Exhibit 10.1


 


FIRST AMENDMENT TO


 


SENIOR SECURED CREDIT AGREEMENT


 


 


Dated as of September 22, 2005


 


 


Among


 


UNIVERSAL COMPRESSION, INC.,
as Co-US Borrower and Guarantor,


 


UNIVERSAL COMPRESSION HOLDINGS, INC.,
as Co-US Borrower and Guarantor,


 


UC CANADIAN PARTNERSHIP HOLDINGS COMPANY,
as Canadian Borrower,


 


WACHOVIA BANK, NATIONAL ASSOCIATION,
as US Administrative Agent,


 


CONGRESS FINANCIAL CORPORATION (CANADA),
as Canadian Administrative Agent,


 


JPMORGAN CHASE BANK, N.A.,
as Syndication Agent,


 


DEUTSCHE BANK SECURITIES INC., THE BANK OF
NOVA SCOTIA AND

THE ROYAL BANK OF SCOTLAND PLC

as Co-Documentation Agents


 


AND


 


THE LENDERS PARTY HERETO


 


Arranged by:


 


WACHOVIA CAPITAL MARKETS, LLC 
as Sole Lead Arranger and Sole Book Runner


 


$75,000,000 Senior Secured Additional Term B Loan


 





















 


EXECUTION COPY


 


THIS
FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT dated as
of September 22, 2005 (this “First Amendment”), is among:  UNIVERSAL COMPRESSION, INC., a corporation
formed under the laws of the State of Texas (a “US Borrower” and
sometimes referred to herein as “UCI”, and in its capacity as guarantor
of the Canadian Tranche Loans, a “Guarantor”); UNIVERSAL COMPRESSION
HOLDINGS, INC., a corporation formed under the laws of the State of Delaware (a
“US Borrower” and sometimes referred to herein as “Holdings”, and
in its capacity as guarantor of the Canadian Tranche Loans, a “Guarantor”,
together with UCI, the “US Borrowers”); UC CANADIAN PARTNERSHIP HOLDINGS
COMPANY, a Nova Scotia ULC (the “Canadian Borrower”); WACHOVIA BANK,
NATIONAL ASSOCIATION, individually and as US administrative agent for the
Lenders (herein, together with its successors in such capacity, the “US
Administrative Agent”); CONGRESS FINANCIAL CORPORATION (CANADA),
individually and as Canadian administrative agent for the Lenders (herein,
together with its successors in such capacity, the “Canadian Administrative
Agent”); WACHOVIA CAPITAL MARKETS, LLC (“Wachovia Securities” and
its successor in such capacity, the “Sole Lead Arranger” and “Sole
Book Runner”); and the lenders party to the Credit Agreement defined below
(the “Lenders”) pursuant to the authorization (in the form attached
hereto as Appendix I, the “Authorization”).  Capitalized terms used and not otherwise
defined herein are used as defined in the Credit Agreement (as defined below).


 


R E C I T A L
S


 


A.            On
January 14, 2005, the Borrowers, the Administrative Agents, and the
Lenders entered into that certain Senior Secured Credit Agreement (as amended,
modified or restated from time to time, the “Credit Agreement”).


 


B.            The
Borrowers have requested that the Administrative Agents and the Majority
Lenders amend certain provisions of the Credit Agreement to, among other
things, transfer $75,000,000 of the Aggregate Revolving Commitments under the Revolving
Credit Facility to the Term Loan B Facility.


 


C.            Subject
to satisfaction of the conditions set forth herein, the Administrative Agents
and the Majority Lenders are willing to amend the Credit Agreement and to such
other actions as provided herein;


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein contained and of
the loans, extensions of credit and commitments hereinafter referred to, the
parties hereto agree as follows:


 


ARTICLE 1

Amendments to the Credit Agreement


 


1.1           The
definitions of “Additional Term Loan Funding Date”, “Additional Term Loan
Lender”, “Additional Term Loans”, “CI Lender”, “Commitment Increase”, “Commitment
Increase Effective Date”, “Joinder Agreement”, “New Funds Amount”, “Notice of
Commitment Increase”, “Reducing Percentage Lender” and “Reduction Amount” are
hereby added in alphabetical order to Section 1.02 of the Credit Agreement
to read as follows:


 





















 


“‘Additional Term Loan Funding Date’ shall mean
October 3, 2005.”


 


“‘Additional Term Loan Lender’ shall mean any
Lender with an outstanding Additional Term Loan.”


 


“‘Additional Term Loans’ shall have the meaning
assigned such term in Section 2.01(a)(v).”


 


“‘CI Lender’ shall have the meaning assigned
such term in Section 2.03(f)(i).”


 


“‘Commitment Increase’ shall have the meaning
assigned such term in Section 2.03(f)(i).”


 


“‘Commitment Increase Effective Date’ shall
have the meaning assigned such term in Section 2.03(f)(ii).”


 


“‘Joinder Agreement’ shall have the meaning
assigned such term in Section 2.03(f)(i).”


 


“‘New Funds Amount’ shall have the meaning
assigned such term in Section 2.03(f)(iv).”


 


“‘Notice of Commitment Increase’ shall have the
meaning assigned such term in Section 2.03(f)(ii).”


 


“‘Reducing Percentage Lender’ shall have the
meaning assigned such term in Section 2.03(f)(iv).”


 


“‘Reduction Amount’ shall have the meaning
assigned such term in Section 2.03(f)(iv).”


 


1.2           The
last sentence of the definition of “Aggregate Revolving Commitments” in Section 1.02
of the Credit Agreement is hereby amended by deleting it in its entirety and
inserting the following in lieu thereof:


 


“As of the
Additional Term Loan Funding Date, the Aggregate Revolving Commitments are
$175,000,000.”


