SENIOR SECURED CREDIT AGREEMENT
 Dated as of October 20, 2006
  UC OPERATING PARTNERSHIP, L.P.,
 UNIVERSAL COMPRESSION PARTNERS, L.P.
 WACHOVIA BANK, NATIONAL ASSOCIATION,
 DEUTSCHE BANK TRUST COMPANY AMERICAS,
 FORTIS CAPITAL CORP. AND WELLS FARGO BANK, NATIONAL ASSOCIATION,
  THE LENDERS SIGNATORY HERETO
  WACHOVIA CAPITAL MARKETS, LLC AND DEUTSCHE BANK SECURITIES INC.
 $225,000,000 Senior Secured Credit Facilities




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PageARTICLE IDEFINITIONS AND ACCOUNTING MATTERSSection 1.01
    
    Terms Defined Above
    
    
    1Section 1.02
    
    Certain Defined Terms
    
    
    1Section 1.03
    
    Types of Loans and Borrowings
    
    
    22Section 1.04
    
    Terms Generally; Rules of Construction
    
    
    22Section 1.05
    
    Accounting Terms and Determinations; GAAP
    
    
    23ARTICLE IITHE CREDITSSection 2.01
    
    Commitments
    
    
    23Section 2.02
    
    Loans and Borrowings
    
    
    23Section 2.03
    
    Requests for Borrowings
    
    
    25Section 2.04
    
    Interest Elections
    
    
    26Section 2.05
    
    Funding of Borrowings
    
    
    27Section 2.06
    
    Termination, Reduction and Increase of Aggregate Commitments
    
    
    28Section 2.07
    
    Letters of Credit
    
    
    30ARTICLE IIIPAYMENTS OF PRINCIPAL AND INTEREST; PREPAYMENTS; FEESSection 3.01
    
    Repayment of Loans
    
    
    35Section 3.02
    
    Interest
    
    
    35Section 3.03
    
    Alternate Rate of Interest
    
    
    36Section 3.04
    
    Prepayments
    
    
    37Section 3.05
    
    Fees
    
    
    38ARTICLE IVPAYMENTS; PRO RATA TREATMENT; SHARING OF SET-OFFSSection 4.01
    
    Payments Generally; Pro Rata Treatment; Sharing of Set-offs
    
    
    39Section 4.02
    
    Presumption of Payment by the Borrower
    
    
    40Section 4.03
    
    Certain Deductions by the Administrative Agent
    
    
    40Section 4.04
    
    Disposition of Proceeds
    
    
    40ARTICLE VINCREASED COSTS; BREAK FUNDING PAYMENTS; TAXES; ILLEGALITYSection 5.01
    
    Increased Costs
    
    
    41Section 5.02
    
    Break Funding Payments
    
    
    42Section 5.03
    
    Taxes
    
    
    42Section 5.04
    
    Mitigation Obligations; Replacement of Lenders
    
    
    44Section 5.05
    
    Illegality
    
    
    44
 i




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PageARTICLE VICONDITIONS PRECEDENTSection 6.01
    
    Effective Date
    
    
    45Section 6.02
    
    Each Credit Event
    
    
    47Section 6.03
    
    Conditions Precedent to the Term Loans and Commitment Increases
    
    
    48ARTICLE VIIREPRESENTATIONS AND WARRANTIESSection 7.01
    
    Legal Existence
    
    
    49Section 7.02
    
    Financial Condition
    
    
    49Section 7.03
    
    Litigation
    
    
    49Section 7.04
    
    No Breach
    
    
    49Section 7.05
    
    Authority
    
    
    49Section 7.06
    
    Approvals
    
    
    50Section 7.07
    
    Use of Loans and Letters of Credit
    
    
    50Section 7.08
    
    ERISA
    
    
    50Section 7.09
    
    Taxes
    
    
    50Section 7.10
    
    Titles, Etc.
    
    
    51Section 7.11
    
    No Material Misstatements
    
    
    51Section 7.12
    
    Investment Company Act
    
    
    51Section 7.13
    
    Subsidiaries
    
    
    51Section 7.14
    
    Location of Business and Offices
    
    
    51Section 7.15
    
    Defaults
    
    
    52Section 7.16
    
    Environmental Matters
    
    
    52Section 7.17
    
    Compliance with the Law
    
    
    53Section 7.18
    
    Insurance
    
    
    53Section 7.19
    
    Hedging Agreements
    
    
    53Section 7.20
    
    Restriction on Liens
    
    
    54ARTICLE VIIIAFFIRMATIVE COVENANTSSection 8.01
    
    Reporting Requirements
    
    
    54Section 8.02
    
    Litigation
    
    
    56Section 8.03
    
    Maintenance, Etc.
    
    
    56Section 8.04
    
    Environmental Matters
    
    
    57Section 8.05
    
    Further Assurances
    
    
    57Section 8.06
    
    Performance of Obligations
    
    
    57Section 8.07
    
    Collateral
    
    
    58Section 8.08
    
    Notice of an ERISA Event
    
    
    58ARTICLE IXNEGATIVE COVENANTSSection 9.01
    
    Debt
    
    
    59Section 9.02
    
    Liens
    
    
    60Section 9.03
    
    Investments
    
    
    61Section 9.04
    
    Dividends, Distributions and Redemptions
    
    
    62
 ii




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PageSection 9.05
    
    Nature of Business
    
    
    62Section 9.06
    
    Mergers, Etc.
    
