Exhibit 10.1


 


CONFORMED COPY


 


 


UCO COMPRESSION 2005 LLC


Issuer


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


Indenture
Trustee


 


 






 


INDENTURE


 


DATED AS OF OCTOBER 28, 2005


 






 

















 


ARTICLE I



DEFINITIONS


 


	
  Section 101.

  	
  Defined Terms

  	
  3

  
	
  Section 102.

  	
  Other Definitional Provisions

  	
  3

  
	
  Section 103.

  	
  Computation of Time Periods

  	
  4

  
	
  Section 104.

  	
  Power of Attorney

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  	
   

  	
   

  
	
  THE NOTES

  
	
   

  	
   

  	
   

  
	
  Section 201.

  	
  Authorization of Notes

  	
  4

  
	
  Section 202.

  	
  Form of Notes; Global Notes.

  	
  5

  
	
  Section 203.

  	
  Execution; Non-Recourse Obligation

  	
  7

  
	
  Section 204.

  	
  Certificate of Authentication

  	
  8

  
	
  Section 205.

  	
  Registration; Registration of
  Transfer and Exchange of Notes.

  	
  8

  
	
  Section 206.

  	
  Mutilated, Destroyed, Lost and
  Stolen Notes

  	
  10

  
	
  Section 207.

  	
  Delivery, Retention and
  Cancellation of Notes

  	
  10

  
	
  Section 208.

  	
  ERISA Deemed Representations

  	
  11

  
	
  Section 209.

  	
  Determination of Requisite
  Global Majority

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  
	
  PAYMENT OF NOTES; ESTABLISHMENT
  OF ACCOUNTS; CONTROL REQUIREMENTS; 

  STATEMENTS TO NOTEHOLDERS

  
	
   

  	
   

  	
   

  
	
  Section 301.

  	
  Principal and Interest

  	
  11

  
	
  Section 302.

  	
  Trust Account

  	
  11

  
	
  Section 303.

  	
  Investment of Monies Held in the
  Transaction Accounts

  	
  21

  
	
  Section 304.

  	
  Control

  	
  22

  
	
  Section 305.

  	
  Reports

  	
  22

  
	
  Section 306.

  	
  Records

  	
  22

  
	
  Section 307.

  	
  CUSIP Numbers.

  	
  23

  
	
  Section 308.

  	
  No Claim.

  	
  23

  
	
  Section 309.

  	
  Compliance with Withholding
  Requirements.

  	
  23

  
	
  Section 310.

  	
  Tax Treatment of Notes.

  	
  23

  
	
  Section 311.

  	
  Rights of Noteholders

  	
  23

  
	
  Section 312.

  	
  Collections and Allocations

  	
  23

  
	
  Section 313.

  	
  Reserve Account.

  	
  24

  
	
  Section 314.

  	
  Letters of Credit.

  	
  25

  
	
  Section 315.

  	
  Purchase Account.

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  
	
  COLLATERAL

  
	
   

  
	
  Section 401.

  	
  Collateral

  	
  26

  
	
  Section 402.

  	
  Pro Rata Interest

  	
  27

  
	
  Section 403.

  	
  Indenture Trustee’s Appointment
  as Attorney-in-Fact; Certain Rights of Control Party.

  	
  28

  
	
  Section 404.

  	
  Release of Security Interest

  	
  30

  



 


i

















 


	
  Section 405.

  	
  Administration of Collateral

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
   

  	
   

  	
   

  
	
  REPRESENTATIONS AND WARRANTIES

  
	
   

  	
   

  	
   

  
	
  Section 501.

  	
  Existence

  	
  31

  
	
  Section 502.

  	
  Authorization

  	
  31

  
	
  Section 503.

  	
  Due Qualification

  	
  32

  
	
  Section 504.

  	
  No Conflict; Legal Compliance

  	
  32

  
	
  Section 505.

  	
  Validity and Binding Effect

  	
  32

  
	
  Section 506.

  	
  Financial Statements

  	
  32

  
	
  Section 507.

  	
  Executive Offices

  	
  32

  
	
  Section 508.

  	
  No Agreements or Contracts

  	
  32

  
	
  Section 509.

  	
  Consents and Approvals

  	
  32

  
	
  Section 510.

  	
  Margin Regulations

  	
  33

  
	
  Section 511.

  	
  Taxes

  	
  33

  
	
  Section 512.

  	
  Other Regulations

  	
  33

  
	
  Section 513.

  	
  Solvency and Separateness.

  	
  33

  
	
  Section 514.

  	
  Insolvency; Fraudulent
  Conveyance

  	
  35

  
	
  Section 515.

  	
  No Default

  	
  35

  
	
  Section 516.

  	
  No Proceedings or Injunctions

  	
  35

  
	
  Section 517.

  	
  Compliance with Law

  	
  36

  
	
  Section 518.

  	
  Title; Liens

  	
  36

  
	
  Section 519.

  	
  Ownership; Subsidiaries

  	
  36

  
	
  Section 520.

  	
  No Partnership

  	
  36

  
	
  Section 521.

  	
  UCC Information

  	
  36

  
	
  Section 522.

  	
  Security Interest
  Representations

  	
  36

  
	
  Section 523.

  	
  Ordinary Course

  	
  37

  
	
  Section 524.

  	
  Stamping and Storage of User
  Contracts

  	
  38

  
	
  Section 525.

  	
  Identification Marks

  	
  38

  
	
  Section 526.

  	
  Intellectual Property

  	
  38

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  	
   

  	
   

  
	
  COVENANTS

  
	
   

  	
   

  	
   

  
	
  Section 601.

  	
  Payment of Principal and
  Interest; Payment of Taxes.

  	
  38

  
	
  Section 602.

  	
  Preservation of Name;
  Maintenance of Office; Jurisdiction of Formation

  	
  38

  
	
  Section 603.

  	
  Corporate Existence

  	
  39

  
	
  Section 604.

  	
  Compliance with Law

  	
  39

  
	
  Section 605.

  	
  Protection of Collateral

  	
  39

  
	
  Section 606.

  	
  Defend Title to Collateral

  	
  40

  
	
  Section 607.

  	
  Enforce Contract Rights

  	
  40

  
	
  Section 608.

  	
  Negative Covenants Regarding
  Collateral (including Related Documents)

  	
  40

  
	
  Section 609.

  	
  Non-Consolidation of the Issuer

  	
  41

  
	
  Section 610.

  	
  No Bankruptcy Petition

  	
  42

  
	
  Section 611.

  	
  Liens

  	
  42

  
	
  Section 612.

  	
  Other Debt

  	
  42

  
	
  Section 613.

  	
  Guarantees, Loans, Advances and
  Other Liabilities

  	
  42

  
	
  Section 614.

  	
  Consolidation, Merger and Sale
  of Assets

  	
  42

  
	
  Section 615.

  	
  Other Agreements

  	
  43

  
	
  Section 616.

  	
  Organizational Documents

  	
  43

  



 


ii

















 


	
  Section 617.

  	
  Capital Expenditures

  	
  43

  
	
  Section 618.

  	
  Permitted Activities; Compliance
  with Organizational Documents

  	
  43

  
	
  Section 619.

  	
  Investment Company Act

  	
  43

  
	
  Section 620.

  	
  Payments of Collateral

  	
  43

  
	
  Section 621.

  	
  Permitted Activities; Compliance
  with Organizational Documents

  	
  43

  
	
  Section 622.

  	
  Notices

  	
  44

  
	
  Section 623.

  	
  Books and Records

  	
  44

  
	
  Section 624.

  	
  Taxes

  	
  44

  
	
  Section 625.

  	
  Subsidiaries

  	
  44

  
	
  Section 626.

  	
  Investments

  	
  45

  
	
  Section 627.

  	
  Use of Proceeds

  	
  45

  
	
  Section 628.

  	
  Asset Base Certificate

  	
  45

  
	
  Section 629.

  	
  Financial Statements

  	
  45

  
	
  Section 630.

  	
  Rule 144A Information

  	
  45

  
	
  Section 631.

  	
  Hedging Requirements

  	
  45

  
	
  Section 632.

  	
  Separate Identity

  	
  47

  
	
  Section 633.

  	
  Annual Perfection Opinion

  	
  47

  
	
  Section 634.

  	
  Identification Marks

  	
  47

  
	
  Section 635.

  	
  Storage of Contract Files

  	
  47

  
	
  Section 636.

  	
  Use of Owner Compressors

  	
  47

  
	
  Section 637.

  	
  Maintenance and Repair of Owner
  Compressors

  	
  48

  
	
  Section 638.

  	
  Alterations.

  	
  48

  
	
  Section 639.

  	
  User Contracts

  	
  49

  
	
  Section 640.

  	
  Loss, Damage or Destruction of
  Owner Compressor.

  	
  49

  
	
  Section 641.

  	
  Intellectual Property Filings

  	
  50

  
	
  Section 642.

  	
  Fixture and Accessions

  	
  50

  
	
  Section 643.

  	
  Contracts with Universal
  Affiliates

  	
  50

  
	
  Section 644.

  	
  Contracts Containing Purchase
  Options

  	
  50

  
	
  Section 645.

  	
  Sales of Owner Compressors to a
  Universal Affiliate

  	
  50

  
	
  Section 646.

  	
  Sales of Owner Compressors to
  Third Parties

  	
  51

  
	
  Section 647.

  	
  Owner Compressors Located
  Outside of the United States

  	
  51

  
	
  Section 648.

  	
  Distributions.

  	
  51

  
	
  Section 649.

  	
  Substitution of Owner
  Compressors

  	
  52

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
   

  	
   

  	
   

  
	
  DISCHARGE OF INDENTURE;
  PREPAYMENTS

  
	
   

  	
   

  	
   

  
	
  Section 701.

  	
  Full Discharge

  	
  52

  
	
  Section 702.

  	
  Prepayment of Notes.

  	
  52

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
   

  	
   

  	
   

  
	
  DEFAULT PROVISIONS AND REMEDIES;
  DECLARATION OF TRIGGER EVENTS

  
	
   

  	
   

  	
   

  
	
  Section 801.

  	
  Event of Default

  	
  54

  
	
  Section 802.

  	
  Acceleration of Stated Maturity;
  Rescission and Annulment

  	
  57

  
	
  Section 803.

  	
  Collection of Indebtedness

  	
  58

  
	
  Section 804.

  	
  Remedies

  	
  59

  
	
  Section 805.

  	
  Indenture Trustee May Enforce
  Claims Without Possession of Notes

  	
  60

  
	
  Section 806.

  	
  Allocation of Money Collected

  	
  60

  
	
  Section 807.

  	
  Limitation on Suits

  	
  60

  
	
  Section 808.

  	
  Right of Holders to Receive
  Principal and Interest

  	
  61

  



 


iii

















 


	
  Section 809.

  	
  Restoration of Rights and
  Remedies

  	
  61

  
	
  Section 810.

  	
  Rights and Remedies Cumulative

  	
  61

  
	
  Section 811.

  	
  Delay or Omission Not Waiver

  	
  61

  
	
  Section 812.

  	
  Control by Requisite Global
  Majority

  	
  61

  
	
  Section 813.

  	
  Waiver of Past Defaults

  	
  62

  
	
  Section 814.

  	
  Undertaking for Costs

  	
  62

  
	
  Section 815.

  	
  Waiver of Stay or Extension Laws

  	
  62

  
	
  Section 816.

  	
  Sale of Collateral

  	
  62

  
	
  Section 817.

  	
  . Action on Notes

  	
  63

  
	
  Section 818.

  	
  Determination of Existence of
  Event of Default for Purposes of Section 302(e)

  	
  63

  
	
  Section 819.

  	
  Waiver of Trigger Event

  	
  63

  
	
  Section 820.

  	
  Notification of Each Series
  Enhancer

  	
  63

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  
	
   

  	
   

  	
   

  
	
  CONCERNING THE INDENTURE TRUSTEE

  
	
   

  	
   

  	
   

  
	
  Section 901.

  	
  Duties of the Indenture Trustee

  	
  64

  
	
  Section 902.

  	
  Certain Matters Affecting the
  Indenture Trustee

  	
  65

  
	
  Section 903.

  	
  Indenture Trustee Not Liable

  	
  66

  
	
  Section 904.

  	
  Indenture Trustee May Own Notes

  	
  67

  
	
  Section 905.

  	
  Indenture Trustee’s Fees and
  Expenses

  	
  67

  
	
  Section 906.

  	
  Eligibility Requirements for the
  Indenture Trustee

  	
  67

  
	
  Section 907.

  	
  Resignation and Removal of the
  Indenture Trustee

  	
  68

  
	
  Section 908.

  	
  Successor Indenture Trustee

  	
  68

  
	
  Section 909.

  	
  Merger or Consolidation of the
  Indenture Trustee

  	
  69

  
	
  Section 910.

  	
  Separate Indenture Trustees,
  Co-Indenture Trustees and Custodians

  	
  69

  
	
  Section 911.

  	
  Representations and Warranties

  	
  70

  
	
  Section 912.

  	
  Indenture Trustee Offices

  	
  72

  
	
  Section 913.

  	
  Notice of Event of Default

  	
  72

  
	
  Section 914.

  	
  Indenture Trustee’s Application
  for Instructions from the Issuer

  	
  72

  
	
  Section 915.

  	
  [Intentionally Left Blank].

  	
  72

  
	
  Section 916.

  	
  Indenture Trustee’s Duties -
  Monthly Tape

  	
  72

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  
	
   

  	
   

  	
   

  
	
  SUPPLEMENTAL INDENTURES;
  AMENDMENTS

  
	
   

  	
   

  	
   

  
	
  Section 1001.

  	
  Supplemental Indentures Not
  Requiring Consent of Holders

  	
  73

  
	
  Section 1002.

  	
  Supplemental Amendment (Not
  Creating a New Series) with Consent of Holders

  	
  74

  
	
  Section 1003.

  	
  Execution of Supplemental
  Indentures

  	
  76

  
	
  Section 1004.

  	
  Effect of Supplemental
  Indentures

  	
  76

  
	
  Section 1005.

  	
  Reference in Notes to Supplemental
  Indentures

  	
  76

  
	
  Section 1006.

  	
  Issuance of Series of Notes

  	
  76

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  
	
   

  	
   

  	
   

  
	
  HOLDERS LISTS

  
	
   

  	
   

  	
   

  
	
  Section 1101.

  	
  Indenture Trustee to Furnish
  Issuer Names and Addresses of Holders

  	
  78

  
	
  Section 1102.

  	
  Preservation of Information;
  Communications to Holders

  	
  78

  



 


iv

















 


	
  ARTICLE XII

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS PROVISIONS

  
	
   

  	
   

  	
   

  
	
  Section 1201.

  	
  Compliance Certificates and
  Opinions

  	
  79

  
	
  Section 1202.

  	
  Form of Documents Delivered to
  Indenture Trustee

  	
  79

  
	
  Section 1203.

  	
  Acts of Holders

  	
  79

  
	
  Section 1204.

  	
  Inspection

  	
  80

  
	
  Section 1205.

  	
  Limitation of Rights

  	
  80

  
	
  Section 1206.

  	
  Severability

  	
  81

  
	
  Section 1207.

  	
  Notices

  	
  81

  
	
  Section 1208.

  	
  Consent to Jurisdiction

  	
  81

  
	
  Section 1209.

  	
  Captions

  	
  82

  
	
  Section 1210.

  	
  Governing Law

  	
  82

  
	
  Section 1211.

  	
  No Petition

  	
  82

  
	
  Section 1212.

  	
  Counterparts

  	
  82

  
	
  Section 1213.

  	
  WAIVER OF JURY TRIAL

  	
  82

  
	
  Section 1214.

  	
  Waiver of Immunity

  	
  82

  
	
  Section 1215.

  	
  Judgment Currency

  	
  82

  
	
  Section 1216.

  	
  Assignment of Rights of a Series
  Enhancer

  	
  83

  
	
  Section 1217.

  	
  Limitation on Payment

  	
  83

  



 


v

















 


Exhibits


 


	
  A

  	
  —

  	
   

  	
  Form of Investment Letter

  
	
  B

  	
  —

  	
   

  	
  Form of Control Agreement

  
	
  C

  	
  —

  	
   

  	
  Form of Officer’s Certificate pursuant to
  Section 404 of the Indenture

  



 


Appendices


 


	
  A

  	
  —

  	
   

  	
  Master Index of Defined Terms

  



 


Schedules


 


	
  1

  	
  —

  	
   

  	
  Perfection Certificate - Issuer

  



 


vi

















 


This Indenture, dated as of
October 28, 2005 (as amended, supplemented or otherwise modified from time
to time as permitted hereby, the “Indenture”), between UCO COMPRESSION 2005
LLC, a limited liability company formed under the laws of the State of Delaware
(together with its successors and permitted assigns, the “Issuer”) and WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as indenture
trustee (together with any successor appointed in accordance with the terms
hereof, the “Indenture Trustee”).


 


GRANTING CLAUSE


 


To secure the payment of all
Outstanding Obligations and the performance and observance by the Issuer of all
of the Issuer’s covenants and agreements contained in this Indenture and all
other Related Documents (all such amounts and other obligations collectively,
the “Secured Obligations”), the Issuer hereby grants, assigns, conveys,
mortgages, pledges, hypothecates and transfers to the Indenture Trustee for the
benefit of the Noteholders, each Letter of Credit Bank, each Series Enhancer
and each Interest Rate Hedge Provider, a security interest in and to, and a
continuing Lien on, all of the Issuer’s right, title and interest in, to and
under the following, whether now owned or existing or hereafter created or
acquired and wherever located:


 


(i)            All Owner Compressors, all
Compressor Related Assets and all rights and remedies of the Issuer under, or
with respect to, the Compressor Related Assets;


 


(ii)           All Securitization Collections and
all amounts, revenues, Proceeds and other sums of money due or to become due,
with respect to the Compressor Related Assets including, without limitation,
(1) all revenues, payments and other moneys, including all insurance
payments and proceeds and claims for losses due, or to become due, to the
Issuer under, and all claims for damages arising out of the breach of any
Compressor Related Asset; (2) the right of the Issuer to terminate,
perform under, or compel performance of the terms of each Compressor Related
Asset; and (3) any guarantee of, or credit support with respect to, each
Compressor Related Asset and any rights of the Issuer in respect of any
subcontracts or assignments permitted under the Related Documents;


 


(iii)          The Contribution Agreement, the
Management Agreement, the Management Guaranty, the Intercreditor Agreement, all
Letters of Credit, all Interest Rate Swap Agreements and all other Related
Documents and all of the Issuer’s rights and remedies (whether directly or as
assignee) under any of the foregoing;


 


(iv)          All Securities Accounts and Deposit
Accounts, including, without limitation, the Trust Account, the Lockbox
Account, the ABS Lockbox Account (if any), the Reserve Account, the Purchase
Account and, for the benefit of the Noteholders and the Series Enhancer for the
related Series only, any Series Account; together with all cash and cash
equivalents, Money, Eligible Investments, Financial Assets, Investment
Property, Securities Entitlements and other instruments or amounts credited to
or deposited from time to time in any of the foregoing;


 


(v)           All Accounts;


 


(vi)          All Chattel Paper;


 


(vii)         All Commercial Tort Claims;


 


(viii)        All Contracts;


 


1

















 


(ix)           All Documents;


 


(x)            All Equipment;


 


(xi)           All General Intangibles and all
Payment Intangibles;


 


(xii)          All Goods;


 


(xiii)         All Instruments;


 


(xiv)        All Intellectual Property;


 


(xv)         All Inventory;


 


(xvi)        All Investment Property;


 


(xvii)       All Letter-of-Credit Rights;


 


(xviii)      All Money;


 


(xix)         All Records;


 


(xx)          All Supporting Obligations;


 


(xxi)         All property of the Issuer held by the
Indenture Trustee including, without limitation, all property of every
description now or hereafter in the possession or custody of or in transit to
the Indenture Trustee for any purpose, including, without limitation,
safekeeping, collection or pledge, for the account of the Issuer, or as to
which the Issuer may have any right or power (but only to the extent such
property relates to the Owner Compressors and other Collateral acquired from
time to time);


 


(xxii)        All insurance proceeds of the Owner
Compressors and the other Collateral and all proceeds of the voluntary or
involuntary disposition of the Owner Compressors and the other Collateral;


 


(xxiii)       Any and all payments made or due to the
Issuer in connection with any requisition, confiscation, condemnation, seizure
or forfeiture of all or any part of the Owner Compressors and the other
Collateral by any Governmental Authority and any other cash or non-cash
receipts from the sale, exchange, collection or other disposition of the Owner
Compressors and the other Collateral; and


 


(xxiv)       To the extent not otherwise included
above, all income, payments and Proceeds of each of the foregoing and all
accessions to, substitutions and replacements for, and rents, profits and
products of each of the foregoing.


 


All of the property described
in this Granting Clause is herein collectively called the “Collateral”.


 


For avoidance of doubt it is expressly
understood and agreed that, to the extent the UCC is revised subsequent to the
date hereof such that the definition of any of the foregoing terms included in
the description of Collateral is changed, the parties hereto desire that any
property which is included in such changed definitions which would not
otherwise be included in the foregoing grant on the date hereof be included in
such grant immediately upon the effective date of such revision, it being the
intention of the


 


2

















 


Issuer that
the description of Collateral set forth above be construed to include the
broadest range of assets. 
Notwithstanding the immediately preceding sentence, the foregoing grant
is intended to apply immediately on the date hereof to all Collateral to
fullest extent permitted by Applicable Law regardless of whether any particular
item of Collateral is currently subject to the UCC.


 


The Issuer hereby irrevocably
authorizes the Indenture Trustee and each Series Enhancer at any time, and from
time to time, to file, without the signature of the Issuer, in any filing
office in any jurisdiction necessary or desirable to perfect the security
interests and Liens granted herein or in any other Related Documents any
financing statements (including any such financing statement claiming a
security interest in all assets of the Issuer), continuation statements and
amendments thereto that (i) indicate or describe the Collateral regardless of
whether any particular asset comprised in the Collateral falls within the scope
of Article 9 of the UCC, in the same manner as described herein or in any other
manner as the Indenture Trustee or any Series Enhancer may determine in its
sole discretion is necessary or desirable to ensure the perfection of the
security interests and Liens granted herein, or (ii) provide any other
information required by Article 9 of the UCC for the sufficiency or filing
office acceptance of any financing statement or amendment, including whether
the Issuer is an organization, the type of organization and any organizational
identification number issued to the Issuer. 
The Issuer agrees to furnish any such information to the Indenture
Trustee or any Series Enhancer promptly upon the request from the Indenture
Trustee or such Series Enhancer.  The
Issuer also ratifies its authorization for the Indenture Trustee or any Series
Enhancer to have filed in any jurisdiction any like initial financing
statements or amendments thereto if filed prior to the date hereof.  Nothing in the foregoing shall be deemed to
create an obligation of the Indenture Trustee to file any financing statements,
continuation statements or amendments thereto.


 


ARTICLE I



DEFINITIONS


 


Section 101.           Defined Terms.  Capitalized terms used in this Indenture shall
have the meanings given to such terms in Appendix A hereto, as such Appendix
may be amended, restated, supplemented or otherwise modified from time to time
in accordance with the provisions of this Indenture, and the rules of usage set
forth in Appendix A shall apply to this Indenture.


 


Section 102.           Other Definitional Provisions.  (a)  With respect to any Series, all
terms used herein and not otherwise defined herein shall have meanings ascribed
to such terms in the related Supplement.


 


(b)      All terms defined in this
Indenture shall have the defined meanings when used in any agreement,
certificate or other document made or delivered pursuant hereto, including any
Supplement, unless otherwise defined therein.


 


(c)      As used in this Indenture
and in any certificate or other document made or delivered pursuant hereto or
thereto, accounting terms not defined in this Indenture or in any such
certificate or other document, and accounting terms partly defined in this
Indenture or in any such certificate or other document to the extent not
defined, shall have the respective meanings given to them under GAAP
consistently applied.  To the extent that
the definitions of accounting terms in this Indenture or in any such
certificate or other document are inconsistent with the meanings of such terms
under GAAP or regulatory accounting principles, the definitions contained in
this Indenture or in any such certificate or other document shall control.


 


3

















 


(d)      With respect to any Collection
Period, the “related Record Date,” the “related Determination Date,” and the “related
Payment Date,” shall mean, respectively, the Record Date occurring on the last
Business Day of such Collection Period and the Determination Date and Payment
Date next following the end of such Collection Period.


 


(e)      With respect to any
Series of Notes, the “related Supplement” shall mean the Supplement pursuant to
which such Series of Notes is issued and the “related Series Enhancer” shall
mean the Series Enhancer for such Series of Notes.


 


(f)       All references to the
Manager’s financial statements shall mean the consolidated financial statements
of the Manager and its consolidated subsidiaries.


 


(g)      With respect to any ratio
analysis required to be performed as of the most recently completed fiscal
quarter, the most recently completed fiscal quarter shall mean the most recent fiscal
quarter for which financial statements were required hereunder to have been
delivered.


 


(h)      With respect to the
calculations of the ratios set forth in this Indenture, the components of such
calculations are to be determined in accordance with GAAP, consistently
applied, with respect to the Manager.


 


Section 103.           Computation of Time Periods.  Unless otherwise stated in this Indenture or
any Supplement issued pursuant to the terms hereof, in the computation of a
period of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each means “to but
excluding.”


 


Section 104.           Power of Attorney.    The Issuer hereby appoints the Indenture
Trustee as its designee for purposes of exercising any power of attorney or
right granted by the Manager pursuant to the Management Agreement.


 


ARTICLE II



THE NOTES


 


Section 201.           Authorization of Notes.  (a)  The number of Series or
Classes of Notes which may be created by this Indenture is not limited; provided, however, that, the issuance of
any Series of Notes shall (i) comply with the provisions of Section 1006 hereof
and (ii) not result in, or with the giving of notice or the passage of time or
both would result in, the occurrence of a Trigger Event.  The aggregate principal amount of Notes of
each Series which may be issued, authenticated and delivered under this
Indenture is not limited except as shall be set forth in any Supplement and as
restricted by the provisions of this Indenture.


 


(b)      The Notes issuable under
this Indenture shall be issued in such Series, and such Class or Classes within
a Series, as may from time to time be created by Supplement pursuant to this
Indenture.  Each Series shall be created
by a different Supplement and shall be designated, upon the face thereof, to
differentiate the Notes of such Series from the Notes of any other Series.  All of the Notes of a Series shall be
identical except to the extent set forth in the related Supplement.  The Issuer intends that each such Note shall
constitute a “security” within the meaning of Article 8 of the UCC.


 


(c)      Upon satisfaction of and
compliance with the requirements and conditions to closing set forth in the
related Supplement, Notes of the Series to be executed and delivered on a
particular Series Issuance Date pursuant to such related Supplement, may be
executed by the Issuer and


 


4

















 


delivered
to the Indenture Trustee for authentication following the execution and
delivery of the related Supplement creating such Series or from time to time
thereafter, and the Indenture Trustee shall authenticate and deliver Notes upon
an Issuer request set forth in an Officer’s Certificate of the Issuer signed by
one of its Authorized Signatories, without further action on the part of the
Issuer.


 


Section 202.           Form of Notes; Global Notes.


 


(a)      Notes of any Series or
Class may be issued, authenticated and delivered, at the option of the Issuer,
as Public Global Notes, Rule 144A Global Notes, or Definitive Notes or as may
otherwise be set forth in a Supplement, and the form of such Notes shall be
substantially in the form attached as an exhibit to the related
Supplement.  Notes of each Series shall
be dated the date of their authentication and shall bear interest at such rate,
be payable as to principal, premium, if any, and interest on such date or dates,
and shall contain such other terms and provisions as shall be established in
the related Supplement.  Except as
otherwise provided in any Supplement, the Notes shall be issued in minimum
denominations of $1,000,000 and in integral multiples of $1,000,000 in excess
thereof; provided that one Note of each Class may be issued in a nonstandard
denomination.


 


(b)      If the Issuer shall
choose to issue Public Global Notes or Rule 144A Global Notes, such notes shall
be issued in the form of one or more Public Global Notes or one or more Rule
144A Global Notes which (i) shall represent, and shall be denominated in
an aggregate amount equal to, the aggregate principal amount of all Notes to be
issued hereunder, (ii) shall be delivered as one or more Notes held by the
Book Entry Custodian, or, if appointed to hold such Notes as provided below,
the Notes shall be registered in the name of the Depositary or its nominee,
(iii) shall be substantially in the form of the exhibits attached to the
related Supplement, with such changes therein as may be necessary to reflect
that each such Note is a Global Note, and (iv) shall each bear a legend
substantially to the effect included in the form of the exhibits attached to
the related Supplement.


 


(c)      Notwithstanding any other
provisions of this Section 202 or of Section 205, unless and until a
Global Note is exchanged in whole for Definitive Notes, a Global Note may be
transferred, in whole, but not in part, and in the manner provided in this
Section 202, only by (i) the Depositary to a nominee of such Depositary,
or (ii) by a nominee of such Depositary to such Depositary or another nominee
of such Depositary or (iii) by such Depositary or any such nominee to a
successor Depositary selected or approved by the Issuer or to a nominee of such
successor Depositary or in the manner specified in Section 202(d).  The Depositary shall order the Note Registrar
to authenticate and deliver any Book Entry Notes and any Global Note for each
Class of Notes having an aggregate initial outstanding principal balance equal
to the initial outstanding balance of such Class.  Note Owners shall hold their respective
Ownership Interests in and to such Notes through the book-entry facilities of
the Depositary.  Without limiting the
foregoing, any Note Owners shall hold their respective Ownership Interests, if
any, in Public Global Notes only through Depositary Participants.


 


(d)      If (i) the Issuer elects
to issue Definitive Notes, (ii) the Depositary for the Notes represented by one
or more Global Notes at any time notifies the Issuer that it is unwilling or
unable to continue as Depositary of the Notes or if at any time the Depositary
shall no longer be a clearing agency registered under the Exchange Act and any
other applicable statute or regulation, and a successor Depositary is not
appointed or approved by the Issuer within 90 days after the Issuer receives
such notice or becomes aware of such condition, as the case may be, (iii) the
Indenture Trustee, at the direction of the Control Party for a Series of Notes,
elects to terminate the book-entry system through the Depositary with respect
to such Series, or (iv) after an Event of Default or a Manager Default,
Noteholders representing more than fifty percent (50%) of a Series notify the
Depositary, or Book Entry Custodian, as the case may be, in writing that the
continuation of a book-entry system through the Depositary, or the Book Entry
Custodian, as the case may be, is no longer in the best interest of the


 


5

















 


Noteholders
of such Series, the Issuer will promptly execute, and the Indenture Trustee,
upon receipt of an Officer’s Certificate evidencing such determination by the
Issuer, will promptly authenticate and make available for delivery, Definitive
Notes without coupons, in authorized denominations and in an aggregate
principal amount equal to the principal amount of the Global Note then
outstanding in exchange for such Global Note or as an original issuance of
Notes and this Section 202(d) shall no longer be applicable to the Notes.  Upon the exchange of the Global Notes for
such Definitive Notes without coupons, in authorized denominations, such Global
Notes shall be canceled by the Indenture Trustee.  All Definitive Notes shall be issued without
coupons.  Such Definitive Notes in
definitive form issued in exchange of the Global Notes pursuant to this
Section 202(d) shall be registered in such names and in such authorized
denominations as the Depositary in the case of an exchange or the Note
Registrar in the case of an original issuance, pursuant to instructions from
its direct or indirect participants or otherwise, shall instruct the Indenture
Trustee.  The Indenture Trustee may
conclusively rely on any such instructions furnished by the Depositary or the
Note Registrar, as the case may be, and shall not be liable for any delay in
delivery of such instructions.  The
Indenture Trustee shall make such Notes available for delivery to the Persons
in whose names such Notes are so registered.


 


(e)      As long as the Notes outstanding are represented by one or more
Global Notes:


 


(i)            the Note Registrar
and the Indenture Trustee may deal with the Depositary for all purposes
(including the payment of principal of and interest on the Notes) as the
authorized representative of the Note Owners;


 


(ii)           the rights of Note
Owners shall be exercised only through the Depositary and shall be limited to
those established by law and agreements between such Note Owners and the
Depositary and/or the Depositary Participants. 
Unless and until Definitive Notes are issued, the Depositary will make
book-entry transfers among the Depositary Participants and receive and transmit
payments of principal of, and interest on, the Notes to such Depositary
Participants; and


 


(iii)          whenever this
Indenture requires or permits actions to be taken based upon instructions or
directions of Holders of Notes evidencing a specified percentage of the voting
rights of a particular Series, the Depositary shall be deemed to represent such
percentage only to the extent that it has received instructions to such effect
from Note Owners and/or Depositary Participants owning or representing,
respectively, such required percentage of the beneficial interest in such
Series of Notes (or Class of Notes) and has delivered such instruction to the
Indenture Trustee.


 


(f)       Whenever a notice or
other communication to the Noteholders is required under this Indenture, unless
and until Notes have been issued in definitive form to Note Owners, the
Indenture Trustee shall give all such notices and communications to the Depositary,
with a copy to each Series Enhancer.


 


(g)      The Indenture Trustee is
hereby initially appointed as the Book Entry Custodian and hereby agrees to act
as such in accordance with the agreement that it has with the Depositary
authorizing it to act as such.  The Book
Entry Custodian may, and, if it is no longer qualified to act as such, the Book
Entry Custodian shall, appoint, by written instrument delivered to the Issuer
and the Depositary, any other transfer agent (including the Depositary or any
successor Depositary) to act as Book Entry Custodian under such conditions as
the predecessor Book Entry Custodian and the Depositary or any successor
Depositary may prescribe, provided
that the predecessor Book Entry Custodian shall not be relieved of any of its
duties or responsibilities by reason of any such appointment of other than the
Depositary.  If the Indenture Trustee
resigns or is removed in accordance


 


6

















 


with
the terms hereof, the successor Indenture Trustee or, if it so elects, the
Depositary shall immediately succeed to its predecessor’s duties as Book Entry
Custodian.  The Issuer and the Series
Enhancer for any Series shall have the right to inspect, and to obtain copies
of, any Notes held as Book-Entry Notes by the Book Entry Custodian.


 


(h)      No transfer of any Class
of Note or interest therein shall be made unless that transfer is made pursuant
to an effective registration statement under the Securities Act, and effective
registration or qualification under applicable state securities laws, or is
made in a transaction that does not require such registration or
qualification.  If a transfer of any
Definitive Note is to be made without registration under the Securities Act
(other than in connection with the initial issuance thereof or a transfer
thereof by the Depositary or one of its Affiliates), then the Note Registrar
shall refuse to register such transfer unless it receives (and upon receipt,
may conclusively rely upon) either:  (i)
a certificate from such Noteholder substantially in the form attached as
Exhibit A hereto or such other certification reasonably acceptable to the
Indenture Trustee and a certificate from such Noteholder’s prospective
transferee substantially in the form attached as Exhibit A hereto or such other
certification reasonably acceptable to the Indenture Trustee; or (ii) an
Opinion of Counsel satisfactory to the Indenture Trustee (which Opinion of
Counsel shall not be an expense of the Issuer or any Affiliate thereof) to the
effect that such transfer may be made without registration under the Securities
Act, together with the written certification(s) as to the facts surrounding
such transfer from the Noteholder desiring to effect such transfer and/or such
Noteholder’s prospective transferee on which such Opinion of Counsel is
based.  If such a transfer of any
interest in a Book-Entry Note is to be made without registration under the
Securities Act, the transferor will be deemed to have made each of the
representations and warranties set forth on Exhibit A hereto in respect of such
interest as if it was evidenced by a Definitive Note and the transferee will be
deemed to have made each of the representations and warranties set forth in
either Exhibit A hereto in respect of such interest as if it was evidenced by a
Definitive Note.  None of the Depositary,
the Issuer, the Indenture Trustee or the Note Registrar is obligated to
register or qualify any Class of Notes under the Securities Act or any other
securities law or to take any action not otherwise required under this
Indenture to permit the transfer of any Note or interest therein without
registration or qualification.  Any
Noteholder or Note Owner desiring to effect such a transfer shall, and does
hereby agree to, indemnify the Depositary, the Issuer, the Indenture Trustee,
each Series Enhancer and the Note Registrar against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.


 


Section 203.           Execution; Non-Recourse Obligation.  The Notes shall be executed on behalf of the
Issuer by manual or facsimile signature of an Authorized Signatory of the
Issuer.  The Notes shall be dated the
date of their authentication by the Indenture Trustee.


 


In case any Authorized Signatory
of the Issuer whose signature or facsimile signature shall appear on the Notes
shall cease to be an Authorized Signatory of the Issuer before the
authentication by the Indenture Trustee or the delivery of such Notes, such
signature or facsimile signature shall nevertheless be valid, sufficient and
binding for all purposes.


 


All Notes and the interest
thereon shall be limited recourse obligations of the Issuer and shall be
secured by all of the Issuer’s right, title and interest in the
Collateral.  The Notes shall never
constitute obligations of the Indenture Trustee, the Contributor, the Manager,
the Seller, any Series Enhancer or of any shareholder or any Affiliate of any
such Person (other than the Issuer) or any officers, directors, employees or
agents of any thereof, and no recourse may be had under or upon any obligation,
covenant or agreement of this Indenture, any Supplement or of any Notes, or for
any claim based thereon or otherwise in respect thereof, against any
incorporator or against any past, present, or future owner, partner of an owner
or any officer, employee or director thereof or of any successor entity, or any
other Person, either directly or through the Issuer, whether by virtue of any
constitution, statute or rule of law,


 


7

















 


or by the
enforcement of any assessment or penalty or otherwise; it being expressly
agreed that this Indenture and the obligations issued hereunder and under any
Supplements hereto are solely obligations of the Issuer, and that no such
personal liability whatever shall attach to, or is or shall be incurred by, any
other Person under or by reason of this Indenture, any Supplement or any Notes
or implied therefrom, or for any claim based thereon or in respect thereof, all
such liability and any and all such claims being hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issuance of such Notes. 
Except as may be provided in any Supplement, no Person other than the
Issuer shall be liable for any obligation of the Issuer under this Indenture or
any Note or any losses incurred by any Noteholder.


 


Section 204.           Certificate of Authentication.  No Notes shall be secured hereby or entitled
to the benefit hereof or shall be or become valid or obligatory for any purpose
unless there shall be endorsed thereon by manual signature a certificate of
authentication by the Indenture Trustee, substantially in the form set forth in
the form of Note attached to the related Supplement.  Such certificate on any Note issued by the
Issuer shall be conclusive evidence and the only competent evidence that it has
been duly authenticated and delivered hereunder.


 


At the written direction of the
Issuer, the Indenture Trustee shall authenticate and deliver the Notes.  The Notes shall be dated the date of
authentication and delivery thereto by the Indenture Trustee.  It shall not be necessary that the same Authorized
Signatory of the Indenture Trustee execute the certificate of authentication on
each of the Notes.


 


Section 205.           Registration; Registration of
Transfer and Exchange of Notes.


 


(a)      The Indenture Trustee
shall keep at its Corporate Trust Office books in written form for the
registration and transfer or exchange of the Notes (the “Note Register”).  The Issuer hereby appoints the Indenture
Trustee as its registrar (the “Note Registrar”) and transfer agent to keep such
books and make such registrations and transfers or exchanges as are hereinafter
set forth in this Section 205 and also authorizes and directs the Indenture
Trustee to provide, upon written request by the Deal Agent or any Series
Enhancer, a copy of such registration record to the Deal Agent or such Series
Enhancer, as the case may be.  The names
and addresses of the Holders of all Notes and all transfers of, and the names
and addresses of the transferee of, all Notes will be registered in such Note
Register.  The Person in whose name any
Note is registered shall be deemed and treated as the owner and Holder thereof
for all purposes of this Indenture, and the Indenture Trustee, any related
Series Enhancer and the Issuer shall not be affected by any notice or knowledge
to the contrary.  If a Person other than
the Indenture Trustee is appointed by the Issuer to maintain the Note Register,
the Issuer will give the Indenture Trustee, the Deal Agent and any Series
Enhancer prompt written notice of such appointment and of the location, and any
change in the location, of the successor note registrar, and the Indenture
Trustee, the Deal Agent and any related Series Enhancer shall have the right to
inspect the Note Register at all reasonable times and to obtain copies thereof,
and the Indenture Trustee shall have the right to conclusively rely upon a
certificate executed on behalf of such successor note registrar by an officer
thereof as to the names and addresses of the Noteholders and Series, Class and
the principal amounts and number of such Notes.


 


(b)      Payments of principal,
premium, if any, and interest on any Note shall be payable on each Payment Date
only to the registered Holder thereof on the Record Date immediately preceding
such Payment Date.  The principal of,
premium, if any, and interest on each Note shall be payable at the Corporate
Trust Office of the Indenture Trustee in immediately available funds in such
coin or currency of the United States of America as at the time for payment
shall be legal tender for the payment of public and private debts.  Notwithstanding the foregoing or any
provision in any Note to the contrary, if so requested by the registered Holder
of any Note by written notice to the Indenture


 


8

















 


Trustee,
all amounts payable to such registered Holder may be paid either (i) by
crediting the amount to be distributed to such registered Holder to an account
maintained by such registered Holder with the Indenture Trustee or by
transferring such amount by wire to such other bank in the United States,
including a Federal Reserve Bank, as shall have been specified in such notice,
for credit to the account of such registered Holder maintained at such bank, or
(ii) by mailing a check to such address as such Holder shall have
specified in such notice, in either case (subject to the provisions of
Section 207 hereof) without any presentment or surrender of such Note to
the Indenture Trustee at the Corporate Trust Office of the Indenture Trustee.


 


(c)      Upon surrender for
registration of transfer of any Note at the Corporate Trust Office and subject
to the conditions of this Section 205 the Issuer shall execute and the
Indenture Trustee or its agent, upon written request, shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Notes of the same Class, of any authorized denominations and of a like
aggregate original principal amount.


 


(d)      All Notes issued upon any
registration of transfer or exchange of Notes shall be the legal, valid and
binding obligations of the Issuer, evidencing the same debt, and entitled to
the same benefits under this Indenture and any Supplement, as the Notes
surrendered upon such registration of transfer or exchange.


 


(e)      Every Note presented or
surrendered for registration of transfer or for exchange shall (if so required
by the Issuer or the Indenture Trustee) be duly endorsed, or be accompanied by
a written instrument of transfer in form satisfactory to the Issuer and the
Indenture Trustee duly executed, by the Holder thereof or his attorney duly
authorized in writing.


 


(f)       Any service charge, fees
or expenses made or expense incurred by the Indenture Trustee for any such
registration, discharge from registration or exchange referred to in this
Section 205 shall be paid by the Noteholder. 
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 therewith.


 


(g)      If Notes are issued or
exchanged in definitive form under Section 202, such Notes will not be
registered by the Indenture Trustee unless each Prospective Owner provides the
Manager, the Issuer, the Indenture Trustee and any Replacement Manager with a
written representation that the statements in either subsections (1) or (2) of
Section 208 is an accurate representation as to all sources of funds to be used
to pay the purchase price of the Notes.


 


(h)      No transfer of a Note
shall be deemed effective unless (x) the transferee of such Note has
certified (or shall have been deemed to have certified) that it is not a
Competitor and (y) the registration and prospectus delivery requirements
of Section 5 of the Securities Act and any applicable state securities or “Blue
Sky” laws are complied with, or such transfer is exempt from the registration
and prospectus delivery requirements under the Securities Act and such
laws.  In the event that a transfer is to
be made without registration or qualification, such Noteholder’s prospective
transferee shall deliver to the Indenture Trustee an investment letter
substantially in the form of Exhibit A hereto (the “Investment Letter”).  The Indenture Trustee is not under any
obligation to register the Notes under the Securities Act or any other
securities law or to bear any expense with respect to such registration by any
other Person or monitor compliance of any transfer with the securities laws of
the United States, regulations promulgated in connection thereto or ERISA
unless the Notes are issued or exchanged in definitive form under Section 202.


 


9

















 


(i)       Notwithstanding the
foregoing, the restrictions set forth in clauses (g) and (h) of Section 205
hereof shall not be applicable to any transfer of any Note (or an interest
therein) by (i) any Noteholder to any liquidity provider as provided in the
Supplement for a Series of Warehouse Notes, (ii) any Noteholder to any Series
Enhancer with respect to such Series of Notes, or (iii) at any time any
Reimbursement Amounts are owing to a Series Enhancer, any Series Enhancer to
any subsequent Noteholder.


 


Section 206.           Mutilated, Destroyed, Lost and
Stolen Notes.  (a)  If
(i) any mutilated Note is surrendered to the Indenture Trustee or the Note
Registrar, or the Indenture Trustee receives evidence to its satisfaction of
the destruction, loss or theft of any Note, and (ii) there is delivered to
the Indenture Trustee, the Issuer or each Series Enhancer with respect to such
Note, such security or indemnity as the Indenture Trustee, the Issuer and such
Series Enhancer may require to hold the Indenture Trustee, the Issuer and such Series
Enhancer (and any agent of any of them) harmless (the unsecured indemnity of a
Rated Institutional Noteholder being deemed satisfactory for such purpose),
then the Issuer shall execute and the Indenture Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Note, a replacement Note of the same Series and Class and maturity and
of like terms as the mutilated, destroyed, lost or stolen Note; provided, however, that if any such
destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or
within thirty (30) days shall be or become due and payable, the Issuer may pay
such destroyed, lost or stolen Note when so due or payable instead of issuing a
replacement Note.


 


(b)      If, after the delivery of
such replacement Note, or payment of a destroyed, lost or stolen Note pursuant
to the proviso to the preceding sentence, a bona fide purchaser of the original
Note in lieu of which such replacement Note was issued presents for payment
such original Note, the Issuer, the related Series Enhancer for such Series and
the Indenture Trustee shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any and all loss, damage, cost or
expense incurred by the Issuer or the Indenture Trustee in connection
therewith.


 


(c)      The Indenture Trustee and
the Issuer may, for each new Note authenticated and delivered under the
provisions of this Section 206, require the advance payment by the Noteholder
of the expenses, including counsel fees, service charges and any tax or
governmental charge which may be incurred by the Indenture Trustee or the
Issuer.  Any Note issued under the
provisions of this Section 206 in lieu of any Note alleged to be destroyed,
mutilated, lost or stolen, shall be equally and proportionately entitled to the
benefits of this Indenture with all other Notes of the same Series and
Class.  The provisions of this Section
206 are exclusive and shall preclude (to the extent lawful) all other rights
and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes.


 


Section 207.           Delivery, Retention and
Cancellation of Notes.  Each
Noteholder is required, and hereby agrees, to surrender to the Indenture
Trustee, prior to the Legal Final Maturity Date for such Series, any Note on
which the final payment due thereon has been made.  Any such Note as to which the Indenture
Trustee has made or holds the final payment thereon shall be deemed canceled
and, unless any unreimbursed payment on such Note has been made by a Series
Enhancer for such Series, shall no longer be Outstanding for any purpose of
this Indenture, whether or not such Note is ever returned to the Indenture
Trustee.  Matured Notes delivered upon
final payment to the Indenture Trustee and any Notes transferred or exchanged
for other Notes shall be canceled and disposed of by the Indenture Trustee in
accordance with its policy of disposal and the Indenture Trustee shall promptly
deliver to the Issuer such canceled Notes upon reasonable prior written
request.  If the Indenture Trustee shall
acquire, for its own account, any of the Notes, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such
Notes.  If the Issuer shall acquire any
of the Notes, such acquisition shall operate as a redemption or satisfaction of
the indebtedness represented by such Notes. 
Notes which


 


10

















 


have been canceled by the Indenture Trustee
in accordance with the terms of this Indenture shall be deemed paid and
discharged for all purposes under this Indenture.


 


Section 208.           ERISA Deemed Representations.  Each prospective initial Noteholder acquiring
Notes, each prospective transferee acquiring the Notes, and each prospective
owner (or transferee thereof) of a beneficial interest in Notes (each, a “Prospective
Owner”) will be deemed to have represented by such purchase to the Issuer, the
Indenture Trustee, the Manager and any Replacement Manager that either (i) it
is not acquiring the Notes with the assets of a Plan or (ii) the acquisition
and holding of the Notes will not give rise to a nonexempt prohibited
transaction under Section 406(a) of ERISA or Section 4975 of the Code.


 


Section 209.           Determination of Requisite Global
Majority.  A requisite global
majority (a “Requisite Global Majority”) shall exist with respect to any action
proposed to be taken pursuant to the terms of the Indenture or any Supplement
if: (a) the Control Party or Control Parties, as the case may be,
representing in aggregate more than fifty percent (50%) of the then Aggregate
Note Principal Balance shall approve or direct such proposed action (in making
such a determination the following rules shall be employed: (i) for purposes of
measuring the Aggregate Note Principal Balance, a Series of Warehouse Notes for
which the Commitment Termination Date has not occurred shall be deemed to have
an unpaid principal balance equal to the aggregate Existing Commitment of such
Series, and (ii) each Control Party of a Series shall be deemed to have voted
the entire unpaid principal balance of all Notes of the related Series in favor
of, or in opposition to, such proposed action, as the case may be); and
(b) unless Control Parties representing in aggregate more than sixty-six
and two thirds percent (66 2/3%) of the Aggregate Note Principal Balance shall
have approved or directed such proposed action, each Series Enhancer with
respect to each Series of Notes, regardless of whether a Series Enhancer Default
with respect to such Series Enhancer shall have occurred and be continuing as
of any date of determination, shall have also approved or directed such
proposed action.


 


Except as otherwise provided in
Section 1002, the Indenture Trustee, provided it has sent out notices in
accordance with this Indenture, shall act as directed by the Requisite Global
Majority.  In addition, the Indenture
Trustee shall not have any liability for failing to act if not directed by the
Requisite Global Majority in a reasonably timely manner.  By acceptance of a Note, each Noteholder and
Note Owner agree to the foregoing provisions.


 


ARTICLE III



PAYMENT OF NOTES; ESTABLISHMENT OF ACCOUNTS; CONTROL REQUIREMENTS; STATEMENTS
TO NOTEHOLDERS


 


Section 301.           Principal and Interest.  Distributions of principal, premium, if any,
and interest on any Series or Class of Notes shall be made to Noteholders of
each Series and Class as set forth in Section 302 of this Indenture and the
related Supplement.  The Overdue Rate for
the Note of any Series shall be as set forth in the related Supplement.  If interest or principal amounts are paid by
a Series Enhancer, then the Default Fee shall be owed to such Series Enhancer
and shall not be paid to applicable Noteholders of such Series. If a Series
Enhancer shall have failed to pay interest or principal amounts when due in
accordance with the terms of any applicable Enhancement Agreement, then any
such Default Fee shall be payable to the Noteholders of such Series.


 


Section 302.           Trust Account.  (a)  On or prior to the Closing
Date, the Indenture Trustee shall establish and maintain the Trust Account with
Wells Fargo Bank, National Association until all Outstanding Obligations and
all amounts owing by the Issuer pursuant to the terms of each Enhancement Agreement
and each Interest Rate Swap Agreement have been paid in full.  The Trust


 


11

















 


Account shall be in the name of the Indenture
Trustee, on behalf of the Noteholders, each Letter of Credit Bank, each Interest
Rate Hedge Provider and each Series Enhancer, pursuant to the terms of this
Indenture. Neither the Issuer nor the Indenture Trustee shall establish any
additional Trust Accounts or other bank or investment accounts without the
prior written consent of each Letter of Credit Bank and each Series Enhancer.  The Issuer shall promptly notify each
Interest Rate Hedge Provider of any new or additional Trust Account established
subsequent to the Closing Date.