 


1.3           The
definition of “Aggregate US Tranche Commitments” in Section 1.02 of the
Credit Agreement is hereby amended by deleting it in its entirety and inserting
the following in lieu thereof:


 


“‘Aggregate
US Tranche Commitments’ at any time shall equal the sum of the US Tranche
Commitments of all US Tranche Revolving Lenders, as the same may be reduced
pursuant to Sections 2.03(b) and (c) or increased
pursuant to Section 2.03(f). 
As of the Additional Term Loan Funding Date, the Aggregate US Tranche
Commitments are $150,000,000.”


 


2





















 


1.4           Subsection (a) of
the definition of “Applicable Margin” in Section 1.02 of the Credit
Agreement is hereby amended by deleting it in its entirety and inserting the
following in lieu thereof:


 


“In respect of the Term Loan B Facility, a percentage
per annum equal to 1.50% for US Dollar LIBOR Loans and 0.50% for US Dollar Base
Rate Loans.”


 


1.5           The
definition of “Term Loan” in Section 1.02 of the Credit Agreement is
hereby amended by deleting it in its entirety and inserting the following in lieu
thereof:


 


“‘Terms
Loan’ shall mean each senior secured amortizing term loan made pursuant to Section 2.01(a)(v).”


 


1.6           The
definition of “Term Loan Lender” in Section 1.02 of the Credit Agreement
is hereby amended by deleting the second sentence it in its entirety.


 


1.7           The
definition of “Term Loan Percentages” in Section 1.02 of the Credit
Agreement is hereby amended by deleting it in its entirety and inserting the
following in lieu thereof:


 


“‘Terms
Loan Percentages’ shall mean with respect to any Term Loan Lender, a
fraction (expressed as a percentage, carried out to the sixth decimal place),
the numerator of which is such Term Loan Lender’s outstanding Term
Loans, and the denominator of which is the total outstanding Term Loans
of all Term Loan Lenders.”


 


1.8           The
definition of “US Lender” in Section 1.02 of the Credit Agreement is
hereby amended by deleting it in its entirety and inserting the following in
lieu thereof:


 


“‘US Lender’ shall mean a Lender who is either
a US Tranche Revolving Lender or a Term Loan Lender.”


 


1.9           Section 2.01(a)(v) of
the Credit Agreement is hereby amended by deleting it in its entirety and
inserting the following in lieu thereof:


 


“Each Term
Loan Lender severally agrees, subject to the terms and conditions set forth
herein, to make a senior secured amortizing term loan to the US Borrowers on
the Term Loan Funding Date in the principal amount of such Term Loan Lender’s
Term Commitment.  Each Additional Term
Loan Lender severally agrees, subject to the terms and conditions set forth
herein, to make a senior secured amortizing term loan to the US Borrowers on
the Additional Term Loan Funding Date in the aggregate principal amount of
$75,000,000.00 (collectively, the “Additional Term Loans”).  Once repaid or prepaid, Term Loans may not be
reborrowed.”


 


1.10         Section 2.03
of the Credit Agreement is hereby amended by adding the following new subsection (f):


 


 


3





















 


“(f)          Commitment
Increase.


 


(i)            Subject
to the terms and conditions set forth herein, the US Borrowers shall have the
right, without the consent of the Lenders but with the prior approval of the US
Administrative Agent, to cause from time to time an increase in the Aggregate
US Tranche Commitments of the US
Tranche Revolving Lenders (a “Commitment
Increase”) by adding to this Agreement one or more additional financial
institutions that is not already a Lender hereunder and that is reasonably
satisfactory to the US Administrative Agent or by allowing one or more existing
US Tranche Revolving Lenders to increase their respective US Tranche
Commitments (each a “CI Lender”); provided, however that (A) no
Event of Default shall have occurred which is continuing, (B) the
Principal Amount outstanding on the date of such increase of all Term Loans
shall not exceed $399,000,000, (C) the amount of such Commitment Increase
shall be a multiple of $25,000,000, (D) no such Commitment Increase shall
cause the Aggregate Revolving Commitments under this Agreement to exceed
$250,000,000, (E) each CI Lender shall execute a joinder agreement (a “Joinder
Agreement”) in the form of Exhibit H attached hereto, (F) no
US Tranche Revolving Lender’s US Tranche Commitment shall be increased without such Lender’s prior written
consent and (G) if, on the effective date of such increase, any US Tranche
Loans have been funded, then the
US Borrowers shall be obligated to pay any breakage fees or costs in connection
with the reallocation of such outstanding Revolving Loans.


 


(ii)           Any
Commitment Increase shall be requested by written notice from the US Borrowers
to the US Administrative Agent (a “Notice of Commitment Increase”) in
the form of Exhibit I attached hereto and shall be subject to the
approval of the US Administrative Agent, such consent to not be unreasonably
withheld.  Each such Notice of Commitment
Increase shall specify (A) the proposed effective date of such Commitment
Increase, which date shall be no earlier than five (5) Business Days after
receipt by the US Administrative Agent of such Notice of Commitment Increase, (B) the
amount of the requested Commitment Increase (provided that after giving
effect to such requested Commitment Increase, the aggregate amount of the
Commitments does not exceed the amount set forth in subsection (i)(D) above),
(C) the identity of each CI Lender hereunder, and (D) the amount of
the respective US Tranche Commitment of
the then existing US Tranche Revolving Lenders and the CI Lenders from and
after the Commitment Increase Effective Date (as defined below).  The US Administrative Agent shall review each
Notice of Commitment Increase and shall notify the US Borrowers whether or not
the US Administrative Agent consents to the proposed Commitment Increase.  If the US Administrative Agent consents to
such Commitment Increase (such consent not to be unreasonably withheld), the US
Administrative Agent shall execute a counterpart of the Notice of Commitment
Increase and such Commitment Increase shall be effective on the proposed
effective date set forth in the Notice of Commitment Increase (if the
Administrative Agent consented to such Commitment Increase prior to such
proposed date) or on another date agreed to by the US Administrative Agent and
the US Borrowers (such date referred to as the “Commitment Increase
Effective Date”).