    
    62Section 9.07
    
    Proceeds of Notes; Letters of Credit
    
    
    63Section 9.08
    
    Sale or Discount of Receivables
    
    
    63Section 9.09
    
    Fiscal Year Change
    
    
    63Section 9.10
    
    Certain Financial Covenants
    
    
    63Section 9.11
    
    Sale of Properties
    
    
    63Section 9.12
    
    Environmental Matters
    
    
    64Section 9.13
    
    Transactions with Affiliates
    
    
    64Section 9.14
    
    Subsidiaries
    
    
    64Section 9.15
    
    Negative Pledge Agreements
    
    
    65ARTICLE XEVENTS OF DEFAULT; REMEDIESSection 10.01
    
    Events of Default
    
    
    65Section 10.02
    
    Remedies
    
    
    67ARTICLE XITHE AGENTSSection 11.01
    
    Appointment; Powers
    
    
    68Section 11.02
    
    Duties and Obligations of Administrative Agent
    
    
    68Section 11.03
    
    Action by Administrative Agent
    
    
    69Section 11.04
    
    Reliance by Administrative Agent
    
    
    70Section 11.05
    
    Subagents
    
    
    70Section 11.06
    
    Resignation or Removal of Administrative Agent
    
    
    70Section 11.07
    
    Agents as Lenders
    
    
    71Section 11.08
    
    No Reliance
    
    
    71Section 11.09
    
    Administrative Agent May File Proofs of Claim
    
    
    72Section 11.10
    
    Authority of Administrative Agent to Release Collateral and Liens
    
    
    72Section 11.11
    
    The Joint Lead Arrangers, the Syndication Agent and the Co- Documentation Agents
    
    
    72ARTICLE XIIMISCELLANEOUSSection 12.01
    
    Notices
    
    
    73Section 12.02
    
    Waivers; Amendments
    
    
    73Section 12.03
    
    Expenses, Indemnity; Damage Waiver
    
    
    74Section 12.04
    
    Successors and Assigns
    
    
    77Section 12.05
    
    Survival; Revival; Reinstatement
    
    
    79Section 12.06
    
    Counterparts; Integration; Effectiveness
    
    
    79Section 12.07
    
    Severability
    
    
    80Section 12.08
    
    Right of Setoff
    
    
    80Section 12.09
    
    Governing Law; Jurisdiction; Consent to Service of Process
    
    
    80Section 12.10
    
    Headings
    
    
    81Section 12.11
    
    Confidentiality
    
    
    82Section 12.12
    
    Interest Rate Limitation
    
    
    83Section 12.13
    

Exculpation Provisions
    
    
    84
 iii




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PageSection 12.14
    
    Collateral Matters; Hedging Agreements
    
    
    84Section 12.15
    
    No Third Party Beneficiaries
    
    
    84Section 12.16
    
    USA Patriot Act Notice
    
    
    84Section 12.17
    
    No General Partners Liability
    
    
    85
 iv




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EXHIBITS AND SCHEDULES
 Exhibit A
    
    Form of NoteExhibit B
    
    Form of Borrowing RequestExhibit C
    
    Form of Interest Election RequestExhibit D-1
    
    Form of Effective Date Compliance CertificateExhibit D-2
    
    Form of Ongoing Compliance CertificateExhibit E
    
    Form of Assignment and AssumptionExhibit F-1
    
    Security InstrumentsExhibit F-2
    
    Form of Guaranty AgreementExhibit G-1
    
    Form of Commitment Increase CertificateExhibit G-2
    
    Form of Additional Lender CertificateSchedule 6.01(m)
    
    Excepted PropertySchedule 7.02
    
    LiabilitiesSchedule 7.03
    
    LitigationSchedule 7.09
    
    TaxesSchedule 7.10
    
    Titles, Etc.Schedule 7.13
    
    SubsidiariesSchedule 7.19
    
    Hedging AgreementsSchedule 7.20
    
    Restriction on LiensSchedule 8.07
    
    Excluded CollateralSchedule 9.01
    
    DebtSchedule 9.02
    
    LiensSchedule 9.03
    
    Investments, Loans and AdvancesSchedule 9.13
    
    Transactions with Affiliates
 v




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THIS SENIOR SECURED CREDIT AGREEMENT Borrower UCLP Guarantor Administrative
Agent Syndication Agent Wachovia Securities DBSI Joint Lead
Arrangers Joint Book Runners Fortis Wells Fargo Co-Documentation Agents Lender Lenders
 RECITALS
    ARTICLE I
Definitions and Accounting Matters
 Terms Defined Above
 Certain Defined Terms
 ABR
 ABS Facility
 -1-




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ABS Subsidiary
 Additional Lender
 Additional Lender Certificate
 Administrative Questionnaire
 Affected Loans
 Affiliate
 Agents
 Aggregate Commitments
 Aggregate Revolving Commitments
 Aggregate Term Commitments
 Agreement
 Alternate Currency
 -2-




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Applicable Margin
   Applicable MarginTotal Leverage Ratio
    
    Eurodollar Loans
    
    ABR Loans
    
    Commitment FeesGreater than 4.75 to 1.0
    
    
    200
    
    
    
    100
    
    
    
    .375
    %Less than or equal to 4.75 to
1.0 but greater than 4.25 to 1.0
    
    
    175
    
    
    
    75
    
    
    
    .375
    %Less than or equal to 4.25 to
1.0 but greater than 3.75 to 1.0
    
    
    150
    
    
    
    50
    
    
    
    .30
    %Less than or equal to 3.75 to
1.0 but greater than 3.25 to 1.0
    
    
    125
    
    
    
    25
    
    
    
    .25
    %Less than or equal to 3.25 to 1.0
    
    
    100
    
    
    
    0
    
    
    
    .20
    %
  Applicable Lending Office
 Applicable Percentage
 -3-




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Assignment and Assumption Exhibit E
 Availability Period
 Bankruptcy Code
 Base Rate 1 2
 Board
 Borrowing
 Borrowing Request
 Business Day
 Capital Lease
 Capital Lease Obligations
 Change in Control
 -4-




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Change in Law
 Code
 Collateral
 Commitment Fee
 Commitment Increase Certificate
 Compression Assets
 Consolidated Net Income provided provided
 -5-




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Consolidated Net Tangible Assets
 Consolidated Subsidiaries
 Credit Exposure
 DB
 Debt
 Default
 Disclosing Parties
 -6-