 


(b)      The Issuer shall cause
all Securitization Collections (whether received directly by the Issuer or on
deposit from time to time in the Lockbox Account or the ABS Lockbox Account) to
be deposited into the Trust Account or, to the extent provided herein, the
Purchase Account.


 


(c)      The Issuer hereby directs
and authorizes the Indenture Trustee, upon the Indenture Trustee’s receipt of
any written request to such effect from the Manager pursuant to the terms of
Section 7.3 of the Management Agreement and subject to the provisions of this
Section 302(c), to distribute to the Manager from the Trust Account on a
Business Day other than a Payment Date funds in an amount equal to the sum of
(i) an estimate (based on actual accrued amounts as of the date of such
request) of the Operations Fee and S&A Fee expected to be paid on the
immediately succeeding Payment Date, and (ii) so long as the Overhaul Fee
Release Conditions are satisfied on the date of such request, an estimate of
the Overhaul Fee (based on actual accrued amounts) expected to be paid on the
immediately succeeding Payment Date; provided, however,
that notwithstanding any right of the Manager pursuant hereto or pursuant to
the Management Agreement to request such interim distributions with respect to
the Operations Fee, S&A Fee and Overhaul Fee, such interim distributions
shall be made only so long as (i) no Event of Default or Manager Default shall
have occurred and be continuing, and (ii) unless the Indenture Trustee (as
directed by the Requisite Global Majority) shall have consented to such interim
distribution(s), the Manager Termination Date shall not have occurred.


 


In addition,
so long as no Event of Default shall have occurred and be continuing, the
Issuer hereby directs and authorizes the Indenture Trustee, upon the Indenture
Trustee’s receipt of a written request from Manager on any Business Day, to
distribute to the Manager from the Trust Account an amount equal to the sum of
(x) all Excluded Payments then on deposit in the Trust Account, and (y) so long
as all Scheduled Principal Payment Amounts with respect to all Series of Notes
then Outstanding were paid in full on the immediately preceding Payment Date,
all Ineligible Collections then on deposit in the Trust Account.


 


All interim
distributions pursuant to the provisions of this Section 302(c) shall be made
on the same day on which such request of the Manager is received, unless such
request is received after 10:00 a.m., New York City time, in which case such
amount shall be distributed on the immediately succeeding Business Day.  The Indenture Trustee is under no obligation
to verify that the conditions to any interim distributions set forth in this
Section 302(c) have been satisfied before making such distributions; provided, that the Indenture Trustee shall not make any such
interim distributions if it shall have received written notice from the Issuer
or any Series Enhancer that such applicable conditions are not satisfied and
the Indenture Trustee shall not have received any subsequent notice from such
Person terminating such earlier notice.


 


(d)      On each Payment Date on
which no Event of Default is then continuing, the Indenture Trustee (based on
the Manager Report delivered to it pursuant to the Management Agreement), shall
distribute the Available Distribution Amount (as reduced by any amounts
distributed during the related Collection Period pursuant to Section 302(c)
above) from the Trust Account by wire transfer in immediately available funds
to the following Persons in the following order of priority and in the
following amounts:


 


12

















 


(1)      to the Indenture Trustee,
an amount equal to the sum of (i) all Indenture Trustee’s Fees and
(ii) Indenture Trustee Indemnified Amounts then due and payable for all
Series then Outstanding; provided, however,
that the amount set forth in clause (ii) shall not exceed $20,000 annually for
each Series then Outstanding;


 


(2)      first, to the Manager, any Excluded Payments
received during the related Collection Period (to the extent not previously
paid to the Manager pursuant to the provisions of Section 302(c)) which amounts
shall, if applicable, be promptly remitted by the Manager to the relevant tax
authorities, and second, after all amounts owing pursuant to clause first have been paid, to the Manager,
reimbursement for any unpaid Manager Advances in accordance with the terms of
the Management Agreement;


 


(3)      to the Manager, an amount
equal to any S&A Fee and Operations Fee then due and payable (which amounts
shall have been reduced for any related amounts previously distributed to the
Manager pursuant to Section 302(c) hereof);


 


(4)      first, to the Back-up Manager, an amount equal to
any Back-up Manager Fee then due and owing and not previously paid by the
Manager; and second, after the
payments pursuant to clause first have been
paid, to the Manager, an amount
equal to any Back-up Manager Fee previously paid by the Manager and not
previously reimbursed;


 


(5)      if the Manager is not a
Universal Affiliate, then first,
to each applicable insurance provider or such other Person to whom such amounts
are payable, on a pro rata basis
based on the relative amounts then owing, an amount equal to any premiums then
due in respect of Property Insurance and Liability Insurance (to the extent not
paid by any Universal Affiliate), and second,
to the Control Party for each Series, on a pro
rata basis based on the relative amounts then owing, an amount equal
to any unreimbursed premiums previously paid by such Control Party in respect
of Property Insurance and Liability Insurance (to the extent not paid by any
Universal Affiliate);


 


(6)      to each Letter of Credit
Bank, on a pro rata basis based
on the relative amount of Letter of Credit Fees then owing to each Letter of
Credit Bank, an amount equal to the Letter of Credit Fees then due and payable
to such Letter of Credit Bank;


 


(7)      to each Series Enhancer,
on a pro rata basis based on the
relative amounts of Premium owing to each Series Enhancer, an amount equal to
all Premiums then due and payable to such Series Enhancer;


 


(8)      to each Interest Rate
Hedge Provider (on a pro
rata basis based on the
relative amounts owing to all such Interest Rate Hedge Providers), an amount
equal to any scheduled payments (other than termination payments), and any
accrued interest thereon, then due and payable pursuant to the terms of all
Interest Rate Swap Agreements then in effect to which such Interest Rate Hedge
Provider is a counterparty with the Issuer;


 


13

















 


(9)      to the Series Account for
each Series of Notes then Outstanding, an amount equal to the Interest Payments
for each such Series then due and payable (provided that any portion of the
Interest Payments relating to the reimbursement of Interest Payments previously
paid by a Series Enhancer (together with interest thereon at the rate specified
in the applicable Enhancement Agreement) shall be paid directly to the related
Series Enhancer).  If sufficient funds do
not exist on such Payment Date to pay in full all amounts then due and owing
pursuant to this clause (9), the remaining Available Distribution Amount shall
be allocated among all Series of Notes then Outstanding in the same proportion
as the ratio of (x) the Interest Payments then due and owing with respect to a
particular Series of Notes, to (y) the aggregate amount of all Interest
Payments then due and owing to all Series of Notes pursuant to this clause (9);


 


(10)    in payment of the amounts
described in clauses (A) and (B) below:


 


(A)          to
the Series Account for each Series of Warehouse Notes then Outstanding, on a pro rata basis, an amount equal to the sum of the Commitment
Fees then due and payable, and


 


(B)           to
each Series Enhancer, on a pro rata basis,
an amount equal to all Series Enhancer Commitment Fees for each such Series
then due and payable.


 


If sufficient funds do not exist on such
Payment Date to pay in full all such Commitment Fees and Series Enhancer
Commitment Fees then due and payable pursuant to this clause (10), the
remaining Available Distribution Amount shall be allocated among all Series of
Warehouse Notes in the same proportion as the ratio of (x) the Commitment Fees
and Series Enhancer Commitment Fees owing with respect to a particular Series
of Warehouse Notes, to (y) the aggregate amount of all Commitment Fees and
Series Enhancer Commitment Fees then due and payable to all Series of Warehouse
Notes, and then distributed to the Series Account and Series Enhancer for each
Series of Warehouse Notes as set forth above;


 


(11)    to the Reserve Account
until the amounts on deposit therein equal an amount equal to the excess of (i)
the Required Reserve Amount, over (ii) the then aggregate Available Drawing
Amount under all Eligible Letters of Credit then in effect;


 


(12)    to each Letter of Credit
Bank, on a pro rata basis, an
amount equal to all “Claims” (as such term is defined in the Reimbursement
Agreement) until such claims have been reduced to zero;


 


(13)    to the Manager, an amount
equal to the Overhaul Fee then due and payable (which amount shall have been
reduced for any related amounts previously distributed to the Manager pursuant
to Section 302(c) hereof);


 


(14)    in payment of the amounts set forth in clauses (A), (B) and (C)
below:


 


(A)          to
the Series Account for each Series of Term Notes and each Series of Warehouse
Notes with respect to which its Commitment Termination


 


14

















 


Date has occurred, the Minimum Principal Payment Amounts then due and
owing for each such Series on such Payment Date to be paid in accordance with
Section 302(f) hereof;


 


(B)           to
each Series Enhancer, an amount equal to all Reimbursement Amounts then owing
to such Series Enhancer (on a pro rata basis
based on the relative amounts then owing) with respect to each Series of Notes
for which it provides Series Enhancement; and


 


(C)           (to
each Interest Rate Hedge Provider (on a pro
rata basis based on the relative amounts then owing), the amount of
all Note Partial Termination Amounts then due and payable with respect to all
Interest Rate Swap Agreements to which it is a counterparty with the Issuer.


 


In determining the amounts owing pursuant to
clauses (A), (B) and (C) above, the following rules shall apply:  (i) when determining the amounts owing
pursuant to clause (C), such amount shall give effect to amounts to be paid under
clauses (A) and (B) and any other payments of principal on any Notes to be made
on such Payment Date; and (ii) if sufficient funds do not exist to pay in full
all of the amounts set forth in clauses (A), (B) and (C) above, the remaining
Available Distribution Amount shall be allocated among clauses (A), (B) and (C)
above in the same proportion as the ratio of (x) the amount owing to each such
clause bears to (y) the aggregate amount owing to all of clauses (A), (B) and
(C) above;


 


(15)    in payment of the amounts described in clauses (A) and (B) below:


 


(A)          to
the Manager, the charge for or costs associated with any Reimbursable Services
then due and payable; and


 


(B)           if
the Manager is not a Universal Affiliate, then first
to the Person (other than any Universal Affiliate) to whom any Management
Related Expenses are payable, the amount of any Management Related Expenses due
and owing to such Person, and second to the
Control Party for any Series, an amount equal to any unreimbursed Management
Related Expenses previously paid by such Control Party;


 


If sufficient funds do not exist to pay in
full on each Payment Date the amounts described in clauses (A) and (B) above,
the remaining Available Distribution Amount shall be allocated among the
Persons described in clauses (A) and (B) above in the same proportion as the
ratio of (x) the amount owing to such Person pursuant to clause (A) or (B)
above, as the case may be, bears to (y) the aggregate amount owing to all such
Persons pursuant to clauses (A) and (B) above;


 


(16)    to the Series Account for
each Series of Term Notes and each Series of Warehouse Notes with respect to
which its Commitment Termination Date has occurred, the Scheduled Principal
Payment Amount then due and owing for each such Series on such Payment Date to
be paid in accordance with Section 302(f) hereof;


 


15

















 


(17)    if the Manager is not a
Universal Affiliate, to the Manager, an amount equal to any Excess Operation
Expenses and any Excess S&A Expenses then due and payable;


 


(18)    if the Manager is not a
Universal Affiliate, to the Manager, an amount equal to any Incentive
Management Fee then due and payable;


 


(19)    to the Series Account for
each Series of Notes then Outstanding in accordance with the provisions of
Section 302(g), the portion (if any) of the Supplemental Principal Payment
Amount that is distributable with respect to such Series of Notes pursuant to
Section 702(b);


 


(20)    if the Manager is a
Universal Affiliate, to the Manager, an amount equal to any Excess Operation
Expenses and any Excess S&A Expenses then due and payable;


 


(21)    if the Manager is a
Universal Affiliate, to the Manager, an amount equal to any Incentive
Management Fee then due and payable;


 


(22)    to each Interest Rate
Hedge Provider (on a pro
rata basis based on the
relative amounts owing), an amount equal to any unpaid termination payments,
and accrued interest thereon, then due and payable pursuant to the terms of any
Interest Rate Swap Agreement to which it is a counterparty with the Issuer;


 


(23)    to each of the Persons
described in clauses (A) through (G) below, an amount equal to any
indemnification payments and other amounts (including Default Fee but
specifically excluding any other step-up interest payments owing with respect
to any Series of Warehouse Notes) then owing pursuant to the terms of the
Related Documents:


 


(A)          each
Noteholder and each Person claiming through any Noteholder (which amounts shall
be paid into the Series Account for the applicable Series of Notes held by such
Noteholder for distribution to such Noteholder or other Person);


 


(B)           each
Series Enhancer;


 


(C)           each
Interest Rate Hedge Provider;


 


(D)          each
Letter of Credit Bank;


 


(E)           each
Deal Agent;


 


(F)           the
Indenture Trustee; and


 


(G)           if
the Manager is not a Universal Affiliate, the Manager,


 


If sufficient funds do not exist to pay in
full all such amounts on any Payment Date, the remaining Available Distribution
Amount shall be allocated among each such Persons in the same proportions as
the ratio of (x) the amount then due and owing to such Person


 


16

















 


pursuant to the provisions of this clause
(23), bears to (y) the aggregate amount then due and owing to all Persons
pursuant to the provisions of this clause (23);


 


(24)    to the Series Account for
each Series of Warehouse Notes then Outstanding, on a pro rata basis, any remaining amounts
owing pursuant to the terms of the Supplement for such Series of Warehouse
Notes;


 


(25)    if the Manager is a
Universal Affiliate, to the Manager, all indemnification and other amounts then
due and owing to the Manager pursuant to the terms of the Related Documents;
and


 


(26)    to the Issuer or its
designee, any remaining Available Distribution Amount.


 


(e)      On each Payment Date on
which an Event of Default has occurred and is continuing (as determined in
accordance with Section 818), the Indenture Trustee (based on the Manager
Report delivered to it pursuant to the Management Agreement), shall distribute
the Available Distribution Amount (as reduced by any amounts distributed during
the related Collection Period pursuant to Section 302(c) above) from the Trust
Account by wire transfer in immediately available funds to the following
Persons in the following order of priority and in the following amounts:


 


(1)      to the Indenture Trustee,
an amount equal to the sum of (i) all costs and expenses incurred by the
Indenture Trustee (including the reasonable fees and expenses of counsel to the
Indenture Trustee), and (ii) the sum of (x) all Indenture Trustee’s
Fees and (y) Indenture Trustee Indemnified Amounts then due and payable
(to the extent paid pursuant to clause (i) hereof) for all Series then
Outstanding; provided, however,
that the amount described in clause (y) shall not exceed $20,000 annually
for each Series then Outstanding;


 


(2)      first, to the Manager any Excluded Payments
received during the related Collection Period (to the extent not previously
paid to the Manager pursuant to the provisions of Section 302(c)), which
amounts shall, if applicable, be promptly remitted by the Manager to the
relevant tax authorities, and second, after all amounts owing pursuant to clause first have been paid, to the Manager,
reimbursement for any unpaid Manager Advances in accordance with the terms of
the Management Agreement;


 


(3)      to the Manager, an amount
equal to any S&A Fee and Operations Fee then due and payable (which amounts
shall have been reduced for any related amounts previously distributed to the
Manager pursuant to Section 302(c) hereof);


 


(4)      first, to the Back-up Manager, an amount equal to
any Back-up Manager Fee then due and owing and not previously paid by the
Manager; and second, after the
payments pursuant to clause first have been
paid to the Manager, an amount
equal to any Back-up Manager Fee previously paid by the Manager and not
previously reimbursed;


 


(5)      if the Manager is not a
Universal Affiliate, then first,
to each applicable insurance provider or such other Person to whom such amounts
are payable, on a pro rata basis
based on the relative amounts then owing, an amount equal to any


 


17

















 


premiums
then due in respect of Property Insurance and Liability Insurance (to the
extent not paid by any Universal Affiliate), and second, to the Control Party for each Series, on a pro rata basis based on relative amounts
then owing, an amount equal to any unreimbursed premiums previously paid by
such Control Party in respect of Property Insurance and Liability Insurance (to
the extent not paid by any Universal Affiliate);


 


(6)      to each Letter of Credit
Bank, on a pro rata basis based
on the relative amount of Letter of Credit Fees then owing to each Letter of
Credit Bank, an amount equal to the Letter of Credit Fees then due and payable
to such Letter of Credit Bank;


 


(7)      to each Series Enhancer,
on a pro rata basis based on the
relative amounts of Premiums owing to each Series Enhancer, an amount equal to
all Premiums then due and payable to such Series Enhancer;


 


(8)      to each Interest Rate
Hedge Provider (on a pro rata
basis based on the relative amounts owing to all such Interest Rate Hedge
Providers), an amount equal to any scheduled payments (other than termination
payments) and any accrued interest thereon then due and payable pursuant to the
terms of all Interest Rate Swap Agreements then in effect to which such
Interest Rate Hedge Provider is a counterparty with the Issuer;


 


(9)      to the Series Account for
each Series of Notes then Outstanding, an amount equal to the Interest Payments
for each such Series then due and payable (provided that any portion of the
Interest Payments relating to the reimbursement of Interest Payments previously
paid by a Series Enhancer (together with interest thereon at the rate specified
in the applicable Enhancement Agreement) shall be paid directly to the related
Series Enhancer).  If sufficient funds do
not exist on such Payment Date to pay in full all amounts then due and owing
pursuant to this clause (9), the remaining Available Distribution Amount shall
be allocated among all Series of Notes then Outstanding in the same proportion
as the ratio of (x) the Interest Payment then due and owing with respect to a
particular Series of Notes, to (y) the aggregate amount of all Interest
Payments then due and owing to all Series of Notes pursuant to this clause (9);


 


(10)    in payment of the amounts described in clauses (A) and (B) below:


 


(A)          to
the Series Account for each Series of Warehouse Notes then Outstanding, on a pro rata basis, an amount equal to the sum of the Commitment
Fees then due and payable; and


 


(B)           to
each Series Enhancer, on a pro rata basis,
an amount equal to all Series Enhancer Commitment Fees for each such Series
then due and payable.


 


If sufficient funds do not exist on such
Payment Date to pay in full all such Commitment Fees and Series Enhancer
Commitment Fees then due and payable pursuant to this clause (10), the
remaining Available Distribution Amount shall be allocated among all Series of
Warehouse Notes in the same proportion as the ratio of (x) the Commitment Fees
and Series Enhancer Commitment Fees owing with respect to a particular Series
of


 


18

















 


Warehouse Notes then Outstanding, to (y) the
aggregate amount of all Commitment Fees and Series Enhancer Commitment Fees
then due and payable to all Series of Warehouse Notes, and then distributed to
the Series Account and Series Enhancer for each such Series as set forth above;


 


(11)    to the Reserve Account
until the amounts on deposit therein equals an amount equal to the excess of
(i) the Required Reserve Amount, over (ii) the then aggregate Available Drawing
Amount under all Eligible Letters of Credit then in effect;


 


(12)    to each Letter of Credit
Bank, on a pro rata basis, an
amount equal to all “Claims” (as such term is defined in the Reimbursement
Agreement) until such claims have been reduced to zero;


 


(13)    to the Manager, an amount
equal to the Overhaul Fee then due and payable (which amount shall have been
reduced for any related amounts previously distributed to the Manager pursuant
to Section 302(c) hereof);


 


(14)    the remaining Available Distribution Amount to be distributed in
payment of the amounts set forth in the following clauses (A) and (B):


 


(A)          to
the Series Account for each Series of Notes then Outstanding (on a pro rata basis based on the relative unpaid principal
balances of each such Series of Notes then Outstanding), an amount equal to the
then unpaid principal balance of such Series of Notes, and


 


(B)           to
each Series Enhancer, an amount equal to all Reimbursement Amounts then owing
to such Series Enhancer on each Series of Notes for which it provides Series
Enhancement;


 


If sufficient funds do not exist to pay on
the applicable Payment Date the amounts described in clauses (A) and (B) above
in full, the remaining Available Distribution Amount shall be allocated among
clauses (A) and (B) above in the same proportion as the ratio of (x) the
amount owing to each such clause, bears to (y) the aggregate amount owing
to all of clauses (A) and (B) above;


 


(15)    in payment of the amounts set forth in clauses (A) and (B):


 


(A)          to
the Manager, the charge for or costs associated with any Reimbursable Services
then due and payable; and


 


(B)           if
the Manager is not a Universal Affiliate, then first
to the Person (other than any Universal Affiliate) to whom any Management
Related Expenses are payable, the amount of any Management Related Expenses due
and owing to such Person, and second to the
Control Party for any Series, an amount equal to any unreimbursed Management
Related Expenses previously paid by such Control Party.


 


If sufficient funds do not exist to pay in
full on each Payment Date the amounts described in clauses (A) and (B) above in
full, the remaining Available Distribution Amount shall be allocated among the
Persons described in clauses (A) and (B) above in the same


 


19

















 


proportion as the ratio of (x) the amount
owing to such Person pursuant to clause (A) or (B), as the case may be, to (y)
the aggregate amount owing to all such Persons pursuant to clauses (A) and (B).


 


(16)    to each Interest Rate
Hedge Provider (on a pro rata
basis based on the relative amounts owing), an amount equal to all unpaid
termination payments and accrued interest thereon, then due and payable
pursuant to the terms of any Interest Rate Swap Agreement to which it is a
counterparty with the Issuer;


 


(17)    to each of the Persons described in clauses (A) through (G), an
amount equal to any indemnification payments and other amounts (including Default
Fee but specifically excluding any other step-up interest payments owing with
respect to any Series of Warehouse Notes) then owing pursuant to the terms of
the Related Documents:


 


(A)          each
Noteholder and each Person claiming through any Noteholder (which amounts shall
be paid into the Series Account for the applicable Series of Notes held by such
Noteholder for distribution to such Noteholder or other person);


 


(B)           each
Series Enhancer;


 


(C)           each
Interest Rate Hedge Provider;


 


(D)          each
Letter of Credit Bank;


 


(E)           each
Deal Agent;


 


(F)           the
Indenture Trustee; and


 


(G)           if
the Manager is not a Universal Affiliate, the Manager.


 


If sufficient funds do not exist to pay such
amounts in full, the remaining Available Distribution Amount shall be allocated
among each such Persons in the proportions as the ratio of (x) the amount then
due and owing to such Person pursuant to the provisions of this clause (17),
bears to (y) the aggregate amount then due and owing to all Persons pursuant to
the provisions of this clause (17);


 


(18)    to the Manager, an amount
equal to any Excess Operation Expenses and any Excess S&A Expenses then due
and payable;


 


(19)    to the Manager, an amount
equal to any Incentive Management Fee then due and payable;


 


(20)    to the Series Account for
each Series of Warehouse Notes then Outstanding, on a pro rata basis, any remaining amounts
owing pursuant to the terms of the Supplement for such Series of Warehouse
Notes;


 


(21)    if the Manager is a
Universal Affiliate, to the Manager, all indemnification and other amounts then
due and owing to the Manager pursuant to the terms of the Related Documents;
and


 


20

















 


(22)    after payment in full in
cash of all Secured Obligations, to the Issuer or its designee, any remaining
amounts on deposit in the Trust Account on such date.


 


(f)       On each Payment Date on
which no Event of Default is continuing, the funds available to pay the Minimum
Principal Payment Amounts or Scheduled Principal Payment Amounts, as the case
may be, owing to all Series of Notes then outstanding pursuant to the
provisions of Section 302(d) will be allocated among each Series of Notes
sequentially based on the Series Issuance Date of such Series of Notes, so that
no such Minimum Principal Payment Amounts or Scheduled Principal Payment
Amounts will be paid with respect to any Series unless the Minimum Principal
Payment Amounts or Scheduled Principal Payment Amounts (as the case may be)
shall have been paid in full with respect to each Series of Notes (if any)
having an earlier Series Issuance Date than such Series.  For purposes of this Section 302(f), each
Series of Warehouse Notes will be deemed to have a Series Issuance Date equal
to its Commitment Termination Date. If two (2) or more Series of Notes were
issued on the same date, then such Minimum Principal Payment Amounts or
Scheduled Principal Payment Amounts, as the case may be, will be allocated
among each such Series of Notes on a pro rata basis,
based on the Minimum Principal Payment Amounts or Scheduled Principal Payment
Amounts, as the case may be, then due with respect to such affected Series.


 


(g)      On each Payment Date on
which no Event of Default is continuing, the Issuer shall, in accordance with
the priority of payments set forth in Section 302(d) make a payment of the
Supplemental Principal Payment Amount then due and owing, if any, first to each Series of Warehouse Notes then Outstanding for
which the Commitment Termination Date has not occurred on a pro rata basis, in proportion to the then unpaid principal
balance of such Warehouse Notes, until the principal balances of all such Warehouse
Notes have been paid in full, second, any
portion of the Supplemental Principal Payment Amount remaining after applying
clause first shall be paid to each Series of
Warehouse Notes then Outstanding for which the Commitment Termination Date has
occurred on a pro rata basis, in proportion to
the then unpaid principal balance of such Warehouse Notes, until the principal
balances of all such Warehouse Notes have been paid in full, and third,  any portion of
the Supplemental Principal Payment Amount remaining after applying clauses first and second, shall
be paid to all Series of Term Notes then Outstanding on a pro rata
basis, in proportion to the then unpaid principal balance of each such Series
of Term Notes, until the principal balances of all Series of Term Notes have
been paid in full.


 


(h)      The Issuer shall have the
right, but not the obligation, to make (or to direct the Indenture Trustee to
make) principal payments on any Series of Notes from some or all of
(i) amounts that are payable or have been paid to the Issuer pursuant to
this Section 302, (ii) amounts that the Issuer receives from advances or
draws under any Series of Warehouse Notes, (iii) proceeds of the issuance
of any Series of Notes, (iv) funds representing capital contributions made
to the Issuer and (v) funds previously retained in the Trust Account during the
continuation of an Prospective Trigger Event. 
Without limiting the foregoing, at the direction of the Issuer, amounts
and proceeds contemplated by the preceding sentence may be included in
distributions in respect of principal payments on the Notes of one or more
Series pursuant to Section 302(d).


 


Section 303.           Investment of Monies Held in the
Transaction Accounts.  The Indenture
Trustee shall invest any cash deposited in the Transaction Accounts in such
Eligible Investments as the Manager shall direct (or, if an Event of Default
has occurred and is then continuing, the Indenture Trustee shall invest such
funds in Eligible Investments as directed by the Requisite Global Majority), in
writing or by telephone and subsequently confirm such directions in
writing.  Each Eligible Investment (including
reinvestment of the income and proceeds of Eligible Investments) shall be held
to its maturity and shall mature or shall be payable on demand not later than
the Business Day immediately preceding the next


 


21

















 


succeeding Payment Date in the case of all
Transaction Accounts.  If the Indenture
Trustee has not received written instructions from the Manager by 2:30 p.m.
(New York time) on the day such funds are received as to the investment of
funds then on deposit in any of the aforementioned accounts, the Issuer hereby
instructs the Indenture Trustee to invest such funds in Eligible Investments of
the type described in clause (iv) of the definition of Eligible
Investments.  Eligible Investments shall
be made in the name of the Indenture Trustee for the benefit of the
Noteholders, any Letter of Credit Bank, any Interest Rate Hedge Provider and
any Series Enhancer.  Any earnings on
Eligible Investments in the Transaction Accounts shall be retained in each such
account and be distributed in accordance with the terms of this Indenture or
any related Supplement.  The Indenture
Trustee shall not be liable or responsible for losses on any investments made
by it pursuant to this Section 303.


 


Section 304.           Control.  (a) 
Each of the Issuer, the Indenture Trustee and Wells Fargo Bank, National
Association, in its capacity as a Securities Intermediary, hereby agrees that
(i) each of the Transaction Accounts will be a “securities account” as such
term is defined in Section 8-501(a) of the UCC, (ii) the Securities
Intermediary shall, subject to the terms of this Indenture, treat the Indenture
Trustee as entitled to exercise the rights that comprise any Financial Asset
credited to such accounts, and the Indenture Trustee shall be the “Entitlement
Holder” within the meaning of Section 8-102(a)(7) of the UCC with respect to
all such Financial Assets, (iii) all Eligible Investments will be promptly
credited to such accounts and shall be treated as a “Financial Asset” within
the meaning of Section 8-102(a)(9) of the UCC, and (iv) all securities and
other property underlying any Financial Assets credited to such accounts shall
be registered in the name of the Indenture Trustee, indorsed to the Indenture
Trustee and in no case will any financial asset credited to the Transaction
Accounts be registered in the name of the Issuer, payable to the order of the
Issuer or specially indorsed to the Issuer except to the extent the foregoing
have been specially and duly indorsed to the Securities Intermediary at which
such accounts are maintained or in blank.


 


(b)      Upon the occurrence of an
Event of Default hereunder, the Indenture Trustee, acting in accordance with
the terms of this Indenture, shall be entitled to provide an Entitlement Order
(as defined in Section 8-102(a)(8) of the UCC) to the Securities Intermediary
at which such accounts are maintained. 
Upon receipt of the Entitlement Order in accordance with the provisions
of this Indenture, the Securities Intermediary shall comply with such
Entitlement Order without further consent by the Issuer or any other Person.


 


(c)      In the event that a
Corporate Trust Officer of the Indenture Trustee obtains actual knowledge that
the Indenture Trustee has or subsequently obtains by agreement, operation of
law or otherwise a security interest in any of the Trust Account, any Series
Account or any security entitlement credited thereto, the Indenture Trustee
hereby agrees that such security interest shall be subordinate to the security
interest created by this Indenture.  The
financial assets and other items deposited to the accounts will not be subject
to deduction, set-off, banker’s lien, or any other right in favor of any Person
except as created pursuant to this Indenture.


 


(d)      On or prior to the
Closing Date each of the Issuer, the Indenture Trustee and the applicable
Securities Intermediary shall enter into Control Agreements, with respect to
each of the Transaction Accounts, each substantially in the form of Exhibit B
hereto.


 


Section 305.           Reports.  The Indenture Trustee shall promptly upon
request furnish to each Noteholder, each Series Enhancer and each Interest Rate
Hedge Provider a copy of all reports, financial statements and notices received
by the Indenture Trustee pursuant to any Related Document.


 


Section 306.           Records.  The Indenture Trustee shall cause to be kept
and maintained adequate records pertaining to the Transaction Accounts and each
Series Account and all receipts and


 


22

















 


disbursements therefrom. The Indenture
Trustee shall deliver at least quarterly an accounting thereof in the form of a
trust statement to each Control Party, and upon request to the Issuer, the Deal
Agent, the Manager and each Interest Rate Hedge Provider.


 


Section 307.           CUSIP Numbers.


 


The Issuer in issuing the Notes
may use “CUSIP” numbers (if then generally in use), and, if so, the Indenture
Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to
Holders; provided that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Notes or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such redemption shall not be affected by
any defect in or omission of such numbers. 
The Issuer will promptly notify the Indenture Trustee of any change in
the “CUSIP” numbers.


 


Section 308.           No Claim.


 


Indemnities payable to the
Indenture Trustee, the Manager and any other Person shall be limited recourse
to the Issuer and shall not constitute a “Claim” (as defined in Section 101(5)
of the Bankruptcy Code) against the Issuer in the event such amounts are not
paid in accordance with Section 302 of this Indenture.


 


Section 309.           Compliance with Withholding
Requirements.


 


Notwithstanding any other
provision of this Indenture, the Indenture Trustee shall comply with all United
States federal income tax withholding requirements with respect to payments to
Noteholders of interest, original issue discount, or other amounts that the
Indenture Trustee reasonably believes are applicable under the Code.  The consent of Noteholders shall not be
required for any such withholding.


 


Section 310.           Tax Treatment of Notes.


 


The Issuer has entered into
this Indenture, and the Notes will be issued, with the intention that, for
federal, state and local income, single business and franchise tax purposes,
the Notes will qualify as indebtedness. 
The Issuer and the Indenture Trustee, by entering into this Indenture,
and each Noteholder, by its acceptance of its Note (and any Person that is a
beneficial owner of any interest in a Note, by virtue of such Person’s
acquisition of a beneficial interest therein), agree to treat the Notes for
federal, state and local income, single business and franchise tax purposes as
indebtedness.


 


Section 311.           Rights of Noteholders.  The Noteholders of each Series shall have the
right to receive, at the times and in the amounts specified in the related
Supplement, (i) funds on deposit in any Series Account for such Series and (ii)
payments made by any Series Enhancer to the Indenture Trustee pursuant to any
Enhancement Agreement providing Series Enhancement for such Series.  Each Noteholder, by acceptance of its Notes,
(a) acknowledges and agrees that (except as expressly provided herein and
in a Supplement entered into in accordance with Section 1006(b) hereof) the
Noteholders of a Series shall not have any interest in any Series Account or
Series Enhancement for the benefit of any other Series and (b) ratifies
and confirms the terms of this Indenture and the Related Documents executed in
connection with such Series.


 


Section 312.           Collections and Allocations.  With respect to each Collection Period, the
Available Distribution Amount on deposit in the Trust Account (and the other
Transaction Accounts


 


23

















 


when provided in this Indenture) will be
allocated to each Series then Outstanding in accordance with Article III of
this Indenture and the Supplements.


 


Section 313.              Reserve
Account.


 


(a)      On or prior to the
Closing Date, the Indenture Trustee shall establish and maintain in the name of
the Indenture Trustee, for the benefit of the Noteholders, each Letter of
Credit Bank, each Interest Rate Hedge Provider and each Series Enhancer, an
Eligible Account with the Corporate Trust Office of the Indenture Trustee which
shall be designated the restricted cash account (the “Reserve Account”) and
which shall be held by the Indenture Trustee pursuant to this Indenture and the
related Supplements.  Any and all moneys
remitted by the Issuer (or the Manager on behalf of the Issuer) or the
Indenture Trustee to the Reserve Account from the Trust Account, together with
any Eligible Investments in which such moneys are or will be invested or
reinvested, shall be held in the Reserve Account for the benefit of all
Series.  On the Series Issuance Date of
each Series, the Issuer will deposit, or cause to be deposited, into the
Reserve Account sufficient amount of funds such that, after giving effect to
such deposit, the amount of funds on deposit therein shall be equal to the
excess of (i) the Required Reserve Amount over (ii) the then aggregate
Available Drawing Amounts under all Eligible Letters of Credit in effect on
such date (calculated after giving effect to all drawings and reimbursements
made on such date).  Thereafter amounts
shall be deposited into the Reserve Account on each Payment Date from the Trust
Account in accordance with Section 302(d) and Section 302(e) hereof.  Any and all moneys remitted by the Indenture
Trustee to the Reserve Account shall be invested in Eligible Investments in
accordance with this Indenture and shall be distributed in accordance with this
Section 313 and Section 314(d).


 


(b)      On each Payment Date, the
Indenture Trustee shall, in accordance with the Manager Report, withdraw from
the Reserve Account and deposit into the Trust Account funds in an amount equal
to the excess, if any, of (A) an amount equal to the sum of (i) amounts
then on deposit in the Reserve Account (calculated after giving effect to all
deposits to, and withdrawals from, the Reserve Account on such Payment Date)
and (ii) the aggregate Available Drawing Amount under all Eligible Letters
of Credit in effect on such Payment Date (in each case calculated after giving
effect to all Letter of Credit Drawings to be made on such Payment Date) or if
established, the amount on deposit in the Letter of Credit Collateral Account,
over (B) the Required Reserve Amount for such Payment Date.


 


(c)      In the event that the
Manager Report with respect to any Determination Date shall state that
(i) funds on deposit in the Trust Account will not be sufficient  (after giving effect to the payment of all
amounts payable higher in priority under Section 302(d) or 302(e), as
applicable) to make payment in full of the maintenance payments, Overhaul Fees,
Operations Fees, or S&A Fees then due and payable (the amount of any such deficiency, collectively, a “Maintenance
Payment Deficiency”), and/or (ii) the funds on deposit in any Series
Account will not be sufficient (after giving effect to the payment of all
amounts payable higher in priority under Section 302(d) or 302(e), as
applicable) to make payment in full on the related Payment Date of the related
Interest Payment then due for such Series (the amount of any such deficiency,
an “Interest Payment Deficiency”), then the Indenture Trustee shall draw on the
Reserve Account, in accordance with the Manager Report,  in an amount equal to the lesser of (x) the
Permitted Payment Date Withdrawal and (y) the amount of funds then on
deposit in the Reserve Account.  In
either case, the Indenture Trustee shall transfer funds from the Reserve
Account to the Manager, in the case of a Maintenance Payment Deficiency, or the
related Series Account in the case of an Interest Payment Deficiency, in
accordance with the Manager Report.  As
used herein, “Permitted Payment Date Withdrawal” means the sum of (i) the
Maintenance Payment Deficiency and (ii) the Interest Payment Deficiency.


 


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(d)      If the amount on deposit in the Reserve Account on a Determination Date
is not sufficient to pay in full the aggregate Permitted Payment Date
Withdrawals referred to in Section 313(c) above, then a drawing will be made on
the Letter of Credit (or if established, the Letter of Credit Collateral
Account(s)) in accordance with the provisions of Section 314 hereof.


 


(e)      On the Legal Final Maturity Date for the Series with the latest Legal
Final Maturity Date, any remaining funds in the Reserve Account shall be
deposited in the Trust Account and distributed in accordance with Section 302
of this Indenture and the related Supplements.


 


Section 314.           Letters
of Credit.


 


(a)      The Issuer shall provide to the Indenture Trustee on or before the
Closing Date and maintain so long as any Outstanding Obligations remain unpaid,
one or more Eligible Letters of Credit, for the benefit of the Indenture
Trustee, on behalf of the Noteholders and the other Entitled Parties, in an
aggregate available amount on any date of not less than the Required Reserve
Amount.


 


(b)      If the amounts withdrawn from the Reserve Account on a Payment Date in
accordance with the provisions of Section 313(c) hereof are not sufficient to
pay in full all Permitted Payment Date Withdrawals for such Payment Date (the
amount of such deficiency, the “Letter of Credit Permitted Draw”), then the
Indenture Trustee shall, in accordance with the Manager Report, submit to the
Letter of Credit Bank (or, if established, make a draw from amounts on deposit
in the Letter of Credit Collateral Account) a completed Drawing Certificate (as
defined in the Letter of Credit) requesting a drawing, in accordance with, and
under the Letter of Credit (a “Letter of Credit Drawing”) in an amount equal to
the lesser of (x) the Letter of Credit Permitted Draw and (y) the
Available Drawing Amount.  If more than
one Eligible Letter of Credit is in effect on such date, then such Letter of
Credit Drawing will be allocated among such Eligible Letters of Credit (or, if
applicable, the Letter of Credit Collateral Account), on a pro rata
basis, based on the relative Available Drawing Amounts on each such Eligible
Letter of Credit (or, in the case of a Letter of Credit Collateral Account,
based on amounts then on deposit therein).


 


(c)      The Indenture Trustee shall receive the proceeds of all Letter of
Credit Drawings as attorney-in-fact for each of the Entitled Parties (and shall
deposit such proceeds into the Trust Account) and any such Letter of Credit
Drawings shall be used only to pay any Letter of Credit Permitted Drawings.  The making of any Letter of Credit Drawing
does not relieve the Issuer of any obligation under the Indenture or any other
Related Documents.


 


(d)      If at any time the Letter of Credit Bank shall not be an Eligible Bank,
and the Issuer or the new Letter of Credit Bank shall fail to deliver a
replacement Eligible Letter of Credit within three (3) Business Days after the
Requisite Global Majority delivered written notice to the Indenture Trustee
that such condition initially occurred, the Indenture Trustee shall, unless the
Requisite Global Majority otherwise directs the Indenture Trustee in writing,
submit to the Letter of Credit Bank a completed Drawing Certificate in amount
equal to the remaining Available Drawing Amount under such Letter of
Credit.  Any amount received by the
Indenture Trustee as a result of any such drawing under this Section 314(d)
shall be deposited into a separate Eligible Account with the Corporate Trust
Office of the Indenture Trustee which shall be designated as a letter of credit
collateral account (a “Letter of Credit Collateral Account”) and disbursed in
accordance with the provisions of this Section 314 hereof.  Upon receipt by the Indenture Trustee of a
replacement Eligible Letter of Credit in accordance with the provisions of this
Section 314(d), the Indenture Trustee shall withdraw from the Letter of Credit
Collateral Account and remit to the Letter of Credit Bank for the replaced
Letter of Credit, funds in an amount equal to the lesser of (i) the Available
Drawing Amount on the


 


25

















 


replacement
Eligible Letter of Credit and (ii) the amounts then on deposit in the Letter
of Credit Collateral Account.


 


Section 315.           Purchase
Account.


 


(a)      On or prior to the Closing Date, the Indenture Trustee shall establish
and maintain in the name of the Indenture Trustee an Eligible Account with the
Corporate Trust Office of the Indenture Trustee which shall be designated the
purchase account (the “Purchase Account”) and which shall be held by the
Indenture Trustee pursuant to this Indenture. 
Any and all moneys remitted by the Issuer, or the Manager on the Issuer’s
behalf, to the Purchase Account, together with any Eligible Investments in
which such moneys are or will be invested or reinvested, shall be held in the
Purchase Account.  Any and all moneys in
the Purchase Account shall be invested in Eligible Investments in accordance
with this Indenture and shall be distributed in accordance with this Section
315.


 


(b)      The Issuer shall (or shall cause the Manager to) deposit into the
Purchase Account all Compressor Reinvestment Sales Proceeds.  The Issuer may, so long as no Series Enhancer
has sent written direction to the contrary to each of the Issuer, the Manager,
the Indenture Trustee and each other Series Enhancer, use, or cause the use of,
all or any portion of the Compressor Reinvestment Sales Proceeds then on
deposit in the Purchase Account to pay to the Contributor the purchase price
for one or more Compressors that satisfy the Additional Compressor Criteria and
the Purchase Criteria pursuant to a transaction complying with the terms of the
Contribution Agreement and this Indenture, by delivering a written notice and
certificate to the Indenture Trustee (1) specifying (x) the amount of
Compressor Reinvestment Sales Proceeds to be released from the Purchase Account
and paid over to the Contributor, (y) the applicable Purchase Date on
which such amount shall be released and paid and (z) a description of the
Additional Compressors to be purchased and (2) representing and warranting to
the Indenture Trustee, each Noteholder, each Series Enhancer, each Letter of
Credit Bank and each Interest Rate Hedge Provider that, as at the Purchase Date
for such Additional Compressors, such Additional Compressors satisfy all of the
Additional Compressor Criteria and the Purchase Criteria.


 


(c)      If the Issuer does not utilize all of the Compressor Reinvestment Sales
Proceeds to purchase Additional Compressors within thirty (30) days after the
date on which such Compressor Reinvestment Sales Proceeds were initially
deposited into the Purchase Account, then the Indenture Trustee, at the
direction of the Manager or any Series Enhancer, shall transfer from the
Purchase Account to the Trust Account any unused portion of such Compressor
Reinvestment Sales Proceeds. In determining whether or not all of the
Compressor Reinvestment Sales Proceeds arising from a specific Owner Compressor
were re-invested in Additional Compressors within a thirty (30) day period, the
Issuer shall utilize a first-in, first out method of tracking Compressor
Reinvestment Sales Proceeds.


 


(d)      Upon the occurrence of either a Trigger Event or a Prospective Trigger
Event, the Indenture Trustee, at the direction of the Manager or any Series
Enhancer, as the case may be, shall promptly liquidate all Eligible Investments
credited to the Purchase Account and transfer all funds from the Purchase
Account to the Trust Account.


 


ARTICLE IV



COLLATERAL


 


Section 401.           Collateral.  (a)  The Notes and the obligations
of the Issuer hereunder shall be obligations of the Issuer as provided in
Section 203 hereof.  The Noteholders,
each Series


 


26

















 


Enhancer and each Interest Rate Hedge
Provider shall also have the benefit of, and the Notes shall be secured by and
be payable solely from, the Issuer’s right, title and interest in the
Collateral.


 


(b)      Notwithstanding anything contained in this Indenture to the contrary,
the Issuer expressly agrees that it shall remain liable under each agreement
and contract included in the Collateral to observe and perform all the
conditions and obligations to be observed and performed by the Issuer
thereunder and that the Issuer shall perform all of its duties and obligations
thereunder, all in accordance with and pursuant to the terms and provisions of
each such contract and agreement.


 


(c)      The Indenture Trustee hereby acknowledges the appointment by the Issuer
of the Manager to service and administer the Collateral in accordance with the
provisions of the Management Agreement and, so long as such Management
Agreement shall not have been terminated in accordance with its terms, the
Indenture Trustee hereby agrees to provide the Manager with such documentation,
and to take all such actions with respect to the Collateral, as the Manager may
reasonably request in writing in accordance with the express provisions of the
Management Agreement.  Until such time as
the Management Agreement has been terminated in accordance with its terms, the
Manager, on behalf of the Issuer, shall collect all payments on the User
Contracts in accordance with the provisions of the Management Agreement and the
Intercreditor Agreement.


 


(d)      The Indenture Trustee or the Requisite Global Majority (or any other
Person (including the Back-up Manager or the Manager) designated by the
Indenture Trustee or the Requisite Global Majority) may, upon the occurrence of
(i) any Event of Default (after notifying the Issuer of its intention to
do so), or (ii) a UCI Event, (1) set up and maintain the ABS Lockbox
Account (unless such ABS Lockbox Account has been previously created by the
Back-up Manager in connection with a Manager Termination Notice) and (2) notify
Users and any other Account Debtors of the Issuer, including, without
limitation, any Person obligated to make payments pursuant to any User
Contract, parties to the Contracts of the Issuer and obligors in respect of
Instruments of the Issuer, that (x) the User Contracts and Accounts, and
the right, title and interest of the Issuer in and under such User Contracts,
Accounts, Contracts and Instruments, have been assigned to the Indenture
Trustee for the benefit of the Noteholders, each Series Enhancer, each Letter
of Credit Bank and each Interest Rate Hedge Provider, and (y) payments in
respect of such User Contracts, Accounts, Contracts and Instruments shall be
made directly to the ABS Lockbox Account, and the Indenture Trustee and/or the
Requisite Global Majority (and/or any such designee) may communicate with such
Users and other Account Debtors, parties to such Contracts and obligors in
respect of such Instruments to verify with such parties, to the Indenture
Trustee’s and Requisite Global Majority’s satisfaction, the existence, amount
and terms of such User Contracts, Accounts, Contracts and Instruments.  The Indenture Trustee hereby agrees that it
will cause amounts on deposit from time to time in the ABS Lockbox Account, if
any, to be deposited into the Trust Account.


 


Section 402.           Pro
Rata Interest.  (a) All Series
of Notes Outstanding shall be equally and ratably entitled to the benefits of
this Indenture without preference, priority or distinction, all in accordance
with the terms and provisions of this Indenture and the related Supplement.


 


(b)      With respect to each Series of Notes, the execution and delivery of the
related Supplement shall be upon the express condition that, if the conditions
specified in Section 701 of this Indenture are met with respect to such Series
of Notes, the security interest and all other estate and rights granted by this
Indenture with respect to such Series of Notes shall cease and become null and
void and all of the property, rights, and interest granted as security for the
Notes of such Series shall revert to and revest in the Issuer without any other
act or formality whatsoever.


 


27

















 


Section 403.           Indenture
Trustee’s Appointment as Attorney-in-Fact; Certain Rights of Control Party.


 


(a)      The Issuer hereby irrevocably constitutes and appoints the Indenture
Trustee, and any officer or agent thereof, with full power of substitution, as
its true and lawful attorney-in-fact with full irrevocable power and authority
in the place and stead of the Issuer and in the name of the Issuer or in its
own name, from time to time at the Indenture Trustee’s discretion (as directed
by the Requisite Global Majority and/or any Control Party in accordance with
this Indenture), for the purpose of carrying out the terms and purposes of this
Indenture, to take any and all appropriate action and to execute and deliver
any and all documents and instruments which may be necessary or desirable to
accomplish the purposes of this Indenture and, without limiting the generality
of the foregoing, the Issuer hereby gives the Indenture Trustee the power and
right, on behalf of the Issuer, without notice to or assent by the Issuer, to
do any or all of the following as the Indenture Trustee may elect:


 


(i)            to ask, demand, collect, recover, compound,
sue for, receive and give acquittances and receipts for any and all monies due
or to become due under the Collateral and, in the name of the Issuer, in its
own name or otherwise, to take possession of, endorse, receive and collect any
checks, drafts, note, acceptances or other Instruments for the payment of
monies due under the Collateral and to file any claim or to take or commence
any other action or Proceeding in any court of law or equity or otherwise
deemed appropriate by the Indenture Trustee for the purpose of collecting any
and all such monies due under or with respect to the Collateral whenever
payable;


 


(ii)           to pay or discharge any Liens, including, without limitation, any tax
lien, levied or placed on or threatened against the Collateral, to effect any
repairs or any insurance called for by the terms of this Indenture and to pay
all or any part of the premiums therefor and the costs thereof; and


 


(iii)          to (1) direct any Person liable for any payment under or in respect of
any of the Collateral (including, without limitation, any User Contracts) to
make payment of any and all monies due or to become due thereunder directly to
the Indenture Trustee or as the Indenture Trustee shall direct, (2) receive
payment of any and all monies, claims and other amounts due or to become due at
any time arising out of or in respect of the Collateral, (3) sign and endorse
any invoices, freight or express bills, bills of lading, storage or warehouse
receipts, drafts against Issuer, assignments, verifications and notices in
connection with Accounts and other Instruments and Documents constituting or
relating to the Collateral, (4) commence and prosecute any suits, actions or
Proceedings at law or in equity in any court of competent jurisdiction to
collect the Collateral or any part thereof and to enforce any other right in
respect of the Collateral, (5) defend any suit, action or proceeding brought
against Issuer with respect to the Collateral, (6) settle, compromise or adjust
any suit, action or proceeding described above and, in connection therewith,
give such discharges or releases as the Indenture Trustee may deem appropriate,
(7) obtain or adjust insurance required to be maintained by the Issuer pursuant
to any Related Document upon the failure by Issuer to maintain such insurance,
(8) prepare and file any UCC financing statements in the name of the Issuer as
debtor, (9) to the extent that there is any Intellectual Property, prepare,
sign and file for recordation in any intellectual property registry appropriate
evidence of the security interest and Lien granted herein in the Intellectual
Property in the name of Issuer as assignor, (10) pay or discharge taxes or
Liens levied or placed upon or threatened against the Collateral, (11) sell,
transfer, pledge, make any agreement with respect to or otherwise deal with any
of the Collateral as fully and completely as though the Indenture


 


28

















 


Trustee
were the absolute owner thereof for all purposes, and (12) to do, at the
Indenture Trustee’s option and Issuer’s expense, at any time, or from time to
time, all acts and things which the Indenture Trustee may reasonably deem
necessary to protect, preserve or realize upon the Collateral and the Indenture
Trustee’s Lien therein in order to effect the intent of this Indenture, all as
fully and effectively as Issuer might do.


 


The Indenture Trustee has no
obligation or duty to determine whether to perfect, file, record or maintain
any perfected, filed or recorded document or instrument (all of which the Issuer
shall prepare, deliver and instruct the Indenture Trustee to execute at the
Issuer’s expense) in connection with the grant of security interest in the
Collateral hereunder.


 


(b)      The Indenture Trustee shall not exercise the power of attorney or any rights
granted to the Indenture Trustee pursuant to this Section 403 other than those
contained in clauses (8), (9) and (12) of Section 403(a)(iii) unless an Event
of Default shall have occurred and be continuing or such exercise is otherwise
permitted hereunder.  The Issuer hereby
ratifies, to the extent permitted by law, all actions that said attorney shall
lawfully do, or cause to be done, by virtue hereof.  The power of attorney granted pursuant to
this Section 403 is a power coupled with an interest and shall be irrevocable
until all Series of Notes and other obligations secured hereby are paid and
performed in full.