 


(iii)          On
each Commitment Increase Effective Date, to the extent that there are US
Tranche Loans outstanding as of
such date, (A) each CI Lender shall, by wire transfer of immediately
available funds, deliver to the US Administrative Agent such CI Lender’s New
Funds Amount, which amount, for each such CI Lender, shall constitute the 


 


4





















 


US Tranche Loans made by
such CI Lender to the US Borrowers pursuant to this Agreement on such
Commitment Increase Effective Date, (B) the US Administrative Agent shall,
by wire transfer of immediately available funds, pay to each then Reducing
Percentage Lender its Reduction Amount, which amount, for each such Reducing
Percentage Lender, shall constitute a prepayment by the US Borrowers pursuant
to Section 2.07, ratably in accordance with the respective
principal amounts thereof, of the principal amounts of all then outstanding US Tranche Loans of such Reducing Percentage Lender, and (C) the US
Borrowers shall be responsible to pay to each US Tranche Revolving Lender any
breakage fees or costs in connection with the reallocation of any outstanding
US Tranche Loans.


 


(iv)          For
purposes of this Section 2.03(f) and Exhibit I,
the following defined terms shall have the following meanings:  (A) ”New Funds Amount” means the
amount equal to the product of (y) the difference of a CI Lender’s US Tranche
Commitment after giving effect to
the Commitment Increase minus such CI Lender’s US Tranche Commitment
immediately prior to giving effect to the Commitment Increase, if any,
represented as a percentage of the Aggregate US Tranche Commitments, times (z)
the aggregate principal amount of the outstanding US Tranche Loans immediately prior to giving effect to the
Commitment Increase, if any, as of a Commitment Increase Effective Date
(without regard to any increase in the aggregate principal amount of US Tranche
Loans as a result of borrowings
made after giving effect to the Commitment Increase on such Commitment Increase
Effective Date); (B) ”Reducing Percentage Lender” means each then
existing US Tranche Revolving Lender immediately prior to giving effect to the
Commitment Increase that does not increase its respective US Tranche Commitment as a result of the Commitment Increase and
whose relative percentage of the Aggregate US Tranche Commitments shall be
reduced after giving effect to such Commitment Increase; and (C) ”Reduction
Amount” means the amount by which a Reducing Percentage Lender’s
outstanding US Tranche Loans decrease
as of a Commitment Increase Effective Date (without regard to the effect of any
borrowings made on such Commitment Increase Effective Date after giving effect
to the Commitment Increase).


 


(v)           Each
Commitment Increase shall become effective on its Commitment Increase Effective
Date and upon such effectiveness (A) the US Administrative Agent shall
record in the Register each then CI Lender’s information as provided in the
Notice of Commitment Increase, (B) Annex I shall be amended and restated to set forth
all US Tranche Revolving Lenders (including any CI Lenders) that will be
Lenders hereunder after giving effect to such Commitment Increase (which
amended and restated Annex I shall be set forth in Annex I to the
applicable Notice of Commitment Increase) and the US Administrative Agent shall
distribute to each US Tranche Revolving Lender (including each CI Lender) and
the Canadian Administrative Agent a copy of such amended and restated Annex
I, and (C) each CI Lender identified on the Notice of Commitment
Increase for such Commitment Increase shall be a “US Tranche Revolving Lender”
for all purposes under this Agreement.


 


1.11         Section 3.01(b) of
the Credit Agreement is hereby amended by deleting it in its entirety and
inserting the following in lieu thereof:


 


5





















 


“The US Borrowers shall pay to the US Administrative
Agent, for the account of each Applicable Lender, the Term Loans in consecutive
quarterly installments on or before each Quarterly Date, as set forth below
($1,000,000.00 was paid on June 30, 2005):


 


	
  Payment Date

  	
   

  	
  Principal Installment

  	
   

  
	
  September 30, 2005

  	
   

  	
  $

  	
  1,000,000.00

  	
   

  
	
  December 31, 2005

  	
   

  	
  $

  	
  1,187,500.00

  	
   

  
	
  March 31, 2006

  	
   

  	
  $

  	
  1,187,500.00

  	
   

  
	
  June 30, 2006

  	
   

  	
  $

  	
  1,187,500.00

  	
   

  
	
  September 30, 2006

  	
   

  	
  $

  	
  1,187,500.00

  	
   

  
	
  December 31, 2006

  	
   

  	
  $

  	
  1,187,500.00

  	
   

  
	
  March 31, 2007

  	
   

  	
  $

  	
  1,187,500.00

  	
   

  
	
  June 30, 2007

  	
   

  	
  $

  	
  1,187,500.00

  	
   

  
	
  September 30, 2007

  	
   

  	
  $

  	
  1,187,500.00

  	
   

  
	
  December 31, 2007

  	
   

  	
  $

  	
  1,187,500.00

  	
   

  
	
  March 31, 2008

  	
   

  	
  $

  	
  1,187,500.00

  	
   

  
	
  June 30, 2008

  	
   

  	
  $

  	
  1,187,500.00

  	
   

  
	
  September 30, 2008

  	
   

  	
  $

  	
  1,187,500.00

  	
   

  
	
  December 31, 2008

  	
   

  	
  $

  	
  1,187,500.00

  	
   

  
	
  March 31, 2009

  	
   

  	
  $

  	
  1,187,500.00

  	
   

  
	
  June 30, 2009

  	
   

  	
  $

  	
  1,187,500.00

  	
   

  
	
  September 30, 2009

  	
   

  	
  $

  	
  1,187,500.00

  	
   

  
	