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##### 



dollars
 Domestic Subsidiary
 EBITDA provided provided
 Effective Date
 Environmental Laws OPA CERCLA RCRA hazardous substance release threatened release solid waste disposal disposed oil and gas waste Section 91.1011 provided however oil hazardous substance release solid waste disposal oil and gas waste
 -7-




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Equity Interests
 ERISA
 ERISA Affiliate
 ERISA Event
 Eurodollar
 Event of Default
 Excepted Liens
 -8-




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provided
 Exchange Act
 Excluded Taxes
 Federal Funds Effective Rate
 -9-




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Fee Letter
 Financial Officer
 Financial Statements
 Foreign Credit Facility
 Foreign Lender
 Foreign Subsidiary
 GAAP
 General Partner
 GP
 Governmental Authority
 Governmental Requirement
 -10-




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Guarantors
 Guaranty Agreement Exhibit F-2
 Hedging Agreement provided
 Highest Lawful Rate
 Holdings
 Holdings ABS Facility
 Indebtedness
 Indemnified Taxes
 Indemnity Matters
 -11-




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Index Debt
 Information Memorandum
 Interest Coverage Ratio
 Interest Election Request
 Interest Payment Date
 Interest Period provided
 Investment
 -12-




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plus Investment
 IPO
 Issuing Bank Issuing Bank
 LC Disbursement
 LC Exposure
 Lenders
 Letter of Credit
 Letter of Credit Agreements
 LIBO
 -13-




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LIBO Rate
 Lien Lien
 Loan Documents
 Loans
 Majority Lenders
 Material Adverse Effect
 -14-




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Material Domestic Subsidiary
 Material Foreign Subsidiary
 Moodys
 Multiemployer Plan
 Non-Recourse Debt
    Non-Recourse Foreign Debt
   Notes Exhibit A
 Offshore Currency
 -15-




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Offshore Currency Letter of Credit
 Omnibus Agreement
 OPA
 Organization Documents
 Other Taxes
 PBGC
 Person
 Plan
 Post-Default Rate provided however Post-Default Rate
 -16-




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Prime Rate
 Property
 Purchase Money Indebtedness
 RCRA
 Register
 Regulation D
 Related Fund
 Related Parties
 Responsible Officer
 Restricted Person
 Restricted Subsidiaries
 Revolving Borrowing
 -17-




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Revolving Commitments
 Revolving Credit Exposure
 Revolving Credit Facility
 Revolving Credit Maturity Date
 Revolving Lender
 Revolving Loans
 Revolving Notes
 S-1
 S&P
 SEC
 Security Instruments Exhibit F-1
 Significant Domestic Subsidiary 1 2
 -18-




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provided
 Special Entity e.g.
 Specified Acquisition
 Statutory Reserve Rate
 Subsidiary Subsidiary
 Subsidiary EBITDA
 -19-




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Taxes
 Term Commitments
 Term Credit Exposure
 Term Loan
 Term Loan Assumption Agreement
 Term Loan Borrowing
 Term Loan Facility
 Term Loan Funding Date
 Term Loan Lender
 Term Loan Maturity Date provided
 Term Notes
 Testing Period provided however
 Total Debt
 -20-




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Total Interest Expense
 Total Leverage Ratio
 Transactions
 Type
 UCI
 UCLP
 UCLP Group
 UCLP Partnership Agreement
 US Dollar Equivalent
 USA Patriot Act
 -21-




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Unrestricted Subsidiary
 Wachovia
 Weighted Average Life to Maturity
 Wholly-Owned Domestic Subsidiary
 Types of Loans and Borrowings
 Terms Generally; Rules of Construction
 Accounting Terms and Determinations; GAAP
 -22-




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ARTICLE II
The Credits
 Commitments
 Revolving Commitments
 Term Commitments
 Loans and Borrowings
 Borrowings; Several Obligations provided
 Types of Loans -23-
       provided
 Minimum Amounts; Limitation on Number of Borrowings provided provided
 Notes Exhibit A
 Requests for Borrowings provided
 -24-




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Exhibit B
     pro forma
    Interest Elections
 Conversion and Continuance -25-
       Interest Election Requests Exhibit C
 Information in Interest Election Requests
      Notice to Lenders by the Administrative Agent
 Effect of Failure to Deliver Timely Interest Election Request and Event of
Default
 -26-




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Funding of Borrowings
 Funding by Lenders provided
 Presumption of Funding by the Lenders
 Termination, Reduction and Increase of Aggregate Commitments
 Scheduled Termination of Commitments
   Optional Termination and Reduction of Aggregate Credit Amounts
 provided
 -27-




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Optional Increase in Aggregate Commitments
 Additional Lender
      Exhibit G-1 Commitment Increase Certificate
 -28-




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Exhibit G-2 Additional Lender Certificate
 provided
   -29-




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Letters of Credit
 provided however provided however
 provided however
   provided
 -30-




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Participations -31-
        Reimbursement and Prepayment
  -32-




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-33-




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mutatis mutandis
  Replacement of the Issuing Bank -34-
       ARTICLE III
Payments of Principal and Interest; Prepayments; Fees
 Repayment of Loans
 Revolving Loans
 Term Loans
 Interest
 ABR Loans
 Eurodollar Loans
 Post-Default Rate
 Interest Payment Dates provided
 Interest Rate Computations -35-
        Alternate Rate of Interest
    Prepayments
 Optional Prepayments
 Notice and Terms of Optional Prepayment -36-
        Mandatory Prepayments
    No Premium or Penalty
 Fees
 Commitment Fees Commitment Fee
 Letter of Credit Fees -37-
       provided
 Administrative Agent Fees
 Other Fees
 ARTICLE IV
Payments; Pro Rata Treatment; Sharing of Set-offs
 Payments Generally; Pro Rata Treatment; Sharing of Set-offs
 Payments by the Borrower -38-
        Application of Insufficient Payments
 Sharing of Payments by Lenders provided
 Presumption of Payment by the Borrower
 -39-




