SENIOR SECURED CREDIT AGREEMENT Dated as of October 20, 2006 Among UNIVERSAL COMPRESSION, INC., as Co-US Borrower and Guarantor, UNIVERSAL COMPRESSION HOLDINGS, INC., as Co-US Borrower and Guarantor, UNIVERSAL COMPRESSION CANADA, LIMITED PARTNERSHIP,...

Exhibit 10.1

SENIOR SECURED CREDIT AGREEMENT

Dated as of October 20, 2006

Among

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

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

UNIVERSAL COMPRESSION CANADA, LIMITED PARTNERSHIP,
as Co-Canadian Borrower,

UC CANADIAN PARTNERSHIP HOLDINGS COMPANY,
as Co-Canadian Borrower,

WACHOVIA BANK, NATIONAL ASSOCIATION,
as US Administrative Agent,

WACHOVIA CAPITAL FINANCE CORPORATION (CANADA),
as Canadian Administrative Agent,

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Syndication Agent,

JPMORGAN CHASE BANK, N.A. AND THE BANK OF NOVA SCOTIA,
as Co-Documentation Agents,

AND

THE LENDERS SIGNATORY HERETO

Arranged by:

WACHOVIA CAPITAL MARKETS, LLC AND DEUTSCHE BANK SECURITIES INC.
as Joint Lead Arrangers and Joint Book Runners

$500,000,000 Senior Secured Credit Facilities

TABLE OF CONTENTS

				Page
ARTICLE I Definitions and Accounting Matters					2
Section 1.01		Terms Defined Above			2
Section 1.02		Certain Defined Terms			2
Section 1.03		Accounting Terms and Determinations			30
Section 1.04		References and Titles			30
ARTICLE II Commitments					31
Section 2.01		Loans and Letters of Credit			31
Section 2.02		Borrowings, Continuations and Conversions, Letters of Credit			34
Section 2.03		Changes of Commitments			36
Section 2.04		Fees			38
Section 2.05		Several Obligations			39
Section 2.06		Notes			39
Section 2.07		Prepayments			40
Section 2.08		Reserved			41
Section 2.09		Assumption of Risks			41
Section 2.10		Obligation to Reimburse and to Prepay			42
Section 2.11		Lending Offices			44
Section 2.12		Bankers’ Acceptances and BA Equivalent Loans			44
Section 2.13		Joint and Several Liability of the Borrowers			49
Section 2.14		Conditions for Holdings to Become Sole US Borrower			51
Section 2.15		Commitment Increase			52
ARTICLE III Payments of Principal and Interest					54
Section 3.01		Repayment of Loans			54
Section 3.02		Interest			54
ARTICLE IV Payments; Pro Rata Treatment; Computations; Etc.					56
Section 4.01		Payments			56
Section 4.02		Pro Rata Treatment			57
Section 4.03		Computations			57
Section 4.04		Agent Reliance			57
Section 4.05		Set-off, Sharing of Payments, Etc.			58
Section 4.06		Taxes			59
ARTICLE V Capital Adequacy					62
Section 5.01		Additional Costs			62
Section 5.02		Limitation on US Dollar LIBOR Loans			64
Section 5.03		Illegality			64
Section 5.04		US Dollar Base Rate Loans Pursuant to   Sections 5.01, 5.02 and 5.03			64
Section 5.05		Compensation			65
Section 5.06		Replacement Lenders			66

				Page
ARTICLE VI Conditions Precedent					67
Section 6.01		Effectiveness			67
Section 6.02		Loans and Letters of Credit			70
Section 6.03		Conditions Precedent for the Benefit of Lenders			71
Section 6.04		Conditions Precedent to the Term Loans and Commitment Increases			71
Section 6.05		No Waiver			72
Section 6.06		Canadian Tranche Borrowings			72
ARTICLE VII Representations and Warranties of US Borrowers					72
Section 7.01		Legal Existence			72
Section 7.02		Financial Condition			72
Section 7.03		Litigation			73
Section 7.04		No Breach			73
Section 7.05		Authority			73
Section 7.06		Approvals			73
Section 7.07		Use of Loans			73
Section 7.08		ERISA			74
Section 7.09		Taxes			74
Section 7.10		Titles, Etc.			74
Section 7.11		No Material Misstatements			74
Section 7.12		Investment Company Act			75
Section 7.13		Reserved			75
Section 7.14		Subsidiaries			75
Section 7.15		Location of Business and Offices			75
Section 7.16		Defaults			75
Section 7.17		Environmental Matters			75
Section 7.18		Compliance with the Law			76
Section 7.19		Insurance			76
Section 7.20		Hedging Agreements			77
Section 7.21		Restriction on Liens			77
ARTICLE VIII Representations and Warranties of Canadian Borrowers					77
Section 8.01		Legal Existence			77
Section 8.02		No Breach			77
Section 8.03		Authority			78
Section 8.04		Approvals			78
Section 8.05		Defaults			78
Section 8.06		Income Tax Act (Canada)			78
Section 8.07		Use of Loans			78
ARTICLE IX Affirmative Covenants					78
Section 9.01		Reporting Requirements			78
Section 9.02		Litigation			80
Section 9.03		Maintenance, Etc.			80
Section 9.04		Environmental Matters			81
Section 9.05		Further Assurances			81

				Page
Section 9.06		Performance of Obligations			82
Section 9.07		Reserved			82
Section 9.08		Reserved			82
Section 9.09		Collateral			82
Section 9.10		Notice of an ERISA Event			83
Section 9.11		Ownership of the General Partner			83
ARTICLE X Negative Covenants					83
Section 10.01		Debt			83
Section 10.02		Liens			84
Section 10.03		Investments			85
Section 10.04		Dividends, Distributions and Redemptions			86
Section 10.05		Reserved			86
Section 10.06		Nature of Business			86
Section 10.07		Reserved			86
Section 10.08		Mergers, Etc.			86
Section 10.09		Proceeds of Notes; Letters of Credit			87
Section 10.10		Reserved			87
Section 10.11		Sale or Discount of Receivables			87
Section 10.12		Fiscal Year Change			87
Section 10.13		Certain Financial Covenants			87
Section 10.14		Sale of Properties			87
Section 10.15		Environmental Matters			89
Section 10.16		Transactions with Affiliates			89
Section 10.17		Subsidiaries			89
Section 10.18		Negative Pledge Agreements			89
Section 10.19		The General Partner			90
ARTICLE XI Events of Default; Remedies					90
Section 11.01		Events of Default			90
Section 11.02		Remedies			92
Section 11.03		Letters of Credit			94
ARTICLE XII The Administrative Agent					95
Section 12.01		Appointment, Powers and Immunities of the Administrative Agents			95
Section 12.02		Reliance by the Administrative Agents			96
Section 12.03		Defaults			96
Section 12.04		Rights as a Lender			96
Section 12.05		Indemnification			96
Section 12.06		Non-Reliance on the Administrative Agents and other Lenders			97
Section 12.07		Action by the Administrative Agents			97
Section 12.08		Resignation or Removal of the Administrative Agents			98
Section 12.09		Notification by US Administrative Agent			98
Section 12.10		Joint Lead Arrangers, Joint Book Runners, Co-Documentation Agents			98

				Page
ARTICLE XIII Miscellaneous					99
Section 13.01		Waiver			99
Section 13.02		Notices			99
Section 13.03		Payment of Expenses, Indemnities, etc.			99
Section 13.04		Amendments, Etc.			102
Section 13.05		Successors and Assigns			102
Section 13.06		Assignments and Participations			102
Section 13.07		Invalidity			104
Section 13.08		Counterparts			104
Section 13.09		Reserved			104
Section 13.10		Survival			105
Section 13.11		Reserved			105
Section 13.12		No Oral Agreements			105
Section 13.13		Governing Law; Submission to Jurisdiction			105
Section 13.14		Interest			106
Section 13.15		Confidentiality			107
Section 13.16		Effectiveness			108
Section 13.17		Exculpation Provisions			108
Section 13.18		Hedging Agreements			109
Section 13.19		USA Patriot Act Notice			109
Section 13.20		Restatement			109
ARTICLE XIV GUARANTY					109
Section 14.01		The Guaranty			109
Section 14.02		Subrogation			110

EXHIBITS AND SCHEDULES

Exhibit A-1		-		Form of US Revolving Note
Exhibit A-2		-		Form of Canadian Revolving Note
Exhibit A-3		-		Form of Term Note
Exhibit A-4		-		Form of BA Equivalent Note
Exhibit B-1		-		Form of US Borrowing, Continuation and Conversion Request
Exhibit B-2		-		Form of Canadian Borrowing, Continuation and Conversion Request
Exhibit C-1		-		Form of Compliance Certificate (Condition to Close)
Exhibit C-2		-		Form of Compliance Certificate (Ongoing)
Exhibit D		-		List of Security Instruments
Exhibit E		-		Form of Assignment Agreement
Exhibit F		-		Form of Letter of Credit Application
Exhibit G		-		Form of Election Certificate
Exhibit H-1		-		Form of Commitment Increase Certificate
Exhibit H-2		-		Form of Additional Lender Certificate

Schedule 2.01(b)		-		Existing Letters of Credit
Schedule 6.01(q)		-		Excepted Property

Schedule 7.02		-		Liabilities
Schedule 7.03		-		Litigation
Schedule 7.09		-		Taxes
Schedule 7.10		-		Titles, Etc.
Schedule 7.14		-		Subsidiaries
Schedule 7.20		-		Hedging Agreements
Schedule 7.21		-		Restriction on Liens
Schedule 9.09		-		Excluded Collateral
Schedule 10.01		-		Debt
Schedule 10.02		-		Liens
Schedule 10.03		-		Investments, Loans and Advances
Schedule 10.16		-		Transactions with Affiliates

     THIS SENIOR SECURED CREDIT AGREEMENT dated as of October 20, 2006, 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”); UNIVERSAL COMPRESSION CANADA, LIMITED PARTNERSHIP, a Nova Scotia limited partnership (a “Canadian Borrower” and sometimes referred to herein as “Universal Canada”) and UC CANADIAN PARTNERSHIP HOLDINGS COMPANY, a Nova Scotia unlimited liability company, in its individual capacity and not in its capacity as the general partner of Universal Canada (a “Canadian Borrower” and sometimes referred to herein as “UC Canadian Holdings”, together with Universal Canada, the “Canadian Borrowers”); 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”); WACHOVIA CAPITAL FINANCE CORPORATION (CANADA), individually and as Canadian administrative agent for the Lenders (herein, together with its successors in such capacity, the “Canadian Administrative Agent”); DEUTSCHE BANK TRUST COMPANY AMERICAS, individually and as syndication agent (herein, together with its successors in such capacity, the “Syndication Agent”); WACHOVIA CAPITAL MARKETS, LLC (“Wachovia Securities”) and DEUTSCHE BANK SECURITIES INC. (“DBSI” and together with Wachovia Securities and their successors in such capacity, the “Joint Lead Arrangers” and “Joint Book Runners”); JPMORGAN CHASE BANK, N.A. (“JPMorgan”) and THE BANK OF NOVA SCOTIA (“Scotia” and together with JPMorgan and their successors in such capacity, the “Co-Documentation Agents”); and each of the lenders that is a signatory hereto or which becomes a signatory hereto pursuant to Section 13.06 (individually, together with its successors and assigns, a “Lender” and, collectively, the “Lenders”).

R E C I T A L S

     A. On January 14, 2005, the US Borrowers, UC Canadian Holdings, certain lenders, the US Administrative Agent and the Canadian Administrative Agent entered into that certain Senior Secured Credit Agreement, as amended on September 22, 2005 by that First Amendment (as amended, modified or restated from time to time, the “Existing Credit Agreement”).

     B. The Borrowers, the Lenders and the Administrative Agents mutually desire to replace the Existing Credit Agreement in its entirety to, among other things, add Universal Canada as a Canadian Borrower.

     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 to replace the Existing Credit Agreement and carry forward the outstanding indebtedness thereunder as follows:

ARTICLE I
Definitions and Accounting Matters

     Section 1.01 Terms Defined Above. As used in this Senior Secured Credit Agreement, the terms “Canadian Administrative Agent,” “Canadian Borrower,” “DBSI,” “Existing Credit Agreement,” “Guarantor,” “Holdings,” “Joint Book Runners,” “Joint Lead Arrangers,” “Lender,” “Lenders,” “Syndication Agent,” “UC Canadian Holdings,” “UCI,” “Universal Canada,” “US Administrative Agent,” “US Borrower” and “Wachovia Securities” shall have the meanings indicated above. The following terms which are defined in the Uniform Commercial Code in effect in the State of Texas on the date hereof are used herein as so defined: Accounts, Chattel Paper, Documents, Equipment, General Intangibles, Instruments and Inventory.

     Section 1.02 Certain Defined Terms. As used herein, the following terms shall have the following meanings (all terms defined in this ARTICLE I or in other provisions of this Senior Secured Credit Agreement in the singular to have equivalent meanings when used in the plural and vice versa):

     “ABS Facility” shall mean that certain $225,000,000 asset backed securitization facility under that certain Indenture dated October 28, 2005, between UCO Compression 2005 LLC, as Issuer, and ▇▇▇▇▇ Fargo Bank, National Association, as Indenture Trustee, as amended, modified, supplemented, restated, refinanced, or replaced by another non-recourse facility or increased by another non-recourse facility as permitted under Section 10.01(b) with terms no more restrictive than those existing in the ABS Facility as of the Closing Date.

     “ABS Subsidiary” shall mean UCO Compression 2005 LLC and any other Subsidiary certified by the Borrowers to be involved in or created in connection with or as a requirement of the ABS Facility.

     “Acceptance Date” shall mean any date, which must be a Business Day, on which a Bankers’ Acceptance is or is to be issued or a BA Equivalent Loan is or is to be made.

     “Acceptance Fees” shall mean an amount for each Bankers’ Acceptance and BA Equivalent Loan equal to the product of the Applicable Margin for Acceptance Fees times the Principal Amount of such Bankers’ Acceptance or BA Equivalent Loan times the Term/365.

     “Accepting Lender” shall mean any Canadian Tranche Revolving Lender that has accepted a Bankers’ Acceptance issued by (or advanced a BA Equivalent Loan to) the Canadian Borrowers under this Agreement.

     “Additional Lender” shall have the meaning assigned such term in Section 2.15(a).

     “Additional Lender Certificate” shall have the meaning assigned such term in Section 2.15(b)(iii).

     “Adjusted EBITDA” shall mean for any Testing Period the sum of (i) EBITDA of Holdings and its Consolidated Subsidiaries (excluding all Subsidiary EBITDA) for such Testing Period and (ii) cash from distributions attributable to the ownership of GP Interests, LP Units and

IDRs received by Holdings or its Restricted Subsidiaries during such Testing Period, on an Annualized Basis and (iii) cash from distributions attributable to the ownership of Subordinated Units received by Holdings and its Restricted Subsidiaries during such Testing Period, on an Annualized Basis; provided that for so long as quarterly distributions on each Subordinated Unit is less than $0.4025 (or such other amount as adjusted pursuant to the UCLP Partnership Agreement), cash from distributions attributable to the ownership of Subordinated Units will be limited to actual cash distributions received by Holding and its Restricted Subsidiaries from the Subordinated Units during such Testing Period. In each case, with respect to (ii) and (iii) above, adjusted for any dividend restrictions imposed on UCLP under its or any of its Subsidiaries’ credit facilities as if such dividend restriction was in effect for the entire Testing Period.

     “Administrative Agents” shall mean collectively, the US Administrative Agent and the Canadian Administrative Agent.

     “Affected Loans” shall have the meaning assigned such term in Section 5.04.

     “Affiliate” of any Person shall mean (a) any Person directly or indirectly controlled by, controlling or under common control with such first Person, (b) any director or officer of such first Person or of any Person referred to in clause (a) above and (c) if any Person in clause (a) above is an individual, any member of the immediate family (including parents, spouse and children) of such individual and any trust whose principal beneficiary is such individual or one or more members of such immediate family and any Person who is controlled by any such member or trust. For purposes of this definition, any Person which owns directly or indirectly 10% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation or 10% or more of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to “control” (including, with its correlative meanings, “controlled by” and “under common control with”) such corporation or other Person.

     “Aggregate Commitments” shall mean, collectively the Aggregate Revolving Commitments and the Aggregate Term Commitments.

     “Aggregate Credit Exposure” shall mean the aggregate Principal Amount of all Loans and LC Exposure outstanding at such time.

     “Aggregate Revolving Commitments” at any time shall equal the sum of (a) the Aggregate US Tranche Commitments and (b) the Canadian Allocated Total Commitments. The initial Aggregate Revolving Commitments are $500,000,000.

     “Aggregate Term Commitments” at any time shall equal the sum of the Term Commitments of all Term Loan Lenders, as the same may be reduced pursuant to Section 2.03(a) or increased pursuant to Section 2.15(a). The initial Aggregate Term Commitments are $0.00.

     “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 2.15(a). The initial Aggregate US Tranche Commitments are $475,000,000.

     “Agreement” shall mean this Senior Secured Credit Agreement, as the same may from time to time be amended or supplemented.

     “Alternate Currency” shall mean such foreign currencies which are readily convertible into US Dollars and are acceptable to the US Administrative Agent.

     “Annualized Basis” shall mean the process of multiplying the amount of the cash distributions received during Holdings’ most recent fiscal quarter by four.

     “Applicable Administrative Agent” shall mean (a) with respect to a Loan or Borrowing made or a Letter of Credit issued under the US Tranche or the Term Loan Facility, the US Administrative Agent and (b) with respect to a Loan or Borrowing made under the Canadian Tranche, the Canadian Administrative Agent.

     “Applicable Borrower” shall mean (a) with respect to a Loan or Borrowing made or a Letter of Credit issued under the US Tranche or the Term Loan Facility, the US Borrowers and (b) with respect to a Loan or Borrowing made under the Canadian Tranche, the Canadian Borrowers.

     “Applicable Lenders” shall mean (a) with respect to a Loan or Borrowing made or a Letter of Credit issued under the US Tranche, the US Tranche Revolving Lenders, (b) with respect to a Loan or Borrowing made under the Canadian Tranche, the Canadian Tranche Revolving Lenders and (c) with respect to a Loan or Borrowing made under the Term Loan Facility, the Term Loan Lenders.

     “Applicable Lending Office” shall mean, for each Lender and for each Type of Loan, the lending office of such Lender (or a Lender Affiliate) designated for such Type of Loan on the signature pages hereof or such other offices of such Lender (or of a Lender Affiliate) as such Lender may from time to time specify to the Applicable Administrative Agent and the Applicable Borrower as the office by which its Loans of such Type are to be made and maintained.

     “Applicable Margin” shall mean:

          (a) In respect of the Term Loan Facility, a percentage per annum as set forth in the Term Loan Assumption Agreement.

          (b) In respect of the Revolving Credit Facility and Commitment Fees, a percentage per annum determined by reference to the Index Debt Ratings by ▇▇▇▇▇’▇ and S&P, respectively, applicable on such date, as set forth below:

Applicable Margin
						US Dollar Base Rate
		US Dollar LIBOR Loans				Loans and Canadian Prime
Index Debt Rating		and Acceptance Fees (bps)				Rate Loans (bps)				Commitment Fees
Category 1			87.5				0				.15	%
BBB-/Baa3 or better
Category 2			100				0				.20	%
BB+/Ba1
Category 3			125				25				.25	%
BB/Ba2
Category 4			150				50				.30	%
BB-/Ba3
Category 5			175				75				.375	%
B+/B1
Category 6			200				100				.375	%
B/B2 or worse

     For purposes of determining the Applicable Margin, the US Borrowers’ initial Index Debt Rating will be Category 3. If the Index Debt Ratings established or deemed to have been established by ▇▇▇▇▇’▇ and S&P shall fall within different Categories, the Applicable Margin shall be based (i) if the differential is one level, the lower number of the Categories, or (ii) if the differential is more than one level, the Category number immediately higher than the lowest. If the Index Debt Ratings established or deemed to have been established by ▇▇▇▇▇’▇ and S&P shall be changed (other than as a result of a change in the rating system of ▇▇▇▇▇’▇ or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency, irrespective of when notice of such change shall have been furnished by Holdings to the US Administrative Agent pursuant to Section 9.01 or otherwise. Each change in the Applicable Margin shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of ▇▇▇▇▇’▇ or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, Holdings and the US Tranche Revolving Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Margin shall be determined by reference to the rating of such agency most recently in effect prior to such change or cessation. For purposes of the foregoing, if both ▇▇▇▇▇’▇ and S&P shall not have in effect an Index Debt Rating (other than by reason of the circumstances referred to in the immediately preceding sentence of this definition), then such agencies shall be deemed to have established an Index Debt Rating in Category 6.

     “Assignment” shall have the meaning assigned such term in Section 13.06(b).

     “BA Equivalent Loan” shall mean an advance in Canadian Dollars made by a Canadian Tranche Revolving Lender to the Canadian Borrowers evidenced by a BA Equivalent Note.

     “BA Equivalent Note” shall mean a promissory note executed and delivered by the Canadian Borrowers to a Canadian Tranche Revolving Lender in substantially the form of Exhibit A-4 or by each Canadian Tranche Revolving Lender pursuant to the power of attorney in Section 2.12(b).

     “BA Exposure” shall mean at any time, with respect to any Accepting Lender, the aggregate Principal Amount of Bankers’ Acceptances and BA Equivalent Loans to be paid by the Canadian Borrowers to the Canadian Administrative Agent at the Canadian Principal Office for which the Canadian Borrowers have not reimbursed such Accepting Lender.

     “BA Maturity Date” shall mean the date on which a Bankers’ Acceptance is payable or a BA Equivalent Note matures in accordance with Section 2.12(a)(ii).

     “BA Net Proceeds” shall mean in respect of any Bankers’ Acceptance or BA Equivalent Loan, the amount (rounded to the nearest whole cent with one-half of one cent being rounded up) determined in accordance with the formula set forth below, less the Acceptance Fee applicable to such Bankers’ Acceptance or BA Equivalent Loan. The BA Net Proceeds of any Bankers’ Acceptance or BA Equivalent Loan shall be equal to the Principal Amount of such Bankers’ Acceptance or BA Equivalent Loan times the Price. For purposes of this definition, the “Price” of any Bankers’ Acceptance or BA Equivalent Loan shall equal {1 / [1 + (Bankers’ Acceptance Rate X Term/365)]} and shall be expressed as a decimal and be rounded to the nearest 1/10000 of 1%, with 0.0000005 being rounded up.

     “Bankers’ Acceptance Rate” shall mean in respect of a Bankers’ Acceptance accepted by an Accepting Lender on any date or a BA Equivalent Loan being advanced by such Accepting Lender on any date, (a) for a Canadian Tranche Revolving Lender which is a Major Schedule I Lender, the CDOR Rate, and (b) for a Canadian Tranche Revolving Lender which is not a Major Schedule I Lender, the CDOR Rate plus 10 basis points.

     “Bankers’ Acceptances” shall mean bankers’ acceptances denominated in Canadian Dollars in the form of either a depository ▇▇▇▇, as defined in the DBNA, or a blank non-interest bearing ▇▇▇▇ of exchange, as defined in the Bills of Exchange Act (Canada), in either case issued by the Canadian Borrowers and accepted by a Canadian Tranche Revolving Lender (and, if applicable, purchased by such Canadian Tranche Revolving Lender) at the request of the Canadian Borrowers, such depository ▇▇▇▇ or ▇▇▇▇ of exchange to be substantially in the standard form of such Canadian Tranche Revolving Lender.

     “Bankruptcy Code” shall mean the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

     “Borrowers” shall mean collectively the US Borrowers and the Canadian Borrowers.

     “Borrowing” shall mean Loans of the same Type, made, converted or continued on the same date and, in the case of US Dollar LIBOR Loans and in the case of Bankers’ Acceptances or BA Equivalent Loans, as to which a single Interest Period is in effect.

     “Business Day” shall mean, other than for Letters of Credit, any day other than a day on which commercial banks are authorized or required to close in North Carolina for purposes of the US Tranche and the Term Loan Facility, and in North Carolina and in ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ for purposes of the Canadian Tranche, and, where such term is used in the definition of “Quarterly Date” or if such day relates to a Borrowing or

continuation of, a payment or prepayment of principal of or interest on, or a conversion of or into, or the Interest Period for, a US Dollar LIBOR Loan or a notice by a Borrower with respect to any such Borrowing or continuation, payment, prepayment, conversion or Interest Period, any day which is also a day on which dealings in US Dollar deposits are carried out in the London interbank market. With respect to Letters of Credit, “Business Day” shall mean any day other than a day on which commercial banks are authorized or required to close in the domicility of the respective Issuing Bank and confirming bank.

     “CAM Exchange” means the exchange of the Lender’s interests provided for in Section 11.02(c).

     “CAM Exchange Date” means the date on which there shall occur an acceleration of Loans pursuant to Section 11.02(a) or Section 11.02(b).

     “CAM Percentage” means, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Credit Exposure of such Lender for all Tranches (determined by the US Dollar Equivalent Amount for its Canadian Tranche Credit Exposure prevailing on the CAM Exchange Date and determined by the US Dollar Equivalent for its LC Exposure in Offshore Currency Letters of Credit prevailing on the CAM Exchange Date) and (b) the denominator shall be the Aggregate Credit Exposure (determined by the US Dollar Equivalent Amount for the Canadian Tranche Credit Exposure of all Canadian Tranche Revolving Lenders as of the CAM Exchange Date and determined by the US Dollar Equivalent for the LC Exposure in Offshore Currency Letters of Credit of all Lenders as of the CAM Exchange Date).

     “Canadian Allocated Commitment” shall mean as to each Canadian Tranche Revolving Lender, the percentage set forth in the column titled “Canadian Tranche Percentage” as set forth opposite such Canadian Tranche Revolving Lender’s name on such documentation on file with the US Administrative Agent or in the Assignment pursuant to which such Canadian Tranche Revolving Lender becomes a party hereto, as applicable, of the Canadian Allocated Total Commitments.

     “Canadian Allocated Maximum Total Commitments” shall mean the aggregate maximum Canadian Allocated Commitments of all Canadian Tranche Revolving Lenders as set forth opposite such Canadian Tranche Revolving Lender’s name on such documentation on file with the US Administrative Agent or in the Assignment pursuant to which such Canadian Tranche Revolving Lender becomes party hereto, as applicable. The Canadian Allocated Maximum Total Commitments are $75,000,000.

     “Canadian Allocated Total Commitments” shall mean the aggregate amount of the US Tranche Commitments allocated by the US Borrowers from time to time as the Canadian Allocated Total Commitments pursuant to Section 2.03(c), not to exceed the Canadian Allocated Maximum Total Commitments. The Canadian Allocated Total Commitments may be terminated pursuant to Section 2.03(d), Section 5.06 or ARTICLE XI. The initial Canadian Allocated Total Commitments are $25,000,000.

     “Canadian Allocation Period” shall mean any time during which either (a) the US Borrowers have allocated any portion of the US Tranche Commitments as the Canadian Allocated Total Commitments pursuant to Section 2.03(c) or (b) the Canadian Tranche Credit Exposure exceeds zero.

     “Canadian Commitment Fee” shall have the meaning assigned such term in Section 2.04(a)(ii).

     “Canadian Dollars” or “C$” shall mean lawful money of Canada.

     “Canadian Prime Rate” shall mean, at any time, the greater of (a) the rate from time to time publicly announced by the Canadian Reference Bank as its prime rate in effect for determining interest rates on Canadian Dollar denominated commercial loans in Canada, and (b) the annual rate of interest equal to the sum of (i) the 30-day CDOR Rate at such time and (ii) one percent (1%) per annum.

     “Canadian Prime Rate Loans” shall mean Loans denominated in Canadian Dollars that bear interest at a rate based upon the Canadian Prime Rate.

     “Canadian Principal Office” shall mean the principal office of the Canadian Administrative Agent, which, on the date of this Agreement is located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ M5H 3L9, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇).

     “Canadian Reference Bank” shall mean the Bank of Montreal, or its successors and assigns, or one of the Major Schedule I Lenders as the US Administrative Agent may from time to time designate.

     “Canadian Tranche” shall mean the Canadian Allocated Commitments and the Canadian Tranche Loans.

     “Canadian Tranche Borrowing” shall mean a Borrowing comprised of Canadian Tranche Loans.

     “Canadian Tranche Credit Exposure” shall mean at any time, the US Dollar Equivalent Amount of the aggregate Principal Amount of the Canadian Tranche Loans at such time. The Canadian Tranche Credit Exposure of any Canadian Tranche Revolving Lender at any time shall be the US Dollar Equivalent Amount of the aggregate Principal Amount of the Canadian Tranche Loans owed to such Lender at such time.

     “Canadian Tranche Loan” shall mean any Revolving Loan (including Canadian Prime Rate Loans, Bankers’ Acceptances, BA Equivalent Loans, US Dollar LIBOR Loans and US Dollar Base Rate Loans) made by the Canadian Tranche Revolving Lenders pursuant to Section 2.01(a)(iii) or Section 2.12, as applicable.

     “Canadian Tranche Percentage” shall mean:

     (a) at any time during which the US Tranche Commitments remain outstanding, with respect to each Canadian Tranche Revolving Lender, the percentage set forth in the column titled “Canadian Tranche Percentage” of such Canadian Tranche Revolving Lender as set forth opposite such Canadian Tranche Revolving Lender’s name on such documentation on file with the US Administrative Agent or in the Assignment pursuant to which such Canadian Tranche Revolving Lender becomes a party hereto; and

     (b) upon the termination of the Aggregate Revolving Commitments pursuant to Section 11.02, with respect to each Canadian Tranche Revolving Lender, a fraction (expressed as a percentage, carried out to the sixth decimal place), the numerator of which is the Canadian Tranche Credit Exposure of such Canadian Tranche Revolving Lender, and the denominator of which is the Canadian Tranche Credit Exposure of all Canadian Tranche Revolving Lenders.

     As of the Closing Date, the Canadian Tranche Percentage of each Canadian Tranche Revolving Lender is set forth opposite the name of such Canadian Tranche Revolving Lender on such documentation on file with the US Administrative Agent or in the Assignment pursuant to which such Canadian Tranche Revolving Lender becomes a party hereto, as applicable.

     “Canadian Tranche Revolving Lender” shall mean a Lender with a Canadian Allocated Commitment or with outstanding Canadian Tranche Loans that is, for the purposes of the Income Tax Act (Canada) in force as of the date that such Lender acquires a Canadian Allocated Commitment, either (a) not a non-resident of Canada for purposes of the Income Tax Act (Canada), or (b) a deemed resident of Canada for purposes of Part XIII of the Income Tax Act (Canada) and that has, as part of its business carried on in Canada, a Canadian Allocated Commitment, and, in the case of clauses (a) and (b), is an Affiliate of a US Tranche Revolving Lender.

     “Capital Lease” shall mean a lease of (or other arrangement conveying the right to use) real and/or personal Property, or a combination thereof, with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a Debt in accordance with GAAP.

     “Capital Lease Obligations” shall mean, as to any Person, all obligations of such Person as lessee under any Capital Lease, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

     “Capital Stock” shall mean, (a) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock and (b) with respect to any Person that is not a corporation, any and all partnerships or other equity interests of such Person.

     “CDOR Rate” shall mean, on any day, the annual rate of interest which is the rate applicable to Canadian Dollar bankers’ acceptances appearing on the “Reuters Screen CDOR Page” (as defined in the International Swap Dealer Association, Inc, definitions, as modified and amended from time to time) as of 10:00 a.m. Eastern time on such day for bankers’ acceptances having for purposes of calculating the Canadian Prime Rate a maturity of 30 days and for purposes of Bankers’ Acceptances and BA Equivalent Notes a comparable maturity date to the maturity date of such issue of Bankers’ Acceptances and BA Equivalent Notes; provided that if such rate does not appear on the Reuters Screen CDOR Page as contemplated, then the CDOR Rate on any day shall be the rate applicable to such Canadian Dollar bankers’ acceptances of comparable maturity date quoted by one of the Major Schedule I Lenders selected by the US Administrative Agent as of 10:00 a.m. Eastern time on such day.

     “CERCLA” shall have the meaning assigned such term in the definition of Environmental Laws.

     “Change of Control” means the occurrence of one or more of the following events: (a) the approval by the holders of Capital Stock of Holdings of any plan or proposal for the liquidation or dissolution of Holdings (whether or not otherwise in compliance with the provisions of this Agreement); (b) any Person or “group” within the meaning of Section 13(d) of the Exchange Act shall become the “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares representing more than 50% of the aggregate voting power represented by the Capital Stock of Holdings; (c) the replacement of a majority of the Board of Directors of Holdings over a two-year period from the directors who constituted the Board of Directors of Holdings at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the Board of Directors of Holdings then still in office who either were members of such Board of Directors at the beginning of such period or whose election as a member of such Board of Directors was previously so approved; (d) Holdings shall cease to own, directly or indirectly, 100% of the issued and outstanding shares of Capital Stock of the Canadian Borrowers while any Canadian Tranche Loans are outstanding or any Canadian Allocated Commitments remain in effect; or (e) Holdings shall cease to own, directly or indirectly, 100% of the issued and outstanding shares of Capital Stock of UCI.

     “Closing Date” shall mean October 20, 2006.

     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time and any successor statute.

     “Collateral” shall mean all Property of the US Borrowers and the Subsidiary Guarantors which is secured by a Lien under the Security Instruments.

     “Combined Revolving Credit Exposure” shall mean at any time, the sum of (a) the US Tranche Credit Exposure at such time, and (b) the Canadian Tranche Credit Exposure at such time.

     “Commitment Fees” shall mean collectively, the Canadian Commitment Fee and the US Commitment Fee.

     “Commitment Increase” shall have the meaning assigned such term in Section 2.15(a).

     “Commitment Increase Certificate” shall have the meaning assigned such term in Section 2.15(b)(ii).