 


(c)      The powers conferred on the Indenture Trustee hereunder are solely to
protect the Indenture Trustee’s interests in the Collateral and shall not
impose any duty upon it to exercise any such powers except as set forth
herein.  The Indenture Trustee shall be
accountable only for amounts that it actually receives as a result of the
exercise of such powers and neither it nor any of its officers, directors,
employees, agents or representatives shall be responsible to the Issuer for any
act or failure to act, except for its own negligence or willful misconduct.


 


(d)      The Issuer authorizes the Indenture Trustee (i) at any time and
from time to time after a Manager Default, at the written direction of the
Requisite Global Majority, to terminate the Management Agreement then in effect
and/or exercise any other remedies under Section 12.2 of the Management
Agreement, (ii) at any time and from time to time upon the occurrence of
an Event of Default and at the direction of the Requisite Global Majority, to
(x) communicate in its own name with any party to any User Contract with
regard to the assignment hereunder of the right, title and interest of the Issuer
in, to and under the User Contracts and other matters relating thereto and
(y) execute, in connection with the sale of Collateral provided for in
Article VIII hereof, any endorsements, assignments or other instruments of
conveyance or transfer or sale with respect to the Collateral, (iii) at
any time and from time to time, at the written direction of the Requisite
Global Majority, to take any and all actions and exercise any and all rights
and remedies (including without limitation all rights to give or withhold
consents and/or approvals) of the Indenture Trustee under the Intercreditor
Agreement as the Requisite Global Majority shall direct, and (iv) at any
time and from time to time, at the direction of the Requisite Global Majority,
to take any and all actions and exercise any and all rights and remedies
(including without limitation all rights to give or withhold consents and/or
approvals) stated to be exercisable by the Indenture Trustee under the
Management Agreement, Back-up Management Agreement, Contribution Agreement or
any other Related Document.  The
Indenture Trustee hereby agrees, for the benefit of the Noteholders, each
Series Enhancer, each Letter of Credit Bank and each Interest Rate Hedge
Provider, that it shall act as directed in accordance with this Section 403(d).


 


(e)      If the Issuer fails to perform or comply with any of its agreements
contained herein, the Indenture Trustee, with the consent of, or at the
direction of, the Requisite Global Majority, shall perform or comply, or
otherwise cause performance or compliance, with such agreement.  The


 


29

















 


reasonable
expenses, including attorneys’ fees and expenses, of the Indenture Trustee
incurred in connection with such performance or compliance, together with
interest thereon at the Overdue Rate specified in the related Supplement, shall
be payable by the Issuer to the Indenture Trustee on demand and shall
constitute additional Outstanding Obligations secured hereby.


 


(f)       Each of the Issuer, the Indenture Trustee, each Series Enhancer and, by
its acceptance of its respective Note, each Noteholder, hereby agrees that, if
the Indenture Trustee shall fail to act as directed by the Requisite Global
Majority at any time at which it is so required to act hereunder or under any
other Related Document, or if the Indenture Trustee shall fail to deliver a
completed Drawing Certificate to the Letter of Credit Bank as and when required
under Section 314 hereof, then, in each case, the Requisite Global Majority
shall be entitled to take such action directly in its own capacity or on behalf
of the Indenture Trustee.  If the
Indenture Trustee fails to act as directed by the Requisite Global Majority
when so required to act under any Related Document, then the Indenture Trustee
shall, upon the request of the Requisite Global Majority, irrevocably appoint
the Person designated by the Requisite Global Majority, and any officer or
agent thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and
stead of the Indenture Trustee and in the name of the Indenture Trustee or in
its own name, to take any and all actions that the Indenture Trustee is
authorized to take under any Related Document, to the extent the Indenture
Trustee has failed to take such action when and as required under such Related
Document.


 


Section 404.           Release
of Security Interest.   Upon the
Indenture Trustee’s receipt of an Officer’s Certificate in the form attached
hereto as Exhibit C (a copy of which Officer’s Certificate shall be delivered
to the Deal Agent, each Series Enhancer and each Interest Rate Hedge Provider
at least three (3) Business Days prior to the effective date of such release)
certifying that such release complies with all of the provisions hereof and of
the Related Documents (including Sections 608, 614, 644, 645, 646, 647, 648,
649, and 816 hereof, Section 5.13 of the Management Agreement and Section 3.04
of the Contribution Agreement) the Owner Compressors identified for release in
such certificate, together with the Compressor Related Assets relating to such
Owner Compressors (but only to the extent that such Compressor Related Assets
are not related to any Owner Compressors other than those identified in such
certificate), will be released from the security interest and Lien of this
Indenture and all Related Documents.


 


Section 405.           Administration
of Collateral.  (a)  The Indenture Trustee shall promptly as
practicable notify the Noteholders, each Interest Rate Hedge Provider, each
Series Enhancer, each Letter of Credit Bank, the Back-up Manager and the Deal
Agent of any Manager Default of which a Corporate Trust Officer has received
written notice.  If a Manager Default
shall have occurred and then be continuing, the Indenture Trustee, in
accordance with the written direction of the Requisite Global Majority, shall
deliver to the Manager (with a copy to the Deal Agent, the Back-up Manager,
each Rating Agency, each Series Enhancer and each Interest Rate Hedge Provider)
a Manager Termination Notice terminating the Manager of its responsibilities in
accordance with the terms of the Management Agreement.  Upon receipt of such Manager Termination
Notice, the Back-up Manager shall, subject to the limitations set forth in the
Back-up Management Agreement, assume the duties of the Manager under the
Management Agreement. If the Back-up Manager is prohibited by Applicable Law
from serving as the Manager (and delivers such documents and opinions
evidencing such inability as set forth in the Back-up Management Agreement) and
if the Back-up Manager is unable to locate and qualify a replacement Manager
within sixty (60) days after the date of delivery of the Manager Termination
Notice, then the Requisite Global Majority may appoint, or petition a court of
competent jurisdiction to appoint as a Replacement Manager, a Person reasonably
acceptable to the Requisite Global Majority, having a net worth of not less
than $15,000,000 and whose regular business includes the servicing of natural
gas compressors. In connection with the appointment of a Replacement Manager,
the Indenture Trustee or


 


30

















 


Deal Agent may, with the written consent of
the Requisite Global Majority, make such arrangements for the compensation of
such Replacement Manager out of the Trust Account as the Indenture Trustee
acting at the direction of the Requisite Global Majority and such Replacement
Manager shall agree.  The Indenture
Trustee shall take such action, consistent with the Management Agreement and
the other Related Documents, as shall be necessary to effectuate the
appointment and installation of the Back-up Manager or another Replacement
Manager.


 


(b)      Upon a Corporate Trust Officer’s obtaining the receipt of written
notice by the Indenture Trustee that a Warranty Purchase Amount has not been
paid when due pursuant to the terms of the Related Documents, the Indenture
Trustee shall notify each Control Party and each Series Enhancer of such event
and shall, in the name of the Issuer, in the Indenture Trustee’s own name or
otherwise (as directed by the Requisite Global Majority) enforce any applicable
repurchase obligations of the Seller, the Contributor or any other Person at
the direction of the Requisite Global Majority.


 


(c)      The Indenture Trustee shall as promptly as practicable (and in any
event within three (3) Business Days after the Indenture Trustee’s receipt
hereof) notify and deliver to each Control Party and each Series Enhancer, a
copy of each notice or other written communication received by the Indenture
Trustee under the Intercreditor Agreement.


 


ARTICLE V



REPRESENTATIONS AND WARRANTIES


 


To induce (i) the
Noteholders to purchase the Notes hereunder, (ii) each Series Enhancer to
execute and deliver each Enhancement Agreement, (iii) each Letter of
Credit Bank to issue a Letter of Credit, and (iv) each Interest Rate Hedge
Provider to enter into Interest Rate Swap Agreements, the Issuer hereby
represents and warrants (as of the Closing Date, as of each date on which an “advance”
under any Supplement is made and as of each date on which any Notes are issued
subsequent to the Closing Date pursuant to any Supplement) to the Indenture
Trustee for the benefit of the Noteholders, each Series Enhancer, each Letter
of Credit Bank and each Interest Rate Hedge Provider that:


 


Section 501.           Existence.  The Issuer is a Delaware limited liability
company duly formed and validly existing and in good standing and is duly
qualified to do business in each jurisdiction where the nature of its business
requires it to qualify, except where the failure to do so would not have a
material adverse effect upon the Issuer, the Collateral or the ability of the
Issuer to perform its obligations under the Related Documents to which it is a
party.  Since the date of formation of
the Issuer, the Issuer has not conducted business under any other name and does
not have any trade names, or “doing business under” or “doing business as”
names.  The Issuer has not reorganized in
any jurisdiction (whether the United States, any state therein, the District of
Columbia, Puerto Rico, Guam or any possession or territory of the United
States, or any foreign country or state) other than the State of Delaware.


 


Section 502.           Authorization.  The Issuer has the limited liability company
power and is duly authorized to execute and deliver this Indenture and the
other Related Documents to which it is a party; Issuer is and will continue to
be duly authorized to borrow monies hereunder; and Issuer is and will continue
to be duly authorized to perform its obligations under this Indenture and under
the other Related Documents.  The
execution, delivery and performance by Issuer of this Indenture and the other
Related Documents to which it is a party and the borrowings hereunder do not
and will not require any consent or approval of any Governmental Authority,
partner or any other Person which has not already been obtained.


 


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Section 503.           Due
Qualification.  The Issuer is
qualified as a foreign limited liability company in each jurisdiction and has
obtained all necessary licenses and approvals as required under Applicable Law,
in each case, where the failure to be so qualified, licensed or approved, could
reasonably be expected to materially and adversely affect the ability of the
Issuer to perform its obligations under or comply with the terms of this
Indenture or any other Related Document to which it is a party.


 


Section 504.           No
Conflict; Legal Compliance.  The
execution, delivery and performance of this Indenture and each of the other
Related Documents and the execution, delivery and payment of the Notes will
not: (a) contravene any provision of the limited liability company agreement of
the Issuer; (b) contravene, conflict with or violate any Applicable Law or
regulation, or any order, writ, judgment, injunction, decree, determination or
award of any Governmental Authority that could result in a Material Adverse
Change; or (c) violate or result in the breach of, or constitute (with or
without notice or lapse of time or both) a default under this Indenture, the
Related Documents, any other indenture or other loan or credit agreement, or
other agreement or instrument to which Issuer is a party or by which Issuer, or
its property and assets may be bound or affected that could result in a
Material Adverse Change or result in a Lien on the Collateral other than
Permitted Encumbrances. Issuer is not in violation or breach of or default
under any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award or any contract, agreement, any lease, license,
indenture or other instrument to which it is a party that could result in a
Material Adverse Change.


 


Section 505.           Validity
and Binding Effect.  This Indenture
is, and each Related Document to which Issuer is a party, when duly executed
and delivered, will be, legal, valid and binding obligations of Issuer,
enforceable against Issuer in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency or other similar laws
of general application affecting the enforcement of creditors’ rights or by
general principles of equity limiting the availability of equitable remedies.


 


Section 506.           Financial
Statements.  Since December 31, 2004,
there has been no Material Adverse Change in the financial condition of any
Universal Affiliate.


 


Section 507.           Executive
Offices.  The current location of
Issuer’s chief executive office and principal place of business is 4444
Brittmoore Road, Houston, Texas 77041.


 


Section 508.           No
Agreements or Contracts.  The Issuer
is not now and has not been a party to any contract or agreement (whether
written or oral) other than the Related Documents.


 


Section 509.           Consents
and Approvals.  No approval,
authorization, order, action or consent of or notice to any trustee or holder
of any Indebtedness or obligation of Issuer or of any other Person under
any  agreement, contract, lease or
license or similar document or instrument to which Issuer is a party or by
which Issuer or any of its property or assets is bound, is required to be
obtained or given by Issuer in order to make or consummate the transactions
contemplated under the Related Documents, including, inter alia, any issuance or sale of the Notes pursuant to
the provisions of this Indenture, except for those approvals, authorizations
and consents that have been obtained on or prior to the Closing Date (and
except for notices to or consents of certain Users in connection with the assignment
of certain User Contracts, to the extent such notice or consent requirements
are permitted under clause (2) of the definition of the term “Eligible Contract”).  All consents, orders and approvals of,
filings and registrations with, and other actions in respect of, all
Governmental Authorities required to be obtained by Issuer in order to make or
consummate the transactions contemplated under the Related Documents have been,
or prior to the time when required will have been, obtained, given, filed or taken
and are or will be in full force and effect, or due provision has been made
therefor reasonably acceptable to the Indenture Trustee.


 


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Section 510.           Margin
Regulations.  The Issuer does not own
any “margin security”, as that term is defined in Regulation U of the Federal
Reserve Board, and the proceeds of the Notes issued under this Indenture will
be used only for the purposes contemplated hereunder. None of the proceeds of
the Notes will be used, directly or indirectly, for the purpose of purchasing
or carrying any margin security, for the purpose of reducing or retiring any
indebtedness which was originally incurred to purchase or carry any margin
security or for any other purpose which might cause any of the loans under this
Indenture to be considered a “purpose credit” within the meaning of Regulations
T, U and X. Issuer will not take or permit any agent acting on its behalf to
take any action which might cause this Indenture or any document or instrument
delivered pursuant hereto to violate any regulation of the Federal Reserve
Board.


 


Section 511.           Taxes.  All federal, state, local and foreign tax
returns, reports and statements required to be filed by Issuer have been filed
with the appropriate Governmental Authorities, and all Taxes and other
impositions shown thereon to be due and payable by Issuer have been paid prior
to the date on which any fine, penalty, interest or late charge may be added
thereto for nonpayment thereof, or any such fine, penalty, interest, late
charge or loss has been paid, or Issuer is contesting its liability therefor in
good faith and has fully reserved all such amounts according to GAAP in the
financial statements provided to the Noteholders pursuant to Section 626 of
this Indenture.  Issuer has paid when due
and payable all material charges upon the books of Issuer and no Governmental
Authority has asserted any Lien against Issuer with respect to unpaid Taxes.  Proper and accurate amounts have been
withheld by Issuer from its employees for all periods in full and complete
compliance with the tax, social security and unemployment withholding
provisions of applicable federal, state, local and foreign law and such
withholdings have been timely paid to the respective Governmental Authorities.


 


Section 512.           Other
Regulations.  The Issuer is not:  (a) a “public utility company” or a “holding
company,” or an “affiliate” or a “Subsidiary company” of a “holding company,”
or an “affiliate” of such a “Subsidiary company,” as such terms are defined in
the Public Utility Holding Company Act of 1935, as amended, or (b) an “investment
company,” or an “affiliated person” of, or a “promoter” or “principal
underwriter” for, an “investment company,” as such terms are defined in the
Investment Company Act of 1940, as amended. The issuance of the Notes hereunder
and the application of the proceeds and repayment thereof by Issuer, the
granting of the security interest and Liens hereunder and the performance of
the transactions contemplated by this Indenture and the other Related Documents
will not violate any provision of the Investment Company Act or the Public
Utility Holding Company Act, or any rule, regulation or order issued by the
Securities and Exchange Commission thereunder.


 


Section 513.           Solvency
and Separateness.


 


(i)            The capital of the Issuer is adequate for the
business and undertakings of the Issuer;


 


(ii)           Other than with respect to the transactions contemplated by the Related
Documents, the Issuer is not engaged in any business transactions with any
Universal Affiliate;


 


(iii)          Two of the directors of the Issuer are Independent Directors;


 


(iv)          The Issuer’s funds and assets are not, and will not be, commingled with
those of any Universal Affiliate, except as permitted by the Management Agreement
and the Intercreditor Agreement;


 


33

















 


(v)           The organizational documents of the Issuer require the Issuer to
maintain correct and complete books and records of account;


 


(vi)          The Issuer is not insolvent under the Insolvency Law and will not be
rendered insolvent by the transactions contemplated by the Related Documents
and after giving effect to such transactions, the Issuer will not be left with
an unreasonably small amount of capital with which to engage in its business
nor will the Issuer have intended to incur, or believe that it has incurred,
debts beyond its ability to pay such debts as they mature.  The Issuer does not contemplate the
commencement of insolvency, bankruptcy, liquidation or consolidation
proceedings or the appointment of a receiver, liquidator, trustee or similar
official in respect of the Issuer or any of its assets;


 


(vii)         The Issuer is holding all of its assets in its own name and is
conducting its business in its own name;


 


(viii)        The Issuer is maintaining its books, records and cash management
accounts separate from those of any other Person;


 


(ix)           The Issuer is maintaining its bank accounts separate from those of any
other Person;


 


(x)            The Issuer is maintaining separate financial
statements, showing its assets and liabilities separate and apart from those of
any other Person;


 


(xi)           The Issuer is paying its own liabilities and expenses only out of its
own funds (including, inter alia,
the payment of the salaries of its employees);


 


(xii)          The Issuer has entered and will enter into a transaction with an
Affiliate only if such transaction is commercially reasonable and on the same
terms as would be available in an arm’s length transaction with a person or
entity that is not an Affiliate of Issuer;


 


(xiii)         The Issuer is allocating fairly and reasonably any overhead expenses
that are shared with an Affiliate, including paying for office space and
services performed by any employee of an Affiliate;


 


(xiv)        The Issuer is holding itself out as a separate entity;


 


(xv)         The Issuer is maintaining adequate capital in light of its contemplated
business operations;


 


(xvi)        The Issuer is maintaining a sufficient number of employees in light of
its contemplated business operations;


 


(xvii)       The Issuer has not acquired and will not acquire the obligations or
securities of its Affiliates, including partners, members or shareholders, as
appropriate;


 


(xviii)      The Issuer has not made and will not make loans to any Person or buy or
hold evidence of indebtedness issued by any other Person (other than Contracts
intended for security, cash and investment-grade securities);


 


34

















 


(xix)         The Issuer is using separate stationery, invoices, and checks bearing
its own name;


 


(xx)          The Issuer has not pledged its assets for the benefit of any other
Person, other than with respect to the Permitted Encumbrances;


 


(xxi)         The Issuer has corrected and will correct any misunderstanding
regarding its separate identity;


 


(xxii)        The Issuer is not holding out its credit as being available to satisfy
the obligations of any other Person;


 


(xxiii)       The Issuer is not identifying itself as a division of any other Person
or entity; and


 


(xxiv)       The Issuer is observing all limited liability company and other
appropriate organizational formalities including, inter alia,
remaining in good standing and qualifying to do business in each jurisdiction
and obtaining all necessary licenses and approvals as required under Applicable
Law.


 


Section 514.           Insolvency;
Fraudulent Conveyance.  The Issuer is
paying its debts as they become due and is not “insolvent” within the meaning
of any applicable Insolvency Law in that:


 


(i)            both immediately before and after giving
effect to the pledge of the Collateral set forth herein, the present value of
the Issuer’s assets will be in excess of the amount that will be required to
pay the Issuer’s probable liabilities as they then exist and as they become
absolute and matured; and


 


(ii)           both immediately before and after giving effect to the pledge of the
Collateral set forth herein, the sum of the Issuer’s assets will be greater
than the sum of the Issuer’s debts, valuing the Issuer’s assets at a fair
market value.


 


Each acquisition by the Issuer
of Compressors has been made for “reasonably equivalent value” (as such term is
defined in Section 548 of the Bankruptcy Code) and not on account of “antecedent
debt” (as such term is defined in the Bankruptcy Code).


 


Section 515.           No
Default.  No Event of Default,
Manager Default, UCI Event or Trigger Event has occurred and is continuing and
no event has occurred that with the passage of time would become an Event of
Default, Manager Default, UCI Event or Trigger Event.


 


Section 516.           No
Proceedings or Injunctions.  There
are (i) no litigations, Proceedings or investigations pending, or, to the
knowledge of the Issuer, threatened, before any court, regulatory body,
administrative agency, or other tribunal or Governmental Authority, (A)
asserting the invalidity of this Indenture or any other Related Document to
which the Issuer is a party, (B) seeking to prevent the consummation of any of
the transactions contemplated by this Indenture or any other Related Document
to which the Issuer is a party, or (C) seeking any determination or ruling that
could reasonably be expected to result in a Material Adverse Change and (ii) no
injunctions, writs, restraining orders or other orders in effect against the
Issuer that could reasonably be expected to result in a Material Adverse
Change.


 


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Section 517.           Compliance
with Law.  The Issuer:


 


(i)            is not in violation of (1) any
Applicable Law, or (2) court orders to which it is subject, the violation
of either of which could reasonably be expected to materially and adversely
affect the ability of the Issuer to perform its obligations under and comply
with the terms of this Indenture or any other Related Document to which it is a
party;


 


(ii)           has not failed to obtain any licenses, permits, franchises or other
governmental authorizations which failure could reasonably be expected to
materially and adversely affect the ownership of its property (including the
Owner Compressors) or the conduct of its business (including the entering into
contracts for use of Owner Compressors) including, without limitation, with
respect to transactions contemplated by this Indenture and the other Related
Documents to which it is a party; and


 


(iii)          is not in violation in any respect of any term of any agreement,
certificate of formation, organizational documents or other instrument to which
it is a party or by which it may be bound, which violation could reasonably be
expected to materially and adversely affect the business or condition
(financial or otherwise) of the Issuer, or materially and adversely affect the
Issuer’s rights or remedies under any User Contract or the interest of the
Indenture Trustee, the Noteholders or any Series Enhancer in any Collateral.


 


Section 518.           Title;
Liens.  The Issuer has good, legal
and marketable title to each of its respective assets, and none of such assets
is subject to any Lien, except for the Lien under this Indenture.


 


Section 519.           Ownership;
Subsidiaries.  100% of the
outstanding membership interests of the Issuer are held (x) on the Closing
Date by the Old Lessee, and (y) after the Closing Date, by a Universal
Affiliate.  The Issuer has no
subsidiaries.


 


Section 520.           No
Partnership.  The Issuer is not a
partner or joint venturer in any partnership or joint venture.


 


Section 521.           UCC
Information.  The information set
forth in Schedule 1 hereto is true, complete and correct in all material
respects.


 


Section 522.           Security
Interest Representations.  (a) This
Indenture creates a valid and continuing security interest (as defined in the
UCC) and Lien in the Collateral in favor of the Indenture Trustee for the
benefit of the Noteholders, each Series Enhancer and each Interest Rate Hedge
Provider, which security interest, upon the execution and delivery of the
Control Agreements and the completion of the filings referred to in Section
522(d) being duly made, is a perfected first priority security interest prior
to all other Liens, and is enforceable as such as against creditors of and
purchasers from the Issuer.


 


(b)      The Compressors constitute “equipment” or “inventory” within the
meaning of the UCC.  The User Contracts
constitute “tangible chattel paper” or “accounts” within the meaning of the UCC
and the rights thereunder constitute “general intangibles” within the meaning
of the UCC.  Each of the Transaction
Accounts constitutes a “securities account” within the meaning of the UCC.


 


(c)      The Issuer owns and has good and marketable title to the Collateral,
free and clear of any Lien, claim or encumbrance of any Person, except for the
Liens created or permitted pursuant hereto or the Related Documents.


 


36

















 


(d)      The Issuer has caused all appropriate financing statements or documents
of similar import to be duly filed in the proper filing office in the
appropriate jurisdictions under Applicable Law in order to perfect the security
interest in the Collateral granted to the Indenture Trustee in this Indenture
and such security interest constitutes a perfected first priority security
interest in favor of the Indenture Trustee. 
All financing statements filed against the Issuer in favor of the
Indenture Trustee in connection herewith describing the Collateral contain a
statement to the following effect: “A purchase of, or security interest in or a
Lien on, any collateral described in this financing statement will violate the
rights of the Indenture Trustee.”


 


(e)      Other than the security interest granted to the Indenture Trustee
pursuant to this Indenture or granted in any of the Related Documents, the
Issuer has not pledged, assigned, sold, granted a security interest in or a
Lien (except for Permitted Encumbrances) on or otherwise conveyed any of the
Collateral, except as permitted pursuant hereto or in the Related
Documents.  The User Contracts that
constitute or evidence the Collateral do not have any marks or notations
indicating that they have been pledged, assigned or otherwise conveyed to any
Person other than the Indenture Trustee. 
The Issuer has not authorized the filing of, and is not aware of, any
financing statements against the Issuer that include a description of
collateral covering any Collateral other than any financing statement or
document of similar import (i) relating to the security interest granted to the
Indenture Trustee in this Indenture, or (ii) that has been terminated.  The Issuer is not aware of any judgment or
tax lien filings against the Issuer.


 


(f)       The Issuer has received all necessary consents and approvals required
by the terms of the Collateral to pledge to the Indenture Trustee of its interest
and rights in such Collateral hereunder.


 


(g)      The Issuer has taken all steps necessary to cause the Securities
Intermediary (in its capacity as securities intermediary) to identify in its
records the Indenture Trustee as the Person having a security entitlement in
each of the Transaction Accounts.


 


(h)      The Transaction Accounts are not in the name of any Person other than
the Indenture Trustee or the Securities Intermediary.  Neither the Issuer nor the Indenture Trustee
has  consented to compliance of the
Securities Intermediary with entitlement orders of any Person other than the
Indenture Trustee.


 


The representations and
warranties set forth in this Section 522 shall survive until this Indenture is
terminated in accordance with its terms. 
Breaches of the representations and warranties set forth in this Section
522 may not be waived by the Indenture Trustee (acting at the direction of the
Requisite Global Majority and the Interest Rate Hedge Providers), unless the
Rating Agency Condition shall have been satisfied prior to such waiver.


 


Section 523.           Ordinary
Course.  The transactions
contemplated by this Indenture and the other Related Documents are being
consummated by the Issuer in furtherance of the Issuer’s ordinary business
purposes and constitute a practical and reasonable course of action by the
Issuer designed to improve the financial position of the Issuer, with no
contemplation of insolvency and with no intent to hinder, delay or defraud any
of its present or future creditors.


 


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Section 524.           Stamping
and Storage of User Contracts.  The
Issuer has stamped or has caused the Manager to stamp, by no later than thirty
(30) days after the related Contribution Date, each User Contract owned by the Issuer
with the following legend:


 


“Certain proceeds of this
contract are subject to a security interest in favor of Wells Fargo Bank,
National Association, as Indenture Trustee”.


 


In addition, such User Contract
is stored at the Manager’s offices in Houston, Texas in a locked, fireproof
cabinet.


 


Section 525.           Identification
Marks.  The Issuer has used, or has
caused the Manager to use, its best efforts to keep and maintain or to cause to
be kept and maintained on each Owner Compressor, prominently displayed, a
sticker with the phrase “Owned by UCO Compression 2005 LLC and subject to a
security interest in favor of Wells Fargo Bank, National Association as
Indenture Trustee” or in each case other appropriate words designated by the
Requisite Global Majority, with appropriate changes thereof and additions
thereto as from time to time may be required by law in order to protect Issuer’s
and the Indenture Trustee’s interests in such Owner Compressors.


 


So long as any of the Notes
shall be Outstanding and until payment and performance in full of the
Outstanding Obligations, the representations and warranties contained herein
shall have a continuing effect as having been true when made.


 


Section 526.           Intellectual
Property.  The Issuer has no
Intellectual Property.


 


ARTICLE VI



COVENANTS


 


The Issuer hereby covenants and
agrees for the benefit of the Indenture Trustee, the Noteholders, each Series
Enhancer and each Interest Rate Hedge Provider that, until the satisfaction and
discharge of this Indenture in accordance with Section 701 hereof, the Issuer
shall observe each of the following covenants:


 


Section 601.           Payment
of Principal and Interest; Payment of Taxes.


 


(a)      The Issuer will duly and punctually pay the principal of, and interest
on, the Notes in accordance with the terms of the Notes, this Indenture and the
related Supplement;


 


(b)      The Issuer will take all actions as are necessary to insure that all
taxes and governmental claims, if any, in respect of the Issuer’s activities
and assets (including the Collateral) are promptly paid; and


 


(c)      The Issuer will not claim any credit on, make any deduction from the
principal, premium, if any, or interest payable in respect of the Notes (other
than amounts properly withheld from such payments under any Applicable Law) or
assert any claim against any present or former Noteholder by reason of the
payment of any taxes levied or assessed upon any of the Collateral.


 


Section 602.           Preservation
of Name; Maintenance of Office; Jurisdiction of Formation.  The name on the Issuer’s certification of
formation is “UCO Compression 2005 LLC.” 
The chief executive office of the Issuer is located at 4444 Brittmoore
Road, Houston, Texas 77041.  The Issuer
shall not establish a new chief executive office or jurisdiction of
organization outside the United States of America.  The Issuer is formed under the laws of the
State of Delaware and no other location. 
The Issuer 


 


38

















 


shall not change its name, establish a new
location for its chief executive office or its jurisdiction of organization
unless (i) the Issuer shall provide each of the Indenture Trustee, each
Rating Agency, the Deal Agent, each Interest Rate Hedge Provider, each Letter
of Credit Bank and each Series Enhancer not less than sixty (60) days’ prior
written notice of its intention so to do, clearly describing such new location
or jurisdiction and providing such other information in connection therewith as
the Indenture Trustee, the Deal Agent, any Interest Rate Hedge Provider, any
Letter of Credit Bank or any Series Enhancer may reasonably request, and
(ii) not less than fifteen (15) days’ prior to the effective date of such
change or relocation, the Issuer shall have taken, at its own cost, all action
necessary so that such change of location does not impair the security interest
of the Indenture Trustee in the Collateral, or the perfection of the sale or
contribution of the Owner Compressors to the Issuer, and shall have delivered
to the Indenture Trustee, the Deal Agent, each Interest Rate Hedge Provider and
each Series Enhancer copies of all filings required in connection therewith
together with an Opinion of Counsel, satisfactory to the Indenture Trustee,
each Interest Rate Hedge Provider, each Letter of Credit Bank and each Series Enhancer,
to the effect that such change of location or jurisdiction does not impair
either the perfection or priority of the Indenture Trustee’s security interest
in the Collateral.


 


Section 603.           Corporate
Existence.  The Issuer will keep in
full effect its existence, rights and franchises as a limited liability company
organized under the laws of the State of Delaware, and will obtain and preserve
its qualification in each jurisdiction in which such qualification is necessary
to protect the validity and enforceability of this Indenture, each Supplement
issued hereunder and all the Notes issued pursuant to the terms of such
Supplement.  The Issuer will not
liquidate or dissolve.


 


Section 604.           Compliance
with Law.  The Issuer will comply, in
all material respects, with all acts, rules, regulations, orders, decrees and
directions of any Governmental Authority applicable to the Issuer or the
Collateral or any part thereof; provided,
however, that the Issuer may contest any act, regulation, order,
decree or direction in any reasonable manner that shall not materially and
adversely affect the rights and remedies of the Indenture Trustee, the
Noteholders, any Interest Rate Hedge Provider, any Letter of Credit Bank, or
any Series Enhancer in the Collateral.


 


Section 605.           Protection
of Collateral.  The Issuer will from
time to time execute and deliver all amendments hereto and all such financing
statements, continuation statements, instruments of further assurance and other
instruments, documents or filings as required by Applicable Law including, inter alia, any such filings in connection
with Intellectual Property, if acquired, and will, upon the reasonable request
of the Manager, the Indenture Trustee, any Letter of Credit Bank, any Interest
Rate Hedge Provider or any Series Enhancer, take such other action reasonably
necessary or advisable to:


 


(a)      grant more effectively the security interest in all or any portion of
the Collateral;


 


(b)      maintain or preserve the Lien of this Indenture (and the priority
thereof) or carry out more effectively the purposes hereof;


 


(c)      perfect, publish notice of, or protect the validity of the security
interest in the Collateral created pursuant to this Indenture;


 


(d)      enforce any of the items of the Collateral;


 


(e)      preserve and defend its right, title and interest to the Collateral and
the rights of the Indenture Trustee and/or any Series Enhancer in such
Collateral against the claims of all Persons (other than the Noteholders or any
Person claiming through the Noteholders), including any claims that the
Compressor is a fixture; or


 


39

















 


(f)       pay any and all taxes levied or assessed upon all or any part of the
Collateral.


 


Section 606.           Defend
Title to Collateral.  The Issuer
shall defend the right, title, and interest of the Indenture Trustee and each
Series Enhancer in, to, and under the Collateral, against all claims of third
parties claiming through or under the Issuer.


 


Section 607.           Enforce
Contract Rights.  Except as otherwise
expressly permitted by the terms of the Related Documents, the Issuer will
promptly enforce all of its rights under, and with respect to, the Collateral.


 


Section 608.           Negative
Covenants Regarding Collateral (including Related Documents).  The Issuer will not, without (i) the
prior written consent of the Indenture Trustee (acting at the direction of the
Requisite Global Majority) and (ii) satisfaction of the Rating Agency
Condition in each instance:


 


(a)           (i)            except as otherwise permitted by this
Indenture, any Interest Rate Swap Agreement or the other Related Documents,
take, or fail to take, any action, and will use its reasonable efforts not to
permit any action to be taken by others, which would release any Person from
any of such Person’s covenants or obligations under any agreement or instrument
included in the Collateral, or which would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the
validity or effectiveness of, any such agreement or instrument;


 


(ii)           amend, modify or
terminate the Contribution Agreement, the Intercreditor Agreement, the
Management Agreement, or the Back-up Management Agreement or any other Related
Document (other than this Indenture or the Supplement), or grant any waiver or
consent from compliance with the express terms of any of the foregoing; or


 


(iii)          except as required under
Section 702(d) or 702(e), change any Minimum Targeted Principal Balance or
Scheduled Targeted Principal Balance for any Series of Notes (the foregoing shall
also require the prior written consent of each Control Party).


 


(b)      at any time sell, transfer, exchange or
otherwise dispose of any of the Collateral, or consent to the sale, transfer,
exchange or other disposition of any of the Collateral, except in each case as
follows:


 


(i)            a sale of the Collateral pursuant to the
provisions of Sections 614 or 816 hereof;


 


(ii)           sales of Owner Compressors and the Compressor Related Assets relating
thereto made in compliance with the provisions of Sections 645 and 646 hereof;


 


(iii)          a substitution of Owner Compressors made in accordance with the
provisions of Section 649 hereof and Section 3.04 of the Contribution
Agreement;


 


(iv)          a sale to the User of an Owner Compressor and Compressor Related Assets
relating thereto in accordance with the provisions of a contractual purchase
option that complies with the provisions of Section 644 hereof;


 


40

















 


(v)           any sale or exchange of a Warranty Repurchase Compressor in accordance
with the provisions of the Contribution Agreement;


 


(vi)          any sale of an Owner Compressor and Compressor Related Assets relating
thereto in connection with a Casualty Loss with respect to such Owner
Compressor; or


 


(vii)         any transfer of an Owner Compressor and Compressor Related Assets
relating thereto in connection with a distribution that complies with the
provisions of Section 648 hereof.


 


(c)      (i) permit the validity or effectiveness of this Indenture to be
impaired, or (ii) permit the Lien of this Indenture with respect to the
Collateral to be subordinated, terminated or discharged, except as permitted in
accordance with Section 404 or Article VII hereof, or (iii) permit any Person
to be released from any covenants or obligations with respect to such
Collateral, except as may be expressly permitted by the Management Agreement.


 


(d)      at any time grant or suffer to exist any Lien on, or security interest
in, any Collateral (or permit any such Lien or security interest to exist),
except for Permitted Encumbrances.


 


Section 609.           Non-Consolidation
of the Issuer.  (a)  The Issuer shall be operated in such a manner
that it shall not be substantively consolidated with the trust estate of any
other person in the event of the bankruptcy or insolvency of the Issuer or such
other person.  Without limiting the
foregoing the Issuer shall (1) hold all of its assets in its own name and
conduct its business in its own name, (2) maintain its books, records and
cash management accounts separate from those of any other Person, (3) maintain
its bank accounts separate from those of any other person, (4) maintain
separate financial statements, showing its assets and liabilities separate and
apart from those of any other person, (5) pay its own liabilities and
expenses only out of its own funds (including, inter
alia, the payment of the salaries of its employees), (6) enter
into a transaction with an Affiliate only if (i) such transaction is
commercially reasonable and on the same terms as would be available in an arm’s
length transaction with a person or entity that is not an Affiliate, and (ii) such
transaction is not otherwise prohibited pursuant to the provisions of Section
643 or 645 hereof; provided, however,
that nothing contained in this clause (6) shall prohibit the Issuer from
accepting capital contributions from the holder of its Membership Interests,
(7) allocate fairly and reasonably any overhead expenses that are shared
with an Affiliate, including paying for office space and services performed by
any employee of an Affiliate, (8) hold itself out as a separate entity,
(9) maintain adequate capital in light of its contemplated business
operations, (10) maintain a sufficient number of employees in light of its
contemplated business operations, (11) not acquire the obligations or
securities of its Affiliates, including partners, members or shareholders, as
appropriate, (12) not make loans to any Person or buy or hold evidence of
indebtedness issued by any other Person (other than Contracts intended for
security, cash and investment-grade securities), (13) use separate
stationery, invoices, and checks bearing its own name (14) not pledge its
assets for the benefit of any other Person, other than with respect to the
Permitted Encumbrances, (15) correct any misunderstanding regarding its
separate identity, (16) not hold out its credit as being available to
satisfy the obligations of any other Person, (17) not identify itself as a
division of any other Person or entity and (18) observe all other
appropriate limited liability company and other organizational formalities
including, inter alia, remaining
in good standing and qualified as a foreign limited liability company in each
jurisdiction and obtaining all necessary licenses and approvals as required
under Applicable Law.


 


(b)      Notwithstanding
any provision of law which otherwise empowers the Issuer, the Issuer shall not
(1) hold itself out as being liable for the debts of any other person, (2) act
other than in its limited liability company name or its duly authorized
officers or agents, (3) engage in any joint


 


41

















 


activity
or transaction of any kind with or for the benefit of any Affiliate including
any loan to or from or guarantee of the indebtedness of any Affiliate, except
payment of lawful distributions to the holders of its Membership Interests,
including, to the extent applicable, distributions that comply with the
provisions of Section 648 hereof, (4) commingle its funds or other assets with
those of any other person, (5) create, incur, assume, guarantee or in any
manner become liable in respect of any indebtedness (except pursuant to this
Indenture) other than trade payables and expense accruals incurred in the
ordinary course of its business or (6) take any other action that would be
inconsistent with maintaining the separate legal identity of the Issuer.


 


Section 610.           No
Bankruptcy Petition.  The Issuer
shall not (1) commence any Insolvency Proceeding seeking to have an order
for relief entered with respect to it, or seeking reorganization, arrangement,
adjustment, wind-up, liquidation, dissolution, composition or other relief with
respect to it or its debts, (2) seek appointment of a receiver, trustee,
custodian or other similar official for it or any part of its assets,
(3) make a general assignment for the benefit of creditors, or
(4) take any action in furtherance of, or consenting or acquiescing in,
any of the foregoing.


 


Section 611.           Liens.  The Issuer shall not (i) directly or
indirectly create, incur, assume or suffer to exist any Lien (except any
Permitted Encumbrance) to be created on or extend to or otherwise arise upon or
burden the Collateral or any part thereof or any of the Issuer’s interest
therein or the Proceeds thereof; or (ii) permit the Lien of this Indenture
not to constitute a valid first priority perfected security interest in the
Collateral.  The Issuer, at its own
expense, will promptly pay, satisfy and otherwise take such actions as may be
necessary to keep this Indenture and the Collateral free and clear of, and to
duly discharge or eliminate (or bond in a manner satisfactory to Indenture
Trustee), any Lien that may arise in violation of the foregoing.  The Issuer will notify Indenture Trustee in
writing promptly upon a Responsible Officer of Issuer obtaining knowledge of
any Lien, other than Permitted Encumbrances, that shall attach to any Owner
Compressor and of the full particulars of such Lien.


 


Section 612.           Other
Debt.  The Issuer shall not contract
for, create, incur, assume or suffer to exist any Indebtedness other than (i) the
Notes issued, from time to time pursuant to this Indenture and any Supplement
to this Indenture, (ii) any Management Fees, Manager Advances and all
other amounts payable pursuant to the provisions of the Management Agreement,
(iii) trade payables and expense accruals incurred in the ordinary course
and that are incidental to the purposes permitted pursuant to the Issuer’s
limited liability company agreement, (iv) obligations incurred pursuant to
Interest Rate Swap Agreements permitted or required hereunder and (v) Indebtedness
in respect of Reimbursement Amounts and other obligations incurred pursuant to an
Enhancement Agreement.


 


Section 613.           Guarantees,
Loans, Advances and Other Liabilities. 
The Issuer will not make any loan, advance or credit to, or guarantee
(directly or indirectly or by an instrument having the effect of assuring
another’s payment or performance on any obligation or capability of so doing,
or otherwise), endorse (except for the endorsement of checks for collection or
deposit) or otherwise become contingently liable, directly or indirectly, in
connection with or for the obligations, stock or dividends of, or own,
purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations or securities of, or any other interest in, or make any capital
contribution to, any other Person.


 


Section 614.           Consolidation,
Merger and Sale of Assets.  (a)  The
Issuer shall not consolidate with or merge with or into any other Person or
sell, convey, transfer or lease all, or substantially all, of its assets,
whether in a single transaction or a series of related transactions, to any
Person except for (i) entering into User Contracts entered into in
compliance with the terms of the Management Agreement, this Indenture, and the
Related Documents, and (ii) sales pursuant to Section 608(b) and Section
816 hereof.


 


42

















 


(b)      The obligations of the Issuer hereunder shall not be assignable nor
shall any Person succeed to the obligations of the Issuer hereunder except in
each case in accordance with the provisions of this Indenture.


 


(c)      The Issuer shall give prior written notice to each Rating Agency and
each Series Enhancer of any action to be taken pursuant to this Section 614.


 


Section 615.           Other
Agreements.  The Issuer will not,
after the date of the issuance of the Notes, enter into, or become a party to,
any agreements or instruments other than this Indenture, the Supplements, the
Contribution Agreement, the Management Agreement, the Back-up Management
Agreement, the Note Purchase Agreements, the Control Agreements, the
Enhancement Agreement(s), the Premium Letter, the Intercreditor Agreement, the
Interest Rate Swap Agreements required or permitted hereunder and the Related
Documents and other agreement(s) expressly contemplated hereby or thereby (it
being understood that the Issuer may enter into (i) any agreement(s) for
disposition of one or more Owner Compressors and the Related Assets permitted
by the terms of this Indenture and the other Related Documents and
(ii) any User Contract in respect of an Owner Compressor made in
accordance with the provisions of this Indenture, the Contribution Agreement or
the Management Agreement or the other Related Documents).


 


Section 616.           Organizational
Documents.  The Issuer will not amend
or modify its organizational documents without the prior written consent of
each Control Party, each Interest Rate Hedge Provider and satisfaction of the
Rating Agency Condition.


 


Section 617.           Capital
Expenditures.  The Issuer will not
make any expenditure (by long-term or operating lease or otherwise) for capital
assets (both realty and personalty), except for (a) acquisition of additional
Compressors and Compressor Related Assets pursuant to the Contribution
Agreement or with amounts on deposit in the Purchase Account and (b) overhaul
expenses or capital improvements to the Owner Compressors made in the ordinary
course of its business and in accordance with the terms of the Management
Agreement.


 


Section 618.           Permitted
Activities; Compliance with Organizational Documents.  The Issuer will observe all organizational
and managerial procedures required by its Organizational Documents, any other
formation documents of the Issuer, and the limited liability company laws of
the State of Delaware.


 


Section 619.           Investment
Company Act.  The Issuer will conduct
its operations, and will cause the Manager to conduct the Issuer’s operations,
in a manner which will not subject it to registration as an “investment company”
under the Investment Company Act of 1940, as amended.


 


Section 620.           Payments
of Collateral.  If the Issuer shall
receive from any Person any payments (other than amounts distributed to the
Issuer pursuant to Section 302 hereof) with respect to the Collateral (and, in
the event such Collateral has been released from the Lien of this Indenture in
accordance with the provisions of Section 404 hereof at the time such payment
is received, to the extent such payment relates to a period prior to the time
such Collateral was released from the Lien of this Indenture in accordance with
Section 404 hereof or pursuant to any Supplement hereto), the Issuer shall
receive such payment in trust for the Indenture Trustee, as secured party
hereunder, and subject to the Indenture Trustee’s security interest and shall
immediately deposit such payment in the Trust Account.


 


Section 621.           Permitted
Activities; Compliance with Organizational Documents.  The Issuer will not engage in any activity or
enter into any transaction except as permitted under its organizational
documents as in effect on the Closing Date.


 


43

















 


Section 622.           Notices.  The Issuer shall notify the Indenture
Trustee, the Deal Agent, each Rating Agency, each Series Enhancer, each Letter
of Credit Bank and each Interest Rate Hedge Provider in writing of any of the
following immediately upon learning of the occurrence thereof, describing the
same and, if applicable, the steps being taken by the Person(s) affected with
respect thereto:


 


(a)      Event of Default.  The occurrence
of an Event of Default;


 


(b)      Litigation.  The institution of
any litigation, arbitration proceeding or Proceeding before any Governmental
Authority which, if adversely resolved, would result in a Material Adverse
Change;


 


(c)      Material Adverse Change.  The
occurrence of a Material Adverse Change with respect to the Issuer;


 


(d)      Liens.  The existence of any Lien
on the Collateral other than Permitted Encumbrances.


 


(e)      Other Events.  The occurrence of
any Trigger Event or any UCI Event.


 


Section 623.           Books
and Records.  The Issuer shall, and
shall cause the Manager to, maintain complete and accurate books and records in
which full and correct entries in conformity with GAAP shall be made of all
dealings and transactions in relation to its business and activities.  The Issuer shall report, or cause to be
reported, on its financial records the transfer to the Issuer of all Owner
Compressors and Compressor Related Assets in accordance with GAAP.  The Issuer will ensure that no financial
statement, nor any consolidated financial statements of the Issuer, suggests
that the assets of the Issuer are available to pay the debts of either the
Contributor, the Seller, or the Manager. 
The Issuer shall (i) keep complete minutes of the meetings and
other proceedings of the Issuer, and (ii) continuously maintain the
resolutions, agreements and other instruments underlying the sale and transfer
of the Owner Compressors as official records of the Issuer.


 


Section 624.           Taxes.  The Issuer shall, or shall cause the Manager
to, pay when due, all of its taxes, unless, and only to the extent that, the
Issuer is contesting such taxes in good faith and by appropriate proceedings
and the Issuer has set aside on its books such reserves or other appropriate
provisions therefor as may be required by GAAP.


 


The Issuer shall remit (or
cause to be remitted) to each Governmental Authority, all Excluded Payments
actually by, or on behalf of, the Issuer and shall promptly remit to each Deal
Agent, each Series Enhancer and the Indenture Trustee evidence that all such
payments have been made.


 


The Issuer shall prepare and
deliver to the Indenture Trustee and the Control Party for each Series within a
reasonable time prior to the required date of filing (or, to the extent
permissible, file on behalf of the Indenture Trustee) any and all reports
(other than income tax returns) to be filed by the Issuer or the Indenture
Trustee with any Governmental Authority by reason of the ownership by the
Issuer of any Owner Compressor or the contracting thereof to Users to the
extent any such reports are required because of the nature of the Owner
Compressors.


 


Section 625.           Subsidiaries.  The Issuer shall not create any Subsidiaries.


 


44

















 


Section 626.           Investments.  The Issuer shall not make or permit to exist
any Investment in any Person except for Investments in Eligible Investments
made in accordance with the terms of this Indenture.


 


Section 627.           Use
of Proceeds.  Except as otherwise set
forth in a Supplement, the Issuer shall use the proceeds of the Notes only for
(i) the purchase of Owner Compressors and related Collateral, (ii) the
payment of transaction expenses and (iii) general corporate purposes.  In addition, the Issuer shall not permit any
proceeds of the Notes to be used, either directly or indirectly, for the
purpose, whether immediate, incidental or ultimate, of “purchasing or carrying
any margin stock” within the meaning of Regulation U of the Board of Governors
of the Federal Reserve System, as amended from time to time, and shall furnish
to each Holder, upon its request, a statement in conformity with the
requirements of Regulation U.


 


Section 628.           Asset
Base Certificate.  The Issuer shall
prepare and deliver to the Indenture Trustee, each Series Enhancer, each
Interest Rate Hedge Provider, each Rating Agency and the Deal Agent, on each
Determination Date, an Asset Base Certificate.


 


Section 629.           Financial
Statements.  The Issuer shall prepare
and deliver (or shall cause the Manager to prepare and deliver) to the
Indenture Trustee, each Interest Rate Hedge Provider, each Series Enhancer,
each Letter of Credit Bank, each Rating Agency and the Deal Agent, (i)
quarterly financial statements of each of the Issuer and the Manager within
sixty (60) days of the end of each fiscal quarter and (ii) annual financial
statements of the Issuer and the Manager, audited by their regular Independent
Accountants, within one hundred twenty (120) days of the end of each fiscal
year. All financial statements shall be prepared in accordance with GAAP.  Delivery of such reports, information and
documents to the Indenture Trustee is for informational purposes only and the
Indenture Trustee’s receipt of such shall not constitute constructive notice of
any information contained therein or determinable from information contained
therein, including the Issuer’s compliance with any of its covenants hereunder
(as to which the Indenture Trustee is entitled to rely exclusively on Officer’s
Certificates).


 


Section 630.           Rule
144A Information.  For so long as any
of the Notes are “restricted securities” within the meaning of Rule 144(a)(3)
under the Securities Act and the Issuer is not subject to Section 13 or 15(d)
of the Exchange Act, the Issuer will, and shall cause Manager to,
(i) provide or cause to be provided to any Holder of Notes and any
prospective purchaser thereof designated by such a Holder, upon the request of
such Holder or prospective purchaser, the information required to be provided
to such Holder or prospective purchaser by Rule 144A(d)(4) under the Securities
Act; and (ii) update such information to prevent such information from
becoming materially false and materially misleading in a manner adverse to any
Noteholder.


 


Section 631.           Hedging
Requirements.  (a) The Issuer
will enter into within thirty (30) days after the Closing Date and within thirty
(30) days after the issuance of any additional Series entered into after the
Closing Date (or such shorter time period as set forth in the related Series Supplement)
and at all times that any Outstanding Obligations remain unpaid maintain one or
more Interest Rate Swap Agreements with one or more Interest Rate Hedge
Providers having an aggregate notional balance at any time of (x) not less
than the product of (i) ninety percent (90%) and (ii) an amount equal
to the sum of (1) the then unpaid principal balance of all Series of Term
Notes then Outstanding that bear interest based on a variable rate of interest,
and (2) the excess of (A) the then unpaid principal balance of all
Series of Warehouse Notes then Outstanding that bear interest based on a
variable rate of interest, over (B) Twenty Million Dollars ($20,000,000)
(the amount described in this clause (x), the “Minimum Hedging Amount”), and
(y) not more than the product of (i) one hundred five percent (105%) and (ii)
the then Aggregate Note Principal Balance (the product set forth in this clause
(y), the “Maximum Hedging


 


45

















 


Amount”). 
Each Interest Rate Hedge Provider shall be an Eligible Interest Rate
Hedge Counterparty on the date on which the related Interest Rate Swap
Agreement is originated.  The
amortization of the Interest Rate Swap Agreement(s) will be consistent with the
expected current and future principal balances of the above-referenced Notes
without taking into consideration additional acquisitions of Owner
Compressors.  All of the foregoing
requirements shall be collectively referred to as the “Hedging Requirements.”  Each Series Enhancer shall have the right to
review and approve prior to the execution thereof by the Issuer, each Interest
Rate Swap Agreement (or amendments to any existing Interest Rate Swap
Agreement) entered into subsequent to the Closing Date that differs in any
material respect from the Interest Rate Swap Agreements in effect on the
Closing Date.