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Certain Deductions by the Administrative Agent
 Disposition of Proceeds
 ARTICLE V
Increased Costs; Break Funding Payments; Taxes; Illegality
 Increased Costs
 Eurodollar Changes in Law
    Capital Requirements -40-
        Certificates
 Effect of Failure or Delay in Requesting Compensation
 Break Funding Payments
 -41-
       Taxes
 Payments Free of Taxes provided
 Payment of Other Taxes by the Borrower
 Indemnification by the Borrower
 Evidence of Payments
 Foreign Lenders
 Tax Refunds -42-
       provided
 Mitigation Obligations; Replacement of Lenders
 Designation of Different Lending Office
 Replacement of Lenders provided -43-
       Illegality Affected Loans
 ARTICLE VI
Conditions Precedent
 Effective Date
   Exhibit D-1
 -44-




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Exhibit F-1
    Exhibit B
   Schedule 6.01(m)
  -45-




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Each Credit Event
    -46-
         Conditions Precedent to the Term Loans and Commitment Increases
      ARTICLE VII
Representations and Warranties
  -47-




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Legal Existence
 Financial Condition
 Litigation Schedule 7.03
 No Breach
 Authority
 Approvals
 -48-




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Use of Loans and Letters of Credit
 Revolving Loans and Letters of Credit
 Term Loans
 Margin Stock
 ERISA
 Taxes Schedule 7.09
 -49-




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Titles, Etc
 Schedule 7.10
  No Material Misstatements
 Investment Company Act
 Subsidiaries
 Location of Business and Offices
 Defaults
 Environmental Matters
 -50-




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##### 



Compliance with the Law
 -51-




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##### 



Insurance
 Hedging Agreements Schedule 7.19
 Restriction on Liens Schedule 7.20
 ARTICLE VIII
Affirmative Covenants
  Reporting Requirements
 -52-




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##### 



Financial Statements provided http://www.universalcompression.com provided further however
 Budget, Projections
 Notice of Default, Etc
 Management Letters
 Other Matters
 -53-




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Labor Disputes
 Compliance Certificate Exhibit D-2 Schedule 7.19
 Consolidating Financials
 Litigation
 Maintenance, Etc
 Generally
 -54-




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##### 



Proof of Insurance
 Operation of Properties
 Environmental Matters
 Establishment of Procedures
 Notice of Action
 Further Assurances
 -55-




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##### 



Performance of Obligations
 Collateral
 Guarantees and Collateral provided Schedule 8.07 provided further
 -56-




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##### 



Releases provided
 Notice of an ERISA Event
 ARTICLE IX
Negative Covenants
  Debt
  Schedule 9.01
   provided
 -57-




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##### 



provided
 provided
 provided
 provided
   provided
  -58-




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##### 



Liens Permitted Liens
  Schedule 9.02
  provided
 provided provided further provided further
 provided provided further
  Investments
 provided however
 Schedule 9.03
  -59-




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##### 



Dividends, Distributions and Redemptions
 Nature of Business
 Mergers, Etc.
 -60-




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##### 



provided
 Proceeds of Notes; Letters of Credit
 Sale or Discount of Receivables
 Fiscal Year Change
 Certain Financial Covenants
 Interest Coverage Ratio
 Total Leverage Ratio provided
 Sale of Properties
     -61-




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##### 



provided
 Environmental Matters
 Transactions with Affiliates Schedule 9.13 provided
 Subsidiaries
     -62-




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Negative Pledge Agreements provided
 ARTICLE X
Events of Default; Remedies
 Events of Default Event of Default
   -63-




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##### 



-64-




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##### 



Remedies
   pari passu
 -65-




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ARTICLE XI
The Agents
 Appointment; Powers
 Duties and Obligations of Administrative Agent
 -66-




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##### 



Action by Administrative Agent provided
 Reliance by Administrative Agent
 -67-




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##### 



Subagents
 Resignation or Removal of Administrative Agent
 Agents as Lenders
 -68-




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##### 



No Reliance
 Administrative Agent May File Proofs of Claim
    -69-




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##### 



Authority of Administrative Agent to Release Collateral and Liens
 The Joint Lead Arrangers, the Syndication Agent and the Co-Documentation
Agents
 ARTICLE XII
Miscellaneous
 Notices
 Waivers; Amendments
  -70-




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##### 



provided Majority Lenders
 Expenses, Indemnity; Damage Waiver
   -71-




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##### 



(ii) to indemnify the Administrative Agent and each Lender and each Lender
Affiliate and each of their officers, directors, employees, representatives, Administrative Agent,
attorneys, accountants, investment advisors, agents, trustees and experts (Indemnified
Parties) from, hold each of them harmless against and promptly upon demand pay or reimburse
each of them for, the Indemnity Matters which may be incurred by or asserted against or involve any
of them (whether or not any of them is designated a party thereto) as a result of, arising out of
or in any way related to (a) any actual or proposed use by the Borrower of the proceeds of any of
the Loans or Letters of Credit, (b) the execution, delivery and performance of the Loan Documents,
(c) the operations of the business of UCLP, the Borrower and its Subsidiaries, (d) the failure of
UCLP, the Borrower or any Subsidiary to comply with the terms of any Security Instrument or this
Agreement, or with any Governmental Requirement, (e) any inaccuracy of any representation or any
breach of any warranty of UCLP or the Borrower set forth in any of the Loan Documents, (f) the
issuance, execution and delivery or transfer of or payment or failure to pay under any Letter of
Credit, (g) the payment of a drawing under any Letter of Credit notwithstanding the non-compliance,
non-delivery or other improper presentation of the manually executed draft(s) and certification(s),
(h) any assertion that the Lenders were not entitled to receive the proceeds received pursuant to
the Security Instruments or (i) any other aspect of the Loan Documents, including, without
limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in
connection with investigating, defending or preparing to defend any such action, suit, proceeding
(including any investigations, litigation or inquiries) or claim and including all Indemnity
Matters arising by reason of the ordinary negligence of any Indemnified Party, but excluding all
Indemnity Matters arising solely by reason of claims between the Lenders or any Lender and the
Administrative Agent or a Lenders shareholders against the Administrative Agent or Lender or by
reason of the gross negligence or willful misconduct on the part of such Indemnified Party;
and
 (iii) to indemnify and hold harmless from time to time the Indemnified Parties
from and against any and all losses, claims, cost recovery actions,
 -72-