     “Compression Assets” shall mean all or any portion of any Person’s compression services or rental contracts, compression services customer relationships and compression equipment.

     “Confidential Information” shall have the meaning assigned such term in Section 13.15.

     “Consolidated Net Income” shall mean for any period, the aggregate of the net income (or loss) of any Person and its Consolidated Subsidiaries after allowances for taxes for such period, determined on a consolidated basis in accordance with GAAP; provided that there shall

be excluded from such net income (to the extent otherwise included therein) the following: (a) the net income of any Person in which it or any of its Consolidated Subsidiary has an interest (which interest does not cause the net income of such other Person to be consolidated with the net income of it and its Consolidated Subsidiaries in accordance with GAAP), except to the extent of the amount of dividends or distributions actually paid in such period by such other Person to it or to a Consolidated Subsidiary, as the case may be; (b) the net income (but not loss) of any Consolidated Subsidiary to the extent that the declaration or payment of dividends or similar distributions or transfers or loans by that Consolidated Subsidiary is not at the time permitted by operation of the terms of its charter or any agreement, instrument or Governmental Requirement applicable to such Consolidated Subsidiary, or is otherwise restricted or prohibited in each case determined in accordance with GAAP; provided that upon the removal of such restriction, the aggregate net income previously excluded within the last four (4) fiscal quarters shall be added to the net income for the same quarters; (c) any extraordinary gains or losses, including gains or losses attributable to Property sales not in the ordinary course of business; (d) the cumulative effect of a change in accounting principles and any gains or losses attributable to writeups or write downs of assets; (e) gains, losses or other charges as a result of the early retirement of Debt; and (f) non-cash gains or losses as a result of foreign currency adjustments.

     “Consolidated Net Tangible Assets” shall mean, with respect to Holdings as of any date, the sum of the amounts that would appear on a consolidated balance sheet of Holdings and its Consolidated Subsidiaries as the total assets of Holdings and its Consolidated Subsidiaries, determined on a consolidated basis in accordance with GAAP and after deducting therefrom, to the extent otherwise included, unamortized debt discount and expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses, organization or development expenses and other intangible items.

     “Consolidated Subsidiaries” shall mean each Subsidiary of a Person (whether now existing or hereafter created or acquired) the financial statements of which shall be (or should have been) consolidated with the financial statements of such Person in accordance with GAAP.

     “Credit Exposure” shall mean at any time for any Lender (a) for the Canadian Tranche such Lender’s Canadian Tranche Credit Exposure, (b) for the US Tranche such Lender’s US Tranche Credit Exposure and (c) for the Term Tranche such Lender’s Term Credit Exposure.

     “DB” shall mean Deutsche Bank Trust Company Americas and its successors.

     “DBNA” shall mean the Depository Bills and Notes Act (Canada).

     “Debt” shall mean, for any Person the sum of the following (without duplication): (a) all obligations of such Person (whether created or assumed) for borrowed money or evidenced by bonds, debentures, notes or other similar instruments; (b) all obligations of such Person (whether contingent or otherwise) in respect of bankers’ acceptances, letters of credit, surety or other bonds and similar instruments; (c) all obligations of such Person to pay the deferred purchase price of Property or services (other than for borrowed money); (d) all Capital Lease Obligations in respect of which such Person is liable (whether contingent or otherwise); (e) all Debt (as described in the other clauses of this definition) and other obligations of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person; (f) all Debt (as described in the other clauses of this definition) and other obligations of others guaranteed by

such Person or in which such Person otherwise assures a creditor against loss of the debtor or obligations of others; (g) all obligations or undertakings of such Person to maintain or cause to be maintained the financial position or covenants of others or to purchase the Debt or Property of others; (h) obligations to deliver goods or services in consideration of payments made more than 60 days in advance of the date such goods and services are due and in excess of the sum of (A) $25,000,000 outstanding at any time and (B) up to an additional $25,000,000 outstanding at any time if such amount is approved in writing by the US Administrative Agent from time to time; provided, however, all progress payments paid in connection with a fabrication project shall be excluded; (i) obligations to pay for goods or services in the form of take-or-pay agreements or similar arrangements whether or not such goods or services are actually received or utilized by such Person; (j) any Capital Stock of such Person in which such Person has a mandatory obligation to redeem such Capital Stock; (k) any Debt (as described in the other clauses of this definition) of a Special Entity for which such Person is liable either by agreement or because of a Governmental Requirement; and (l) all net ▇▇▇▇-to-market obligations of such Person under Hedging Agreements.

     “Default” shall mean an Event of Default or an event which with notice or lapse of time or both would become an Event of Default.

     “Disclosing Parties” shall have the meaning assigned such term in Section 13.15.

     “Disposition” shall mean the sale, exchange or conveyance (including any sale and leaseback transaction) of any Property by Holdings or any of its Domestic Subsidiaries, including any sale, exchange or conveyance, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

     “Domestic Compression Assets” shall mean all or any portion of a Person’s Compression Assets located in the continental United States.

     “Domestic Compression EBITDA” shall mean the sum of (i) EBITDA of Holdings and its Consolidated Subsidiaries attributable to Domestic Compression Assets (excluding all Subsidiary EBITDA) for such Testing Period and (ii) cash from distributions attributable to the ownership of GP Interests, LP Units and IDRs received by Holdings or its Restricted Subsidiaries during such Testing Period, on an Annualized Basis and (iii) cash from distributions attributable to the ownership of Subordinated Units received by Holdings and its Restricted Subsidiaries during such Testing Period, on an Annualized Basis; provided that for so long as quarterly distributions on each Subordinated Unit is less than $0.4025 (or such other amount as adjusted pursuant to the UCLP Partnership Agreement), cash from distributions attributable to the ownership of Subordinated Units will be limited to actual cash distributions received by Holdings and its Restricted Subsidiaries from the Subordinated Units during such Testing Period. In each case, with respect to (ii) and (iii) above, adjusted for any dividend restrictions imposed on UCLP under its or any of its Subsidiaries’ credit facilities as if such dividend restriction was in effect for the entire Testing Period.

     “Domestic Subsidiary” shall mean each Restricted Subsidiary of Holdings which is not a Foreign Subsidiary.

     “Drafts” shall mean, at any time, either a depository ▇▇▇▇ within the meaning of the DBNA or a ▇▇▇▇ of exchange within the meaning of the Bills of Exchange Act (Canada) drawn by the Canadian Borrowers on a Canadian Tranche Revolving Lender but which at such time has not been completed as to the payee or accepted by such Lender or any other Person.

     “EBITDA” shall mean, for any period, the sum of Consolidated Net Income for such period plus the following consolidated expenses or charges to the extent deducted from Consolidated Net Income in such period: Total Interest Expense (or interest expense when determining EBITDA of an Unrestricted Subsidiary), taxes, depreciation, amortization and non-cash charges, provided that any cash actually paid with respect to such non-cash charges shall be deducted from EBITDA when paid. EBITDA will be adjusted on a pro forma basis (reasonably acceptable to the US Administrative Agent) for individual acquisitions and divestitures (including without limitation, transfer of assets described in the S-1) in excess of $50,000,000, including projected synergies.

     “Environmental Laws” shall mean any and all Governmental Requirements pertaining to health or the environment in effect in any and all jurisdictions in which Holdings or any Subsidiary is conducting or at any time has conducted business, or where any Property of Holdings or any Subsidiary is located, including without limitation, the Canadian Environmental Assessment Act, the Canadian Environmental Protection Act, 1999, the Environmental and Enhancement Protection Act (Alberta), the Oil Pollution Act of 1990 (“OPA”), the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of 1980 (“CERCLA”), as amended, the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976 (“RCRA”), as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Act, as amended, and other environmental conservation or protection laws. The term “oil” shall have the meaning specified in OPA, the terms “hazardous substance” and “release” (or “threatened release”) have the meanings specified in CERCLA, and the terms “solid waste” and “disposal” (or “disposed”) have the meanings specified in RCRA; provided, however, that (a) in the event either OPA, CERCLA or RCRA is amended so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such amendment and (b) to the extent the laws of the state in which any Property of Holdings or any Subsidiary is located establish a meaning for “oil,” “hazardous substance,” “release,” “solid waste” or “disposal” which is broader than that specified in either OPA, CERCLA or RCRA, such broader meaning shall apply.

     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

     “ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with Holdings or any Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

     “ERISA Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which

the 30 day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by Holdings, any Subsidiary or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by Holdings, any Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by Holdings, any Subsidiary or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by Holdings, any Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from Holdings, any Subsidiary or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

     “Event of Default” shall have the meaning assigned such term in Section 11.01.

     “Excepted Liens” shall mean: (a) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained; (b) Liens in connection with workmen’s compensation, unemployment insurance or other social security, old age pension or public liability obligations not yet due or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) operators’, vendors’, carriers’, warehousemen’s, repairmen’s, mechanics’, workmen’s, materialmen’s, construction or other like Liens arising by operation of law in the ordinary course of business or statutory landlord’s liens, each of which is in respect of obligations that have not been outstanding more than 90 days or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been maintained in accordance with GAAP; (d) any Liens reserved in leases for rent or royalties and for compliance with the terms of the leases in the case of leasehold estates, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by Holdings or any Subsidiary or materially impair the value of such Property subject thereto; (e) encumbrances (other than to secure the payment of borrowed money or the deferred purchase price of Property or services), easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any rights of way or other Property of Holdings or any Subsidiary for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals or timber, and other like purposes, or for the joint or common use of real estate, rights of way, facilities and equipment, and defects, irregularities, zoning restrictions and deficiencies in title of any rights of way or other Property which in the aggregate do not materially impair the use of such rights of way or other Property for the purposes of which such rights of way and other Property are held by Holdings or any Subsidiary or materially impair the value of such Property subject thereto; (f) deposits of cash or securities to secure the performance of bids, trade contracts, leases, performance bonds, surety and appeal bonds, statutory obligations and other obligations of a like nature incurred in the ordinary course of business; (g) Liens permitted by the Security Instruments; (h) Liens arising out of fully bonded or insured judgments; and (i) Liens

for Holdings’ or any Subsidiary’s title to Property leased under Capital Leases; provided that no intention to subordinate the first priority Lien granted in favor of the US Administrative Agent and the Lenders is to be hereby implied or expressed by the permitted existence of such Excepted Liens.

     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

     “Existing Letters of Credit” shall mean those letters of credit listed on attached Schedule 2.01(b) and all reimbursement obligations pertaining to any such letter of credit.

     “Extraordinary Receipts” shall mean any cash received by Holdings or any of its Subsidiaries from (a) proceeds of any property or casualty insurance and (b) condemnation awards (and payments in lieu thereof); provided, however, that, so long as no Event of Default has occurred and is continuing, an Extraordinary Receipt shall not include any cash receipts that do not exceed, individually or in the aggregate in any fiscal year, $10,000,000.

     “Federal Funds Rate” shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight federal funds transactions with a member of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (a) if the date for which such rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if such rate is not so published for any day, the Federal Funds Rate for such day shall be the average rate charged to the US Administrative Agent on such day on such transactions as determined by the US Administrative Agent.

     “Fee Letter” shall mean that certain letter agreement from Wachovia and DB to the Borrowers dated August 22, 2006, concerning certain fees in connection with this Agreement and any agreements or instruments executed in connection therewith, as the same may be amended or replaced from time to time.

     “Financial Statements” shall mean the financial statement or statements of Holdings and its Consolidated Subsidiaries described or referred to in Section 7.02 or delivered annually pursuant to Section 9.01(a)(i).

     “First Rate” shall have the meaning assigned such term in Section 3.02(b)(i).

     “Foreign Credit Facility” shall mean any credit facility of a Foreign Subsidiary that derives substantially all of its income from jurisdictions other than the United States of America.

     “Foreign Subsidiary” shall mean each Restricted Subsidiary of Holdings that is incorporated under the laws of any jurisdiction other than the United States of America, any State thereof, or any territory thereof.

     “GAAP” shall mean generally accepted accounting principles in the United States of America in effect from time to time.

     “General Partner” shall mean UCO General Partner, LP, a Delaware limited partnership, the general partner of UCLP.

     “Governmental Authority” shall include the country, state, province, county, city and political subdivisions in which any Person or such Person’s Property is located or which exercises valid jurisdiction over any such Person or such Person’s Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them including monetary authorities which exercises valid jurisdiction over any such Person or such Person’s Property. Unless otherwise specified, all references to Governmental Authority herein shall mean a Governmental Authority having jurisdiction over, where applicable, Holdings, its Subsidiaries or any of their Property or any Administrative Agent, any Lender or any Applicable Lending Office.

     “Governmental Requirement” shall mean any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization or other directive or requirement (whether or not having the force of law), including, without limitation, Environmental Laws, energy regulations and occupational, safety and health standards or controls, of any Governmental Authority.

     “GP Interests” shall mean the ownership interests of the General Partner of UCLP in its capacity as general partner of UCLP, which is evidenced by general partner units.

     “Guaranteed Obligations” shall have the meaning assigned such term in Section 14.01(a).

     “Guaranty” shall mean the guaranty by the US Borrowers contained in ARTICLE XIV.

     “Guaranty Agreement” shall mean that certain Guaranty Agreement that may be executed by Significant Domestic Subsidiaries in favor of the US Administrative Agent as required by Section 9.09(a) in a form to be agreed upon by the US Borrowers and the US Administrative Agent, as amended, modified or restated from time to time.

     “Hedging Agreements” shall mean any commodity, interest rate or currency swap, cap, floor, collar, forward agreement or other exchange or protection agreements or any option with respect to any such transaction entered into from time to time.

     “Highest Lawful Rate” shall mean, with respect to each Lender, the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Loans or on other Indebtedness under the Loan Documents under laws applicable to such Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

     “IDR” shall mean an Incentive Distribution Right as defined in the UCLP Partnership Agreement.

     “Indebtedness” shall mean (without duplication), unless the context indicates otherwise, any and all amounts owing or to be owing by the Borrowers to any of the Administrative Agents, the Issuing Banks, the Lenders and/or any Lender Affiliate in connection with the Loan

Documents and the Letter of Credit Applications and Bankers’ Acceptances, and any Hedging Agreements now or hereafter arising between any Borrower or any Restricted Subsidiary of a Borrower and any Lender or any Lender Affiliate and permitted by the terms of this Agreement, excluding any Hedging Agreements now or hereafter arising in connection with the ABS Facility, and all renewals, extensions and/or rearrangements of any of the foregoing.

     “Indemnified Parties” shall have the meaning assigned such term in Section 13.03(a)(ii).

     “Indemnity Matters” shall mean any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

     “Index Debt Rating” shall mean the higher of the rating of the senior secured indebtedness for borrowed money of either Holdings or UCI that is not guaranteed by any other Person except for Holdings, UCI or a Subsidiary Guarantor or subject to any other credit enhancement; provided, that if Holdings or UCI does not have any such rating, Index Debt Rating shall be the higher of the two corporate debt ratings of Holdings or UCI, provided that both Holdings and UCI are both US Borrowers; provided however, upon Holdings electing to become the sole US Borrower pursuant to Section 2.14, the Index Debt Rating shall be the corporate debt rating of Holdings.

     “Intercreditor Agreement” shall mean that certain Intercreditor and Collateral Agency Agreement, dated October 28, 2005 among UCI, UCO Compression 2005 LLC and JPMorgan Chase Bank, N.A. and the lenders named therein, as the same may be amended, supplemented, restated or replaced from time to time.

     “Interest Coverage Ratio” shall mean the ratio of (a) Adjusted EBITDA for the applicable Testing Period to (b) Total Interest Expense for the applicable Testing Period.

     “Interest Period” shall mean with respect to any US Dollar LIBOR Loan, the period commencing on the date such US Dollar LIBOR Loan is made and ending on the numerically corresponding day in the first, second, third or sixth calendar month thereafter, as the Applicable Borrower may select as provided in Section 2.02 (or nine or twelve calendar months, as may be requested by the Applicable Borrower and agreed to by all Lenders), except that each Interest Period which commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month.

     Notwithstanding the foregoing: (a) no Interest Period for a Revolving Borrowing may end after the Revolving Credit Maturity Date; (b) no Interest Period for a Term Loan Borrowing may end after the Term Loan Maturity Date; (c) no Interest Period for a Term Loan Borrowing shall be selected which extends beyond any date upon which an installment of the Term Loan will be due if such Term Loan Borrowing must be used to make such installment; (d) each Interest Period which would otherwise end on a day which is not a Business Day shall end on the next succeeding Business Day (or, if such next succeeding Business Day falls in the next

succeeding calendar month, on the next preceding Business Day); (e) no Interest Period shall have a duration of less than one month and, if the Interest Period for any US Dollar LIBOR Loans would otherwise be for a shorter period, such Loans shall not be available hereunder; (f) the first Interest Period commencing on the Term Loan Funding Date shall be for a period from the Term Loan Funding Date until the last day of that month; and (g) the last Interest Period may be such shorter period as to end on the Term Loan Maturity Date. “Interest Period” shall mean with respect to any Bankers’ Acceptance or BA Equivalent Loan, the period selected by the Canadian Borrowers as provided in Section 2.12(a) commencing on the day on which such Borrowing is made and ending on the applicable BA Maturity Date.

     “Investment” shall mean, as applied to any Person, any direct or indirect (a) purchase or other acquisition by such Person of any Capital Stock, Debt or other securities (including any option, warrant or other right to acquire any of the foregoing) of any other Person, (b) loan or advance made by such Person to any other Person, (c) guarantee, assumption or other incurrence of liability by such Person of or for any Debt or other obligation of any other Person, (d) creation of any Debt owed to such Person by any other Person, (e) capital contribution or other investment by such Person in any other Person or (f) purchase or other acquisition (in one transaction or a series of transactions) of any assets of any other Person constituting a business unit. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investment. “Investment” shall exclude extensions of trade credit by the US Borrowers and their Subsidiaries on commercially reasonable terms in accordance with normal trade practices of the US Borrowers or such Subsidiary, as the case may be.

     “Issuing Banks” shall mean, for any Letters of Credit issued on or after the Closing Date, Wachovia, DB, ▇▇▇▇▇ Fargo Bank, National Association or any other Lender agreed to among the US Borrowers, the US Administrative Agent and such US Tranche Revolving Lender to issue Letters of Credit. As to the Existing Letters of Credit, the Issuing Bank for each Existing Letter of Credit shall be as set forth on Schedule 2.01(b).

     “LC Exposure” shall mean at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit issued for the account of the US Borrowers at such time, plus (b) the aggregate amount of all disbursements that the US Borrowers are obligated to reimburse (other than pursuant to the Guaranty) but which have not yet been reimbursed by or on behalf of the US Borrowers at such time. The LC Exposure of any US Tranche Revolving Lender at any time shall be equal to its applicable US Tranche Percentage of the total LC Exposure at such time.

     “Lender Affiliate” shall mean (a) with respect to any Lender (i) an Affiliate of such Lender or (ii) any entity (whether a corporate, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

     “Lender Termination Date” shall have the meaning assigned such term in Section 5.06(c).

     “Letter of Credit Application” shall mean a letter of credit application, in the form of Exhibit F, delivered to the US Administrative Agent requesting the issuance, reissuance, extension or renewal of any Letter of Credit and containing the information set forth in Section 2.02.

     “Letters of Credit” shall mean the Existing Letters of Credit, and the letters of credit issued pursuant to Section 2.01(b) and all reimbursement obligations pertaining to any such letters of credit, and “Letter of Credit” shall mean any one of the Letters of Credit and the reimbursement obligations pertaining thereto, and shall include Offshore Currency Letters of Credit.

     “Lien” shall mean any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but not limited to the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. The term “Lien” shall include reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, leases and other title exceptions and encumbrances affecting Property. For the purposes of this Agreement, Holdings or any Subsidiary shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person in a transaction intended to create a financing.

     “Loan Documents” shall mean this Agreement, the Notes, the Letter of Credit Applications, the Letters of Credit, Bankers’ Acceptances and the Security Instruments.

     “Loans” shall mean the loans as provided for by Section 2.01 and Section 2.12.

     “LP Units” shall mean any ownership unit representing a limited partnership interest in UCLP.

     “Major Schedule I Lenders” shall mean collectively, The Bank of Montreal, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce and Royal Bank of Canada.

     “Majority Lenders” shall mean, at any time, Lenders having more than 50% of the Aggregate Credit Exposure plus the unused Aggregate Commitments.

     “Material Adverse Effect” shall mean any material and adverse effect on (a) the assets, liabilities, financial condition, business, operations or prospects of Holdings and its Restricted Subsidiaries taken as a whole as reflected in the Financial Statements after eliminating the financial condition and results of the Unrestricted Subsidiaries or (b) the ability of Holdings and its Restricted Subsidiaries taken as a whole to perform their obligations under the Loan Documents on a timely basis.

     “Material Foreign Subsidiary” shall mean any Foreign Subsidiary with gross assets, excluding the value of the Capital Stock of all of its Subsidiaries, exceeding $20,000,000.

     “Material Subsidiary” shall mean any Domestic Subsidiary with gross assets, excluding the value of the Capital Stock of all of its Subsidiaries, exceeding $25,000,000.

     “▇▇▇▇▇’▇” shall mean ▇▇▇▇▇’▇ Investors Services, Inc.

     “Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

     “Net Proceeds” shall mean, with respect to any Disposition, issuance of Debt or Extraordinary Receipts, the gross amount of cash received by Holdings or any of its Subsidiaries from such Disposition, issuance of Debt or Extraordinary Receipts, minus the sum of (a) the amount, if any, of all taxes paid or payable by Holdings or any of its Subsidiaries directly resulting from such Disposition, issuance of Debt or Extraordinary Receipts (including the amount, if any, estimated by Holdings in good faith at the time of such Disposition, issuance of Debt or Extraordinary Receipts for taxes payable by Holdings or any of its Subsidiaries on or measured by net income or gain resulting from such Disposition, issuance of Debt or Extraordinary Receipts), (b) the reasonable out-of-pocket costs and expenses incurred by Holdings or such Subsidiary in connection with such Disposition, issuance of Debt or Extraordinary Receipts (including, without limitation, reasonable brokerage fees paid to a Person other than an Affiliate of Holdings, but excluding any fees or expenses paid to an Affiliate of Holdings), (c) appropriate amounts required to be reserved (in accordance with GAAP) for post-closing adjustments by Holdings or any of its Subsidiaries in connection with such Disposition, against any liabilities retained by Holdings or any of its Subsidiaries after such Disposition, which liabilities are associated with the Property being disposed, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such Disposition and (d) deduction for Debt secured by the Property being disposed, which Debt is repaid as a result of such Disposition. Any proceeds received in a currency other than US Dollars shall, for purposes of the calculation of the amount of Net Proceeds, be in an amount equal to the US Dollar Equivalent thereof as of the date of receipt thereof by Holdings or any of its Subsidiaries.

     “Non-Recourse Foreign Debt” means Debt of any Foreign Subsidiary as to which neither Holdings nor any Domestic Subsidiary (a) provides credit support of any kind (including any guaranty, undertaking, agreement or instrument that would constitute Debt), (b) is directly or indirectly liable as a guarantor or otherwise or (c) is the lender.

     “Notes” shall mean the promissory notes provided for by Section 2.06, together with any and all renewals, extensions for any period, increases, rearrangements, substitutions or modifications thereof.

     “Notice of Termination” shall have the meaning assigned such term in Section 5.06(a).

     “Offering Memorandum” shall mean that certain Offering Memorandum dated August 2006 and pertaining to the $500,000,000 senior secured facilities, consisting of the Revolving Credit Facility and the Term Loan Facility.

     “Offshore Currency” shall mean any lawful currency (other than US Dollars) that the relevant Issuing Bank with respect to any Offshore Currency Letter of Credit, in its sole

reasonable opinion, at any time determines to be (a) freely traded in the offshore interbank foreign exchange markets, (b) freely transferable and (c) freely convertible into US Dollars.

     “Offshore Currency Letter of Credit” shall mean any Letter of Credit denominated in an Offshore Currency.

     “Omnibus Agreement” shall mean that certain Omnibus Agreement, dated October 20, 2006 among Holdings, UCI and members of the UCLP Group, as amended, modified, supplemented or restated from time to time and all exhibits and schedules thereto.

     “OPA” shall have the meaning assigned such term in the definition of Environmental Laws.

     “Organization Documents” shall mean, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non US jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

     “Other Taxes” shall have the meaning assigned such term in Section 4.06(b).

     “PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

     “Percentage Share” shall mean for each US Tranche Revolving Lender, its US Tranche Percentage, for each Canadian Tranche Revolving Lender, its Canadian Tranche Percentage and for each Term Loan Lender, its Term Loan Percentage.

     “Permitted Liens” shall have the meaning assigned such term in Section 10.02.

     “Person” shall mean any individual, corporation, company, voluntary association, partnership, joint venture, trust, unincorporated organization or government or any agency, instrumentality or political subdivision thereof, or any other form of entity.

     “Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which Holdings, any Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

     “Post-Default Rate” shall mean, in respect of any principal of any Loan or any other amount payable by a Borrower under this Agreement or any other Loan Document, a rate per annum during the period equal to 2% per annum above the US Dollar Base Rate for US Tranche

Loans and the Canadian Prime Rate for Canadian Tranche Loans as in effect from time to time plus the Applicable Margin (if any), but in no event to exceed the Highest Lawful Rate; provided however, for US Dollar LIBOR Loans, the “Post-Default Rate” for such principal shall be, for the period commencing on the date of occurrence of an Event of Default and ending on the earlier to occur of the last day of the Interest Period therefor or the date all Events of Default are cured or waived, 2% per annum above the interest rate for such Loan as provided in Section 3.02(a), but in no event to exceed the Highest Lawful Rate.

     “Price” shall have the meaning assigned such term in the definition of BA Net Proceeds.

     “Principal Amount” shall mean for a Bankers’ Acceptance, the face amount thereof, for a BA Equivalent Loan, the principal amount thereof determined in accordance with Section 2.12(g) and for any other Loans and the LC Exposure, the outstanding principal amount thereof.

     “Principal Offices” shall mean collectively, the Canadian Principal Office and the US Principal Office.

     “Property” shall mean any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

     “Purchase Money Indebtedness” shall mean debt, the proceeds of which are used to finance the acquisition, construction or improvement of inventory, equipment or other property in the ordinary course of business.

     “Quarterly Date” shall mean the last day of each March, June, September and December, in each year, the first of which shall be December 31, 2006; provided, however, that if any such day is not a Business Day, such Quarterly Date shall be the immediately preceding Business Day.

     “RCRA” shall have the meaning assigned such term in the definition of Environmental Laws.

     “Recipient” shall have the meaning assigned such term in Section 4.06(a).

     “Register” shall have the meaning assigned such term in Section 13.06(b).

     “Regulation D” shall mean Regulation D of the Board of Governors of the Federal Reserve System (or any successor), as the same may be amended or supplemented from time to time.

     “Regulatory Change” shall mean, with respect to any Lender, any change after the Closing Date in any Governmental Requirement (including Regulation D) or the adoption or making after such date of any interpretations, directives or requests applying to a class of lenders (including such Lender or its Applicable Lending Office) of or under any Governmental Requirement (whether or not having the force of law) by any Governmental Authority charged with the interpretation or administration thereof.

     “Related Fund” shall mean, with respect to any Term Loan Lender that is a fund that invests in bank loans, any other fund that invests in bank loans and is advised or managed by the

same investment advisor as such Term Loan Lender or by an Affiliate (as defined in clause (a) only of the definition of “Affiliate”) of such investment advisor.

     “Replacement Lenders” shall have the meaning assigned such term in Section 5.06(b).

     “Requesting Borrower” shall mean either the US Borrowers or the Canadian Borrowers, as applicable, requesting a Loan.

     “Reserve Account” shall have the meaning assigned such term in Section 11.03(a).

     “Reserve Requirement” shall mean, for any Interest Period for any US Dollar LIBOR Loan, the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation D by member banks of the Federal Reserve System in New York City with deposits exceeding one billion US Dollars against “Eurocurrency liabilities” (as such term is used in Regulation D). Without limiting the effect of the foregoing, the Reserve Requirement shall reflect any other reserves required to be maintained by such member banks by reason of any Regulatory Change against (a) any category of liabilities which includes deposits by reference to which US LIBOR is to be determined as provided in the definition of “US LIBOR” or (b) any category of extensions of credit or other assets which include a US Dollar LIBOR Loan.

     “Responsible Officer” shall mean, as to any Person, the Chief Executive Officer, the President or any Vice President of such Person and, with respect to financial matters, the term “Responsible Officer” shall include the Chief Financial Officer and Vice President of Financial Services of such Person. Unless otherwise specified, all references to a Responsible Officer herein shall mean a Responsible Officer of any Borrower.

     “Restricted Person” shall have the meaning assigned such term in Section 13.15.

     “Restricted Subsidiaries” shall mean all Subsidiaries that are not Unrestricted Subsidiaries.

     “Revolving Borrowing” shall mean a Borrowing comprised of Revolving Loans.

     “Revolving Credit Facility” shall mean collectively, the US Tranche and the Canadian Tranche.

     “Revolving Credit Maturity Date” shall mean the earlier to occur of (a) October 20, 2011 or (b) the date that the Aggregate Revolving Commitments are sooner terminated pursuant to Sections 2.03(b) or 11.02.

     “Revolving Lenders” shall mean collectively, the US Tranche Revolving Lenders and the Canadian Tranche Revolving Lenders.

     “Revolving Loans” shall mean Loans made under the Revolving Credit Facility.

     “Revolving Notes” shall mean Notes issued pursuant to Section 2.06 evidencing Loans under the Revolving Credit Facility.

     “S-1” shall mean that certain Amendment No. 2 to Form S-1 of UCLP as filed with the SEC on September 20, 2006, as amended.

     “S&P” shall mean Standard & Poor’s Ratings Group, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.

     “SEC” shall mean the Securities and Exchange Commission or any successor Governmental Authority.

     “Security Instruments” shall mean the Letters of Credit, the Fee Letter, the agreements or instruments described or referred to in Exhibit D, and any and all other agreements or instruments now or hereafter executed and delivered by a Borrower or any other Person (other than participation or similar agreements between any Lender and any other lender or creditor with respect to any Indebtedness pursuant to this Agreement) in connection with, or as security for the payment or performance of the Notes, or this Agreement, or reimbursement obligations under the Letters of Credit, as such agreements may be amended, supplemented or restated from time to time.

     “Senior Secured Debt” shall mean all Total Debt that is secured (including, without limitation, the Indebtedness) and that is not expressly subordinated by its terms to the Indebtedness.

     “Senior Secured Leverage Ratio” shall mean the ratio of Senior Secured Debt to Adjusted EBITDA.

     “7 ¹/4% Notes” shall mean those certain unsecured 7 ¹/4% senior notes due 2010 issued pursuant to that certain Indenture dated as of May 27, 2003 between UCI and The Bank of New York, as amended, modified, supplemented or restated from time to time.

     “Significant Domestic Subsidiary” shall mean each wholly-owned Domestic Subsidiary with gross assets, excluding the value of the stock of all of its Subsidiaries, exceeding $50,000,000. If the gross asset value of the Domestic Subsidiaries that are not Subsidiary Guarantors exceeds $75,000,000 in the aggregate, those Domestic Subsidiaries holding a majority of those assets shall each be a Significant Domestic Subsidiary; provided that any wholly-owned Domestic Subsidiary that guarantees any Debt shall be deemed a Significant Domestic Subsidiary. Notwithstanding the foregoing to the contrary, the General Partner and any Subsidiary involved in or created in connection with or as a requirement of and still used in connection with the ABS Facility shall be excluded from the application of this definition of a Significant Domestic Subsidiary.

     “Special Entity” shall mean any joint venture, limited liability company or partnership, general or limited partnership or any other type of partnership or company other than a corporation in which Holdings or one or more of its other Subsidiaries is a member, owner, partner or joint venturer and owns, directly or indirectly, at least a majority of the equity of such entity or controls such entity, but excluding any tax partnerships that are not classified as partnerships under state law. For purposes of this definition, any Person which owns directly or indirectly an equity investment in another Person which allows the first Person to manage or

elect managers who manage the normal activities of such second Person will be deemed to “control” such second Person (e.g. a sole general partner controls a limited partnership).

     “Subordinated Units” shall have the meaning assigned such term in the UCLP Partnership Agreement.

     “Subsidiary” shall mean (a) any Person of which at least a majority of the outstanding Capital Stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such Person (irrespective of whether or not at the time Capital Stock of any other class or classes of such Person shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by Holdings or one or more of its Subsidiaries and (b) any Special Entity.

     “Subsidiary EBITDA” means, for (a) UCI MLP LP LLC, UCI GP LP LLC, the General Partner and UCO GP, LLC for any period, the aggregate EBITDA of such Restricted Subsidiaries, or (b) any Unrestricted Subsidiary for any period, (i) EBITDA of such Unrestricted Subsidiary or (ii) to the extent that Consolidated Net Income for such Unrestricted Subsidiary is not available, the gross revenues of such Unrestricted Subsidiary for such period less the cost of sales (excluding depreciation expenses to the extent such expenses were deducted) associated with such gross revenues.

     “Subsidiary Guarantors” shall mean each Significant Domestic Subsidiary required to execute a Guaranty Agreement pursuant to Section 9.09, excluding any ABS Subsidiary.

     “Taxes” shall have the meaning assigned such term in Section 4.06(a).

     “Term” shall mean with respect to Bankers’ Acceptances and BA Equivalent Loans, the number of days from the Acceptance Date up to but not including the BA Maturity Date.

     “Term Commitment” shall mean with respect to each Term Loan Lender, the commitment of such Term Loan Lender to make Term Loans. Each Term Loan Lender’s Term Commitment shall terminate immediately after the Term Loan Funding Date, applicable thereto.

     “Term Credit Exposure” shall mean with respect to any Term Loan Lender at any time, the Principal Amount of such Term Loan Lender’s Term Loans.

