

  	
  113,939,394

  	
   

  
	
  75

  	
   

  	
  Jan 2012

  	
   

  	
  112,727,273

  	
   

  
	
  76

  	
   

  	
  Feb 2012

  	
   

  	
  111,515,152

  	
   

  
	
  77

  	
   

  	
  Mar 2012

  	
   

  	
  110,303,030

  	
   

  
	
  78

  	
   

  	
  Apr 2012

  	
   

  	
  109,090,909

  	
   

  
	
  79

  	
   

  	
  May 2012

  	
   

  	
  107,878,788

  	
   

  
	
  80

  	
   

  	
  Jun 2012

  	
   

  	
  106,666,667

  	
   

  
	
  81

  	
   

  	
  Jul 2012

  	
   

  	
  105,454,545

  	
   

  
	
  82

  	
   

  	
  Aug 2012

  	
   

  	
  104,242,424

  	
   

  
	
  83

  	
   

  	
  Sep 2012

  	
   

  	
  103,030,303

  	
   

  
	
  84

  	
   

  	
  Oct 2012

  	
   

  	
  101,818,182

  	
   

  
	
  85

  	
   

  	
  Nov 2012

  	
   

  	
  100,606,061

  	
   

  
	
  86

  	
   

  	
  Dec 2012

  	
   

  	
  99,393,939

  	
   

  
	
  87

  	
   

  	
  Jan 2013

  	
   

  	
  98,181,818

  	
   

  
	
  88

  	
   

  	
  Feb 2013

  	
   

  	
  96,969,697

  	
   

  
	
  89

  	
   

  	
  Mar 2013

  	
   

  	
  95,757,576

  	
   

  
	
  90

  	
   

  	
  Apr 2013

  	
   

  	
  94,545,455

  	
   

  
	
  91

  	
   

  	
  May 2013

  	
   

  	
  93,333,333

  	
   

  
	
  92

  	
   

  	
  Jun 2013

  	
   

  	
  92,121,212

  	
   

  
	
  93

  	
   

  	
  Jul 2013

  	
   

  	
  90,909,091

  	
   

  
	
  94

  	
   

  	
  Aug 2013

  	
   

  	
  89,696,970

  	
   

  
	
  95

  	
   

  	
  Sep 2013

  	
   

  	
  88,484,848

  	
   

  
	
  96

  	
   

  	
  Oct 2013

  	
   

  	
  87,272,727

  	
   

  
	
  97

  	
   

  	
  Nov 2013

  	
   

  	
  86,060,606

  	
   

  
	
  98

  	
   

  	
  Dec 2013

  	
   

  	
  84,848,485

  	
   

  
	
  99

  	
   

  	
  Jan 2014

  	
   

  	
  83,636,364

  	
   

  
	
  100

  	
   

  	
  Feb 2014

  	
   

  	
  82,424,242

  	
   

  
	
  101

  	
   

  	
  Mar 2014

  	
   

  	
  81,212,121

  	
   

  
	
  102

  	
   

  	
  Apr 2014

  	
   

  	
  80,000,000

  	
   

  
	
  103

  	
   

  	
  May 2014

  	
   

  	
  78,787,879

  	
   

  
	
  104

  	
   

  	
  Jun 2014

  	
   

  	
  77,575,758

  	
   

  
	
  105

  	
   

  	
  Jul 2014

  	
   

  	
  76,363,636

  	
   

  
	
  106

  	
   

  	
  Aug 2014

  	
   

  	
  75,151,515

  	
   

  
	
  107

  	
   

  	
  Sep 2014

  	
   

  	
  73,939,394

  	
   

  
	
  108

  	
   

  	
  Oct 2014

  	
   

  	
  72,727,273

  	
   

  
	
  109

  	
   

  	
  Nov 2014

  	
   

  	
  71,515,152

  	
   

  
	
  110

  	
   

  	
  Dec 2014

  	
   

  	
  70,303,030

  	
   

  
	
  111

  	
   

  	
  Jan 2015

  	
   

  	
  69,090,909

  	
   

  
	
  112

  	
   

  	
  Feb 2015

  	
   

  	
  67,878,788

  	
   

  
	
  113

  	
   

  	
  Mar 2015

  	
   

  	
  $

  	
  66,666,667

  	
   

  
	
  114

  	
   

  	
  Apr 2015

  	
   

  	
  65,454,545

  	
   

  
	
  115

  	
   

  	
  May 2015

  	
   

  	
  64,242,424

  	
   

  
	
  116

  	
   

  	
  Jun 2015

  	
   

  	
  63,030,303

  	
   

  
	
  117

  	
   

  	
  Jul 2015

  	
   

  	
  61,818,182

  	
   

  
	
  118

  	
   

  	
  Aug 2015

  	
   

  	
  60,606,061

  	
   

  
	
  119

  	
   

  	
  Sep 2015

  	
   

  	
  59,393,939

  	
   

  
	
  120

  	
   

  	
  Oct 2015

  	
   

  	
  58,181,818

  	
   

  
	
  121

  	
   

  	
  Nov 2015

  	
   