 


(b)      If the Issuer is required to enter into additional transactions and/or
terminate transactions under existing Interest Rate Swap Agreements in order to
comply with the Hedging Requirements, then
the Issuer shall provide notice of such condition to the Indenture Trustee,
each Interest Rate Hedge Provider and each Series Enhancer within five (5)
Business Days after such condition is determined to exist. The Issuer (or the
Manager on behalf of the Issuer) shall remedy such imbalance by the next
succeeding Payment Date.  If the Hedging
Requirements are not satisfied, and if the Issuer has failed to remedy same
within such period, then the Indenture Trustee (at the written direction of the
Requisite Global Majority) shall have the right to (i) with respect to a
failure to comply with the Minimum Hedging Amount, enter into (and shall enter
into as and when the Requisite Global Majority Party shall direct in writing)
Interest Rate Swap Agreements on behalf of the Issuer to remedy such condition,
and (ii) with respect to a failure to comply with the Maximum Hedging Amount,
terminate, on behalf of the Issuer, one or more Interest Rate Swap Agreements
in order to remedy such condition.  The
calculations to be made under this Section 631 shall exclude all transactions
where the Issuer is not required to make any scheduled periodic payments other
than premium payments or fees.  So long
as a Trigger Event is continuing, neither the Issuer nor the Manager on its
behalf shall enter into any additional transactions under Interest Rate Swap
Agreements, except with the approval of each Series Enhancer and each Interest
Rate Hedge Provider.  So long as no Trigger
Event is then continuing, the Issuer may exercise its commercially reasonable
discretion in selecting the specific transactions and notional amounts thereof
to be terminated or reduced.  If a
Trigger Event is then continuing, then (i) if there is only one
institution serving as the Interest Rate Hedge Provider with respect to all
Interest Rate Swap Agreements then in effect, such Interest Rate Hedge Provider
shall select the specific Interest Rate Swap Agreements to be terminated and
(ii) at all times not covered by clause (i), the notional reductions shall
be effected over all outstanding transactions under Interest Rate Swap
Agreements then in effect on a pro rata
basis, based on the respective notional amounts for each calculation period, so
that the notional amounts for each current and future calculation period will
comply with the Hedging Requirements.  If
the Issuer fails to terminate or reduce transactions as required in this
Section 631, the Indenture Trustee (acting at the written direction of the
Requisite Global Majority) shall reduce the notional amounts, in whole or in
part, for all outstanding transactions under each Interest Rate Swap Agreement
then in effect on a pro rata
basis, based on the respective notional amounts for each calculation period in
accordance with the Hedging Requirements. 
The Indenture Trustee shall have no duty to monitor such events, and
shall be required to take action in respect of the provisions of this Section
631 only upon written direction of the Person(s) entitled to give such
direction.


 


(c)      [Intentionally Omitted]


 


(d)      [Intentionally Omitted]


 


(e)      On each Determination Date, Issuer shall provide or cause to be
provided to the Indenture Trustee, each Interest Rate Hedge Provider and each
Series Enhancer, a monthly report reflecting the hedging policy calculations as
of the end of the preceding calendar month based on all


 


46

















 


transactions
outstanding as of the end of such month under Interest Rate Swap Agreements
then in effect, including transactions which are scheduled to commence on a
future date.


 


(f)       The termination provisions provided for in this Indenture relating to
the Interest Rate Swap Agreements are in addition to, and not to the exclusion
of, any termination provisions contained in the Interest Rate Swap Agreements.


 


(g)      All payments received from an Interest Rate Hedge Provider shall be
deposited by the Issuer directly into the Trust Account in accordance with
Section 302 hereof.


 


Section 632.           Separate
Identity.  The Issuer makes herein by
this reference each of the representations and warranties made by it to Gardere
Wynne Sewell LLP in support of its opinions respecting the consolidation of the
Issuer and certain other parties issued and delivered in connection with the
issuance of the Notes, as if specifically made herein and agrees to comply with
each of the factual assumptions contained in such opinions.


 


Section 633.           Annual
Perfection Opinion.  Within 90 days
after the end of each calendar year, beginning with the calendar year 2006, the
Issuer shall furnish to the Indenture Trustee, the Deal Agent, each Interest
Rate Hedge Provider, each Rating Agency and each Series Enhancer, an Opinion of
Counsel either stating that, in the opinion of such counsel, such action has
been taken with respect to the recording, filing, re-recording and refiling of
this Indenture, any Supplements hereto and any other requisite documents, and
with respect to the execution and filing of any financing statements and
continuation statements, as are necessary to maintain the Lien created by this
Indenture and reciting the details of such action or stating that, in the
opinion of such counsel, no such action is necessary to maintain such Lien.


 


Section 634.           Identification
Marks.  The Issuer shall use its best
efforts to cause, within ninety (90) days after the Closing Date, the
applicable Contribution Date or the applicable Substitution Date, as the case
may be, and at all times thereafter, each Owner Compressor acquired by the
Issuer on the Closing Date or any Contribution Date or Substitution Date, to
prominently display a sticker with the applicable phrase described in Section
525 hereof, or other appropriate words designated by the Indenture Trustee,
with appropriate changes thereof and additions thereto as from time to time may
be required by law in order to protect Issuer’s and the Indenture Trustee’s
interests in such Owner Compressors.  The
Issuer shall not allow the name of any Person to be placed upon any Owner
Compressor as a designation that might be interpreted as indicating a claim of
ownership thereto or a security interest therein by any Person other than
Issuer or the Indenture Trustee.


 


Section 635.           Storage
of Contract Files.  The Issuer shall
at all times cause the Manager to maintain at its Houston, Texas office, all
Contract Files in a locked, fire proof cabinet. 
All User Contracts shall be stamped, within thirty (30) days of the
Closing Date, applicable Contribution Date or applicable Substitution Date on
which the Owner Compressor(s) relating thereto were acquired by the Issuer,
with the following legend:


 


“This
contract and the proceeds of this contract are subject to a security interest
in favor of Wells Fargo Bank, National Association, as Indenture Trustee”.


 


Section 636.           Use
of Owner Compressors.  Each Owner
Compressor will be used and operated in compliance with any and all insurance
policy terms, conditions and provisions referenced in the Related Documents and
in all material respects with all statutes, laws, ordinances, rules and
regulations of any federal, national, state or local governmental body, agency
or authority applicable to the use and operation of such Owner Compressor,
including, without limitation, environmental, noise and


 


47

















 


pollution laws (including notifications and
reports).  Each Owner Compressor will be
used and operated solely in the manner for which it was intended and in
accordance with the license or certificate, if any, provided by the
manufacturer thereof.  The Issuer shall
use reasonable precautions to prevent loss or damage to each Owner Compressor
from fire and other hazards.  The Issuer
shall not permit any Owner Compressor to be used in any unlawful trade or in
any manner that would violate any law that would expose such Owner Compressor
to penalty, forfeiture or capture.


 


Section 637.           Maintenance
and Repair of Owner Compressors.  The
Issuer, at its sole cost and expense, shall maintain (or cause the Manager to
maintain):


 


(i)            each Owner Compressor in a manner consistent
with the Manager’s maintenance practices applicable to its other equipment of
the same or similar type as such Owner Compressor, so as to keep each owner
Compressor in good condition (ordinary wear and tear excepted);


 


(ii)           each Owner Compressor in all material respects in compliance with
Applicable Law (including environmental laws);


 


(iii)          each Owner Compressor in compliance with the manufacturer’s maintenance
standards and procedures;


 


(iv)          each Owner Compressor in all respects in compliance with the insurance
applicable to such Owner Compressors;


 


(v)           Property Insurance and Liability Insurance as required pursuant to the
Related Documents for all Owner Compressors; and


 


(vi)          all records, logs and other materials required by any Governmental
Authority having jurisdiction over any Owner Compressor or Issuer, to be
maintained in respect of such Owner Compressor.


 


In addition, the Issuer shall
comply with (and shall ensure that the Manager complies with) the mutual
maintenance and support provisions set forth in the Management Agreement.


 


Section 638.           Alterations.


 


(i)            Except as required or permitted by the
provisions of this Section 638, the Issuer shall not modify or alter any
Owner Compressor without the prior written approval of the Indenture Trustee (acting
at the direction of the Requisite Global Majority).


 


(ii)           In case any Owner Compressor (or any part or component thereof) is
required to be altered, added to, replaced or modified in order to comply with
any insurance policies required pursuant to this Indenture or Applicable Law
(any such alteration, additional replacement or modification, a “Required
Alteration”), the Issuer agrees to promptly make (or cause to be made) such
Required Alteration at its own expense. Thereupon, such Required Alteration
shall immediately become subject to the terms and conditions of this Indenture.


 


(iii)          The Issuer may make any optional renovation, improvement, addition, or
alteration to any Owner Compressor (any such renovation, improvement, addition
or alteration, an “Optional Alteration”) provided that such Optional Alteration
does not


 


48

















 


impair
the value, use or remaining useful life of such Owner Compressor. To the extent
any Optional Alteration is not readily removable without impairing the value,
use or remaining useful life of the Owner Compressor to which such Optional
Alteration has been made, or is a part or appliance which replaces any part or
appliance originally incorporated or installed in or attached to such Owner
Compressor on the Effective Date for the related Supplement, such Optional
Alteration shall be subject to the terms of this Indenture and the Supplement
to which the related Owner Compressor is subject.


 


Section 639.           User
Contracts.  The Issuer shall (or the
Manager on behalf of the Issuer shall) enter into User Contracts so long as
(i) no Event of Default is then continuing, (ii) such User Contract
is entered into in the ordinary course of its business of the Issuer and the
Manager and (iii) if the term of such User Contract will be for more than
thirty (30) days, the term of such User Contract shall not extend beyond the Legal
Final Maturity Date for the Series of Notes with the then latest Legal Final
Maturity Date provided, however,
that each such User Contract shall, to the extent applicable, also comply with
the provisions of Sections 643, 644 and 647 hereof.


 


Upon request by the Indenture
Trustee (i) after the occurrence of either an Event of Default or a UCI Event
or (ii) after delivery of a Manager Termination Notice, the Issuer shall
promptly deliver to Indenture Trustee, each Control Party and each Deal Agent
(x) a schedule certified by a Responsible Officer of Issuer of all User
Contracts of the Owner Compressors (which schedule shall identify the Users and
the contact information for such Users) and (y) for so long as an Event of
Default has occurred and is continuing, copies of each User Contract at the
time in effect.


 


Section 640.           Loss,
Damage or Destruction of Owner Compressor.


 


(i)            Risk of Loss, Damage or Destruction.  The
Issuer hereby assumes all risk of loss, damage, theft, taking, destruction,
confiscation, requisition or commandeering, partial or complete, of or to each
Owner Compressor subject to this Indenture (“Loss, Damage or Destruction”),
however caused or occasioned except for Loss, Damage or Destruction caused by
the gross negligence or willful misconduct of Indenture Trustee.


 


(ii)           Payment Upon a Casualty Loss.  If a
Casualty Loss occurs with respect to a Owner Compressor subject to the Lien of
this Indenture, the Issuer shall, promptly upon receipt and in any event within
thirty (30) days after the occurrence of such Casualty Loss, deposit into the
Purchase Account the related Casualty Proceeds.


 


(iii)          Application of Payments Not Relating to a
Casualty Loss.  Any payments (including, without limitation,
insurance proceeds) received at any time by the Issuer from any Governmental
Authority or other Person with respect to any loss or damage to any Owner
Compressor not constituting a Casualty Loss, will be applied directly in
payment of repairs or for replacement of property, if not already paid by the
Issuer, or if already paid by the Issuer and no Event of Default shall have
occurred and be continuing, shall be applied to reimburse the Issuer for such
payment.  Any balance remaining after
making such payment in accordance with the provisions hereof with respect to
such loss or damage shall be retained by the Issuer.  If any Event of Default shall have occurred
and be continuing, all payments hereunder shall be paid to the Trust Account
and applied in accordance with the priority of payments set forth in Section
302(e) hereof.


 


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Section 641.           Intellectual
Property Filings.  The Issuer shall
make all filings necessary or desirable to ensure that the Indenture Trustee
has a validly perfected first priority security interest in any and all
Intellectual Property, if any.


 


Section 642.           Fixture
and Accessions.  The Issuer shall not
attach or incorporate (or permit other Persons to attach or incorporate) any
Owner Compressor to, or in, any other Owner Compressor or other personal
property or to or in any real property in a manner that could give rise to (x)
the assertion of any Lien on such Owner Compressor by reason of such attachment
or (y) the assertion of a claim that such Owner Compressor has become a
fixture.  The Issuer agrees to take all
actions that are necessary or desirable to ensure the continued
characterization of the Owner Compressors as personal property under Applicable
Law.


 


Section 643.           Contracts
with Universal Affiliates.  Except as
otherwise permitted by Section 645 hereof, the Issuer shall not (and shall
cause the Manager to not) enter into a Contract for an Owner Compressor with
a  Universal Affiliate.


 


Section 644.           Contracts
Containing Purchase Options.  The
Issuer shall not (and shall cause the Manager to not) enter into any Contract
for use of an Owner Compressor that contains a contractual purchase option in
favor of the related User, unless:


 


(i)            such purchase option is with a Person other
than a Universal Affiliate and the terms and conditions of such purchase option
(including the aggregate consideration payable upon the exercise of such
option) have been negotiated on an arms’ length basis and are consistent with
prudent industry standards on the date on which purchase option was negotiated;
and


 


(ii)           the Net Compressor Sales Proceeds receivable by the Issuer upon any
exercise of such purchase option must be for an amount that is not less than
the then Depreciated Value of such Owner Compressor as of the last day of the
month immediately preceding each exercise date of such purchase option;
provided, however, no violation of this clause (ii) shall occur if the sum of
the then Depreciated Values of all Owner Compressors subject to such
non-conforming purchase options does not exceed at any time an amount equal to
the product of (x) five percent (5%) and (y) the then Aggregate Depreciated
Value.


 


Section 645.           Sales
of Owner Compressors to a Universal Affiliate.  The Issuer shall not (and shall cause the
Manager to not) sell any Owner Compressor to a Universal Affiliate, except for
any such sale to a Universal Affiliate (a) of a Prohibited Below DV
Compressor, or (b) an Owner Compressor that is not then subject to a User
Contract with a Universal Affiliate and which is made for the purpose of using
such Owner Compressor at a location outside of the United States; provided
that, in the case of either clause (a) or (b), such sale is made:


 


(i)            with the prior written consent of the Issuer
and each Control Party;


 


(ii)           in the ordinary course of business of the Manager and based on a
determination by the Manager in its reasonable business judgment that such a
sale is in the best interests of the Issuer;


 


(iii)          for Net Compressor Sales Proceeds payable on the sale date (which,
except in the case of a sale pursuant to clause (b) made for the purpose of
curing a breach of Section 647 hereof, shall be prior to removal of the Owner
Compressor from the


 


50

















 


United
States) in an amount equal to the greater of (x) the then fair market
value of such Owner Compressor and (y) the then Depreciated Value of such
Owner Compressor; and


 


(iv)          while no Trigger Event exists (or would result from such sale) other
than, in the case of any sale to a Universal Affiliate of Prohibited Below DV
Compressors, an Undercollateralization Event or Net Revenue Event.


 


Section 646.           Sales
of Owner Compressors to Third Parties. 
The Issuer shall not (and shall cause the Manager to not) sell an Owner
Compressor to a Person that is not a Universal Affiliate, unless each such sale
complies with all of the following:


 


(i)            such sale is made (A) pursuant to a purchase
option that complies with the provisions of Section 644 hereof, or (B) in the
ordinary course of business of the Manager and for Net Compressor Sale Proceeds
in an amount that is not less than the then fair market value of the Owner
Compressor so sold;


 


(ii)           if the amount of the Net Compressor Sales
Proceeds is less than the then Depreciated Value of the Owner Compressor(s) to
be sold, then both of the following shall be satisfied:


 


(A)          in
case of any sale other than pursuant to an existing purchase option, no
Prospective Trigger Event or Trigger Event is then continuing or would result
from such sale; and


 


(B)           the
sum of the Depreciated Values (measured as of the last day of the month
immediately preceding a sale) of all Owner Compressors sold pursuant to this
clause (ii) in any calendar year does not exceed an amount equal to the product
of (x) two percent (2%) and (y) the then Aggregate Depreciated Value, measured
as of the first day of such calendar year.


 


Section 647.           Owner
Compressors Located Outside of the United States.  Except for Permissible Accidental Foreign
Compressors, the Issuer shall not (and shall cause the Manager to not) permit
any Owner Compressor to be located outside of the United States of America.


 


Section 648.           Distributions.


 


The Issuer shall
not make any distribution to the holders of its Membership Interests other
than: (i) distributions of cash distributed to the Issuer from the Trust
Account in accordance with Section 302(d) or 302(e) hereof; and (ii) distributions
of one or more Owner Compressors and the Compressor Related Assets related
thereto, which distributions under this clause (ii) satisfy all of the
following requirements:


 


(i)            any Owner Compressors and related Compressor
Related Assets to be so distributed shall not, on the date of such
distribution, be included in the calculation of either the Debt Limit or the
Net Revenue Limit;


 


(ii)           such distribution shall have been approved in advance by an affirmative
vote of at least a majority of the members of the board of directors of the
Issuer;


 


51

















 


(iii)          each Control Party shall have given its prior written consent to each
such in-kind distribution, such consent not to be unreasonably withheld or
delayed after giving consideration to applicable legal and credit
considerations; and


 


(iv)          not more than three (3) such distributions shall be made in any
consecutive twelve (12) month period.


 


Section 649.           Substitution
of Owner Compressors.  The Issuer
shall not accept any Substitute Compressor or Deemed Substitute Compressor if
the sum of (x) the aggregate Appraised Values of all Substitute
Compressors and Deemed Substitute Compressors to be transferred on the
applicable Substitution Date and (y) the aggregate Appraised Values of all
Substitute Compressors and Deemed Substitute Compressors transferred to the
Issuer after the last day of the month immediately preceding the applicable
Substitution Date, exceeds the Maximum Substitution Limit.


 


ARTICLE VII



DISCHARGE OF INDENTURE;


PREPAYMENTS


 


Section 701.           Full
Discharge.  Upon payment in full of
all Outstanding Obligations (including, without limitation, termination of each
Interest Rate Swap Agreement and payment of all amounts, including termination
amounts, payable in connection therewith), the Indenture Trustee shall, at the
written request and at the expense of the Issuer, execute and deliver to the
Issuer such deeds or other instruments as shall be requisite to evidence the
satisfaction and discharge of this Indenture and the security and Liens hereby
created, and to release the Issuer from its covenants contained in this
Indenture and the Supplements hereto in connection with the satisfaction and
discharge of the Indenture.  The
Indenture Trustee shall be entitled to receive an Opinion of Counsel stating
that such satisfaction and discharge is authorized and permitted.


 


Section 702.           Prepayment
of Notes.


 


(a)      Optional Prepayments.  The Issuer may, from time to time, make an
optional Prepayment of principal of the Notes of any Series at the times, in
the amounts and subject to the conditions and limitations set forth in the
Supplement for the Series of Notes to be prepaid.  Any optional Prepayment of principal made by
the Issuer pursuant to this Section 702 shall also include accrued interest to
the date of the prepayment on the amount being prepaid.  All Prepayments made in accordance with this
Section 702(a) shall be accomplished by a deposit of funds (including any
amounts required pursuant to the provisions of Section 702(c) hereof) directly into
the Trust Account.  Notice of any
voluntary prepayment of a Series of Term Notes to be made by the Issuer
pursuant to the provisions of this Section 702(a) shall be given by the Issuer
to the Indenture Trustee and, if applicable, any Series Enhancer for such
Series of Notes to be prepaid, not later than the tenth (10th) day
prior to the date of such prepayment and not earlier than the Payment Date
immediately preceding the date of such prepayment.


 


(b)      Mandatory Prepayments.  If at any time the Supplemental Principal
Payment Amount for any Payment Date is more than zero, then the Issuer shall,
in accordance with Section 302 on such Payment Date make a payment of the
Supplemental Principal Payment Amount which Supplemental Principal Payment
Amount shall be paid in the following order of priority:


 


(i)            to each Series of Warehouse Notes then
Outstanding for which the Commitment Termination Date has not occurred on pro rata  basis, in
proportion to the


 


52

















 


then
unpaid principal balance of such Series of Warehouse Notes to the unpaid
principal balances of all such Series of Warehouse Notes, until the principal
balances of all such Series of Warehouse Notes have been paid in full;


 


(ii)           if any Supplemental Principal Amount remains after application of
clause (i), then the aggregate amount of such excess shall be applied to each
Series of Warehouse Notes then Outstanding for which the Commitment Termination
Date has occurred on a pro rata basis,
in proportion to the then unpaid principal balance of such Series of Warehouse
Notes to the unpaid principal balances of all such Series of Warehouse Notes
then Outstanding, until the principal balances of all of such Series of Warehouse
Notes have been paid in full; and


 


(iii)          if any Supplemental Principal Amount remains after application of
clause (ii), then the aggregate amount of such excess shall be applied to each
Series of Term Notes then Outstanding on a pro rata basis,
in proportion to the then unpaid principal balance of such Series of Term Notes
to the unpaid principal balances of all Series of Term Notes then Outstanding.


 


Solely for purposes of determining the
Supplemental Principal Payment Amount for purposes of this Section 702(b), a
determination of whether or not a Trigger Event is continuing on any Payment
Date shall be determined in accordance with the following criteria:


 


(i)            each of a Manager Default and an Event of
Default shall continue until such event or condition has been waived by
(i) in the case of any payment default (including an Event of Default
under clause (i) or (ii) of Section 801 hereof), 100% of the Control
Parties and, to the extent required pursuant to Section 808 or 1002(a), each
affected Noteholder, and (ii) in any other case, the Requisite Global
Majority and any other Person or Persons required to consent to such waiver
pursuant to Section 813;


 


(ii)           a Net Revenue Event shall continue until the next succeeding
Determination Date on which the related Manager Report indicates that such condition
no longer exists, at which time such event shall be deemed to have been cured;
and


 


(iii)          an Undercollateralization Event shall continue until the next
succeeding Determination Date on which the related Manager Report indicates
that such condition no longer exists, at which time such event shall be deemed
to have been cured;


 


provided, however, the
events described in clauses (i), (ii) and (iii) may not, solely for purposes of
determining whether a Supplemental Principal Payment Amount is payable, be
waived or cured on more than two (2) occasions.


 


(c)      Repayment of Interest Rate Hedge Provider.  If
the Issuer has elected to make a voluntary Prepayment in accordance with the
provisions of Section 702(a) above or is required to make a Prepayment in accordance
with the provisions of Section 702(b) above, then in addition to such
Prepayment, the Issuer shall pay such amount, including any termination
payments, necessary (in each case as determined by the Requisite Global
Majority and after taking account of payment priorities set forth in Section
302 hereunder) to reduce the aggregate notional balance of all outstanding
transactions under the Interest Rate Swap Agreements in accordance with the
terms of Section 631 hereof and the terms of the related Interest Rate Swap
Agreements.  So long as no Trigger Event
or Event of Default is then continuing, the Issuer (or the Manager on its
behalf) may exercise its discretion in selecting the specific transactions and
the notional amounts thereof to be terminated. 
If a Trigger Event or Event of


 


53

















 


Default is then continuing the outstanding transactions under the
Interest Rate Swap Agreements will be terminated on a pro rata basis, based on the respective
notional amounts for each remaining calculation period so that the remaining
notional amounts for all future calculation periods under such transactions
shall comply with the requirements of Section 631(a) and not exceed such
requirements by more than the amounts set forth in Section 631(b)(ii) hereof.


 


(d)      Adjustment of Prospective Minimum Principal Payment Amounts and
Scheduled Principal Payment Amounts for Partial Voluntary Prepayments.  In
the event that the Issuer makes a voluntary prepayment of less than all of the
then unpaid principal balance of any Series of Term Notes in accordance with
the provisions of Section 702(a), then the Issuer shall promptly (but in any
event within ten (10) Business Days after the date on which such prepayment is
made) thereafter recalculate the Minimum Targeted Principal Balances and
Scheduled Targeted Principal Balances for such Series of Notes for each future
Payment Date such that, after giving effect to such adjustment, each subsequent
Minimum Targeted Principal Balance and Scheduled Targeted Principal Balance for
such Series of Term Notes shall be reduced by an amount equal to the quotient
of (i) the aggregate amount of such prepayment actually received by the
Noteholders of such Series, divided by (ii) the number of remaining Payment
Dates to and including, the Legal Final Maturity Date (in the case of
adjustments to future Minimum Principal Payment Amounts) or Expected Final
Payment Date (in the case of adjustments to future Scheduled Principal Payment
Amounts).


 


(e)      Allocation
of Targeted Adjustment Amount.  If
the Manager Report delivered on any Determination Date indicates that a
Targeted Adjustment Amount exists, then the Issuer shall promptly (but in any
event within ten (10) Business Days) after receipt of such Manager Report, apply
such Targeted Adjustment Amount in the following order of priority:


 


(i)            to
reduce (but not below zero) by the amount of such Targeted Adjustment Amount each
of the Minimum Targeted Principal Balance and the Scheduled Targeted Principal
Balance, in each case, for all remaining Payment Dates of any Series of
Warehouse Notes for which the Commitment Termination Date has occurred (or, if
there are multiple Series of Warehouse Notes for which the Commitment
Termination Date has occurred, such Targeted Adjustment Amount shall be
allocated among each such Series of Warehouse Notes on a pro rata basis
based on each such Series’s then respective unpaid principal balances, and


 


(ii)           if
any Targeted Adjustment Amount remains after application of clause (i), with
respect to either the Minimum Targeted Principal Balance or the Scheduled
Targeted Principal Balance on the next succeeding Payment Date, then, in each
such case, the amount of such excess in the aggregate shall be allocated on a pro rata basis (based on then unpaid principal balances)
among all Series of Term Notes then Outstanding and the amount allocated to
each such Series shall then be used to reduce
(but not below zero) the Minimum Targeted Principal Balances and the Scheduled
Targeted Principal Balances, as applicable, in each case, for all remaining
Payment Dates of such Series of Term Notes by the amount of such allocated Targeted
Adjustment Amount.


 


ARTICLE VIII



DEFAULT PROVISIONS AND REMEDIES; DECLARATION OF TRIGGER EVENTS


 


Section 801.           Event
of Default.  “Event of Default”,
wherever used herein with respect to any Series of Notes, means any one of the
following events (whatever the reason for such Event of


 


54

















 


Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
Governmental Authority):


 


(i)            default in the payment on any Payment Date of
any of the following:  (A) any
Interest Payment, Default Fee, Premium or Commitment Fees (if applicable) then
due and payable on any Series of Notes (including any such interest payment
representing reimbursement of a Series Enhancer for interest payments
previously paid by a Series Enhancer), (B) any Premium or Series Enhancer
Commitment Fees then due and payable to any Series Enhancer, (C) any
Indenture Trustee’s Fees then due and payable, (D) any Letter of Credit Fees
then due and payable to any Letter of Credit Bank, or (E) any scheduled
payments owing to any Interest Rate Hedge Provider, and, in any such case, such
default continues in each case for two (2) Business Days after the due date
thereof;


 


(ii)           failure to make payment in full in cash of the then unpaid principal
balance of any Series of Notes on the Legal Final Maturity Date of such Series
of Notes;


 


(iii)          default in the due observance or performance of any covenant of the
Issuer set forth in Sections 608(a)(ii), 609 (only if such default could
reasonably be expected to result in “substantive consolidation” of the Issuer
with the estate of any other Person in connection with a bankruptcy
proceeding), 612, 613, 614, 615, 616, 617, 621, 625, 626 or 649 hereof;


 


(iv)          default in the due observance or performance of any covenant of the
Issuer set forth in Sections 606, 608(b), 608(d), 610 and 611(iii), which
breach or failure continues unremedied for a period of ten (10) days after the
earliest of (i) any Authorized Officer of the Issuer, or Responsible
Officer of the applicable Universal Affiliate, as the case may be, first
acquiring knowledge thereof, (ii) the Indenture Trustee’s giving written
notice thereof to the Issuer and each Universal Affiliate, (iii) any
Noteholder giving written notice thereof to the Issuer, each Universal
Affiliate and the Indenture Trustee, and (iv) any Series Enhancer giving
written notice thereof to the Issuer, each Universal Affiliate and the
Indenture Trustee;


 


(v)           default in the due observance or performance of a covenant set forth in
Section 643 or Section 645 hereof, and such default continues unremedied (which
remedy (1) in the case of Section 643, must be effected by a substitution,
subject to Section 649 hereof, of each affected Compressor, and (2) in the
case of Section 645, must be effected by an additional deposit by the
Contributor into the Trust Account of an amount equal to the difference between
the amount of Net Compressor Sales Proceeds that was required to have been paid
pursuant to clause (iii) of the proviso to Section 645 and the amount of Net
Compressor Sales Proceeds actually received for each affected Owner Compressor
(in the case of a sale that satisfied all the requirements of Section 645 other
than clause (iii) of the proviso to Section 645) or by a Deemed Substitution of
each affected Owner Compressor (in the case of any other default under Section
645) for more than five (5) Business Days after the date on which a Responsible
Officer of the Issuer or the Manager first obtains knowledge of such default; provided, however, that the Issuer shall not be entitled to
cure any breach described in this clause (v) if the exercise of such cure would
cause the Aggregate Cure Limitation to be exceeded;


 


55














 


(vi)          default in the due
observance or performance of the covenant set forth in Section 646 hereof;


 


(vii)         default in the due
observance or performance of the covenant set forth in Section 644 hereof and,
in the case of a default of clause (ii) thereof, such default (A) results
in one or more Prohibited Below DV Compressors, and (B) the Issuer shall
not have sold all of such Prohibited Below DV Compressors to a Universal
Affiliate in a sale complying with the provisions of Section 645 on or prior to
the date occurring more than five (5) Business Days after the date on which a
Responsible Officer of the Issuer or the Manager first obtains knowledge of
such default;


 


(viii)        default in the due
observance or performance of the covenant set forth in Section 647 hereof and,
if such breach relates to a Permissible Accidental Foreign Compressor that is
not subject to either a User Contract or other contract for compression
services at any time while such Compressor is located outside the United
States, such condition continues unremedied (which remedy must be effected by a
substitution, subject to Section 649 hereof, or a sale in compliance with
Sections 645 and 646 hereof) for more than five (5) Business Days after the
date on which a Responsible Officer of the Issuer or the Manager first obtains
knowledge of such breach; provided, however,
that the Issuer shall not be entitled to cure such breach if the exercise of
such cure would cause the Aggregate Cure Limitation to be exceeded;


 


(ix)           default in the due
observance or performance of any covenant of the Issuer or any Universal
Affiliate in any Related Document (to the extent such breach is not otherwise
addressed in this Section 801) which breach or failure, if curable, continues
unremedied for a period of thirty (30) days after the earliest of to occur of
(i) any Authorized Officer or Responsible Officer of such Person first
acquiring knowledge thereof, (ii) the Indenture Trustee’s giving written notice
thereof to such Person or (iii) any Noteholder or Series Enhancer giving
written notice thereof to such Person and the Indenture Trustee;


 


(x)            any representation
or warranty of the Issuer or any Universal Affiliate made in any other Related
Document shall prove to be incorrect in any material respect as of the time when
the same shall have been made and remains, if curable, unremedied for a period
of fifteen (15) days after the earliest to occur of (i) any Authorized Officer
or Responsible Officer of such Person, first acquiring knowledge thereof, (ii)
the Indenture Trustee’s giving written notice thereof to such Person, and (iii)
any Noteholder or Series Enhancer giving written notice thereof to such Person
and the Indenture Trustee;


 


(xi)           the entry of a
decree or order for relief by a court having jurisdiction in respect of UCMC or
the Issuer in any involuntary case under any applicable Insolvency Law, or
other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, or sequestrator (or other similar
official) for UCMC or the Issuer or for any substantial part of their
respective properties, or ordering the winding up or liquidation of their
respective affairs, and the continuance of any such decree or order unstayed
and in effect for a period of sixty (60) consecutive days;


 


(xii)          the commencement by
UCMC or the Issuer of a voluntary case under any applicable Insolvency Law, or
other similar law now or hereafter in effect, or the consent by UCMC or the
Issuer to the appointment of or taking possession by a receiver, liquidator,
assignee, custodian, trustee or sequestrator (or other similar official) of
UCMC


 


56

















 


or
the Issuer or any substantial part of its respective properties, or the making
by UCMC or the Issuer of any general assignment for the benefit of creditors,
or the inability or the failure by UCMC or the Issuer generally to pay its
debts as they become due, or the taking of any action by UCMC or the Issuer in
furtherance of any such action;


 


(xiii)         (x) the Indenture
Trustee shall fail to have a first priority perfected security interest in all,
or any portion, of the Collateral or (y) the Issuer shall incur or assume, or
permit to exist, any Liens on the Collateral (except Permitted Encumbrances)
and, in the case of this clause (y), such Liens shall continue to exist
unremedied for a period of ten (10) days after the earlier to occur of (i)
receipt by Issuer of written notice thereof from the Indenture Trustee or any
Entitled Party or (ii) the date on which any Responsible Officer of the Manager
or the Issuer shall have actual knowledge of such Liens;


 


(xiv)        the Issuer is
required to register as an investment company under the Investment Company Act
of 1940, as amended;


 


(xv)         any payment shall be
made by a Series Enhancer under any Policy or other any Enhancement Agreement;


 


(xvi)        the rendering against
either UCMC or the Issuer of a final judgment, decree or order for the payment
of money in excess of $25,000 and the continuance of such judgment, decree or
order unsatisfied, unbonded or uninsured for a period of sixty (60) consecutive
days;


 


(xvii)       either (x) a Manager
Default occurs, and the Back-up Manager fails to assume the role of Replacement
Manager within 90 days of receipt of the Manager Termination Notice, or (y)
there is no Manager for 90 days;


 


(xviii)      any Related Document
ceases to be in full force and effect (other than in accordance with its
terms); or


 


(xix)         as of any Payment
Date during which UCI is the Manager, the Aggregate Note Principal Balance exceeds
the Asset Base in effect on the related Determination Date and such condition
continues unremedied for 180 days.


 


The occurrence of an Event of
Default with respect to one Series of Notes shall constitute an Event of
Default with respect to all other Series of Notes then Outstanding unless the
related Supplement with respect to each such Series of Notes shall specifically
provide to the contrary.


 


Section 802.           Acceleration of Stated Maturity;
Rescission and Annulment.  (a) Upon
the occurrence of an Event of Default of type described in paragraph (xi) or
(xii) of Section 801, the unpaid principal balance of, and accrued interest on,
all Classes and Series of Notes, together with all other amounts then due and
owing to the Noteholders, shall become immediately due and payable without
further action by any Person (provided,
that the Noteholders’ rights with respect thereto shall be limited as set forth
in Section 808).  Except as set forth in
the immediately preceding sentence, if an Event of Default under Section 801
occurs and is continuing, then and in every such case the Requisite Global
Majority may declare the principal of and accrued interest on all Notes of all
Series then Outstanding to be due and payable immediately, by a notice in
writing to the Issuer and to the Indenture Trustee given by the Requisite
Global Majority, and upon any such declaration such principal and accrued
interest shall become immediately due and payable.


 


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(b)      At any time after such a
declaration of acceleration has been made and before a Sale by the Indenture
Trustee or a judgment or decree for payment of the money due has been obtained
by the Indenture Trustee as hereinafter in this Article provided, the Requisite
Global Majority, by written notice to the Issuer and the Indenture Trustee, may
rescind and annul such declaration and its consequences if:


 


(i)            the Issuer has paid or deposited with the Indenture
Trustee a sum sufficient to pay:


 


(A)          all
of the installments of interest and premium, if any, on, and principal of, all
Notes which were overdue prior to the date of such acceleration;


 


(B)           to
the extent that payment of such interest is lawful, interest upon overdue
installments of interest at the Overdue Rate for such Notes set forth in the
related Supplement;


 


(C)           all
sums paid or advanced by the Indenture Trustee hereunder or the Manager and the
reasonable compensation, out-of-pocket expenses, disbursements and advances of
the Indenture Trustee, its agents and counsel incurred in connection with the
enforcement of this Indenture;


 


(D)          all
amounts due to any Series Enhancer, including amounts advanced by any Series
Enhancer together with interest thereon and the expenses including attorneys’
fees and expenses of any Series Enhancer incurred in connection with the
enforcement of this Indenture and the other Related Documents to the date of
such deposit or payment; and


 


(E)           all
scheduled payments then due under any Interest Rate Swap Agreement, together
with interest thereon in accordance with the terms thereof; and


 


(ii)           all Events of
Default, other than the nonpayment of the principal of or interest on Notes
which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 813 hereof.


 


No such rescission with respect
to any Event of Default shall affect any subsequent Event of Default or impair
any right consequent thereon, nor shall any such rescission affect any Interest
Rate Swap Agreement that has been terminated in accordance with the terms
thereof.


 


Section 803.           Collection of Indebtedness.  The Issuer covenants that, if an Event of
Default occurs and is continuing and a declaration of acceleration has been
made under Section 802 and not rescinded or annulled, the Issuer shall, upon
demand of the Indenture Trustee (at the direction of the Requisite Global
Majority), pay to the Indenture Trustee, for the benefit of the Noteholders of
all Series then Outstanding, all Interest Rate Hedge Providers and all Series
Enhancers, the whole amount then due and payable on such Notes for principal
and interest, with interest upon the overdue principal and, to the extent that
payment of such interest shall be legally enforceable, upon overdue
installments of interest, at the Overdue Rate payable with respect to each such
Note; and, in addition thereto, such further amount as shall be sufficient to
cover all other Outstanding Obligations and the costs and out-of-pocket
expenses of collection, including the reasonable compensation, expenses, disbursements
and advances of the Indenture Trustee, any Series Enhancer and their respective
agents and counsel incurred in connection with the enforcement of this
Indenture.


 


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Section 804.           Remedies.  If an Event of Default shall occur and be
continuing, the Indenture Trustee, by such officer or agent as it may appoint,
shall notify the applicable Rating Agencies, if any, and each Series Enhancer
of such Event of Default and shall, if and as instructed in writing by the
Requisite Global Majority, take any one or more (separately, successively or
simultaneously) of the following steps:


 


(i)            institute any
Proceedings, in its own name and as trustee of an express trust, for the
collection of all amounts then due and payable on the Notes of all Series or
under this Indenture or the related Supplement with respect thereto, whether by
declaration or otherwise, enforce any judgment obtained, and collect from the
Collateral and any other assets of the Issuer any monies adjudged due;


 


(ii)           subject to
(A) the quiet enjoyment rights of any User under a User Contract permitted
by the Related Documents and (B) the restrictions set forth in the
Intercreditor Agreement, sell (including any Sale made in accordance with Section
816 hereof), hold or enter into contracts for hire of the Collateral or any
portion thereof or rights or interest therein, at one or more public or private
transactions conducted in any manner permitted by law;


 


(iii)          terminate the
Management Agreement and engage the Back-up Manager or another replacement
Manager;


 


(iv)          institute any
Proceedings from time to time for the complete or partial foreclosure of the
Lien created by this Indenture with respect to the Collateral;


 


(v)           institute such other
appropriate Proceedings to protect and enforce any other rights, whether for
the specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other proper
remedy;


 


(vi)          exercise any remedies
of a secured party under the UCC or any Applicable Law and take any other
appropriate action to protect and enforce the rights and remedies of the
Indenture Trustee or the Noteholders hereunder in order to enforce the rights
of the Indenture Trustee hereunder;


 


(vii)         appoint a receiver
or a manager over the Issuer or its assets;


 


(viii)        file proofs of “Claim”
(as defined under the Bankruptcy Code);


 


(ix)           take possession of
the Collateral or any portion thereof or rights of interest therein; or


 


(x)            take any or all
actions permitted under Section 401(d) hereof;


 


provided,
however, that no Owner Compressor may be sold pursuant
to this Section 804 unless the purchase price therefor is in cash in an amount
not less than the Depreciated Value for such Owner Compressor, unless all of the
Control Parties consent to such sale; and provided, further,
that no Owner Compressors may be sold by the Indenture Trustee pursuant to this
Section 804 unless the aggregate Net Compressor Sales Proceeds to be realized
from such Sale equal or exceed the amount required to repay in full all of the
amounts set forth in clauses (1) through (16) of Section 302(e) hereof, unless
each Control Party and each Interest Rate Hedge Provider consent to such Sale.


 


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Section 805.           Indenture Trustee May Enforce
Claims Without Possession of Notes.  (a)  In
all Proceedings brought by the Indenture Trustee (and also any Proceedings
involving the interpretation of any provision of this Indenture to which the
Indenture Trustee shall be a party), the Indenture Trustee shall be held to
represent all of the Noteholders and each Interest Rate Hedge Provider, and it
shall not be necessary to make any Noteholder a party to any such Proceedings.


 


(b)      All rights of action and
claims under this Indenture, the related Supplement or such Notes may be
prosecuted and enforced by the Indenture Trustee without the possession of any
of the Notes or the production thereof in any Proceeding relating thereto, and
any such Proceeding instituted by the Indenture Trustee shall be brought in its
own name as trustee of an express trust, and any recovery whether by judgment,
settlement or otherwise shall, after provision for the payment of the
reasonable compensation, expenses, and disbursements incurred and advances
made, by the Indenture Trustee, its agents and counsel, be for the ratable
benefit of the Holders of the Notes and each Interest Rate Hedge Provider,
subject to the subordination of payments among Classes of a particular Series
as set forth in the related Supplement.


 


Section 806.           Allocation of Money Collected.  If the Notes of all Series have been declared
due and payable following an Event of Default and such declaration and its
consequences have not been rescinded or annulled, any money collected by the
Indenture Trustee pursuant to this Article or otherwise and any other monies
that may be held or thereafter received by the Indenture Trustee as security
for such Notes shall be paid, to the extent permitted by law, to the Persons in
the amounts and in the priority set forth in Section 302(e) hereof.


 


Section 807.           Limitation on Suits.  Except to the extent provided in Section 808
hereof, no Noteholder shall have the right to institute any Proceeding, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless each of the following conditions shall
have been satisfied:


 


(i)            such Holder has
previously given written notice to the Indenture Trustee of a continuing Event
of Default;


 


(ii)           the Requisite
Global Majority shall have made written request to the Indenture Trustee to
institute Proceedings in respect of such Event of Default in its own name as
the Indenture Trustee hereunder;


 


(iii)          such Holder or Holders
have offered to the Indenture Trustee reasonable security or indemnity
satisfactory to it against the costs, expenses and liabilities to be incurred
in compliance with such request (the unsecured indemnity of a Rated
Institutional Noteholder being deemed satisfactory for such purpose);


 


(iv)          the Indenture
Trustee has, for thirty (30) days after its receipt by a Corporate Trust
Officer of such notice, request and offer of security or indemnity, failed to
institute any such Proceeding;


 


(v)           no direction
inconsistent with such written request has been given to the Indenture Trustee
during such thirty (30) day period by the Requisite Global Majority; and


 


(vi)          if such Series of
Notes has the benefit of an Enhancement Agreement, a Series Enhancer Default has
occurred and is continuing.


 


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it being understood and
intended that no one or more Noteholders shall have any right in any manner
whatsoever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other Noteholder or any Interest
Rate Hedge Provider, or to obtain or to seek to obtain priority or preference
over any other Noteholder (except to the extent provided in the related
Supplement) or to enforce any right under this Indenture, except in the manner
herein provided and for the benefit of all Noteholders.


 


Section 808.           Right of Holders to Receive
Principal and Interest. 
Notwithstanding any other provision of this Indenture, each Noteholder
shall have the right, which is absolute and unconditional, to receive payment
of the principal of and interest on its Note as such principal and interest
becomes due and payable and to institute any Proceeding for the enforcement of
such payment, and such rights shall not be impaired without the consent of such
Holder; provided, however, that no Noteholder shall have any
right to receive payment of principal under its Notes prior to the Legal Final
Maturity Date therefor nor shall any such Noteholder institute any Proceeding
for the enforcement of any such payment prior to such Legal Final Maturity
Date.


 


Section 809.           Restoration of Rights and Remedies.  If the Indenture Trustee, any Series Enhancer
or any Holder has instituted any Proceeding to enforce any right or remedy
under this Indenture or the related Supplement and such Proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Indenture Trustee, any Series Enhancer or to such Holder, then and in every
such case, subject to any determination in such Proceeding, the Issuer, the
Indenture Trustee, such Series Enhancer and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Indenture Trustee, such Series Enhancer and the
Holders shall continue as though no such Proceeding had been instituted.


 


Section 810.           Rights and Remedies Cumulative.  No right or remedy conferred upon or reserved
to the Indenture Trustee, any Series Enhancer, any Interest Rate Hedge Provider
or to the Holders pursuant to this Indenture or any Supplement is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.


 


Section 811.           Delay or Omission Not Waiver.  No delay or omission of the Indenture
Trustee, any Series Enhancer, any Interest Rate Hedge Provider or any Holder of
any Note to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. 
Every right and remedy given by this Article or by law to the Indenture
Trustee or to the Holders may be exercised from time to time, and as often as
may be deemed expedient, by the Indenture Trustee, any Series Enhancer, any
Interest Rate Hedge Provider, any Letter of Credit Bank, or the Holders, as the
case may be, subject to the right of the Control Party to control such right pursuant
to Section 812 hereof.


 


Section 812.           Control by Requisite Global
Majority.  Upon the occurrence of an
Event of Default, the Requisite Global Majority shall, except as set forth in
the proviso to Section 804 hereof, have the right to direct the time, method
and place of conducting any Proceeding for any remedy available to the
Indenture Trustee or exercising any trust or power conferred on the Indenture
Trustee, provided that
(i) such direction shall not be in conflict with any rule of law or with
this Indenture, including, without limitation, Section 804 hereof,
(ii) such Requisite Global Majority has offered to the Indenture Trustee
reasonable security or indemnity against costs, expenses and liabilities which
it might incur in connection therewith as provided in Section 902(iii) hereof
and (iii) the Indenture Trustee may take any other action deemed proper by
the Indenture Trustee which is not inconsistent with such direction.


 


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Section 813.           Waiver of Past Defaults.  (a) The Requisite Global Majority may,
on behalf of all Noteholders of all Series, waive any past Event of Default and
its consequences, except that:


 


(i)            a waiver of any
payment default (including any Event of Default under clause (i) or (ii) of
Section 801 hereof) shall require the consent of all of the Control Parties and,
to the extent required pursuant to Section 1002(a), each affected Noteholder, and
shall not require Requisite Global Majority consent;


 


(ii)           any waiver in
respect of a covenant or provision hereof which, pursuant to Section 1002
hereof, cannot be modified or amended without the consent of (x) each
Holder of each Outstanding Note affected thereby and each Series Enhancer or
(y) each Control Party for each Series of Notes or (z) the Series
Enhancer under the Series 2005-1 Supplement, shall require the consent of such
Persons as are required to amend such covenant or provision (in addition to the
consent of the Requisite Global Majority); and


 


(iii)          any
waiver by the Requisite Global Majority with respect to any Event of Default
shall not be effective until the tenth (10th) Business Day following
delivery of notice thereof to the Series Enhancer for the Series 2005-1 Notes
unless such Series Enhancer otherwise agrees.


 


(b)      Upon any waiver pursuant
to Section 813(a) above, such Event of 
Default shall cease to exist and shall be deemed to have been cured and
not to have occurred for every purpose of this Indenture; provided, however, that no such waiver
shall extend to any subsequent or other Event of Default or impair any right
consequent thereon.  No such waiver shall
affect any Interest Rate Swap Agreement that has been terminated in accordance
with its terms.


 


Section 814.           Undertaking for Costs.  All parties to this Indenture agree, and each
Holder of any Note by acceptance thereof shall be deemed to have agreed, that
any court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Indenture Trustee
for any action taken, suffered or omitted by it as the Indenture Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees and expenses, against any party litigant
in such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; provided,
however, that the provisions of this Section shall not apply to any
suit instituted by the Indenture Trustee, to any suit instituted by any Holder,
or group of Holders, holding in the aggregate more than 10% of the aggregate
principal balance of the Notes of all Series then Outstanding, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
or interest on any Note on or after the Legal Final Maturity Date of such Note.


 


Section 815.           Waiver of Stay or Extension Laws.  The Issuer covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and the Issuer
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Indenture Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.


 


Section 816.           Sale of Collateral.  (a) The power to effect any sale (a “Sale”)
of any portion of the Collateral pursuant to Section 804 hereof shall not be
exhausted by any one or more Sales as to any portion of the Collateral
remaining unsold, but shall continue unimpaired until the entire


 


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Collateral shall have been sold or all
Outstanding Obligations shall have been paid in full.  The Indenture Trustee (at the direction of
the Requisite Global Majority) may from time to time postpone any Sale by
public announcement made at the time and place of such Sale.


 


(b)      Upon any Sale, whether
made under the power of sale hereby given or under judgment, order or decree in
any Proceeding for the foreclosure or involving the enforcement of this
Indenture:  (i) the Indenture
Trustee, at the written direction of the Requisite Global Majority, may bid for
and purchase the property being sold, and upon compliance with the terms of
such Sale may hold, retain and possess and dispose of such property in
accordance with the terms of this Indenture; and (ii) the receipt of the
Indenture Trustee or of any officer thereof making such Sale shall be a
sufficient discharge to the purchaser or purchasers at such Sale for its or
their purchase money, and such purchaser or purchasers, and its or their
assigns or personal representatives, shall not, after paying such purchase money
and receiving such receipt of the Indenture Trustee or of such officer
therefor, be obliged to see to the application of such purchase money or be in
any way answerable for any loss, misappropriation or non-application thereof.


 


(c)      The Indenture Trustee shall
execute and deliver an appropriate instrument of conveyance transferring its
interest in any portion of the Collateral in connection with a Sale
thereof.  In addition, the Indenture
Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the
Issuer to transfer and convey its interest (subject to user’s rights of quiet
enjoyment) in any portion of the Collateral in connection with a Sale thereof,
and to take all action necessary to effect such Sale.  No purchaser or transferee at such a Sale
shall be bound to ascertain the Indenture Trustee’s authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
monies.


 


(d)      The Indenture Trustee
acknowledges that its right to sell, transfer or otherwise convey any Interest
Rate Swap Agreement or exercise any foreclosure rights with respect thereto
shall be subject to compliance with the provisions of the applicable Interest
Rate Swap Agreement.


 


Section 817.           .Action on Notes.  The Indenture Trustee’s right to seek and
recover judgment on the Notes or under this Indenture or any Supplement shall
not be affected by the seeking, obtaining or application of any other relief
under or with respect to this Indenture or any Supplement.  Neither the Lien of this Indenture nor any
rights or remedies of the Indenture Trustee, any Series Enhancer, any Interest
Rate Hedge Provider or the Noteholders shall be impaired by the recovery of any
judgment by the Indenture Trustee against the Issuer or by the levy of any
execution under such judgment upon any portion of the Collateral or upon any of
the assets of the Issuer.


 


Section 818.           Determination of Existence of
Event of Default for Purposes of Section 302(e).  The Indenture Trustee shall distribute
amounts pursuant to the provisions of Section 302(e) hereof on each Payment
Date that occurs during the period commencing on the Indenture Trustee’s
receipt of notice from the Manager, the Issuer, the Contributor or the
Requisite Global Majority that an Event of Default has occurred and is
continuing on the date of such notice and ending on the date on which the
applicable Event of Default has been waived in a written notice to the
Indenture Trustee and Issuer executed by the Persons required to consent
thereto pursuant to Section 813.


 


Section 819.           Waiver of Trigger Event.  Any waiver of a Trigger Event (other
than an Event of Default) shall not be effective until the fifth (5th)
Business Day following delivery of notice thereof to the Series Enhancer for
the Series 2005-1 Notes unless such Series Enhancer otherwise agrees.