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

     “Term Loan Assumption Agreement” shall mean a Term Loan Assumption Agreement in form and substance reasonably satisfactory to the US Administrative Agent, among the US Borrowers, the Subsidiary Guarantors, the US Administrative Agent and one or more Term Loan Lenders.

     “Term Loan Borrowing” shall mean a Borrowing comprised of Term Loans.

     “Term Loan Facility” shall mean the Term Commitments and the Term Loans.

     “Term Loan Funding Date” means the date on which the Term Loan Lenders make a senior secured term loan pursuant to Section 2.01(a)(v).

     “Term Loan Lender” shall mean a Lender with an outstanding Term Loan.

     “Term Loan Maturity Date” shall mean the date as defined in the Term Loan Assumption Agreement; provided such date is no sooner than the Revolving Credit Maturity Date.

     “Term Loan Percentages” shall mean with respect to any Term Loan Lender, the percentage set forth in the column titled “Term Loan Percentage” as set forth opposite such Term Loan Lender’s name on such documentation on file with the US Administrative Agent or in the Assignment pursuant to which such Term Loan Lender becomes a party hereto, as applicable.

     “Term Notes” shall mean Notes issued pursuant to Section 2.06 evidencing Loans under the Term Loan Facility.

     “Term Tranche” shall mean the Term Commitments and the Term Loans.

     “Terminated Lender” shall have the meaning assigned such term in Section 5.06(a).

     “Testing Period” shall mean a single period consisting of the four consecutive fiscal quarters of Holdings then last ended (whether or not such quarters are all within the same fiscal year); provided, however, that if a particular provision of this Agreement indicates that a Testing Period shall be a different specified duration, such Testing Period shall consist of the particular fiscal quarter or quarters then last ended which are so indicated in such provision.

     “Total Debt” shall mean, at any time (without duplication), the sum of (a) 100% of the long-term debt of Holdings and its Restricted Subsidiaries reflected on the consolidated balance sheet of Holdings in accordance with GAAP, plus (b) any Debt that is not reflected on the consolidated balance sheet of Holdings and its Restricted Subsidiaries which has been used to finance assets that generate income included in EBITDA of Holdings and its Consolidated Subsidiaries, plus (c) the current portion of the debt set forth in (a) above, plus or minus (d) the ▇▇▇▇-to-market obligations of Holdings and its Restricted Subsidiaries under the Hedging Agreements.

     “Total Interest Expense” shall mean, for any period, the total consolidated interest expense net of cash interest income of Holdings and its Restricted Subsidiaries for such period (including, without limitation, the cash equivalent of the interest expense associated with Capital Lease Obligations, but excluding (a) upfront fees paid in connection with this Agreement, the ABS Facility or the 7 ¹/4% Notes, (b) Debt or lease issuance costs, debt discounts or premiums, and other financing fees which have to be amortized, (c) lease payments on any office equipment or real property, (d) any principal components paid on all lease payments and (e) gains, losses or other charges as a result of the early retirement of Debt). Total Interest Expense will be adjusted on a pro forma basis (reasonably acceptable to the US Administrative Agent) for individual acquisitions and divestitures (occurring after the closing of the public offering described in the S-1) in excess of $50,000,000, including projected synergies; provided, that Total Interest Expense will be deemed to be $10,700,000 for each of the fiscal quarters ending December 31, 2005, March 30, 2006, June 30, 2006 and September 30, 2006. Total Interest Expense

attributable to Debt of Holdings and its Restricted Subsidiaries for the fiscal quarter ending December 31, 2006 shall be determined pro forma as if such Debt of Holdings and its Restricted Subsidiaries would have been outstanding the entire quarter.

     “Total Leverage Ratio” shall mean the ratio of Total Debt to Adjusted EBITDA.

     “Tranches” shall mean collectively, the Canadian Tranche, the US Tranche and the Term Tranche.

     “Type” as to any Loan or Borrowing, its nature as a US Dollar Base Rate Loan or a US Dollar Base Rate Borrowing, a US Dollar LIBOR Loan or a US Dollar LIBO Rate Borrowing, a Canadian Prime Rate Loan or a Canadian Prime Rate Borrowing, a Bankers’ Acceptance or a BA Equivalent Loan, a Revolving Loan or Revolving Borrowing or a Term Loan or Term Loan Borrowing.

     “UCLP” shall mean Universal Compression Partners, L.P., a Delaware limited partnership.

     “UCLP Group” shall mean UCLP and its Subsidiaries.

     “UCLP Partnership Agreement” shall mean that certain First Amended and Restated Agreement of Limited Partnership of Universal Compression Partners, LP, dated as of October 20, 2006, as amended, modified, supplemented or restated.

     “UCOP” shall mean UC Operating Partnership, L.P., a Delaware limited partnership.

     “Unrestricted Subsidiary” shall mean UCLP and all of its Subsidiaries and any Subsidiary designated as an Unrestricted Subsidiary in accordance with Section 10.17, and any of its Subsidiaries.

     “US” or “United States” shall mean the United States of America, its fifty states, and the District of Columbia.

     “US Commitment Fee” shall have the meaning assigned such term in Section 2.04(a)(i).

     “US Dollar Base Rate” shall mean, with respect to any US Dollar Base Rate Borrowing, for any day, the higher of (a) the Federal Funds Rate for any such day plus 1/2 of 1% or (b) the US Prime Rate for such day. Each change in any interest rate provided for herein based upon the US Dollar Base Rate resulting from a change in the US Dollar Base Rate shall take effect at the time of such change in the US Dollar Base Rate.

     “US Dollar Base Rate Loans” shall mean Loans that bear interest at rates based upon the US Dollar Base Rate.

     “US Dollar Equivalent” shall mean, at any time of determination thereof, the amount of US Dollars involved which could be purchased with the applicable amount of the Alternate Currency involved computed at the spot rate of exchange as quoted or utilized by the US Administrative Agent on the date of determination thereof.

     “US Dollar Equivalent Amount” shall mean at any Borrowing, conversion or continuation date for any Canadian Tranche Loan, the amount of US Dollars into which such Canadian Tranche Loan may be converted at the Bank of Canada noon spot rate of exchange for such date in Toronto, Canada at approximately 12:00 noon, Eastern time on such date. In addition, the “US Dollar Equivalent Amount” of all outstanding Canadian Tranche Loans may be calculated at any time in the sole discretion of the US Administrative Agent and shall equal the amount of US Dollars into which all outstanding Canadian Tranche Loans may be converted at the Bank of Canada noon spot rate of exchange for such date in Toronto, Canada at approximately 12:00 noon, Eastern time on such date.

     “US Dollar LIBOR Loans” shall mean Loans denominated in US Dollars that bear interest at a rate based upon the US Dollar LIBO Rate.

     “US Dollar LIBO Rate” shall mean, with respect to any US Dollar LIBO Rate Borrowing, a rate per annum (rounded upwards, if necessary, to nearest 1/100 of 1%) determined by the US Administrative Agent to be equal to the quotient of (a) US LIBOR for such Loan for the Interest Period for such Loan divided by (b) 1 minus the Reserve Requirement for such Loan for such Interest Period.

     “US Dollars” and “$” shall mean lawful money of the United States of America.

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

     “US LIBOR” shall mean the rate of interest determined on the basis of the rate for deposits in US Dollars for a period equal to the applicable Interest Period commencing on the first day of such Interest Period appearing on Bridge Telerate Service (formerly Dow ▇▇▇▇▇ Market Service) Page 3750 as of 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period. In the event that such rate does not appear on Bridge Telerate Service (formerly Dow ▇▇▇▇▇ Market Service) Page 3750, “US LIBOR” shall be determined by the US Administrative Agent to be the rate per annum at which deposits in US Dollars are offered by leading reference banks in the London interbank market to the US Administrative Agent at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period and in an amount substantially equal to the amount of the applicable Loan.

     “US Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by Wachovia as its prime rate at its US Principal Office. Each change in the US Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

     “US Principal Office” shall mean the principal office of the US Administrative Agent, which on the date of this Agreement is located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

     “US Tranche” shall mean the US Tranche Commitments, the US Tranche Loans and the LC Exposure.

     “US Tranche Commitment” shall mean with respect to each US Tranche Revolving Lender, the commitment of such US Tranche Revolving Lender to make US Tranche Loans pursuant to Sections 2.01(a)(i) and to acquire participations in Letters of Credit pursuant to Section 2.01(b), as such commitment may be (a) reduced or terminated from time to time pursuant to Section 2.03(b), (b) terminated pursuant to Section 5.06 or ARTICLE XI, or (c) modified from time to time to reflect any Assignments permitted by Section 13.06(b); provided, during a Canadian Allocation Period, the US Tranche Commitment of any US Tranche Revolving Lender that is or has a branch or Affiliate that is a Canadian Tranche Revolving Lender shall be reduced by the Canadian Allocated Commitment of such Canadian Tranche Revolving Lender. The initial amount of each US Tranche Revolving Lender’s US Tranche Commitment shall be the amount set forth on such documentation on file with the US Administrative Agent.

     “US Tranche Credit Exposure” shall mean at any time, the sum of the aggregate Principal Amount of the US Tranche Loans and LC Exposure outstanding at such time. The US Tranche Credit Exposure of any US Tranche Revolving Lender at any time shall be such US Tranche Revolving Lender’s US Tranche Percentage of the total US Tranche Credit Exposure at such time.

     “US Tranche Loans” shall mean the Revolving Loans pursuant to Section 2.01(a)(i). Each US Tranche Loan shall be either a US Dollar LIBOR Loan or a US Dollar Base Rate Loan.

     “US Tranche Percentage” shall mean:

     (a) at any time the US Tranche Commitments remain outstanding, a fraction (expressed as a percentage, carried out to the sixth decimal place), the numerator of which is the amount of the US Tranche Commitment of such US Tranche Revolving Lender at such time and the denominator of which is the amount of the Aggregate US Tranche Commitments at such time; and

     (b) upon the termination or expiration of the Aggregate Revolving Commitments, a fraction (expressed as a percentage, carried out to the sixth decimal place), the numerator of which is:

     the sum of

     (i) the outstanding amount of US Tranche Loans of such US Tranche Revolving Lender plus

     (ii) an amount equal to (A) the outstanding amount of US Tranche Loans of such US Tranche Revolving Lender, divided by (B) the outstanding amount of US Tranche Loans of all US Tranche Revolving Lenders, times (C) the LC Exposure, and

     the denominator of which is the US Tranche Credit Exposure; provided that if such calculation results in a number that is zero, then the US Tranche Percentage shall be deemed to be the most recent US Tranche Percentage immediately prior to the termination or expiration of the Aggregate Revolving Commitments.

The initial US Tranche Percentage of each US Tranche Revolving Lender is the percentage set forth in the column titled “US Tranche Percentage” opposite the name of such US Tranche Revolving Lender on such documentation on file with the US Administrative Agent or in the Assignment pursuant to which such US Tranche Revolving Lender becomes a party hereto, as applicable.

     “US Tranche Revolving Lender” shall mean a Lender with a US Tranche Commitment or with outstanding US Tranche Credit Exposure.

     “USA Patriot Act” shall have the meaning assigned such in Section 13.19.

     “Wachovia” shall mean Wachovia Bank, National Associate and its successors.

     “Wachovia Canada” shall mean Wachovia Capital Finance Corporation (Canada) and its successors.

     “Weighted Average Life to Maturity” shall mean, when applied to any Debt at any date, the number of years obtained by dividing (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (b) the then outstanding principal amount of such Debt.

     “Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

     Section 1.03 Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agents or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of Holdings and its Consolidated Subsidiaries referred to in Section 7.02 (except for changes concurred with by Holdings and its Consolidated Subsidiaries’ independent public accountants); provided that, if Holdings notifies the US Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP (including but not limited to any Statement of Financial Accounting Standards) affecting the calculation of any financial covenant (or if the US Administrative Agent notifies Holdings that the Majority Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP affecting the calculation of any financial covenant, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

     Section 1.04 References and Titles. All references in this Agreement to Exhibits, Schedules, articles, sections, subsections and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections and other subdivisions of this Agreement unless expressly

provided otherwise. Titles appearing at the beginning of any subdivisions are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivision. The words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation.” Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.

ARTICLE II
Commitments

     Section 2.01 Loans and Letters of Credit.

          (a) Loans.

     (i) US Tranche Loans. Each US Tranche Revolving Lender severally agrees, on the terms and conditions of this Agreement, to make Revolving Loans to the US Borrowers during the period from and including (A) the Closing Date or (B) such later date that such Lender becomes a party to this Agreement as provided in Section 13.06(b), to and up to, but excluding, the Revolving Credit Maturity Date in an aggregate Principal Amount at any one time outstanding up to, but not exceeding, the amount of such Lender’s US Tranche Commitment as then in effect, minus the LC Exposure of such Lender. Subject to the terms of this Agreement, during the period from the Closing Date to and up to, but excluding, the Revolving Credit Maturity Date, the US Borrowers may borrow, repay and reborrow the amount described in this Section 2.01(a)(i).

     (ii) Reserved.

     (iii) Canadian Tranche Loans. Subject to Section 2.12, during the period from and including (A) the Closing Date or (B) such later date that such Lender becomes a party to this Agreement as provided in Section 13.06(b), to and up to, but excluding, the Revolving Credit Maturity Date, each Canadian Tranche Revolving Lender severally agrees, on the terms and conditions of this Agreement, (1) to make Canadian Tranche Loans to the Canadian Borrowers in Canadian Dollars or US Dollars at the election of the Canadian Borrowers and (2) to accept and purchase Bankers’ Acceptances from (or, at the option of any Canadian Tranche Revolving Lender in accordance with Section 2.12(g) hereof, make BA Equivalent Loans in lieu of purchasing a Bankers’ Acceptance to) the Canadian Borrowers. The Canadian Tranche Loans, if in US Dollars, will be either US Dollar LIBOR Loans or US Dollar Base Rate Loans and, if in Canadian Dollars, will be either Canadian Prime Rate Loans, Bankers’ Acceptances or BA Equivalent Loans. Each Canadian Tranche Revolving Lender’s Canadian Tranche Credit Exposure shall not exceed the amount of such Lender’s Canadian Allocated Commitment as then in effect; provided, however, that the aggregate Principal Amount of all such Canadian Tranche Loans by all Canadian Tranche Revolving Lenders hereunder at any one time outstanding shall not exceed the Canadian Allocated Total Commitments as

then in effect. Within the foregoing limits, the Canadian Borrowers may use the Canadian Allocated Total Commitments by borrowing, repaying and (except for Bankers’ Acceptances and BA Equivalent Loans) prepaying the Canadian Tranche Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.

     (iv) Maximum Amount of Loans. The Combined Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitments at any time.

     (v) Term Loans. Subject to the terms and conditions hereof and in the applicable Term Loan Assumption Agreement, each Term Loan Lender severally agrees, subject to the terms and conditions set forth herein and therein, to make a senior secured amortizing term loan (collectively, the “Term Loans”) to the US Borrowers on the Term Loan Funding Date in the Principal Amount of such Term Loan Lender’s Term Commitment. Once repaid or prepaid, Term Loans may not be reborrowed.

          (b) Letters of Credit. During the period from and including the Closing Date to, but excluding, the 30th day prior to the Revolving Credit Maturity Date, the Issuing Banks, as issuing bank for the US Tranche Revolving Lenders, agree to extend credit for the account of the US Borrowers at any time and from time to time by issuing, renewing, extending or reissuing Letters of Credit; provided however, the LC Exposure at any one time outstanding shall not exceed $75,000,000. The US Tranche Revolving Lenders shall participate in such Letters of Credit according to their respective US Tranche Percentages. Each of the Letters of Credit shall (1) be issued by the Issuing Banks on a sight basis only, (2) contain such terms and provisions as are reasonably required by the Issuing Banks, (3) be for the account of such US Borrower and (4) expire not later than (A) 30 days before the Revolving Credit Maturity Date, with respect to commercial letters of credit, and (B) 10 days before the Revolving Credit Maturity Date, with respect to standby letters of credit. The US Borrowers may request that one or more Letters of Credit be issued in an Offshore Currency denomination as part of the LC Exposure. The aggregate US Dollar Equivalent of all Offshore Currency Letters of Credit, as of the issuance date of any such Offshore Currency Letter of Credit, shall not exceed $75,000,000. No Issuing Bank shall be obligated to issue an Offshore Currency Letter of Credit if such Issuing Bank has determined, in its sole discretion, that it is unable to fund obligations in the requested Offshore Currency; provided, however, the US Administrative Agent shall use its best efforts to locate suitable issuers if no Issuing Banks are able to fund obligations in the requested Offshore Currency. From and after the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant to this Section 2.01(b). The Existing Letters of Credit are described on Schedule 2.01(b).

Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, this Section 2.01(b), the expiration date of one or more Letters of Credit may extend beyond the Revolving Credit Maturity Date; provided, however, it is hereby expressly agreed and understood that:

     (i) the aggregate face amount of all such Letters of Credit shall not at any time exceed $25,000,000;

     (ii) the expiration dates of such Letters of Credit shall not extend more than three (3) years beyond the Revolving Credit Maturity Date;

     (iii) the US Borrowers shall, not later than five (5) Business Days prior to the Revolving Credit Maturity Date, deposit in an account with the US Administrative Agent, in the name of the US Administrative Agent for the benefit of the US Administrative Agent and the Issuing Banks, an amount in cash equal to the aggregate face amount of all such Letters of Credit as of such date; provided that for all Offshore Currency Letters of Credit, the US Borrowers shall deposit an amount in cash equal to 110% of the aggregate face amount of all such Offshore Currency Letters of Credit and will have a continuing obligation to maintain in such account at least an amount in cash equal to 110% of the aggregate face amount of all such Offshore Currency Letters of Credit based on the then US Dollar Equivalent, and the US Administrative Agent shall have exclusive dominion and control (including the exclusive right of withdrawal) over such account;

     (iv) if the Issuing Banks make any disbursement in connection with a Letter of Credit after the Revolving Credit Maturity Date, such disbursement shall be an advance on behalf of the US Borrowers under this Agreement and shall be reimbursed to the Issuing Banks either (A) by the US Administrative Agent applying amounts in the cash collateral account referred to in clause (iii) above until reimbursed in full, or (B) by the US Borrowers pursuant to Section 2.10 (except that the US Borrowers shall not have the right to request that the US Tranche Revolving Lenders make, and the US Tranche Revolving Lenders shall not have any obligation to make, a Loan under this Agreement after the Revolving Credit Maturity Date to fund any such disbursement); and

     (v) all such disbursements referred to in clause (iv) of this paragraph shall be secured only by the cash collateral referred to in clause (iii) of this paragraph and the US Borrowers hereby grant, and by each deposit of such cash collateral with the US Administrative Agent grant, to the US Administrative Agent a first-priority security interest in all such cash collateral, without any further action on the part of the Issuing Banks, the US Borrowers, the US Administrative Agent, any US Tranche Revolving Lender or any other Person now or hereafter party hereto (other than any action the US Administrative Agent reasonably deems necessary to perfect such security interest, which action the US Borrowers hereby authorize the US Administrative Agent to take), until same are reimbursed in full.

If, on the later of the Revolving Credit Maturity Date or the Term Loan Maturity Date (A) the US Tranche Commitments have been terminated, (B) the Loans, all interest thereon and all other amounts payable by the Borrowers hereunder or in connection herewith (other than the LC Exposure in connection with any Letter of Credit having an expiration date extending beyond the Revolving Credit Maturity Date as permitted by Section 2.01(b)) have been paid in full, and (C) the conditions set forth in clause (iii) above have been fully satisfied, then from and after such date the following provisions of this Agreement shall not be operative: Sections 9.01 (other than Section 9.01(a), which shall remain operative), 9.02 (except as the same may affect a Letter of Credit), 9.03(b), 9.04, 9.09, 9.10, 9.11, 10.01, 10.02 (except for cash collateral securing Letters of Credit), 10.03, 10.04, 10.06, 10.08, 10.11, 10.12, 10.13, 10.14, 10.15, 10.16, 10.17, 10.18 and 10.19.

If, after payment in full of all Indebtedness of the Borrowers under the Loan Documents (including without limitation, reimbursement obligations with respect to Letters of Credit) and the expiration or cancellation of all outstanding Letters of Credit, there remains any amount on deposit in the cash collateral account referred to in clause (iii) above, the US Administrative Agent shall, within three (3) Business Days after all such Indebtedness is paid in full and all outstanding Letters of Credit have expired or been cancelled, return such amount to the US Borrowers.

          (c) Limitation on Types of Loans. Subject to the other terms and provisions of this Agreement, at the option of the US Borrowers, the US Tranche Loans may be US Dollar Base Rate Loans or US Dollar LIBOR Loans, and at the option of the Canadian Borrowers, the Canadian Tranche Loans may be Canadian Prime Rate Loans, Bankers’ Acceptances, BA Equivalent Loans, US Dollar Base Rate Loans or US Dollar LIBOR Loans; provided that, without the prior written consent of the Majority Lenders, no more than ten (10) US Dollar LIBO Rate Borrowings and five (5) Bankers’ Acceptances or BA Equivalent Loans may be outstanding at any time with respect to the Revolving Credit Facility. Subject to the other terms and provisions of this Agreement, at the option of the US Borrowers, the Term Loans may be US Dollar Base Rate Loans or US Dollar LIBOR Loans; provided that, without the prior written consent of the Majority Lenders, no more than ten (10) US Dollar LIBO Rate Borrowings may be outstanding at any time with respect to the Term Loan Facility.

     Section 2.02 Borrowings, Continuations and Conversions, Letters of Credit.

          (a) Borrowings. The Borrowers shall give the US Administrative Agent (which shall promptly notify the Lenders including the Canadian Administrative Agent) advance notice as hereinafter provided of each Borrowing hereunder, which shall specify (i) the aggregate amount of such Borrowing, (ii) the Type (in each case stating the amounts and currency requested), (iii) the date (which shall be a Business Day) of the Loans to be borrowed, (iv) (in the case of US Dollar LIBOR Loans) the duration of the Interest Period therefore and (v) the location and number of the Requesting Borrower’s account. Notwithstanding the foregoing, all Borrowings by way of Bankers’ Acceptances and BA Equivalent Loans shall be made pursuant to Section 2.12.

          (b) Minimum Amounts. All US Dollar Base Rate Borrowings and Canadian Prime Rate Borrowings shall be in amounts of at least $250,000 or with respect to any Revolving Borrowing, the remaining balance of the Aggregate US Tranche Commitments or the Canadian Allocated Total Commitments, as applicable, if less, or the amount of a Borrowing to fund a Letter of Credit pursuant to Section 2.10(a), if less, or any whole multiple of $250,000 in excess thereof, and all US Dollar LIBO Rate Borrowings shall be in amounts of at least $1,000,000 or the amount of a Borrowing to fund a Letter of Credit pursuant to Section 2.10(a), if less, or any whole multiple of $500,000 in excess thereof.

          (c) Notices. The initial Borrowing and all subsequent Borrowings, continuations and conversions shall require advance written notice to the US Administrative Agent (which shall promptly notify the Lenders including the Canadian Administrative Agent) in the form of Exhibits B-1 and B-2, as applicable (or telephonic notice promptly confirmed by such a written notice), which in each case shall be irrevocable, from the Requesting Borrower to be received by the US Administrative Agent not later than (i) 12:00 p.m. Eastern time on the date

of each US Dollar Base Rate Borrowing, (ii) 12:00 p.m. Eastern time one (1) Business Day prior to the date of each Canadian Prime Rate Borrowing and (iii) three (3) Business Days prior to the date of each US Dollar LIBO Rate Borrowing, continuation or conversion. Without in any way limiting the Requesting Borrower’s obligation to confirm in writing any telephonic notice, the US Administrative Agent may act without liability upon the basis of telephonic notice believed by the US Administrative Agent in good faith to be from the Requesting Borrower prior to receipt of written confirmation. In each such case, the Requesting Borrower hereby waives the right to dispute the US Administrative Agent’s record of the terms of such telephonic notice except in the case of gross negligence or willful misconduct by the US Administrative Agent, its officers, employees, agents or representatives. Either US Borrower may give notice for both US Borrowers.

          (d) Continuation Options. Subject to the provisions made in this Section 2.02(d), the Borrowers may elect to continue all or any part of any US Dollar LIBO Rate Borrowing beyond the expiration of the then current Interest Period relating thereto by giving advance notice as provided in Section 2.02(c) to the US Administrative Agent (which shall promptly notify the Lenders including the Canadian Administrative Agent) of such election, specifying the amount of such Borrowing to be continued and the Interest Period therefor. In the absence of such a timely and proper election, the Borrowers shall be deemed to have elected to convert such US Dollar LIBO Rate Borrowing to a US Dollar Base Rate Borrowing, pursuant to Section 2.02(e). All or any part of any US Dollar LIBO Rate Borrowing may be continued as provided herein, provided that (i) any continuation of any such Borrowing shall be (as to each Borrowing as continued for an applicable Interest Period) in amounts of at least $1,000,000 or any whole multiple of $500,000 in excess thereof and (ii) no Default shall have occurred and be continuing. If a Default shall have occurred and be continuing, each US Dollar LIBO Rate Borrowing shall be converted to a US Dollar Base Rate Borrowing on the last day of the Interest Period applicable thereto.

          (e) Conversion Options. The Borrowers may elect to convert all or any part of any US Dollar LIBO Rate Borrowing on the last day of the then current Interest Period relating thereto to (i) for the US Tranche, a US Dollar Base Rate Borrowing and (ii) for the Canadian Tranche, a US Dollar Base Rate Borrowing, a Canadian Prime Rate Borrowing or (subject to Section 2.12) a Bankers’ Acceptance or BA Equivalent Loan Borrowing by giving advance notice to the US Administrative Agent (which shall promptly notify the Lenders including the Canadian Administrative Agent) of such election. Subject to the provisions made in this Section 2.02(e), the Borrowers may elect to convert all or any part of any US Dollar Base Rate Borrowing at any time and from time to time to (A) for the US Tranche, a US Dollar LIBO Rate Borrowing and (B) for the Canadian Tranche, a US Dollar LIBO Rate Borrowing, a Canadian Prime Rate Borrowing or (subject to Section 2.12) a Bankers’ Acceptance or BA Equivalent Loan Borrowing by giving advance notice as provided in Section 2.02(c) to the US Administrative Agent (which shall promptly notify the Lenders including the Canadian Administrative Agent) of

such election. All or any part of any outstanding Borrowing may be converted as provided herein, provided that (x) any conversion of any US Dollar Base Rate Borrowing into a US Dollar LIBO Rate Borrowing shall be (as to each such Borrowing into which there is a conversion for an applicable Interest Period) in amounts of at least $1,000,000 or any whole multiple of $500,000 in excess thereof and (y) no Default shall have occurred and be continuing. If a Default shall have occurred and be continuing, no US Dollar Base Rate Borrowing may be converted into a US Dollar LIBO Rate Borrowing.

          (f) Advances. Not later than 1:00 p.m. Eastern time on the date specified for each Borrowing hereunder, each Applicable Lender shall make available the amount of the Loan to be made by it on such date to the Applicable Administrative Agent, to an account which such Administrative Agent shall specify, in immediately available funds, for the account of the Requesting Borrower. The amounts so received by the Applicable Administrative Agent shall, subject to the terms and conditions of this Agreement, be made available to the Requesting Borrower by depositing the same, in immediately available funds, in an account of the Requesting Borrower, designated by such Borrower and maintained at its principal office.

          (g) Letters of Credit. Any US Borrower shall submit to the US Administrative Agent and the Issuing Bank a Letter of Credit Application not later than 11:00 a.m. Eastern time, not less than three (3) Business Days prior to the proposed date of issuance (or such shorter period as may be agreed to by the US Administrative Agent and the Issuing Bank) and at least thirty (30) Business Days prior to the date of amendment, renewal or extension (or such shorter period as may be agreed to by the US Administrative Agent and the Issuing Bank) of a Letter of Credit hereunder. Each Letter of Credit Application shall specify (i) the amount of such Letter of Credit, (ii) the date (which shall be a Business Day) such Letter of Credit is to be issued, amended, renewed or extended, (iii) the duration thereof, (iv) the name and address of the beneficiary thereof, (v) the form of the Letter of Credit, (vi) the name of the elected Issuing Bank and (vii) such other information as the US Administrative Agent and the Issuing Bank may reasonably request, all of which shall be reasonably satisfactory to the US Administrative Agent and such Issuing Bank. Subject to the terms and conditions of this Agreement, on the date specified for the issuance, amendment, renewal or extension of a Letter of Credit, the Issuing Bank shall issue, amend, renew or extend such Letter of Credit to the beneficiary thereof. Promptly thereafter, the Issuing Bank shall notify the US Administrative Agent and the applicable US Borrower, in writing, of such issuance, amendment, renewal or extension, and such notice shall be accompanied by a copy of such issuance, amendment, renewal or extension. Promptly after receipt of such notice, the US Administrative Agent shall notify each US Tranche Revolving Lender, in writing, of such issuance, amendment, renewal or extension and if any US Tranche Revolving Lender so requests, the US Administrative Agent shall provide such Lender with copies of such issuance, amendment, renewal or extension.

     Section 2.03 Changes of Commitments.

          (a) Upon (i) any sale of LP Units, Subordinated Units, IDRs or GP Interests pursuant to Section 10.14(f), or (ii) any sale, exchange or conveyance of Compression Assets to the UCLP Group resulting in cumulative Net Proceeds exceeding $100,000,000 pursuant to Section 10.14(b), the Aggregate US Tranche Commitments shall automatically reduce by an amount equal to 50% of the Net Proceeds from such sale, exchange or conveyance, such amount to be set forth in reasonable detail in an officer’s certificate of Holdings delivered promptly or

within five (5) Business Days after the effectiveness of such sale, exchange or conveyance; provided, however that any sale of LP Units as a result of an over-allotment option pursuant to a public offering will not be considered a sale that would result in a reduction to the Aggregate US Tranche Commitments.

          (b) The US Borrowers shall have the right to terminate or to reduce the amount of the Aggregate US Tranche Commitments at any time, or from time to time, upon not less than three (3) Business Days’ prior notice to the US Administrative Agent (which shall promptly notify the Lenders including the Canadian Administrative Agent) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which shall not be less than $1,000,000 or any whole multiple of $500,000 in excess thereof) and shall be irrevocable and effective only upon receipt by the US Administrative Agent; provided that, any termination in full of the Aggregate US Tranche Commitments pursuant to Section 2.03(b) shall automatically terminate in full the Canadian Allocated Maximum Total Commitments.

          (c) The US Borrowers shall have the right to allocate (or reallocate, if previously allocated) a portion of the Aggregate US Tranche Commitments as the Canadian Allocated Total Commitments by notice to the US Administrative Agent; provided that (i) any such notice shall be received by the US Administrative Agent not later than 11:00 a.m. Eastern time ten (10) Business Days prior to the date such allocation or reallocation shall become effective which effective date may only occur six (6) times per calendar year, (ii) any such allocation or reallocation shall be in an aggregate amount of $5,000,000 or any whole multiple in excess thereof and after giving effect thereto, the Canadian Allocated Total Commitments shall not exceed the Canadian Allocated Maximum Total Commitments, or shall be a reallocation to zero, (iii) outstanding US Tranche Loans will be reallocated according to the new US Tranche Percentages and if outstanding US Dollar LIBOR Loans are required to be terminated, the Borrowers shall pay any required amounts pursuant to Section 5.01 and Section 2.04(a), and (iv) the US Borrowers shall not allocate or reallocate any portion of the Aggregate US Tranche Commitments if, after giving effect thereto and to any concurrent prepayments hereunder (A) the US Tranche Credit Exposure would exceed the Aggregate US Tranche Commitments, (B) the Canadian Tranche Credit Exposure would exceed the Canadian Allocated Total Commitments and (C) any US Tranche Revolving Lender’s US Tranche Commitment would not equal or exceed its US Tranche Credit Exposure or any Canadian Tranche Revolving Lender’s Canadian Allocated Commitment would not equal or exceed its Canadian Tranche Credit Exposure. The allocation will be effected by reducing the US Tranche Commitment of each US Tranche Revolving Lender that is or has a branch or an Affiliate that is a Canadian Tranche Revolving Lender by the amount that its or its branch’s or Affiliate’s Canadian Allocated Commitment is increased. For any reallocation, its or its branch’s or Affiliate’s Canadian Allocated Commitment will be reduced by the amount that its US Tranche Commitment is increased. Any US Tranche Revolving Lender that is not or has no branch or Affiliate that is a Canadian Tranche Revolving Lender will not have its US Tranche Commitment affected. The US Administrative Agent will (x) promptly notify the Canadian Administrative Agent and the US Tranche Revolving Lenders and the Canadian Tranche Revolving Lenders of any such notice of allocation or reallocation of the Aggregate US Tranche Commitments and the amount of their respective Canadian Allocated Commitments, (y) prepare and provide to the Borrowers, the Canadian Administrative Agent and the other Lenders such documentation reflecting the new US

Tranche Commitments and Canadian Allocated Commitments giving effect to such allocation or reallocation and (z) notify all Lenders of the Aggregate US Tranche Commitments and Canadian Allocated Total Commitments upon the effectiveness of such allocation or reallocation, which effectiveness shall require no vote or consent of any Lender.

          (d) At any time during which no Canadian Allocation Period exists, the US Borrowers may at such time permanently terminate their right to allocate a portion of the Aggregate US Tranche Commitments as the Canadian Allocated Total Commitments, at which time the obligations of the Canadian Borrowers hereunder and each Guaranty pursuant to ARTICLE XIV shall automatically terminate, and thereafter no US Tranche Revolving Lender nor any Canadian Tranche Revolving Lender shall have any Canadian Allocated Commitment.

          (e) The Aggregate US Tranche Commitments once terminated or reduced pursuant to Sections 2.03(a) and (b), respectively may not be reinstated except pursuant to Section 2.15.

     Section 2.04 Fees.