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##### 



administrative orders or
proceedings, damages and liabilities to which any such Person may become subject (a) under any
Environmental Law applicable to UCLP, the Borrower or any Subsidiary or any of their Properties,
including without limitation, the treatment or disposal of hazardous substances on any of their
Properties, (b) as a result of the breach or non-compliance by UCLP, the Borrower or any Subsidiary
with any Environmental Law applicable to UCLP, the Borrower or any Subsidiary, (c) due to past
ownership by UCLP, the Borrower or any Subsidiary of any of their Properties or past activity on
any of their Properties which, though lawful and fully permissible at the time, could result in
present liability, (d) the presence, use, release, storage, treatment or disposal of hazardous
substances on or at any of the Properties owned or operated by UCLP, the Borrower or any
Subsidiary, or (e) any other environmental, health or safety condition in connection with the Loan Documents;provided,however, no indemnity shall be afforded under this
Section 12.03( a )( iii ) in respect of any Property for any occurrence arising from
the acts or omissions of any Indemnified Party after the date which UCLP, the Borrower or any
Subsidiary is divested of ownership of such Property (whether by foreclosure or deed in lieu of
foreclosure, as mortgagee-in-possession or otherwise).
 provided
 provided
 provided
 (e) The foregoing indemnities shall extend to the Indemnified Parties
notwithstanding the sole or concurrent negligence of every kind or character whatsoever, whether
active or passive, whether an affirmative act or an
 -73-




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omission, including without limitation, all
types of negligent conduct identified in the restatement (second) of torts of one or more of the
Indemnified Parties or by reason of strict liability imposed without fault on any one or more of
the Indemnified Parties. To the extent that an Indemnified Party is found to have committed an act
of gross negligence or willful misconduct, this contractual obligation of indemnification shall
continue but shall only extend to the portion of the claim that is deemed to have occurred by
reason of events other than the gross negligence or willful misconduct of the Indemnified
Party.
   Successors and Assigns
   Exhibit E provided provided provided provided provided however
 -74-




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##### 



provided Register
 provided provided provided
  -75-




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##### 



provided
 provided
  Survival; Revival; Reinstatement
  -76-
       Counterparts; Integration; Effectiveness
  (b) This Agreement, the other Loan Documents and any separate letter agreements
with respect to fees payable to the Administrative Agent embody the entire agreement and understanding among the parties relating to the subject
matter hereof and thereof and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof and thereof. This Agreement and the other Loan
Documents represent the final agreement among the parties hereto and thereto 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.
  Severability
 Right of Setoff provided -77-
       Governing Law; Jurisdiction; Consent to Service of
Process
 (a) This Agreement and the Notes shall be governed by, and construed in
accordance with, the laws of the State of Texas except to the extent that United States federal law
permits any Lender to charge interest at the rate allowed by the laws of the state where such Lender is located. Ch. 346 of the Texas
Finance Code (which regulates certain revolving credit loan accounts and revolving tri-party
accounts) shall not apply to this Agreement or the Notes.
 (b) Any legal action or proceeding with respect to the Loan Documents shall be
brought in the courts of the State of Texas or of the United States of America for the Southern
District of Texas, and, by execution and delivery of this Agreement, each of UCLP and the Borrower
hereby accepts for itself and (to the extent permitted by law) in respect of its Property,
generally and unconditionally, the jurisdiction of the aforesaid courts. Each of UCLP and the
Borrower hereby irrevocably waives any objection, including, without limitation, any objection to
the laying of venue or based on the grounds offorum non conveniens, which it may now or hereafter
have to the bringing of any such action or proceeding in such respective jurisdictions. This
submission to jurisdiction is non-exclusive and does not preclude the Administrative Agent or any
Lender from obtaining jurisdiction over UCLP or the Borrower in any court otherwise having
jurisdiction.
 (c) Each of UCLP and the Borrower irrevocably consents to the service of process
of any of the aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to UCLP and the Borrower at its address
located on the signature page hereto or as updated from time to time, such service to become
effective thirty (30) days after such mailing.
 (d) Nothing herein shall affect the right of the Administrative Agent or any
Lender or any holder of a Note to serve process in any other manner permitted by law or to commence
legal proceedings or otherwise proceed against UCLP or the Borrower in any other jurisdiction.
 (e) Each of UCLP, the Borrower and each Lender hereby ( i ) irrevocably and
unconditionally waive, to the fullest extent permitted by law, trial by jury in any legal action or
proceeding relating to this Agreement or any other Loan Document and for any counterclaim therein;
( ii ) irrevocably waive, to the maximum extent not prohibited by law, any right it may have
to claim or recover in any such litigation any special, exemplary, punitive or consequential
damages, or damages other than, or in addition to, actual damages; ( iii ) certify that no
party hereto nor any representative of the Administrative Agent or counsel for any party hereto has
represented, expressly or otherwise, or implied that such party would not, in the event of
litigation, seek to enforce the foregoing waivers, and ( iv ) acknowledge that it has been
induced to enter into this
 -78-




---



##### 



Agreement, the other Loan Documents and the transactions contemplated
hereby and thereby by, among other things, the mutual waivers and certifications contained in this
Section 12.09.
 Headings
 Confidentiality Confidential Information Disclosing Parties provided provided Restricted Person
 -79-