 


Section 820.           Notification of Each Series
Enhancer.  Upon the Indenture Trustee’s
receipt of notice with respect to, without duplication, (1) any exercise
by the Requisite Global Majority of its rights under any Related Document,
(2) any direction or instruction by the Requisite Global Majority


 


63

















 


with respect to any Related Document or
(3) any declaration, waiver or other action of the Requisite Global
Majority under any Related Document, the Indenture Trustee shall deliver a
written notice to each Series Enhancer (other than any Series Enhancer
constituting part of such Requisite Global Majority) informing it of such
exercise, direction, instruction, declaration, waiver or action no later than
one (1) Business Day after the Indenture Trustee’s receipt of the applicable
notice.


 


ARTICLE IX



CONCERNING THE INDENTURE TRUSTEE


 


Section 901.           Duties of the Indenture Trustee.  The Indenture Trustee, prior to the occurrence
of an Event of Default or after the cure or waiver of any Event of Default that
may have occurred, undertakes to perform such duties and only such duties as
are specifically set forth in this Indenture and the related Supplement and no
implied duties shall be inferred against it. 
If an Event of Default with respect to any Series has occurred and is
continuing, the Indenture Trustee, at the written direction of the Control
Party, shall exercise such of the rights and powers vested in it by this
Indenture and the related Supplement, and use the same degree of care and skill
in its exercise as a prudent Person would exercise or use under the
circumstances in the conduct of such Person’s own affairs.


 


The Indenture Trustee, upon
receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Indenture Trustee which
are specifically required to be furnished pursuant to any provisions of this
Indenture and any applicable Supplement, shall determine whether they are
substantially in the form required by this Indenture and any applicable
Supplement; provided, however,
that the Indenture Trustee shall not be responsible for the accuracy or content
(including mathematical calculations) of any such resolution, certificate,
statement, opinion, report, document, order or other instrument furnished
pursuant to this Indenture and any applicable Supplement.


 


No provision
of this Indenture or any Supplement shall be construed to relieve the Indenture
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided,
however, that:


 


(i)            Prior to the
occurrence of an Event of Default and after the cure or waiver of any Event of
Default that may have occurred, the duties and obligations of the Indenture
Trustee shall be determined solely by the express provisions of this Indenture
and any Supplements issued pursuant to the terms hereof.  The Indenture Trustee shall not be liable
except for the performance of such duties and obligations as are specifically
set forth in this Indenture and any Supplements issued pursuant to the terms
hereof, and no implied covenants or obligations shall be read into this
Indenture against the Indenture Trustee and, in the absence of bad faith on the
part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates, statements, reports, documents, orders, opinions
or other instruments (whether in their original or facsimile form) furnished to
the Indenture Trustee and conforming to the requirements of this Indenture and
any Supplements issued pursuant to the terms hereof;


 


(ii)           The Indenture
Trustee shall not be liable for an error of judgment made in good faith by a
Corporate Trust Officer or Corporate Trust Officers of the Indenture Trustee,
unless it shall be proved that the Indenture Trustee was negligent in
ascertaining the pertinent facts; and


 


64

















 


(iii)          The Indenture
Trustee shall not be personally liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with the
direction of the Control Party relating to the time, method and place of
conducting any proceeding for any remedy available to the Indenture Trustee, or
exercising any trust or power conferred upon the Indenture Trustee, under this
Indenture.


 


No provisions of this Indenture
shall require the Indenture Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
security or indemnity against such risk or liability is not reasonably assured
to it (the unsecured indemnity of (A) a Rated Institutional Noteholder, or (B)
any Series Enhancer (so long as its claims paying ability is rated “AAA” by
S&P or “Aaa” by Moody’s, as applicable) shall not constitute reasonable
grounds for believing that repayment of any such funds is not reasonably
assured to it.)


 


Whether or not therein
expressly so provided, every provision of this Indenture relating to the
conduct or affecting the liability of or affording protection to the Indenture
Trustee shall be subject to the provisions of this Section 901.


 


Section 902.           Certain Matters Affecting the
Indenture Trustee.  Except as
otherwise provided in Section 901 hereof:


 


(i)            The Indenture
Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting upon any Opinion of Counsel, certificate of an officer
of the Manager, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond
or other paper or document (whether in its original or facsimile form)
reasonably believed by it to be genuine and to have been signed or presented by
the proper party or parties;


 


(ii)           The Indenture
Trustee may consult with counsel of its selection and any advice of such
counsel shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by it hereunder in good faith and in
accordance in reliance thereof;


 


(iii)          The Indenture
Trustee shall be under no obligation to institute, conduct or defend any
litigation or proceeding hereunder or in relation hereto at the request, order
or direction of the Control Party, pursuant to the provisions of this Indenture,
unless the Control Party shall have offered to the Indenture Trustee reasonable
security or indemnity satisfactory to it against the costs, expenses and
liabilities which may be incurred therein or thereby (the unsecured indemnity
of (A) a Rated Institutional Noteholder being deemed satisfactory for such
purpose or (B) any Series Enhancer (so long as its claims paying ability is
rated “AAA” by S&P or “Aaa” by Moody’s as applicable) being deemed
satisfactory for such purpose);


 


(iv)          The Indenture Trustee
shall not be liable for any action taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Indenture;


 


(v)           The Indenture
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or document,
unless requested in writing to do so by the Control Party; provided, however that the Indenture


 


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Trustee
may require reasonable security or indemnity satisfactory to it against any
cost, expense or liability likely to be incurred in making such investigation
as a condition to so proceeding (the unsecured indemnity of (A) a Rated
Institutional Noteholder being deemed satisfactory for such purposes or (B) any
Series Enhancer (so long as its claims paying ability is rated “AAA” by S&P
or “Aaa,” by Moody’s as applicable) being deemed satisfactory for such
purpose).  The reasonable expense of any
such examination shall be paid, on a pro
rata basis, by the Noteholders or, if paid by the Indenture Trustee,
shall be reimbursed by such Noteholders upon demand;


 


(vi)          The Indenture
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through its agents or attorneys and the
Indenture Trustee shall not be responsible for any misconduct or negligence on
the part of any agent or attorney appointed by it with due care hereunder; provided, however, that any agreement with
an agent or an attorney shall provide for due care by such agent or attorney in
respect of the Issuer;


 


(vii)         The Indenture
Trustee shall not be charged with knowledge of any default or Event of Default
unless either a Corporate Trust Officer of the Indenture Trustee shall have
actual knowledge or written notice of such shall have been actually received by
a Corporate Trust Officer of the Indenture Trustee; and


 


(viii)        the rights,
privileges, protections, immunities and benefits given to the Indenture
Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Indenture Trustee in each of its
capacities hereunder, and to each agent, custodian and other Person employed to
act hereunder.


 


The provisions of this Section
902 shall be applicable to the Indenture Trustee in its capacity as the
Indenture Trustee under this Indenture. 
Delivery of any reports, information and documents to the Indenture
Trustee provided for herein (or in any Related Document) is for informational
purposes only and the Indenture Trustee’s receipt of such shall not constitute
constructive knowledge of any information contained therein or determinable
from information contained therein, including the Manager’s or Issuer’s
compliance with any of its representations, warranties or covenants under this
Indenture or any of the Related Documents (as to which the Indenture Trustee is
entitled to rely exclusively on Officers’ Certificates).


 


Section 903.           Indenture Trustee Not Liable.  (a)  The recitals contained herein
(other than the representations and warranties contained in Section 911
hereof), in any Supplement and in the Notes (other than the certificate of
authentication on the Notes) shall be taken as the statements of the Issuer,
and the Indenture Trustee assumes no responsibility for their correctness.  The Indenture Trustee makes no
representations as to the validity or sufficiency of this Indenture, any
Supplement, the Notes, the Collateral or of any related document.  The Indenture Trustee shall not be
accountable for the use or application by the Issuer of any of the Notes or of
the proceeds thereof, or for the use or application of any funds paid to the
Issuer or the Manager in respect of the Collateral.


 


(b)      The Indenture Trustee
shall have no responsibility or liability for or with respect to the existence
or validity of any Owner Compressor, the perfection of any security interest
(whether as of the date hereof or at any future time), the maintenance of or
the taking of any action to maintain such perfection, the validity of the
assignment of any portion of the Collateral to the Indenture Trustee or of any
intervening assignment, the compliance by any Universal Affiliate with any
covenant or the breach by any Universal Affiliate of any warranty or
representation made hereunder, in any Supplement or in any related document or
the accuracy of such warranty or representation, any


 


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investment
of monies in the Trust Account or any Series Account or any loss resulting
therefrom (provided that such
investments are made in accordance with the provisions of Section 303 hereof),
or the acts or omissions of the Manager taken in the name of the Indenture
Trustee.


 


(c)      Except as expressly
provided herein or in any Supplement, the Indenture Trustee shall not have any
obligation or liability under any Contract by reason of or arising out of this
Indenture or the granting of a security interest in such Contract hereunder or
the receipt by the Indenture Trustee of any payment relating to any Contract
pursuant hereto, nor shall the Indenture Trustee be required or obligated in
any manner to perform or fulfill any of the obligations of the Issuer or the
Manager under or pursuant to any Contract, or to make any payment, or to make
any inquiry as to the nature or the sufficiency of any payment received by it,
or the sufficiency of any performance by any party, under any Contract.


 


Section 904.           Indenture Trustee May Own Notes.  The Indenture Trustee in its individual or
any other capacity may become the owner or pledgee of Notes with the same
rights it would have if it were not the Indenture Trustee; provided that such transaction shall not
result in the disqualification of the Indenture Trustee for purposes of Rule
3a-7 under the Investment Company Act of 1940.


 


Section 905.           Indenture Trustee’s Fees and
Expenses.  The fees (“Indenture
Trustee’s Fees”) of the Indenture Trustee shall be paid by the Issuer in
accordance with Section 302 hereof in an amount equal to $12,000 per year.  In addition, on the Closing Date, the Issuer
shall pay to the Indenture Trustee an up-front fee equal to $7,500 plus
reasonable attorney’s fees.  Subject to
the provisions of Section 902(iii) hereof, the Issuer shall, to the extent not
paid by the Manager, indemnify the Indenture Trustee and each of its officers,
directors and employees for, and hold them harmless against, (i) any loss,
liability, damage claim or expense (including attorney’s fees and expenses)
incurred without negligence or willful misconduct on their part, arising out of
or in connection with the acceptance or administration of this trust, including
the costs and expenses of defending itself both individually and in its
representative capacity against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder and (ii) any
loss, liability or expense directly or indirectly incurred as a result of any
penalty or other cost imposed by the Internal Revenue Service or other taxing
authority (the amounts described in clauses (i) and (ii) collectively, the “Indenture
Trustee Indemnified Amounts”).


 


The obligations of the Issuer
under this Section 905 to compensate the Indenture Trustee, to pay or reimburse
the Indenture Trustee for expenses, disbursements and advances and to indemnify
and hold harmless, the Indenture Trustee shall constitute Outstanding Obligations
hereunder and shall survive the resignation or removal of the Indenture Trustee
and the satisfaction and discharge of this Indenture.


 


When the Indenture Trustee
incurs expenses or renders services in connection with an Event of Default
specified in Section 801(xi) or Section 801(xii), the expenses and the
compensation for the services are intended to constitute expenses of
administration under any bankruptcy law.


 


Section 906.           Eligibility Requirements for the
Indenture Trustee.  The Indenture
Trustee hereunder shall at all times be a national banking association or a
corporation, organized and doing business under the laws of the United States
of America or any State, and authorized under such laws to exercise corporate
trust powers.  In addition, the Indenture
Trustee or its parent corporation shall at all times (i) have a combined
capital and surplus of at least $250,000,000, (ii) be subject to
supervision or examination by Federal or state authority and (iii) have a
long-term unsecured senior debt rating of “A-2” or better by Moody’s Investors
Service, Inc. and a long-term unsecured senior debt rating of “A” by Standard
& Poor’s Rating Services and short-term unsecured senior debt rating of “P-1”
or better by Moody’s Investors Service, Inc. and a short-term unsecured senior
debt rating of “A-2” by Standard &


 


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Poor’s Rating Services.  If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of such supervising
or examining authority, then, for the purposes of this Section 906, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published.  In case at any
time the Indenture Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Indenture Trustee shall resign promptly in the
manner and with the effect specified in Section 907 hereof.


 


Section 907.           Resignation and Removal of the
Indenture Trustee.  The Indenture
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the Issuer, the Manager, the Deal Agent,
each Series Enhancer, each Interest Rate Hedge Provider and the
Noteholders.  Upon receiving such notice
of resignation, the Issuer shall promptly appoint a successor trustee by
written instrument, a copy of which original instrument shall be delivered to
the resigning Indenture Trustee and the successor Indenture Trustee.  A copy of the instrument shall also be
delivered to the Deal Agent.  If no
successor Indenture Trustee shall have been so appointed and have accepted
appointment within 90 days after the giving of such notice of resignation, the
Requisite Global Majority may appoint a successor trustee or, if it does not do
so within 30 days thereafter, the resigning Indenture Trustee may petition at
the expense of the Issuer any court of competent jurisdiction for the
appointment of a successor trustee, which successor trustee shall meet the
eligibility standards set forth in Section 906.


 


If at any time the Indenture
Trustee shall cease to be eligible in accordance with the provisions of Section
906 hereof and shall fail to resign after written request therefor by the
Issuer, any Series Enhancer or the Manager, or if at any time the Indenture
Trustee shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or a receiver of the Indenture Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Indenture
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Issuer shall remove the Indenture Trustee
and appoint a successor Indenture Trustee by written instrument, in duplicate,
one copy of which original instrument shall be delivered to the Indenture
Trustee so removed and one copy to the successor Indenture Trustee.


 


Any resignation or removal of
the Indenture Trustee and appointment of a successor trustee pursuant to any of
the provisions of this Section shall become effective upon, and only upon,
acceptance of appointment by the successor trustee as provided in Section 908
hereof.


 


Section 908.           Successor Indenture Trustee.  Any successor Indenture Trustee appointed as
provided in Section 907 hereof shall execute, acknowledge and deliver to the
Issuer and to its predecessor Indenture Trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor Indenture Trustee shall become effective and such successor
Indenture Trustee, without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as the Indenture
Trustee herein.  The predecessor
Indenture Trustee shall upon payment of all charges due it, its agents and
counsel deliver to the successor Indenture Trustee all documents relating to
the Collateral, if any, delivered to it, together with any amount remaining in
the Trust Account, and any other Series Accounts.  In addition, the predecessor Indenture
Trustee and, upon request of the successor Indenture Trustee, the Issuer shall
execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the
successor Indenture Trustee all such rights, powers, duties and obligations.


 


No successor Indenture Trustee
shall accept appointment as provided in this Section unless at the time of such
acceptance such successor Indenture Trustee shall be eligible under the


 


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provisions of
Section 906 hereof and the Requisite Global Majority has not objected to such
appointment within ten (10) days.


 


Upon acceptance of appointment
by a successor Indenture Trustee as provided in this Section, the Issuer shall
mail notice of the succession of such Indenture Trustee hereunder to each
Interest Rate Hedge Provider and to all Noteholders at their addresses as shown
in the registration books maintained by the Indenture Trustee.  If the Issuer fails to mail such notice
within 10 days after acceptance of appointment by the successor Indenture
Trustee, the successor Indenture Trustee shall cause such notice to be mailed
at the expense of the Issuer.


 


Section 909.           Merger or Consolidation of the
Indenture Trustee.  Any entity into
which the Indenture Trustee may be merged or converted or with which it may be
consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Indenture Trustee shall be a party, or any entity
succeeding to the business of the Indenture Trustee, shall be the successor of
the Indenture Trustee hereunder, provided such entity shall be eligible under
the provisions of Section 906 hereof, without the execution or filing of any
paper, deed or conveyance or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.


 


Section 910.           Separate Indenture Trustees,
Co-Indenture Trustees and Custodians. 
If the Indenture Trustee is not capable of acting outside the United
States, it shall have the power from time to time to appoint one or more
Persons or corporations to act either as co-trustees jointly with the Indenture
Trustee, or as separate trustees, or as custodians, for the purpose of holding
title to, foreclosing or otherwise taking action with respect to any of the
Collateral, when such separate trustee or co-trustee is necessary or advisable
under any Applicable Laws or for the purpose of otherwise conforming to any
legal requirement, restriction or condition in any applicable
jurisdiction.  The separate trustees,
co-trustees, or custodians so appointed shall be trustees, co-trustees, or
custodians for the benefit of all Noteholders and each Interest Rate Hedge
Provider, and shall have such powers, rights and remedies as shall be specified
in the instrument of appointment; provided,
however, that no such appointment shall, or shall be deemed to,
constitute the appointee an agent of the Indenture Trustee.  The Issuer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.


 


Every separate
trustee, co-trustee and custodian shall, to the extent permitted by law, be
appointed and act subject to the following provisions and conditions:


 


(i)            all powers, duties,
obligations and rights conferred upon the Indenture Trustee in respect of the
receipt, custody and payment of moneys shall be exercised solely by the
Indenture Trustee;


 


(ii)           all other rights,
powers, duties and obligations conferred or imposed upon the Indenture Trustee
shall be conferred or imposed upon and exercised or performed by the Indenture
Trustee and such separate trustee, co-trustee, or custodian jointly, except to
the extent that under any law of any jurisdiction in which any particular act
or acts are to be performed the Indenture Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Collateral or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee, co-trustee or custodian;


 


(iii)          no trustee or
custodian hereunder shall be personally liable by reason of any act or omission
of any other trustee or custodian hereunder; and


 


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(iv)          the Issuer or the
Indenture Trustee may at any time accept the resignation of or remove any
separate trustee, co-trustee or custodian so appointed by it or them if such
resignation or removal does not violate the other terms of this Indenture.


 


Any notice, request or other
writing given to the Indenture Trustee shall be deemed to have been given to
each of the then separate trustees and co-trustees, as effectively as if given
to each of them.  Every instrument
appointing any separate trustee, co-trustee, or custodian shall refer to this
Indenture and the conditions of this Article. 
Each separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Indenture Trustee or
separately, as may be provided therein, subject to all the provisions of this
Indenture, specifically including every provision of this Indenture relating to
the conduct of, affecting the liability of, or affording protection to, the
Indenture Trustee.  Every such instrument
shall be furnished to the Indenture Trustee and each Series Enhancer.


 


Any separate trustee,
co-trustees, or custodian may, at any time, constitute the Indenture Trustee,
its agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Indenture
on its behalf and in its name.  If any
separate trustee, co-trustee, or custodian shall die, become incapable of
acting, resign or be removed, all of its estates, properties, rights, remedies
and trusts shall vest in and be exercised by the Indenture Trustee, to the
extent permitted by law, without the appointment of a new or successor trustee
or custodian.


 


No separate trustee, co-trustee
or custodian hereunder shall be required to meet the terms of eligibility as
successor trustee under Section 906 hereof and no notice to Noteholders of the
appointment thereof shall be required under Section 908 hereof.


 


The Indenture Trustee agrees to
instruct the co-trustees, if any, to the extent necessary to fulfill the
Indenture Trustee’s obligations hereunder.


 


Section 911.           Representations and Warranties.  The Indenture Trustee hereby represents and
warrants as of the date of issuance of each Series that:


 


(a)      Organization and Good
Standing.  The Indenture Trustee is a
national banking association duly organized, validly existing and in good
standing under the laws of the United States of America, and has the power to
own its assets and to transact the business in which it is presently engaged;


 


(b)      Authorization.  The Indenture Trustee has the power,
authority and legal right to execute, deliver and perform this Indenture and
each Supplement and to authenticate the Notes, and the execution, delivery and
performance of this Indenture and each Supplement and the authentication of the
Notes has been duly authorized by the Indenture Trustee by all necessary
corporate action;


 


(c)      Binding Obligations.  This Indenture and each Supplement, assuming
due authorization, execution and delivery by the Issuer, constitutes the legal,
valid and binding obligations of the Indenture Trustee, enforceable against the
Indenture Trustee in accordance with its terms, except that (i) such
enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium
or other similar laws (whether statutory, regulatory or decisional) now or
hereafter in effect relating to creditors’ rights generally and the rights of
trust companies in particular and (ii) the remedy of specific performance
and injunctive and other forms of equitable relief may be subject to certain
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought, whether in a proceeding at law or in
equity;


 


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(d)      No Violation.  The performance by the Indenture Trustee of
its obligations under this Indenture and each Supplement will not conflict
with, result in any breach of any of the terms and provisions of, or constitute
(with or without notice, lapse of time or both) a default under, the charter
documents or bylaws of the Indenture Trustee;


 


(e)      No Proceedings.  There are no proceedings or investigations to
which the Indenture Trustee is a party pending, or, to the knowledge of the
Indenture Trustee without independent investigation, threatened, before any
court, regulatory body, administrative agency or other tribunal or Governmental
Authority (A) asserting the invalidity of this Indenture or the Notes,
(B) seeking to prevent the issuance of the Notes or the consummation of
any of the transactions contemplated by this Indenture or (C) seeking any
determination or ruling that would materially and adversely affect the
performance by the Indenture Trustee of its obligations under, or the validity
or enforceability of, this Indenture or the Notes;


 


(f)       Approvals.  Neither the execution or delivery by the
Indenture Trustee of this Indenture nor the consummation of the transactions by
the Indenture Trustee contemplated hereby requires the consent or approval of,
the giving of notice to, the registration with or the taking of any other
action with respect to any Governmental Authority under any existing federal or
State of Minnesota law governing the banking or trust powers of the Indenture
Trustee;


 


(g)      Control of Indenture
Trustee.  The Indenture Trustee is
not directly or indirectly controlled by any Universal Affiliate or any of its
Affiliates.  The Indenture Trustee will
promptly notify the Issuer, each Series Enhancer, each Interest Rate Hedge
Provider, the Deal Agent and the Contributor if it at any time it becomes
controlled by any Universal Affiliate or any of its Affiliates;


 


(h)      Knowledge of Adverse
Claims.  Wells Fargo Bank, National
Association does not have any knowledge of adverse claim with respect to the
Collateral in which the security interest is being granted;


 


(i)       No Conflict; Legal
Compliance.  The execution, delivery
and performance of this Indenture and each of the Supplements will not: (a)
contravene any provision of the Indenture Trustee’s Organizational Documents;
(b) contravene, conflict with or violate any Applicable Law or regulation, or
any order, writ, judgment, injunction, decree, determination or award of any
Governmental Authority that could result in a Material Adverse Change; or (c)
violate or result in the breach of, or constitute (with or without Notice,
lapse of time or both) a default under this Indenture, the Related Documents,
any other indenture or other loan or credit agreement, or other agreement or
instrument to which Indenture Trustee is a party or by which Indenture Trustee,
or its property and assets may be bound or affected that could result in a
Material Adverse Change or result in a Lien on any Collateral other than
Permitted Encumbrances. Indenture Trustee is not in violation or breach of or
default under any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award or any contract, agreement, lease, license,
indenture or other instrument to which it is a party that could result in a
Material Adverse Change; and


 


(j)       Compliance with Law. 
The Indenture Trustee:


 


(i)            is not in violation
of (1) any laws, ordinances, governmental rules or regulations, or (2) court
orders to which it is subject, the violation of either of which could
reasonably be expected to materially and adversely affect the ability of the
Indenture Trustee to perform its obligations under and comply with the terms of
this Indenture or any of the Supplements or other Related Documents to which it
is a party;


 


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(ii)           has not failed to
obtain any licenses, permits, franchises or other governmental authorizations
which failure could reasonably be expected to materially and adversely affect
the ownership of its property or the conduct of its business including, without
limitation, with respect to transactions contemplated by this Indenture and any
of the Supplements or other Related Documents to which it is a party; and


 


(iii)          is not in violation
in any respect of any term of any agreement, certificate of formation, by law,
or any instrument to which it is a party or by which it may be bound, which
violation could reasonably be expected to materially and adversely affect the
business or condition (financial or otherwise) of the Indenture Trustee, or the
interests of the Noteholders, any Series Enhancer or Eligible Interest Rate
Hedge Counterparty in any Collateral.


 


Section 912.           Indenture Trustee Offices.  The Indenture Trustee shall maintain in the
State of Minnesota an office or offices or agency or agencies where Notes may
be surrendered for registration of transfer or exchange, which office shall
initially be located at MAC N9311-161, Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479 and shall promptly notify the Issuer, the Manager,
the Noteholders and each Interest Rate Hedge Provider of any change of such
location.


 


Section 913.           Notice of Event of Default.  If a Corporate Trust Officer of the Indenture
Trustee shall have actual knowledge that an Event of Default with respect to
any Series shall  have occurred and be
continuing, the Indenture Trustee shall promptly (but in any event within five
(5) Business Days) give written notice thereof to each Noteholder, each
Interest Rate Hedge Provider and any Rating Agency and Series Enhancer of such
Series.  For all purposes of this
Indenture, in the absence of actual knowledge by a Corporate Trust Officer of
the Indenture Trustee, the Indenture Trustee shall not be deemed to have actual
knowledge of any Event of Default unless notified in writing thereof by the
Issuer, the Seller, the Manager, any Series Enhancer or any Noteholder, and
such notice references the applicable Series of Notes generally, the Issuer,
this Indenture or the applicable Supplement.


 


Section 914.           Indenture Trustee’s Application
for Instructions from the Issuer. 
Any application by the Indenture Trustee for written instructions from
the Issuer may, at the option of the Indenture Trustee, set forth in writing
any action proposed to be taken or omitted by the Indenture Trustee under this
Indenture and the date on and/or after which such action shall be taken or such
omission shall be effective.  The
Indenture Trustee shall not be liable for any action taken by, or omission of,
the Indenture Trustee in accordance with a proposal included in such
application on or after the date specified in such application (which date
shall not be less than three (3) Business Days after the date any officer of
the Issuer actually receives such application, unless any such officer shall
have consented in writing to any earlier date) unless prior to taking any such
action (or the effective date in the case of an omission), the Indenture
Trustee shall have received written instructions in response to such
application specifying the action to be taken or omitted.


 


Section 915.           [Intentionally Left Blank].


 


Section 916.           Indenture Trustee’s Duties -
Monthly Tape.  (a)  Pursuant
to the Management Agreement, the Manager is required to deliver to the
Indenture Trustee and the Indenture Trustee hereby consents to accept, on each
Determination Date, the Monthly Tape, which Monthly Tape shall contain each
User’s name, address, telephone number, location of Owner Compressor(s),
monthly revenue rate, maintenance information and other pertinent terms and
conditions of the User Contract; provided,
however, that the Monthly Tape is in a format to be agreed upon by
the Manager and the Indenture Trustee. 
The Indenture Trustee shall notify the Issuer, the Manager, any Interest
Rate Hedge Provider and any Series Enhancer in writing of any material
inconsistencies between the related Manager


 


72

















 


Report and the Monthly Tape and of any
information that is missing from such Manager Report and shall confirm conformity
of actual Manager remittances to such Manager Report.


 


(b)      If the Manager disagrees
with the computations provided under paragraph (a) above by the Indenture
Trustee or if the Manager has not reconciled such discrepancy, the Indenture
Trustee agrees to confer with the Manager to resolve such disagreement on or
prior to the next succeeding Determination Date and shall settle such
discrepancy with the Manager, and notify the Deal Agent and any Series Enhancer
of the resolution thereof.  The Manager
hereby agrees to cooperate, at its own expense, with the Indenture Trustee in
reconciling any discrepancies herein.  If
within thirty (30) days of notice to the Manager, any Series Enhancer, any
Interest Rate Hedge Provider, the Deal Agent and the Indenture Trustee, such
discrepancy is not resolved, the Indenture Trustee shall promptly notify any
Interest Rate Hedge Provider and any Series Enhancer of such discrepancy.  Following receipt of such notice from the
Indenture Trustee, the Manager shall deliver to the Rating Agencies, the
Noteholders, any Series Enhancer, any Interest Rate Hedge Provider and the
Indenture Trustee no later than the related Payment Date a certificate
describing the nature and cause of such discrepancies and the Manager shall
hire independent accountants (who may also provide other services to the
Manager), at Manager’s expense, to examine the Manager Report and attempt to
reconcile discrepancies at the earliest possible date.  The result, if any, of such reconciliation
shall be reflected in the Manager Report for the next succeeding Determination
Date.


 


Other than the duties
specifically set forth in this Indenture, the Indenture Trustee shall have no
obligations hereunder, including, without limitation, to supervise, verify,
monitor or administer the performance of the Manager.  The Indenture Trustee shall have no liability
for any actions taken or omitted by the Manager.  The duties and obligations of the Indenture
Trustee shall be determined solely by the express provisions of this Indenture
and no implied covenants or obligations shall be read into this Indenture
against the Indenture Trustee.


 


ARTICLE X



SUPPLEMENTAL INDENTURES; AMENDMENTS


 


Section 1001.         Supplemental Indentures Not
Requiring Consent of Holders.  (a)
 Without the consent of any Holder and based on an Opinion of Counsel in
form and substance reasonably acceptable to the Indenture Trustee to the effect
that such Supplement is for one of the purposes set forth in clauses (i)
through (viii) below, the Issuer and the Indenture Trustee, at any time and
from time to time, may, enter into an amendment hereto or into one or more
Supplements in form satisfactory to the Indenture Trustee, for any of the
following purposes:


 


(i)            to add to the
covenants of the Issuer in this Indenture for the benefit of the Holders of all
Series then Outstanding or of any Series Enhancer, or to surrender any right or
power conferred upon the Issuer in this Indenture;


 


(ii)           to cure any
ambiguity or to correct or supplement any provision in this Indenture which is
inconsistent with any other provision in this Indenture;


 


(iii)          to correct or
amplify the description of any property at any time subject to the Lien of this
Indenture, or better to assure, convey and confirm unto the Indenture Trustee
any property subject or required to be subject to the Lien of this Indenture,
or to subject additional property to the Lien of this Indenture;


 


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(iv)          to add to the
conditions, limitations and restrictions on the authorized amount, terms and
purposes of issue, authentication and delivery of the Notes, as herein set
forth, or additional conditions, limitations and restrictions thereafter to be
observed by the Issuer;


 


(v)           to convey, transfer,
assign, mortgage or pledge any additional property to or with the Indenture
Trustee;


 


(vi)          to evidence the
succession of the Indenture Trustee pursuant to Article IX;


 


(vii)         to add any
additional Events of Default; or


 


(viii)        to issue any
additional Series of Notes in accordance with the provisions of Section 1006
hereof.


 


If the terms of any such
Supplement or amendment contemplated by this Section 1001 adversely affects the
rights, duties or interests of any Interest Rate Hedge Provider or any Series
Enhancer, then each such Interest Rate Hedge Provider and Series Enhancer must
also issue its prior written consent to such Supplement or amendment.  The Issuer shall provide written notice of
the terms of any such Supplement or amendment contemplated pursuant to this
Section 1001 to the Rating Agencies and any Series Enhancer at least five (5)
Business Days prior to the effectiveness.


 


(b)      Promptly
after the execution by the Issuer and the Indenture Trustee of any amendment or
Supplement pursuant to this Section 1001, the Issuer shall mail to the Holders
of all Notes then Outstanding, each Rating Agency, each Interest Rate Hedge
Provider and each Series Enhancer, a notice setting forth in general terms the
substance of such amendment or Supplement, together with a copy of the text of
such amendment or Supplement.  Any
failure of the Issuer to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amendment or
Supplement.


 


Section 1002.         Supplemental Amendment (Not Creating
a New Series) with Consent of Holders. 
(a) With the consent of the Requisite Global Majority, the Issuer
and the Indenture Trustee may enter into an amendment or a Supplement hereto
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders under this Indenture (to the extent such
subject matter is not addressed in Section 1001 or Section 1006 hereof); provided, however, that no such amendment
or Supplement shall amend or modify the terms of any Supplement related to a
particular Series (i.e., the
Supplement establishing the Principal Terms of such Series) without the consent
of the Control Party for such Series; and provided, further, that (1) no such amendment or
Supplement shall, without the consent of the Holder of each Outstanding Note
affected thereby and each Series Enhancer:


 


(i)            extend the
due date for the payment of any principal of, or reduce the principal amount
of, or reduce any scheduled repayment of the principal balance of, any Note or
reduce the rate of interest payable thereon, change the priority of any such
principal or interest payments pursuant to this Indenture or any Supplement, or
the date on which, or the place of payment where, any such payment is to be
made; or


 


(ii)           change the coin or
currency in which the principal balance of any Note or the interest thereon is
payable; or


 


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(iii)          impair the right to
institute suit for the enforcement of (A) any interest payment on any Payment
Date, or (B) the principal balance of any Note on or after the Legal Final
Maturity Date thereof; or


 


(iv)          reduce the
percentage of Outstanding Notes (or the commitments of the Noteholders) required
for (a) the consent of any Supplement to this Indenture, (b) the
consent required for any waiver of compliance with certain provisions of this
Indenture or Events of Default hereunder and their consequences as provided for
in this Indenture or (c) the consent required to waive any payment default
on the Notes; or


 


(v)           modify any of the
provisions of this Section 1002 except to increase any percentage provided
herein, or to provide that certain other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each Outstanding Note
affected thereby; or


 


(vi)          modify or alter the
definition of the terms “Advance Rate”, “Existing Commitment”, “Initial
Commitment”, “Minimum Principal Payment Amount”, “Outstanding”, “Requisite Global
Majority” or  “Scheduled Principal
Payment Amount”; or


 


(vii)         impair or adversely
affect the Collateral or reduce the scope of the definition of “Collateral”, in
each case except as otherwise permitted herein; or


 


(viii)        permit the creation
of any Lien ranking prior to, or on a parity with, the Lien of this Indenture
with respect to any part of the Collateral, or terminate or release the Lien of
this Indenture on any Collateral (except to the extent authorized by the terms
of this Indenture); or


 


(ix)           amend Section 209
hereof or change in any manner the calculation of the Requisite Global Majority
or any other calculation made for purposes of determining the number of Series
Enhancers or Control Parties required to vote or consent with respect to any matter.


 


and (2) no such amendment
or Supplement shall, without the consent of each Control Party for each Series
of Notes:


 


(i)            modify or
alter the definition of the terms “Asset Base”, “Debt Limit”, “Eligible
Compressor”, “Eligible Contract”, “Net Revenue”, “Net Revenue Limit”, “Undercollateralization
Event”, “Net Revenue Event”, “Minimum Principal Payment Amount”, “Supplemental
Principal Payment Amount” or “Trigger Event”; or


 


(x)            modify
or alter the provisions of Section 301, 302, 702 or 1006 of this Indenture or
any defined terms used in or related to any of the foregoing Sections.


 


If the terms of any such
Supplement or amendment contemplated by this Section 1002 materially and
adversely affect the rights, duties or interests of any Interest Rate Hedge Provider
or any Series Enhancer, then each such Interest Rate Hedge Provider and Series
Enhancer must also issue its prior written consent. The Issuer shall provide
written notice of the terms of any such Supplement or amendment contemplated
pursuant to this Section 1002 to the Rating Agencies and any Series Enhancer at
least five (5) Business Days prior to its effectiveness.


 


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(b)      Promptly after the
execution by the Issuer and the Indenture Trustee of any amendment or
Supplement pursuant to this Section, the Issuer shall mail to the Holders of
Notes then Outstanding, each Rating Agency, each Interest Rate Hedge Provider
and the Series Enhancer related to such Series, a notice setting forth in
general terms the substance of such amendment or Supplement, together with a
copy of the text of such amendment or Supplement.  Any failure of the Issuer to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such amendment or Supplement.


 


Section 1003.         Execution of Supplemental Indentures.  In executing, or accepting the additional
trusts created by, a Supplement permitted by this Article or the modification
thereby of the trusts created by this Indenture, the Indenture Trustee shall be
entitled to receive, and shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of such Supplement is authorized or
permitted by this Indenture.  The Indenture
Trustee may, but shall not be obligated to, enter into any such Supplement
which affects the Indenture Trustee’s own rights, duties or immunities under
this Indenture or otherwise.


 


Section 1004.         Effect of Supplemental Indentures.  Upon the execution of any Supplement under
this Article, this Indenture shall be modified in accordance therewith, and
such Supplement shall form a part of this Indenture for all purposes, and every
Holder of Notes theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.


 


Section 1005.         Reference in Notes to Supplemental
Indentures.  Notes authenticated and
delivered after the execution of any Supplement pursuant to this Article may,
and shall if required by the Issuer, bear a notation in form approved by the
Indenture Trustee as to any matter provided for in such Supplement.  If the Issuer shall so determine, new Notes
so modified as to conform, in the opinion of the Indenture Trustee, may be
prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.


 


Section 1006.         Issuance of Series of Notes.  (a) The Issuer may from time to time
direct the Indenture Trustee in writing to execute and authenticate one or more
Series of Notes (each, a “Series”).


 


(b)      On or before the Series
Issuance Date relating to any Series, the Issuer and the Indenture Trustee will
execute and deliver a Supplement which will specify the Principal Terms of such
Series.  The terms of such Supplement may
modify or amend the terms of this Indenture solely as applied to such Series
and, with the consent of the Control Party (and, if such Control Party is not
the Series Enhancer for such Series, the Series Enhancer) for each other Series
of Notes then Outstanding, may amend this Indenture as applicable to such other
Series, provided that any such amendment to this Indenture satisfies all
applicable provisions of Section 1002 hereof. 
The Issuer’s right to direct the Indenture Trustee, and the obligation
of the Indenture Trustee to authenticate, execute and deliver the Notes of such
Series and to execute and deliver the related Supplement is subject to the
satisfaction of the following conditions:


 


(i)            except for the
Supplements executed on the Closing Date, on or before the tenth Business Day
immediately preceding the Series Issuance Date (unless the parties to be
notified agree to a shorter notice period), the Issuer shall have given the
Indenture Trustee, the Manager, each Interest Rate Hedge Provider, the Deal
Agent, each Rating Agency (and, if such additional Series is to be registered
pursuant to the Securities Act, all Rating Agencies that have rated any prior
Series) and each Series Enhancer notice of the Series and the Series Issuance
Date;


 


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(ii)           the Issuer shall
have delivered to the Indenture Trustee the related Supplement, in form
satisfactory to the Indenture Trustee, executed by the Issuer;


 


(iii)          the Issuer shall
have delivered to the Indenture Trustee an Enhancement Agreement that
(x) covers not less than the payment when due of interest on such
additional Series of Notes and payment of the then unpaid principal balance of such
additional Series of Notes on Legal Final Maturity Date for such Series
executed by each of the parties thereto and (y) is with a Series Enhancer
that is a duly licensed monoline insurance company that is primarily engaged in
the business of issuing financial guaranty insurance policies (or, if such
additional Series of Notes will not have the benefit of any such Enhancement Agreement
meeting such requirements, then the Series Enhancer for each Series of Notes
then Outstanding shall, in its sole discretion, have given its prior written
consent to the issuance of such Supplement);


 


(iv)          the Rating Agency
Condition shall have been satisfied with respect to all Series of Notes then
Outstanding;


 


(v)           the Issuer shall
have delivered to the Indenture Trustee, each Rating Agency, each Interest Rate
Hedge Provider, each Series Enhancer and, if required, any Noteholder, any
Opinions of Counsel required by the related Supplement, including without
limitation with respect to true sale, enforceability, non-consolidation and
security interest perfection issues;


 


(vi)          no Trigger Event or
Prospective Trigger Event has occurred and is then continuing or would result
from the issuance of such additional Series of Notes and the representations
and warranties of the Issuer set forth in this Indenture or in any other
Related Document shall be true and correct both before and immediately after
the issuance of such additional Series of Notes and the Issuer shall have
delivered to the Indenture Trustee and each Series Enhancer an Officer’s
Certificate with respect to the matters described in this clause (vi);


 


(vii)         such other
conditions as shall be specified in the related Supplement;


 


(viii)        no additional Series
of Notes shall have a Legal Final Maturity Date that is earlier than the
earliest Legal Final Maturity Date for any Series of Notes then Outstanding
under this Indenture;


 


(ix)           the Issuer shall
have delivered to the Indenture Trustee, each Rating Agency and each Series
Enhancer, three (3) Appraisals of the Owner Compressors, which Appraisals shall
be dated not more than ninety (90) days prior to the proposed Series Issuance
Date;


 


(x)            the Aggregate
Appraised Value shall be equal to, or greater than, the then Aggregate Note
Principal Balance, calculated giving effect to the issuance of such Notes;


 


(xi)           such additional
Series of Notes shall consist of only one Class of Notes;


 


(xii)          the principal balance
of, and accrued interest on, such additional Series of Notes shall be
denominated and payable in Dollars;


 


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(xiii)         UCI
shall be the Manager on the Series Issuance Date of such additional Series of Notes;


 


(xiv)        the
interest rate per annum payable with respect to the principal balance of such
additional Series of Notes shall be either a fixed annual percentage rate or a
floating rate of interest based on a benchmark interest rate commonly utilized
in commercial banking transactions;


 


(xv)         the latest Payment
Date on which the Minimum Targeted Principal Balance is more than zero for such
additional Series shall be no earlier than the latest Payment Date on which the
Minimum Targeted Principal Balance is more than zero for the then outstanding
Series of Notes with the latest Legal Final Maturity Date;


 


(xvi)        the additional Series
issued pursuant to such Supplement shall have a Minimum Targeted Principal
Balance as of each Payment Date equal to or greater than the amount that would
result if the Minimum Targeted Principal Balance for each such Payment Date for
such additional Series were calculated using the straightline amortization
method;


 


(xvii)       the Issuer will enter
into one or more Interest Rate Swap Agreements such that, after giving effect
to the issuance of such additional Series of Notes, the Issuer will be in
compliance with the Hedging Requirements, and the Issuer shall have delivered
copies of such executed Interest Rate Swap Agreements (if any) to the Indenture
Trustee;


 


(xviii)      such other conditions
as shall be specified in any Series of Notes Outstanding immediately prior to
the issuance of such additional Series of Notes; and


 


(xix)         the Issuer shall have delivered to the
Indenture Trustee and each Series Enhancer for each Series of Notes then
Outstanding an Officer’s Certificate that all of the conditions specified in
clauses (i) through (xviii) above have been satisfied.


 


Upon satisfaction of the above
conditions, the Indenture Trustee shall execute the Supplement for such Series and
authenticate, execute and deliver the Notes of such Series.


 


ARTICLE XI



HOLDERS LISTS


 


Section 1101.         Indenture Trustee to Furnish Issuer
Names and Addresses of Holders. 
Unless otherwise provided in the related Supplement, the Indenture
Trustee will furnish or cause to be furnished to the Issuer and each Series
Enhancer (i) not more than 10 days after receipt of a request from the
Issuer, a list, in such form as the Issuer may reasonably require, of the names
and addresses and tax identification numbers of the Holders of Notes as of such
Date, and (ii) at such other times as the Issuer may request in writing,
within 30 days after the receipt by the Issuer of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished.


 


Section 1102.         Preservation of Information;
Communications to Holders.  The
Indenture Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Indenture Trustee as provided in Section 1101 and the
names and addresses of Holders received by the Indenture Trustee in its
capacity as Note


 


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Registrar.  The Indenture Trustee may destroy any list
furnished to it as provided in Section 1101 upon receipt of a new list so
furnished.


 


ARTICLE XII



MISCELLANEOUS PROVISIONS


 


Section 1201.         Compliance Certificates and Opinions.  (a)  Upon any application or
request by the Issuer to the Indenture Trustee to take any action under any
provision of this Indenture or any Supplement, the Issuer shall furnish to the
Indenture Trustee a certificate stating that all conditions precedent, if any,
provided for in this Indenture and any relevant Supplement relating to the
proposed action have been complied with and, if deemed reasonably necessary by
the Indenture Trustee or if required pursuant to the terms of this Indenture,
an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.


 


(b)      Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:


 


(i)            a statement that,
in the opinion of each such individual, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as
to whether such covenant or condition has been complied with; and


 


(ii)           a statement as to
whether, in the opinion of each such individual, such condition or covenant has
been complied with.


 


Section 1202.         Form of Documents Delivered to
Indenture Trustee.  (a)  In
any case where several matters are required to be certified by, or covered by
an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.


 


(b)      Any certificate or
opinion may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows that the certificate or opinion or representations with respect to the
matters upon which his certificate or opinion is based are erroneous.


 


(c)      Where any Person is
required to make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.


 


Section 1203.         Acts of Holders.  (a)  Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture or any Supplement to be given or taken by Holders may be
(i) embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an agent duly appointed in
writing, (ii) evidenced by the written consent or direction of Holders of
the specified percentage of the principal amount of the Notes, or
(iii) evidenced by a combination of such instrument or instruments; and,
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments and record


 


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are delivered to the Indenture Trustee and,
where it is hereby expressly required, to the Issuer.  Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and conclusive in favor of the Indenture Trustee and the Issuer,
if made in the manner provided in this Section 1203.


 


(b)      The fact and date of the
execution by any Person of any such instrument or writing may be proved by the
affidavit of a witness of such execution or by a certificate of a notary public
or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to him the
execution thereof.  Where such execution
is by a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority.  The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Indenture
Trustee deems sufficient.


 


(c)      The ownership of Notes
shall be proved by the Note Register.


 


(d)      Any request, demand,
authorization, direction, notice, consent, waiver or other Act of the Holder of
any Note shall bind every future Holder of the same Note and the Holder of
every Note issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Indenture Trustee or the Issuer in reliance thereon, whether or
not notation of such action is made upon such Note.


 


Section 1204.         Inspection.  The Requisite Global Majority shall have the
right to inspect the Owner Compressors, the receivables aging system and all
books, records, reports, User Contracts, insurance policies, and other
documents relating to the Owner Compressors or the User Contracts all in the
format which the Manager uses for the UCI Compressors.  Such inspections shall be conducted upon
reasonable request and notice to the Issuer and the Manager, (a) be
conducted during normal business hours, (b) be subject to the Manager’s
customary security procedures and the execution of reasonable and customary
confidentiality agreements and (c) not unreasonably disrupt the Issuer’s
and/or the Manager’s business.   The
Series Enhancers and the Deal Agent each acknowledge that the Manager for
purposes of any such inspection shall grant the Requisite Global Majority and
their respective agents (including certified public accounts and auditors)
access to the Manager’s computer systems (including the receivables aging
system) and data relating solely to the Owner Compressors and User Contracts
contained therein.  The Requisite Global
Majority (and their respective agents) shall each have the right to
(i) one such inspection per calendar year (and an additional inspection by
any Series Enhancer in connection with any refinancing involving such Series
Enhancer), at the cost and expense (including the legal and accounting fees
incurred by the Control Party and Deal Agent) of  the Manager and  (ii) one additional inspection at their
own cost and expense, unless a Trigger Event shall have occurred and be
continuing, in which case, the Requisite Global Majority (and their agents)
shall have the right to such inspection any number of times and each time the
costs and expenses shall be borne by the Manager.  The Requisite Global Majority (and their
agents, including certified public accounts and auditors) shall also have the
right to inspect the receivables aging system within ninety (90) days of the
Closing Date, at the cost and expense of the Manager.  The access and examination shall be made on
the same date or dates as agreed by the Requisite Global Majority.


 


Section 1205.         Limitation of Rights.  Except as expressly set forth in this
Indenture, this Indenture shall be binding upon the Issuer, the Noteholders and
their respective successors and permitted assigns and shall not inure to the
benefit of any Person other than the parties hereto, the Noteholders and the
Manager as provided herein. 
Notwithstanding the previous sentence, the parties hereto and each
Noteholder (by its acceptance of a Note) acknowledge that each Series Enhancer
for a Series of Notes and


 


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each Interest Rate Hedge Provider is an
express third party beneficiary hereof entitled to enforce its rights hereunder
as if actually a party hereto.


 


Section 1206.         Severability.  If any provision of this Indenture is held to
be in conflict with any applicable statute or rule of law or is otherwise held
to be unenforceable for any reason whatsoever, such circumstances shall not
have the effect of rendering the provision in question inoperative or
unenforceable in any other case or circumstance, or of rendering any other
provision or provisions herein contained invalid, inoperative, or unenforceable
to any extent whatsoever.


 


The invalidity of any one or
more phrases, sentences, clauses or Sections of this Indenture shall not affect
the remaining portions of this Indenture, or any part thereof.


 


Section 1207.         Notices.  All demands, notices and communications
hereunder shall be in writing, personally delivered, or by facsimile (with
subsequent telephone confirmation of receipt thereof), or sent by internationally
recognized overnight courier service, (a) in the case of the Indenture
Trustee, at the following address: MAC N9311-161 Sixth Street and Marquette
Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust
Services-Asset-Backed Administration (b) in the case of the Issuer, at the
following address: 4444 Brittmoore Road, Houston, Texas 77041, Attention:  General Counsel, (c) in the case of each
Rating Agency, at its address set forth in the related Supplement, (d) in the
case of any Series Enhancer, at its address set forth in the related
Enhancement Agreement, and (e) in the case of any Interest Rate Hedge Provider,
at its address set forth in the related Interest Rate Swap Agreement or at
other such address as shall be designated by such party in a written notice to
the other parties.  Any notice required
or permitted to be given to a Noteholder shall be given by certified first
class mail, postage prepaid (return receipt requested), or by courier, or by
facsimile, with subsequent telephone confirmation of receipt thereof, in each
case at the address of such Holder as shown in the Note Register or to the
telephone and fax number furnished by such Noteholder.  Notice shall be effective and deemed received
(a) two days after being delivered to the courier service, if sent by courier,
(b) upon receipt of confirmation of transmission, if sent by facsimile, or (c)
when delivered, if delivered by hand. 
Any rights to notices conveyed to a Rating Agency pursuant to the terms
of this Indenture with respect to any Series or Class shall terminate
immediately if such Rating Agency no longer has a rating outstanding with
respect to such Series or Class.


 


Section 1208.         Consent to Jurisdiction.  ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST
THE ISSUER ARISING OUT OF OR RELATING TO THIS INDENTURE, 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 INDENTURE,
THE ISSUER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY
SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.  THE ISSUER HEREBY CONSENTS TO SERVICE OF
PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS OR SIMILAR COURIER SERVICE AT THE
ADDRESS AT WHICH NOTICES ARE TO BE GIVEN, IT BEING AGREED THAT SERVICE IN SUCH
MANNER SHALL CONSTITUTE VALID SERVICE UPON SUCH PARTY AND ITS SUCCESSORS AND
ASSIGNS IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING; PROVIDED, HOWEVER,
THAT NOTHING IN THIS SECTION 1208 SHALL AFFECT THE RIGHT OF ANY SUCH PARTY
OR ITS SUCCESSORS AND ASSIGNS TO SERVICE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW.


 


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Section 1209.         Captions.  The captions or headings in this Indenture
are for convenience only and in no way define, limit or describe the scope or
intent of any provisions or sections of this Indenture.


 


Section 1210.         Governing Law.  THIS INDENTURE SHALL BE CONSTRUED BY AND
INTERPRETED 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 GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW, THAT WOULD RESULT
IN APPLICATION OF LAWS OTHER THAN NEW YORK, AND THE RIGHTS, OBLIGATIONS AND
REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.


 


Section 1211.         No Petition.  The Indenture Trustee, on its own behalf,
hereby covenants and agrees, and each Noteholder by its acquisition of a 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 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 Note of any Series was Outstanding.  The provisions of this Section 1211 shall
survive the repayment of all Notes and any termination of this Indenture.


 


Section 1212.         Counterparts.  This Indenture may be executed in any number
of counterparts, all of which shall constitute one and the same instrument, and
any party hereto may execute this Indenture by signing and delivering one or
more counterparts.  A facsimile
counterpart shall be effective as an original.