          (a) Commitment Fees.

     (i) The US Borrowers shall pay to the US Administrative Agent for the account of each US Tranche Revolving Lender a commitment fee, which shall accrue at the Applicable Margin (a “US Commitment Fee”), on the daily average unused amount (after deducting any LC Exposure) of each US Tranche Revolving Lender’s US Tranche Commitment for the period from and including the Closing Date up to, but excluding, the Revolving Credit Maturity Date.

     (ii) During a Canadian Allocation Period, in consideration of each Canadian Tranche Revolving Lender’s Canadian Allocated Commitment, the Canadian Borrowers shall pay to the US Administrative Agent in US Dollars for the account of each Canadian Tranche Revolving Lender a commitment fee, which shall accrue at the Applicable Margin (a “Canadian Commitment Fee”), on the daily average unused amount of each Canadian Tranche Revolving Lender’s Canadian Allocated Commitment for the Canadian Allocation Period.

     (iii) Accrued Commitment Fees shall be payable quarterly in arrears on each Quarterly Date, on the date of any reallocation of the Aggregate US Tranche Commitments under Section 2.03(c) and on the earlier of the date the Aggregate Revolving Commitments are terminated or the Revolving Credit Maturity Date.

          (b) Letter of Credit Fees.

     (i) The US Borrowers shall pay to the US Administrative Agent, for the account of each US Tranche Revolving Lender and the Issuing Banks, commissions for issuing the Letters of Credit on the daily outstanding amount of the maximum liability of the Issuing Banks existing from time under such Letter of Credit (including the US Dollar Equivalent of the face amount of the outstanding Offshore Currency Letter of Credit) (calculated separately for each Letter of Credit) at a rate equal to the Applicable Margin

for US Dollar LIBOR Loans under the Revolving Credit Facility, in effect from time to time during the term of each Letter of Credit. Each Letter of Credit shall be deemed outstanding up to the available face amount of the Letter of Credit (including the US Dollar Equivalent of the face amount of the outstanding Offshore Currency Letter of Credit) until the Issuing Banks have received from the beneficiary a written cancellation authorization, in form and substance reasonably acceptable to the Issuing Banks or until the date the Letter of Credit expires by its terms. Such commissions are payable quarterly in arrears on each Quarterly Date and upon cancellation or expiration of each such Letter of Credit.

     (ii) In addition to the fees described in Section 2.04(b)(i), the US Borrowers shall pay to the Issuing Bank, for such Issuing Bank’s account, 0.125% per annum of each such fee as an issuing fee.

     (iii) The US Borrowers shall pay to the Issuing Bank for its own account, upon each drawing or payment under, issuance of, or amendment to, any Letter of Credit, such amount as shall at the time of such event be the administrative charge and reasonable out-of-pocket expenses which the Issuing Bank or its Affiliate is generally imposing in connection with such occurrence with respect to letters of credit.

          (c) Other Fees. The US Borrowers shall pay to the US Administrative Agent for its own account such other fees as are set forth in the Fee Letter on the dates specified therein to the extent not paid prior to the Closing Date.

     Section 2.05 Several Obligations. The failure of any Lender to make any Loan to be made by it or to provide funds for disbursements or reimbursements under Letters of Credit on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan or provide funds on such date, but no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender or to provide funds to be provided by such other Lender.

     Section 2.06 Notes. Any Lender may request that the Loans made by it be evidenced by a promissory note. In such event, the Applicable Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender, substantially in the form of Exhibit A-1, with respect to Revolving Loans made to the US Borrowers, Exhibit A-2 with respect to Revolving Loans made to the Canadian Borrowers and Exhibit A-3 with respect to Term Loans, as applicable, dated (a) the Closing Date or (b) the effective date of an Assignment pursuant to Section 13.06(b), in a Principal Amount equal to its Percentage Share of the Aggregate US Tranche Commitments, Canadian Allocated Maximum Total Commitments or Aggregate Term Commitments as the case may be, as originally in effect and otherwise duly completed and such substitute Notes as required by Section 13.06(b); provided that promissory notes requested in amounts less than $1,000,000 shall require the consent of the Applicable Borrower, such consent not to be unreasonably withheld or delayed. The date, amount, Type, interest rate and Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books and maintained in accordance with its usual practice. Failure to make such recordation shall not affect any Lender’s or any Borrower’s rights or obligations in respect of such Loans.

     Section 2.07 Prepayments.

          (a) Voluntary Prepayments. The Borrowers may prepay the US Dollar Base Rate Loans and the Canadian Borrowers may prepay the Canadian Prime Rate Loans, as applicable, upon the same Business Day’s prior notice to the US Administrative Agent (which shall promptly notify the Lenders, including the Canadian Administrative Agent), which notice shall specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be at least $1,000,000 or the remaining aggregate principal balance outstanding on the applicable Notes) and shall be irrevocable and effective only upon receipt by the US Administrative Agent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. The Borrowers may prepay US Dollar LIBOR Loans on the same conditions as for US Dollar Base Rate Loans (except that prior notice to the US Administrative Agent shall not be less than three (3) Business Days for US Dollar LIBOR Loans) and in addition such prepayments of US Dollar LIBOR Loans shall be subject to the terms of Section 5.05 and shall be in an amount equal to all of the US Dollar LIBOR Loans for the Interest Period prepaid. Any prepayments made to the Term Loans shall be applied inversely to the remaining installments owed. Notwithstanding the foregoing, the Canadian Borrowers shall not be permitted to prepay any Bankers’ Acceptances or BA Equivalent Loans at any time.

          (b) Mandatory Prepayments.

     (i) If, after giving effect to any termination, reduction or allocation of the Aggregate US Tranche Commitments pursuant to Sections 2.03(a), (b) and (c), (A) the US Tranche Credit Exposure exceeds the Aggregate US Tranche Commitments or (B) any US Tranche Revolving Lender’s US Tranche Credit Exposure exceeds its US Tranche Commitment, (1) the US Borrowers shall prepay the US Tranche Loans on the date of such termination, reduction or allocation in an aggregate Principal Amount, together with interest on the Principal Amount paid accrued to the date of such prepayment, equal to the excess to be applied first to clause (A) above and then any remaining to clause (B) above for the applicable US Tranche Revolving Lender and (2) if any excess remains after prepaying all of the US Tranche Loans because of the LC Exposure, the US Borrowers shall pay to the US Administrative Agent on behalf of the Issuing Bank and the US Tranche Revolving Lenders an amount equal to the excess to be held as cash collateral as provided in Section 2.10(b) hereof.

     (ii) If, after giving effect to any reallocation of the Canadian Allocated Commitment pursuant to Section 2.03(c) or any termination or reduction pursuant to Section 2.03(b), (A) the outstanding aggregate Principal Amount of the Canadian Tranche Credit Exposure exceeds the Canadian Allocated Total Commitments or (B) any Canadian Tranche Revolving Lender’s Canadian Tranche Credit Exposure exceeds its Canadian Allocated Commitment, the Canadian Borrowers shall prepay the Canadian Tranche Loans (other than Bankers’ Acceptances and BA Equivalent Loans) on the date of such reallocation in an aggregate Principal Amount, together with interest on the Principal Amount paid accrued to the date of such prepayment equal to the excess to be applied first to clause (A) above and then any remaining to clause (B) above for the applicable Canadian Tranche Revolving Lender.

          (c) Generally. Prepayments permitted or required under this Section 2.07 shall be without premium or penalty, except as required under Section 5.05 for prepayment of US Dollar LIBOR Loans. Any prepayments on the Revolving Loans may be reborrowed subject to the then effective Aggregate US Tranche Commitments and the Canadian Allocated Total Commitments, as applicable. Any prepayments on the Term Loans may not be reborrowed. Notwithstanding Section 2.07(b), any prepayments made if an Event of Default exists and is continuing shall be applied pari passu to the Aggregate Credit Exposure. In the event of a mandatory prepayment pursuant to this Section 2.07 which would cause Bankers’ Acceptances and BA Equivalent Notes to be prepaid but for the prohibition on prepayment contained herein, the US Administrative Agent shall deposit with the Canadian Administrative Agent an amount equal to the Principal Amount that would have been prepaid for such Bankers’ Acceptances and BA Equivalent Notes on behalf of the Canadian Tranche Revolving Lenders holding such Bankers’ Acceptances and BA Equivalent Notes to be held pursuant to the terms in Section 2.12(i) except that on the BA Maturity Date for such Bankers’ Acceptances and BA Equivalent Notes, the Canadian Administrative Agent shall apply such amounts against such Bankers’ Acceptances and BA Equivalent Notes.

     Section 2.08 Reserved.

     Section 2.09 Assumption of Risks. Each US Borrower assumes all risks of the acts or omissions of any beneficiary of any Letter of Credit or any transferee thereof with respect to its use of such Letter of Credit. Neither the Issuing Bank (except in the case of gross negligence or willful misconduct on the part of the Issuing Bank or any of its officers, employees, agents or representatives as determined by final and non appealable judgment of a court of competent jurisdiction), its correspondents nor any Lender shall be responsible for the validity, sufficiency or genuineness of certificates or other documents or any endorsements thereon, even if such certificates or other documents should in fact prove to be invalid, insufficient, fraudulent or forged; for errors, omissions, interruptions or delays in transmissions or delivery of any messages by mail, telex, or otherwise, whether or not they be in code; for errors in translation or for errors in interpretation of technical terms; the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; the failure of any beneficiary or any transferee of any Letter of Credit to comply fully with conditions required in order to draw upon any Letter of Credit; or for any other consequences arising from causes beyond the Issuing Bank’s control or the control of the Issuing Bank’s correspondents. In addition, neither the Issuing Bank, the US Administrative Agent nor any Lender shall be responsible for any error, neglect, or default of any of the Issuing Bank’s correspondents; and none of the above shall affect, impair or prevent the vesting of any of the Issuing Bank’s, the US Administrative Agent’s or any Lender’s rights or powers hereunder, all of which rights shall be cumulative. The Issuing Bank and its correspondents may accept certificates or other documents that appear on their face to be in order, without responsibility for further investigation of any matter contained therein regardless of any notice or information to the contrary. In furtherance and not in limitation of the foregoing provisions, each US Borrower agrees that any action, inaction or omission taken or not taken by the Issuing Bank or by any correspondent for the Issuing Bank in good faith in connection with any Letter of Credit, or any related drafts, certificates, documents or instruments, shall be binding on the

Borrowers and shall not put the Issuing Bank or its correspondents under any resulting liability to the Borrowers.

     Section 2.10 Obligation to Reimburse and to Prepay.

          (a) In connection with any Letter of Credit, the US Borrowers may make funds available for disbursement by the Issuing Bank in connection with such Letter of Credit. In such cases, the Issuing Bank shall use such funds which the US Borrowers have made available to fund such Letter of Credit. In addition, the US Borrowers may give written instructions to the Issuing Bank and the US Administrative Agent to make a Loan under this Agreement to fund any Letters of Credit which may be drawn. In all such cases, the US Borrowers shall give the appropriate notices required under this Agreement for a US Dollar Base Rate Loan or a US Dollar LIBOR Loan. If a disbursement by the Issuing Bank is made under any Letter of Credit, in cases in which the US Borrowers have not either provided their own funds to fund a draw on a Letter of Credit or given the US Administrative Agent prior notice for a Loan under this Agreement, then the US Borrowers shall pay to the US Administrative Agent within two (2) Business Days after notice of any such disbursement is received by the US Borrowers, the amount and, in the case of any Offshore Currency Letters of Credit, the US Dollar Equivalent determined on the date of such disbursement, of each such disbursement made by the Issuing Bank under the Letter of Credit (if such payment is not sooner effected as may be required under this Section 2.10 or under other provisions of the Letter of Credit), together with interest on the amount disbursed from and including the date of disbursement until payment in full of such disbursed amount at a varying rate per annum equal to (i) the then applicable interest rate for US Dollar Base Rate Loans through the second Business Day after notice of such disbursement is received by such US Borrower and (ii) thereafter, the Post-Default Rate for US Dollar Base Rate Loans (but in no event to exceed the Highest Lawful Rate) for the period from and including the third Business Day following the date of such disbursement to and including the date of repayment in full of such disbursed amount. The obligations of each US Borrower under this Agreement with respect to each Letter of Credit shall be absolute, unconditional and irrevocable and shall be paid or performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever, including, without limitation, but only to the fullest extent permitted by applicable law, the following circumstances: (A) any lack of validity or enforceability of this Agreement, any Letter of Credit or any of the Security Instruments; (B) any amendment or waiver of (including any default), or any consent to departure from this Agreement (except to the extent permitted by any amendment or waiver), any Letter of Credit or any of the Security Instruments; (C) the existence of any claim, set-off, defense or other rights which either US Borrower may have at any time against the beneficiary of any Letter of Credit or any transferee of any Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Issuing Bank, the US Administrative Agent, any US Tranche Revolving Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the Security Instruments, the transactions contemplated hereby or any unrelated transaction; (D) any statement, certificate, draft, notice or any other document presented under any Letter of Credit proves to have been forged, fraudulent, insufficient or invalid in any respect or any statement therein proves to have been untrue or inaccurate in any respect whatsoever; (E) payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate which appears on its face to comply, but does not comply, with the terms of such

Letter of Credit; and (F) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Notwithstanding anything in this Agreement to the contrary, the US Borrowers will not be liable for payment or performance that results from the gross negligence or willful misconduct of the Issuing Bank or its officers, employees, agents or representatives, except where the US Borrowers or any Restricted Subsidiary actually recovers the proceeds for itself or the Issuing Bank of any payment made by the Issuing Bank in connection with such gross negligence or willful misconduct, except for reasonable costs and expenses associated with such recovery.

          (b) In the event of the occurrence of any Event of Default, a payment or prepayment pursuant to Section 2.07(b) or the maturity of the Notes, whether by acceleration or otherwise, an amount equal to the LC Exposure, except for all Offshore Currency Letters of Credit which shall equal an amount equal to 110% of the aggregate face amount of all such Offshore Currency Letters of Credit based on the then US Dollar Equivalent, shall be deemed to be forthwith due and owing by the US Borrowers to the Issuing Bank, the US Administrative Agent and the US Tranche Revolving Lenders as of the date of any such occurrence; and each US Borrower’s obligation to pay such amount shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit, and, to the fullest extent permitted by applicable law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment which the US Borrowers may now or hereafter have against any such beneficiary, the Issuing Bank, the US Administrative Agent, the US Tranche Revolving Lenders or any other Person for any reason whatsoever. The US Borrowers will have a continuing obligation to maintain in such account at least an amount in cash equal to 110% of the aggregate face amount of all such Offshore Currency Letters of Credit based on the then US Dollar Equivalent. Such payments shall be held by the Issuing Bank on behalf of the US Tranche Revolving Lenders as cash collateral securing the LC Exposure in an account or accounts at the Principal Office; and the US Borrowers hereby grant to, and by their deposit with the US Administrative Agent grants to, the US Administrative Agent a security interest in such cash collateral. In the event of any such payment by the US Borrowers of amounts contingently owing under outstanding Letters of Credit and in the event that thereafter drafts or other demands for payment complying with the terms of such Letters of Credit are not made prior to the respective expiration dates thereof, the US Administrative Agent agrees, if no Event of Default has occurred and is continuing or if no other amounts are outstanding under this Agreement, the Notes or the Security Instruments, to remit to the US Borrowers (i) amounts for which the contingent obligations evidenced by the Letters of Credit have ceased and (ii) amounts on deposit as cash collateral for Letters of Credit.

          (c) Each US Tranche Revolving Lender severally and unconditionally agrees that it shall promptly reimburse the Issuing Bank in US Dollars an amount equal to such Lender’s participation in any Letter of Credit as provided in Section 2.01(b) of any disbursement made by the Issuing Bank under any Letter of Credit that is not reimbursed according to this Section 2.10 (other than with respect to disbursements described in the second paragraph of Section 2.10(a)), and such obligation to reimburse is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the

Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If the US Borrowers fail to make such payment when due, the US Administrative Agent shall notify each US Tranche Revolving Lender of the applicable disbursement, the payment then due from the US Borrowers in respect thereof and such Lender’s applicable percentage thereof. Promptly following receipt of such notice, each US Tranche Revolving Lender shall pay to the US Administrative Agent its applicable percentage of the payment then due from the US Borrowers, in the same manner as provided in Section 2.02(f) with respect to Loans made by such Lender (and Section 2.02(f) shall apply, mutatis mutandis, to the payment obligations of the US Tranche Revolving Lenders), and the US Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the US Tranche Revolving Lenders. Promptly following receipt by the US Administrative Agent of any payment from the US Borrowers pursuant to this paragraph, the US Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that US Tranche Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such US Tranche Revolving Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any disbursement shall constitute a Loan and shall not relieve the US Borrowers of their obligation to reimburse such disbursement.

          (d) If no Event of Default has occurred and is continuing, and subject to availability under the Aggregate Revolving Commitments (after reduction for the LC Exposure), to the extent the US Borrowers have not reimbursed the Issuing Bank for any drawn upon Letter of Credit within one (1) Business Day after notice of such disbursement has been received by the US Borrowers, the amount of such Letter of Credit reimbursement obligation shall automatically be funded by the US Tranche Revolving Lenders as a Loan hereunder and used to pay such Letter of Credit reimbursement obligation in the percentages referenced in clause (c) above. If an Event of Default has occurred and is continuing, or if the funding of such Letter of Credit reimbursement obligation as a Loan would cause the aggregate amount of all Loans outstanding to exceed the Aggregate Revolving Commitments (after reduction for the LC Exposure), such Letter of Credit reimbursement obligation shall not be funded as a Loan, but instead shall accrue interest as provided in Section 2.10(a) and be subject to reimbursement under Section 2.10(c).

     Section 2.11 Lending Offices. The Loans of each Type made by each Lender shall be made and maintained at such Lender’s Applicable Lending Office for Loans of such Type.

     Section 2.12 Bankers’ Acceptances and BA Equivalent Loans.

          (a) Subject to the terms and conditions of this Agreement, the Canadian Allocated Commitments may be utilized, upon the request of the Canadian Borrowers, in addition to Canadian Prime Rate Loans, US Dollar Base Rate Loans and US Dollar LIBOR Loans provided for by Section 2.01(a)(iii), for the acceptance and purchase by the Canadian Tranche Revolving Lenders of Bankers’ Acceptances issued by the Canadian Borrowers or the making of BA Equivalent Loans, provided that (i) in no event shall the US Dollar Equivalent Amount of the aggregate amount of the Canadian Prime Rate Loans, Bankers’ Acceptances and BA Equivalent Loans and the aggregate amount of the US Dollar Base Rate Loans and the US Dollar LIBOR Loans owing to the Canadian Tranche Revolving Lenders exceed the Canadian Allocated Total Commitments, (ii) all Bankers’ Acceptances and BA Equivalent Notes shall have maturities which fall on a Business Day and are an integral multiple of thirty (30) days, and

are not less than thirty (30) days or more than 180 days, from the Acceptance Date (and shall in no event mature on a date after the Revolving Credit Maturity Date) and (iii) in no event shall the face amount of any Borrowing by way of Bankers’ Acceptance or BA Equivalent Loan be less than C$1,000,000 and other than in multiples of C$100,000 for any amounts in excess thereof. Whenever the Canadian Borrowers are required to furnish a notice to the Canadian Administrative Agent pursuant to the following additional provisions of this Section 2.12, it shall give a copy of such notice to the US Administrative Agent.

          (b) To facilitate the acceptance of Bankers’ Acceptances and the issuance of BA Equivalent Notes under this Agreement, the Canadian Borrowers shall, from time to time as required, provide to the Canadian Administrative Agent Drafts and BA Equivalent Notes duly executed and endorsed in blank by the Canadian Borrowers in quantities sufficient for each Canadian Tranche Revolving Lender to fulfill its obligations hereunder. In addition, the Canadian Borrowers hereby appoint each Canadian Tranche Revolving Lender as its attorney, with respect to Drafts and BA Equivalent Notes for which the Canadian Borrowers have provided a Bankers’ Acceptance or BA Equivalent Loan notice:

     (i) to complete and sign on behalf of the Canadian Borrowers, either manually or by facsimile or mechanical signature, the Drafts to create the Bankers’ Acceptances (with, in each Canadian Tranche Revolving Lender’s discretion, the inscription “This is a depository ▇▇▇▇ subject to the Depository Bills and Notes Act (Canada)”) or the BA Equivalent Notes, as applicable;

     (ii) after the acceptance thereof by any Canadian Tranche Revolving Lender, to endorse on behalf of the Canadian Borrowers, either manually or by facsimile or mechanical signature, such Bankers’ Acceptance in favor of the applicable purchaser or endorsee thereof including, in such Canadian Tranche Revolving Lender’s discretion, such Canadian Tranche Revolving Lender or a clearing house (as defined by the DBNA);

     (iii) to deliver such Bankers’ Acceptances to such purchaser or to deposit such Bankers’ Acceptances with such clearing house; and

     (iv) to comply with the procedures and requirements established from time to time by such Canadian Tranche Revolving Lender or such clearing house in respect of the delivery, transfer and collection of Drafts and Bankers’ Acceptances.

The Canadian Borrowers recognize and agree that all Drafts, Bankers’ Acceptances and BA Equivalent Notes signed, endorsed, delivered or deposited on their behalf by a Canadian Tranche Revolving Lender shall bind the Canadian Borrowers as fully and effectually as if signed in the handwriting of and duly issued, delivered or deposited by the proper signing officer of such Canadian Borrower. Each Canadian Tranche Revolving Lender is hereby authorized to accept such Drafts or issue such Bankers’ Acceptances endorsed in blank or issue BA Equivalent Notes in such face amounts as may be determined by such Canadian Tranche Revolving Lender in accordance with the terms of this Agreement, provided that the aggregate amount thereof is less than or equal to the aggregate amount of Bankers’ Acceptances required to be accepted by or BA Equivalent Loans made by such Canadian Tranche Revolving Lender. No Canadian Tranche Revolving Lender shall be responsible or liable for its failure to accept a Bankers’ Acceptance or make a BA Equivalent Loan if the cause of such failure is, in whole or in part, due to the failure

of the Canadian Borrowers to provide duly executed and endorsed Drafts or BA Equivalent Notes to the Canadian Administrative Agent on a timely basis, nor shall any Canadian Tranche Revolving Lender be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except loss or improper use arising by reason of the gross negligence or willful misconduct of such Canadian Tranche Revolving Lender, its officers, employees, agents or representatives. The Canadian Administrative Agent and each Canadian Tranche Revolving Lender shall exercise such care in the custody and safekeeping of Drafts and BA Equivalent Notes as it would exercise in the custody and safekeeping of similar property owned by it. Each Canadian Tranche Revolving Lender will, upon the request of the Canadian Borrowers, promptly advise the Canadian Borrowers of the number and designation, if any, of Drafts and BA Equivalent Notes then held by it for the Canadian Borrowers. Each Canadian Tranche Revolving Lender shall maintain a record with respect to Drafts and Bankers’ Acceptances (A) received by it from the Canadian Administrative Agent in blank hereunder, (B) voided by it for any reason, (C) accepted by it hereunder, (D) purchased by it hereunder and (E) canceled at their respective maturities and of BA Equivalent Notes (1) received by it from the Canadian Administrative Agent in blank hereunder, (2) voided by it for any reason and (3) canceled at their respective maturities. Each Canadian Tranche Revolving Lender further agrees to retain such records in the manner and for the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Canadian Tranche Revolving Lender.

          (c) When the Canadian Borrowers wish to make a Borrowing by way of Bankers’ Acceptances or BA Equivalent Loans, such Canadian Borrower shall give the Administrative Agents a borrowing notice in the form of Exhibit B-2 with respect to the issuance of the Bankers’ Acceptances or BA Equivalent Notes by not later than 1:00 p.m. Eastern time, three (3) Business Days’ prior to the Acceptance Date. Each borrowing notice shall be irrevocable and binding on the Canadian Borrowers. The Canadian Borrowers shall indemnify each Canadian Tranche Revolving Lender against any loss or expense incurred by such Lender as a result of any failure by the Canadian Borrowers to fulfill or honor before the date specified as the Acceptance Date, the applicable conditions set forth in ARTICLE VI, if, as a result of such failure the requested Bankers’ Acceptance or a BA Equivalent Loan is not made on such date. Unless otherwise agreed among the Administrative Agents and the Canadian Tranche Revolving Lenders, the aggregate amount of all Bankers’ Acceptances or BA Equivalent Notes issued on any Acceptance Date hereunder shall be accepted pro rata, subject to Section 2.12(g), by all Canadian Tranche Revolving Lenders relative to their respective Canadian Tranche Percentage. Upon receipt of a borrowing notice, the Canadian Administrative Agent shall advise each Canadian Tranche Revolving Lender of the contents thereof. Upon the acceptance of a Bankers’ Acceptance or a BA Equivalent Note by a Canadian Tranche Revolving Lender, such Lender shall purchase such Bankers’ Acceptance from or make such BA Equivalent Loan to such Canadian Borrower and pay to the Canadian Administrative Agent not later than 12:00 p.m. Eastern time, on the day of such Borrowing, for the account of such Canadian Borrower, the amount of the BA Net Proceeds in respect of such Bankers’ Acceptance or BA Equivalent Loan.

          (d) On each day during the period commencing with the issuance by the Canadian Borrowers of any Bankers’ Acceptance and until such BA Exposure shall have been paid by the Canadian Borrowers, the Canadian Allocated Commitment of each Accepting Lender that is able to extend credit by way of Bankers’ Acceptances shall be deemed to be utilized for

all purposes of this Agreement in an amount equal to the Principal Amount of such Bankers’ Acceptance. The Canadian Allocated Commitment of any Canadian Tranche Revolving Lender providing a BA Equivalent Loan rather than Bankers’ Acceptances shall be deemed utilized during this period in an amount equal to its Canadian Tranche Percentage of the total amount of Bankers’ Acceptances and BA Equivalent Loans in each borrowing notice.

          (e) The Canadian Borrowers agree to pay on the BA Maturity Date for each Bankers’ Acceptance and BA Equivalent Note, to the Canadian Administrative Agent for account of each Accepting Lender, an amount equal to the Principal Amount of such Bankers’ Acceptance or BA Equivalent Note. The Canadian Borrowers hereby waive presentment for payment of Bankers’ Acceptances or BA Equivalent Note by each Accepting Lender and any defense to payment of amounts due to an Accepting Lender in respect of a Bankers’ Acceptance or BA Equivalent Note which might exist by reason of such Bankers’ Acceptance or BA Equivalent Note being held at maturity by the Accepting Lender which accepted it and agree not to claim from such Lender any days of grace for the payment at maturity of Bankers’ Acceptances or BA Equivalent Notes.

          (f) If the Canadian Borrowers fail to notify the Canadian Administrative Agent in writing not later than 1:00 p.m. Eastern time, on the Business Day prior to any BA Maturity Date that the Canadian Borrowers intend to pay the Bankers’ Acceptances and BA Equivalent Loans due on such BA Maturity Date, or fails to make such payment, the Canadian Borrowers shall be deemed, for all purposes to have given the Canadian Administrative Agent notice of a borrowing of a Canadian Prime Rate Loan pursuant to Section 2.02(a) for an amount equal to the Principal Amount of such Bankers’ Acceptance and BA Equivalent Loan; provided that:

     (i) the BA Maturity Date for such Bankers’ Acceptances shall be considered to be the date of such Borrowing;

     (ii) the proceeds of such Canadian Prime Rate Loan shall be used to pay the Principal Amount of the Bankers’ Acceptance due on such BA Maturity Date;

     (iii) each Canadian Tranche Revolving Lender which has made a maturing BA Equivalent Loan (in accordance with Section 2.12(g) hereof) shall continue to extend credit to such Canadian Borrower (without further advance of funds to such Canadian Borrower) by way of a Canadian Prime Rate Loan in the Principal Amount equal to its maturing BA Equivalent Loan; and

     (iv) the Canadian Administrative Agent shall promptly and in any event within three (3) Business Days following the BA Maturity Date of such Bankers’ Acceptances and such BA Equivalent Loans, notify the Canadian Borrowers in writing of the making of or converting to such Canadian Prime Rate Loan pursuant to this Section 2.12(f).

          (g) If, in the sole judgment of a Canadian Tranche Revolving Lender, such Lender is unable, as a result of applicable law, customary market practice, or otherwise, to extend credit by way of Bankers’ Acceptances in accordance with this Agreement, such Lender shall give notice to such effect to the Canadian Administrative Agent and the Canadian Borrowers prior to 11:00 a.m. Eastern time, on the date of the requested credit extension (which

notice may, if so stated therein, remain in effect with respect to subsequent requests for extension of credit by way of Bankers’ Acceptances until revoked by notice to the Administrative Agents and the Canadian Borrowers) and shall make available to the Canadian Administrative Agent, in accordance with this Section 2.12 hereof prior to 2:00 p.m. Eastern time, on the date of such requested credit extension, a BA Equivalent Loan in an amount equal to the BA Net Proceeds equivalent to such Lender’s Canadian Tranche Percentage of the total amount of credit requested to be extended by way of Bankers’ Acceptances.

          (h) It is the intention of the Canadian Administrative Agent, the Canadian Tranche Revolving Lenders, and the Canadian Borrowers that, except to the extent a Canadian Tranche Revolving Lender advises otherwise, pursuant to the DBNA, all Bankers’ Acceptances accepted by the Canadian Tranche Revolving Lenders under this Agreement shall be issued in the form of a “depository ▇▇▇▇” (as defined in the DBNA), deposited with the Canadian Depository for Securities Limited and made payable to CDS & Co.

          (i) If any Event of Default shall have occurred and be continuing, on the Business Day that the Canadian Borrowers receive notice from the Canadian Tranche Revolving Lenders with BA Exposure representing greater than 66²/₃% of the total BA Exposure or, if the maturity of the Loans has been accelerated, from the Canadian Administrative Agent, the US Administrative Agent, or the Majority Lenders, demanding the deposit of cash collateral pursuant to this paragraph, the Canadian Borrowers shall deposit in an account with the Canadian Administrative Agent, in the name of the Canadian Administrative Agent and for the benefit of the Canadian Tranche Revolving Lenders, an amount in cash equal to the BA Exposure of the Canadian Borrowers as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in Section 11.01(f) or Section 11.01(g). Any such deposit shall be held by the Canadian Administrative Agent as collateral for the payment and performance of the obligations of the Canadian Borrowers under this Agreement. The Canadian Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Canadian Administrative Agent and at the Canadian Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Canadian Administrative Agent for the satisfaction of the obligations of the Canadian Borrowers with respect to the BA Exposure at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other obligations of the Canadian Borrowers under this Agreement (but subject to the consent of Canadian Tranche Revolving Lenders with BA Exposure representing greater than 50% of the total BA Exposure). If the Canadian Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Canadian Borrowers within three (3) Business Days after all Events of Default have been cured or waived.

          (j) Drafts of the Canadian Borrowers to be accepted as Bankers’ Acceptances and BA Equivalent Notes hereunder shall be duly executed on behalf of the Canadian Borrowers.

Notwithstanding that any person whose signature appears on any Bankers’ Acceptance or BA Equivalent Note as a signatory for the Canadian Borrowers may no longer be an authorized signatory for the Canadian Borrowers at the date of issuance of a Bankers’ Acceptance or advance of a BA Equivalent Loan, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance or advance, and any such Bankers’ Acceptance or BA Equivalent Note so signed shall be binding on the Canadian Borrowers.

          (k) Each Canadian Tranche Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all Bankers’ Acceptances accepted and purchased by it.

     Section 2.13 Joint and Several Liability of the Borrowers.

     (a) With respect to the US Borrowers, subject to Section 2.14:

     (i) Each of the US Borrowers is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of the US Borrowers and in consideration of the undertakings of each of the US Borrowers to accept joint and several liability for the obligations of each of them.

     (ii) Each of the US Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other US Borrower with respect to the payment and performance of all of the obligations arising under this Agreement and the other Loan Documents, it being the intention of the parties hereto that all of the obligations hereunder and under the other Loan Documents shall be the joint and several obligations of each of the US Borrowers without preferences or distinction between them.

     (iii) If and to the extent that either of the US Borrowers shall fail to make any payment with respect to any of the obligations hereunder as and when due or to perform any of such obligations in accordance with the terms thereof, then in each such event, the other US Borrower will make such payment with respect to, or perform, such obligation.

     (iv) The provisions of this Section 2.13(a) are made for the benefit of the Lenders and their successors and assigns and may be enforced by them from time to time against either of the US Borrowers as often as occasion therefor may arise and without requirement on the part of the Lenders first to ▇▇▇▇▇▇▇▇ any of its claims or to exercise any of its rights against the other US Borrower or to exhaust any remedies available to it against the other US Borrower or to resort to any other source or means of obtaining payment of any to the obligations hereunder or to elect any other remedy. The provisions of this Section 2.13(a) shall remain in effect until all the obligations hereunder shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the obligations, is rescinded or must otherwise be restored or returned by the Lenders upon the insolvency, bankruptcy or reorganization of any of the US Borrowers, or otherwise, the provisions of this Section 2.13(a) will forthwith be reinstated an in effect as though such payment had not been made.

     (v) Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to the extent the obligations of either US Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such US Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

     (vi) Each US Borrower hereby appoints the other US Borrower to act as its agent for all purposes under this Agreement (including, without limitation, with respect to all matters relating to the borrowing, conversion, continuance and repayment of Loans and the applications for the issuance, renewal, extensions or reissuance of a Letter of Credit) and agrees that (i) any notice or communication delivered by the US Administrative Agent or a Lender to a US Borrower shall be deemed delivered to both US Borrowers and (ii) the US Administrative Agent and the Lenders may accept, and be permitted to rely on, any notice, document, instrument or agreement executed by one US Borrower on behalf of the other US Borrower.

