OR OTHER ACTION BY, AND NO NOTICE TO
OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR REGULATORY BODY OR OTHER PERSON IS
REQUIRED FOR THE DUE EXECUTION, DELIVERY OR PERFORMANCE BY ANY OF THE ISSUER AND
THE INDENTURE TRUSTEE OF THIS AMENDMENT OR ANY OTHER DOCUMENTS TO BE EXECUTED BY
ANY OF THE ISSUER AND THE INDENTURE TRUSTEE IN CONNECTION WITH THIS AMENDMENT.
(E)
THIS AMENDMENT CONSTITUTES, AND EACH OTHER DOCUMENT EXECUTED BY
EACH OF THE ISSUER AND THE INDENTURE TRUSTEE IN CONNECTION WITH THIS AMENDMENT
WILL, UPON THE DUE EXECUTION AND DELIVERY THEREOF, CONSTITUTE THE LEGAL, VALID
AND BINDING OBLIGATIONS OF EACH OF THE ISSUER AND THE INDENTURE TRUSTEE
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
SECTION 6.
CONDITIONS PRECEDENT.
THE EFFECTIVENESS OF THIS AMENDMENT
SHALL BE CONDITIONED UPON SATISFACTION OF EACH OF THE CONDITIONS SET FORTH IN
THIS SECTION 6:
(A)
EACH OF THE DEAL AGENT AND THE CONTROL PARTY HAS RECEIVED
COUNTERPARTS OF THIS AMENDMENT AND SUCH RELATED DOCUMENTATION AS THE DEAL AGENT,
THE CONTROL PARTY OR THEIR RESPECTIVE COUNSEL SHALL DETERMINE IN THEIR
REASONABLE DISCRETION, IN FORM AND SUBSTANCE SATISFACTORY TO THE DEAL AGENT AND
THE CONTROL PARTY, DULY EXECUTED AND DELIVERED BY THE ISSUER, THE INDENTURE
TRUSTEE, THE DEAL AGENT, THE INTEREST RATE HEDGE PROVIDER AND EACH SERIES
ENHANCER, AS APPLICABLE;
(B)
EACH OF THE DEAL AGENT AND THE CONTROL PARTY HAS RECEIVED A
CERTIFICATE FROM THE ISSUER DATED AS OF THE EFFECTIVE DATE STATING THAT (I) ALL
REPRESENTATIONS AND WARRANTIES OF THE ISSUER SET FORTH IN THE INDENTURE, AS
AMENDED HEREBY, EACH OF THE OTHER RELATED DOCUMENTS, AND THIS AMENDMENT ARE TRUE
AND CORRECT; AND (II) NO EVENT OF DEFAULT, MANAGER DEFAULT, UCI EVENT, TRIGGER
EVENT OR PROSPECTIVE TRIGGER EVENT HAS OCCURRED AND IS CONTINUING;
(C)
EACH OF THE DEAL AGENT AND THE CONTROL PARTY HAS RECEIVED A
CERTIFIED COPY OF THE RESOLUTIONS OF THE ISSUER APPROVING THIS AMENDMENT AND THE
OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND CERTIFYING AS OF THE
EFFECTIVE DATE THE NAMES AND TRUE SIGNATURES OF PERSONS AUTHORIZED TO SIGN THIS
AMENDMENT ON BEHALF OF THE ISSUER;
(D)
EACH OF THE DEAL AGENT AND THE CONTROL PARTY SHALL HAVE RECEIVED A
CERTIFICATE FROM THE MANAGER DATED AS OF THE EFFECTIVE DATE IN SUBSTANTIALLY THE
FORM OF EXHIBIT B ATTACHED HERETO;
(E)
THE CONTROL PARTY SHALL HAVE RECEIVED AN OPINION OF GARDERE WYNNE
SEWELL LLP, AS COUNSEL TO UCI, OLD LESSEE AND THE ISSUER, WITH RESPECT TO A
"TRUE SALE" ANALYSIS OF (I) THE TRANSFERS OF COMPRESSORS FROM OLD LESSOR TO THE
ISSUER AND (II) THE TRANSFERS OF COMPRESSORS AFTER THE CLOSING DATE BY UCI TO
THE ISSUER, IN EACH CASE AFTER GIVING EFFECT TO THE SALES CONTEMPLATED BY
SECTION 4 OF THIS AMENDMENT AND THE AMENDMENTS OF THE INDENTURE DESCRIBED IN
THIS AMENDMENT, AND WITH RESPECT TO SUCH OTHER BANKRUPTCY MATTERS AS THE CONTROL
PARTY MAY REASONABLY REQUEST, IN FORM, SCOPE AND SUBSTANCE REASONABLY
SATISFACTORY TO THE CONTROL PARTY;
(F)
THE CONTROL PARTY SHALL HAVE RECEIVED PAYMENT OF AN AMENDMENT FEE