---



##### 



Interest Rate Limitation
 -80-




---



##### 



Section 12.13 Exculpation Provisions . Each of the parties hereto specifically agrees that it has a duty to read this Agreement and
the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of
this Agreement and the other Loan Documents; that it has in fact read this Agreement and is fully
informed and has full notice and knowledge of the terms, conditions and effects of this Agreement;
that it has been represented by independent legal counsel of its choice throughout the negotiations
preceding its execution of this Agreement and the other Loan Documents; and has received the advice
of its attorney in entering into this Agreement and the other Loan Documents; and that it
recognizes that certain of the terms of this Agreement and the other Loan Documents result in one
party assuming the liability inherent in some aspects of the transaction and relieving the other
party of its responsibility for such liability. Each party hereto agrees and covenants that it
will not contest the validity or enforceability of any exculpatory provision of this Agreement and
the other Loan Documents on the basis that the party had no notice or knowledge of such provision
or that the provision is not conspicuous.
 Collateral Matters; Hedging Agreements pari passu
 No Third Party Beneficiaries
 USA Patriot Act Notice USA Patriot
Act
 -81-




---



##### 



No General Partners Liability
  -82-




---



##### 



BORROWER:
    
    UC OPERATING PARTNERSHIP, L.P.By:
    
    UCLP OLP GP LLC,its general partnerBy:
    
    /s/ Daniel SchlangerName:
    
    Daniel SchlangerTitle:
    
    Senior Vice President and Chief
Financial OfficerAddress for Notices:4444 Brittmoore RoadHouston, Texas 77041Telecopier No.: (713) 466-6720Telephone No.: (713) 335-7295Attention: PresidentCopy to: General CounselCopy to:Carol M. BurkeGardere Wynne Sewell LLP1000 Louisiana, Suite 3400Houston, Texas 77002Telecopier No.: (713) 276-6561Telephone No.: (713) 276-5561




---



##### 



GUARANTORS:
    
    UNIVERSAL COMPRESSION PARTNERS, L.P.By:
    
    UCO GENERAL PARTNER, LP,its general partnerBy:
    
    UCO GP, LLC,its general partnerBy:
    
    /s/ Daniel SchlangerName:
    
    Daniel SchlangerTitle:
    
    Senior Vice President and Chief
Financial OfficerTitle:Address for Notices:4444 Brittmoore RoadHouston, Texas 77041Telecopier No.: (713) 466-6720Telephone No.: (713) 335-7295Attention: PresidentCopy to: General CounselCopy to:Carol M. BurkeGardere Wynne Sewell LLP1000 Louisiana, Suite 3400Houston, Texas 77002Telecopier No.: (713) 276-6561Telephone No.: (713) 276-5561




---



##### 



ADMINISTRATIVE AGENT 
AND LENDER:
    
    WACHOVIA BANK, NATIONAL
ASSOCIATION, Individually and as
Administrative AgentBy:
    
    /s/ Todd SchanzlinName:
    
    Todd SchanzlinTitle:
    
    Vice PresidentLending Office for ABR Loans and Eurodollar
Loans:301 South College Street23rd Floor NC 0680Charlotte, North Carolina 28288Telecopier No.: (704) 383-0288Address for Notices:301 South College Street23rd Floor NC 0680Charlotte, North Carolina 28288Attention: Syndication Agency ServicesTelecopier No.: (704) 383-0288With copy to:Wachovia Capital Markets, LLC1001 Fannin, Suite 2255Houston, Texas 77002Attention: David HumphreysTelecopier No.: 713-605-6354




---



##### 



SYNDICATION AGENT AND LENDER:
    
    DEUTSCHE BANK TRUST COMPANY
AMERICAS,Individually
    
    and as Syndication AgentBy:Name:Title:By:Name:Title:Lending Office for ABR Rate Loans and
Eurodollar Loans:Address for Notices:Attention:Telecopier No.:With copy to:Attention:Telecopier No.:




---



##### 



CO-DOCUMENTATION AGENT 
AND LENDER:
    
    FORTIS CAPITAL, CORP.,
as Co-Documentation Agent and LenderBy:Name:Title:By:Name:Title:Lending Office for ABR Rate Loans and
Eurodollar Loans:Address for Notices:Attention:Telecopier No.:With copy to:Attention:Telecopier No.:




---



##### 



CO-DOCUMENTATION AGENT 
AND LENDER:
    
    WELLS FARGO BANK,
NATIONAL ASSOCIATION,
as Co-Documentation Agent and LenderBy:Name:Title:Lending Office for ABR Rate Loans and
Eurodollar Loans:Address for Notices:Attention:Telecopier No.:With copy to:Attention:Telecopier No.:




---



##### 



EXHIBIT A  FORM OF NOTE
 $
    
    , 2006
 Borrower   Lender Administrative Agent
  Credit Agreement
  Exhibit A




---



##### 



THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
TEXAS.
 UC OPERATING PARTNERSHIP, L.P.By:
    
    UCLP OLP GP LLC, its general partnerBy:Name:Title:
 Exhibit A




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##### 



EXHIBIT B  FORM OF BORROWING REQUEST
 
 Borrower Credit Agreement
 1.
    
    [Revolving/Term] Loans:
 
 
 
 
 
 
 2.
    
    Eurodollar Loan Continuation/Conversion for Eurodollar Loans maturing on
:
 
 
 
 Exhibit B




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##### 



3.
    
    Conversion of outstanding ABR Loans to Eurodollar Loans:
 
 
 UC OPERATING PARTNERSHIP, L.P.By:
    
    UCLP OLP GP LLC, its general partnerBy:Name:Title:
 Exhibit B




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##### 



EXHIBIT C  FORM OF INTEREST ELECTION REQUEST
  Borrower Credit Agreement
 (i)
    
    The Borrowing to which this Interest Election Request applies,
and if different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing (in
which case the information specified pursuant to (iii) and (iv) below shall be
specified for each resulting Borrowing) is [     ];(ii)
    
    The effective date of the election made pursuant to this
Interest Election Request is [     ], 200[  ];[and](iii)
    
    The resulting Borrowing is to be [an ABR Borrowing] [a
Eurodollar Borrowing][; and][(iv) [If the resulting Borrowing is a Eurodollar Borrowing] The
Interest Period applicable to the resulting Borrowing after giving effect to
such election is [     ]].
  UC OPERATING PARTNERSHIP, L.P.By:
    