          (b) With respect to the Canadian Borrowers:

     (i) Each of the Canadian Borrowers is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of the Canadian Borrowers and in consideration of the undertakings of each of the Canadian Borrowers to accept joint and several liability for the obligations of each of them.

     (ii) Each of the Canadian Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Canadian Borrower with respect to the payment and performance of all of the obligations of the Canadian Borrowers arising under this Agreement and the other Loan Documents, it being the intention of the parties hereto that all of the obligations of the Canadian Borrowers hereunder and under the other Loan Documents shall be the joint and several obligations of each of the Canadian Borrowers without preferences or distinction between them.

     (iii) If and to the extent that either of the Canadian Borrowers shall fail to make any payment with respect to any of the obligations of the Canadian Borrowers hereunder as and when due or to perform any of such obligations in accordance with the terms thereof, then in each such event, the other Canadian Borrower will make such payment with respect to, or perform, such obligation.

     (iv) The provisions of this Section 2.13(b) are made for the benefit of the Lenders and their successors and assigns and may be enforced by them from time to time against either of the Canadian Borrowers as often as occasion therefor may arise and without requirement on the part of the Lenders first to ▇▇▇▇▇▇▇▇ any of its claims or to exercise any of its rights against the other Canadian Borrower or to exhaust any remedies available to it against the other Canadian Borrower or to resort to any other source or means of obtaining payment of any to the obligations of the Canadian Borrowers

hereunder or to elect any other remedy. The provisions of this Section 2.13(b) shall remain in effect until all the obligations of the Canadian Borrowers hereunder shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the obligations, is rescinded or must otherwise be restored or returned by the Lenders upon the insolvency, bankruptcy or reorganization of either of the Canadian Borrowers, or otherwise, the provisions of this Section 2.13(b) will forthwith be reinstated and in effect as though such payment had not been made.

     (v) Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to the extent the obligations of either Canadian Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable provincial or federal law relating to fraudulent conveyances or transfers) then the obligations of such Canadian Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or provincial and including, without limitation, the Bankruptcy and Insolvency Act (Canada)).

     (vi) Each Canadian Borrower hereby appoints the other Canadian Borrower to act as its agent for all purposes under this Agreement (including, without limitation, with respect to all matters relating to the borrowing, conversion, continuance and repayment of Loans and the applications for the issuance, renewal, extensions or reissuance of a Letter of Credit) and agrees that (i) any notice or communication delivered by the Administrative Agents or a Lender to a Canadian Borrower shall be deemed delivered to both Canadian Borrowers and (ii) the Administrative Agents and the Lenders may accept, and be permitted to rely on, any notice, document, instrument or agreement executed by one Canadian Borrower on behalf of the other Canadian Borrower.

     Section 2.14 Conditions for Holdings to Become Sole US Borrower. Notwithstanding anything in this Agreement or in the other Loan Documents to the contrary, including without limitation, Section 2.13(a):

          (a) Holdings shall have the right to elect to become the sole US Borrower after (i) the Debt described in Sections 10.01(b), (d), (e) and (k) (excluding performance guaranties and bonds) are refinanced, paid off or assumed by Holdings and UCI is released from such Debt except for unsecured guaranties by UCI of such Debt and except that UCI may remain the primary obligor on up to $10,000,000 of such Debt and (ii) UCI shall have executed the Guarantee and Collateral Agreement guaranteeing the performance and payment obligations of Holdings under the Loan Documents.

          (b) Holdings shall submit a certificate to the US Administrative Agent substantially in the form of Exhibit G of its election described in subsection (a) above and upon the delivery of such certificate Holdings shall irrevocably have all of the rights and obligations of the sole US Borrower under the Loan Documents (including, without limitation, any Loans made prior to such notification) and UCI shall be automatically released as a Borrower under this Agreement and the other Loan Documents, including, without limitation, any Letter of Credit Application.

     (i) Notwithstanding the use of the term “US Borrowers” as set forth in the Loan Documents: (i) prior to Holdings having sole rights or obligations as a US Borrower, as set forth in clause (a) above, the terms “US Borrowers” or “a US Borrower” as used in the Loan Documents shall mean a reference to Holdings and UCI and (ii) on and after the date that Holdings becomes the sole US Borrower, in accordance with clause (b) above, the terms “US Borrowers” or “a US Borrower” as used in the Loan Documents, including without limitation, any Letter of Credit Application shall only mean a reference to Holdings.

     Section 2.15 Commitment Increase.

     (a) Subject to the conditions set forth in Section 2.15(b)(ii), Section 6.02 and Section 6.04, the US Borrowers may increase the Aggregate US Tranche Commitments and/or the Aggregate Term Commitments then in effect without the prior written consent of the Lenders (a “Commitment Increase”) by increasing the applicable commitment of an Applicable Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).

     (b) The increase in the Aggregate US Tranche Commitments and/or the Aggregate Term Commitments shall be subject to the following additional conditions:

     (i) all such increases shall not exceed $250,000,000 or such lesser amount as reduced pursuant to Section 2.15(e) for both the Aggregate US Tranche Commitments and the Aggregate Term Commitments combined;

     (ii) if the US Borrowers elect to increase the Aggregate US Tranche Commitments by increasing the applicable commitment of a Lender, the US Borrowers and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 (a “Commitment Increase Certificate”);

     (iii) if the US Borrowers elect to increase the Aggregate US Tranche Commitments by causing an Additional Lender to become a party to this Agreement, then the US Borrowers and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of the Commitment Increase Certificate and Exhibit H-2 (an “Additional Lender Certificate”), together with an Administrative Questionnaire, and the Borrower shall, if requested by the Additional Lender, deliver a Note payable to the order of such Additional Lender in a Principal Amount equal to its US Tranche Commitment or Term Commitment, and otherwise duly completed; provided that such Additional Lender must be reasonably acceptable to the Administrative Agent and the Issuing Bank;

     (iv) if the US Borrowers elect to increase the Aggregate Term Commitments, the US Borrowers and each Term Loan Lender shall execute and deliver to the US Administrative Agent a Term Loan Assumption Agreement and such other documentation as the US Administrative Agent shall reasonably specify to evidence the Term Commitment of such Term Loan Lender. Each Term Loan Assumption Agreement shall specify the Term Commitments, the Applicable Margins, the Term Loan Funding Date, and the Term Loan Maturity Date and other terms of the Term Loans to be made

thereunder; provided, that no Term Loans shall be made unless (y) the conditions set forth in Section 6.04 shall be satisfied and (z) the other closing certificates and documentation as required by the relevant Term Loan Assumption Agreement shall be delivered. The US Administrative Agent shall promptly notify each Term Loan Lender as to the effectiveness of each Term Loan Assumption Agreement.

     (v) no Default or Event of Default shall have occurred and be continuing at the effective date of such increase;

     (vi) on the effective date of such increase, no US Dollar LIBO Rate Borrowings shall be outstanding or if any US Dollar LIBO Rate Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such US Dollar LIBO Rate Borrowings unless the Borrower pays compensation required by Section 5.02;

     (vii) no Lender’s US Tranche Commitment or Term Commitment may be increased without the consent of such Lender; and

     (viii) any increase shall be not less than $50,000,000 and shall be in a whole multiple of $10,000,000 in excess thereof.

          (c) Subject to acceptance and recording thereof pursuant to Section 2.15(d), from and after the effective date specified in the Commitment Increase Certificate or the Additional Lender Certificate (or if any US Dollar LIBO Rate Borrowings are outstanding, then the last day of the Interest Period in respect of such US Dollar LIBO Rate Borrowings, unless the US Borrowers have paid compensation required by Section 5.05): (i) the amount of the Aggregate US Tranche Commitments and/or Aggregate Term Commitments shall be increased as set forth therein, and (ii) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall become a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition in connection with an increase of the Aggregate US Tranche Commitments, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Loans (and participation interests in Letters of Credit) of each of the other US Tranche Revolving Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any Additional Lender, if applicable) shall hold its US Tranche Percentage of the outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate US Tranche Commitments.

          (d) Upon its receipt of a duly completed Commitment Increase Certificate or an Additional Lender Certificate, executed by the US Borrowers and the Lender or the US Borrowers and the Additional Lender party thereto, as applicable, the processing and recording fee referred to in Section 2.15(b)(iii), the Administrative Questionnaire referred to in Section 2.15(b)(iii), if applicable, the other closing certificates and documentation as required by the Administrative Agent, and the written consent which will not be unreasonably withheld of the Administrative Agent, and the Issuing Bank to such increase required by Section 2.15(b)(iii), the Administrative Agent shall accept such Commitment Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.05(b)(iv). No increase in the Aggregate US

Tranche Commitments and/or the Aggregate Term Commitments shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.15(d).

          (e) Upon the sale of any LP Units, Subordinated Units, IDRs or GP Interests by the US Borrowers or any Restricted Subsidiaries or upon any sale, exchange or conveyance of Compression Assets to the UCLP Group resulting in cumulative Net Proceeds exceeding $100,000,000 pursuant to Section 10.14(b), any unused Commitment Increases will be reduced by an amount equal to 50% of the Net Proceeds from such sale, exchange or conveyance, such amount to be set forth in reasonable detail in an officer’s certificate of Holdings delivered promptly or within five (5) Business Day after the effectiveness of such sale, exchange or conveyance, provided, however that any sale of LP Units as a result of an over-allotment option pursuant to a public offering will not be considered a sale that would result in a reduction in the unused Commitment Increases.

ARTICLE III
Payments of Principal and Interest

     Section 3.01 Repayment of Loans.

          (a) Revolving Loans. On the Revolving Credit Maturity Date the Borrowers shall pay to the Applicable Administrative Agent, for the account of each Applicable Lender, the outstanding aggregate principal and accrued and unpaid interest under the Revolving Loans.

          (b) Term Loans. On the Term Loan Maturity Date the US Borrowers shall pay to the US Administrative Agent, for the account of each Term Loan Lender, the outstanding aggregate principal and accrued and unpaid interest under the Term Loan.

     Section 3.02 Interest.

          (a) Interest Rates. The Borrowers will pay to the Applicable Administrative Agent, for the account of each Applicable Lender, interest on the unpaid Principal Amount of each Loan made by such Lender for the period commencing on the date such Loan is made to, but excluding, the date such Loan shall be paid in full, at the following rates per annum:

     (i) with respect to the Revolving Credit Facility, if such a Loan is a US Dollar Base Rate Loan, the US Dollar Base Rate (as in effect from time to time) plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate;

     (ii) with respect to the Revolving Credit Facility, if such a Loan is a US Dollar LIBOR Loan, for each Interest Period relating thereto, the US Dollar LIBO Rate for such Loan plus the Applicable Margin (as in effect from time to time), but in no event to exceed the Highest Lawful Rate;

     (iii) with respect to the Revolving Credit Facility, if such a Loan is a Canadian Prime Rate Loan, the Canadian Prime Rate (as in effect from time to time) plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate;

     (iv) with respect to the Term Loan Facility, if such Loan is a US Dollar Base Rate Loan, the US Dollar Base Rate (as in effect from time to time) plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate; and

     (v) with respect to the Term Loan Facility, if such Loan is a US Dollar LIBOR Loan, for each Interest Period relating thereto, the US Dollar LIBO Rate for such Loan plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate.

          (b) Canadian Interest.

     (i) For purposes of disclosure under the Interest Act (Canada), where interest is calculated pursuant Section 3.02(a)(iii) at a rate based upon a 360, 365 or 366 day year, as the case may be, (the “First Rate”), it is hereby agreed that the rate or percentage of interest on a yearly basis is equivalent to such First Rate multiplied by the actual number of days in the year divided by 360, 365 or 366, as applicable.

     (ii) Notwithstanding the provisions of this Section 3.02 or any other provision of this Agreement, in no event shall the aggregate “interest” (as that term is defined in Section 347 of the Criminal Code (Canada)) exceed the effective annual rate of interest on the “credit advanced” (as defined therein) lawfully permitted under Section 347 of the Criminal Code (Canada). The effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the term of the applicable Canadian Tranche Loan, and in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries qualified for a period of ten (10) years appointed by the Canadian Administrative Agent and approved by the Canadian Borrowers, such approval shall not be unreasonably withheld or delayed, will be conclusive for the purposes of such determination absent manifest error.

     (iii) A certificate of an authorized signing officer of the US Administrative Agent as to each amount and/or each rate of interest payable hereunder from time to time shall be conclusive evidence of such amount and of such rate, absent manifest error.

     (iv) Wherever in this Agreement reference is made to a rate of interest “per annum” or a similar expression is used, such interest shall be calculated using the nominal rate method of calculation and shall not be calculated using the effective rate method of calculation or any other basis that gives effect to the principal of deemed reinvestment of interest.

          (c) Post-Default Rate. Notwithstanding the foregoing, each Borrower will pay to the Applicable Administrative Agent, for the account of each Applicable Lender interest at the applicable Post-Default Rate on any principal of any Loan (excluding Bankers’ Acceptances and BA Equivalent Loans) made by such Lender, and (to the fullest extent permitted by law) on any other amount payable by each Borrower hereunder, under any Loan Document or under any Note held by such Lender to or for account of such Lender, for the period commencing on the date of an Event of Default until the same is paid in full or all Events of Default are cured or waived.

          (d) Due Dates. Accrued interest on US Dollar Base Rate Loans and Canadian Prime Rate Loans shall be payable on each Quarterly Date, and accrued interest on each US Dollar LIBOR Loan shall be payable on the last day of the Interest Period therefor and, if such Interest Period is longer than three months, at three-month intervals following the first day of such Interest Period, except that interest payable at the Post-Default Rate shall be payable from time to time on demand and interest on any US Dollar LIBOR Loan that is converted into a US Dollar Base Rate Loan (pursuant to Section 5.04) shall be payable on the date of conversion (but only to the extent so converted). Any accrued and unpaid interest on the Revolving Loans shall be paid on the Revolving Credit Maturity Date. Any accrued and unpaid interest on the Term Loans shall be paid on the Term Loan Maturity Date.

          (e) Determination of Rates. Promptly after the determination of any interest rate provided for herein or any change therein, the US Administrative Agent shall notify the Lenders (including the Canadian Administrative Agent) to which such interest is payable and the Applicable Borrower thereof. Each determination by the US Administrative Agent of an interest rate or fee hereunder shall, except in cases of manifest error, be final, conclusive and binding on the parties.

ARTICLE IV
Payments; Pro Rata Treatment; Computations; Etc.

     Section 4.01 Payments. Except to the extent otherwise provided herein, all payments of principal, interest and other amounts to be made by each Borrower under this Agreement and the Notes shall be made in US Dollars in the case of US Tranche Loans, and in Canadian Dollars or US Dollars, as the case may be, in the case of Canadian Tranche Loans, in immediately available funds, to the Applicable Administrative Agent at such account as such Applicable Administrative Agent shall specify by notice to the Applicable Borrower from time to time, not later than 1:00 p.m. Eastern time on the date on which such payments shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Such payments shall be made without (to the fullest extent permitted by applicable law) defense, set-off or counterclaim. Each such payment so received by the Applicable Administrative Agent under this Agreement or any Note for account of a Lender shall be paid promptly to such Lender in immediately available funds. Except as otherwise provided in the definition of “Interest Period”, if the due date of any payment under this Agreement or any Note would otherwise fall on a day which is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall be payable for any principal so extended for the period of such extension. At the time of each payment to the Applicable Administrative Agent of any principal of or interest on any Borrowing, the Applicable Borrower shall notify the Applicable Administrative Agent of the Loans to which such payment shall apply. In the absence of such notice, the Administrative Agents may specify the Loans to which such payment shall apply, but to the extent possible such payment or prepayment will be applied first to the Loans comprised of US Dollar Base Rate Loans or Canadian Prime Rate Loans.

     Section 4.02 Pro Rata Treatment. Except to the extent otherwise provided herein, each Lender agrees that: (a) each Borrowing from the Lenders under Section 2.01 and each continuation and conversion under Section 2.02 shall be made from the Applicable Lenders pro rata in accordance with their US Tranche Percentages, Canadian Tranche Percentages or Term

Loan Percentages, as the case may be, each payment of fees under Section 2.04 shall be made for account of the Applicable Lenders pro rata in accordance with such same percentages; (b) each termination or reduction of the amount of the Aggregate US Tranche Commitments under Section 2.03(b) shall be applied to the US Tranche Commitment of each Applicable Lender, pro rata in accordance with its US Tranche Percentage; (c) each allocation and reallocation of the Aggregate US Tranche Commitments and the Canadian Allocated Commitments under Section 2.03(c) shall be made for the account of each US Tranche Revolving Lender and each Canadian Tranche Revolving Lender according to its respective Percentage Share; (d) each payment of Commitment Fees under Section 2.04(a) shall be made to each US Tranche Revolving Lender and Canadian Tranche Revolving Lender in accordance with their respective Percentage Shares; (e) each payment or prepayment of principal of Loans by each Borrower shall be made for account of the Applicable Lenders pro rata in accordance with the respective unpaid Principal Amount of the Loans held by the Applicable Lenders; (f) each payment of interest on Loans by each Borrower shall be made for account of the Applicable Lenders pro rata in accordance with the amounts of interest due and payable to the respective Lenders; and (g) each reimbursement by the US Borrowers of disbursements under Letters of Credit shall be made for account of the Issuing Bank or, if funded by the US Tranche Revolving Lenders, pro rata for the account of the US Tranche Revolving Lenders, in accordance with the amounts of reimbursement obligations due and payable to each respective US Tranche Revolving Lender.

     Section 4.03 Computations. Interest on US Dollar LIBOR Loans and fees shall be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last day) occurring in the period for which such interest is payable, unless such calculation would exceed the Highest Lawful Rate, in which case interest shall be calculated on the per annum basis of a year of 365 or 366 days, as the case may be. Interest on US Dollar Base Rate Loans shall be computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed (including the first day but excluding the last day) occurring in the period for which such interest is payable. Interest on Canadian Prime Rate Loans shall be computed as provided in Section 3.02(b).

     Section 4.04 Agent Reliance. Unless the US Administrative Agent shall have received notice from a Lender before the date of any Borrowing of the proceeds of the Loan that such Lender will not make available to the Applicable Administrative Agent such Lender’s Percentage Share of such advance, such Applicable Administrative Agent may assume that such Lender has made its Percentage Share of such Borrowing available to such Applicable Administrative Agent on the date of such Borrowing in accordance with Section 2.02(c) and such Applicable Administrative Agent may, in reliance upon such assumption, make available to the Applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made its Percentage Share of such Borrowing available to such Applicable Administrative Agent, such Lender agrees to immediately pay to such Applicable Administrative Agent on demand such corresponding amount, together with interest on such amount, for each day from the date such amount is made available to the Applicable Borrower until the date such amount is paid to the Applicable Administrative Agent, at the overnight Federal Funds Rate. If such Lender shall pay to the Applicable Administrative Agent such corresponding amount and interest as provided above, such corresponding amount so paid shall constitute such Lender’s advance as part of such Borrowing for purposes of this Agreement even though not made on the same day as the other advances comprising such Borrowing.

     Section 4.05 Set-off, Sharing of Payments, Etc.

          (a) Each Borrower agrees that, in addition to (and without limitation of) any right of set-off, bankers’ lien or counterclaim a Lender may otherwise have, each Lender shall have the right and be entitled (after consultation with the US Administrative Agent), at its option, to offset balances held by it or by any of its Affiliates for account of the Applicable Borrower at any of its offices, in US Dollars or in any other currency, against any principal of or interest on any of such Lender’s Loans, or any other amount payable to such Lender hereunder, which is not paid when due (including applicable grace periods) (regardless of whether such balances are then due to such Borrower), in which case it shall promptly notify the Applicable Borrower and the US Administrative Agent thereof, provided that such Lender’s failure to give such notice shall not affect the validity thereof.

          (b) If any Lender shall obtain payment of any principal of or interest on any Loan made by it to a Borrower under this Agreement (or reimbursement as to any Letter of Credit) through the exercise of any right of set-off, banker’s lien or counterclaim or similar right or otherwise, and, as a result of such payment, such Lender shall have received a greater percentage of the principal or interest (or reimbursement) then due hereunder by the Applicable Borrower to such Lender than the percentage received by any other Applicable Lenders, it shall promptly (i) notify the US Administrative Agent and each other Lender (including the Canadian Administrative Agent) thereof and (ii) purchase from such other Applicable Lenders participations in (or, if and to the extent specified by such Applicable Lender, direct interests in) the Loans (or participations in Letters of Credit) made by such other Applicable Lenders (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Applicable Lenders shall share the benefit of such excess payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal and/or interest on the Loans held by each of the Applicable Lenders (or reimbursements of Letters of Credit). To such end all the Applicable Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans (or Letters of Credit) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of each Borrower. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a set-off to which this Section 4.05 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Applicable Lenders entitled under this Section 4.05 to share the benefits of any recovery on such secured claim.

          (c) Notwithstanding anything to the contrary contained in this Agreement, the Lenders hereby agree that they shall not set off any funds in any lock boxes whatsoever in connection with this Agreement, except for such lock boxes which may be established in connection with this Agreement.

     Section 4.06 Taxes.

          (a) Payments Free and Clear. Any and all payments by each Borrower hereunder shall be made, in accordance with Section 4.01, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Bank and the Administrative Agents (each a “Recipient”), taxes imposed on (or measured by) its net income and franchise, margin or similar taxes imposed on it, by (i) any jurisdiction (or political subdivision thereof) of which such Recipient is a citizen or resident or in which such Lender has an Applicable Lending Office, (ii) the jurisdiction (or any political subdivision thereof) in which such Recipient is organized, or (iii) any jurisdiction (or political subdivision thereof) in which such Recipient is presently doing business which taxes are imposed solely as a result of doing business in such jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). For the avoidance of doubt, any withholding taxes imposed by the United States of America on payments made by any Borrower hereunder shall be included within the definition of “Taxes.” If any Borrower shall be required by law to deduct any Taxes or Other Taxes from or in respect of any sum payable hereunder to a Recipient, (A) except as provided in Section 13.06(b), the sum payable shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.06) such Recipient shall receive an amount equal to the sum it would have received had no such deductions been made, (B) such Borrower shall make such deductions and (C) such Borrower shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law.

          (b) Other Taxes. In addition, to the fullest extent permitted by applicable law, each Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, any Assignment or any Security Instrument (hereinafter referred to as “Other Taxes”).

          (c) Indemnification. To the fullest extent permitted by applicable law, the Borrowers will indemnify each Lender and the Issuing Bank and the Administrative Agents for the full amount of Taxes and Other Taxes (including, but not limited to, any Taxes or Other Taxes imposed by any Governmental Authority on amounts payable under this Section 4.06) paid by such Lender, the Issuing Bank or the Administrative Agents (on their behalf or on behalf of any Lender), as the case may be, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted unless the payment of such Taxes was not correctly or legally asserted and such Lender’s payment of such Taxes or Other Taxes was the result of its or its officers’, employees’, agents’ or representatives’ gross negligence or willful misconduct. Any payment pursuant to such indemnification shall be made within thirty (30) days after the date any Lender, the Issuing Bank or the Administrative Agents, as the case may be, make written demand therefor. If any Lender, Issuing Bank, the US Administrative Agent or the Canadian Administrative Agent receives a refund or credit in respect of any Taxes or Other Taxes for which such Lender, Issuing Bank, the US Administrative Agent or the Canadian Administrative Agent has received payment from the Applicable Borrower it shall promptly notify the

Applicable Borrower of such refund or credit and shall, if no default has occurred and is continuing, within thirty (30) days after receipt of a request by the Applicable Borrower (or promptly upon receipt, if the Applicable Borrower has requested application for such refund or credit pursuant hereto), pay an amount equal to such refund or credit to the Applicable Borrower without interest (but with any interest so refunded or credited), provided that the Applicable Borrower, upon the request of such Lender, Issuing Bank, the US Administrative Agent or the Canadian Administrative Agent, agrees to return such refund or credit (plus penalties, interest or other charges) to such Lender, Issuing Bank, the US Administrative Agent or the Canadian Administrative Agent in the event such Lender, Issuing Bank or Administrative Agent is required to repay such refund or credit.

          (d) Lender Representations.

     (i) Each US Lender represents that it is either (A) a “United States person” (as such term is defined in Code Section 7701(a)(30)) or (B) is entitled to complete exemption from United States withholding tax imposed on or with respect to any payments, including fees, to be made to it pursuant to this Agreement (1) under an applicable provision of a tax convention to which the United States of America is a party, (2) because such US Lender is not described in Code Sections 871(h)(3) or 881(c)(3), or (3) because it is acting through a branch, agency or office in the United States of America and any payment to be received by it hereunder is effectively connected with a trade or business in the United States of America. Each US Lender that is not a “United States person” (as such term is defined in Code Section 7701(a)(30)) agrees to provide to the US Borrowers and the US Administrative Agent on the Closing Date, or on the date of its delivery of the Assignment pursuant to which it becomes a US Tranche Revolving Lender or Term Loan Lender, and at such other times as required by United States law or as a US Borrower or the US Administrative Agent shall reasonably request, two accurate and complete original signed copies of IRS Form ▇-▇▇▇▇, ▇-▇▇▇▇ or W-8IMY (or successor or other applicable forms prescribed by the IRS) certifying to such US Lender’s entitlement to a complete exemption from United States withholding Tax on interest payments to be made under this Agreement; provided, however, that no such US Lender shall be required to deliver an IRS Form W-8BEN, W-8ECI, or W-8IMY to the extent that the delivery of such form is not authorized by law due to a change in a Governmental Requirement occurring subsequent to the date on which a form was originally required to be provided; provided further, however, that in the event that a US Lender provides the US Borrowers or the US Administrative Agent with an IRS Form W-8-IMY (or substitute form) indicating that it is a “flow through” entity, as defined in Treasury Regulations promulgated under Code Section 1441, or otherwise, not a beneficial owner of interest payments under this Agreement, such US Lender agrees, on or prior to the Closing Date, or the date of Assignment to such US Lender, as applicable, to take any actions necessary, and to deliver to the US Borrowers and the US Administrative Agent all forms necessary, to establish such US Lender’s entitlement to a complete exemption from United States withholding Tax on payments of interest to be made under this Agreement, including causing its partners, members, beneficiaries, beneficial owners, and their beneficial owners, if any, to take any actions and deliver any forms necessary to establish such exemption. Notwithstanding the foregoing, a withholding foreign partnership, withholding foreign trust, and qualified intermediary

shall only provide such information as is required by Treasury Regulations promulgated under Code Section 1441. For purposes of this Agreement, the term “forms” shall include any attachments to IRS Forms W-8IMY required to be filed by the US Lender.

     (ii) Each US Lender that is a “United States person” (as such term is defined in Code Section 7701(a)(30)) shall provide two properly completed and duly executed copies of IRS Form W-9, or any successor or other applicable form. Each such US Lender shall deliver to the US Borrower and the US Administrative Agent (provided that such US Lender remains lawfully able to do so), two further duly executed copies of such form or statement, properly completed in all material respects, at or before the time any such form or statement expires or becomes obsolete, or otherwise as reasonably requested by the US Borrowers. Each such US Lender shall promptly notify the US Borrowers at any time it determines that it is no longer in a position to provide any previously delivered form or statement to the US Borrowers and the US Administrative Agent (or any other form or statement adopted by U.S. taxing authorities for such purpose).

     (iii) Each US Lender also agrees to deliver to the US Borrowers and the US Administrative Agent such other or supplemental forms as may at any time be required as a result of changes in applicable law or regulation in order to confirm or maintain in effect its entitlement to exemption from United States withholding Tax on any payments hereunder, provided that the circumstances of such US Lender at the relevant time and applicable laws permit it to do so. If a US Lender determines, as a result of any change in either (i) a Governmental Requirement or (ii) its circumstances, that it is unable to submit any form or certificate that it is obligated to submit pursuant to this Section 4.06, or that it is required to withdraw or cancel any such form or certificate previously submitted, it shall promptly notify the US Borrowers and the US Administrative Agent of such fact. Except as provided in Section 4.06(d)(iv), each US Lender agrees to indemnify and hold harmless the US Borrowers or the US Administrative Agent, as applicable, from any United States Taxes, penalties, interest and other expenses, costs and losses incurred or payable by (A) the US Borrowers or the US Administrative Agent as a result of such US Lender’s failure to submit any form or certificate that it is required to provide pursuant to this Section 4.06 or (B) the US Borrowers or the US Administrative Agent as a result of their reliance on any such form or certificate which such US Lender has provided to them pursuant to this Section 4.06.

     (iv) For any period with respect to which a US Lender has failed to provide the US Borrowers with the form required pursuant to this Section 4.06, if any (other than if such failure is due to a change in a Governmental Requirement occurring subsequent to the date on which a form originally was required to be provided, in which case, such US Lender shall be entitled to indemnification under this Section 4.06 (including, without limitation, the right to receive additional amounts pursuant to Section 4.06(a)(A)) and shall not be required to indemnify the US Borrowers or the US Administrative Agent pursuant to Section 4.06(d)(iii)(A)), such US Lender shall not be entitled to indemnification under Section 4.06 with respect to Taxes imposed by the United States which Taxes would not have been imposed but for such failure to provide such forms; provided, however, that if a US Lender, which is otherwise exempt from or subject to a reduced rate of withholding Tax, becomes subject to Taxes because of its failure to

deliver a form required hereunder, the US Borrowers shall take such steps as such US Lender shall reasonably request to assist such US Lender to recover such Taxes.

     (v) Any US Lender claiming any additional amounts payable pursuant to this Section 4.06 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the US Borrowers or the US Administrative Agent or to change the jurisdiction of its Applicable Lending Office or to contest any Tax imposed if the making of such a filing or change or contesting such Tax would avoid the need for or reduce the amount of any such additional amounts that may thereafter accrue and would not, in the sole determination of such US Lender, be otherwise disadvantageous to such US Lender.

     (vi) Each Canadian Tranche Revolving Lender represents that it is (A) either (x) not a non-resident of Canada for purposes of the Income Tax Act (Canada) or (y) a deemed resident of Canada for purposes of Part XIII of the Income Tax Act (Canada) and (B) an Affiliate of a US Tranche Revolving Lender. Each Canadian Tranche Revolving Lender agrees to indemnify and hold harmless the Canadian Borrowers or the Canadian Administrative Agent, as applicable, from any Canadian taxes, penalties, interest and other expenses, costs and losses incurred or payable by the Canadian Borrowers or the Canadian Administrative Agent as a result of its reliance on any representation in this Section 4.06(d)(vi) (other than if such misrepresentation is due to a change in a Governmental Requirement occurring subsequent to the date on which such representation was made, in which case, such Canadian Tranche Revolving Lender shall be entitled to indemnification under this Section 4.06 (including, without limitation, the right to receive additional amounts pursuant to Section 4.06(a)(A)) and shall not be required to indemnify the Canadian Borrowers or the Canadian Administrative Agent pursuant to Section 4.06(d)(vi)).

ARTICLE V
Capital Adequacy

     Section 5.01 Additional Costs.

          (a) Regulations, etc. The Borrowers shall pay directly to each Applicable Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs which it determines are attributable to its making or maintaining of any US Dollar LIBOR Loans, accepting and purchasing Bankers’ Acceptances, making or maintaining BA Equivalent Loans or issuing or participating in Letters of Credit hereunder or its obligation to make any US Dollar LIBOR Loans, purchase any Bankers’ Acceptances, make any BA Equivalent Loans or issue or participate in any Letters of Credit hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such US Dollar LIBOR Loans, Bankers’ Acceptances, BA Equivalent Loans, Letters of Credit or such obligation, resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any Note or BA Equivalent Note in respect of any of such US Dollar LIBOR Loans, Bankers’ Acceptances, BA Equivalent Loans or Letters of Credit (other than taxes imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such US Dollar LIBOR Loans by the jurisdiction in which such Lender has its principal office or Applicable Lending Office); or

(ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of such Lender, or the US Tranche Commitment, Canadian Allocated Commitment, Term Commitment or Loans of such Lender or the London interbank market; or (iii) imposes any other condition affecting this Agreement or any Note or BA Equivalent Note (or any of such extensions of credit or liabilities) or such Lender’s US Tranche Commitment, Canadian Allocated Commitment, Term Commitment or Loans. Each Lender will notify the US Administrative Agent and the Applicable Borrower of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 5.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and will designate a different Applicable Lending Office for the Loans of such Lender affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the United States. If any Lender requests compensation from any Borrower under this Section 5.01(a), such Borrower may, by notice to such Lender, suspend the obligation of such Lender to make additional Loans of the Type with respect to which such compensation is requested until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 shall be applicable).

          (b) Regulatory Change. Without limiting the effect of the provisions of Section 5.01(a), in the event that at any time (by reason of any Regulatory Change or any other circumstances arising after the Closing Date affecting (i) any Lender, (ii) the London interbank market or (iii) such Lender’s position in such market), the US Dollar LIBO Rate, as determined in good faith by such Lender, will not adequately and fairly reflect the cost to such Lender of funding its US Dollar LIBOR Loans, then, if such Lender so elects, by notice to the US Borrowers and the US Administrative Agent, the obligation of such Lender to make additional US Dollar LIBOR Loans shall be suspended until such Regulatory Change or other circumstances ceases to be in effect (in which case the provisions of Section 5.04 shall be applicable).

          (c) Capital Adequacy. Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Borrowers shall pay directly to any Applicable Lender from time to time on request such amounts as such Lender may reasonably determine to be necessary to compensate such Lender or its parent or holding company for any costs which it determines are attributable to the maintenance by such Lender or its parent or holding company (or any Applicable Lending Office), pursuant to any Governmental Requirement following any Regulatory Change, of capital in respect of its US Tranche Commitments, its Canadian Allocated Commitments, its Term Commitments, its Note, its Loans or any interest held by it in any Letter of Credit, such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Lender or its parent or holding company (or any Applicable Lending Office) to a level below that which such Lender or its parent or holding company (or any Applicable Lending Office) could have achieved but for such Governmental Requirement. Such Lender will notify the Applicable Borrower that it is entitled to compensation pursuant to this Section 5.01(c) as promptly as practicable after it determines to request such compensation.