  December 31, 2009

  	
   

  	
  $

  	
  1,187,500.00

  	
   

  
	
  March 31, 2010

  	
   

  	
  $

  	
  1,187,500.00

  	
   

  
	
  June 30, 2010

  	
   

  	
  $

  	
  1,187,500.00

  	
   

  
	
  September 30, 2010

  	
   

  	
  $

  	
  1,187,500.00

  	
   

  
	
  December 31, 2010

  	
   

  	
  $

  	
  1,187,500.00

  	
   

  
	
  March 31, 2011

  	
   

  	
  $

  	
  1,187,500.00

  	
   

  
	
  June 30, 2011

  	
   

  	
  $

  	
  111,718,750.00

  	
   

  
	
  September 30, 2011

  	
   

  	
  $

  	
  111,718,750.00

  	
   

  
	
  December 31, 2011

  	
   

  	
  $

  	
  111,718,750.00

  	
   

  
	
  Term Loan Maturity Date

  	
   

  	
  $

  	
  111,718,750.00

  	
   

  
	
  Total

  	
   

  	
  $

  	
  474,000,000.00

  	
   

  



 


; provided that upon any partial prepayment pursuant
to Section 2.07, such prepayment shall be applied inversely to the
remaining installments in accordance with Section 2.07.


 


If not sooner paid, the US Borrowers promise to repay
in full the Term Loans on the Term Loan Maturity Date.”


 


1.12         Section 7.07(b) of
the Credit Agreement is hereby amended by deleting it in its entirety and
inserting the following in lieu thereof:


 


“The US Borrowers will use the proceeds of the Term
Loans for (a) the repayment of the Term Loan B Existing Indebtedness and (b) for
general corporate purposes not in contravention of any Governmental Requirement
or of any Loan Document.”


 


6





















 


1.13         Section 9.01(h) of
the Credit Agreement is hereby amended by deleting it in its entirety and
inserting the following in lieu thereof:


 


“The US Borrowers, within ten (10) Business Days
of any deemed delivery of any annual report or quarterly report pursuant to
paragraph (a) above, will furnish to the US Administrative Agent (i) a
certificate substantially in the form of Exhibit C-2 executed by a
Responsible Officer of one of the US Borrowers (A) certifying as to the
matters set forth therein and stating that no Default has occurred and is
continuing (or, if any Default has occurred and is continuing, describing the
same in reasonable detail) and (B) setting forth in reasonable detail the
computations necessary to determine whether the US Borrowers are in compliance
with Section 10.13(a), (b) and (c) as of
the end of the respective fiscal quarter or fiscal year; and (ii) a
report, in form and substance satisfactory to the US Administrative Agent,
setting forth as of such Quarterly Date a true and complete list of all Hedging
Agreements (including commodity price swap agreements, forward agreements or
contracts of sale which provide for prepayment for deferred shipment or
delivery of oil, gas or other commodities) of it, each of its Subsidiaries or
pursuant to the ABS Facility, the material terms thereof (including the type,
term, effective date, termination date and notional amounts or volumes), the
net mark to market value therefor, any new credit support agreements relating
thereto not listed on Schedule 7.20, any margin required or
supplied under any credit support document, and the counter party to each such
agreement.”


 


1.14         Section 10.01(f) of
the Credit Agreement is hereby amended by replacing “$125,000,000” with “$200,000,000”.


 


1.15         Section 10.04(c) of
the Credit Agreement is hereby amended by deleting it in its entirety and
inserting the following in lieu thereof:


 


“Holdings may purchase common stock of Holdings held
by any stockholder or stockholders not to exceed $100,000,000 in the aggregate
during the term of this Agreement (not including any purchases permitted by Section 10.04(b))
if the Total Leverage Ratio is less than 4.0 to 1.0 for the most recent Testing
Period at the time of such purchase.”


 


1.16         Section 10.13(c) of
the Credit Agreement is hereby amended by deleting it in its entirety and
inserting the following in lieu thereof:


 


“The US Borrowers will not permit the ratio of (i) the
Market Value of Compression Collateral to (ii) Aggregate Credit Exposure
to be less than 1.15 to 1.0 at any time. 
As used herein, “Market Value” of the Compression Collateral
shall be determined by the most recent Appraisal or update as required in Section 9.11;
provided, however, in the period between the effective date of
Appraisals or updates, “Market Value” will also include the cost of any newly
added Compression Collateral during such period and will not include the Market
Value of any Property that is not Compression Collateral.”


 


7





















 


1.17         Annex
I of the Credit Agreement is hereby deleted in its entirety and is replaced
by Annex I attached to this First Amendment.


 


1.18         Exhibit H
attached to this First Amendment is hereby added to the Credit Agreement as Exhibit H
thereto.


 


1.19         Exhibit I
attached to this First Amendment is hereby added to the Credit Agreement as Exhibit I
thereto.


 


ARTICLE 2

Conditions Precedent


 


2.1           Conditions
Precedent.  This First Amendment
shall be subject to the satisfaction of the following conditions precedent or
concurrent, and after giving effect to this First Amendment:


 


(a)           the
representations and warranties contained herein and in all other Loan Documents
shall be true and correct in all material respects as of the date hereof,
except for such representations and warranties limited to an earlier date;


 


(b)           no
Default shall have occurred and be continuing;


 


(c)           no
Material Adverse Effect shall have occurred and be continuing;


 


(d)           a
certificate of the Secretary or an Assistant Secretary (or the equivalent) of
each Borrower and each Pledgor party to the Ratification and Affirmation of
Pledgors attached hereto shall have been delivered to the US Administrative
Agent setting forth (i) resolutions of its board of directors (or the
equivalent) with respect to the authorization of it to execute and deliver this
First Amendment and the other Loan Documents to which it is a party and to
enter into the transactions contemplated in those documents, (ii) its
officers (or the equivalent) (A) who are authorized to sign this First
Amendment and the other Loan Documents to which it is a party and (B) who
will, until replaced by another officer or officers (or the equivalent) duly
authorized for that purpose, act as its representative for the purposes of
signing documents and giving notices and other communications in connection
with this First Amendment and the transactions contemplated hereby;