  	
  56,969,697

  	
   

  
	
  122

  	
   

  	
  Dec 2015

  	
   

  	
  55,757,576

  	
   

  
	
  123

  	
   

  	
  Jan 2016

  	
   

  	
  54,545,455

  	
   

  
	
  124

  	
   

  	
  Feb 2016

  	
   

  	
  53,333,333

  	
   

  
	
  125

  	
   

  	
  Mar 2016

  	
   

  	
  52,121,212

  	
   

  
	
  126

  	
   

  	
  Apr 2016

  	
   

  	
  50,909,091

  	
   

  
	
  127

  	
   

  	
  May 2016

  	
   

  	
  49,696,970

  	
   

  
	
  128

  	
   

  	
  Jun 2016

  	
   

  	
  48,484,848

  	
   

  
	
  129

  	
   

  	
  Jul 2016

  	
   

  	
  47,272,727

  	
   

  
	
  130

  	
   

  	
  Aug 2016

  	
   

  	
  46,060,606

  	
   

  
	
  131

  	
   

  	
  Sep 2016

  	
   

  	
  44,848,485

  	
   

  
	
  132

  	
   

  	
  Oct 2016

  	
   

  	
  43,636,364

  	
   

  
	
  133

  	
   

  	
  Nov 2016

  	
   

  	
  42,424,242

  	
   

  
	
  134

  	
   

  	
  Dec 2016

  	
   

  	
  41,212,121

  	
   

  
	
  135

  	
   

  	
  Jan 2017

  	
   

  	
  40,000,000

  	
   

  
	
  136

  	
   

  	
  Feb 2017

  	
   

  	
  38,787,879

  	
   

  
	
  137

  	
   

  	
  Mar 2017

  	
   

  	
  37,575,758

  	
   

  
	
  138

  	
   

  	
  Apr 2017

  	
   

  	
  36,363,636

  	
   

  
	
  139

  	
   

  	
  May 2017

  	
   

  	
  35,151,515

  	
   

  
	
  140

  	
   

  	
  Jun 2017

  	
   

  	
  33,939,394

  	
   

  
	
  141

  	
   

  	
  Jul 2017

  	
   

  	
  32,727,273

  	
   

  
	
  142

  	
   

  	
  Aug 2017

  	
   

  	
  31,515,152

  	
   

  
	
  143

  	
   

  	
  Sep 2017

  	
   

  	
  30,303,030

  	
   

  
	
  144

  	
   

  	
  Oct 2017

  	
   

  	
  29,090,909

  	
   

  
	
  145

  	
   

  	
  Nov 2017

  	
   

  	
  27,878,788

  	
   

  
	
  146

  	
   

  	
  Dec 2017

  	
   

  	
  26,666,667

  	
   

  
	
  147

  	
   

  	
  Jan 2018

  	
   

  	
  25,454,545

  	
   

  
	
  148

  	
   

  	
  Feb 2018

  	
   

  	
  24,242,424

  	
   

  
	
  149

  	
   

  	
  Mar 2018

  	
   

  	
  23,030,303

  	
   

  
	
  150

  	
   

  	
  Apr 2018

  	
   

  	
  21,818,182

  	
   

  
	
  151

  	
   

  	
  May 2018

  	
   

  	
  20,606,061

  	
   

  
	
  152

  	
   

  	
  Jun 2018

  	
   

  	
  19,393,939

  	
   

  
	
  153

  	
   

  	
  Jul 2018

  	
   

  	
  18,181,818

  	
   

  
	
  154

  	
   

  	
  Aug 2018

  	
   

  	
  16,969,697

  	
   

  
	
  155

  	
   

  	
  Sep 2018

  	
   

  	
  15,757,576

  	
   

  
	
  156

  	
   

  	
  Oct 2018

  	
   

  	
  14,545,455

  	
   

  
	
  157

  	
   

  	
  Nov 2018

  	
   

  	
  13,333,333

  	
   

  
	
  158

  	
   

  	
  Dec 2018

  	
   

  	
  12,121,212

  	
   

  
	
  159

  	
   

  	
  Jan 2019

  	
   

  	
  10,909,091

  	
   

  
	
  160

  	
   

  	
  Feb 2019

  	
   

  	
  9,696,970

  	
   

  
	
  161

  	
   

  	
  Mar 2019

  	
   

  	
  8,484,848

  	
   

  
	
  162

  	
   

  	
  Apr 2019

  	
   

  	
  7,272,727

  	
   

  
	
  163

  	
   

  	
  May 2019

  	
   

  	
  6,060,606

  	
   

  
	
  164

  	
   

  	
  Jun 2019

  	
   

  	
  4,848,485

  	
   

  
	
  165

  	
   

  	
  Jul 2019

  	
   

  	
  3,636,364

  	
   

  
	
  166

  	
   

  	
  Aug 2019

  	
   

  	
  2,424,242

  	
   

  
	
  167

  	
   

  	
  Sep 2019

  	
   

  	
  1,212,121

  	
   

  
	
  168

  	
   

  	
  Oct 2019

  	
   

  	
  0