          (d) Compensation Procedure. Any Lender notifying the Applicable Borrower of the incurrence of additional costs under this Section 5.01 shall in such notice to such Borrower and the US Administrative Agent set forth in reasonable detail the basis and amount of its request for compensation. Determinations and allocations by each Lender for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to Section 5.01(a) or (b), or of the effect of capital maintained pursuant to Section 5.01(c), on its costs or rate of return of maintaining Loans or its obligation to make Loans or issue Letters of Credit, or on amounts receivable by it in respect of Loans or Letters of Credit, and of the amounts required to compensate such Lender under this Section 5.01, shall be conclusive and binding for all purposes, provided that such determinations and allocations are made on a reasonable basis. Any request for additional compensation under this Section 5.01 shall be paid by the Applicable Borrower within thirty (30) days of the receipt by such Borrower of the notice described in this Section 5.01(d).

     Section 5.02 Limitation on US Dollar LIBOR Loans. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any US Dollar LIBO Rate for any Interest Period:

          (a) the US Administrative Agent determines (which determination shall be conclusive, absent manifest error) that quotations of interest rates for the relevant deposits referred to in the applicable definition of “US Dollar LIBO Rate” in Section 1.02 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for US Dollar LIBOR Loans as provided herein; or

          (b) the US Administrative Agent determines (which determination shall be conclusive, absent manifest error) that the relevant rates of interest referred to in the applicable definition of “US Dollar LIBO Rate” in Section 1.02 upon the basis of which the rate of interest for US Dollar LIBOR Loans for such Interest Period is to be determined are not sufficient to adequately cover the cost to the Lenders of making or maintaining US Dollar LIBOR Loans;

then the US Administrative Agent shall give the US Borrowers prompt notice thereof, and so long as such condition remains in effect, the Lenders shall be under no obligation to make additional US Dollar LIBOR Loans.

     Section 5.03 Illegality. Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for any Lender or its Applicable Lending Office to honor its obligation to make or maintain US Dollar LIBOR Loans hereunder, then such Lender shall promptly notify the US Borrowers thereof and such Lender’s obligation to make US Dollar LIBOR Loans shall be suspended until such time as such Lender may again make and maintain US Dollar LIBOR Loans (in which case the provisions of Section 5.04 shall be applicable).

     Section 5.04 US Dollar Base Rate Loans Pursuant to Sections 5.01, 5.02 and 5.03. If the obligation of any Lender to make US Dollar LIBOR Loans shall be suspended pursuant to Sections 5.01, 5.02 or 5.03 (“Affected Loans”), all Affected Loans which would otherwise be made by such Lender shall be made instead as US Dollar Base Rate Loans (and, if an event referred to in Section 5.01(b) or Section 5.03 has occurred and such Lender so requests by notice to the US Borrowers, all Affected Loans of such Lender then outstanding shall be automatically converted into US Dollar Base Rate Loans on the date specified by the Lender in such notice)

and, to the extent that Affected Loans are so made as (or converted into) US Dollar Base Rate Loans, all payments of principal which would otherwise be applied to such Lender’s Affected Loans shall be applied instead to its respective US Dollar Base Rate Loans.

     Section 5.05 Compensation.

          (a) The Borrowers shall pay to each Applicable Lender within thirty (30) days of receipt of written request of such Lender (which request shall set forth, in reasonable detail, the basis for requesting such amounts and which shall be conclusive and binding for all purposes provided that such determinations are made on a reasonable basis), such amount or amounts as shall compensate it for any loss, cost, expense or liability which such Lender determines are attributable to:

     (i) any payment, prepayment or conversion of a US Dollar LIBOR Loan properly made by such Lender or any Borrower for any reason (including, without limitation, the acceleration of the Loans pursuant to Section 11.02) on a date other than the last day of the Interest Period for such Loan; or

     (ii) any failure by a Borrower for any reason (including but not limited to, the failure of any of the conditions precedent specified in ARTICLE VI to be satisfied) to borrow, continue or convert a US Dollar LIBOR Loan from such Lender on the date for such Borrowing, continuation or conversion specified in the relevant notice given pursuant to Section 2.02(c).

Without limiting the effect of the preceding sentence, such compensation shall include an amount equal to the excess, if any, of (A) the amount of interest which would have accrued on the Principal Amount so paid, prepaid or converted or not borrowed for the period from the date of such payment, prepayment or conversion or failure to borrow to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for such Loan which would have commenced on the date specified for such Borrowing) at the applicable rate of interest for such Loan provided for herein over (B) the interest component of the amount such Lender would have bid in the London interbank market for US Dollar deposits of leading banks in amounts comparable to such Principal Amount and with maturities comparable to such period (as reasonably determined by such Lender).

          (b) In the event of (i) the payment of any Principal Amount of any BA Equivalent Loan or Bankers’ Acceptance other than on the applicable BA Maturity Date (including as a result of an Event of Default), (ii) the continuation of any BA Equivalent Loan other than on the applicable BA Maturity Date, (iii) the failure to borrow any such Bankers’ Acceptance or borrow or continue BA Equivalent Loan on the date specified in any notice delivered pursuant hereto, (iv) the assignment of any BA Equivalent Loan or Bankers’ Acceptance other than on the applicable BA Maturity Date as a result of a request by the Canadian Borrowers, then, in any such event, the Canadian Borrowers shall compensate each Applicable Lender for the loss, cost and expense attributable to such event. A certificate of any such Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 5.05(b) shall be delivered to the Canadian Borrowers and the Administrative Agents and shall be conclusive absent manifest error. The Canadian Borrowers shall pay such Lender the amount shown as due on any such certificate within thirty (30) days after receipt

thereof. Notwithstanding anything to the contrary contained herein, nothing in this Section 5.05(b) shall be construed as giving rise to any right of the Canadian Borrowers to prepay any Bankers’ Acceptance or BA Equivalent Loan.

     Section 5.06 Replacement Lenders.

          (a) If any Lender has notified the Borrowers and the US Administrative Agent of its incurring additional costs under Section 5.01 or has required the Borrowers to make payments for Taxes under Section 4.06, then the Borrowers may, unless such Lender has notified the Borrowers and the US Administrative Agent that the circumstances giving rise to such notice no longer apply, terminate, in whole but not in part, the US Tranche Commitment, Canadian Allocated Commitment and Term Loans, if any, of any Lender (other than the Administrative Agents) (the “Terminated Lender”) at any time upon five (5) Business Days’ prior written notice to the Terminated Lender and the US Administrative Agent (such notice referred to herein as a “Notice of Termination”).

          (b) In order to effect the termination of the US Tranche Commitment, the Canadian Allocated Commitment and the Term Loans, as applicable, of the Terminated Lender, the Borrowers shall: (i) obtain an agreement with one or more Lenders to increase their US Tranche Commitment or US Tranche Commitments, their Canadian Allocated Commitment or Canadian Allocated Commitments and their Term Loans, as applicable and/or (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept such commitment or commitments; provided, however, that such one or more other banking institutions are reasonably acceptable to the Administrative Agents and become parties by executing an Assignment and that any replacement of a terminated Canadian Tranche Revolving Lender shall satisfy the Canadian residency requirements of a Canadian Tranche Revolving Lender (the Lenders or other banking institutions that agree to accept in whole or in part the US Tranche Commitment, Canadian Allocated Commitment and Term Loans, if any, of the Terminated Lender being referred to herein as the “Replacement Lenders”), such that the aggregate increased and/or accepted commitments and the Term Loans of the Replacement Lenders under clauses (i) and (ii) above equal the US Tranche Commitment, the Canadian Allocated Commitment and the Term Loans, if any, of the Terminated Lender.

          (c) The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the “Lender Termination Date”), and the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its US Tranche Commitment, Canadian Allocated Commitment and Term Loans, if any, and, if there will be more than one Replacement Lender, the portion of the Terminated Lender’s US Tranche Commitment, Canadian Allocated Commitment and Term Loans, if any, to be assigned to each Replacement Lender.

          (d) On the Lender Termination Date (i) the Terminated Lender shall by execution and delivery of an Assignment assign its US Tranche Commitment, Canadian Allocated Commitment and Term Loans, if any, to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender’s US Tranche Commitment, Canadian Allocated Commitment and Term Loans, if any, to be assigned to each Replacement Lender) indicated in the Notice of

Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid, (ii) the Terminated Lender shall endorse its Note(s), Bankers’ Acceptances and BA Equivalent Notes, payable without recourse, representation or warranty to the order of the Replacement Lender or Replacement Lenders (pro rata as aforesaid), (iii) the Replacement Lender or Replacement Lenders shall purchase the Note(s), Bankers’ Acceptances and BA Equivalent Notes held by the Terminated Lender (pro rata as aforesaid) at a price equal to the unpaid Principal Amount thereof plus interest and facility and other fees accrued and unpaid to the Lender Termination Date, and (iv) the Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 13.06(b), and the Terminated Lender will have the rights and benefits of an assignor under Section 13.06(b). To the extent not in conflict, the terms of Section 13.06(b) shall supplement the provisions of this Section 5.06(d). For each Assignment made under this Section 5.06, the Replacement Lender shall pay to the Applicable Administrative Agent the processing fee provided for in Section 13.06(b). The Borrowers will be responsible for the payment of any breakage costs incurred in connection with the sale of Loans by Terminated Lenders to Replacement Lenders, as if such Loans had been prepaid and breakage costs had accrued thereto in accordance with Section 5.05.

ARTICLE VI
Conditions Precedent

     Section 6.01 Effectiveness.

     The effectiveness of this Agreement and the obligation of the Lenders to make Revolving Loans and of the Issuing Banks to issue Letters of Credit are subject to the receipt by the US Administrative Agent and the Lenders of all fees payable pursuant to Section 2.04 on or before the Closing Date and the receipt by the US Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 6.01, each of which shall be satisfactory to the US Administrative Agent in form and substance:

          (a) A certificate of the Secretary or an Assistant Secretary of UCI setting forth (i) resolutions of its board of directors with respect to the authorization of UCI to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of UCI (A) who are authorized to sign the Loan Documents to which UCI is a party and (B) who will, until replaced by another officer or officers 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 Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws, certified as being true and complete. The Administrative Agents and the Lenders may conclusively rely on such certificate until the Administrative Agents receive notice in writing from UCI to the contrary.

          (b) A certificate of the Secretary or an Assistant Secretary of UC Canadian Holdings setting forth (i) resolutions of its board of directors with respect to the authorization of UC Canadian Holdings to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of UC Canadian

Holdings (A) who are authorized to sign the Loan Documents to which UC Canadian Holdings is a party and (B) who will, until replaced by another officer or officers 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 Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of amalgamation or its equivalent and bylaws or its equivalent, certified as being true and complete. The Administrative Agents and the Lenders may conclusively rely on such certificate until the Administrative Agents receive notice in writing from UC Canadian Holdings to the contrary.

          (c) A certificate of the Secretary or an Assistant Secretary of UC Canadian Holdings, on behalf of Universal Canada setting forth (i) resolutions of the partners of Universal Canada with respect to the authorization of Universal Canada to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of UC Canadian Holdings who, on behalf of Universal Canada, (A) are authorized to sign the Loan Documents to which Universal Canada is a party and (B) will, until replaced by another officer or officers 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 Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the limited partnership agreement and bylaws or its equivalent, certified as being true and complete. The Administrative Agents and the Lenders may conclusively rely on such certificate until the Administrative Agents receive notice in writing from Universal Canada to the contrary.

          (d) A certificate of the Secretary or an Assistant Secretary of Holdings setting forth (i) resolutions of its board of directors with respect to the authorization of Holdings to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of Holdings (A) who are authorized to sign the Loan Documents to which Holdings is a party and (B) who will, until replaced by another officer or officers 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 Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws, certified as being true and complete. The Administrative Agents and the Lenders may conclusively rely on such certificate until the Administrative Agents receive notice in writing from Holdings to the contrary.

          (e) A certificate of the Secretary or an Assistant Secretary (or its equivalent) of each Subsidiary party to a Loan Document, setting forth (i) resolutions of its board of directors (or its equivalent) with respect to the authorization of such Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers (or its equivalent) of such Subsidiary (A) who are authorized to sign the Loan Documents to which such Subsidiary is a party and (B) who will, until replaced by another officer or officers (or its 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 Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers (or its equivalent), and (iv) the Organization Documents, certified as being true and complete. The Administrative Agents and the Lenders

may conclusively rely on such certificate until they receive notice in writing from any Borrower or such Subsidiary to the contrary.

          (f) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of UCI, Holdings and each Subsidiary party to a Loan Document.

          (g) A compliance certificate which shall be substantially in the form of Exhibit C-1, duly and properly executed by a Responsible Officer of each US Borrower and dated as of the Closing Date.

          (h) (i) A counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence satisfactory to the US Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

          (i) The Revolving Notes duly completed and executed for each Lender that has requested a Revolving Note.

          (j) The Security Instruments, including those described on Exhibit D, duly completed and executed in sufficient number of counterparts for recording, if necessary.

          (k) An opinion of Gardere ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel to the US Borrowers and the Subsidiaries party to a Loan Document, 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.

          (l) A summary of insurance coverage of the US Borrowers evidencing that each US Borrower is carrying insurance in accordance with Section 7.19.

          (m) Copies of Requests for Information or Copies (Form UCC-11) or equivalent commercially obtained reports, listing all effective financing statements which name any of Holdings or any Subsidiary party to a Loan Document (under their present names and any previous names) as debtor and which are filed in all jurisdictions in which such Persons are organized, together with copies of such financing statements.

          (n) A borrowing notice in the form of Exhibit B-1, or Exhibit B-2, as applicable duly completed and executed by the Applicable Borrower.

          (o) A Letter of Credit Application pertaining to each new Letter of Credit to be issued on the Closing Date, if any, duly completed and executed by the US Borrowers.

          (p) All costs, fees, expenses (including, without limitation, reasonable legal fees and expenses and recording taxes and fees) and other compensation contemplated by this Agreement and the other Loan Documents, and for which statements or invoices have been submitted to the US Borrowers, payable to the Lenders through the Closing Date shall have been paid.

          (q) Except as set forth on Schedule 6.01(q), all Property in which the US Administrative Agent shall, at such time, be entitled to have a Lien pursuant to this Agreement or any other Security Instrument shall have been physically delivered to the possession of the US Administrative Agent or any bailee accepted by the US Administrative Agent to the extent that such possession is necessary for the purpose of perfecting the US Administrative Agent’s Lien in such Collateral.

          (r) Each document (including any Uniform Commercial Code financing statement) required by this Agreement or under law or reasonably requested by the US Administrative Agent to be filed, registered or recorded in order to create in favor of the US Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein prior and superior in right to any other Person (other than Permitted Liens), shall be in proper form for filing, registration or recordation.

          (s) Concurrently with the initial funding of the Revolving Loans, the US Borrowers shall have repaid the Existing Credit Agreement and all of the agreements evidencing and securing such Debt shall have been terminated and the related financing statements released, amended or assigned as required by the US Administrative Agent.

          (t) The public offering of UCLP described in the S-1 shall have occurred.

          (u) Such other documents as the US Administrative Agent or any Lender or special counsel to the US Administrative Agent may reasonably request.

     Section 6.02 Loans and Letters of Credit. The obligation of the Lenders to make Revolving Loans to each of the Borrowers upon the occasion of each Revolving Borrowing hereunder and to issue, renew, extend, increase or reissue Letters of Credit and to accept and purchase Bankers’ Acceptances for the account of the US Borrowers is subject to the further conditions precedent that:

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

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

          (c) the representations and warranties made by each Borrower in ARTICLE VII and ARTICLE VIII and in the Security Instruments shall be true on and as of the date of the making of such Revolving Loans or issuance, renewal, extension, increase or reissuance of a Letter of Credit with the same force and effect as if made on and as of such date and following such new Revolving Borrowing, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Revolving Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date or the Majority Lenders may expressly consent in writing to the contrary.

Each request for a Revolving Borrowing by the Borrowers or issuance, renewal, extension, increase or reissuance of a Letter of Credit by the US Borrowers or for the acceptance and purchase of a Bankers’ Acceptance hereunder shall constitute a certification by such Borrower to

the effect set forth in Section 6.02(c) (both as of the date of such notice and, unless such Borrower otherwise notifies the US Administrative Agent prior to the date of and immediately following such Revolving Borrowing or issuance, renewal, extension or reissuance of a Letter of Credit as of the date thereof).

     Section 6.03 Conditions Precedent for the Benefit of Lenders. All conditions precedent to the obligations of the Lenders to make any Loan are imposed hereby solely for the benefit of the Lenders, and no other Person may require satisfaction of any such condition precedent or be entitled to assume that the Lenders will refuse to make any Loan in the absence of strict compliance with such conditions precedent.

     Section 6.04 Conditions Precedent to the Term Loans and Commitment Increases. The obligation of the Term Loan Lenders to make Term Loans and the US Tranche Lenders to make Commitment Increases under this Agreement is subject to the receipt by the US Administrative Agent, the Term Loan Lenders and the US Tranche Lenders of all fees payable by written agreement among the US Borrowers and the Administrative Agent on or before the applicable Term Loan Funding Date or the date on which any Commitment Increase shall be effective, as applicable, and the receipt by the US Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 6.04, each of which shall be reasonably satisfactory to the US Administrative Agent in form and substance:

          (a) All reasonable costs, fees, expenses (including, without limitation, legal fees and expenses and recording taxes and fees) and other compensation contemplated by this Agreement and the other Loan Documents payable to the Term Loan Lenders through the Term Loan Funding Date and to the US Tranche Lenders through the effective date of any Commitment Increase, as applicable, to the extent invoices and statements have been received, shall have been paid.

          (b) The Notes duly completed and executed for each Lender that has requested a Term Note or a Revolving Note.

          (c) Each document (including any Uniform Commercial Code financing statement) required by the Security Instruments then in effect or under law or reasonably requested by the US Administrative Agent to be filed, registered or recorded in order to create in favor of the US Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than Permitted Liens), all of which shall be in proper form for filing, registration or recordation.

          (d) All conditions required by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇) and (p) as they relate to the new Term Loan and Commitment Increases shall be repeated as if set forth herein.

          (e) Such other documents as the US Administrative Agent or any Lender or special counsel to the US Administrative Agent may reasonably request.

     Section 6.05 No Waiver. No waiver of any condition precedent shall preclude the US Administrative Agent or the Lenders from requiring such condition to be met prior to making

any subsequent Revolving Loan or preclude the Lenders from thereafter declaring that the failure of such Borrower to satisfy such condition precedent constitutes a Default.

     Section 6.06 Canadian Tranche Borrowings. The obligation of the Lenders to make the initial Canadian Tranche Loan to the Canadian Borrowers under this Agreement is subject to the receipt by the Applicable Administrative Agent of the following documents:

          (a) An opinion of ▇▇▇ ▇▇▇▇▇▇ ▇’▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Nova Scotia, counsel to the Canadian Borrowers, in form and substance reasonably 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.

ARTICLE VII
Representations and Warranties of US Borrowers

     Each US Borrower represents and warrants with respect to itself, as applicable, to each of the Administrative Agents and the Lenders (each representation and warranty herein is given as of the Closing Date and shall be deemed repeated and reaffirmed on the dates of each Borrowing and issuance, renewal, extension or reissuance of a Letter of Credit as provided in Section 6.02):

     Section 7.01 Legal Existence. With respect to itself and each of its Material Subsidiaries: (a) is a legal entity duly organized, legally existing and in good standing (if applicable) under the laws of the jurisdiction of its current organization, except as permitted by Section 10.08; (b) has all requisite power, and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted; and (c) is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure so to qualify would result in a Material Adverse Effect.

     Section 7.02 Financial Condition. With respect to Holdings, the audited consolidated balance sheet of Holdings and its Consolidated Subsidiaries as at December 31, 2005 and the related consolidated statement of income, stockholders’ equity and cash flow of Holdings and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Deloitte Touche heretofore furnished to each of the Lenders and the unaudited consolidated balance sheet of Holdings and its Consolidated Subsidiaries as at June 30, 2006 and their related consolidated statements of income, stockholders’ equity and cash flow of Holdings and its Consolidated Subsidiaries for the six (6) month period ended on such date heretofore furnished to the US Administrative Agent, are complete and correct and fairly present the consolidated financial condition of Holdings and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six (6) month period on said dates in all material respects, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither Holdings nor any of its Subsidiaries has on the Closing Date any material Debt, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 7.02. Since December 31, 2005, there has been no change or event having a Material Adverse Effect.

     Section 7.03 Litigation. Except as disclosed to the Lenders in Schedule 7.03 hereto, at the Closing Date there is no litigation, legal, administrative or arbitral proceeding, investigation or other action of any nature pending or, to its knowledge threatened against or affecting it or any of its Subsidiaries which involves the possibility of any judgment or liability against it or any of its Subsidiaries which would reasonably be expected to have a Material Adverse Effect.

     Section 7.04 No Breach. Neither the execution and delivery of the Loan Documents, nor compliance with the terms and provisions hereof will conflict with or result in a breach of, or require any consent which has not been obtained as of the Closing Date under, the respective charter or by-laws of it or any of its Restricted Subsidiaries, or any Governmental Requirement or any agreement or instrument to which it or any of its Restricted Subsidiaries is a party or by which it is bound or to which it or its Properties are subject, or constitute a default under any such agreement or instrument, or result in the creation or imposition of any Lien upon any of the revenues or assets of it or any of its Restricted Subsidiaries pursuant to the terms of any such agreement or instrument other than the Liens created by the Loan Documents.

     Section 7.05 Authority. It and each of its Restricted Subsidiaries have all necessary power and authority to execute, deliver and perform its obligations under the Loan Documents to which it is a party; and the execution, delivery and performance by it and each Restricted Subsidiary of the Loan Documents to which it is a party, have been duly authorized by all necessary action on its part; and the Loan Documents constitute the legal, valid and binding obligations of it and each of its Restricted Subsidiaries, enforceable in accordance with their terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

     Section 7.06 Approvals. No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority are necessary for the execution, delivery or performance by it or any of its Restricted Subsidiaries of the Loan Documents or for the validity or enforceability thereof, except for the recording and filing of the Security Instruments as required by this Agreement.

     Section 7.07 Use of Loans.

          (a) Revolving Loans. The US Borrowers will use the proceeds of the Revolving Loans and Letters of Credit for refinancing of debt, working capital, letters of credit and other general corporate purposes not in contravention of any Governmental Requirement or of any Loan Document.

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

          (c) Margin Stock. No US Borrower is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulation T,

-73-

U or X of the Board of Governors of the Federal Reserve System) and no part of the proceeds of any Loan hereunder will be used to buy or carry any margin stock.

     Section 7.08 ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $100,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $100,000 the fair market value of the assets of all such underfunded Plans.

     Section 7.09 Taxes. Except as set out in Schedule 7.09, it and its Domestic Subsidiaries have filed all United States Federal income tax returns and all other tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by it or any of its Domestic Subsidiaries, except where the failure to file such tax returns and pay such taxes would not result in a liability in excess of $5,000,000 in the aggregate. The charges, accruals and reserves on the books of it and its Domestic Subsidiaries in respect of taxes and other governmental charges are, in the opinion of the US Borrowers, adequate. No tax lien has been filed and, to the knowledge of the US Borrowers, no claim is being asserted with respect to any such tax, fee or other charge which would result in a liability in excess of $5,000,000 in the aggregate.

     Section 7.10 Titles, Etc.

          (a) Except as set out in Schedule 7.10, it and its Restricted Subsidiaries have good and marketable title to their material Properties, (i) except in cases where the failure to have said good and marketable title would not result in a Material Adverse Effect and (ii) free and clear of all Liens, except Liens permitted by Section 10.02.

          (b) All leases and agreements necessary for the conduct of the business of it and its Restricted Subsidiaries are valid and subsisting, in full force and effect and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement and which default, event or circumstance would result in a Material Adverse Effect.

     Section 7.11 No Material Misstatements. No written information, statement, exhibit, certificate, document or report furnished to the Administrative Agents and the Lenders (or any of them) by it or any of its Restricted Subsidiaries in connection with the negotiation of this Agreement, including the Offering Memorandum, or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state a material fact necessary to make the statements contained therein not materially misleading in the light of the circumstances in which made and with respect to it and its Restricted Subsidiaries taken as a whole. To each US Borrower’s knowledge, there is no fact peculiar to it or any of its Restricted Subsidiaries which has a Material Adverse Effect and which

has not been set forth in this Agreement or the other documents, certificates and statements furnished to the Administrative Agents by or on behalf of it or any of its Restricted Subsidiaries or otherwise prior to, or on, the Closing Date in connection with the transactions contemplated hereby.

     Section 7.12 Investment Company Act. Neither it nor any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

     Section 7.13 Reserved.

     Section 7.14 Subsidiaries. Except as set forth on Schedule 7.14, as of the Closing Date, it has no Subsidiaries.

     Section 7.15 Location of Business and Offices. Each US Borrower’s principal place of business and chief executive office is located at the addresses stated on the signature page of this Agreement.

     Section 7.16 Defaults. Neither it nor any of its Restricted Subsidiaries is in material default nor has any event or circumstance occurred which, but for the expiration of any applicable grace period or the giving of notice, or both, would constitute a material default under any material agreement or instrument to which it or any of its Restricted Subsidiaries is a party or by which it or any of its Restricted Subsidiaries is bound, which default would result in a Material Adverse Effect. No Default hereunder has occurred and is continuing.

     Section 7.17 Environmental Matters. Except (a) as provided in a notice to all Lenders or (b) as would not have a Material Adverse Effect:

     (i) Neither any Property of it or any of its Subsidiaries nor the operations conducted thereon violate any order or requirement of any court or Governmental Authority or any Environmental Laws;

     (ii) Without limitation of clause (i) above, no Property of it or any of its Subsidiaries nor the operations currently conducted thereon or, to the best knowledge of it, by any prior owner or operator of such Property or operation, are in violation of or subject to any existing, pending or threatened action, suit, investigation, inquiry or proceeding by or before any court or Governmental Authority or to any remedial obligations under Environmental Laws;

     (iii) All notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the operation or use of any and all Property of it and each of its Subsidiaries, including without limitation past or present treatment, storage, disposal or release of a hazardous substance or solid waste into the environment, have been duly obtained or filed, and it and each of its Subsidiaries are in compliance with the terms and conditions of all such notices, permits, licenses and similar authorizations;

     (iv) All hazardous substances, solid waste, and oil and gas exploration and production wastes, if any, generated at any and all Property of it or any of its Subsidiaries have in the past been transported, treated and disposed of in accordance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and, to the best knowledge of it, all such transport carriers and treatment and disposal facilities have been and are operating in compliance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and are not the subject of any existing, pending or threatened action, investigation or inquiry by any Governmental Authority in connection with any Environmental Laws;

     (v) It has taken all steps reasonably necessary to determine and has determined that no hazardous substances, solid waste, or oil and gas exploration and production wastes, have been disposed of or otherwise released and there has been no threatened release of any hazardous substances on or to any Property of it or any of its Subsidiaries except in compliance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment;

     (vi) To the extent applicable, all Property of it and each of its Subsidiaries currently satisfies all design, operation, and equipment requirements imposed by the OPA or scheduled as of the Closing Date to be imposed by OPA during the term of this Agreement, and it does not have any reason to believe that such Property, to the extent subject to OPA, will not be able to maintain compliance with the OPA requirements during the term of this Agreement; and

     (vii) Neither it nor any of its Subsidiaries has any known contingent liability in connection with any release or threatened release of any oil, hazardous substance or solid waste into the environment.

     Section 7.18 Compliance with the Law. Neither it nor any of its Subsidiaries has violated any Governmental Requirement or failed to obtain any license, permit, franchise or other governmental authorization necessary for the ownership of any of its Properties or the conduct of its business, which violation or failure would (in the event such violation or failure were asserted by any Person through appropriate action) result in a Material Adverse Effect.

     Section 7.19 Insurance. The notice provided to all Lenders contains an accurate description of all material policies of fire, liability, workmen’s compensation and other forms of insurance owned or held by it and each Material Subsidiary and Material Foreign Subsidiary. All such policies are in full force and effect, all premiums with respect thereto covering all periods up to and including the Closing Date have been paid, and no notice of cancellation or termination has been received with respect to any such policy. Such policies are sufficient for compliance with all requirements of law and of all agreements to which it or any Material Subsidiary is a party; are valid, outstanding and enforceable policies; provide adequate insurance coverage in at least such amounts and against at least such risks (but including in any event public liability) as are usually insured against in the same general area by companies engaged in the same or a similar business for the assets and operations of it and each Restricted Subsidiary; will remain in full force and effect through the respective dates set forth in the binders for said insurance without the payment of additional premiums; and will not in any way be affected by,

or terminate or lapse by reason of, the transactions contemplated by this Agreement. Neither it nor any Material Subsidiary has been refused any insurance with respect to its assets or operations, nor has its coverage been limited below usual and customary policy limits, by an insurance carrier to which it has applied for any such insurance or with which it has carried insurance during the last three years.

     Section 7.20 Hedging Agreements. Schedule 7.20 sets forth, as of the Closing 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 and each of its Restricted Subsidiaries or issued pursuant to the ABS Facility, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net ▇▇▇▇ to market value thereof, all credit support agreements relating thereto (including any margin required or supplied), and the counter party to each such agreement.

     Section 7.21 Restriction on Liens. Except as set forth on Schedule 7.21, neither it nor any of its Restricted Subsidiaries is a party to any agreement or arrangement (other than this Agreement and the Security Instruments), or subject to any order, judgment, writ or decree, which either restricts or purports to restrict its ability to grant Liens pursuant to this Agreement and the Security Instruments to other Persons on or in respect of its material Properties.

ARTICLE VIII
Representations and Warranties of Canadian Borrowers

     The Canadian Borrowers represent and warrant to each of the Administrative Agents and the Lenders (each representation and warranty herein is given as of the Closing Date and shall be deemed repeated and reaffirmed on the dates of each Borrowing as provided in Section 6.02) with respect to the Canadian Tranche:

     Section 8.01 Legal Existence. The Canadian Borrowers: (a) (i) in the case of Universal Canada, it is a legally existing limited partnership and in good standing under the laws of the jurisdiction of its current organization, and (ii) in the case of UC Canadian Holdings, it is a legal entity duly organized, legally existing and in good standing (if applicable) under the laws of the jurisdiction where it is currently organized; (b) have all requisite power, and have all material governmental licenses, authorizations, consents and approvals necessary to own their assets and carry on their business as now being or as proposed to be conducted; and (c) are qualified to do business in all jurisdictions in which the nature of the business conducted by them makes such qualification necessary and where failure so to qualify would result in a Material Adverse Effect.

     Section 8.02 No Breach. Neither the execution and delivery of the Loan Documents nor compliance with the terms and provisions hereof will conflict with or result in a breach of, or require any consent which has not been obtained as of the Closing Date under, the constituting documents of the Canadian Borrowers, or any Governmental Requirement or any agreement or instrument to which the Canadian Borrowers are a party or by which they are bound or to which they or their Properties are subject, or constitute a default under any such agreement or instrument, or result in the creation or imposition of any Lien upon any of the revenues or assets of the Canadian Borrowers pursuant to the terms of any such agreement or instrument other than the Liens created by the Loan Documents.

     Section 8.03 Authority. The Canadian Borrowers have all necessary power and authority to execute, deliver and perform their obligations under the Loan Documents to which they are a party; and the execution, delivery and performance by the Canadian Borrowers of the Loan Documents to which they are a party, have been duly authorized by all necessary action on their part; and the Loan Documents constitute the legal, valid and binding obligations of the Canadian Borrowers, enforceable in accordance with their terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

     Section 8.04 Approvals. No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority are necessary for the execution, delivery or performance by the Canadian Borrowers of the Loan Documents or for the validity or enforceability thereof.

     Section 8.05 Defaults. The Canadian Borrowers are not in material default nor has any event or circumstance occurred which, but for the expiration of any applicable grace period or the giving of notice, or both, would constitute a material default under any material agreement or instrument to which the Canadian Borrowers are a party or by which the Canadian Borrowers are bound, which default would result in a Material Adverse Effect.

     Section 8.06 Income Tax Act (Canada). Each Canadian Borrower is either not a non-resident of Canada for purposes of the Income Tax Act (Canada) or is deemed a resident of Canada for purposes of Part XIII of the Income Tax Act (Canada).

     Section 8.07 Use of Loans. The Canadian Borrowers will use the proceeds of the Revolving Loans for working capital, letters of credit and other general corporate purposes not in contravention of any Governmental Requirement or of any Loan Document.

ARTICLE IX
Affirmative Covenants

     Holdings and, to the extent applicable, UCI covenants and agrees that, so long as any of the Aggregate Commitments are in effect and until payment in full of all Loans hereunder, all interest thereon and all other amounts payable by the Borrowers hereunder:

     Section 9.01 Reporting Requirements. It shall deliver, or shall cause to be delivered, to the US Administrative Agent:

          (a) Financial Statements. (i) Within 30 days after the same is required to be filed with the SEC or any successor agency (but in any event within 90 days of the end of each fiscal year of Holdings), a copy of each annual report and any amendment to a report filed with the SEC or any successor agency pursuant to Section 13 or 15(d) of the Exchange Act (currently Form 10-K), as the same may be amended from time to time, (ii) within 30 days after the same is required to be filed with the SEC or any successor agency (but in any event within 60 days after the end of each of the first three fiscal quarters of Holdings), a copy of each quarterly report and any amendment to any quarterly report filed with the SEC or any successor agency pursuant to Section 13 or 15(d) of the Exchange Act (currently Form 10-Q), as the same may be amended,

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from time to time and (iii) promptly after the same become available, but in any event within 15 days following the date the same are required to be filed with the SEC, all other reports, notices, proxy statements or other documents that are distributed by Holdings to its shareholders and all regular and periodic final reports (including, without limitation, reports on Form 8-K) filed by Holdings with the SEC, which are publicly available; provided, however, that the US Borrowers shall be deemed to have furnished the information required by this Section 9.01(a) if Holdings shall have timely made the same available on “▇▇▇▇▇” and/or on its home page on the worldwide web (at the date of this Agreement located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇); provided, further, however, that if the US Administrative Agent is unable to access ▇▇▇▇▇ or Holdings’ home page on the worldwide web, the US Borrowers agree to provide the US Administrative Agent with paper copies of the information required to be furnished pursuant to this Section 9.01(a) promptly following notice from the US Administrative Agent.