 


(e)           a
compliance certificate shall have been delivered to the US Administrative
Agent, in form and substance satisfactory to the US Administrative Agent, duly
and properly executed by a Responsible Officer of each US Borrower and dated as
of the date hereof;


 


(f)            the
Borrowers shall have delivered to the US Administrative Agent an executed
original copy of this First Amendment in form and substance satisfactory to the
US Administrative Agent;


 


(g)           the
US Administrative Agent shall have received counterparts hereof duly executed
by the Borrowers and the Majority Lenders and the Additional Term Lenders;


 


(h)           Notes
duly completed and executed shall have been delivered to the US Administrative
Agent, if requested;


 


8





















 


(i)            an
opinion of Gardere Wynne Sewell LLP, counsel to the US Borrowers and the
Subsidiaries party to a Loan Document, shall have been delivered to the US
Administrative Agent in form and substance satisfactory to the US
Administrative Agent, as to such matters incident to the transactions herein
contemplated and as the US Administrative Agent may reasonably request; and


 


(j)            all
costs, fees, expenses (including, without limitation, reasonable legal fees and
expenses and recording taxes and fees) and other compensation contemplated by
this First Amendment and the other Loan Documents, and for which statements or
invoices have been submitted to the US Borrowers shall have been paid.


 


ARTICLE 3

Miscellaneous


 


3.1           Credit
Agreement in Full Force and Effect as Amended.  Except as specifically amended hereby, the
Credit Agreement and other Loan Documents shall remain in full force and effect
and are hereby ratified and confirmed as so amended.  Except as expressly set forth herein, this
First Amendment shall not be deemed to be a waiver, amendment or modification
of any provisions of the Credit Agreement or any other Loan Document or any
right, power or remedy of the Administrative Agents or Lenders, or constitute a
waiver of any provision of the Credit Agreement or any other Loan Document, or
any other document, instrument and/or agreement executed or delivered in
connection therewith or of any Default or Event of Default under any of the
foregoing, in each case whether arising before or after the date hereof or as a
result of performance hereunder or thereunder. 
This First Amendment also shall not preclude the future exercise of any
right, remedy, power, or privilege available to the Administrative Agents
and/or Lenders whether under the Credit Agreement, the other Loan Documents, at
law or otherwise.  All references to the
Credit Agreement shall be deemed to mean the Credit Agreement as modified
hereby.  This First Amendment shall not
constitute a novation or satisfaction and accord of the Credit Agreement and/or
other Loan Documents, but shall constitute an amendment thereof.  The parties hereto agree to be bound by the
terms and conditions of the Credit Agreement and Loan Documents as amended by
this First Amendment, as though such terms and conditions were set forth
herein.  Each reference in the Credit
Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of
similar import shall mean and be a reference to the Credit Agreement as amended
by this First Amendment, and each reference herein or in any other Loan
Documents to the “Credit Agreement” shall mean and be a reference to the Credit
Agreement as amended and modified by this First Amendment.


 


3.2           Representations.  Each Borrower hereby represents and warrants
to each Lender that:


 


(a)           each
of the representations and warranties made by the Borrower under the Credit
Agreement and each other Loan Document is true and correct in all material
respects on and as of the date hereof, as if made on and as of such date,
except for any representations and warranties made as of a specified date,
which are true and correct in all material respects as of such specified date;


 


(b)           The
execution, delivery and performance by each Borrower of this First Amendment
have been duly authorized by each Borrower;


 


9





















 


(c)           This
First Amendment constitutes the legal, valid and binding obligation of each
Borrower, enforceable against each Borrower in accordance with its terms.


 


(d)           The
execution, delivery and performance by each Borrower of this First Amendment (i) do
not require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority or any other third Person
(including shareholders or any class of directors, whether interested or
disinterested, of each Borrower or any other Person), nor is any such consent,
approval, registration, filing or other action necessary for the validity or
enforceability of this First Amendment or any Loan Document or the consummation
of the transactions contemplated thereby, except such as have been obtained or
made and are in full force and effect other than (A) the recording and
filing of the Security Instruments as required by this First Amendment of the
Credit Agreement and (B) those third party approvals or consents which, if
not made or obtained, would not cause a Default hereunder, could not reasonably
be expected to have a Material Adverse Effect or do not have an adverse effect
on the enforceability of the Loan Documents, (ii) will not violate any
applicable law or regulation or the charter, by-laws or the organizational
documents of any Borrower or any Subsidiary or any order of any Governmental
Authority, (iii) will not violate or result in a default under any
indenture, agreement or other instrument binding upon any Borrower or any
Subsidiary or its Properties, or give rise to a right thereunder to require any
payment to be made by any Borrower or such Subsidiary and (iv) will not
result in the creation or imposition of any Lien on any Property of any
Borrower or any Property (other than the Liens created by this First Amendment
or the Loan Documents).


 


3.3           Counterparts.  This First Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and
the same instrument and any of the parties hereto may execute this First
Amendment by signing any such counterpart.


 


3.4          NO
ORAL AGREEMENTS.  THIS FIRST AMENDMENT
AND THE OTHER LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING
BETWEEN THE PARTIES AND SUPERSEDE ALL OTHER AGREEMENTS AND UNDERSTANDINGS
BETWEEN SUCH PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF.  THIS FIRST AMENDMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


3.5          GOVERNING
LAW.  THIS FIRST AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.


 


[Signatures begin on the following page]


 


10





















 


The
parties hereto have caused this First Amendment to be duly executed as of the
day and year first above written.