 


Section 1213.         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, ARISING UNDER OR RELATING TO
THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT, INCLUDING IN RESPECT OF THE
NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF OR THEREOF.


 


Section 1214.         Waiver of Immunity.  To the extent that any party hereto or any of
its property is or becomes entitled at any time to any immunity on the grounds
of sovereignty or otherwise from any legal actions, suits or proceedings, from
set-off or counterclaim, from the jurisdiction or judgment of any competent
court, from service of process, from execution of a judgment, from attachment
prior to judgment, from attachment in aid of execution, or from execution prior
to judgment, or other legal process in any jurisdiction, such party, for itself
and its successors and assigns and its property, does hereby irrevocably and
unconditionally waive, and agrees not to plead or claim, any such immunity with
respect to its obligations, liabilities or any other matter under or arising
out of or in connection with this Indenture, the other Related Documents or the
subject matter hereof or thereof, subject, in each case, to the provisions of
the Related Documents and mandatory requirements of Applicable Law.


 


Section 1215.         Judgment Currency.  The parties hereto (A) acknowledge that
the matters contemplated by this Indenture are part of an international
financing transaction and (B) hereby agree that (i) specification and
payment of Dollars is of the essence, (ii) Dollars shall be the currency
of account in the case of all obligations under the Related Documents unless
otherwise expressly provided herein or therein, (iii) the payment
obligations of the parties under the Related Documents shall not be discharged
by an amount paid in a currency or in a place other than that specified with
respect to such obligations,


 


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whether pursuant to a judgment or otherwise,
except to the extent actually received by the Person entitled thereto and
converted into Dollars by such Person (it being understood and agreed that, if
any transaction party shall so receive an amount in a currency other than
Dollars, it shall (A) if it is not the Person entitled to receive payment,
promptly return the same (in the currency in which received) to the Person from
whom it was received or (B) if it is the Person entitled to receive
payment, either, in its sole discretion, (x) promptly return the same (in
the currency in which received) to the Person from whom it was received or (y) subject
to reasonable commercial practices, promptly cause the conversion of the same
into Dollars), (iv) to the extent that the amount so paid on prompt
conversion to Dollars under normal commercial practices does not yield the
requisite amount of Dollars, the obligee of such payment shall have a separate
cause of action against the party obligated to make the relevant payment for
the additional amount necessary to yield the amount due and owing under the
Related Documents, (v) if, for the purpose of obtaining a judgment in any
court with respect to any obligation under any of the Related Documents, it
shall be necessary to convert to any other currency any amount in Dollars due
thereunder and a change shall occur between the rate of exchange applied in
making such conversion and the rate of exchange prevailing on the date of
payment of such judgment, the obligor in respect of such obligation will pay
such additional amounts (if any) as may be necessary to insure that the amount
paid on the date of payment is the amount in such other currency which, when
converted into Dollars and transferred to New York City, New York, in accordance
with normal banking procedures, will result in realization of the amount then
due in Dollars and (vi) any amount due under this paragraph shall be due
as a separate debt and shall not be affected by or merged into any judgment
being obtained for any other sum due under or in respect of the Related
Documents.  In no event, however, shall
the respective judgment debtor be required to pay a larger amount in such other
currency, at the rate of exchange in effect on the date of payment than the
amount of Dollars stated to be due under the respective Related Document, so
that in any event the obligations of the respective judgment debtor under the
Related Document will be effectively maintained as Dollar obligations.


 


Section 1216.         Assignment of Rights of a Series
Enhancer.  During the continuation of
a Series Enhancer Default with respect to any Series Enhancer, all of the
rights and privileges (but none of the duties or obligations) of such Series
Enhancer hereunder or under the Related Documents shall vest in the related
Control Party for the applicable Series).


 


Section 1217.         Limitation on Payment.  Any amounts payable by the Issuer hereunder are
contingent upon the availability of funds to make each payment in accordance
with the provisions 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.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK –


SIGNATURE
PAGE FOLLOWS]


 


83

















 


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


 


	
   

  	
  UCO COMPRESSION 2005 LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Michael Anderson

  	
   

  
	
   

  	
   

  	
  J. Michael Anderson, 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

  	
   

  
	
   

  	
   

  	
  Marianna C. Stershic

  
	
   

  	
   

  	
  Vice President

  
					



 

















Exhibit A


to Indenture


 


FORM OF INVESTMENT LETTER


 


Wells Fargo Bank, National Association


as Indenture Trustee


Sixth Street and Marquette Avenue


MAC N9311 - 161


Minneapolis, MN 55479


Attention: Corporate Trust
Services - Asset-Backed Administration


 


Ladies and Gentlemen:


 


We are delivering this letter
in connection with the transfer of $                         
of the Series 2005-[ ] Secured Notes (the “Notes”) issued pursuant to the Series 2005-[ ] 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.  Capitalized terms
used herein without definition shall have the meanings assigned thereto in the
Series 2005-[ ] Supplement.


 


We hereby confirm that:


 


(i)            we are an institutional accredited
investor (an “Institutional Accredited
Investor”), within the meaning of Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”);


 


(ii)           we are purchasing the Notes for our
own account or for the account of one or more other Institutional Accredited
Investors;


 


(iii)          we are taking delivery of Notes in an
amount of at least $250,000 for our own account or for each separate account
for which we are acting;


 


(iv)          we have such knowledge and experience
in financial and business matters, we are capable of evaluating the merits and
risks of purchasing Notes and we, or the account for which we are purchasing
Notes, can bear the economic risks of investing in the Notes for an indefinite
period of time;


 


(v)           we are acquiring the Notes for
investment and not with a view to any distribution thereof in a transaction
that would violate the Securities Act or the securities laws of any state of
the United States or any other applicable jurisdiction; provided that the
disposition of our property and the property of any accounts for which we are
acting as fiduciary shall remain at all times within our control;


 


(vi)          we represent to the Initial Purchaser,
the Manager, the Issuer and the Indenture Trustee that either (1) we are not
acquiring the Notes with the assets of an employee benefit plan within the
meaning of section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”) or a plan within the meaning of Section 4975 of the
Internal Revenue Code of 1986 (“Code”); or (2) the acquisition and holding of
the Notes will not give rise to a nonexempt prohibited transaction under
Section 406(a) of ERISA of Section 4975 of the Code; and


 


1

















 


(viii)        we are not a Competitor of the Issuer,
Universal Compression, Inc. or any affiliate of such parties and we understand
that the Offered Notes are contractually restricted from being transferred to
any Competitors of such parties.


 


We understand that the Notes
are being offered in a transaction not involving any public offering within the
meaning of the Securities Act and that the Notes have not been registered under
the Securities Act, and we agree, on our own behalf and on behalf of each
account for which we acquire any Notes, that such Notes may be resold, pledged
or transferred only (i) in a transaction meeting the requirements of Rule 144A
(“Rule 144A”) under the
Securities Act, to a person that we reasonably believe is a “qualified institutional buyer” (as defined
in Rule 144A), 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 (ii) to a person that (A) is an Institutional
Accredited Investor, is taking delivery of such Notes in an amount of at least
$250,000 and delivers a letter to you, in substantially the form of this
letter, or (B) is taking delivery of such 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 transferor of such Note (the “Transferor”), which opinion and counsel must
be satisfactory to the Indenture Trustee and Transferor.


 


We understand that the
Indenture Trustee and Note Registrar will not be required to accept for
registration of transfer any Notes, except upon presentation of evidence
satisfactory to the Transferor that the foregoing restrictions on transfer have
been complied with.  We further
understand that the Notes will bear a legend substantially to the following
effect:


 


THE
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”).  THE HOLDER HEREOF, BY PURCHASING
THIS NOTE, AGREES THAT SUCH 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 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 NOTE
PURSUANT TO A TRANSACTION THAT IS OTHERWISE EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, AS CONFIRMED IN NAN 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 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 NOTE WITH THE ASSETS OF A PLAN; OR (2) THE ACQUISITION AND
HOLDING


 


2

















 


OF
THE 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 NOTE,
AGREES THAT THE 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
NOTE IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.


 


We understand that this letter
is required in connection with certain securities laws.  If administrative or other proceedings are
commenced in connection with which this letter is or would be relevant, we
irrevocably authorize you to produce this letter or a copy of this letter to
any interested party in such proceedings.


 


[SIGNATURES TO FOLLOW]


 


3

















 


THIS LETTER SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  (Name of
  Purchaser)

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
  Address:

  
					



 


4














 


Exhibit B


to Indenture


 


FORM OF CONTROL AGREEMENT


 


SECURITIES ACCOUNT CONTROL AGREEMENT


 


This Securities Account Control Agreement,
dated as of October 28, 2005 (this “Agreement”),
by and among UCO Compression 2005 LLC (the “Debtor”),
Wells Fargo Bank, National Association, as Indenture Trustee (in such capacity,
together with its successors and permitted assigns, the “Secured
Party”), and Wells Fargo Bank, National Association as
securities intermediary (in such capacity, the “Securities
Intermediary”), is entered into pursuant to the provisions of
Section 3.04 of the Indenture, dated as of October 28, 2005 (as amended,
modified or supplemented from time to time in accordance with its terms, the “Indenture”), among the Secured
Party and the Debtor.  Capitalized terms
used herein but not otherwise defined shall have the meaning set forth in the
Appendix A to the Indenture and the rules of construction set forth in such
Appendix A shall apply to this Agreement. 
All references herein to the “UCC” shall
mean the Uniform Commercial Code as in effect from time to time in the State of
New York.


 


Section 1.              Establishment of Securities
Accounts.  The Securities
Intermediary hereby confirms and agrees that:


 


(a)           The
Securities Intermediary has established five (5) accounts described below, each
in the name “Wells Fargo Bank, National Association, as
Indenture Trustee” and maintained in the State of Minnesota
(each of such account and any successor account, a “Securities
Account”).  The Securities
Intermediary shall not change the name or account number of any Securities
Account without the prior written consent of the Secured Party:


 


(i)            Trust
Account, an account numbered 18348100;


(ii)           Purchase
Account, an account numbered 18348104;


(iii)          Series
2005-1 Series Account, an account numbered 18348101;


(iv)          Series
2005-2 Series Account, an account numbered 18348102;


(v)           Reserve
Account, an account numbered 18348103; and


(vi)          Letter
of Credit Collateral Account, an account numbered 18348105.


 


(b)           All
securities or other property underlying any financial assets credited to each
Securities Account shall be registered in the name of the Securities
Intermediary, endorsed to the Securities Intermediary or in blank or credited
to another securities account maintained in the name of the Securities
Intermediary and in no case will any financial asset credited to any Securities
Account be registered in the name of the Indenture Trustee, payable to the
order of such Indenture Trustee or specially endorsed to such Indenture Trustee
except to the extent the foregoing have been specially endorsed to the
Securities Intermediary or in blank;


 


(c)           All
property delivered to the Securities Intermediary shall be promptly credited to
each Securities Account; and


 


(d)           Each
Securities Account is an account to which financial assets are or may be
credited, and the Securities Intermediary shall, subject to the terms of this
Agreement, treat the Indenture Trustee as entitled to exercise the rights that
comprise any financial asset credited to the account.


 


1

















 


Section 2.              “Financial Assets” Election.  The Securities Intermediary hereby agrees
that each item of property (whether investment property, financial asset,
security, instrument or cash) credited to each Securities Account shall be
treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the
UCC.


 


Section 3.              Entitlement Orders.  If at any time the Securities Intermediary
shall receive an “entitlement order” (within the meaning of Section 8-102(a)(8)
of the UCC) from the Secured Party directing transfer or redemption of any
financial asset relating to any Securities Account, the Securities Intermediary
shall comply with such entitlement order without further consent by the Debtor
or any other person.


 


Section 4.              Subordination of Lien, Waiver
of Set-Off.  In the event that
the Securities Intermediary has or subsequently obtains by agreement, by
operation of law or otherwise a security interest in any Securities Account or
any security entitlement credited thereto, the Securities Intermediary hereby
agrees that such security interest shall be subordinate to the security
interest created by the Indenture and Section 10
hereof.  The financial assets and other
items deposited to any Securities Account will not be subject to deduction,
set-off, banker’s lien, or any other right in favor of any person other than as
created pursuant to the Indenture.


 


Section 5.              Choice of Law.  This Agreement and each Securities Account
(as well as the securities entitlements related thereto) shall be governed by
the laws of the State of New York. 
Regardless of any provision in any other agreement, for purposes of the
UCC, the State of New York shall be deemed to be the Securities Intermediary’s
jurisdiction.


 


Section 6.              Conflict with Other Agreements.


 


(a)           In
the event of any conflict between this Agreement (or any portion thereof) and
any other agreement now existing or hereafter entered into with respect to any
Securities Account, the terms of this Agreement shall prevail;


 


(b)           No
amendment or modification of this Agreement or waiver of any right or
obligation hereunder shall be binding on any party hereto unless it is in
writing, signed by all of the parties hereto, 
and consented to in writing by the Secured Party (at the direction of
the Requisite Global Majority).  In
addition, the Debtor shall provide written notice of the terms of any such
amendment, modification or waiver contemplated pursuant to this Agreement to
the Rating Agencies, at least five (5) Business Days prior to its effectiveness;
and


 


(c)           The
Securities Intermediary hereby confirms and agrees that:


 


(i)                                     Except
for the Indenture, there are no other agreements entered into between the
Securities Intermediary and the Debtor or any other person with respect to any
Securities Account;


 


(ii)                                  It
has not entered into, and until the termination of this Agreement will not
enter into, any agreement with any other person relating to any Securities
Account and/or any financial asset credited thereto pursuant to which it has
agreed to comply with entitlement orders of such other person; and


 


(iii)                               It
has not entered into, and until the termination of this Agreement will not
enter into, any agreement with the Debtor or the Secured Party purporting to
limit or


 


2

















 


condition the obligation of the
Securities Intermediary to comply with entitlement orders as set forth in Section 3 hereof.


 


Section 7.              Adverse Claims.  Except for the claims and interest of the
Secured Party and of the Indenture Trustee in any Securities Account, the
Securities Intermediary does not know of any claim to, or interest in, any
Securities Account or in any financial asset credited thereto.  If any person asserts any lien, encumbrance
or adverse claim (including any writ, garnishment, judgment, warrant of
attachment, execution or similar process) against any Securities Account or in
any financial asset carried therein, the Securities Intermediary will promptly
notify the Debtor and the Secured Party thereof.


 


Section 8.              Maintenance of the Securities
Accounts.  In addition to, and
not in lieu of, the obligation of the Securities Intermediary to honor
entitlement orders as agreed in Section 3
hereof, the Securities Intermediary agrees to maintain each Securities Account
as follows:


 


(a)           Notice of Sole Control.  If at any time the Secured Party delivers to
the Securities Intermediary a Notice of Sole Control in substantially the form
set forth in Exhibit “A” hereto, the
Securities Intermediary agrees that after receipt of such notice, it will take
all instruction with respect to such Securities Account solely from the Secured
Party without further consent by the Debtor or any other person.


 


(b)           Eligible Investments.  Until such time as the Securities
Intermediary receives a Notice of Sole Control signed by the Secured Party, the
Securities Intermediary shall make all investments in accordance with the
instructions of UCI.


 


(c)           Statements and Confirmations.  The Securities Intermediary will promptly send
copies of all statements, confirmations and other correspondence concerning
such Securities Account and/or any financial assets credited thereto
simultaneously to the Debtor and the Secured Party at the addresses referenced
in Section 12 of this Agreement.


 


(d)           Tax Reporting.  All items of income, gain, expense and loss
recognized in such Securities Account shall be reported to the Internal Revenue
Service and all state and local taxing authorities under the name and taxpayer
identification number of the Debtor.


 


Section 9.              Representations, Warranties and
Covenants of the Securities Intermediary.  The Securities Intermediary hereby makes the
following representations, warranties and covenants:


 


(a)           Each
Securities Account has been established as set forth in Section 1
above and such Securities Account will be maintained in the manner set forth
herein until termination of this Agreement;


 


(b)           Each
Securities Account constitutes a “securities account” within the meaning of
Section 8-501(a) of the UCC;


 


(c)           The
Securities Intermediary shall not change the name or the account number of any
Securities Account without the prior written consent of the Secured Party;


 


(d)           No
financial asset is or will be registered in the name of the Debtor, payable to
Debtor’s order, or specifically endorsed to the Debtor, except to the extent
such financial asset has been endorsed to the Securities Intermediary or in
blank;


 


(e)           This
Agreement is the valid and legally binding obligations of the Securities
Intermediary; and


 


3

















 


(f)            The
Securities Intermediary has not entered into, and until the termination of this
Agreement will not enter into, any agreement with any other person relating to
any Securities Account and/or any financial asset credited thereto pursuant to
which the Securities Intermediary has agreed to comply with entitlement orders
of such person.  The Securities
Intermediary has not entered into any other agreement with the Debtor or the
Secured Party purporting to limit or condition the obligation of the Securities
Intermediary to comply with entitlement orders as set forth in Section 3 hereof.


 


Section 10.            Granting Clause.  As security for all amounts owed under the
Indenture, the Debtor hereby pledges, assigns and conveys to the Secured Party,
all of its right, title and interest in and to each Securities Account and all
securities, cash, investments or other financial assets now or hereafter
credited thereto.


 


Section 11.            Successors; Assignment.  The terms of this Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and their
respective corporate successors or heirs and personal representatives who
obtain such rights solely by operation of law. 
The Secured Party may assign its rights hereunder only with the express
written consent of the Securities Intermediary and by sending written notice of
such assignment to the Debtor.


 


Section 12.            Notices.  All notices, demands, instructions and other
communications provided for hereunder shall, unless otherwise stated herein, be
in writing (including facsimile communication) and shall be personally
delivered or sent by certified mail, postage prepaid, by facsimile or by
overnight courier, to the intended party at the address or facsimile number of
such party set forth below or at such other address or facsimile number as
shall be designated by the party in a written notice to the other parties
hereto given in accordance with this section. 
Copies of all notices, demands, instructions and other communications
provided for hereunder shall be delivered to the recipients thereof at their
respective addresses for notices set forth in this Agreement.  All notices and communications provided for
hereunder shall be effective, (a) if personally delivered, when received,
(b) if sent by certified mail, three business days after having been
deposited in the mail, postage prepaid and properly addressed, (c) if
transmitted by facsimile, when sent, receipt confirmed by telephone or
electronic means and (d) if sent by overnight courier, three business days
after having been given to the courier unless sooner received by the addressee.


 


Any communication, notice or demand to be
given hereunder shall be duly given hereunder if given in the form and manner
set forth in the Indenture and (a) if to the Secured Party, Wells Fargo
Bank, National Association, MAC N9311-161, Sixth Street and Marquette Avenue,
Minneapolis, MN 55479, telephone:  (612)
667-8058, facsimile:  (612) 667-3464,
attention:  Corporate Trust Services -
Asset-Backed Administration, (b) if to the Debtor, at UCO Compression 2005
LLC, 4444 Brittmoore Road, Houston, Texas 77041, telephone:  (713) 335-7295, facsimile:  (713) 446-6720, attention:  J. Michael Anderson, with a copy to Universal
Compression, Inc. at 4444 Brittmoore Road, Houston, Texas 77041,
telephone:  (713) 335-7295,
facsimile:  (713) 446-6720,
attention:  J. Michael Anderson and (c) if
to the Securities Intermediary, at Wells Fargo Bank, National Association, MAC
N9311-161, Sixth Street and Marquette Avenue, Minneapolis, MN 55479,
telephone:  (612) 667-8058,
facsimile:  (612) 667-3464,
attention:  Corporate Trust Services -
Asset-Backed Administration, or, in any case, in such other form and manner or
to such other address or facsimile number as shall be designated by any party
hereto to each other party hereto.


 


Section 13.            Termination.  The rights and powers granted herein to the
Secured Party, granted in order to perfect its security interest in each
Securities Account, are powers coupled with interest and will neither be
affected by the bankruptcy of the Debtor nor by the lapse of time.  The obligations of the Securities
Intermediary hereunder shall continue in effect until the security interests of
the Secured Party in each Securities Account have been terminated pursuant to
the terms of this


 


4

















 


Agreement and the Secured Party has notified the Securities
Intermediary of such termination in writing. The Secured Party agrees to
provide Notice of Termination in substantially the form of Exhibit “B”
hereto to the Securities Intermediary upon the request of the Debtor on or
after the termination of the Secured Party’s security interest in each
Securities Account pursuant to the terms of this Agreement and the Indenture.


 


Section 14.            Counterparts.  This Agreement may be executed in any number
of counterparts, all of which shall constitute one and the same instrument, and
any party hereto may execute this Agreement by signing and delivering one or
more counterparts.


 


Section 15.            No Petition.  The Secured Party, on its own behalf and not
in its capacity as Indenture Trustee or Secured Party, hereby covenants and
agrees 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 of Notes are Outstanding.  The provisions of this Section 15 shall
survive the repayment of all Notes and any termination of this Agreement.


 


Section 16.            Limitation on Payment.  Any amounts payable by the Debtor hereunder
shall be paid in accordance with the provisions hereof and shall not constitute
a “Claim” (as defined in Section 101(5) of the Bankruptcy Code) against the
Debtor in any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings involving the Debtor in the event that such amounts are
not paid in accordance with this Agreement.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK -

SIGNATURE PAGE FOLLOWS]


 


5

















 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first above written.


 


	
   

  	
  DEBTOR:

  
	
   

  	
  UCO COMPRESSION 2005 LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  J. Michael Anderson,

  
	
   

  	
   

  	
  Senior Vice President and Chief Financial

  
	
   

  	
   

  	
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SECURED PARTY:

  
	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SECURITIES INTERMEDIARY:

  
	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 


6

















 


Exhibit “A” to Control Agreement


 


[Letterhead of Wells Fargo Bank, National Association]


 


[Date]


 


Re:          Notice
of Sole Control


 


Ladies and Gentlemen:


 


As referenced in the Securities Account
Control Agreement, dated as of October 28, 2005 (the “Agreement”),
among UCO Compression 2005 LLC (the “Debtor”),
Wells Fargo Bank, National Association (the “Secured
Party” or “we” or “us” or “our”)
and Wells Fargo Bank, National Association (the “Securities
Intermediary” or “you” or “your”) (a copy of which is
attached), we hereby give you notice of our sole control over the securities
accounts described below in the name “Wells Fargo Bank, National Association as
Indenture Trustee” (each of such accounts and any successor accounts, a “Securities Account”) and all
financial assets credited thereto:


 


(i)            Trust
Account, an account numbered 18348100;


(ii)           Purchase
Account, an account numbered 18348104;


(iii)          Series
2005-1 Series Account, an account numbered 18348101;


(iv)          Series
2005-2 Series Account, an account numbered 18348102;


(v)           Reserve
Account, an account numbered 18348103; and


(vi)          Letter
of Credit Collateral Account, an account numbered 18348105.


 


You are hereby instructed not to accept any
direction, instructions or entitlement orders with respect to any Securities
Account or the financial assets credited thereto from any person other than the
undersigned, unless otherwise ordered by a court of competent jurisdiction.


 


You are instructed to deliver a copy of this
notice by facsimile transmission to the Debtor.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


7

















 


Exhibit “B” to Form of Control


 


[Wells Fargo Bank, National Association]


 


[Date]


 


Re:          Termination
of Control Agreement


 


You are hereby notified that the Securities
Account Control Agreement, dated as of October 28, 2005 (the “Agreement”), among UCO Compression
2005 LLC (the “Debtor”),
Wells Fargo Bank, National Association (the “Secured
Party” or “we” or “us” or “our”)
and Wells Fargo Bank, National Association (the “Securities
Intermediary” or “you” or “your”) (a copy of which is
attached) is terminated and you have no further obligations to the undersigned
pursuant to such Agreement. 
Notwithstanding any previous instructions to you, you are hereby
instructed to accept all future directions with respect to the following
Securities Account from the Debtor:


 


(i)            Trust
Account, an account numbered 18348100;


(ii)           Purchase
Account, an account numbered 18348104;


(iii)          Series
2005-1 Series Account, an account numbered 18348101;


(iv)          Series
2005-2 Series Account, an account numbered 18348102;


(v)           Reserve
Account, an account numbered 18348103; and


(vi)          Letter
of Credit Collateral Account, an account numbered 18348105.


 


This notice terminates any obligations you
may have to the undersigned with respect to such account.  However, nothing contained in this notice
shall alter any obligations that you may otherwise owe to the Debtor pursuant
to any other agreement.


 


You are instructed to deliver a copy of this
notice by facsimile transmission to the Debtor.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


8

















Exhibit C


 


OFFICER’S CERTIFICATE

pursuant to Section 404 of the Indenture


 


Universal Compression, Inc., as
Manager (the “Manager”) and UCO Compression
2005 LLC, as Issuer (the “Issuer”)
each hereby certifies to Wells Fargo Bank, National Association, as Indenture
Trustee (the “Indenture Trustee”), pursuant
to Section 404 of the Indenture, dated as of October 28, 2005 (the “Indenture”), between the Indenture
Trustee and the Issuer the following: 
(i) the release complies with the requirements of Section 404 of
the Indenture in order to release the security interest on the Owner
Compressors and the Compressor Related Assets described in the Bill of Sale
attached hereto and incorporated herein by reference for all purposes, and
(ii) such release complies with all the provisions of the Indenture and
the Related Documents.


 


Executed effective as of                       ,
20      .


 


	
   

  	
  UNIVERSAL
  COMPRESSION, INC., as Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UCO
  COMPRESSION 2005 LLC, as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 

















 


EXECUTION COPY


 


Appendix A To Indenture


 


DEFINED TERMS


 


Part I.                 Rules of Usage
and Definitions


 


The following rules of usage
shall apply to this Appendix A and the Related Documents (and each appendix,
schedule, exhibit and annex to the foregoing) unless otherwise required by the
context or unless otherwise defined therein:


 


(a)         The defined terms shall include the plural as well as the
singular, and the use of any gender herein shall be deemed to include any other
gender.


 


(b)         Accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles as in effect on the date of the Indenture.


 


(c)         Except as otherwise expressly provided, any definition
defined herein or in any other document shall be equally applicable to the
singular and plural forms of the terms defined.


 


(d)         Except as otherwise expressly provided, references in any
document to articles, sections, paragraphs, clauses, annexes, appendices,
schedules or exhibits are references to articles, sections, paragraphs,
clauses, annexes, appendices, schedules or exhibits in or to such document.


 


(e)         The headings, subheadings and table of contents used in any
document are solely for convenience or reference and shall not constitute a
part of any such document nor shall they affect the meaning, construction or
effect of any provision thereof.


 


(f)          References to any Person shall include such Person, its
successors and permitted assigns and transferees.


 


(g)         Except as otherwise expressly provided, reference to any
agreement means such agreement as amended, restated, modified, extended or
supplemented from time to time in accordance with the applicable provisions
thereof and of any other Related Documents applicable thereto.


 


(h)         Except as otherwise expressly provided, references to any
law includes any amendment or modification to such law or restatement thereof,
and any rules or regulations issued thereunder or any law enacted in
substitution or replacement therefor.


 


(i)          When used in any document, words such as “hereunder,” “hereto,”
“hereof’ and “herein” and other words of like import shall, unless the context
clearly indicates to the contrary, refer to the whole of the applicable
document (including this Appendix A to the extent incorporated or referred to
therein (whether or not actually attached thereto)) and not to any particular
article, section, subsection, paragraph or clause thereof.


 


(j)          References to “including” means including without limiting
the generality of any description preceding such term and for purposes hereof
the rule of ejusdem generis shall not be


 


1

















 


applicable to limit a general statement,
followed by or referable to an enumeration of specific matters, to matters
similar to those specifically mentioned.


 


(k)         For the avoidance of any doubt, with respect to any defined
term included in Section 12.1(o) of the Management Agreement which is defined
by reference to the Senior Secured Credit Agreement, any additional defined
terms used within such definition shall have the meaning set forth in the
Senior Secured Credit Agreement.


 


(l)          All terms used in the UCC in effect in the State of New
York and not specifically defined in the Related Documents are used therein as
defined in the UCC; provided, however, that references in the Related Documents
to any section of the UCC shall mean, on or after the effective date of the
adoption of any revision to the UCC in the applicable jurisdiction, such
revised or successor section thereto.


 


(m)        Except as otherwise expressly provided, in the computation of
a period of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each mean “to but
excluding.”


 


(n)         For any calculation respecting the Aggregate Depreciated
Values of Owner Compressors or the Net Revenue from User Contracts, (i) no
Owner Compressor or its Depreciated Value, and (ii) no User Contract or
the Net Revenue therefrom, shall be excluded from such calculation more than
once even if such Owner Compressor or its Depreciated Value, or the User
Contract or the Net Revenue therefrom, is excludable under such calculation
under more than one criterion.


 


2

















 


Part II.    Defined
Terms


 


ABS Lockbox
Account:  One or
more of the separate bank accounts established pursuant to Section 401(d) of
the Indenture or Item 9 in Exhibit B to the Back-up Management Agreement and,
in each case, maintained in the name of the Indenture Trustee for the benefit
of the Noteholders, each Interest Rate Hedge Provider, each Letter of Credit
Bank and each Series Enhancer.


 


Account
Debtor:  Any “account
debtor” as defined in the UCC, including, without limitation, any Person
obligated to make payments pursuant to any User Contract.


 


Accounts:  Any “account,” as such term is defined in
Section 9-102(a)(2) of the UCC, whether now owned or hereafter acquired by the
Issuer.


 


Act:  Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by the Indenture or
any Supplement to be given or taken by Noteholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Noteholders in person or by agents duly appointed in writing; and, except
as herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Indenture Trustee, with a
copy (or if expressly required an original) to the Issuer and the Manager. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Noteholders
signing such instrument or instruments.


 


Additional
Compressor: 
Each Compressor acquired by the Issuer with Compressor Reinvestment
Sales Proceeds, that, on the Purchase Date on which such Compressor is acquired
by the Issuer, complies with all of (i) the Purchase Criteria and (ii) the
Additional Compressor Criteria.


 


Additional
Compressor Criteria: 
With respect to each purchase of one or more Compressor(s) by the Issuer
with the proceeds of amounts on deposit in the Purchase Account from time to
time, all of the following, as of the Purchase Date therefor:


 


(1)                                  the Additional
Compressor has a Depreciated Value (or, if more than one Additional Compressor
is proposed to be acquired on such date, all Additional Compressors proposed to
be acquired in connection with such sale, an aggregate Depreciated Value) that
is not less than the Depreciated Value of the Owner Compressor being replaced
(or, if more than one Owner Compressor is being replaced in connection with
such sale, the aggregate Depreciated Value of all Owner Compressors being
replaced in connection with such sale);


 


(2)                                  after giving effect
to the acquisition of such Additional Compressors, the Weighted Average Age of
all Eligible Compressors (including the Additional Compressors) constituting
the Owner Compressors does not exceed by more than five percent (5%) the
Weighted Average Age of all Eligible Compressors constituting the Owner
Compressors on the Closing Date, as adjusted for the increase to the Weighted
Average Age resulting from aging during the period commencing on the Closing
Date to the proposed Purchase Date for such Additional Compressor(s);


 


(3)                                  the monthly lease
rate (net of associated current monthly expenses) for the Additional Compressor
(or, if more than one Additional Compressor is proposed to be acquired on such
date, the aggregate monthly lease rate (net of aggregate current monthly
expenses) for all such Additional Compressors) is not less than the monthly
lease rate (net of current monthly expenses) of the Owner Compressor being
replaced (or, if more than one


 


3

















 


Additional Compressor is proposed to be replaced on such date, the
aggregate monthly lease rate (net of aggregate current monthly expenses) for
all such Owner Compressors being replaced);


 


(4)                                  the Excess H/P
Concentration Amount and the Excess Customer Concentration Amount, calculated
after giving effect to the purchase of such Additional Compressor(s), will not
exceed the corresponding amounts calculated immediately prior to such purchase;
and


 


(5)                                  each such Additional
Compressor qualifies as an Eligible Compressor and, if such Additional
Compressor is subject to a Contract on the proposed Purchase Date, such
Contract qualifies as an Eligible Contract.


 


Additional
Insured:  Has
the meaning set forth in Section 5.7(b) of the Management Agreement.


 


Additional
UCI Lenders:  This
term has the meaning set forth in Section 1 of the Intercreditor Agreement.


 


Adjusted
Eurodollar Rate:  With
respect to any Series of Notes then Outstanding on any day during an Interest
Accrual Period, the interest rate per annum set forth in the related
Supplement.


 


Advance
Rate: 
Seventy-two percent (72%).


 


Affiliate:  With respect to any
Person, any other Person directly or indirectly controlling, controlled by or
under direct or indirect common control with such specified Person. For the
purposes of this definition, “control”, when used with respect to any specified
Person, means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms “controlling” and “controlled” have
meanings correlative to the foregoing.


 


After-Tax or After-Tax Basis:  After
deduction of the net amount of all Taxes actually required to be paid by any
Person with respect to the receipt or accrual by it of an amount (including
additional amounts received by reason of such amounts being paid on an
After-Tax Basis) of such payment.


 


Aggregate
Appraised Value:  As
of any date of determination, the sum of the Appraised Values of all Owner
Compressors that are then classified as Eligible Compressors.


 


Aggregate
Cure Limitation: 
As of any date of determination with respect to any Owner Compressor to
be sold by the Issuer or to be replaced with a Substitute Compressor or Deemed
Substitute Compressor, the aggregate maximum number of individual Owner
Compressors as to which a cure of a default under Section 643, 645 or 647 of
the Indenture may be effected, which maximum number shall be deemed to be
exceeded if either:


 


(i)            the total number of
Owner Compressors (including such Owner Compressor) that have been
(x) sold by the Issuer or (y) replaced with Substitute Compressors or
Deemed Substitute Compressors or (z) the subject of a deposit by the
Contributor into the Trust Account in connection with a breach of clause (iii)
of the proviso to Section 645 of the Indenture during the twelve (12) month
period ending on such date of determination exceeds the greater of (A) two
(2) and (B) a number equal to the aggregate number of Owner Compressors on
such date of determination divided by
seven hundred (700) (rounded, if not an integer, upwards to the nearest
integer); and


 


4

















 


(ii)           the total number of
Owner Compressors (including such Owner Compressor) that have been
(x) sold by the Issuer or (y) replaced with Substitute Compressors or
Deemed Substitute Compressors or (z) the subject of a deposit by the
Contributor into the Trust Account in connection with a breach of clause (iii)
of the proviso to Section 645 of the Indenture during the period from the
Closing Date until the indefeasible payment in full of all Outstanding
Obligations exceeds a number equal to two percent (2%) of the aggregate number
of all Owner Compressors on such date of determination (rounded, if not an
integer, upwards to the nearest integer).


 


Aggregate
Depreciated Value:  As
of any date of determination, an amount equal to the excess of (a) the sum
of the Depreciated Values of all Owner Compressors on such date minus
(b) the sum of the Depreciated Values of each Owner Compressor that
(i) to the extent included in the amount set forth in clause (a), has been
subject to a Casualty Loss and that has not been repaired within thirty (30)
days after the date of such Casualty Loss,  or (ii) is not then an
Eligible Compressor and 120 days or more have past since earlier of the date the
Manager obtains actual knowledge that an item of Equipment has become an
Ineligible Compressor or the first date on which the Manager Report that does
show, or should have shown, such Owner Compressor to be an Ineligible
Compressor.


 


Aggregate
Five Percent Limit: 
As of any date of determination, an amount equal to the product of (i)
five percent (5%) and (ii) the then Aggregate Depreciated Value.


 


Aggregate
Note Principal Balance:  As
of any date of determination, an amount equal to the sum of the then unpaid
principal balance of all Series of Notes then Outstanding.


 


Ambac:  Ambac Assurance
Corporation, a stock insurance company organized and existing under the laws of
the State of Wisconsin, and any successor thereto.


 


Applicable
Debt Margin: 
With respect to any Series of Notes, the increment over the Adjusted
Eurodollar Rate used in the calculation of the Interest Payment on such Series
of Notes, as such increment is set forth in the related Supplement.


 


Applicable
Law:  With
respect to any Person, Owner Compressor or User Contract, as the case may be,
all existing laws, rules, regulations (including proposed, temporary and final
income tax regulations), statutes, treaties, codes, ordinances, permits,
certificates, orders and licenses of and interpretations by any Governmental
Authority and judgments, decrees, injunctions, writs, or orders of any court,
arbitrator or other administrative, judicial, or quasi-judicial tribunal or
agency of competent jurisdiction, applicable to such Person, Owner Compressor
or User Contract, as the case may be.


 


Appraisal:  An appraisal
prepared by an Eligible Appraiser in conformity with, and subject to, the
requirements of the code of professional ethics and standards of professional
conduct of the American Society of Appraisers with respect to one or more Owner
Compressors.  The Appraisal shall specify
value based upon the cost and income approach for the pool of all Owner
Compressors in the aggregate and the form of any such Appraisal shall be satisfactory
to the Series Enhancer.


 


Appraised
Value:  With
respect to an Owner Compressor, an amount equal to either (i) the
mathematical average of the three (3) most recent Appraisals with respect to
such Owner Compressor or (ii) with respect to Contributed Compressors for
which Appraisals were not delivered on the Contribution Date or Substitution
Date applicable thereto, the then Net Book Value of such Owner Compressor, provided however, that Net Book Value may not be used with
respect to any Owner Compressor (and Appraisals must be delivered with respect
thereto) if, on the Contribution Date or Substitution Date (as applicable) for
such Owner Compressor, the sum of the Appraised Values of all Owner Compressors
which were transferred to the Issuer based on Net Book Value in the preceding twelve
(12) month period


 


5

















 


exceeds an
amount equal to the product of (x) ten percent (10%) and (x) the Aggregate
Depreciated Value at the beginning of such twelve (12) month period.  If a Contributed Compressor cannot, pursuant
to this definition, be valued at Net Book Value, then the Issuer shall deliver
to the Indenture Trustee, Deal Agent and each Series Enhancer on the applicable
Contribution Date or Substitution Date for such Compressor, three (3) Appraisals
with respect to such Compressor(s), which Appraisals shall be dated not more
than ninety (90) days prior to such Contribution Date or Substitution Date.


 


Asset
Base:  As of any
date of determination, an amount equal to the lesser of (i) the Debt Limit
then in effect, and (ii) the Net Revenue Limit then in effect.


 


Asset Base
Certificate:  A
certificate with appropriate insertions setting forth the components of the
Asset Base as of the last day of the month for which such certificate is
submitted, which certificate shall be in the form attached as Exhibit A to the
Management Agreement and shall be certified by an Authorized Signatory.


 


Asset Base
Deficiency:  As
of any Payment Date or Determination Date, as the case may be,  the condition that will exist if (i) the
Aggregate Note Principal Balance as of such date of determination, exceeds (ii)
the Asset Base as of such date of determination (or such earlier date as is
specified in the Related Documents).  If
the usage of such term requires a numerical value, then such term shall mean
the amount of such excess.


 


Authorized
Officer:  With
respect to any matter, any officer of or other Person representing the Issuer,
the Manager or a Noteholder, as the case may be, who is authorized to act for
that party with respect to the applicable matter.


 


Authorized
Signatory:  Any
Person designated by written notice delivered to the Indenture Trustee, the
Deal Agent and each Series Enhancer as authorized to execute documents and
instruments on behalf of a Person.


 


Available
Distribution Amount:  For
any Payment Date, an amount equal to the sum (without duplication) of (i) the
excess of (x) all Securitization Collections received during the immediately
preceding Collection Period, over (y) the aggregate amount of Compressor
Reinvestment Sales Proceeds deposited in the Purchase Account during such
Collection Period, (ii) all amounts received by the Issuer on the related
Determination Date pursuant to any Interest Rate Swap Agreement, (iii) all
Manager Advances received by the Issuer on the related Determination Date, (iv)
all Warranty Purchase Amounts deposited into the Trust Account during the
related Collection Period, (v) all amounts transferred from the Purchase
Account to the Trust Account on such Payment Date or during the related
Collection Period, (vi) any earnings on Eligible Investments in the Transaction
Accounts that were credited to such accounts during the related Collection
Period and transferred to the Trust Account and (vii) any other funds then
deposited into the Trust Account by the Issuer that are designated as
constituting part of the Available Distribution Amount for a Payment Date.


 


Available
Drawing Amount:  With
respect to each Eligible Letter of Credit as of any date of determination, the
maximum amount that may be drawn by the Indenture Trustee on such date.


 


Average
Contract Rate:  For
any calendar month, the quotient obtained by dividing (x) the aggregate
gross contract rate actually billed as reflected on the operating reports of
UCI at the end of each calendar month relating to the Owner Compressors or the
Other UCI Compressors, as the case may be, that were actually under contract at
the end of such calendar month, by (y) the aggregate number of horsepower
represented by the Owner Compressors or the Other UCI Compressors, as the case
may be, that were actually under contract at the end of such calendar month.


 


6

















 


Average
Hedged Rate:  As
of any date of determination, a rate per annum (expressed as a percentage)
equal to a fraction, the numerator of which is (a) the product of (x) the
sum of (i) the notional balances of all Interest Rate Swap Agreements then
in effect, and (y) the weighted average (based on notional balances) of the
interest rate per annum payable by the Issuer on each Interest Rate Swap
Agreement, (ii) the product of (x) the weighted average (based on unpaid
principal balance) of the Adjusted Eurodollar Rate per annum then in effect for
all Series of Notes then Outstanding and (y) the portion of the Aggregate Note
Principal Balances not subject to an Interest Rate Swap Agreement, (iii) the
product of (x) the weighted average (based on unpaid principal balance) of the
Applicable Debt Margin for all Series of Notes then Outstanding and (y) the
Aggregate Note Principal Balance, and (iv) the annualized Premiums payable on
all Series of Notes then Outstanding pursuant to the Premium Letter,  and the denominator of which is the then
Aggregate Note Principal Balance.


 


Back-up
Management Agreement:  (a) The
Back-up Management Agreement, dated as of October 28, 2005, among
Caterpillar Inc., the Issuer and the Manager or (b) any other back-up
management agreement, in form and substance reasonably acceptable to the
Requisite Global Majority, among an Eligible Back-up Manager, the Manager and
the Issuer.


 


Back-up
Manager:  The
Person performing the duties of the Back-up Manager under the Back-up
Management Agreement; initially, Caterpillar Inc.


 


Back-up
Manager Fee:  The
amount set forth in a separate letter agreement between the Manager, the Issuer
and the Back-up Manager, as such letter agreement  may be amended, modified or supplemented from
time to time with the prior written consent of the Requisite Global Majority,
which fee shall not exceed, without the prior written consent of the Requisite
Global Majority, $300,000 per year or $25,000 per month.


 


Back-up
Manager Indemnified Party:  This term has the meaning set forth in
Section 6.1 of the Back-up Management Agreement.


 


Back-up
Manager Termination Notice:  This term has the meaning set forth in
Section 4.1 of the Back-up Management Agreement.


 


Bank
Agent:  This
term has the meaning set forth in Section 1 of the Intercreditor Agreement.


 


Bankruptcy
Code:  The
Bankruptcy Reform Act of 1978, as amended.


 


Bills of
Sale:  Either or
both, as the context may require of, (a) the Compressor Transfer
Certificate, dated as of October 28, 2005, with respect to the Compressors
conveyed by Old Lessee to the Issuer and any related warranty of title from
UCI, if any, and (b) the Old Lessor Bill of Sale and any related warranty
of title from UCI.


 


Book Entry
Custodian:  The
Person appointed pursuant to the terms of the Indenture to act in accordance
with a certain letter of representations agreement such person has with DTC, in
which DTC delegates its duties to maintain the Book Entry Notes to such Person
and authorizes such Person to perform such duties.


 


Book Entry
Notes:  Each
Note for so long as such Note is registered in the name of its depository or
its nominee in accordance with the terms and conditions of the Indenture.


 


Business
Day:  Any day
other than a Saturday, a Sunday or a day on which banking institutions in New
York City, Houston, Texas, Charlotte, North Carolina (or London, England for
the purposes of


 


7

















 


determining
LIBOR only), or the city in which the Corporate Trust Office of the Indenture
Trustee is located, are authorized or are obligated by law, executive order or
governmental decree to be closed.


 


Business
Entity:  A
corporation (or, when used as an adjective, corporate), limited liability
company, partnership (whether general or limited), business trust, joint stock
company, unincorporated association, joint venture or other applicable business
entity, whether or not having distinct legal existence, and any asset or group
of assets that is or can be operated as or as part of a business unit.


 


CA
Indemnified Party:  Has
the meaning set forth in Section 7.01 of the Contribution Agreement.


 


Casualty Loss:  With respect to an
Owner Compressor, the occurrence or existence of any of the following events or
conditions:  (a) the loss of such
Owner Compressor or any substantial part thereof, or (b) the loss of the use
of such Owner Compressor due to theft or disappearance for a period in excess
of forty-five (45) days, or existing at the Legal Final Maturity Date for the
Series with the latest Legal Final Maturity Date, or (c) the destruction,
damage beyond repair, or requisition of such Owner Compressor or any
substantial part thereof permanently unfit for normal use for any reason
whatsoever, or (d) the condemnation, confiscation, seizure, or requisition
of use or title to such Owner Compressor or any substantial part thereof by any
Governmental Authority under the power of eminent domain or otherwise beyond
the earlier of (x) fifteen (15) days and (y) the Legal Final Maturity
Date of the Series with the latest Legal Final Maturity Date.


 


Casualty
Proceeds:  The
net proceeds received by, or on behalf of, the Issuer as a result of a Casualty
Loss with respect to any Owner Compressor whether derived from insurance
payments, payments from Users of such Owner Compressors, or otherwise.


 


Chattel
Paper:  Any
Contract or other “chattel paper,” as such term is defined in Section
9-102(a)(11) of the UCC.


 


Claim:  Shall mean any and
all claims, actions, damages, losses, liabilities, costs and expenses
(including reasonable attorneys’ fees) unless otherwise defined in any Related
Document.


 


Class:  With respect to any
Series, all Notes issued pursuant to the related Supplement having the same
rights to payment and the same Legal Final Maturity Date.


 


Closing:  With respect to any Series, the time at which
each of the conditions precedent set forth in the related Supplement and Note
Purchase Agreement shall have been duly fulfilled or satisfied.


 


Closing
Date: 
October 28, 2005.


 


Code:  The Internal Revenue
Code of 1986, as amended, or any successor statute thereto.


 


Collateral:
 Has the meaning
set forth in the Granting Clause of the Indenture.


 


Collection
Period:  With
respect to the first Payment Date, the period commencing on the Closing Date
and ending on the last day of the calendar month in which the Closing Date
occurs, and for any subsequent Payment Date, the period from the first day of
the calendar month immediately preceding the month in which such Payment Date
occurs through the last day of such calendar month.


 


Collections:  Has the meaning set forth in Section 1 of the
Intercreditor Agreement.


 


Commercial Tort Claims:  All “commercial tort claims” as defined in
Article 9 of the UCC.


 


8

















 


Commitment
Fee: With respect to any Series of Warehouse Notes for
each Payment Date, the fee designated as such in the related Supplement.


 


Commitment
Termination Date: 
With respect to any Series of Warehouse Notes, the date set forth in the
related Supplement.


 


Competitor:  Any Person (other than any Universal
Affiliate) engaged and competing with either the Issuer or UCI in the business
of contracting Compressors; provided, however,
that in no event shall any insurance company, bank, bank holding company,
savings institution, finance company or trust company, fraternal benefit
society, pension, retirement or profit sharing trust or fund, or any
collateralized bond obligation fund or similar fund (or any trustee of any such
fund) or any holder of any obligations of any such fund (solely as a result of
being such a holder) be deemed to be a Competitor.


 


Compressor:  A natural gas or coalbed
methane compressor equipment unit, together with any tangible components
thereof, all related appliances, parts, accessories, appurtenances, accessions,
additions, improvements and replacements thereto, all other equipment or
components of any nature from time to time incorporated or installed therein
and all substitutions for any of the foregoing.


 


Compressor
Contract Revenues Adjustment:  For
purposes of the calculation of Excluded Net Revenue (if any) for any Collection
Period, a fraction (expressed as a percentage) the numerator of which is Net
Revenue for such Collection Period and the denominator of which is Gross
Compressor Contract Revenues for such Collection Period.


 


Compressor
Reinvestment Sales Proceeds:  For any Collection Period, an amount equal to
the sum of (i) all Casualty Proceeds received during such Collection Period and
(ii) all Net Compressor Sales Proceeds received during such Collection Period
from sales of Owner Compressors made in accordance with the provisions of
Sections 645 and 646 of the Indenture; provided, however, that Compressor
Reinvestment Sales Proceeds shall not include any cash payments received by, or
on behalf of, the Issuer in order to cure a default pursuant to the provisions
of Section 644 or Section 645 of the Indenture.


 


Compressor
Related Assets: 
With respect to any Compressor, all of the following:  (i) the Management Agreement, the
Contribution Agreement, (in each case, to the extent relating to such
Compressor) and any agreement, contract or warranty (a) relating to such
Compressor or the use or management of such Compressor, or (b) with the
manufacturer of such Compressor (including any such agreement relating to the
design, assembly and contracting of such Compressor), and, in each case, all
amendments, restatements, modifications, additions and supplements thereafter
made with respect to such Compressor, (ii) any User Contract to which such
Compressor is subject, but only to the extent that such User Contract relates
to such Compressor, including all contract compression revenues accruing on or
after the date of transfer to the Issuer, including the right to terminate,
perform under or compel performance of the terms thereof, (iii) all
documents in the Contract File relating to such Compressor, (iv) all Supporting
Obligations, guarantees, cash deposits or credit support, supporting or
securing payment or performance under any User Contract to which such
Compressor is subject, (v) all Records relating to such Compressor, and
(vi) all payments, proceeds and income of the foregoing or related
thereto, including all insurance proceeds and claims, losses or damages arising
out of breach of any User Contract.


 


Compressor
Termination Event: 
Has the meaning set forth in Section 3.3 of the Management Agreement.


 


9

















 


Compressor
Transfer Certificate: 
A Compressor Transfer Certificate and Bill of Sale substantially in the
form of Exhibit B to the Contribution Agreement, executed and delivered by the
Contributor in accordance with the terms of the Contribution Agreement.


 


Concentration
Measurement Date: 
The last day of each March, June, September and December, commencing
December 2005.


 


Contract:  Each and every item of Chattel Paper,
installment sales agreement, equipment contract or contract agreement
(including progress payment authorizations) relating to any Compressor or to
which any Compressor is subject. The term “Contract” includes (i) all
payments to be made to the owner of such Compressor under any such agreement, (ii) all
rights of the owner of the Compressor under such agreement, (iii) all
Supporting Obligations provided by the User under any such agreement and
(iv) any and all schedules, supplements, amendments, renewals, extensions
or guaranties thereof.


 


Contract
File:  With
respect to each Contract relating to any Owner Compressor, to the extent the
applicable transferor has such Contract available, or if entered into after the
Closing Date, the file(s) containing all of the following:


 


(1)                                  an
originally executed counterpart of such Contract executed by each of the Issuer
(or the Manager on behalf of the Issuer) and the User; and


 


(2)                                  a
copy of any master agreement related thereto.


 


Contributed
Assets:  The
Contributed Compressors and Related Contributed Assets related thereto,
collectively.


 


Contributed
Compressor:  An
Owner Compressor contributed, sold, transferred or substituted by the
Contributor to the Issuer in accordance with the terms of the Contribution
Agreement, including any one or all of the following, as the context may
require, (i) the Owner Compressors included in the Initial Contributed
Assets, (ii) any Owner Compressors contributed to the Issuer subsequent to
the Closing Date in accordance with the provisions of Section 2.02 of the Contribution
Agreement, (iii) any Additional Compressors sold to the Issuer in
accordance with the provisions of Section 2.02 of the Contribution Agreement,
(iv) any Substitute Compressors transferred to the Issuer in accordance
with the provisions of Section 3.04 of the Contribution Agreement, and (v) any
Deemed Substitute Compressors transferred in accordance with Section 2.02 of
the Contribution Agreement.