          (b) Budget, Projections. Within 90 days following the end of each fiscal year of Holdings, a copy of the projections of the operating budget and cash flow budget of Holdings and its Subsidiaries prepared on a consolidated basis for the succeeding fiscal year, such projections to be accompanied by a certificate of a Responsible Officer to the effect that such projections have been prepared on the basis of reasonable assumptions and that such Responsible Officer has no reason to believe they are incorrect or misleading in any material respect.

          (c) Notice of Default, Etc. Promptly after any Borrower knows that any Default or Material Adverse Effect has occurred, a notice of such Default or Material Adverse Effect, describing the same in reasonable detail and the action such Borrower proposes to take with respect thereto, and at the US Administrative Agent’s option, a copy of the notice of such Default or Material Adverse Effect.

          (d) Management Letters. Promptly after it or any Material Subsidiary’s receipt thereof, a copy of any “management letter” addressed to the board of directors of it or such Material Subsidiary from its certified public accountants and any internal control memoranda relating thereto.

          (e) Other Matters. From time to time such other information regarding the business, affairs or financial condition of it or any Material Subsidiary (including, without limitation, any Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA) as the US Administrative Agent may reasonably request.

          (f) Rating Change. Promptly after ▇▇▇▇▇’▇ or S&P shall have announced a change in the Index Debt Rating, a notice of such change describing the same in detail.

          (g) Labor Disputes. Promptly upon becoming aware of any labor dispute which would result in a Material Adverse Effect, a notice of such dispute describing same in detail and the action such US Borrower proposes to take with respect thereto.

          (h) Compliance Certificate. 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

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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 Restricted 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 ▇▇▇▇ 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.

          (i) Consolidating Financials. With the delivery or deemed delivery of the financial statements required by Section 9.01(a), the US Borrowers shall deliver consolidating information with respect to the Unrestricted Subsidiaries.

     Section 9.02 Litigation. It shall promptly give to the US Administrative Agent notice of any litigation or governmental investigation or proceeding pending against it or any of its Subsidiaries which would result in a Material Adverse Effect.

     Section 9.03 Maintenance, Etc.

          (a) Generally. Except as otherwise permitted by Section 10.08, it shall and shall cause each Material Subsidiary to: preserve and maintain its legal entity existence and all of its material rights, privileges, franchises, patents, trademarks, copyrights and licenses; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAP; upon reasonable notice, permit representatives of the Administrative Agents, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Administrative Agent.

          (b) Proof of Insurance. It shall and shall cause each Material Subsidiary to maintain, with financially sound and reputable insurance companies, insurance policies which (i) are sufficient for compliance with all requirements of law and of all agreements to which it or any Material Subsidiary is a party; (ii) are valid, outstanding and enforceable policies; and (iii) provide adequate insurance coverage in at least such amounts and against at least such risks (but including in any event public liability) as are usually insured against in the same general area by companies engaged in the same or a similar business for the assets and operations of it and each Material Subsidiary. Within 30 days after the renewal thereof, the US Borrower will furnish or cause to be furnished to the US Administrative Agent a certificate of insurance coverage from

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the insurer in form and substance satisfactory to the US Administrative Agent and, if requested, will furnish the US Administrative Agent copies of the applicable policies.

          (c) Operation of Properties. It will and will cause each of its Restricted Subsidiaries to operate its Properties or cause such Properties to be operated in a careful and efficient manner (i) in compliance with the practices of the industry, (ii) in compliance with all applicable contracts and agreements and (iii) in compliance in all material respects with all Governmental Requirements, except where the noncompliance therewith would not result in a Material Adverse Effect.

     Section 9.04 Environmental Matters.

          (a) Establishment of Procedures. It will and will cause each of its Subsidiaries to establish and implement such procedures as may be reasonably necessary to continuously determine and assure that any failure of the following does not have a Material Adverse Effect: (i) all Property of it and its Subsidiaries and the operations conducted thereon and other activities of it and its Subsidiaries are in compliance with and do not violate the requirements of any Environmental Laws, (ii) no oil, hazardous substances or solid wastes are disposed of or otherwise released on or to any Property owned by any such party except in compliance with Environmental Laws, (iii) no hazardous substance will be released on or to any such Property in a quantity equal to or exceeding that quantity which requires reporting pursuant to Section 103 of CERCLA, and (iv) no oil, oil and gas exploration and production wastes or hazardous substance is released on or to any such Property so as to pose an imminent and substantial endangerment to public health or welfare or the environment.

          (b) Notice of Action. The US Borrowers will promptly notify the US Administrative Agent in writing of any threatened action, investigation or inquiry by any Governmental Authority of which such US Borrower has knowledge in connection with any Environmental Laws, which would result in a Material Adverse Effect.

     Section 9.05 Further Assurances. It will and will cause each of its Restricted Subsidiaries to cure promptly any defects in the creation and issuance of the Notes and the execution and delivery of the Security Instruments and this Agreement. It at its expense will and will cause each of its Restricted Subsidiaries to promptly execute and deliver to the Applicable Administrative Agent upon request all such other documents, agreements and instruments to comply with or accomplish the covenants and agreements of it or any of its Restricted Subsidiaries, as the case may be, in the Security Instruments and this Agreement, or to further evidence and more fully describe the collateral intended as security for the Notes, or to correct any omissions in the Security Instruments, or to state more fully the security obligations set out herein or in any of the Security Instruments, or to perfect, protect or preserve any Liens created pursuant to any of the Security Instruments, or to make any recordings, to file any notices or obtain any consents, all as may be reasonably necessary or appropriate in connection therewith.

     Section 9.06 Performance of Obligations. The Borrowers will pay their Notes according to the reading, tenor and effect thereof; and it will and will cause each of its Subsidiaries to do and perform every act and discharge all of the obligations to be performed and discharged by them under the Security Instruments and this Agreement, at the time or times and in the manner specified.

     Section 9.07 Reserved.

     Section 9.08 Reserved.

     Section 9.09 Collateral.

          (a) Guarantees and Collateral. It shall and it shall cause each Subsidiary Guarantor to ▇▇▇▇▇ ▇ ▇▇▇▇ pursuant to the Security Instruments on substantially all of its Properties located in the United States now owned or at any time hereafter acquired by it or a Subsidiary Guarantor, including, without limitation, all Equipment, Accounts, Chattel Paper, Documents, General Intangibles, Instruments, Inventory, the real property related to the US Borrowers’ chief executive offices located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇; provided that the foregoing shall not require the creation or perfection of pledges of, security interests in or mortgages on, with respect to (A) any real property that has a value of less than $7,500,000, (B) the GP Interests and IDRs, (C) any Property as provided on Schedule 9.09 or (D) any Property that in the judgment of the Administrative Agent, the cost of creating or perfecting such pledges, security interests or mortgages on such Property would be excessive in view of the benefits to be obtained by the Lenders therefrom, provided further that it and any Subsidiary Guarantor will have ninety (90) days to perfect Liens on real Property acquired in an acquisition (subject to the limitations set forth above). It shall promptly cause each Significant Domestic Subsidiary now existing or hereafter formed or acquired to, guarantee the Indebtedness pursuant to the execution and delivery of the Guaranty Agreement or a supplement thereto. UCI will guarantee the Indebtedness pursuant to the execution and delivery of the Guaranty Agreement or a supplement thereto on or before the date that Holdings becomes the sole Borrower pursuant to Section 2.14. Holdings shall cause to be pledged by the appropriate Person (i) all of the certificated Capital Stock of each Domestic Subsidiary (excluding any ABS Subsidiary involved in the ABS Facility), (ii) all LP Units and Subordinated Units in UCLP, the Capital Stock in the General Partner and the Capital Stock in the owners of the General Partner and (iii) 65% of the certificated Capital Stock of each first tier Foreign Subsidiary (including, without limitation, to the extent certificated, delivery of original stock certificates or other certificates evidencing the Capital Stock of such Domestic Subsidiary or 65% of the Capital Stock of such Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and execute and deliver such other additional documents and certificates as shall reasonably be requested by the US Administrative Agent.

          (b) Releases. The US Borrowers and the Subsidiary Guarantors are authorized to release any Collateral that is sold, leased, assigned, conveyed, transferred or otherwise disposed of in compliance with Sections 10.08, 10.11 and 10.14; provided that so long as the lien in favor of the US Administrative Agent continues in the proceeds of such sale, lease, assignment, conveyance, transfer or other disposal of such Collateral, or to the extent such Collateral is sold, leased, assigned, conveyed, transferred or otherwise disposed of to any Borrower or any Subsidiary Guarantor, such lien continues in such Collateral. All Collateral shall be released upon either Holding’s or UCI’s long-term unsecured non-enhanced debt receiving (i) an investment grade rating from ▇▇▇▇▇’▇ or S&P and a rating no lower than one notch below investment grade from the other agency and (ii) a stable outlook or better from both ▇▇▇▇▇’▇ and S&P.

     Section 9.10 Notice of an ERISA Event. It will promptly furnish to the US Administrative Agent written notice of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of it and its Subsidiaries in an aggregate amount exceeding $100,000.

     Section 9.11 Ownership of the General Partner. It shall maintain at all times, directly or indirectly, a majority of the legal and beneficial ownership and majority voting control of the General Partner.

ARTICLE X
Negative Covenants

     Holdings and, to the extent applicable, UCI covenants and agrees that, so long as any of the Aggregate Revolving Commitments and Aggregate Term Commitments are in effect and until payment in full of Loans hereunder, all interest thereon and all other amounts payable by the Borrowers hereunder, without the prior written consent of the Majority Lenders:

     Section 10.01 Debt. Neither it nor any of its Restricted Subsidiaries will incur, create, assume or permit to exist any Debt, except:

          (a) the Notes, the BA Equivalent Notes, the Bankers’ Acceptances or other Indebtedness or any guaranty of or suretyship arrangement for the Notes, the BA Equivalent Notes, the Bankers’ Acceptances or other Indebtedness;

          (b) Debt (including unfunded commitments) of it or its Subsidiaries existing on the Closing Date which is reflected on the Financial Statements or is disclosed in Schedule 10.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Closing Date, including Debt with respect to the ABS Facility subject to the Intercreditor Agreement, not to exceed $225,000,000 in the aggregate; provided that no US Borrower or any Domestic Subsidiary other than the ABS Subsidiaries is liable for such Debt;

          (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor;

          (d) Debt of it and its Restricted Subsidiaries under Hedging Agreements which are for bona fide business purposes and are not speculative;

          (e) other Debt of it and its Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date, (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities;

          (f) Debt for borrowed money meeting the qualifications set forth in Section 10.01(e) assumed by Holdings or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of Holdings acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement; provided that up to $100,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 10.01(e)(B), (C) and (D);

          (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed $30,000,000 at any time outstanding;

          (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of Holdings or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed $25,000,000;

          (i) Debt of any Foreign Subsidiary used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes not to exceed $100,000,000; provided that no more than $50,000,000 in the aggregate of such Debt shall be Debt which is other than Non-Recourse Foreign Debt;

          (j) Debt of any US Borrower owed to any Restricted Subsidiary and any Debt owed by any Restricted Subsidiary owed to any US Borrower or to any other Restricted Subsidiary; and

          (k) other Debt not to exceed $25,000,000 in the aggregate.

     Section 10.02 Liens. Neither it nor any of its Restricted Subsidiaries will create, incur, assume or permit to exist any Lien on any of its Properties (now owned or hereafter acquired), except (herein referred to as “Permitted Liens”):

          (a) Liens arising under the Security Instruments securing the payment of any Indebtedness;

          (b) Liens disclosed on Schedule 10.02;

          (c) Excepted Liens;

          (d) Liens on Property held or pledged in connection with the ABS Facility, provided that such Liens do not extend to or cover any Property of Holdings or any of its Restricted Subsidiaries other than the Property of ABS Subsidiaries involved in the ABS Facility;

          (e) Liens relating to Debt permitted under Sections 10.01(e), (f) or (k) provided that the aggregate amount of Debt secured by such Liens shall not exceed $100,000,000 in the aggregate; provided further that such Liens permitted under Section 10.01(f) do not extend

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to or cover any Property other than the Property that secured such Debt prior to the time it was acquired or assumed; provided further that the Liens securing the Capital Lease Obligations and Purchase Money Indebtedness must only encumber the Property under lease or purchased;

          (f) Liens on assets of Foreign Subsidiaries under Foreign Credit Facilities; and

          (g) Liens securing Capital Lease Obligations and Purchase Money Indebtedness allowed under Section 10.01(g), but only on the Property under lease or purchased.

     Section 10.03 Investments. Neither it nor any of its Restricted Subsidiaries will make any Investments in any Person, except that, so long as no Event of Default has occurred and is continuing, the foregoing restriction shall not apply to:

          (a) Investments reflected in the financial statements described in Section 7.02 or which are disclosed to the Lenders in Schedule 10.03;

          (b) accounts receivable arising in the ordinary course of business;

          (c) direct obligations of the United States or Canada or any agency thereof, or obligations guaranteed by the United States or Canada or any agency thereof, in each case maturing within one year from the date of creation thereof;

          (d) commercial paper maturing within one year from the date of creation thereof rated no lower than A2 or P2 as such rating is set forth by S&P or ▇▇▇▇▇’▇, respectively;

          (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, any Lender or any office located in the United States or Canada of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $100,000,000.00 (as of the date of such Lender’s or bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or ▇▇▇▇▇’▇, respectively;

          (f) deposits in money market funds which invest 95% or more of its funds in Investments described in Section 10.03(c), 10.03(d) or 10.03(e);

          (g) payroll advances and employee loans up to $5,000,000;

          (h) Investments by it or by any of its Restricted Subsidiaries in any other Restricted Subsidiary or in it;

          (i) Investments otherwise permitted by Sections 10.01 or 10.14;

          (j) other Investments not to exceed $25,000,000 in the aggregate;

          (k) except for Investments in the General Partner permitted under Section 10.03(m), Investments in Unrestricted Subsidiaries so long as after giving effect to such Investment, the Senior Secured Leverage Ratio is less than 3.5 to 1.0 for the most recent Testing

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Period at such time. For purposes of this Section 10.03(k), the Senior Secured Leverage Ratio shall include any Senior Secured Debt incurred to make such Investment;

          (l) Investments in connection with any acquisition of wholly-owned assets, business units or companies; provided, however, that (A) such wholly-owned assets, business units or companies shall not be materially different than the lines of business of the US Borrowers’ and their Restricted Subsidiaries, (B) such acquisition shall not be a hostile take over of a company and (C) both before and after giving pro forma effect to such acquisition and the Debt incurred to make such acquisition, no Default or Event of Default shall exist and be continuing; and

          (m) Investments in GP Interests to maintain its two percent (2%) investment in UCLP.

     Section 10.04 Dividends, Distributions and Redemptions. Holdings will not declare or pay any dividend, purchase, redeem or otherwise acquire for value any of its Capital Stock now or hereafter outstanding, return any capital to its stockholders or make any distribution of their assets to its stockholders; except that so long as there shall exist no Default or Event of Default (both before and after giving effect to the payment thereof), Holdings may declare or pay any dividend, purchase, redeem or otherwise acquire for value any of its stock now or hereafter outstanding, return any capital to its stockholders or make any distribution of their assets to its stockholders so long as the Senior Secured Leverage Ratio is less than 3.5 to 1.0 for the most recent Testing Period at such time. For purposes of this Section 10.04, the Senior Secured Leverage Ratio shall include any Senior Secured Debt incurred to make such dividend, purchase, redemption or acquisition.

     Section 10.05 Reserved

     Section 10.06 Nature of Business. Neither it nor any Material Subsidiary will allow any material change to be made in the character of its business.

     Section 10.07 Reserved.

     Section 10.08 Mergers, Etc. Neither it nor any of its Restricted Subsidiaries will merge into or with or consolidate with any other Person, or sell, lease, assign, exchange, convey or transfer except as permitted under Section 10.14 (whether in one transaction or in a series of transactions) all or substantially all of its Property or Capital Stock of any of its Restricted Subsidiaries to any other Person except that (a) any Restricted Subsidiary of it may be merged into or consolidated with or sell, lease, assign, exchange, convey or transfer of all or substantially all of its Property to (i) a US Borrower, so long as a US Borrower is the surviving business entity, or (ii) another Restricted Subsidiary of Holdings, (b) it or UCI, as applicable may merge into or consolidate with any Person provided, in each case (i) immediately thereafter and giving effect thereto, no event shall occur and be continuing which constitutes a Default or Event of Default and (ii) it or UCI, as applicable is the surviving business entity and (c) any Restricted Subsidiary of it may liquidate, dissolve or sell so long as it determines in good faith that such liquidation, dissolution or sale is in the best interest of it.

     Section 10.09 Proceeds of Notes; Letters of Credit. The Borrowers will not permit the proceeds of the Notes, the Bankers’ Acceptances, the BA Equivalent Notes or Letters of Credit to be used for any purpose other than those permitted by Sections 7.07 or 8.07. Neither US Borrower nor any Person acting on behalf of either US Borrower has taken or will take any action which might cause any of the Loan Documents to violate Regulation T, U or X or any other regulation of the Board of Governors of the Federal Reserve System or to violate Section 7 of the Exchange Act or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect.

     Section 10.10 Reserved.

     Section 10.11 Sale or Discount of Receivables. Neither it nor any of its Restricted Subsidiaries will discount or sell (with or without recourse) any of its notes receivable or accounts receivable, except in the ordinary course of business.

     Section 10.12 Fiscal Year Change. It will not permit any change in its fiscal year. Section 10.13 Certain Financial Covenants.

          (a) Interest Coverage Ratio. It will not permit Interest Coverage Ratio as of the end of any Testing Period to be less than 2.50 to 1.00.

          (b) Total Leverage Ratio. It will not permit its Total Leverage Ratio to be greater than 5.00 to 1.00; provided that during any Testing Period in which the ratio of Domestic Compression EBITDA to Adjusted EBITDA is less than 55%, it will not permit such ratio to exceed 4.50 to 1.00.

          (c) Senior Secured Leverage Ratio. It will not permit its Senior Secured Leverage Ratio to be greater than 5.00 to 1.00; provided that during any Testing Period in which the ratio of Domestic Compression EBITDA to Adjusted EBITDA is less than 55%, it will not permit such ratio to be greater than 4.00 to 1.00; provided further that during any Testing Period in which the ratio of Domestic Compression EBITDA to Adjusted EBITDA is less than 45%, it will not permit such ratio to be greater than 3.50 to 1.00.

     Section 10.14 Sale of Properties. It will not, and will not permit any of its Restricted Subsidiaries to, sell, lease, assign, exchange, convey or transfer (excluding the granting of a Lien) any Property to any Person other than to it or to any of its Restricted Subsidiaries, except it and any of its Restricted Subsidiaries:

          (a) may sell or otherwise dispose of any Property which, in the reasonable judgment of such Person, is obsolete, worn out or otherwise no longer useful in the conduct of such Person’s business;

          (b) may sell, lease, assign, exchange, convey or transfer inventory or equipment in the ordinary course of business (including any sale, lease, assignment, exchange, conveyance or transfer of Compression Assets to the UCLP Group pursuant to the Omnibus Agreement); provided, however, that when any sales, exchanges or conveyances result in the US Borrowers and the Restricted Subsidiaries receiving more than $100,000,000 in Net Proceeds on

a cumulative basis, fifty percent (50%) of Net Proceeds received in excess of $100,000,000 shall be applied to reduce the Aggregate Revolving Commitments as provided in Section 2.03(a) and the unused Commitment Increase as provided in Section 2.15(e). Notwithstanding the foregoing to the contrary, sales in accordance with Section 10.14(e) shall not apply to this Section 10.14(b).

          (c) may sell, lease, assign, exchange, convey or otherwise transfer Compression Assets to an ABS Subsidiary so that it may become collateral for the ABS Facility;

          (d) so long as no Event of Default has occurred and is continuing, may sell or otherwise dispose of Property having a value of up to 5% of the Consolidated Net Tangible Assets of it in any fiscal year;

          (e) may sell Compression Assets to one or more members of the UCLP Group; provided that for any sale of more than $100,000,000 of Compression Assets not otherwise permitted by Section 10.14(b) (i) if the sales price for the Compression Assets is less than 7 times the EBITDA of Holdings and its Consolidated Subsidiaries for the last 4 quarters attributable to such assets, the US Borrowers will deliver to the Lenders a fairness opinion from a Person reasonably acceptable to the US Administrative Agent with respect to the value of the consideration of such sale, (ii) in the event any fairness opinion is delivered to its board of directors in connection with such sale, a copy of which will be delivered to the Lenders, (iii) at least 30% of the value for such sale will be in LP Units conveyed to the US Borrowers or their Restricted Subsidiaries which units will be pledged as Collateral and (iv) no Default or Event of Default will occur after giving effect to such sale on a pro forma basis;

          (f) may sell LP Units, IDRs, Subordinated Units and GP Interests, subject to the provisions of Section 2.03(a) and Section 2.15(e);

          (g) may sell all or substantially all of the Property or Capital Stock of any ABS Subsidiary to any Person comprising the UCLP Group; provided, however, (i) if the sales price for the Capital Stock is less than 7 times the EBITDA of Holdings and its Consolidated Subsidiaries for the last 4 quarters attributable to such ABS Subsidiary, the US Borrowers will deliver to the Lenders a fairness opinion from a Person reasonably acceptable to the US Administrative Agent with respect to the value of the consideration of such sale, (ii) in the event any fairness opinion is delivered to its board of directors in connection with such sale, a copy of which will be delivered to the Lenders, (iii) at least 30% of the value for such sale will be in LP Units conveyed to the US Borrowers or their Restricted Subsidiaries which units will be pledged as Collateral and (iv) no Default or Event of Default will occur after giving effect to such sale on a pro forma basis; and

provided that (i) with respect to (d) and (f) above, (y) fair market value is received and (z) no Default or Event of Default will occur after giving effect to such sale on a pro forma basis and (ii) with respect to (f) above, Holdings maintains, directly or indirectly, majority legal and beneficial ownership and voting control of the General Partner, including the GP Interests and the IDRs.

     Section 10.15 Environmental Matters. Neither it nor any of its Subsidiaries will cause or permit any of its Property to be in violation of, or do anything or permit anything to be done which will subject any such Property to any remedial obligations under any Environmental

Laws, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to such Property where such violations or remedial obligations would have a Material Adverse Effect.

     Section 10.16 Transactions with Affiliates. Except as set forth on Schedule 10.16, neither it nor any of its Restricted Subsidiaries will enter into any transaction, including, without limitation, any purchase, sale, lease, assignment, exchange, conveyance or transfer of Property or the rendering of any service, with any Affiliate unless such transactions are otherwise permitted under this Agreement, are in the ordinary course of its business and are upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate.

     Section 10.17 Subsidiaries.

          (a) It shall not, and shall not permit any of its Restricted Subsidiaries to, create any additional Subsidiaries except for (a) Restricted Subsidiaries resulting from future mergers or acquisitions permitted hereunder, (b) new Restricted Subsidiaries created by it in compliance with Section 10.03 and (c) Restricted Subsidiaries created in connection with the reorganization of it or any Subsidiary. Upon the creation of any new Restricted Subsidiaries, the Capital Stock (to the extent certificated) shall be pledged as Collateral for this Agreement (subject to the 65% limitation for first-tier Foreign Subsidiaries).

          (b) It shall not designate any Subsidiary as an Unrestricted Subsidiary, unless:

               (i) such designation of an “Unrestricted Subsidiary” is made by a Responsible Officer at the time of its creation or acquisition; provided that no Debt or other obligation of such Unrestricted Subsidiary may be assumed or guaranteed by any Borrower or any Restricted Subsidiary except to the extent otherwise permitted under Section 10.01, nor may any asset of any Borrower or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, become encumbered or otherwise subject to the satisfaction thereof except to the extent otherwise permitted under Section ▇▇.▇▇.▇▇ the time of such designation and immediately after giving effect thereto, no Default shall have occurred and be continuing; and

               (ii) it would have been in compliance with Section 10.13 on the last day of the most recently ended fiscal quarter of it had such Subsidiary been an Unrestricted Subsidiary on such day.

     Section 10.18 Negative Pledge Agreements. Except as permitted by this Agreement, neither it nor any of its Restricted Subsidiaries will create, incur, assume or permit to exist any contract or agreement (other than this Agreement and the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property as may be required in connection with this Agreement or restricts any of its Restricted Subsidiaries from paying dividends to the US Borrowers, or which requires the consent of or notice to other Persons in connection therewith, except for any such contract or agreement existing as of the Closing Date and any extensions, renewals or replacements of any contracts or agreements permitted hereunder; provided that such prohibitive terms of such contract or agreement are no more restrictive than the terms reflected in such contract or agreement existing as of the Closing Date.

     Section 10.19 The General Partner. It will not permit the General Partner to (i) create, incur, assume or permit to exist any Debt or Liens except for Debt of UCOP and a Lien on the Capital Stock of the General Partner or (ii) conduct any business other than serving as the general partner of UCLP.

ARTICLE XI
Events of Default; Remedies

     Section 11.01 Events of Default. One or more of the following events which continue beyond any applicable cure period shall constitute an “Event of Default”:

          (a) any Borrower shall default in the payment or prepayment when due of any principal of or interest on any Loan, or any reimbursement obligation for a disbursement made under any Letter of Credit, or any fees or other amount payable by it hereunder or under any Security Instrument and such default, other than a default of a payment or prepayment of principal (which shall have no cure period), shall continue unremedied for a period of five (5) Business Days; or

          (b) any Borrower or any Restricted Subsidiary shall default in the payment when due of any principal of or interest on any of its other Debt aggregating $35,000,000 or more, or any event or condition occurs that results in such Debt becoming due prior to its scheduled maturity or that enables or permits (with the giving of any notice, the lapse of time or both) the holder or holders of such Debt or any trustee or agent on its or their behalf to cause such Debt to become due prior to its scheduled maturity; or

          (c) any representation, warranty or certification made or deemed made herein or in any Security Instrument by any Borrower or any Subsidiary, or any certificate furnished to any Lender or the Administrative Agents pursuant to the provisions hereof or any Security Instrument, shall prove to have been false or misleading as of the time made or furnished in any material respect; or

          (d) any Borrower shall default in the performance of any of its obligations under this Agreement other than under Sections 10.13(c), 10.15 or 10.17 or ARTICLE IX; or any Borrower or any Restricted Subsidiary shall default in the performance of any of its obligations under Sections 10.13(c), 10.15 or 10.17 or ARTICLE IX or any Security Instrument (other than the payment of amounts due which shall be governed by Section 11.01(a)) and such default shall continue unremedied for a period of thirty (30) days after the earlier to occur of (i) notice thereof to such Borrower by the Applicable Administrative Agent or any Lender (through the Applicable Administrative Agent), or (ii) such Borrower otherwise becoming aware of such default; or

          (e) any Borrower, any Material Subsidiary or any Material Foreign Subsidiary shall admit in writing its inability to, or be generally unable to, pay its debts as such debts become due; or

          (f) any Borrower, any Material Subsidiary or any Material Foreign Subsidiary shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the

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Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada), as applicable, (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, liquidation or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada), as applicable, or (vi) take any corporate action for the purpose of effecting any of the foregoing; or

          (g) a proceeding or case shall be commenced, without the application or consent of a Borrower, any Material Subsidiary or any Material Foreign Subsidiary, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of a Borrower, any Material Subsidiary or any Material Foreign Subsidiary of all or any substantial part of its assets, or (iii) similar relief in respect of a Borrower, any Material Subsidiary or any Material Foreign Subsidiary under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 days; or (iv) an order for relief against a Borrower, any Material Subsidiary or any Material Foreign Subsidiary shall be entered in an involuntary case under the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada), as applicable; or

          (h) a judgment or judgments for the payment of money in excess of insurance coverage aggregating $15,000,000 or more at any one time outstanding shall be rendered by a court against any Borrower or any Restricted Subsidiary and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within thirty (30) days from the date of entry thereof and a Borrower or such Restricted Subsidiary shall not, within said period of 30 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal; or

          (i) the Loan Documents after delivery thereof shall for any reason, except to the extent permitted by the terms thereof, cease to be in full force and effect and valid, binding and enforceable in accordance with their terms, or, with respect to the Security Instruments, shall cease to create a valid and perfected Lien of the priority required thereby on any of the Collateral purported to be covered thereby, except to the extent permitted by the terms of this Agreement, or any Borrower or any Restricted Subsidiary shall so state in writing; or

          (j) a Change of Control shall occur; or

          (k) an ERISA Event shall have occurred that, in the opinion of the Majority Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of a Borrower and any of its Restricted Subsidiaries in an aggregate amount exceeding $5,000,000 for all periods.

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     Section 11.02 Remedies.

          (a) In the case of an Event of Default other than one referred to in clauses (f) or (g) of Section 11.01, the Applicable Administrative Agent, upon request of the Majority Lenders, shall, by notice to the Borrowers, cancel the Aggregate Revolving Commitments and/or declare the Principal Amount then outstanding of, and the accrued interest on, the Loans and all other amounts payable by the Borrowers hereunder and under the Notes (including without limitation the payment of cash collateral to secure the LC Exposure as provided in Section 2.10(b) and the BA Exposure as provided in Section 2.12(i)) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other formalities of any kind, all of which are hereby expressly waived by the Applicable Borrower.

          (b) In the case of the occurrence of an Event of Default referred to in clauses (f) or (g) of Section 11.01, the Aggregate Revolving Commitments and the Aggregate Term Commitments shall be automatically canceled and the Principal Amount then outstanding of, and the accrued interest on, the Loans and all other amounts payable by the Borrowers hereunder and under the Notes (including without limitation the payment of cash collateral to secure the LC Exposure as provided in Section 2.10(b) and the BA Exposure as provided in Section 2.12(i)) shall become automatically immediately due and payable without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other formalities of any kind, all of which are hereby expressly waived by the Borrowers.

          (c) Notwithstanding anything to the contrary in the Loan Documents, on the CAM Exchange Date, the Lenders shall automatically and without further act be deemed to have exchanged interests in the Aggregate Credit Exposure under the Tranches (including participations in the undrawn amounts of Letters of Credit) such that, in lieu of the interest of each Lender in the Credit Exposure under each Tranche in which it shall participate as of such date (including the principal, reimbursement, interest and fee obligations of each Borrower in respect of each such Tranche and such Lender’s participation in undrawn Letters of Credit), such Lender shall own an interest equal to such Lender’s CAM Percentage in the Aggregate Credit Exposure under the Tranches (including the principal, reimbursement, interest and fee obligations of each Borrower in respect of each such Tranche and hold a participation in the undrawn amount of each outstanding Letter of Credit equal to its CAM Percentage thereof). Each Lender, each person acquiring a participation from any Lender as contemplated by Section 13.06(c) and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the US Administrative Agent all such promissory notes and other instruments and documents as the US Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the US Administrative Agent against delivery of any promissory notes so executed and delivered; provided, however, that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. In the event the CAM Exchange Date shall occur, Indebtedness owed by the Borrowers under the Loan Documents denominated in Canadian Dollars (other than, for the avoidance of doubt, obligations in respect of undrawn Offshore

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Currency Letters of Credit) shall, automatically and with no further act required, be converted to obligations of the same Borrower denominated in US Dollars. Such conversion shall be effected based upon the exchange rate described in the definition of “US Dollar Equivalent Amount” on the CAM Exchange Date. On and after any such conversion, all amounts accruing and owed to any Lender in respect of the Indebtedness owed to it under the Loan Documents shall accrue and be payable in US Dollars at the rates otherwise applicable hereunder. Subject to Section 11.02(d), as a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment or proceeds received by the Applicable Administrative Agent pursuant to or as a result of the execution of any remedy under any Loan Document in respect of the Indebtedness of the Borrowers under the Loan Documents shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of set-off, in respect of the Indebtedness under the Loan Documents shall be paid over to the US Administrative Agent for distribution to the Lenders in accordance herewith.

          (d) Hedging Agreements between any US Borrower and any of their Subsidiaries and the Administrative Agents or a Lender and/or any Lender Affiliate are secured by the Security Instruments pari passu with all other Indebtedness. As such, proceeds from the Security Instruments shall be shared pro rata on all Indebtedness. All proceeds received after the later to occur of the Term Loan Maturity Date or the Revolving Maturity Date, whether by acceleration or otherwise, shall be applied first to reimbursement of expenses provided for in the Security Instruments; next to be shared pro rata between the Hedging Agreements (which form part of the Indebtedness) on the one hand and all other Indebtedness pursuant to this Agreement and the other Loan Documents on the other hand. Thereafter, all such proceeds applicable to the Loans and other obligations under this Agreement and the other Loan Documents shall be applied, first to reimbursement of expenses and indemnities provided for in this Agreement and the other Loan Documents; second to accrued interest on the Loans; third to fees; fourth pro rata to principal outstanding on the Loans and other Indebtedness and to serve as cash collateral to be held by the US Administrative Agent to secure the LC Exposure and by the Canadian Administrative Agent to secure outstanding BA Exposure; and any excess shall be paid to the US Borrowers or as otherwise required by any Governmental Requirement.

          (e) Acceleration and termination of all Hedging Agreements involving the Administrative Agents or Lenders or the Lender Affiliates shall be governed by the terms of the Hedging Agreements.

     Section 11.03 Letters of Credit.