    UCLP OLP GP LLC, its general partnerBy:Name:Title:
 Exhibit C




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##### 



EXHIBIT D-1  FORM OF EFFECTIVE DATE COMPLIANCE CERTIFICATE
 Borrower Credit Agreement
 (a)
    
    The representations and warranties of the Borrower contained in ARTICLE VII of
the Credit Agreement and in the Security Instruments were true and correct when made,
and are repeated at and as of the time of delivery hereof and are true and correct at
and as of the time of delivery hereof, except as such representations and warranties
are expressly limited to an earlier date or are modified to give effect to the
transactions expressly permitted by the Credit Agreement.(b)
    
    The Borrower has performed and complied with all agreements and conditions
contained in the Credit Agreement and in the Security Instruments required to be
performed or complied with by it prior to or at the time of delivery hereof.(c)
    
    Since December 31, 2005, there has been no change or event having a Material
Adverse Effect.(d)
    
    No Default has occurred and is continuing under the Credit Agreement.
 
 UC OPERATING PARTNERSHIP, L.P.By:
    
    UCLP OLP GP LLC, its general partnerBy:Name:Title:
 Exhibit D




---



##### 



EXHIBIT D-2  FORM OF ONGOING COMPLIANCE CERTIFICATE
 Borrower Credit Agreement
 (a)
    
    The representations and warranties of the Borrower contained in ARTICLE VII of
the Credit Agreement and in the Security Instruments were true and correct when made,
and are repeated at and as of the time of delivery hereof and are true and correct at
and as of the time of delivery hereof, except as such representations and warranties
are expressly limited to an earlier date or are modified to give effect to the
transactions expressly permitted by the Credit Agreement.(b)
    
    The Borrower has performed and complied with all agreements and conditions
contained in the Credit Agreement and in the Security Instruments required to be
performed or complied with by it prior to or at the time of delivery hereof.(c)
    
    Since December 31, 2005, there has been no change or event having a Material
Adverse Effect.(d)
    
    No Default has occurred and is continuing under the Credit Agreement.(e)
    
    Attached hereto are the detailed computations necessary to determine whether
the Borrower is in compliance with section 8.07 and Section 9.10(a) and (b) as of the
end of the [fiscal quarter][fiscal year] ending [     ].
 
 UC OPERATING PARTNERSHIP, L.P.By:
    
    UCLP OLP GP LLC, its general partnerBy:Name:Title:
 Exhibit D




---



##### 



EXHIBIT E  FORM OF ASSIGNMENT AND ASSUMPTION
 Assignment and Assumption Insert name of Assignor Assignor Insert name of Assignee Assignee Credit Agreement
 Assigned Interest
 1.
    
    Assignor:2.
    
    Assignee:[and is an Affiliate/Approved Fund of [identify Lender]1]3.
    
    Borrower:
    
    UC Operating Partnership, L.P., a Delaware limited partnership4.
    
    Administrative Agent:
    
    Wachovia Bank, National Association, as the administrative agent under the Credit Agreement5.
    
    Credit Agreement:
    
    The Credit Agreement dated as of October 20, 2006 among the Borrower, Universal Compression
Partners, L.P., a Delaware limited partnership, the Administrative Agent and the other Agents
 
 1
    
    Select as applicable. Exhibit E




---



##### 



and Lenders which are or become parties thereto (as the same may be
amended or supplemented from time to time)
 6.
    
    Assigned Interest:
 Aggregate Amount of
    
    
    Amount of
    
    
    Percentage AssignedCommitment
    
    
    Commitment/Loans
    
    
    Commitment/Loans
    
    
    ofAssigned
    
    
    for all Lenders
    
    
    Assigned
    
    
    Commitment/Loans2$
    
    
    
    $
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    %
 
  ASSIGNOR[NAME OF ASSIGNOR]By:Title:ASSIGNEE[NAME OF ASSIGNEE]By:Title:
 
 2
    
    Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder. Exhibit E




---



##### 



[Consented to and]3 Accepted:WACHOVIA BANK, NATIONAL ASSOCIATION, asAdministrative AgentByTitle:[Consented to:]4[NAME OF RELEVANT PARTY]ByTitle:
 
 3
    
    To be added only if the consent of the
Administrative Agent is required by the terms of the Credit Agreement.4
    
    To be added only if the consent of the
Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of
the Credit Agreement. Exhibit E




---



##### 



Representations and Warranties
 Assignor
 Assignee
 Payments
 Exhibit E




---



##### 



General Provisions
 Exhibit E




---



##### 



EXHIBIT F-1  SENIOR SECURITY INSTRUMENTS
 Collateral Agreement
  (i)
    
    UCLP Leasing GP LLC(ii)
    
    UCLP Leasing, L.P.
  (i)
    
    UCLP OLP GP LLC(ii)
    
    UC Operating Partnership, L.P.




---



##### 



EXHIBIT F-2  FORM OF GUARANTY AGREEMENT
 Guarantors Administrative Agent Lenders Credit Agreement Borrower
 R E C I T A L S
     ARTICLE I
Definitions
 Definitions
   Agreement
 Exhibit F




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##### 



Bankruptcy Code
 Borrower Obligations
 Collateral Agreement
 Guaranteed Creditors
 Guaranteed Documents
 Guaranteed Hedging Agreement
 Guarantor Obligations
 Exhibit F




---



##### 



Guarantors
 Obligations
 Guarantor Claims
 Rules of Interpretation mutatis mutandis
 ARTICLE II
Guarantee
 Guarantee
     Exhibit F




---



##### 



Right of Contribution
 No Subrogation
 Amendments, Etc. with respect to the Borrower Obligations
 Exhibit F




---



##### 



Waivers
    Exhibit F




---



##### 



Exhibit F




---



##### 



Reinstatement
 Payments
 ARTICLE III
Representations and Warranties
  Representations in Credit Agreement
 Exhibit F




---



##### 



Benefit to the Guarantor
 Solvency
 ARTICLE IV
Covenants
  Covenants in Credit Agreement
 ARTICLE V
The Administrative Agent
 Authority of Administrative Agent
 Exhibit F