 


	
  US BORROWER
  AND GUARANTOR:

  	
  UNIVERSAL COMPRESSION, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.
  Michael Anderson

  	
   

  
	
   

  	
  Name:

  	
  J. Michael
  Anderson

  
	
   

  	
  Title:

  	
  Senior Vice
  President and

  Chief Financial Officer

  
	
  Address for
  Notices:

  	
   

  	
   

  
	
   

  	
  4444
  Brittmoore Road

  
	
   

  	
  Houston,
  Texas 77041

  
	
   

  	
   

  
	
   

  	
  Attention:
  President

  
	
   

  	
   

  
	
   

  	
  Copy to:
  General Counsel

  
	
   

  	
   

  
	
   

  	
  Copy to:

  
	
   

  	
   

  
	
   

  	
  Carol M.
  Burke

  
	
   

  	
  Gardere
  Wynne Sewell LLP

  
	
   

  	
  1000
  Louisiana, Suite 3400

  
	
   

  	
  Houston,
  Texas 77002

  
	
   

  	
  Telecopier
  No.: (713) 276-6561

  
	
   

  	
  Telephone No.: (713) 276-5561

  
					



 


Signature Page to
First Amendment to Senior Secured Credit Agreement


 





















 


	
  US BORROWER
  AND GUARANTOR:

  	
  UNIVERSAL COMPRESSION

  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.
  Michael Anderson

  	
   

  
	
   

  	
  Name:

  	
  J. Michael
  Anderson

  
	
   

  	
  Title:

  	
  Senior Vice
  President and

  Chief Financial Officer

  
	
  Address for Notices:

  	
   

  
	
   

  	
  4444
  Brittmoore Road

  
	
   

  	
  Houston,
  Texas 77041

  
	
   

  	
   

  
	
   

  	
  Attention:
  President

  
	
   

  	
   

  
	
   

  	
  Copy to:
  General Counsel

  
	
   

  	
   

  
	
   

  	
  Copy to:

  
	
   

  	
   

  
	
   

  	
  Carol M.
  Burke

  
	
   

  	
  Gardere
  Wynne Sewell LLP

  
	
   

  	
  1000
  Louisiana, Suite 3400

  
	
   

  	
  Houston,
  Texas 77002

  
	
   

  	
  Telecopier
  No.: (713) 276-6561

  
	
   

  	
  Telephone
  No.: (713) 276-5561

  



 





















 


	
  CANADIAN
  BORROWER:

  	
  UC CANADIAN PARTNERSHIP

  HOLDINGS COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.
  Michael Anderson

  	
   

  
	
   

  	
  Name:

  	
  J. Michael
  Anderson

  
	
   

  	
  Title:

  	
  Senior Vice
  President and

  Chief Financial Officer

  
	
  Address for Notices:

  	
   

  
	
   

  	
  1959 Upper
  Water Street

  
	
   

  	
  Suite 1100

  
	
   

  	
  Halifax,
  Nova Scotia B3J3E5

  
	
   

  	
   

  
	
   

  	
  Attention:
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  Copy to:
  General Counsel

  
	
   

  	
   

  
	
   

  	
  Copy to:

  
	
   

  	
   

  
	
   

  	
  Carol M.
  Burke

  
	
   

  	
  Gardere
  Wynne Sewell LLP

  
	
   

  	
  1000 Louisiana,
  Suite 3400

  
	
   

  	
  Houston,
  Texas 77002

  
	
   

  	
  Telecopier
  No.: (713) 276-6561

  
	
   

  	
  Telephone No.: (713) 276-5561

  



 





















 


	
  AGENTS AND
  LENDERS:

  	
  WACHOVIA BANK, NATIONAL

  
	
   

  	
  ASSOCIATION, in its capacity as US

  Administrative Agent and in its capacity as a

  Lender, on behalf of itself and the other

  Lenders pursuant to the Authorization

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Shawn Young

  	
   

  
	
   

  	
  Name:

  	
  Shawn Young

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
  Lending
  Office for US Dollar Base Rate

  Loans and LIBOR Loans:

  
	
   

  	
   

  
	
   

  	
  301 South
  College Street

  
	
   

  	
  23rd Floor
  NC 0680

  
	
   

  	
  Charlotte,
  North Carolina 28288

  
	
   

  	
  Telecopier
  No.: (704) 383-0288

  
	
   

  	
   

  
	
   

  	
  Address for
  Notices:

  
	
   

  	
   

  
	
   

  	
  301 South
  College Street

  
	
   

  	
  23rd Floor
  NC 0680

  
	
   

  	
  Charlotte,
  North Carolina 28288

  
	
   

  	
  Attention:
  Syndication Agency Services

  
	
   

  	
  Telecopier
  No.: (704) 383-0288

  
	
   

  	
   

  
	
   

  	
  With copy
  to:

  
	
   

  	
   

  
	
   

  	
  Wachovia
  Capital Markets, LLC

  
	
   

  	
  1001 Fannin,
  Suite 2255

  
	
   

  	
  Houston,
  Texas 77002

  
	
   

  	
  Attention:
  David Humphreys

  
	
   

  	
  Telecopier No.: 713-605-6354

  
					



 





















 


Ratification and Affirmation of Pledgors


 


Each of the
undersigned Pledgors hereby expressly (a) acknowledges the terms of this
First Amendment, (b) ratifies and affirms its obligations under that
certain Pledge and Security Agreement dated as of January 14, 2005, as
amended, to which it is a party, (c) acknowledges, renews and extends its
continued liability under said Pledge and Security Agreement and agrees that
said Pledge and Security Agreement remains in full force and effect
notwithstanding the matters contained herein, and (d) represents and
warrants to the Lenders that as of the date hereof, after giving effect to the
terms of this First Amendment, all of the representations and warranties
contained in each Loan Document to which it is a party are true and correct in
all material respects, except to the extent any such representations and warranties
are expressly limited to an earlier date, in which case, such representations
and warranties shall continue to be true and correct in all material respects
as of such specified earlier date.