 


Contribution
Agreement:  The
Contribution and Sale Agreement, dated as of October 28, 2005, between the
Contributor and the Issuer, as such agreement may be amended, modified or
supplemented from time to time in accordance with its terms.


 


Contribution
Date:  With
respect to the Contribution Agreement, each day on which an Owner Compressor is
(i) contributed by the Contributor to the Issuer in accordance with the
terms of the Contribution Agreement (including the Closing Date), or
(ii) purchased from the Contributor by the Issuer in accordance with the
terms of the Contribution Agreement, or (iii) both (i) and (ii) above as
the context may require.


 


Contributor:  Initially, each of UCI and UCO Compression
2002 LLC, a Delaware limited liability company; and upon the merger of UCO
Compression 2002 LLC into UCI, UCI and its successors and permitted assigns.


 


10

















 


Control
Agreement:  With
respect to each Transaction Account, an agreement substantially in the form of
Exhibit C to the Indenture.


 


Control
Party:  With
respect to each Series of Notes, the Person(s) identified as such in the
related Supplement.


 


Copyright
Licenses:  Any
and all agreements providing for the granting of any right in or to Copyrights,
and all renewals and extensions thereof.


 


Copyrights:  All United States, state and foreign
copyrights, all mask works fixed in semi-conductor chip products (as defined
under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or
unregistered and whether published or unpublished, now or hereafter in force
throughout the world, all registrations and applications therefor including,
without limitation, all rights and privileges corresponding thereto throughout
the world, all extensions, continuations, reissues and renewals of any thereof,
the right to sue for past, present and future infringements of any of the foregoing,
and all proceeds of the foregoing, including, without limitation, licenses,
royalties, fees, income, payments, claims, damages and proceeds of suit.


 


Corporate
Trust Office: 
The principal office of the Indenture Trustee at which at any particular
time its corporate trust business shall be administered, which office shall
initially be located at MAC N9311-161, Sixth Street and Marquette Avenue,
Minneapolis, MN 55479.


 


Corporate
Trust Officer: 
Any Treasurer, Assistant Treasurer, Assistant Trust Officer, Trust
Officer, Assistant Vice President, Vice President or Senior Vice President of
the Indenture Trustee or any other officer having direct responsibility for the
administration of the Indenture and who customarily performs functions similar
to those performed by the Persons who at the time shall be such officers to
whom any corporate trust matter is referred because of their knowledge of and
familiarity with the particular subject.


 


Credit and
Collection Policy: 
The credit and collection policy of UCI initially specified in Exhibit B
to the Management Agreement and subsequently reported in accordance with the
terms of the Management Agreement.


 


Deal Agent:  Wachovia Capital Markets, LLC.


 


Debt:  Has the meaning set forth in the Senior
Secured Credit Agreement.


 


Debt Limit:  As of any date of determination, an amount
equal to the sum of (1) all Money and Eligible Investments on deposit in
the Reserve Account and Purchase Account, and (2) the product of
(x) the Advance Rate, and (y) the excess of (a) the then
Aggregate Depreciated Value on such date, over (b) the Excluded
Depreciated Value on such date.


 


Deemed
Substitute Compressor: 
Has the meaning set forth in Section 2.02(c)(iii) of the Contribution
Agreement.


 


Deemed
Substitution: 
Any contribution or other transfer of one or more Compressor(s) to the
Issuer, which contribution or transfer is certified by the Contributor to be a
Deemed Substitution pursuant to Section 2.02(c)(iii) of the Contribution
Agreement.


 


11

















 


Default
Fee:  The
incremental amounts specified in the related Supplement payable by the Issuer
resulting from (i) the failure of the Issuer to pay when due any principal or
interest of the Notes of the related Series, or (ii) the occurrence of an Event
of Default.


 


Deficiency
Amount:  With
respect to any Series, one of the following amounts:  (a) for any Payment Date, any shortfall
in the aggregate amount available in the Trust Account, the related Series
Account or any other amounts available under the Indenture or the related
Supplement (including amounts recovered by the Indenture Trustee for the
Noteholders of such Series from any or all of the Reserve Account, the Letters
of Credit, the Lockbox Account and the ABS Lockbox (if any)) to pay the
Interest Payment for such Series, and (b) on the Legal Final Maturity Date
for such Series, any shortfall in the aggregate amount available in the Trust
Account, the related Series Account or any other amounts available under the
Indenture or the related Supplement (including amounts recovered by the
Indenture Trustee for the Noteholders of such Series from any or all of the
Reserve Account, the Letters of Credit, the Lockbox Account and the ABS Lockbox
(if any)) to pay the then unpaid principal balance of, and accrued interest on,
such Series.


 


Definitive
Note:  A Note
issued in definitive form pursuant to the terms and conditions of Section 202
of the Indenture.


 


Deposit
Account:  Has
the meaning set forth in Article 9 of the UCC.


 


Depositary:  The Depository Trust Company until a
successor depositary shall have become such pursuant to the applicable
provisions of the Indenture and thereafter “Depositary” shall mean or include
each Person who is then a Depositary thereunder. For purposes of the Indenture,
unless otherwise specified pursuant to Section 202 of the Indenture, any
successor Depositary shall, at the time of its designation and at all times
while it serves as Depositary, be a clearing agency registered under the
Exchange Act, and any other applicable statute or regulation.


 


Depositary
Participants:  A
broker, dealer, bank, other financial institution or other Person for whom from
time to time the Depositary effects book-entry transfers and pledges of
securities deposited with the Depositary.


 


Depreciated
Value:  For any
Owner Compressor as of the last day of the preceding calendar month prior to
any date of determination, one of the following amounts:  (i) on the Closing Date (with respect to
the Owner Compressors owned on the Closing Date) or on the Contribution Date,
Purchase Date, Substitution Date, as applicable (with respect to Owner
Compressors that have been acquired after the Closing Date), the then Appraised
Value; and (ii) on any subsequent Payment Date, the excess of (x) the
Appraised Value over (y) the product of (A) the Appraised Value of
such Owner Compressor and (B) the fraction (expressed as a percentage) the
numerator of which is the number of Payment Dates from the Closing Date (or if
an Owner Compressor is acquired after the Closing Date, the Contribution Date,
Purchase Date or Substitution Date, as applicable) to but not including such
Payment Date and the denominator of which is the Depreciation Life.


 


Depreciation
Life:  The
number of Payment Dates from the Closing Date (or, if an Owner Compressor, is
acquired after the Closing Date, the Contribution Date, Purchase Date, or
Substitution Date, as applicable) to  the
Depreciation Life End Date.


 


Depreciation
Life End Date: 
Twenty (20) years from the Closing Date, or such later date that has
been consented to by each Series Enhancer and the Requisite Global Majority.


 


Determination
Date:  The third
(3rd) Business Day prior to any Payment Date.


 


12

















 


Documents:  Any “documents,” as such term is defined in
Section 9-102(a)(30) of the UCC.


 


Dollars:  The lawful currency of the United States of
America.


 


Domestic
Contract Compression Business:  One of the following: (i) with respect to
UCI and its Subsidiaries, the natural gas compression contract services
business of UCI and its Subsidiaries in the United States of America and
(ii) with respect to the Issuer, the natural gas compression contract
services business of the Issuer in the United States of America.


 


Drawing
Certificate: 
This term has the meaning set forth in the Letter of Credit.


 


DTC:  The Depository Trust Company.


 


Eligible
Account:  Either
(a) a segregated account with an Eligible Institution or (b) a segregated trust
account with the corporate trust department of a depository institution
organized under the laws of the United States or any of the states thereof,
including the District of Columbia (or any domestic branch of a foreign bank),
and acting as a trustee for funds deposited in such account, so long as the
senior securities of such depository institution shall have a credit rating
from each Rating Agency in one of its generic credit rating categories no lower
than “A3” or “A-”, as the case may be, or (c) any account held with the
Indenture Trustee provided that the institution then acting as Indenture
Trustee is an Eligible Institution.


 


Eligible
Appraiser:  An
appraiser reasonably acceptable to the Requisite Global Majority, UCI and the
Rating Agencies which is independent with respect to UCI and its Affiliates
within the meaning of the code of professional ethics of the American Society
of Appraisers.  On the Closing Date,
Standard & Poor’s Corporate Value Consulting, Valuation Research
Corporation and Marshall and Stevens are Eligible Appraisers.


 


Eligible
Back-up Manager: 
Caterpillar Inc. or any other Person acceptable to the Requisite Global
Majority to fulfill the duties of the Back-up Manager pursuant to the Related
Documents.


 


Eligible
Bank:  A banking
institution capable of issuing an Eligible Letter of Credit the short- term
debt rating of which is “A-1” from S&P and “P-1” from Moody’s and long-term
debt rating of which is “A” from S&P and “A2” from Moody’s or higher or
such other banking, financial or similar institution acceptable to the
Requisite Global Majority.


 


Eligible
Compressor:  As
of any date of determination (or, in the cases of clauses (8), (9) and (10),
solely as of the dates set forth therein), an Owner Compressor:


 


(6)                                  which is located
within the United States of America;


 


(7)                                  which is not considered
a fixture under the Applicable Law of the jurisdiction in which such Owner
Compressor is then located;


 


(8)                                  which bears (or,
within ninety (90) days of the Closing Date or ninety (90) days after the
related Contribution Date or Substitution Date, as the case may be, will bear)
a sticker or other clearly visible marker identifying the Issuer as owner
thereof and the Lien of the Indenture Trustee therein (such sticker to be
approved from time to time by the Requisite Global Majority, as necessary to
reasonably comply with Applicable Law);


 


13

















 


(9)                                  which is designed
for, and in suitable operating condition for, use in natural gas and coalbed
methane activities;


 


(10)                            which is
(A) maintained in accordance with a schedule and to a standard that is not
less than the higher of (x) the schedule and maintenance standards
suggested by the manufacturer of such Owner Compressor (and in any event
sufficient to maintain in full force and effect any applicable manufacturer’s
warranties) and (y) the schedule and maintenance standards applicable to
the UCI Compressors (taken as a whole), and (B) if used as a source of
spare parts in connection with the mutual maintenance provisions set forth in
Section 5.13 of the Management Agreement, returned to operational status by the
last day of the month in which such Owner Compressor was used in connection
with such mutual maintenance provisions;


 


(11)                            which is subject to
insurance coverage that complies with the terms of the Related Documents and
which is in full force and effect;


 


(12)                            in which the Indenture
Trustee has valid and enforceable Lien and which is not subject to any Lien
other than Permitted Encumbrances;


 


(13)                            which on the Closing Date
(with respect to the Owner Compressors in place on such date) or the subsequent
related Contribution Date, Substitution Date or Purchase Date (with respect to
the Owner Compressors acquired after the Closing Date), (1) did not cause
the Owner Compressors, purchased, substituted, contributed or otherwise
acquired on such date, to have an aggregate Weighted Average Age at such time
to exceed by more than five percent (5%) the Weighted Average Age of UCI
Compressors (taken as a whole) on such date, (2) did not cause the
Weighted Average Age of all Eligible Compressors (including all Eligible
Compressors purchased, substituted, contributed or otherwise acquired on such
date) to exceed by more than five percent (5%) the Weighted Average Age of all
Owner Compressors on the Closing Date (as adjusted for the increase to Weighted
Average Age during the period commencing on the Closing Date and ending on such
acquisition date), and (3) will, based on the then most current Appraisal,
indicate a remaining weighted average economic useful life beyond the Legal
Final Maturity Date for the Series of Notes with the latest Legal Final
Maturity Date;


 


(14)                            which, on the related
Contribution Date, Purchase Date or Substitution Date, as the case may be, and
when considered with all other Eligible Compressors transferred to the Issuer
on such date, did not increase any Excess H/P Concentration Amount then in
existence;


 


(15)                            which, on the related
Contribution Date, Purchase Date or Substitution Date, as the case may be, and
when considered with all other Eligible Compressors transferred to the Issuer
on such date, did not increase any Excess Customer Concentration Amount then in
existence; and


 


(16)                            which has more than sixty
(60) horsepower.


 


Eligible
Contract:  A
User Contract with respect to any Owner Compressor:


 


(3)                                  which
by its terms, is either (x) during the initial stated base term thereof, an
absolute, irrevocable, noncancelable and unconditional obligation of the
related User (subject only to setoff or cancellation for the failure of the
owner thereunder to meet performance


 


14

















 


guarantees or maintain run time for the related Owner Compressors that
are set forth in such User Contract, or otherwise permitted within this
definition) to pay a specified dollar amount to the owner thereunder (or its
assigns) during the initial stated base term thereof, or (y) after the initial
stated base term thereof, a month-to-month absolute obligation of the related
User (subject only to set off for failure by the owner under such User Contract
to maintain the Owner Compressors in accordance with the User Contract, or
otherwise permitted within this definition) to pay the specified payment for
each month during which the related Owner Compressors have not been returned to
the obligor thereunder or its designee in accordance with the terms of the User
Contract;


 


(4)                                  which
by its terms, does not (x) prohibit one or more assignments of the owner’s
rights thereunder, or (y) require notice to or the consent of the related User
or, if notice to or the consent of the related User is required, such notice
has been given or consent has been obtained; provided, however, that if on or
after the Closing Date, such prohibition or notice to or consent requirement is
contained in an existing User Contract form with a User (and in which case (i)
UCI has determined that it would not be commercially reasonable to negotiate a
new form or (ii) the User has refused to modify such term), these criteria
shall not apply to such existing User Contract form;


 


(5)                                  which
by its terms, prohibits setoff (other than for failure by the owner thereunder
to meet performance guarantees or maintain run time for the related Owner
Compressors that are set forth in such User Contract); provided, however, that
if such prohibition is not adequately contained (either by its express terms or
by silence) in an existing User Contract form with a User (and in which case
(i) UCI has determined that it would not be commercially reasonable to
negotiate a new form or (ii) the User has refused to modify such term), these
criteria shall not apply to such existing User Contract form;


 


(6)                                  which
provides for payment from the User in Dollars;


 


(7)                                  for
which the related User is not (x) a Universal Affiliate, or (y) a
Governmental Authority;


 


(8)                                  which
represents the legal, valid and binding obligation of the User thereunder,
enforceable against such User in accordance with its terms (subject to the
effects of bankruptcy, insolvency, reorganization, moratorium or other similar
laws related to or affecting creditors rights generally and to general
equitable principles);


 


(9)                                  which,
if entered into after the Closing Date, was duly executed by parties having the
capacity to do so (except for rate increase notices which will only be executed
by Issuer or Manager);


 


(10)                            which,
if entered into after the Closing Date, complies with at least one of these
statements:


 


(A)                              is in the form, or is
substantially in the form, attached as Exhibit D to the Contribution Agreement,
with such amendments or modifications thereto as are commercially reasonable
under the circumstances;


 


(B)                                if the related User has
sufficient market power or presence to require use of its own contract form, is
documented on a contract form required by such User with such amendments or
modifications thereto as the parties may agree (but only if


 


15

















 


the Issuer or Manager has determined that it would not be commercially
reasonable to negotiate a new form);


 


(C)                                if the related User has
an ongoing business relationship with UCI, was documented on a contract form
previously used prior to the Closing Date (but only if the Issuer or Manager
has determined that it would not be commercially reasonable to negotiate a new
form);


 


(11)                            for
which schedule A to such User Contract has been (or, within thirty (30) days
after the related Contribution Date, Purchase Date, or Substitution Date, as
the case may be, will be) stamped, marked or otherwise notated so as to
indicate the Lien of the Indenture Trustee in such User Contract, such
stamp/notice to be approved from time to time by the Requisite Global Majority,
as is necessary to comply with Applicable Law;


 


(12)                            which,
if entered into after the Closing Date and consists of a master contract and
one or more schedules issued pursuant to the terms of such master contract,
specifically identifies the master contract agreement pursuant to which such
User Contract was issued;


 


(13)                            for
which, if entered into after the Closing Date, there exist not more than two
(2) originally executed counterparts, one of which is in the possession of the
owner (or its assignee) and the other is in the possession of the related User;


 


(14)                            which,
if entered into after the Closing Date, does not bear any handwritten
alterations or revisions to the terms, conditions or provisions of such User
Contract, unless each such alteration or revision is accompanied by written
evidence of the assent of the owner and such User to such alteration or
revision; and


 


(15)                            if
such User Contract contains a contractual purchase option in favor of the
applicable User and the Net Compressor Sales Proceeds to be received by the
Issuer upon the exercise of such purchase option is less than the Depreciated
Value of such Owner Compressor as of the Payment Date immediately preceding the
applicable date of such purchase, then the Owner Compressor that relates to
such User Contract is a Permitted Below DV Compressor.


 


Eligible
Institution:  Any one or more of the following
institutions:  (i) the corporate
trust department of the Indenture Trustee, or (ii) a depositary
institution organized under the laws of the United States of America or any one
of the states thereof or the District of Columbia (or any domestic branch of a
foreign bank), (a) which has both (x) a long-term unsecured senior
debt rating of not less than “A” by S&P and “A2” by Moody’s and (y) a
short term unsecured senior debt rating rated in the highest rating category by
each Rating Agency and (b) whose deposits are insured by the Federal
Deposit Insurance Corporation.


 


Eligible
Interest Rate Hedge Counterparty:  At the time of execution and delivery of the
related Interest Rate Swap Agreement, any bank or other financial institution
(or any party providing credit support on such person’s behalf) which has
rating(s) equal to or better than the Hedge Counterparty Required Rating or is
otherwise approved by the Requisite Global Majority and satisfies the Rating
Agency Condition.


 


16














 


Eligible
Investments: 
One or more of the following:


 


(1)           direct obligations of,
and obligations fully and unconditionally guaranteed as to the timely payment
of principal and interest by, the United States or obligations of any agency or
instrumentality thereof when such obligations are backed by the full faith and
credit of the United States;


 


(2)           certificates of deposit
and bankers’ acceptances (which shall each have an original maturity of not
more than 6 months) of any United States depository institution or trust
company incorporated under the laws of the United States or any State and
subject to supervision and examination by federal and/or State authorities,
provided that the long-term unsecured senior debt obligations of such
depository institution or trust company at the date of acquisition thereof have
been rated “AA-” (or its equivalent) or better by the Rating Agencies, or the
short-term unsecured senior debt obligations of such depository institution or
trust company are rated by each Rating Agency in its highest rating category;


 


(3)           commercial paper
(having original maturities of not more than 180 days) of any corporation
(other than the Issuer), incorporated under the laws of the United States or
any State thereof which on the date of acquisition has been rated by each
Rating Agency in the highest short-term unsecured commercial paper rating
category;


 


(4)           any U.S. dollar
denominated money market fund having assets in excess of $100,000,000 that has
been rated by each Rating Agency in its highest rating category (including any
designations of “plus” or “minus”) or that invests solely in Eligible
Investments;


 


(5)           eurodollar deposits
(which shall each have an original maturity of not more than 6 months) of any
depository institution or trust company, provided that the long-term unsecured
senior debt obligations of such depository institution or trust company at the
date of acquisition thereof have been rated “AA-” (or its equivalent) by the
Rating Agencies, or the short-term unsecured senior debt obligations of such
depository institution or trust company are rated by each Rating Agency in its
highest rating category;


 


(6)           repurchase obligations
with a term not to exceed ninety (90) days with respect to any security
described in clause (i) above and entered into with a depository institution or
trust company (acting as a principal) rated “AA or higher by the Rating
Agencies; provided, however, that collateral transferred pursuant to such
repurchase obligation must (A) be valued weekly at current market price
plus accrued interest, (B) pursuant to such valuation, have a value equal
to, at all times, 105% of the cash transferred by the Indenture Trustee in
exchange for such collateral and (C) be delivered to the Indenture Trustee
or, if the Indenture Trustee is supplying the collateral, an agent for the
Indenture Trustee, in such a manner as to accomplish perfection of a security
interest in the collateral by possession of certificated securities; and


 


(7)           other obligations or
securities that are acceptable to the related Series Enhancers as an Eligible
Investment hereunder and that will not result in a reduction or withdrawal in
the then current rating of the Notes as evidenced by a letter to such effect
from each Rating Agency and the related Series Enhancers.


 


Each of the Eligible
Investments may be purchased by or through an Affiliate of the Indenture
Trustee.


 


17

















 


Eligible
Letter of Credit: 
Any irrevocable, transferable, unconditional standby letter of credit
(a) issued by an Eligible Bank for the benefit of the Indenture Trustee,
(b) having a stated expiration date of not earlier than the Legal Final
Maturity Date or permitting drawing thereon prior to non-renewal, (c) that
may be drawn upon at the principal offices of the Eligible Bank as the same
shall be designated from time to time by notice to the Indenture Trustee
pursuant to the terms of such letter of credit, (d) which is payable in
Dollars in immediately available funds in an amount of not less than the
Available Drawing Amount, (e) that is governed by the Uniform Customs and
Practice Documentary credits (1998 Revision), International Chamber of Commerce
Publication No. 500 (the UCP), and any amendments or revisions thereto, except
for waivers with respect to (A) the time periods in Articles 13(b) and
14(d)(i) of the UCP, (B) the application of Article 17 of the UCP and
(C) an provisions of Article 48 of the UCP invalidating transfers made in
accordance with clause (g) below, and, to the extent not governed thereby, the
laws of the State of New York, except for waiver of Section 5-112 of the New
York Uniform Commercial Code, (f) that may be transferred by the Indenture
Trustee, without a fee payable by the Indenture Trustee and without the consent
of the Issuing Bank, to any replacement Indenture Trustee appointed in
accordance with the terms of the Indenture, and (g) that otherwise
contains terms and conditions that are reasonably acceptable to the Requisite
Global Majority.


 


Employee
Benefit Plan:  An “employee benefit plan” as defined in
Section 3(3) of ERISA or a “Plan” within the meaning of Section 4975(e)(1) of
the Code.


 


Enhancement
Agreement:  With
respect to any Series of Notes, any agreement, instrument or document
identified in the related Supplement governing the terms of any Series
Enhancement or pursuant to which any Series Enhancement is issued or
outstanding.


 


Entitled
Party:  The Deal
Agent, the Indenture Trustee, the Noteholders, the Issuer, each Series
Enhancer, each Letter of Credit Bank, each Interest Rate Hedge Provider, and
the respective permitted successors and assigns of the foregoing.


 


Entitlement
Order:  This
term has the meaning set forth in Section 8-102(a)(8) of the UCC.


 


Equipment:  Any equipment, as such term is defined in
Section 9-102(a)(33) of the UCC.


 


ERISA:  The Employee Retirement Income Security Act
of 1974, as amended.


 


Event of
Default:  The
occurrence and continuance beyond any applicable notice and cure period of any
of the events or conditions set forth in Section 801 of the Indenture.


 


Excess 99
hp Amount:  As
of any date of determination, an amount equal to the excess of (x) the sum
of the Depreciated Values (measured as of the last day of a Collection Period)
of each Eligible Compressor having 61 or more horsepower but not more than 99
horsepower, over (y) the product of (i) ten percent (10%) and
(ii) the Aggregate Depreciated Value measured as of the last day of such
Collection Period, which such excess has not been cured on or prior to the
expiration of the one hundred twenty (120) day period commencing on the earlier
to occur of (A) the date on which a Responsible Officer of UCI obtains
actual knowledge of the existence of such condition(s) and (B) the date of
delivery of the first Manager Report that indicates (or should have indicated)
that such excess existed; provided, however, such amount will not be used in
the calculation of Debt Limit until expiration of the cure period set forth
above.


 


Excess 299
hp Amount:  As
of any date of determination, an amount equal to the excess of (x) the sum
of the Depreciated Values (measured as of the last day of a Collection Period)
of each Eligible Compressor having 100 or more horsepower but not more than 299
horsepower, over (y) the product of


 


18

















 


(i) thirty
percent (30%) and (ii) the Aggregate Depreciated Value measured as of the
last day of such Collection Period, which such excess has not been cured on or
prior to the expiration of the one hundred twenty (120) day period commencing
on the earlier to occur of (A) the date on which a Responsible Officer of
UCI obtains actual knowledge of the existence of such condition(s) and
(B) the date of delivery of the first Manager Report that indicates (or
should have indicated) that such excess existed; provided, however, such amount
will not be used in the calculation of Debt Limit until expiration of the cure
period set forth above.


 


Excess 599
hp Amount:  As
of any date of determination, an amount equal to the excess of (x) the sum
of the Depreciated Values (measured as of the last day of a Collection Period)
of each Eligible Compressor having 300 or more horsepower but not more than 599
horsepower, over (y) the product of (i) thirty-five percent (35%) and
(ii) the Aggregate Depreciated Value measured as of the last day of such
Collection Period, which such excess has not been cured on or prior to the
expiration of the one hundred twenty (120) day period commencing on the earlier
to occur of (A) the date on which a Responsible Officer of UCI obtains
actual knowledge of the existence of such condition(s) and (B) the date of
delivery of the first Manager Report that indicates (or should have indicated)
that such excess existed; provided, however, such amount will not be used in
the calculation of Debt Limit until expiration of the cure period set forth
above.


 


Excess 999
hp Amount:  As
of any date of determination, an amount equal to the excess of (x) the sum
of the Depreciated Values (measured as of the last day of a Collection Period)
of each Eligible Compressor having 600 or more horsepower but not more than 999
horsepower, over (y) the product of (i) forty-five percent (45%) and
(ii) the Aggregate Depreciated Value measured as of the last day of such
Collection Period, which such excess has not been cured on or prior to the
expiration of the one hundred twenty (120) day period commencing on the earlier
to occur of (A) the date on which a Responsible Officer of UCI obtains
actual knowledge of the existence of such condition(s) and (B) the date of
delivery of the first Manager Report that indicates (or should have indicated)
that such excess existed; provided, however, such amount will not be used in
the calculation of Debt Limit until expiration of the cure period set forth above.


 


Excess
Customer Concentration Amount:  As of any date of determination, an amount
equal to the sum of (i) the Excess Top Customer Concentration Amount, (ii) the
Excess Top 2 Customer Concentration Amount and (iii) the Excess Top 5 Customer
Concentration Amount, in each case measured as of the most recent Concentration
Measurement Date.


 


Excess H/P
Concentration Amount: 
As of any date of determination, an amount equal to the sum of the
Excess 99 hp Amount, the Excess 299 hp Amount, the Excess 599 hp Amount and the
Excess 999 hp Amount, in each case measured as of the last day of the most
recently completed Collection Period.


 


Excess
Operations Expense: 
Has the meaning given such term within the definition of “Operations Fee”.


 


Excess
S&A Expenses: 
Has the meaning given such term within the definition of “S&A Fee”.


 


Excess Top
Customer Concentration Amount:  As of any date of determination, an amount
(measured as of the most recent Concentration Measurement Date) equal to the
excess of (1) the Depreciated Values (measured as of such Concentration
Measurement Date) of each Eligible Compressor then under contract to the
highest Top User, over (2) the product of (i) fifteen percent (15%)
and (ii) the Aggregate Depreciated Value (measured as of such Concentration
Measurement Date), which such sum has not been cured on or prior to the
expiration of the ninety (90) day period commencing on the earlier to occur of
(A) the date on which a Responsible Officer obtains actual knowledge of
the existence of such


 


19

















 


condition(s)
and (B) the date of delivery of the first Manager Report that indicates
(or should have indicated) that such excess existed; provided,
however, such amount (i) will not be used in the calculation of
Excluded Depreciated Value until expiration of the cure period set forth above
and (ii) upon expiration of such cure period, will be used in the
calculation of the Excluded Depreciated Value until the earlier to occur of
(x) the next succeeding Concentration Measurement Date or (y) the
date on which an officer of the Manager delivers a certificate indicating that
such condition has been remedied.


 


Excess Top
2 Customer Concentration Amount:  As of any date of determination, an amount
(measured as of the most recent Concentration Measurement Date) equal to the
excess of (1) the sum of the Depreciated Values (measured as of such
Concentration Measurement Date) of each Eligible Compressor then under contract
to the two (2) Top Users, over (2) the product of (i) twenty-five percent (25%)
and (ii) the Aggregate Depreciated Value (measured as of such Concentration
Measurement Date), which such sum has not been cured on or prior to the
expiration of the ninety (90) day period commencing on the earlier to occur of
(A) the date on which a Responsible Officer obtains actual knowledge of the
existence of such condition(s) and (B) the date of delivery of the first
Manager Report that indicates (or should have indicated) that such excess
existed; provided, however, such amount (i) will
not be used in the calculation of Excluded Depreciated Value until expiration
of the cure period set forth above and (ii) upon expiration of such cure
period, will be used in the calculation of the Excluded Depreciated Value until
the earlier to occur of (x) the next succeeding Concentration Measurement Date
or (y) the date on which an officer of the Manager delivers a certificate
indicating that such condition has been remedied.


 


Excess Top
5 Customer Concentration Amount:  As of any date of determination, an amount
(measured as of the most recent Concentration Measurement Date) equal to the
excess of (1) the sum of the Depreciated Values (measured as of such
Concentration Measurement Date) of each Eligible Compressor then under contract
to the five (5) Top Users, over (2) the product of (i) fifty percent (50%) and
(ii) the Aggregate Depreciated Value (measured as of such Concentration
Measurement Date), which such sum has not been cured on or prior to the
expiration of the ninety (90) day period commencing on the earlier to occur of
(A) the date on which a Responsible Officer obtains actual knowledge of the
existence of such condition(s) and (B) the date of delivery of the first
Manager Report that indicates (or should have indicated) that such excess
existed; provided, however, such amount (i) will
not be used in the calculation of Excluded Depreciated Value until expiration
of the cure period set forth above and (ii) upon expiration of such cure
period, will be used in the calculation of the Excluded Depreciated Value until
the earlier to occur of (x) the next succeeding Concentration Measurement Date
or (y) the date on which an officer of the Manager delivers a certificate
indicating that such condition has been remedied.


 


Exchange
Act:  The
Securities Exchange Act of 1934, as amended.


 


Excluded
Depreciated Value: 
For purposes of calculating the Debt Limit as of any date of
determination, the sum of the then Excess H/P Concentration Amount and the then
Excess Customer Concentration Amount.  An
Eligible Compressor or, if such Eligible Compressor is then under contract, its
related User shall be included in only one of the foregoing categories for
purposes of determining the Excluded Depreciated Value.


 


Excluded
Net Revenues: 
For purposes of calculating the Net Revenue Limit as of any Payment
Date, an amount equal to the sum of the following:


 


(1)           the
product of (w) Compressor Contract Revenues Adjustment, (x) the
aggregate collected contract payments for the immediately preceding Collection
Period for all Eligible Compressors that have 61 or more horsepower but not
more than 99 horsepower, and (y) a fraction, the numerator of which is the
Excess 99 hp Amount for such Payment


 


20

















 


Date, and the denominator of which the sum of the Depreciated Values of
all Eligible Compressors having 61 or more horsepower but not more than 99
horsepower;


 


(2)           the
product of (w) Compressor Contract Revenues Adjustment, (x) the aggregate
collected contract payments for the immediately preceding Collection Period for
all Eligible Compressors that have 99 or more horsepower but not more than 299
horsepower, and (y) a fraction, the numerator of which is the Excess 299 hp
Amount for such Payment Date, and the denominator of which is the sum of the
Depreciated Values of all Eligible Compressors having 100 or more horsepower
but not more than 299 horsepower;


 


(3)           the
product of (w) Compressor Contract Revenues Adjustment, (x) the aggregate
collected contract payments for the immediately preceding Collection Period for
all Eligible Compressors that have 300 or more horsepower but not more than 599
horsepower, and (y) a fraction, the numerator of which is the Excess 599 hp
Amount for such Payment Date and the denominator of which is the sum of the
Depreciated Values of all Eligible Compressors having 300 or more horsepower
but not more than 599 horsepower;


 


(4)           the
product of (w) Compressor Contract Revenues Adjustment, (x) the aggregate
collected contract payments for the immediately preceding Collection Period for
all Eligible Compressors that have 600 or more horsepower but not more than 999
horsepower, and (y) a fraction, the numerator of which is the Excess 999 hp
Amount for such Payment Date and the denominator of which is the sum of the
Depreciated Values of all Eligible Compressors having 600 or more horsepower
but not more than 999 horsepower; and


 


(5)           the
product of (w) Compressor Contract Revenues Adjustments, (x) the aggregate
collected rental payments for the immediately preceding Collection Period for
all Eligible Compressors then under contract to each User included in the
calculation of the Excess Customer Concentration Amount, and (y) a fraction,
the numerator of which is the Excess Customer Concentration Amount for such
Payment Date and the denominator of which is the sum of the Depreciated Values
of all Eligible Compressors then under contract to all such Customers.


 


Excluded
Payments:  Any
payments received from a User in connection with any use fees, taxes, fees or
other charges imposed by any Governmental Authority or any indemnity payments
made by a User pursuant to the terms of the related User Contract.


 


Existing
Commitment: 
With respect to any Series of Notes, the amount identified as such in
the related Supplement.


 


Expected
Final Payment Date: 
With respect to any Series, the date stated in the related Supplement on
which the principal balance of all of the Notes of such Series are expected to
be paid in full assuming that the full amount of all Scheduled Principal
Payment Amounts of such Series are paid on each Payment Date.


 


Fair Market
Sales Value: 
With respect to the Compressor, an amount equal in amount to, the value
which would be obtained in an arm’s length transaction between an informed and
willing purchaser under no compulsion to buy and an informed and willing seller
under no compulsion to sell the Compressor.


 


21

















 


Federal
Reserve Board:  The Board of Governors of the Federal Reserve
System or any successor thereto.


 


Finance
Contract:  Any
Contract for an Owner Compressor which provides the User thereunder the right
or option to purchase such Owner Compressor at the expiration of such Contract
and which satisfies the criteria for classification as a capital lease pursuant
to GAAP, including Statement of Financial Accounting Standards No. 13, as
amended.


 


Financial
Assets:  Any “financial
asset,” as such term is defined in Section 8-102(9) of the UCC.


 


General
Intangibles: 
Any “general intangible,” as such term is defined in Section 9-106 of
the UCC.


 


Generally
Accepted Accounting Principles or GAAP:  Those generally accepted accounting
principles and practices which are recognized as such by the American Institute
of Certified Public Accountants acting through its Accounting Principles Board
or by the Financial Accounting Standards Board or through other appropriate
boards or committees thereof consistently applied as to the party in question.


 


Global
Note:  Either a
Rule 144A Global Note or a Public Global Note.


 


Goods:  Any “goods,” as such term is defined in
Section 9-102(a)(44) of the UCC.


 


Governmental
Authority:  Any
of the following: (a) any federal, state, county, municipal or foreign
government or political subdivision thereof, any central bank (or similar
monetary or regulatory authority) thereof, any body or entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government, any court or arbitrator, and any accounting board or
authority (whether or not a part of government) which is responsible for the
establishment or interpretation of national or international accounting
principles, in each case whether foreign or domestic; (b) any governmental or
quasi-governmental agency, authority, board, bureau, commission, department,
instrumentality or public body, (c) any court or administrative tribunal or (d)
with respect to any Person, any arbitration tribunal or other non-governmental
authority to whose jurisdiction that Person has consented.


 


Gross
Compressor Contract Revenues:  For any Collection Period, an amount equal to
the sum of all contract payments (but excluding (i) Indemnity Amounts
received from UCI and (ii) any contract payment for which the Manager has
previously made an unreimbursed Manager Advance) actually received from the
contracting for domestic compressor service of an Owner Compressor.


 


Hedge
Counterparty Required Rating:  As applicable, (i) with respect to a
Person as an issuer or with respect to long-term senior unsecured debt of such
Person, (a) ”A1” by Moody’s to the extent such Person has a long-term
rating only (for so long as any Series Notes are Outstanding under the
Indenture and are rated by Moody’s); or (b) ”A2” by Moody’s to the extent
such Person has both a long-term and short-term rating and the short-term
rating is “P-1” (for so long as any Series Notes are Outstanding under the
Indenture and are rated by Moody’s); and (ii) with respect to a Person as
an issuer or with respect to the long-term senior unsecured debt of such
Person, BBB- by S&P or a short-term debt rating of “A-3” by S&P (for so
long as any Series Notes are Outstanding under the Indenture and are rated by
S&P); provided that should a Rating Agency
effect an overall downward adjustment of its short-term or long-term ratings,
then the applicable Hedge Counterparty Required Rating shall be downwardly
adjusted accordingly; provided, further, that
any adjustment to the applicable Hedge Counterparty Required Rating


 


22

















 


pursuant to
the preceding proviso shall be subject to the prior written consent of the
applicable Rating Agency.


 


Hedging
Requirements: 
Has the meaning set forth in Section 631(a) of the Indenture.


 


Holder:  See Noteholder.


 


Impositions:  Has the meaning set forth in Section 5.8 of
the Management Agreement.


 


Incentive
Management Fee: 
For each Payment Date, one of the following amounts:


 


(1)           if
UCI, any Universal Affiliate or Caterpillar Inc. is then fulfilling the role of
the Manager on such Payment Date, an amount equal to the product of
(x) twenty-five percent (25%) and (y) the portion of the Available
Distribution Amount for such Payment Date available for the payment of the
Incentive Management Fee in accordance with the provisions of Section 302(d) or
Section 302(e), as applicable, of the Indenture; or


 


(2)           if
UCI, any Universal Affiliate or Caterpillar Inc., is not then fulfilling the
role of the Manager, the amount designated as such to be set forth in a
separate letter agreement among the Issuer, UCI and the Back-up Manager,
provided however, that (a) the amount of such Incentive Management Fee must be
approved in writing by the Requisite Global Majority and (b) if the Manager
shall fail to appoint a Back-up Manager in accordance with the terms of the
Related Documents, then the Requisite Global Majority may (without the need of
obtaining the consent of the Issuer or the Manager) establish a market based
Incentive Management Fee with a Back-up Manager appointed by the Requisite
Global Majority.


 


Indebtedness:  With respect to any Person means, without
duplication, (a) any obligation of such Person for borrowed money, including,
without limitation, (i) any obligation incurred through the issuance and sale
of bonds, debentures, notes or other similar debt instruments, and (ii) any
obligation for borrowed money which is non-recourse to the credit of such
Person but which is secured by any asset of such Person, (b) any obligation of
such Person on account of deposits or advances, (c) any obligation of such
Person for the deferred purchase price of any property or services, except
accounts payable arising in the ordinary course of such Person’s business, (d)
any obligation of such Person as lessee under a capital lease, (e) any
Indebtedness of another secured by a Lien on any asset of such Person, whether
or not such Indebtedness is assumed by such Person and (f) any obligation in
respect of interest rate or foreign exchange hedging agreements.


 


Indemnified
Party:  This
term has the meaning set forth in Section 6.2 of the Back-up Management
Agreement.


 


Indemnitee:  Each of the Deal Agent, each Series Enhancer,
the Indenture Trustee, each Noteholder, the Interest Rate Hedge Provider, the
Intercreditor Collateral Agent, each of their respective Affiliates, and each
of the successors and permitted assigns and each of the partners, directors,
officers, employees, servants and agents of each of the foregoing and of each
such Affiliate and of such successors and permitted assigns.


 


Indemnity
Amounts:  Indemnity
payments, reimbursement payments and payments in respect of costs and expenses,
in each case payable under any Related Document to the Noteholders (or their
related credit or liquidity providers), the Deal Agent, each Interest Rate
Hedge Provider, any Series Enhancer or any other Indemnitee for increased
costs, funding costs, breakage costs, taxes, other taxes, costs, expenses


 


23

















 


or other
indemnity or reimbursement payments, including, inter alia,
Reimbursement Amounts payable to any Series Enhancer under the Insurance
Agreement.


 


Indenture:  The Indenture, dated as of October 28,
2005, between the Issuer and the Indenture Trustee and all amendments thereof
and supplements thereto, including, with respect to any Series, the related
Supplement.


 


Indenture
Trustee:  The
Person performing the duties of the Indenture Trustee under the Indenture;
initially, Wells Fargo Bank, National Association.


 


Indenture
Trustee Indemnified Amounts:  Has the meaning set forth in Section 905 of
the Indenture.


 


Indenture
Trustee’s Fees: 
Has the meaning set forth in Section 905 of the Indenture.


 


Independent
Accountants: 
Either (i) any “Big 4” accounting firm or (ii) any other independent
certified public accountants of internationally recognized standing selected by
the Issuer and acceptable to the Requisite Global Majority.


 


Independent
Director:  A
director who is not a current or former employee, officer, director, partner,
member, or shareholder, creditor or customer of UCI or any of its Affiliates
and is not related by blood or marriage to any such person and who has not
received, and was not an employee, officer, director, partner, member or
shareholder of any person that has received, from UCI or any of UCI’s Affiliates,
in any year within the five (5) years immediately preceding or any year during
such director’s incumbency as an Independent Director, fees or other income in
excess of five percent (5%) of the gross income of such Person for any
applicable year, provided that an Independent Director may serve in similar
capacities for other special purpose entities formed by UCI or its Affiliates.
As used in this defined term, “control”, including the terms “controlling,” “controlled
by” and “under common control with,” means the direct or indirect possession of
the power to direct or cause the direction of the management and policies of a
person, whether through the ownership of at least 10% of the voting securities,
by contract or otherwise. No resignation or removal of an Independent Director
shall be effective until a successor Independent Director has been elected to
replace such Independent Director.


 


Ineligible
Collections: 
For any Collection Period and each Ineligible Contract, all Gross
Compressor Contract Revenues, Net Compressor Sales Proceeds and Casualty
Proceeds received in respect of such Ineligible Contract.


 


Ineligible
Compressor:  As
of any date of determination, any Owner Compressor that is not then classified
as an Eligible Compressor.


 


Ineligible
Contract:  As of
any date of determination, a User Contract that is not then classified as an
Eligible Contract.


 


Initial
Commitment: 
With respect to any Noteholder of any Series, the aggregate initial
commitment of such Noteholder, expressed as a dollar amount, to purchase up to
a specified principal balance of all Notes of such Series, which commitment
shall be set forth in the related Supplement.


 


Initial
Contributed Assets: 
Those Contributed Assets, as set forth in Exhibit A to the Contribution
Agreement, contributed by the Old Lessee to the Issuer on the Closing Date,
together with (a) all Related Contributed Assets relating thereto,
(b) all rights of Old Lessee under the User Contracts


 


24

















 


related to the
Sold Compressors, (c) the right and option to purchase the Initial Sold
Assets, and (d) all right, title and interest of Contributor in and to the
Related Sold Assets related to the Sold Compressors.


 


Initial
Purchaser:  With
respect to each Series of Notes, the Person(s) identified as such in the
related Supplement.


 


Initial
Sold Assets: 
The Sold Compressors sold by the Old Lessor to the Issuer on the Closing
Date pursuant to the Old Lessor Bill of Sale, together with (a) all
Related Sold Assets relating thereto and (b) any contract compression
revenues from User Contracts received on or after the Closing Date related to
the Sold Compressors.


 


Insolvency
Law:  The
Bankruptcy Code or similar applicable law in any State or other applicable
jurisdiction.


 


Insolvency
Proceeding:  Any
Proceeding under any applicable Insolvency Law.


 


Institutional
Accredited Investor: 
One or more accredited investors of the types set forth in clauses (a)
(1), (2), (3) and (7) of Rule 501 under the Securities Act.


 


Instruments: Any “instrument,” as such term is
defined in Section 9-102(a)(47) of the UCC.


 


Insurance
Agreement:  The
Insurance and Indemnity Agreement, dated as of October 28, 2005, among
Ambac, the Issuer, the Manager and the Indenture Trustee, as such agreement may
be amended, modified or supplemented from time to time in accordance with its
terms.


 


Insured
Amount:  Has the
meaning set forth in the Policy.


 


Intellectual
Property. 
Collectively, the Copyrights, the Copyright Licenses, the patents, the
Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets, and
the Trade Secret Licenses.


 


Intercreditor
Agreement:  The
Intercreditor and Collateral Agency Agreement dated as of October 28, 2005
(as amended, supplemented, amended and restated or otherwise modified from time
to time in accordance with the provisions thereof) among UCI, the Issuer, the
Indenture Trustee, the Bank Agent, the Intercreditor Collateral Agent and the
Additional UCI Lenders that from time to time become a party thereto.


 


Intercreditor
Collateral Agent: 
This term has the meaning set forth in Section 1 of the Intercreditor
Agreement.


 


Interest
Accrual Period: 
With respect to a Payment Date, the period beginning with, and
including, the first day of the immediately preceding calendar month and ending
on and including the last of such calendar month, or with respect to a Series
of Notes, such other period as is specified in the related Supplement.


 


Interest
Coverage Ratio: 
Has the meaning set forth in the Senior Secured Credit Agreement.


 


Interest
Payment Deficiency: 
This term shall have the meaning set forth in Section 313(c) of the
Indenture.


 


25

















 


Interest
Payments:  For
each Series of Notes which are Outstanding on any Payment Date, the aggregate
amount of the “Interest Payments” (as defined in the related Supplement for
such Series) for such Payment Date.  If
any Interest Payments are paid by a Series Enhancer, then any reimbursement
obligations of the Issuer to such Series Enhancer in respect of such payments,
together with interest thereon at the rate set forth in the applicable
Enhancement Agreement, shall be included in the calculation of the Interest
Payments for such Series.


 


Interest
Rate Hedge Provider: 
Any Eligible Interest Rate Hedge Counterparty or any counterparty to a
cap, collar or other hedging instrument permitted to be entered into pursuant
to the Indenture.


 


Interest
Rate Hedge Provider Trust Account:  Has the meaning set forth in Section 631(b)
of the Indenture.


 


Interest
Rate Swap Agreement: 
An ISDA master swap agreement between the Issuer and the Interest Rate
Hedge Provider named therein, including any schedules and confirmations
prepared and delivered in connection therewith, pursuant to which interest rate
swap transactions are documented which provide that (i) the Issuer will
receive payments from the Interest Rate Hedge Provider based on LIBOR,
(ii) the Issuer will make payments to the Interest Rate Hedge Provider
based on a fixed rate of interest and (iii) recourse by the Interest Rate
Hedge Provider to the Issuer is limited to the portion of the Available
Distribution Amount that is available for distribution to such Interest Rate
Hedge Provider pursuant to the distribution provisions of the Indenture.


 


Inventory:  Any “inventory,” as such term is defined in
Section 9-102(a)(48) of the UCC.


 


Investment:  When used in connection with any Person, any
investment by or of that Person, whether by means of purchase or other
acquisition of securities of any other Person or by means of loan, advance,
capital contribution, guaranty or other debt or equity participation or
interest, or otherwise, in any other Person, including any partnership and
joint venture interests of such Person in any other-Person. The amount of any
Investment shall be the original principal or capital amount thereof less all
returns of principal or equity thereon (and without adjustment by reason of the
financial condition of such other Person) and shall, if made by the transfer or
exchange of property other than cash, be deemed to have been made in an
original principal or capital amount equal to the fair market value of such
property.


 


Investment
Letter:  Has the
meaning set forth in Section 205(h) of the Indenture.


 


Investment
Property:  Has the
meaning set forth in Section 9-102(a)(49) of the UCC.


 


Issuer:  UCO Compression 2005 LLC, a limited liability
company organized under the laws of the State of Delaware, and its successors
and permitted assigns.


 


Issuer Swap
Default:  Has
the meaning set forth in the applicable Interest Rate Swap Agreement.


 


Legal Final
Maturity Date: 
With respect to any Series, the date specified in the related Supplement
on which the unpaid principal balance of, and accrued interest on, all of the
Notes of such Series will be due and payable.


 


Letter
Agreement: 
Either or both, to the extent that such agreements are in effect and as
the context may require, of (i) that certain letter agreement relating to
inspection rights, dated October 28, 2005, between UCI, in its individual
capacity and as Manager, Ambac and the other parties party thereto and
(ii) that certain letter agreement relating to inspection rights, dated
October 28, 2005, between UCI, in


 


26

















 


its individual
capacity and as Manager, Wachovia Capital and the other parties thereto, as
each may be amended, supplemented or otherwise modified from time to time in
accordance with the provisions thereof.


 


Letter of
Credit:  The
letter of credit or letters of credit provided by the Issuer for the benefit of
the Indenture Trustee pursuant to Section 314 of the Indenture.


 


Letter of
Credit Bank: 
The Person or Persons then providing the Letter of Credit.


 


Letter of
Credit Collateral Account:  Has the meaning set forth in Section 314(d)
of the Indenture.


 


Letter of
Credit Drawing: 
Has the meaning set forth in Section 314(b) of the Indenture.


 


Letter of
Credit Fees: 
Has the meaning set forth in the Reimbursement Agreement.


 


Letter of
Credit Permitted Draw: 
Has the meaning set forth in Section 314(b) of the Indenture.


 


Letter of
Credit Right: 
Any “letter-of-credit right,” as such term is defined in Section 9-
102(a)(51) of the UCC.


 


Liability
Insurance:  Has
the meaning set forth in Section 5.7(a) of the Management Agreement.


 


LIBOR:  The London Interbank Offered Rate.


 


Lien:  Any security interest, lien (statutory or
other), charge, pledge; equity, mortgage, hypothecation, assignment for
security or encumbrance of any kind or nature whatsoever.


 


Lien Claim:  Has the meaning set forth in Section 4.2 of
the Management Agreement.


 


Limited
Liability Company Agreement.  The limited liability company agreement of
UCO Compressor 2005 LLC, as such agreement shall be amended, supplemented or
modified from time to time in accordance with its term.


 


Lockbox:  A lockbox or post office box covered by a
Lockbox Agreement.


 


Lockbox
Account:  This
term has the meaning set forth in Section 1 of the Intercreditor Agreement.


 


Lockbox
Agreement:  This
term has the meaning set forth in Section 1 of the Intercreditor Agreement.


 


Loss,
Damage or Destruction:  This term shall have the meaning set forth in
Section 640 of the Indenture.


 


MA
Indemnified Party: 
Has the meaning set forth in Section 16.2 of the Management Agreement.


 


Maintenance
Payment Deficiency: 
This term shall have the meaning set forth in Section 313(c) of the
Indenture.


 


27

















 


Majority of
Holders:  With
respect to each Series of Notes, Noteholders representing more than fifty
percent (50%) (or such higher percentage as shall be set forth in the related
Supplement) of the then unpaid principal balance of all Notes of such Series.


 


Management
Agreement: 
Either or both, as the context may require, of (i) for so long as UCI is
the Manager, the Management Agreement, dated as of October 28, 2005, among
the Manager and the Issuer, as such agreement shall be amended, supplemented or
modified from time to time in accordance with its terms, and (ii) for all times
not covered by clause (i), any management agreement entered into between the
Issuer and the Replacement Manager.


 


Management
Fee:  For any
Payment Date, an amount equal to the sum of (i) the Operations Fee,
(ii) the S&A Fee, (iii) the Overhaul Fee and (iv) charges for
Reimbursable Services, in each case to the extent then due and payable pursuant
to Section 11.1 of the Management Agreement, in each case to the extent that
such amount has not been previously withheld by, or otherwise paid to, the
Manager in accordance with the terms of the Related Document.


 


Management
Guaranty:  The
Guaranty, dated as of October 28, 2005, issued by UCH in respect of the
Management Agreement, as such agreement shall be amended, supplemented or
modified from time to time in accordance with its terms.


 


Management
Related Expenses: 
Any costs, expenses or fees paid or payable by the Issuer pursuant to
the Management Agreement (other than the indemnification amounts thereunder,
Excess Operations Expenses, Excess S&A Expenses, Operations Fee, the
S&A Fee, the Overhaul Fee, Incentive Management Fee and any amounts in
respect of Reimbursable Services), including, without limitation, costs,
expenses and fees incurred under Sections 5.7, 9.3, and 9.10 thereof and costs,
expenses and fees incurred under the last sentence of Section 5.8 thereof.