---



##### 



ARTICLE VI
Subordination of Indebtedness
 Subordination of All Guarantor Claims Guarantor Claims
 Claims in Bankruptcy
 Payments Held in Trust
 Liens Subordinate
 Exhibit F




---



##### 



Notation of Records
 ARTICLE VII
Miscellaneous
 Waiver
 Notices Schedule 1
 Amendments in Writing
 Successors and Assigns
 Exhibit F




---



##### 



Survival; Revival; Reinstatement
   Counterparts; Integration; Effectiveness
    Exhibit F




---



##### 



Severability
 Set-Off
 Governing Law; Submission to Jurisdiction
    Exhibit F




---



##### 



SCHEDULE 1
   Headings
 Acknowledgments
     Exhibit F




---



##### 



EACH PARTY
HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY
EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY INSTRUMENTS ON THE BASIS THAT THE PARTY
HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT CONSPICUOUS.
 Additional Guarantors Annex I
 Acceptance
 No General Partners Liability
 Exhibit F




---



##### 



BORROWER:
    UC OPERATING PARTNERSHIP, L.P.By:
    UCLP OLP GP LLC,its general partnerBy:Name:Title: GUARANTORS:
    [                    ]By:Name:Title: Exhibit F




---



##### 



ADMINISTRATIVE AGENT:
    WACHOVIA BANK, NATIONAL ASSOCATIONBy:Name:Title: Exhibit F




---



##### 



Assumption Agreement
 Additional Guarantor Administrative Agent Lenders
  Borrower Guarantor ), Credit Agreement
 Guaranty
Agreement
    Guaranty Agreement
 Exhibit F




---



##### 



Governing Law
  [ADDITIONAL GUARANTOR]By:Name:Title: Exhibit F




---



##### 



Schedule 1
  
 
 Exhibit F




---



##### 



EXHIBIT G-1  FORM OF COMMITMENT INCREASE CERTIFICATE
  To:
    
    Wachovia Bank, National Association,
as Administrative Agent
 Credit Agreement
   Very truly yours,UC OPERATING PARTNERSHIP, L.P.By:
    
    UCLP OLP GP LLC, its general partnerBy:Name:Title:
 Exhibit G




---



##### 



Accepted and Agreed:Wachovia Bank, National Association,as Administrative AgentBy:Name:Title:Accepted and Agreed:[LENDER]By:Name:Title:
 Exhibit G




---



##### 



EXHIBIT G-2  FORM OF ADDITIONAL LENDER CERTIFICATE
  To:
    
    Wachovia Bank, National Association,
as Administrative Agent
 Credit Agreement
    Very truly yours,UC OPERATING PARTNERSHIP, L.P.By:
    
    UCLP OLP GP LLC, its general partnerBy:Name:Title:
 Exhibit G




---



##### 



Accepted and Agreed:Wachovia Bank, National Association,as Administrative AgentBy:Name:Title:Accepted and Agreed:[ADDITIONAL LENDER]By:Name:Title:
 Exhibit G




---



##### 



Schedule 6.01(q)  Excepted Property
  Schedule




---



##### 



Schedule 7.02  Liabilities
 1.
    
    Miscellaneous performance bonds and guarantees and similar contingent obligations, none of
which constitute debt under GAAP for borrowed money and all of which are permitted under this
Agreement.2.
    
    See also Schedule 9.02.
 Schedule




---



##### 



Schedule 7.03  Litigation
  Schedule




---



##### 



Schedule 7.09  Taxes
  Schedule




---



##### 



Schedule 7.10  Titles, Etc.
  Schedule




---



##### 



Schedule 7.13  Subsidiaries
 Jurisdiction ofIncorporation/Company
    
    Organization1 UCLP OLP GP LLC
    
    Delaware2 UC Operating Partnership, LP
    
    Delaware3 UCLP Leasing GP LLC
    
    Delaware4 UCLP Leasing, L.P.
    
    Delaware
 Schedule




---



##### 



Schedule 7.19   Hedging Agreements
(As of September 30, 2006)
 MTMGAIN /EFFECTIVE
    
    
    
    
    
    <LOSS>COUNTERPARTY
    
    NOTIONAL
    
    DATE
    
    MATURE
    
    RATE
    
    09/30/2006Bank LoanWachovia
    
    $
    125,000
    
    
    
    12/01/06
    
    
    
    12/01/11
    
    
    
    0.05020
    
    
    $
    (548
    )
 Schedule




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##### 



Schedule 7.20  Restriction on Liens
 1.
    
    All agreements or arrangements related to or purporting to be recourse to and/or creating a
lien on the assets of the general partner of UCLP.
 Schedule




---



##### 



Schedule 8.07  Excluded Collateral
  Schedule




---



##### 



Schedule 9.01  Debt
 1.
    
    The Indebtedness.2.
    
    Capital lease with General Electric Capital Business Asset Funding Corporation to the extent
it affects the contract rights arising from the certain contract between UCI and Dominion
Exploration & Production for the provision of compression services in Sutton County, Texas
utilizing one compressor unit.
 Schedule




---



##### 



Schedule 9.02  Liens
 1.
    
    Liens securing the Notes.2.
    
    Capital lease with General Electric Capital Business Asset Funding Corporation to the extent
it affects the contract rights arising from the certain contract between UCI and Dominion
Exploration & Production for the provision of compression services in Sutton County, Texas
utilizing one compressor unit.
 Schedule




---



##### 



Schedule 9.03  Investments, Loans and Advances
  Schedule




---



##### 



Schedule 9.13  Transactions with Affiliates
 1.
    
    Contribution, Conveyance and Assumption Agreement dated October 20, 2006, pursuant to which
Holdings and its Subsidiaries will convey a portion of their domestic contract compression
business to the UCLP Group.2.
    
    Omnibus Agreement.3.
    
    Transactions with Affiliates in connection with the Investments set forth on Schedule 9.03.
 Schedule