 


	
  PLEDGORS:

  	
  UNIVERAL
  COMPRESSION INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ J.
  Michael Anderson

  	
   

  
	
   

  	
  Name:

  	
   J.
  Michael Anderson

  
	
   

  	
  Title:

  	
   Senior
  Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNIVERSAL
  COMPRESSION CANADIAN HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ J.
  Michael Anderson

  	
   

  
	
   

  	
  Name:

  	
   J.
  Michael Anderson

  
	
   

  	
  Title:

  	
   Senior
  Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ENTERRA
  COMPRESSION INVESTMENT COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ J.
  Michael Anderson

  	
   

  
	
   

  	
  Name:

  	
   J.
  Michael Anderson

  
	
   

  	
  Title:

  	
   Senior
  Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNIVERSAL
  COMPRESSION SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ J.
  Michael Anderson

  	
   

  
	
   

  	
  Name:

  	
   J.
  Michael Anderson

  
	
   

  	
  Title:

  	
   Senior
  Vice President and Chief Financial Officer

  



 


RATIFICATION Page to First Amendment to Senior Secured Credit
Agreement


 





















 


ANNEX I

US TRANCHE COMMITMENTS 

AND PERCENTAGE SHARE


 




	
  US Tranche Revolving

  Lender

  	
   

  	
  US Tranche

  Commitment

  Amount (in $)

  	
   

  	
  US Tranche

  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wachovia Bank, National Association

  	
   

  	
  12,908,602.15

  	
   

  	
  8.605735

  	
  %

  
	
  JPMorgan Chase Bank, N.A.

  	
   

  	
  12,908,602.15

  	
   

  	
  8.605735

  	
  %

  
	
  Deutsche Bank Trust Company Americas

  	
   

  	
  12,695,340.50

  	
   

  	
  8.463560

  	
  %

  
	
  The Bank of Nova Scotia

  	
   

  	
  10,964,157.71

  	
   

  	
  7.309438

  	
  %

  
	
  The Royal Bank of Scotland plc

  	
   

  	
  12,666,666.67

  	
   

  	
  8.444444

  	
  %

  
	
  Bank of America, N.A.

  	
   

  	
  10,387,096.77

  	
   

  	
  6.924731

  	
  %

  
	
  Comerica Bank

  	
   

  	
  9,810,035.84

  	
   

  	
  6.540024

  	
  %

  
	
  Union Bank of California, N.A.

  	
   

  	
  9,810,035.84

  	
   

  	
  6.540024

  	
  %

  
	
  Wells Fargo Bank, NA

  	
   

  	
  11,333,333.33

  	
   

  	
  7.555556

  	
  %

  
	
  BNP Paribas

  	
   

  	
  6,924,731.18

  	
   

  	
  4.616487

  	
  %

  
	
  SunTrust Bank

  	
   

  	
  8,000,000.02

  	
   

  	
  5.333333

  	
  %

  
	
  National City Bank

  	
   

  	
  6,924,731.18

  	
   

  	
  4.616487

  	
  %

  
	
  Natexis Banques Populares

  	
   

  	
  6,666,666.67

  	
   

  	
  4.444444

  	
  %

  
	
  Guaranty Bank

  	
   

  	
  6,000,000.00

  	
   

  	
  4.000000

  	
  %

  
	
  Allied Irish Banks, p.l.c.

  	
   

  	
  6,000,000.00

  	
   

  	
  4.000000

  	
  %

  
	
  Amegy

  	
   

  	
  6,000,000.00

  	
   

  	
  4.000000

  	
  %

  
	
  TOTAL

  	
   

  	
  $

  	
  150,000,000.00

  	
   

  	
  100.000000

  	
  %

  
							






 










* US Tranche Percentages have been rounded
to nearest 6th decimal point.


 


ANNEX I TO FIRST AMENDMENT TO
SENIOR SECURED CREDIT AGREEMENT


 





















 


EXHIBIT H

FORM OF JOINDER AGREEMENT


 


This Joinder Agreement (the “Joinder”)
is dated as of                                 ,       (the
“Effective Date”) and is entered into by and between [Insert name of Lender] (the “Lender”) and Wachovia
Bank, National Association (the “US Administrative Agent”).  Capitalized terms used but not defined herein
shall have the meanings given to them in the Senior Secured Credit Agreement
dated as of January 14, 2005, among Universal Compression, Inc. and
Universal Compression Holdings, Inc., as the US Borrowers, UC Canadian
Partnership Holdings Company, a Nova Scotia ULC, as the Canadian Borrower, the
US Administrative Agent, Congress Financial Corporation (Canada), as the
Canadian Administrative Agent and the Lenders which are or become parties
thereto (as the same may be amended or supplemented from time to time, the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by the
Lender.


 


The Lender represents and
warrants as follows:


 


(a)           it has all requisite
power and authority, and has taken all action necessary to execute and deliver
this Joinder and to fulfill its obligations under, and consummate the
transactions contemplated by, this Joinder;


 


(b)           the execution, delivery
and compliance with the terms hereof by Lender and the delivery of all
instruments required to be delivered by it hereunder do not and will not
violate any Governmental Requirement applicable to it;


 


(c)           this Joinder has been
duly executed and delivered by it and constitutes the legal, valid and binding
obligation of the Lender, enforceable against it in accordance with its terms;


 


(d)           all approvals and
authorizations of, all filings with and all actions by any Governmental
Authority necessary for the validity or enforceability of its obligations under
this Joinder have been obtained;


 


(e)           the Lender is not a
competitor of Holdings or any of its Subsidiaries;


 


(f)            the Lender has fully
reviewed the terms of the Credit Agreement and the other Security Instruments
and has independently and without reliance upon the Assignor, and based on such
information as the Lender has deemed appropriate, made its own credit analysis
and decision to enter into this Joinder; and


 


(g)           the Lender hereby
affirms that the representations contained in Section 4.06(d)[(i)] [(vi)]
of the Credit Agreement are true and accurate as to it [IF (i) IS SELECTED
ADD:  and, the Lender has
contemporaneously herewith delivered to the US Administrative Agent and the US
Borrower such certifications as are required thereby to avoid the withholding
taxes referred to in Section 4.06 of the Credit Agreement].