 


Management
Replacement Date: 
This term shall have the meaning set forth in the Back-up Management
Agreement.


 


Management
Term:  The term
of the management, marketing, maintenance and other obligations of Manager and
Issuer under the Management Agreement with respect to any Owner Compressor,
which term shall commence as of the Closing Date and continuing until
terminated as provided in the Management Agreement.


 


Manager:  The Person performing the duties of the
Manager under the Management Agreement; initially, UCI.


 


Manager
Advance:  Has
the meaning set forth in Section 8.1(a) of the Management Agreement.


 


Manager
Default:  The
occurrence and continuance beyond any applicable notice and cure period of any
of the events or conditions set forth in Section 12.1 of the Management
Agreement.


 


Manager
Malfeasance: 
Has the meaning set forth in Section 4.2 of the Management Agreement.


 


Manager
Report:  A
written informational statement in the form attached as Exhibit C to the
Management Agreement to be provided by the Manager in accordance with the
Management Agreement and furnished to the Indenture Trustee, the Deal Agent,
each Series Enhancer and each Interest Rate Hedge Provider.


 


Manager
Termination Date: 
The date on which a Manager Termination Notice is given.


 


28

















 


Manager
Termination Notice: 
A written notice setting forth with specificity the section of the
Management Agreement which was breached and resulted in a Manager Default, to
be provided to the Manager from the Indenture Trustee pursuant to Section
405(a) of the Indenture with a copy to each Rating Agency, each Series
Enhancer, the Deal Agent, each Interest Rate Hedge Provider and the Back-up
Manager.


 


Mandatory
Alteration:  Has
the meaning set forth in Section 5.9 of the Management Agreement.


 


Material
Adverse Change: 
Any set of circumstances or events (i) which is, or could
reasonably be expected to be, material and adverse to the business, financial
condition, operations or properties of the Contributor, UCH, the Issuer, the
Indenture Trustee or the Manager, individually or taken together as a whole, or
(ii) which has had, or could reasonably be expected to have, a material
and adverse effect on the ability of any Person described in clause (i) to
perform its respective obligations under the Related Documents, or a material
and adverse effect on enforceability or validity of any Related Document or
(iii) which has had, or could reasonably be expected to have, a material
and adverse effect on the rights and remedies of the Noteholders, any Series
Enhancer or the Indenture Trustee.


 


Maximum
Hedging Amount: 
Has the meaning set forth in Section 631 of the Indenture.


 


Maximum
Substitution Limit: 
As of any date of determination, an amount equal to the excess of
(i) the product of (x) ten percent and (y) the sum of the
Appraised Values of all Owner Compressors on such date, over (ii) the sum
of the Appraised Values of all Substitute Compressors (as such term is modified
below) and Deemed Substitute Compressors, in each case measured as of the last
day of the month immediately preceding the applicable Substitution Date,
transferred to Issuer on a cumulative basis for the period commencing on the
Closing Date to such date of determination.


 


The following Compressors shall
not be considered to be Deemed Substitute Compressors or Substitute Compressors
for the purpose of calculating the amount set forth in clause (ii) above, and
the Appraised Values of such Compressors shall be excluded from such
amount and shall not be considered a Deemed Substitution:


 


(1)           any
Additional Compressor sold to the Issuer pursuant to the provisions of Section
2.02(a)(ii) of the Contribution Agreement;


 


(2)           any
Eligible Compressor transferred to the Issuer pursuant to the provisions of
Section 3.04(a)(i)(A) of the Contribution Agreement;


 


(3)           any
Eligible Compressor transferred to the Issuer pursuant to the provisions of
Section 3.04(a) of the Contribution Agreement in connection with the mutual
maintenance and servicing provision set forth in Section 5.13 of the Management
Agreement; and


 


(4)           any
Owner Compressor transferred by the Issuer to the holder of its Membership
Interests in accordance with the provision of Section 648 of the Indenture.


 


In calculating the amount set
forth in clause (ii) above, the Appraised Values of the following Compressors
shall be included in such calculation:


 


(1)           any
Owner Compressor transferred to the Issuer in connection with a cure of a
breach of the covenant set forth in Sections 643, 645 or 647 of the Indenture;
and


 


29

















 


(2)           without
duplication of the amounts set forth in clause (1), any Eligible Compressor
transferred to the Issuer in connection with a Deemed Substitution.


 


Membership
Interests:  Has
the meaning set forth in Section 2.01 of the Contribution Agreement.


 


Minimum
Hedging Amount: 
Has the meaning set forth in Section 631 of the Indenture.


 


Minimum Principal Payment Amount:  On each Payment Date for each Series of
Notes, an amount equal to the excess of (i) the then unpaid principal balance
of such Series of Notes then Outstanding, over (ii) the Minimum Targeted
Principal Balance for such Series of Notes for such Payment Date.


 


Minimum Targeted Principal Balance:  For each Series of Notes for any Payment
Date, the amount identified as such in the related Supplement for such Payment
Date.


 


Money:  Any “money” as defined in the UCC.


 


Monthly
Operations Fee Rate: 
Has the meaning set forth in Section 11.3(a) of the Management Agreement.


 


Monthly
S&A Fee Rate: 
Six percent (6%), as such percentage may be adjusted from time to time
in accordance with the provisions of Section 11.2(b) of the Management
Agreement.


 


Monthly
Tape:  An
electronic data file containing the following information and any such other
information as may be mutually agreed by the Issuer, the Requisite Global
Majority and the Manager:  (i) User
name, address and telephone number, (ii) the Owner Compressor(s) contracted
to such User, (including the manufacturer thereof and the related horsepower),
(iii) the location of such Compressors, (iv) the monthly revenue for
each Owner Compressor and (v) the monthly expenses for each Owner
Compressor.


 


Monthly
Utilization Rate: 
For any calendar month a fraction (expressed as a percentage), the
numerator of which is equal to (x) the total number of horsepower of the
Owner Compressors and the Other UCI Compressors which are subject to a User
Contract and the denominator of which is equal to (y) the total number of
horsepower included in the Owner Compressors and the Other UCI Compressors as
of the last date of such calendar month.


 


Moody’s:  Moody’s Investors Services, Inc. and any
successor.


 


Net Book
Value:  With
respect to an Owner Compressor, the net book value thereof determined in
accordance with GAAP as reflected on the books and records of the applicable
Person.


 


Net
Compressor Sales Proceeds:  With respect to each Owner Compressor sold
by, or on behalf of, the Issuer in accordance with the terms of the Related
Documents, the net amount of the cash proceeds of sale of such Owner
Compressor, after deducting from the gross cash proceeds of such sale
(i) all sales taxes and other Taxes as may be applicable to the sale or
transfer of such Owner Compressor, (ii) all out of pocket fees, costs and
expenses of such sale reasonably incurred by the Issuer in the case of a sale
after the Legal Final Maturity Date, (iii) all discounts, offsets, credits or
deductions from such proceeds, and (iv) any other amounts for which, if
not paid, Issuer would be liable as a result of such sale or which, if not
paid, would constitute a Lien on such Owner Compressor.


 


30

















 


Net Revenue:  For any Collection Period, an amount equal
to:


 


(1)           the
sum of:


 


(D)          the
Gross Compressor Contract Revenues for such Collection Period, plus


 


(E)           the
amount of Manager Advances actually funded by the Manager on the related
Determination Date immediately following the expiration of such Collection
Period,


 


minus


 


(2)           the
sum of:


 


(F)           the
Operation Fee and S&A Fee payable on the immediately succeeding Payment
Date with respect to such Collection Period, plus


 


(G)           all
contract payments that were received in such Collection Period from Ineligible
Compressors that have been classified as Ineligible Compressors for more than
120 days after the date that is the earlier of the date the Manager obtains
actual knowledge that an Owner Compressor has become an Ineligible Compressor
or the date of required delivery of the first Manager Report that does or
should have shown such Owner Compressor to be an Ineligible Compressor, plus


 


(H)          all
contract payments that were derived in such Collection Period from Eligible
Compressors that have been subject to Ineligible Contracts for more than 120
days after the date that is the earlier of the date the Manager obtains actual
knowledge that such Eligible Compressor has become subject to an Ineligible
Contract or the date of required delivery of the first Manager Report that does
or should have shown such Eligible Compressor to be subject to an Ineligible
Contract.


 


Net Revenue
Event:  The
condition that will exist on any Payment Date occurring more than three (3)
months after the Closing Date if X is less than Y, where


 


X   =        the
product of (i) twelve and (ii) the Three Month Average Collected Net
Revenue (as defined below); and


 


Y   =        the
product of (i) two, (ii) the Three Month Weighted Average Hedged Rate
(as defined below) and (iii) the average Aggregate Note Principal Balance
for each of the three (3) immediately preceding Collection Periods.


 


In making the
foregoing calculations, the following terms shall have these meanings:


 


“Three
Month Average Collected Net Revenue” means, as of any
Determination Date occurring more than three months after the Closing Date, the
quotient of (x) the sum, for each of the three immediately preceding
Collection Periods, of the excess of (i) the Net Revenue for such
Collection Period (and any Net Revenue associated with any new Owner Compressor
or Substitute Compressors billed prior to the Payment Date for such three month
period), over (ii) for any Determination Date occurring more


 


31

















 


than six (6)
months after the Closing Date, the amount of Manager Advances actually funded
by the Manager on the related Determination Date for such Collection Period,
divided by (y) three (3).


 


“Three
Month Weighted Average Hedged Rate” means, as of any
Determination Date occurring more than three months after the Closing Date, the
sum for each of the three immediately preceding Collection Periods, of an
amount equal to the product of (x) the Average Hedged Rate as of the last
day of such Collection Period and (y) a fraction, the numerator of which
is equal to average Aggregate Note Principal Balance for such Collection
Period, and the denominator of which is the sum of average Aggregate Note
Principal Balance for each of the three immediately preceding Collection
Periods.


 


Once a Net Revenue Event occurs, such Net
Revenue Event will continue until the earlier to occur of (x) the date on
which such Net Revenue Event is waived by the Requisite Global Majority and (y)
subject to any restrictions or limitations set forth in the Related Documents,
the date on which a subsequent or revised Manager Report indicates that such
condition is no longer continuing.


 


Net Revenue
Limit:  As of
any date of determination, an amount equal to the product of (x) thirty-seven
and one-half percent (37.5%), and (y) a fraction, the numerator of which is the
excess of (1) annualized Net Revenue for the immediately preceding Collection
Period over (2) annualized Excluded Net Revenues for the immediately preceding
Collection Period, and the denominator of which is the Average Hedged Rate then
in effect.


 


Note Owners:  With respect to a Global Note, the Person who
is the owner of such Global Note, as reflected on the books of (i) the
Depositary (a direct participant) or (ii) a Person maintaining an account
with the Depositary (an indirect participant), in each case in accordance with
the rules of the Depositary.


 


Note
Partial Termination Amount:  With respect to any Payment Date, the amount
of any early termination or other unpaid amounts (excluding taxes, indemnities
and similar amounts), and any interest accrued thereon, payable to one or more
Interest Rate Hedge Providers as consequence of terminating (in whole or in
part) one or more transactions under Interest Rate Swap Agreements such that,
after giving effect to the termination of such Interest Rate Swap Agreements
(including any payments of principal on such Payment Date) the aggregate
notional amounts of all transactions under Interest Rate Swap Agreements
remaining in effect shall not exceed the Maximum Hedging Amount.


 


Note
Purchase Agreement: 
With respect to any Series of Notes, any underwriting agreement or note
purchase agreement for the Notes of such Series.


 


Note
Register:  The
register maintained by the Indenture Trustee pursuant to Section 205 of the
Indenture.


 


Note
Registrar:  Has
the meaning as set forth in Section 205 of the Indenture.


 


Noteholder
or Holder:  The
person in whose name a Note is registered in the Note Register.


 


Notes:  Any one of the promissory notes executed by
the Issuer and authenticated by or on behalf of the Indenture Trustee,
substantially in the form attached to the related Supplement.


 


Notice:  Has the meaning set forth in the related
Policy.


 


Notice of
Sole Control: 
An Exhibit to the Control Agreement.


 


32

















 


Officer’s
Certificate:  A
certificate signed by a duly authorized officer of the Person who is required
to sign such certificate.


 


Old Lessee:  UCO Compression 2002 LLC, a Delaware limited
liability company.


 


Old Lessor:  BRL Universal Compression Funding I 2002,
L.P., a Delaware limited partnership.


 


Old Lessor
Bill of Sale: 
The Bill of Sale, dated as of October 28, 2005, with respect to the
Compressors conveyed by Old Lessor to the Issuer and any related warranty of
title from UCI.


 


Operations
Fee:  For any
Payment Date one of the following amounts:


 


(1)           if
UCI or any Affiliate thereof is then fulfilling the role of the Manager, an
amount equal to the then applicable UCI Operations Fee; provided, however, that to the extent that
any adjustment to the UCI Operations Fee pursuant to Section 11.3(b) of the
Management Agreement results in an increase in the UCI Operations Fee in excess
of the increase in the Producer Price Index for the one-year period ending on
the date of such adjustment (plus two percent (2%) while no Trigger Event is
continuing and zero at all other times), then the Operations Fee shall be
capped at an amount equal to such UCI Operations Fee as increased by the
increase in the Producer Price Index (plus two percent (2%) while no Trigger
Event is continuing and zero at all other times), and the amount by which the
UCI Operations Fee exceeds such increase in the Producer Price Index (plus two
percent (2%) while no Trigger Event is continuing and zero at all other times)
shall be paid as “Excess Operations Expense”; or


 


(2)           at
all times not covered by clause (1), the actual operating fees actually
incurred by a successor Manager in the Collection Period immediately preceding
such Payment Date with respect to the Owner Compressors (including any
Impositions of the type described in the first sentence of Section 5.8 of the
Management Agreement, to the extent such Impositions are not Excluded
Payments); provided, however,
that to the extent that the amount set forth in this paragraph (2) exceeds an
amount equal to one hundred seventeen percent (117%) of the amount that would
have otherwise been payable pursuant to paragraph (1), then the amount of such
excess shall be paid as “Excess Operations Expense”, in each case to the extent
that all or a portion of such amount has not been previously withheld by the
Manager in accordance with the terms of the Related Document.


 


For all Owner Compressors that,
to the best knowledge of the Manager, are then subject to a continuing Casualty
Loss, the Operations Fee shall be equal to zero.


 


Operations
Fee Rate:  For
each Owner Compressor managed by the Manager for any calendar month the amount
set forth in the following table (as such amounts may be adjusted from time to
time in accordance with Section 11.3(b) of the Management Agreement) which will
vary depending on the horsepower represented by such Owner Compressor and
whether the Manager is required to provide the fluids for such Owner
Compressor:


 


33

















 




	
  Horsepower

  per Compressor

  	
   

  	
  Operations Fee

  per Month

  (including

  Compressor

  fluids when not

  paid by User)

  	
   

  	
  Operations Fee

  per Month

  (excluding

  Compressor

  fluids when

  paid by User)

  	
   

  
	
  61 to 99

  	
   

  	
  $

  	
  9.65

  	
   

  	
  $

  	
  8.40

  	
   

  
	
  100 to 299

  	
   

  	
  $

  	
  7.38

  	
   

  	
  $

  	
  6.33

  	
   

  
	
  300 to 599

  	
   

  	
  $

  	
  6.14

  	
   

  	
  $

  	
  5.26

  	
   

  
	
  600 to 999

  	
   

  	
  $

  	
  4.61

  	
   

  	
  $

  	
  3.91

  	
   

  
	
  1000 and
  over

  	
   

  	
  $

  	
  3.64

  	
   

  	
  $

  	
  3.05

  	
   

  






 


Opinion of
Counsel:  A
written opinion of counsel, who, unless otherwise specified, may be counsel
employed by the Issuer, the Contributor, the Old Lessor or the Manager, in each
case reasonably acceptable to the Person or Persons to whom such Opinion of
Counsel is to be delivered. The counsel rendering such opinion may rely
(i) as to factual matters on a certificate of a Person whose duties relate
to the matters being certified, and (ii) insofar as the opinion relates to
local law matters, upon opinions of local counsel.


 


Optional
Alteration: 
This term shall have the meaning set forth in Section 638 of the
Indenture.


 


Organizational
Documents:  With
respect to any Person, any certificate of incorporation, charter, by-laws,
memorandum of association, partnership agreement, limited liability company
agreement, certificate of formation of a limited liability company, certificate
of limited partnership, certificate of trust, trust agreement or other
agreement or instrument under which such Person is formed or organized, and
which established the legal personality of such Person under Applicable Law,
and any amendment to any of the foregoing.


 


Other Taxes:  Has the meaning set forth in Section 206(b)
of the Series 2005-2 Supplement dated as of the Closing Date by and between the
Issuer and the Indenture Trustee.


 


Other UCI
Compressors:  As
of any date of determination, all of the UCI Compressors other than the Owner
Compressors.


 


Outstanding:  When used with reference to the Notes and as
of any particular date, any Note theretofore and thereupon being authenticated
and delivered except:


 


(1)           any
Note canceled by the Indenture Trustee or proven to the satisfaction of the
Indenture Trustee to have been duly canceled by the Issuer at or before said
date;


 


(2)           any
Note, or portion thereof, called for payment or redemption for which monies
equal to the principal amount or redemption price thereof, as the case may be,
with interest to the date of maturity or redemption, shall have theretofore
been deposited with the Indenture Trustee (whether upon or prior to maturity or
the redemption date of such Note);


 


(3)           any
Note in lieu of or in substitution for which another Note shall subsequently
have been authenticated and delivered; and


 


(4)           for
voting purposes only, any Note held by the Issuer, the Contributor or any
Affiliate of any such Person.


 


34

















 


Notwithstanding the foregoing,
any Note on which any portion of principal or interest has been paid by a
Series Enhancer pursuant to an Enhancement Agreement shall be Outstanding until
the Series Enhancer has been reimbursed in full therefor in accordance with the
related Enhancement Agreement.


 


Outstanding
Obligations:  As
of any date of determination an amount equal to the sum of (i) the then
unpaid principal balance of, and all accrued and unpaid interest payable on,
all Notes, (ii) all other amounts (including Indemnity Amounts) owing to
Noteholders or to any other Person under the Related Documents, including
without limitation any amounts (including Reimbursement Amounts) owed to any
Series Enhancer under any Insurance Agreement, Policy or any other Related
Document, (iii) all amounts payable by the Issuer under the Reimbursement Agreement,
(iv) all amounts payable by the Issuer under any Interest Rate Swap
Agreement (including without limitation, all termination amounts and breakage
costs), (v) all amounts owing by the Issuer to all Series Enhancers pursuant to
the terms of each Enhancement Agreement or any other Related Document; and
(vi) any premium payable to any Holder with respect to any Series.


 


Overdue
Rate:  For any
Series of Notes, the interest rate per annum set forth in the Supplement.


 


Overhaul
Fee:  For any
Payment Date and with respect to any Owner Compressor that has undergone an
overhaul during the immediately preceding calendar month, the amount set forth
in Section 5.6(c) of the Management Agreement (to the extent that all or a
portion of such amount has not been previously withheld by the Manager in
accordance with the terms of the Related Documents).


 


Overhaul
Fee Release Conditions:  As of each date on which the Manager has
requested the release of funds from the Trust Account in accordance with the
provisions of Section 302(c) of the Indenture, the satisfaction on such date of
all of the following conditions:


 


(i)            all
Scheduled Principal Payment Amounts for all Series of Notes then Outstanding
were paid in full on the immediately preceding Payment Date;


 


(ii)           on
such date, the sum of (i) funds then on deposit in the Reserve Account
(calculated after giving effect to all deposits to, and withdrawals from, the
Reserve Account on such date), and (ii) the aggregate Available Drawing Amount
under all Eligible Letters of Credit on such date (calculated after giving
effect to all Letter of Credit Drawings to be made on such date) is not less
than the Required Reserved Amount for such date; and


 


(iii)          after
giving effect to such withdrawal, there will be sufficient funds remaining on
deposit in the Trust Account so that, on the immediately succeeding Payment
Date, all Letter of Credit Fees will be paid in full on such Payment Date after
giving effect to the priority of payments set forth in Section 302(d).


 


Owner
Compressors:  As
of any date, all Compressors owned by the Issuer as of such date (including,
without limitation, all Contributed Compressors).


 


Owner Lien
Claim Amount: 
Has the meaning set forth in Section 4.2 of the Management Agreement.


 


Ownership
Interests:  An
ownership interest in a Global Note.


 


Parent:  With respect to any Person, any corporation,
association, partnership, limited liability company, joint venture or other
business entity which owns or controls, directly or indirectly, more than fifty
percent (50%) of the voting stock or other voting equity interests in such
Person.


 


35

















 


Payment
Date:  With
respect to any Series, the twentieth (20th) day of each calendar month (or if
such day is not a Business Day, the next succeeding Business Day) commencing on
November 20, 2005.


 


Payment
Intangibles: 
Any “payment intangibles,” as such term in defined in Section
9-102(a)(61) of the UCC.


 


Permissible
Accidental Foreign Compressors:  Any Owner Compressor that has been relocated
to either Canada or Mexico for less than five (5) Business Days after the date
on which a Responsible Officer of the Issuer or the Manager obtains knowledge
of such condition; provided, however,
that in no event shall the sum of the then Depreciated Values of all
Permissible Accidental Foreign Compressors exceed (rounded, if not an integer,
upwards to the nearest integer) an amount equal to the product of (i) two
percent (2%), and (ii) the then Aggregate Depreciated Value.


 


Permitted
Affiliate Sale: 
Any sale of an Owner Compressor by the Issuer to a Universal Affiliate
that complies with the requirements of Section 645 of the Indenture.


 


Permitted
Below DV Compressors: 
As of any date of determination, any Owner Compressor that (i) is
then subject to a User Contract, (ii) such User Contract contains a
contractual purchase option in favor of such User, (iii) the Net
Compressor Sales Proceeds to be received by the Issuer upon any exercise of
such purchase option is less than the Depreciated Value of such Owner
Compressor as of the Payment Date immediately preceding the applicable date on
which such purchase is to be consummated and (iv) the Depreciated Value of
such Owner Compressor, in the aggregate with the Depreciated Values of all Permitted
Below DV Compressors, does not exceed the Aggregate Five Percent Limit.  For purposes of applying clause (iv), each
affected User Contract will be considered individually in chronological order
(i.e., oldest to most recent) based on the date of such User Contract.


 


Permitted
Encumbrance: 
With respect to the Collateral, any or all of the following:


 


(17)         Liens
for taxes, assessments or other governmental charges or levies not yet due or
which are being contested in good faith by appropriate action and for which
adequate reserves have been maintained;


 


(18)         with
respect to the Owner Compressors, carriers’, warehousemen’s, mechanics’,
suppliers’, vendors’, workmen’s, repairmen’s, employees’, or other like Liens
arising in the ordinary course of business for amounts not yet due or which are
being contested in good faith by appropriate Proceedings;


 


(19)         any
Lien created by any Related Document;


 


(20)         with
respect to the Owner Compressors, User Contracts with respect thereto entered
into in the ordinary course of business;


 


(21)         with
respect to Owner Compressors, the rights of others under any User Contracts
expressly permitted by the terms of the Indenture; and


 


(22)         pre-judgment
Liens for claims against the Issuer or any User permitted under the Indenture
which are contested in good faith and Liens arising out of judgments or awards
against the Issuer or any permitted User with respect to which an appeal or
proceeding for review is being prosecuted in good faith and to which a stay of
execution has been obtained pending such appeal or review.


 


36

















 


provided
that any Proceedings of the type described in clauses (1) and (2) above:  (A) could not be reasonably expected to
subject the Issuer, the Indenture Trustee, any Series Enhancer or any
Noteholder to any civil or criminal penalty or liability, (B) do not
involve a material danger of the sale, forfeiture, loss of the Collateral, and
(C) for the payment of such Liens adequate reserves are provided by the
Manager in accordance with its general practice, if any.


 


Permitted
Payment Date Withdrawals:  This term shall have the meaning set forth in
Section 313(c) of the Indenture.


 


Person:  An individual, a partnership, a limited
liability company, a corporation, a joint venture, an unincorporated
association, a joint-stock company, a trust, or other entity or a Governmental
Authority.


 


Plan:  An “employee benefit plan,” as defined in
Section 3(3) of ERISA or a “Plan” within the meaning of Section 4975(e)(1) of
the Code.


 


Policy:  With respect to the Series 2005-1 Notes,
financial guaranty insurance policy number AB0934BE issued by Ambac; with
respect to the Series 2005-2 Notes, financial guaranty insurance policy number
AB0935BE issued by Ambac; and with respect to any additional Series of Notes,
the financial guaranty insurance policy (if any) designated in the related
Supplement.


 


Predecessor
Compressor:  Has
the meaning set forth in Section 3.04 of the Contribution Agreement.


 


Preference
Amount:  With
respect to any Series of Notes, the meaning given to this term in the related
Policy.


 


Premium:  With respect to the
Series 2005-1 Notes and the Series 2005-2 Note, an amount equal to the sum of
the Used Premium, Unused Premium and any Prepayment Premium as defined in and
payable pursuant to the Premium Letter, and, with respect to any other Series
of Notes, the amount identified as such in related Supplement.


 


Premium
Letter:  The
letter agreement between Ambac and the Issuer, dated as of October 28,
2005, regarding certain fees to be paid in connection with the Policies to be
issued with respect to the Series 2005-1 Notes and the Series 2005-2 Notes.


 


Prepayments:  Any mandatory or optional prepayment of
principal of any Series of Notes prior to the Legal Final Maturity Date of such
Series of Notes including, without limitation, any prepayment pursuant to
Section 702 of the Indenture.


 


Principal
Terms:  With
respect to any Series, (i) the name or designation of such Series; (ii) the
initial principal amount of the Notes to be issued for such Series (or method
for calculating such amount); (iii) the interest rate (including the Applicable
Debt Margin) and any commitment fee to be paid with respect to such Series (or
method for the determination thereof); (iv) the Payment Date and the date or
dates from which interest shall accrue and principal shall be paid; (v) the
designation of any Series Accounts and the terms governing the operation of any
such Series Accounts; (vi) the terms of the Series Enhancement with respect
thereto and the related Premium; (vii) the Expected Final Payment Date and the
Legal Final Maturity Date for the Series; (viii) the subordination of any
future Series to the existing Series; (x) the Control Party with respect to
such Series; (xi) the designation of such Series as either Warehouse Notes or
Term Notes and (xi) any other terms of such Series.


 


37

















 


Proceeding:  Any suit in equity, action at law, or other
judicial or administrative proceeding.


 


Proceeds:  “Proceeds,” as such term is defined in
Section 9-102(a)(64) of the UCC.


 


Prohibited
Below DV Compressor: 
As of any date of determination, any Owner Compressor that (i) is
then subject to a User Contract, (ii) such User Contract contains a
contractual purchase option in favor of such User, (iii) the Net
Compressor Sales Proceeds to be received by the Issuer upon any exercise of
such purchase option is less than the Depreciated Value of such Owner
Compressor as of the Payment Date immediately preceding such exercise date, and
(iv) such Owner Compressor is not a Permitted Below DV Compressor.


 


Property
Insurance:  Has
the meaning set forth in Section 5.7 of the Management Agreement.


 


Prospective
Owner:  Has the
meaning set forth in Section 208 of the Indenture.


 


Prospective
Trigger Event: 
The existence of any event or condition which, with the giving of notice
or the passage of time or both, would constitute a Trigger Event.


 


Public
Global Notes:  A
Book Entry Note evidencing all or part of an issuance of Notes registered under
the Securities Act and to which the provisions of Article II of the Indenture
shall apply.


 


Purchase
Account:  The
account established by and held in the name of the Indenture Trustee for the
benefit of the Noteholders, each Interest Rate Hedge Provider, each Letter of
Credit Bank and each Series Enhancer pursuant to Section 315 of the Indenture.


 


Purchase
Criteria:  With
respect to each purchase of a Compressor(s) by the Issuer with the proceeds of
funds on deposit in the Purchase Account, all of the following:


 


(1)           the
Issuer and the Manager determine in good faith that such purchase of such
Compressor(s) is in the best interests of the Issuer;


 


(2)           such
purchase price of the Compressor(s) being purchased does not exceed the then
fair market value of the Compressor(s) purchased and reflects an Appraised
Value;


 


(3)           the
Additional Compressor Criteria is satisfied with respect to such Compressor(s);


 


(4)           the
Minimum Targeted Principal Balance and Scheduled Targeted Principal Balance for
all Series of Notes shall have been adjusted by the Targeted Adjustment Amount
in accordance with the terms of the Indenture;


 


(5)           no
Prospective Trigger Event or Trigger Event exists immediately prior to, or
following, such purchase; and


 


(6)           if
the Appraised Value for such Compressor(s) is not permitted (pursuant to the
definition of “Appraised Value”) to be determined by reference to the Net Book
Value thereof, then the Issuer shall have received three (3) Appraisals with
respect thereto, which Appraisals shall be dated not more than ninety (90) days
prior to the Contribution Date or Substitution Date (as applicable) for such
Compressor(s).


 


38

















 


Purchase
Date:  Each day
on which the Issuer acquires an Additional Compressor with the proceeds of
funds on deposit in the Purchase Account.


 


Qualified
Institutional Buyer: 
Has the meaning as defined in Rule 144A of the Securities Act.


 


Rated
Institutional Noteholder:  An institutional Noteholder whose long term
unsecured debt obligations are then rated “BBB-” or better by S&P and “Baa3”
or better by Moody’s.


 


Rating
Agency Condition: 
With respect to any action to be taken or proposed action to be taken,
shall mean that each Rating Agency shall have notified the Issuer, the Manager,
each related Series Enhancer and the Indenture Trustee in writing that such
action will not result in a reduction or withdrawal of any rating at issuance
of any Notes which are Outstanding with respect to which it is a Rating Agency,
including any underlying rating issued to a Series Enhancer of such Notes as if
such Notes were issued without the benefit of any credit enhancement provided
by such Series Enhancer.


 


Rating
Agency or Rating Agencies:  With respect to any outstanding Series or
Class of Notes, each statistical rating agency selected by the Issuer with the
approval of any Series Enhancer for such Series to rate such Series or Class
and that has an outstanding rating with respect to such Series or Class.


 


Record Date:  With respect to any Payment Date, the last
Business Day of the month preceding the month in which the related Payment Date
occurs, except as otherwise provided with respect to a Series in the related
Supplement. For Notes issued in book entry form, the last Business Day preceding
the Payment Date.


 


Records:  All contracts and other documents, books,
records and other information (including without limitation, computer programs,
tapes, disks, punch cards, data processing software and related property and
rights) maintained with respect to any Compressor and/or any related Compressor
Related Assets which the transferor of such Compressor has itself generated and
in which the Issuer has acquired an interest pursuant to the Related Documents.


 


Reimbursable
Services:  Has
the meaning set forth in Section 11.5 of the Management Agreement.


 


Reimbursement
Agreement:  The
Reimbursement Agreement, dated as of October 28, 2005, among the Issuer
and Wachovia Bank, National Association, as such agreement shall be amended,
supplemented or modified from time to time in accordance with its terms.


 


Reimbursement
Amount:  Has the
meaning set forth in the Policies.


 


Related
Contributed Assets: 
With respect to any Compressor to be contributed to, substituted for, or
acquired by, as the case may be, the Issuer pursuant to the terms of the
Contribution Agreement, all Compressor Related Assets with respect to such
Compressor.


 


Related
Documents:  Any
and all of the Indenture, the Supplement, the Series Notes, the Management
Agreement, the Management Guaranty, the Back-up Management Agreement, the
Contribution Agreement, the Bill(s) of Sale, all Note Purchase Agreements, all
Letters of Credit, all Reimbursement Agreements, the Application (as defined in
the Reimbursement Agreement), all Interest Rate Swap Agreements, each
Enhancement Agreement, the Control Agreement, the Premium Letter, the
Intercreditor Agreement, each Letter Agreement and any and all other
agreements, documents and instruments executed and delivered by or on behalf or
in support of the Issuer with respect to the issuance


 


39

















 


and sale of
the Series Notes, as any of the foregoing may from time to time be amended,
modified, supplemented or renewed.


 


Related
Sold Assets: 
With respect to any Sold Compressor to be sold by the Old Lessor to the
Issuer pursuant to the Old Lessor Bill of Sale, all Compressor Related Assets
with respect to such Sold Compressor.


 


Replacement
Manager:  Any
Person appointed to replace the Manager as manager of the Owner Compressors
pursuant to the provisions of Section 12.2 of the Management Agreement.


 


Required
Alteration: 
This term shall have the meaning set forth in Section 638 of the
Indenture.


 


Required
Reserve Amount: 
As of any Payment Date, an amount equal to the lesser of:


 


(A)          the
then Aggregate Note Principal Balance, calculated after giving effect to all
advances made and principal payments actually paid on such Payment Date; and


 


(B)           an
amount equal to the sum of (x) the product of (i) eight (8),
(ii) one-twelfth (1/12), (iii) the Average Hedged Rate, and
(iv) the then Aggregate Note Principal Balance (which principal balance
shall be calculated after giving effect to all advances made and principal
payments paid on such Payment Date); and (y) product of (i) eight-tenths
of one percent (0.80%) per annum and (ii) the then Aggregate Depreciated
Value.


 


Requisite
Global Majority: 
This term shall have the meaning set forth in Section 209 of the
Indenture.


 


Reserve
Account:  The
account established pursuant to Section 313 of the Indenture and held in the
name of the Indenture Trustee for the benefit of the Noteholders, each Letter
of Credit Bank, each Interest Rate Hedge Provider and each Series Enhancer.


 


Responsible
Officer:  With
respect to any Person other than the Indenture Trustee, the chief executive
officer, the president, the chief financial officer, the senior vice president,
the executive vice president, the chief operating officer, the treasurer, or
the vice president for financial services or legal affairs of such Person, and
with respect to the Indenture Trustee, an officer in the Corporate Trust
Services Department of Wells Fargo Bank, National Association with
responsibility for this transaction.


 


Rule 144A:  Rule 144A under the Securities Act, as such
Rule may be amended from time to time.


 


Rule 144A
Global Notes:  A
Note evidencing all or a part of an issuance of the Notes, registered in the
name of the Depositary or its nominee, and delivered to the Depositary pursuant
to the Depositary’s instruction, in accordance with Section 202 of the
Indenture and bearing the legend prescribed in Section 202 of the Indenture.


 


Run-time
Credit Ratio:  A
fraction (expressed as a percentage) the numerator of which is equal to the
aggregate run-time credits issued by the Manager to Users of the Owner
Compressors during the three (3) immediately preceding calendar months and the
denominator of which is the rentals which were actually billed by the Manager
with respect to the Owner Compressors subject to a User Contract during the
three (3) immediately preceding calendar months.


 


40

















 


S&A Fee:  For any Payment Date the S&A Fee then due
and payable pursuant to Section 11.1 of the Management Agreement, in each case
to the extent that all or a portion of such amount has not been previously
withheld by or otherwise paid to the Manager in accordance with the terms of
the Related Document, calculated as follows:


 


(1)                 if
UCI or any Affiliate thereof is then fulfilling the role of the Manager, the
S&A Fee shall be an amount equal to the then applicable UCI S&A Fee; provided, however, that to the extent that
any adjustment to the UCI S&A Fee pursuant to Section 11.2(c) of the
Management Agreement results in an increase in the UCI S&A Fee in excess of
the increase in the Producer Price Index for the one year period ending on the
date of such adjustment (plus two percent (2%) while no Trigger Event is
continuing and zero at all other times), then the S&A Fee shall be capped
at an amount equal to such UCI S&A Fee as increased by the increase in the
Producer Price Index (plus two percent (2%) while no Trigger Event is
continuing and zero at all other times) and the amount by which the UCI S&A
Fee exceeds such increase in the increase in Producer Price Index (plus two
percent (2%) while no Trigger Event is continuing and zero at all other times)
shall be classified and paid as the “Excess S&A Fee”; or


 


(2)                 if
UCI or any Affiliate thereof is not then fulfilling the role of the Manager the
actual selling and administrative fees actually incurred by a successor Manager
in the Collection Period immediately preceding such Payment Date with respect
to the Owner Compressors; provided, however, that to the extent that the amount
set forth in this clause (ii) exceeds an amount equal to one hundred seventeen
percent (117%) of the amount that would have been payable pursuant to clause
(1) above, then the amount of such excess shall be classified and paid as the “Excess
S&A Fee”.


 


S&P:  Standard & Poor’s Rating Services, a
division of The McGraw-Hill Companies, Inc. and any successor.


 


Sale:  Has the meaning set forth in Section 816 of
the Indenture.


 


Scheduled Principal Payment Amount:          On each Payment Date
for each Series of Notes, the amount equal to the excess, if any, of (i) the
then unpaid principal balance of such Series of Notes (after giving effect to
the payment of Minimum Principal Payment Amount for such Series of Notes), over
(ii) the Scheduled Targeted Principal Balance for such Series of Notes for such
Payment Date.


 


Scheduled Targeted Principal Balance:  For each Series of
Notes for each Payment Date, the amount identified as such in the related
Supplement for such Payment Date.


 


Secured
Obligations: 
This term has the meaning set forth in the granting clause of the
Indenture.


 


Securities
Account:  Has
the meaning set forth in Section 8-501(a) of the UCC.


 


Securities
Act:  The
Securities Act of 1933, as amended from time to time.


 


Securities
Entitlement: 
Has the meaning set forth in Section 8-102(17) of the UCC.


 


Securities
Intermediary: 
Has the meaning set forth in Section 8-102(a)(14) of the UCC.


 


Securitization
Collateral: 
This term has the meaning set forth in Section 1 of the Intercreditor
Agreement.


 


41

















 


Securitization
Collections: 
This term has the meaning set forth in Section 1 of the Intercreditor
Agreement.


 


Security:  Has the same meaning as in Section 2(1) of
the Securities Act of 1933, as amended.


 


Senior
Secured Credit Agreement:  The Senior Secured Credit Agreement, dated as
of January 14, 2005, among UCI, the agent bank, as administrative agent and the
other lenders named therein, as amended, modified, restated or supplemented.


 


Series:  Any series of Notes established pursuant to a
Supplement.


 


Series
2005-1 Notes: 
The Series of Notes issued by the Issuer on the Closing Date and
designated as such.


 


Series
2005-2 Notes: 
The Series of Notes issued by the Issuer on the Closing Date and
designated as such.


 


Series
Account:  Any
deposit, trust, escrow or similar account maintained for the benefit of the
Noteholders of any Series as specified in the related Supplement.


 


Series
Enhancement: 
The rights and benefits provided to the Noteholders of any Series
pursuant to any surety bond, financial guaranty insurance policy, insurance
agreement or other similar arrangement.


 


Series
Enhancer:  Any
of the following:  (i) with respect
to the Series 2005-1 Notes and Series 2005-2 Notes, Ambac Assurance Corporation
and its successors and permitted assigns, and (ii) with respect to any
other Series of Notes, any Person providing an Enhancement Agreement with
respect to such Series.


 


Series
Enhancer Commitment Fee:  With respect to a Series of Warehouse Notes,
this term shall have the meaning set forth in the Premium Letter for such
Series.


 


Series
Enhancer Default: 
With respect to any Series of Notes, this term shall have the meaning
set forth in the related Supplement.


 


Series
Issuance Date: 
With respect to any Series, the date on which the Notes of such Series
are originally issued in accordance with Section 1006 of the Indenture and the
related Supplement.


 


Series
Noteholders: 
With respect to any Series of Notes, the Person(s) reflected in the Note
Register as being a registered owner of a Note.


 


Series
Notes:  See Series.


 


Series
Supplement:  A
Supplement to the Indenture pursuant to which a Series of Notes is established.


 


Services
Standard:  A
level of care, diligence and skill consistent with generally accepted industry
standards; or if the Manager is UCI or a Universal Affiliate, the higher of
(i) the standard set forth above and (ii) the standards which UCI or
a Universal Affiliate employs with respect to Other UCI Compressors of similar
type, model or age.


 


42

















 


Sold
Compressor:  A
Compressor sold by the Old Lessor to the Issuer on the Closing Date.


 


State:  Any state of the United States of America
and, in addition, the District of Columbia.


 


Status
Report:  This
term has the meaning set forth in Section 3.3(c) of the Back-up Management
Agreement.


 


Subsidiary:  A subsidiary of a Person means any
corporation, association, partnership, limited liability company, joint venture
or other business entity of which more than fifty percent (50.0%) of the voting
stock or other equity interests (in the case of Persons other than
corporations) is owned or controlled directly or indirectly by such Person, or
one or more of the Subsidiaries of such Person, or a combination thereof.


 


Substitute
Compressor:  Has
the meaning set forth in Section 3.04 of the Contribution Agreement.


 


Substitution
Date:  Each day
on which a Substitute Compressor is substituted for a Predecessor Compressor in
accordance with the terms of the Contribution Agreement.


 


Supplement:  Any supplement to the Indenture executed in
accordance with Article X of the Indenture.


 


Supplemental Principal Payment Amount:  On any Payment Date is equal to one of the following amounts:
(i) prior to the occurrence and continuance of a Trigger Event, an amount equal
to the excess (if any) of the Aggregate Note Principal Balance (after giving
effect to the payment on such Payment Date of Minimum Principal Payment Amounts
and Scheduled Principal Payment Amounts for all Series of Notes, to the extent
actually paid (or available to be paid after giving effect to the payment of
all amounts senior pursuant to Section 302 of the Indenture)) over the Asset
Base, and (ii) after the occurrence and continuance of a Trigger Event (as
determined in accordance with the provisions of Section 702(b) of the
Indenture), an amount equal to the remaining Available Distribution Amount
available on that Payment Date after paying amounts senior pursuant to Section
302 of the Indenture.


 


Supporting
Obligations: 
Any “supporting obligations,” as such term in defined in Section
9-102(a)(77) of the UCC.


 


Systems
Data:  This term
has the meaning set forth in Section 2.2(b) of the Back-up Management
Agreement.


 


Targeted
Adjustment Amount: 
For any specified Collection Period,
is equal to the excess of (X) the product of (i) the Advance Rate,
and (ii) the excess of (a) the sum of the Depreciated Values of all
Owner Compressors that were released from the Lien of the Indenture during the
immediately preceding Collection Period as the result of a Casualty Loss,
condemnation, transfer, sale, substitution or other exchange permitted pursuant
to the terms of the Related Documents other than a distribution permitted under
Section 648 of the Indenture, over (b) the sum of (i) the Depreciated
Values of all Owner Compressors that became subject to the Lien of the
Indenture during the immediately preceding Collection Period as the result of a
purchase, contribution, substitution or other exchange permitted pursuant to
the terms of the Related Documents and (ii) the change (positive or negative)
in amounts on deposit in the Purchase Account on the last day of the
immediately preceding Collection Period (as compared to the last day of the
Collection Period preceding such Collection Period) over (Y) the aggregate
unpaid principal balance on the last day of the immediately preceding
Collection Period of all Warehouse Notes for which no Commitment Termination
Date has occurred; provided, however, that the Targeted Adjustment Amount shall not be
less than zero (0).


 


43

















 


Tax and Taxes:  Any and all
present and future fees (including license, documentation and registration
fees), taxes (including income, gross receipt, sales, rental, use, turnover,
value added, property (tangible and intangible), excise and stamp taxes), Other
Taxes, licenses, levies, imposts, duties, recording charges or fees, charges,
assessments and withholdings of any nature whatsoever, together with any and
all assessments, penalties, fines, additions thereto and interest thereon, in
each case imposed by any Governmental Authority or other taxing authority
(other than those arising out of the applicable Indemnitee’s negligence).


 


Term Note:  Any Note that pays principal and interest on
each Payment Date from and after its Series Issuance Date.


 


Top Users:  The top Users of Eligible Compressors based
on the sum of the Depreciated Values (measured as of a Concentration
Measurement Date) of the Eligible Compressors contracted to such Users.


 


Transaction
Accounts:  The
Trust Account, Reserve Account, the Purchase Account, the Letter of Credit
Collateral Account, each Series Account and each ABS Lockbox Account,
collectively.


 


Transition
Plan:  This term
has the meaning set forth in Section 2.2(a) of the Back-up Management
Agreement.


 


Trigger
Event:  The
occurrence and continuance beyond any applicable grace or cure period of any of
the following events or conditions: (i) a Manager Default, (ii) an
Event of Default, (iii) an Undercollateralization Event, (iv) a Net
Revenue Event, or (v) the Issuer’s failure to comply with the Hedging
Requirements within thirty (30) days from the Closing Date (such failure is not
subject to any grace or cure period).  A
Trigger Event shall be deemed to have commenced once declared in accordance
with the provisions of Section 819 of the Indenture.


 


Trust
Account:  The
account established by and held in the name of the Indenture Trustee for the
benefit of the Noteholders, each Interest Rate Hedge Provider, each Letter of
Credit Bank and each Series Enhancer pursuant to Section 302 of the Indenture.


 


UCC:  The Uniform Commercial Code as the same may,
from time to time, be in effect in the State of New York; provided, however, in
the event that, by reason of mandatory provisions of law, any or all of the
attachment, perfection or priority of the Indenture Trustee’s security interest
in any Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of New York, the term “UCC” shall mean the
Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions hereof relating to such attachment,
perfection of priority and for purposes of definitions related to such
provisions.


 


UCC
Contracts:  All
contracts, undertakings, franchise agreements or other agreements (other than
rights evidenced by Chattel Paper, Documents or Instruments), arising out of or
in any way related to the Owner Compressors or the Notes, in or under which the
Issuer may now or hereafter have any right, title or interest, including,
without limitation, the Management Agreement, the Contribution Agreement, the
Bills of Sale, any Interest Rate Swap Agreements and any related agreements,
security interests or UCC or other financing statements and, with respect to an
Account, any agreement relating to the terms of payment or the terms of
performance thereof.


 


UCH:  Universal Compression Holdings, Inc., a
Delaware corporation, and its successors and permitted assigns.


 


44

















 


UCI:  Universal Compression, Inc., a Texas
corporation, and its successors and permitted assigns.


 


UCI
Compressors:  As
of any date of determination, all Compressors that are a part of the Domestic
Contract Compression Business of UCI and its Subsidiaries.


 


UCI Event:  The occurrence of any of the following
events:


 


(1)           any
of UCI, UCH or any other Universal Affiliate shall commence a voluntary case or
other proceeding seeking liquidation, reorganization or other relief with
respect to itself or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in any involuntary
case or other Proceeding commenced against it, or shall make a general
assignment for the benefit of creditors, or shall take any Business Entity
action to authorize any of the foregoing;


 


(2)           an
involuntary case or other Proceeding shall be commenced against any of UCI, UCH
or any other Universal Affiliate seeking liquidation, reorganization or other
relief with respect to it or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other Proceeding
shall remain undismissed and unstayed for a period of 60 days; or an order for
relief shall be entered against any of UCI, UGH or any other Universal
Affiliate under the federal bankruptcy laws as now or hereafter in effect;


 


(3)           any
of UCI, UCH or any other Universal Affiliate shall fail generally to pay its
debts as they become due;


 


(4)           any
of UCI, UCH or any other Universal Affiliate shall admit its inability to pay
its debts as and when they fall due or becomes or is deemed to be unable to pay
its debts or insolvent, or convenes a meeting for the purpose of proposing;- or
otherwise proposes or enters into, any composition or arrangement with its
creditors or any group or class thereof, or anything analogous to, or having a substantially
similar effect to, any of the events specified in this paragraph or in
paragraph (i) or (ii) above occurs in any jurisdiction; and


 


(5)           any
action, suit or Proceeding shall be commenced against any of UCI, UCH, any
other Universal Affiliate or any entity party to the Intercreditor Agreement
seeking relief of any nature whatsoever from or with respect to the
transactions contemplated by, the Intercreditor Agreement or which in any
manner draws into question the validity of the Intercreditor Agreement and such
action, suit or Proceeding shall remain undismissed and unstayed for a period
of 60 days; or an order for relief shall be entered against any of UCI, UCH,
any other Universal Affiliate or any entity party to the Intercreditor
Agreement under any Applicable Law as now or hereafter in effect.


 


UCI Managed
Compressors:  As
of any date of determination, all Compressors managed by UCI on behalf of third
parties in the United States of America.


 


UCI
Operations Fee: 
Has the meaning set forth in Section 11.3(a) of the Management
Agreement.


 


45

















 


UCI S&A
Fee:  Has the
meaning set forth in Section 11.2(a) of the Management Agreement.


 


United
States: The United States of America.


 


UCMC:  Universal Compression Member 2005 Corp., a
Delaware corporation, and its successors and permitted assigns.


 


Undercollateralization
Event:  The
condition that will exist on any Payment Date if (x) the Aggregate Note
Principal Balance as of such Payment Date (measured after giving effect to any
advances and/or principal payments to be made on the Notes on such Payment Date
and sale and contribution of Eligible Compressors on or prior to such Payment
Date), exceeds (y) the sum of (i) the Debt Limit as of such Payment
Date (measured after giving effect to acquisitions and dispositions of Owner
Compressors to be made on or prior to such Payment Date) and (ii) the
product of (A) the sum of the Excess Customer Concentration Amount and the
Excess H/P Concentration Amount, in each case measured as of such Payment Date,
and (B) the Advance Rate.


 


Once an Undercollateralization
Event occurs, such Undercollateralization Event shall continue until the
earlier to occur of (i) the date on which such Undercollateralization
Event is waived by the Requisite Global Majority and (ii) subject to the
limitations and restrictions set forth in the Related Documents, the date on
which a subsequent or revised Manager Report indicates that such condition is
no longer continuing.


 


Universal
Affiliate:  Any
one or more of UCI, UCMC, the Contributor, UCH or any Affiliate of any of the
foregoing.


 


US $ or US
Dollars:  The
lawful currency of the United States of America.


 


User:  Any Person who contracts for the service of
an Owner Compressor from the Issuer or the Manager, acting on behalf of the
Issuer.


 


User
Contract:  Any
Contract of one or more Owner Compressors entered into between the Issuer (or
the Manager acting on behalf of the Issuer) and a User.


 


Wachovia
Bank:  Wachovia
Bank, National Association, a national association, and its successors and
permitted assigns.


 


Wachovia
Capital: 
Wachovia Capital Markets, LLC, a Delaware limited liability company, and
its permitted successors and assigns.


 


Warehouse
Notes:  Any
Series of Notes that by its terms has a revolving period during which periodic
payments of principal on such Series of Notes are not scheduled to be paid.


 


Warranty
Purchase Amount: 
With respect to any Contributed Compressor, the Appraised Value of such
Contributed Compressor as of the Contribution Date.


 


Warranty
Repurchase Compressor: 
Any Owner Compressor that is required to be repurchased in accordance
with the terms of the Contribution Agreement or the Management Agreement, as
the case may be.


 


Weighted
Average Age:  As
of any date of determination, an amount equal to the sum, for each Eligible
Compressor, of a fraction, the numerator of which is equal to the product of
(x) the number of


 


46

















 


years (or
portion thereof) elapsed from the date on which such Eligible Compressor was
originally built and (y) the number of horsepower in such Eligible Compressor,
and the denominator of which is equal to the total number of horsepower for all
Eligible Compressors; provided, however,
that for purposes of Section 3.04 of the Contribution Agreement, the Weighted
Average Age shall be determined solely on the basis of all Predecessor
Compressors or Substitute Compressors, as the case may be, actually transferred
on such Substitution Date in accordance with Section 3.04 of the Contribution
Agreement.


 


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