 


This Joinder shall be binding upon, and inure
to the benefit of, the parties hereto and their respective successors and
assigns.  This Joinder may be executed in
any number of counterparts, which together shall constitute one
instrument.  Delivery of an executed
counterpart of a signature page of this Joinder by telecopy shall be
effective as delivery of a manually executed counterpart of this 


 


eXHIBIT h to First Amendment to Senior Secured Credit Agreement


 





















 


Joinder.  This Joinder shall be
governed by, and construed in accordance with, the law of the State of Texas.


 


 


	
   

  	
  LENDER

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME OF LENDER]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 





















 


	
   

  	
  US ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Approved and
  Consented to by:

  	
   

  
	
   

  	
   

  
	
  UNIVERSAL
  COMPRESSION, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  UNIVERSAL
  COMPRESSION

  HOLDINGS, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 





















 


EXHIBIT I

FORM OF NOTICE OF COMMITMENT INCREASE


 


[Date]


 


Wachovia Bank, National Association


301 South College Street


23rd Floor NC 0680


Charlotte, NC 28288


Attention:  Syndication Agency
Services


 


Ladies and Gentlemen:


 


The undersigned, Universal Compression, Inc.
and Universal Compression Holdings, Inc. (the “US Borrowers”),
refer to the Senior Secured Credit Agreement dated as of January 14, 2005,
among the US Borrowers, UC Canadian Partnership Holdings Company, a Nova Scotia
ULC, as the Canadian Borrower, the US Administrative Agent, Congress Financial
Corporation (Canada), as the Canadian Administrative Agent and the Lenders
which are or become parties thereto (as the same may be amended or supplemented
from time to time, the “Credit Agreement”, with terms defined in the
Credit Agreement and not otherwise defined herein being used herein as therein
defined).  The US Borrowers hereby notify
you, pursuant to Section 2.03(f)(ii) of the Credit Agreement,
that the US Borrowers hereby request that the Aggregate US Tranche Commitments
under the Credit Agreement be increased and the CI Lenders agree to provide US
Tranche Commitments under the Credit Agreement, and in that connection sets forth
below the information relating to such proposed Commitment Increase as required
by Section 2.03(f)(ii) of the Credit Agreement:


 


(a)           the effective date of
such increase of aggregate amount of the Lenders’ Aggregate US Tranche
Commitments is                             ;


 


(b)           the amount of the
requested increase of the Aggregate US Tranche Commitments is $                                ;


 


(c)           the CI Lenders that
have agreed with the Borrowers to provide or increase their respective US
Tranche Commitments, are                                                                   [INSERT
NAMES OF THE CI LENDERS]; and


 


(d)           set forth on Annex I
attached hereto is the amount of the respective US Tranche Commitments of all
Reducing Percentage Lenders and all CI Lenders as of effective date of such
Commitment Increase, and such Annex I shall amend and replace Annex I
to the Credit Agreement.


 


Delivery of an executed counterpart of this Notice of Commitment
Increase by telecopier shall be effective as delivery of an original executed
counterpart of this Notice of Commitment Increase.


 


eXHIBIT I to First Amendment to Senior Secured Credit Agreement


 





















 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  UNIVERSAL COMPRESSION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNIVERSAL COMPRESSION HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Approved and
  Consented to by:

  	
   

  
	
   

  	
   

  
	
  WACHOVIA
  BANK, NATIONAL

  ASSOCIATION, as US Administrative Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
						



 





















 


ANNEX I


US TRANCHE
COMMITMENTS


AND PERCENTAGE
SHARE


 


[Attach updated Annex I]


 





















 


APPENDIX I


 


FORM OF


 


AUTHORIZATION


 


                         ,
2005


 


Wachovia Bank, National Association,


as Administrative Agent


Charlotte Plaza, CP-8


201 South College Street


Charlotte, North Carolina 28288-0608


Attention:  Syndication Agency
Services


 


Re:          First
Amendment to Senior Secured Credit Agreement dated as of September 22,
2005 (the “Amendment”) to that certain Senior Secured Credit Agreement
dated as of January 14, 2005 (as the same may be amended or supplemented
from time to time, the “Credit Agreement”) by and among Universal
Compression, Inc. and Universal Compression Holdings, Inc., as the US
Borrowers, UC Canadian Partnership Holdings Company, a Nova Scotia ULC, as the
Canadian Borrower, Wachovia Bank, National Association, as the US
Administrative Agent, Congress Financial Corporation (Canada), as the Canadian
Administrative Agent and the Lenders which are or become parties thereto.


 


This letter acknowledges our receipt and
review of the Amendment in the form posted to SyndTrak Online.  By
executing this letter, we hereby approve the Amendment and authorize the US
Administrative Agent to execute and deliver the Amendment on our behalf.


 


Each financial institution executing this
Authorization agrees or reaffirms that it shall be a party to the Credit
Agreement and the other Loan Documents to which Lenders are parties and shall
have the rights and obligations of a Lender under each such agreement.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  [Insert name of applicable financial institution]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


aPPENDIX I to First
Amendment to Senior Secured Credit Agreement