          (a) In the event that on the CAM Exchange Date any LC Exposure shall be outstanding, each US Tranche Revolving Lender shall promptly pay over to the US Administrative Agent, in immediately available funds, an amount in US Dollars equal to such US Tranche Revolving Lender’s US Tranche Percentage of such LC Exposure (or, in the case of any Offshore Currency Letter of Credit, the US Dollar Equivalent of such LC Exposure) together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the US Administrative Agent at the rate that would be applicable at the time to a US Dollar Base Rate Loan in a Principal Amount equal to such US Lender’s US Tranche Percentage of the LC Exposure. The US Administrative Agent shall establish a separate account (each, a “Reserve Account”) or accounts for each Lender for the amounts received with respect to each

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such Letter of Credit pursuant to the preceding sentence. The US Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The US Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s Reserve Account shall be held as a reserve against the LC Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Borrower and shall not give rise to any obligation on the part of the Borrowers to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.10.

          (b) In the event that after the CAM Exchange Date any drawing shall be made in respect of a Letter of Credit, the US Administrative Agent shall, at the request of the applicable Issuing Bank, withdraw from the Reserve Account of each Lender any amounts, up to the amount of such Lender’s CAM Percentage of such drawing or payment, deposited in respect of such Letter of Credit and remaining on deposit and deliver such amounts to such Issuing Bank in satisfaction of the reimbursement obligations of the US Tranche Revolving Lenders under Section 2.10(c). In the event that any US Tranche Revolving Lender shall default on its obligation to pay over any amount to the US Administrative Agent as provided in this Section 11.03, the applicable Issuing Bank shall have a claim against such US Tranche Revolving Lender to the same extent as if such US Tranche Revolving Lender had defaulted on its obligations under Section 2.10(c), but shall have no claim against any other Lender in respect of such defaulted amount, notwithstanding the exchange of interests in the US Borrowers’ reimbursement obligations pursuant to Section 11.02(c). Each other Lender shall have a claim against such defaulting US Tranche Revolving Lender for any damages sustained by it as a result of such default, including, in the event that such Letter of Credit shall expire undrawn, its CAM Percentage of the defaulted amount.

          (c) In the event that after the CAM Exchange Date any Letter of Credit shall expire undrawn, the US Administrative Agent shall withdraw from the Reserve Account of each Lender the amount remaining on deposit therein in respect of such Letter of Credit, and distribute such amount to such Lender.

          (d) With the prior written approval of the US Administrative Agent (not to be unreasonably withheld), any Lender may withdraw the amount held in its Reserve Account in respect of the undrawn amount of any Letter of Credit. Any Lender making such a withdrawal shall be unconditionally obligated, in the event there shall subsequently be a drawing under such Letter of Credit, to pay to the US Administrative Agent, for the account of the Issuing Bank, on demand, its CAM Percentage of such drawing or payment.

          (e) Pending the withdrawal by any Lender of any amounts from its Reserve Account as contemplated by the above paragraphs, the US Administrative Agent will, at the direction of such Lender and subject to such rules as the US Administrative Agent may prescribe for the avoidance of inconvenience, invest such amounts in Investments described in Sections 10.03(c), (d), (e) or (f). Each Lender that has not withdrawn its amounts in its Reserve Account as provided in paragraph (d) above shall have the right, at intervals reasonably specified by the US

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Administrative Agent, to withdraw the earnings on investments so made by the US Administrative Agent with amounts in its Reserve Account and to retain such earnings for its own account.

ARTICLE XII
The Administrative Agent

     Section 12.01 Appointment, Powers and Immunities of the Administrative Agents. Each Applicable Lender hereby irrevocably appoints and authorizes the Applicable Administrative Agent to act as its administrative agent hereunder and under the Security Instruments with such powers as are specifically delegated to such Applicable Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Applicable Administrative Agent (which term as used in this sentence and in Section 12.05 and the first sentence of Section 12.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and administrative agents): (a) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (b) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by the Borrowers or any other Person (other than the Applicable Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Applicable Borrower, its Subsidiaries or any other obligor or guarantor; (c) except pursuant to Section 12.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligence, except for its and its officers’, employees’, agents’ and representatives’ gross negligence or willful misconduct; provided, however, the Administrative Agents may employ administrative agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such dministrative agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such administrative agents, accountants, attorneys or experts. The Administrative Agents may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with such Administrative Agents. The Administrative Agents are authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

     Section 12.02 Reliance by the Administrative Agents. The Administrative Agents shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telex, telecopier, telegram or cable) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice

and statements of legal counsel, independent accountants and other experts selected by the Administrative Agents.

     Section 12.03 Defaults. The Administrative Agents shall not be deemed to have knowledge of the occurrence of a Default (other than the non-payment of principal of or interest on Loans or of fees or failure to reimburse for Letter of Credit drawings or Bankers’ Acceptances) unless the Administrative Agents have received notice from a Lender or a Borrower specifying such Default and stating that such notice is a “Notice of Default.” In the event that the Administrative Agents receive such a notice of the occurrence of a Default, the Administrative Agents shall give prompt notice thereof to the Applicable Lenders. In the event of a payment Default, the Administrative Agents shall give each Applicable Lender prompt notice of each such payment Default.

     Section 12.04 Rights as a Lender. With respect to its US Tranche Commitments or Canadian Allocated Commitments and the Loans made by it and its participation in the issuance of Letters of Credit, each Applicable Administrative Agent (and any successor acting as such Applicable Administrative Agent) in its capacity as a Lender hereunder shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not acting as the Applicable Administrative Agent, and the term “Lender” or “Lenders” shall, unless the context otherwise indicates, include the Applicable Administrative Agent in its individual capacity. Each Applicable Administrative Agent (and any successor acting as such Applicable Administrative Agent) and its Affiliates may (without having to account therefor to any Lender) accept deposits from, lend money to and generally engage in any kind of banking, trust or other business with the Applicable Borrower (and any of its Affiliates) as if it were not acting as the Applicable Administrative Agent, and each Applicable Administrative Agent and its Affiliates may accept fees and other consideration from the Borrowers for services in connection with this Agreement or otherwise without having to account for the same to the Lenders.

     Section 12.05 Indemnification. The Lenders agree to indemnify the Administrative Agents and the Issuing Bank ratably in accordance with their Percentage Shares prior to the CAM Exchange Date and with their CAM Percentage on or after the CAM Exchange Date for the Indemnity Matters as described in Section 13.03 to the extent not indemnified or reimbursed by the Borrowers under Section 13.03, but without limiting the obligations of the Borrowers under said Section 13.03 and for any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agents or the Issuing Bank in any way relating to or arising out of: (a) this Agreement, the Security Instruments or any other documents contemplated by or referred to herein or the transactions contemplated hereby, but excluding, unless a Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of their agency duties hereunder or (b) the enforcement of any of the terms of this Agreement, any Security Instrument or of any such other documents; whether or not any of the foregoing specified in this Section 12.05 arises from the sole or concurrent negligence of the Administrative Agents or

the Issuing Bank, provided that no Lender shall be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Administrative Agents or the Issuing Bank, as the case may be; provided further that the obligation to indemnify the Issuing Bank hereunder will be the obligations of the US Tranche Revolving Lenders prior to the CAM Exchange Date and all of the Lenders on or after the CAM Exchange Date.

     Section 12.06 Non-Reliance on the Administrative Agents and other Lenders. Each Lender acknowledges and agrees that it has, independently and without reliance on the Administrative Agents or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of each US Borrower and its decision to enter into this Agreement, and that it will, independently and without reliance upon the Administrative Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement. The Administrative Agents shall not be required to keep itself informed as to the performance or observance by the Borrowers of this Agreement, the Notes, the Security Instruments or any other document referred to or provided for herein or to inspect the properties or books of the Borrowers. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Applicable Administrative Agent hereunder, such Applicable Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairs, financial condition or business of the Borrowers (or any of its Affiliates) which may come into the possession of such Applicable Administrative Agent or any of its Affiliates. In this regard, each Lender acknowledges that ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. is acting in this transaction as special US counsel to the US Administrative Agent only and Goodmans LLP is acting in this transaction as special Canadian counsel to the Canadian Administrative Agent only, except to the extent otherwise expressly stated in any legal opinion or any Loan Document. Each Lender will consult with its own legal counsel to the extent that it deems necessary in connection with the Loan Documents and the matters contemplated therein.

     Section 12.07 Action by the Administrative Agents. Except for action or other matters expressly required of each Applicable Administrative Agent hereunder, each Applicable Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall (a) receive written instructions from the Majority Lenders (or all of the Lenders as expressly required by Section 13.04) specifying the action to be taken, and (b) be indemnified to its satisfaction by the Lenders against any and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions of the Majority Lenders (or all of the Lenders as expressly required by Section 13.04) and any action taken or failure to act pursuant thereto by the Applicable Administrative Agent shall be binding on all of the Lenders. If a Default has occurred and is continuing, each Applicable Administrative Agent shall take such action with respect to such Default as shall be directed by the Majority Lenders (or all of the Lenders as required by Section 13.04) in the written instructions (with indemnities) described in this Section 12.07, provided that, unless and until the Applicable Administrative Agent shall have received such directions, such Applicable Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall the Applicable Administrative Agent be required to take any action which exposes such

Applicable Administrative Agent to personal liability or which is contrary to this Agreement and the Security Instruments or applicable law.

     Section 12.08 Resignation or Removal of the Administrative Agents. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided below, each Applicable Administrative Agent may resign at any time by giving notice thereof to the Lenders and the Borrowers, and each Applicable Administrative Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Applicable Administrative Agent. If no successor Applicable Administrative Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Applicable Administrative Agent’s giving of notice of resignation or the Majority Lenders’ removal of the retiring Applicable Administrative Agent, then the retiring Applicable Administrative Agent may, on behalf of the Lenders, appoint a successor Applicable Administrative Agent. Upon the acceptance of such appointment hereunder by a successor Applicable Administrative Agent, such successor Applicable Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Applicable Administrative Agent, and the retiring Applicable Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Applicable Administrative Agent’s resignation or removal hereunder as Applicable Administrative Agent, the provisions of this ARTICLE XII and Section 13.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Administrative Agent.

     Section 12.09 Notification by US Administrative Agent. Subject to the provisions herein to the contrary, the US Administrative Agent shall be required to notify only the US Tranche Revolving Lenders of any Borrowings, continuations or conversions or of any other act requiring notice to be provided by the US Administrative Agent hereunder. Upon each US Tranche Revolving Lender’s receipt of such notice from the US Administrative Agent pursuant to this Section 12.09, such Lender shall notify its respective Canadian counterpart of such notice.

     Section 12.10 Joint Lead Arrangers, Joint Book Runners, Co-Documentation Agents. The Joint Lead Arrangers, the Joint Book Runners, and the Co-Documentation Agents shall have no duties, responsibilities or liabilities under this Agreement and the other Loan Documents other than their duties, responsibilities and liabilities in their capacity as Lenders hereunder.

ARTICLE XIII
Miscellaneous

     Section 13.01 Waiver. No failure on the part of the Administrative Agents or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

     Section 13.02 Notices. All notices and other communications provided for herein and in the other Loan Documents (including, without limitation, any modifications of, or waivers or consents under, this Agreement or the other Loan Documents) shall be given or made by telex, telecopy, courier, U.S. Mail or Canadian Mail or in writing and telexed, telecopied, mailed or delivered to the intended recipient at the “Address for Notices” specified below its name on the signature pages hereof or in the Loan Documents, except that for notices and other communications to the Administrative Agents other than payment of money, the Borrowers need only send such notices and communications to the US Administrative Agent care of the Houston address of Wachovia and to the Canadian Administrative Agent care of the Toronto, Canada address of Wachovia Canada; or, as to any party, at such other address as shall be designated by such party in a notice to each other party. Except as otherwise provided in this Agreement or in the other Loan Documents, all such communications shall be deemed to have been duly given when transmitted, if transmitted before 1:00 p.m. local time on a Business Day (otherwise on the next succeeding Business Day) by telex or telecopier and evidence or confirmation of receipt is obtained, or personally delivered or, in the case of a mailed notice, three (3) Business Days after the date deposited in the mails, postage prepaid, in each case given or addressed as aforesaid.

     Section 13.03 Payment of Expenses, Indemnities, etc.

          (a) The Borrowers agree:

     (i) whether or not the transactions hereby contemplated are consummated, to pay all reasonable expenses of each Administrative Agent in the administration (both before and after the execution hereof and including advice of counsel as to the rights and duties of each Administrative Agent and the Lenders with respect thereto) of, and in connection with the negotiation, syndication, investigation, preparation, execution and delivery of, recording or filing of, preservation of rights under, enforcement of, and refinancing, renegotiation or restructuring of, the Loan Documents and any amendment, waiver or consent, whether or not effective, relating thereto (including, without limitation, travel, photocopy, mailing, courier, telephone and other similar expenses of each Administrative Agent, ongoing Collateral monitoring and protection, Collateral releases and workout matters, the cost of environmental audits, surveys and appraisals, the reasonable fees and disbursements of counsel and other outside consultants for the Administrative Agents limited to one US counsel and one Canadian counsel and, in the case of enforcement, the reasonable fees and disbursements of counsel for the Administrative Agents and any of the Lenders); and promptly reimburse the Administrative Agents for all amounts expended, advanced or incurred by the Administrative Agents or the Lenders to satisfy any obligation of the Borrowers under this Agreement or any Security Instrument, including without limitation, all costs and expenses of foreclosure;

     (ii) to indemnify each Administrative Agent and each Lender and each Lender Affiliate and each of their officers, directors, employees, representatives, Administrative Agents, 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 Borrowers 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 each Borrower and its Subsidiaries, (d) the failure of each 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 a 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, (vii) 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), (g) any assertion that the Lenders were not entitled to receive the proceeds received pursuant to the Security Instruments or (h) 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 an Administrative Agent or a Lender’s shareholders against an 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, administrative orders or proceedings, damages and liabilities to which any such Person may become subject (a) under any Environmental Law applicable to a 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 a Borrower or any Subsidiary with any Environmental Law applicable to a Borrower or any Subsidiary, (c) due to past ownership by a 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, (iv) the presence, use, release, storage, treatment or disposal of hazardous substances on or at any of the Properties owned or operated by a Borrower or any Subsidiary, or (d) any other environmental, health or safety condition in connection with the Loan Documents; provided, however, no indemnity shall be afforded under this Section 13.03(a) (iii) in respect of any Property for any occurrence arising from the acts or omissions of any Indemnified Party after the date which the applicable Borrower or Subsidiary is

divested of ownership of such Property (whether by foreclosure or deed in lieu of foreclosure, as mortgagee-in-possession or otherwise).

          (b) No Indemnified Party may settle any claim to be indemnified without the consent of the indemnitor, such consent not to be unreasonably withheld; provided, that the indemnitor may not reasonably withhold consent to any settlement that an Indemnified Party proposes, if the indemnitor does not have the financial ability to pay all its obligations outstanding and asserted against the indemnitor at that time, including the maximum potential claims against the Indemnified Party to be indemnified pursuant to this Section 13.03.

          (c) In the case of any indemnification hereunder, an Applicable Administrative Agent or Lender, as appropriate shall give notice to the Borrowers of any such claim or demand being made against the Indemnified Party and the Borrowers shall have the non-exclusive right to join in the defense against any such claim or demand provided that if the Borrowers provides a defense, the Indemnified Party shall bear its own cost of defense unless there is a conflict between the Borrowers and such Indemnified Party.

          (d) 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 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.

          (e) Each Borrower’s obligations under this Section 13.03 shall be its joint and several obligations and shall survive any termination of this Agreement and the payment of the Notes and shall continue thereafter in full force and effect.

          (f) Each Borrower shall pay any amounts due under this Section 13.03 within thirty (30) days of the receipt by such Borrower of notice of the amount due.

     Section 13.04 Amendments, Etc. Any provision of this Agreement or any Security Instrument may be amended, modified or waived with the Borrowers’ and the Majority Lenders’ prior written consent; provided that (a) no amendment, modification or waiver which increases the Aggregate Commitments, forgives or reduces the Principal Amount of any Indebtedness outstanding under this Agreement, releases all or substantially all of the Collateral (excluding sales of Compression Assets permitted under the ABS Facility to the UCLP Group and hereunder) or the Subsidiary Guarantors, affects Sections 4.02, 4.05, 11.02(d), 13.04 or 13.06(a) or permits an Interest Period with a duration in excess of six months or modifies the definition of “Majority Lenders” shall be effective without consent of all Lenders; (b) no amendment, modification or waiver which extends any scheduled payment date or the final maturity of the Term Loans or reduces the interest rate applicable to the Term Loans or the fees payable to the Term Loan Lenders or extends the time for payment of such interest or fees shall be effective

without the consent of all the Term Loan Lenders (in lieu of the consent of the Majority Lenders); (c) no amendment, modification or waiver which extends any scheduled payment date or the final maturity of the Revolving Loans, reduces the interest rate applicable to the Revolving Loans or the fees payable to the US Tranche Revolving Lenders or the Canadian Tranche Revolving Lenders or extends the time for payment of such interest or fees shall be effective without the consent of all the US Tranche Revolving Lenders or the Canadian Tranche Revolving Lenders, as applicable (in lieu of the consent of the Majority Lenders); (d) no amendment, modification or waiver which increases the US Tranche Commitment, Canadian Allocated Commitment or Term Commitment of any Lender shall be effective without the consent of such Lender; and (e) no amendment, modification or waiver which modifies the rights, duties or obligations of an Applicable Administrative Agent shall be effective without the consent of such Applicable Administrative Agent.

     Section 13.05 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

     Section 13.06 Assignments and Participations.

          (a) No Borrower nor Guarantor may assign its rights or obligations hereunder or under the Notes, Bankers’ Acceptances, the BA Equivalent Notes or any Letters of Credit without the prior consent of all of the Lenders and the Administrative Agents.

          (b) Any Lender may assign to one or more assignees, all or a portion of its rights and obligations under this Agreement pursuant to an Assignment Agreement substantially in the form of Exhibit E (an “Assignment”) upon the written consent (which consent shall not be unreasonably withheld) of (A) with respect to the Revolving Credit Facility only, the US Administrative Agent, provided that no such consent shall be required for an assignment to an assignee that is an Affiliate (as defined in clause (a) of the definition of “Affiliate”) of such Revolving Lender or a Revolving Lender immediately prior to giving effect to such assignment, (B) with respect to the Term Loan Credit Facility only, the US Administrative Agent, provided that no such consent shall be required for an assignment to an assignee that is an Affiliate (as defined in clause (a) of the definition of “Affiliate”) of such Revolving Lender or a Revolving Lender immediately prior to giving effect to such assignment, (C) the Issuing Banks (with respect to the Revolving Credit Facility only), (D) with respect to the Revolving Credit Facility only, the US Borrowers, provided that no such consent shall be required for an assignment to an assignee that is an Affiliate (as defined in clause (a) of the definition of “Affiliate”) of such Term Loan Lender, a Related Fund or a Term Loan Lender immediately prior to giving effect to such assignment, or if an Event of Default has occurred and is continuing, any other assignee and (E) with respect to the Term Loan Credit Facility only, the US Borrowers, provided that no such consent shall be required for an assignment to an assignee that is an Affiliate (as defined in clause (a) of the definition of “Affiliate”) of such Term Loan Lender, a Related Fund or a Term Loan Lender immediately prior to giving effect to such assignment; provided, however, that (i) any such assignment shall be in the amount of at least $5,000,000 of a Tranche with respect to the Revolving Credit Facility and at least $1,000,000 with respect to the Term Loan Facility or such lesser amount to which such Borrower has consented, with Related Funds treated as one assignee for purposes of determining compliance with such minimum assignment amount; (ii) the assignee or assignor shall pay to the Applicable Administrative Agent a processing and recordation fee of $3,500 for each assignment; provided

participation must include an agreement by the participant to be bound by the provisions of Section 13.15.

          (d) The Lenders may furnish any information concerning a Borrower in the possession of the Lenders from time to time to assignees and participants (including prospective assignees and participants); provided that, such Persons agree to be bound by the provisions of Section 13.15.

          (e) Notwithstanding anything in this Section 13.06 to the contrary, any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including, without limitation, any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

          (f) Notwithstanding any other provisions of this Section 13.06, no transfer or assignment of the interests or obligations of any Lender or any grant of participations therein shall be permitted if such transfer, assignment or grant would require any Borrower to file a registration statement with the SEC or to qualify the Loans under the “Blue Sky” laws of any state.

     Section 13.07 Invalidity. In the event that any one or more of the provisions contained in any of the Loan Documents or the Letters of Credit, shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of the Notes, this Agreement or any Security Instrument.

     Section 13.08 Counterparts. This Agreement 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 Agreement by signing any such counterpart.

     Section 13.09 Reserved.

     Section 13.10 Survival. The obligations of the parties under Section 4.06, ARTICLE V, and Sections 12.05 and 13.03 shall survive the repayment of the Loans and the termination of the US Tranche Commitments, Canadian Allocated Commitments and Term Commitments. To the extent that any payments on the Indebtedness under the Loan Documents or proceeds of any Collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law, common law or equitable cause, then to such extent, the Indebtedness under the Loan Documents so satisfied shall be revived and continue as if such payment or proceeds had not been received and each Applicable Administrative Agent’s and Lenders’ Liens, security interests, rights, powers and remedies under this Agreement and each Security Instrument shall continue in full force and effect. In such event, each Security Instrument shall be automatically reinstated and the Applicable Borrower shall take such action as may be reasonably requested by the Applicable Administrative Agent and the Lenders to effect such reinstatement.

     Section 13.11 Reserved.

     Section 13.12 No Oral Agreements. The 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. The 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.

     Section 13.13 Governing Law; Submission to Jurisdiction.

          (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 US Lender to charge interest at the rate allowed by the laws of the state where such Lender is located or applicable Canadian Law permits any Canadian Tranche Revolving Lender to charge interest at the rate allowed by the laws of the jurisdiction 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 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 Borrower and Guarantor hereby irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum 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 Agents or any Lender from obtaining jurisdiction over each Borrower and Guarantor in any court otherwise having jurisdiction.

          (c) Each Borrower and Guarantor 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 such Borrower and Guarantor 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 Agents 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 the Borrowers or Guarantors in any other jurisdiction.

          (e) Each Borrower, each Guarantor and each Lender hereby (i) irrevocably and unconditionally waive, to the fullest extent permitted by

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law, trial by jury in any legal action or proceeding relating to this Agreement or any Security Instrument 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 Agents 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 Agreement, the Security Instruments and the transactions contemplated hereby and thereby by, among other things, the mutual waivers and certifications contained in this Section 13.13.

     Section 13.14 Interest. It is the intention of the parties hereto that each Lender shall conform strictly to usury laws applicable to it. Accordingly, if the transactions contemplated hereby would be usurious as to any Lender under laws applicable to it (including the laws of the United States of America and the State of Texas or any other jurisdiction whose laws may be mandatorily applicable to such Lender notwithstanding the other provisions of this Agreement), then, in that event, notwithstanding anything to the contrary in any of the Loan Documents or any agreement entered into in connection with or as security for the Notes, the Bankers’ Acceptances and the BA Equivalent Notes, it is agreed as follows: (a) the aggregate of all consideration which constitutes interest under law applicable to any Lender that is contracted for, taken, reserved, charged or received by such Lender under any of the Loan Documents or agreements or otherwise in connection with the Notes shall under no circumstances exceed the maximum amount allowed by such applicable law, and any excess shall be canceled automatically and if theretofore paid shall be credited by such Lender on the Principal Amount of the Indebtedness under the Loan Documents (or, to the extent that the Principal Amount of the Indebtedness under the Loan Documents shall have been or would thereby be paid in full, refunded by such Lender to the Applicable Borrower); and (b) in the event that the maturity of the Notes is accelerated by reason of an election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to any Lender may never include more than the maximum amount allowed by such applicable law, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically by such Lender as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by such Lender on the Principal Amount of the Indebtedness under the Loan Documents (or, to the extent that the Principal Amount of the Indebtedness under the Loan Documents shall have been or would thereby be paid in full, refunded by such Lender to the Applicable Borrower). All sums paid or agreed to be paid to any Lender for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by law applicable to such Lender, be amortized, prorated, allocated and spread throughout the full term of the Loans evidenced by the Notes until payment in full so that the rate or amount of interest on account of any Loans hereunder does not exceed the maximum amount allowed by such applicable law. If at any time and from time to time (i) the amount of interest payable to any Lender on any date shall be computed at the Highest Lawful Rate applicable to such Lender pursuant to this Section 13.14 and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to such Lender would be less than the amount of interest payable to such Lender

computed at the Highest Lawful Rate applicable to such Lender, then the amount of interest payable to such Lender in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate applicable to such Lender until the total amount of interest payable to such Lender shall equal the total amount of interest which would have been payable to such Lender if the total amount of interest had been computed without giving effect to this Section 13.14. To the extent that Chapter 303 of the Texas Finance Code is relevant for the purpose of determining the Highest Lawful Rate, such Lender elects to determine the applicable rate ceiling under such Chapter by the indicated weekly rate ceiling from time to time in effect.

     Section 13.15 Confidentiality. For the purposes of this Section 13.15, “Confidential Information” means information about any Borrower furnished by any Borrower or its Affiliates (collectively, the “Disclosing Parties”) to the Administrative Agents or any of the Lenders, including, but not limited to, any actual or pending agreement, business plans, budgets, projections, ecological data and accounting records, financial statements, or other financial data of any kind, any title documents, reports or other information relating to matters of title, any projects or plans, whether actual or prospective, and any other documents or items embodying any such Confidential Information; provided that such term does not include information that (a) was publicly known or otherwise known prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by the Administrative Agents or the Lenders or any Person acting on behalf thereof, (c) otherwise becomes known to the Administrative Agents or Lenders other than through disclosure by the Disclosing Parties or a party known to be subject to a confidentiality agreement or (d) constitutes financial statements delivered to the Administrative Agents and the Lenders under Section 9.01(a) that are otherwise publicly available. The Administrative Agents and the Lenders will maintain the confidentiality of such Confidential Information delivered to (i) such Person, provided that each such Person (a “Restricted Person”) may deliver or disclose Confidential Information to such Restricted Person’s directors, officers, employees, agents, attorneys investment advisors, trustees and Affiliates, who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 13.15, (ii) such Restricted Person’s financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 13.15, (iii) any other Lender, (iv) any pledgee referred to in Section 13.06(e) or any assignee to which such Restricted Person sells or offers to sell its Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 13.15), (v) any Person from which such Restricted Person offers to purchase any security of the Borrowers (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 13.15), (vi) any Governmental Authority having jurisdiction or any self-regulatory body claiming to have authority over such Restricted Person, (vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about such Restricted Person’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (A) to effect compliance with any Governmental Requirement applicable to such Restricted Person, (B) in response to any subpoena or other legal process, (C) in connection with any litigation to which such Restricted Person is a party or (D) if an Event of Default has occurred and is continuing, to the extent such Restricted Person may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of its rights and remedies under the Notes

and this Agreement. Each Lender, by its acceptance of a Note or a participation agreement, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 13.15 as though it were a party to this Agreement. On reasonable request by any Borrower in connection with the delivery to any Lender of information required to be delivered to such Lender under this Agreement or requested by such Lender (other than a Lender that is a party to this Agreement or its nominee), such Lender will enter into an agreement with any Borrower embodying the provisions of this Section 13.15. Each Borrower waives (on its own behalf and on behalf of its Subsidiaries) any and all other rights it (or its Subsidiaries) may have to confidentiality as against the Administrative Agents and the Lenders arising by or under any contract, agreement, statute or law except as expressly stated in this Section 13.15.

     Section 13.16 Effectiveness. This Agreement shall be effective on the Closing Date.

     Section 13.17 Exculpation Provisions. Each of the parties hereto specifically agrees that it has a duty to read this Agreement and the Security Instruments and agrees that it is charged with notice and knowledge of the terms of this Agreement and the Security Instruments; 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 Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments 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 Security Instruments on the basis that the party had no notice or knowledge of such provision or that the provision is not “conspicuous.”

     Section 13.18 Hedging Agreements. Notwithstanding anything to the contrary contained herein, the terms and provisions of this Agreement shall not apply to any Hedging Agreements, except to the extent necessary for all Hedging Agreements with Lenders and/or their Lender Affiliate to be secured by the Security Instruments on a pari passu basis with other Indebtedness and for the proceeds from the Security Instruments to be applied as set forth in Section 11.02(d) hereof.

     Section 13.19 USA Patriot Act Notice. Each US Lender hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “USA Patriot Act”), it is required to obtain, verify and record information that identifies each US Borrower and their Subsidiaries, which information includes the name and address of each US Borrower and such Subsidiaries and other information that will allow such US Lender to identify each US Borrower and such Subsidiaries in accordance with the USA Patriot Act.

     Section 13.20 Restatement. This Agreement amends, restates and supercedes the Existing Credit Agreement. It is the intention of the parties that all Liens and security interests securing the Existing Credit Agreement continue to exist, remain valid and shall not be impaired

or released hereby and shall remain in full force and effect as provided in the Security Instruments.

ARTICLE XIV
GUARANTY

     Section 14.01 The Guaranty.

          (a) The Guarantors irrevocably and unconditionally, jointly and severally, guarantee to each Canadian Tranche Revolving Lender and the Administrative Agents and their respective successors and permitted assigns the full and punctual payment of principal and interest on each Canadian Tranche Loan when due, whether at maturity, by acceleration, by redemption or otherwise (the “Guaranteed Obligations”).

          (b) The Guarantors further agree that this Guaranty constitutes an absolute, irrevocable, complete and continuing guarantee of payment, performance and compliance and not merely of collection.

          (c) The obligations of the Guarantors to make any payment hereunder may be satisfied by causing the Canadian Borrowers to make such payment.

          (d) The Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees incurred by any Applicable Administrative Agent or any Canadian Tranche Revolving Lender in enforcing any of their respective rights under this Guaranty, laws or otherwise) of each Applicable Administrative Agent or any Canadian Tranche Revolving Lender against the Canadian Borrowers or any other Person or against such Applicable Administrative Agent or any Canadian Tranche Revolving Lender for their payments in respect of any amounts to any Canadian Tranche Revolving Lender pursuant to the provisions of this Guaranty.

          (e) The Guarantors waive presentment to, demand of payment from and protest to the Canadian Borrowers of any of the Guaranteed Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not be affected by the failure of either of the Administrative Agents or any Canadian Tranche Revolving Lender to assert any claim or demand or to enforce or exercise any right or remedy against the Canadian Borrowers or any other Person under the provisions of this Agreement, any other Loan Document or otherwise.

          (f) To the fullest extent permitted by applicable law, the obligations of the Guarantors hereunder are absolute and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the payment in full in cash of all the Guaranteed Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense (other than a defense of payment or performance), set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or any Note, other Loan Document or otherwise.

     (g) The Guarantors waive any defense based on or arising out of any defense of the Canadian Borrowers or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Canadian Borrowers, other than the final payment in full in cash of all the Guaranteed Obligations.

     (h) To the fullest extent permitted by applicable law, this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Guaranteed Obligations is rescinded or must otherwise be returned by any of the Canadian Tranche Revolving Lenders upon the insolvency, bankruptcy or reorganization or the Canadian Borrowers or otherwise, all as though such payment had not been made.

     Section 14.02 Subrogation. The Guarantors shall be subrogated to any of the rights (whether contractual, under applicable laws or otherwise) of either of the Administrative Agents or any Canadian Tranche Revolving Lender against the Canadian Borrowers or any other Person for the payments in respect of any amounts to any Canadian Tranche Revolving Lender pursuant to the provisions of this Guaranty; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until all other Guaranteed Obligations shall have been paid in full and the Canadian Allocated Total Commitments terminated.

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

US BORROWER AND GUARANTOR:		UNIVERSAL COMPRESSION, INC.
		By:
		Name:		J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title:		Senior Vice President and
Address for Notices:				Chief Financial Officer
		▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
		▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
		Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
		Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
		Attention: President
		Copy to: General Counsel
		Copy to:
		▇▇▇▇▇ ▇. ▇▇▇▇▇
		Gardere ▇▇▇▇▇ ▇▇▇▇▇▇ LLP
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		Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇

US BORROWER AND GUARANTOR:		UNIVERSAL COMPRESSION HOLDINGS, INC.
		By:
		Name:		J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title:		Senior Vice President and
Address for Notices:				Chief Financial Officer
		▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
		▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
		Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
		Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
		Attention: President
		Copy to: General Counsel
		Copy to:
		▇▇▇▇▇ ▇. ▇▇▇▇▇
		Gardere ▇▇▇▇▇ ▇▇▇▇▇▇ LLP
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		Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇

CANADIAN BORROWER:		UC CANADIAN PARTNERSHIP HOLDINGS COMPANY
		By:
		Name:		J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title:		Senior Vice President and
				Chief Financial Officer
		Address for Notices:
		▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
		▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
		Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
		Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
		Attention: Chief Financial Officer
		Copy to: General Counsel
		Copy to:
		▇▇▇▇▇ ▇. ▇▇▇▇▇
		Gardere ▇▇▇▇▇ ▇▇▇▇▇▇ LLP
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		Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
		Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇

CANADIAN BORROWER:		UNIVERSAL COMPRESSION CANADA, LIMITED PARTNERSHIP
		By:		UC CANADIAN PARTNERSHIP
				HOLDINGS COMPANY,
				its general partner

				By:
				Name:		J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
				Title:		Senior Vice President and
						Chief Financial Officer

		Address for Notices:
		▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
		▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
		Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
		Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
		Attention: Chief Financial Officer
		Copy to: General Counsel
		Copy to:
		▇▇▇▇▇ ▇. ▇▇▇▇▇
		Gardere ▇▇▇▇▇ ▇▇▇▇▇▇ LLP
		▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
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		Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
		Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇

US ADMINISTRATIVE AGENT		WACHOVIA BANK, NATIONAL
AND LENDER:		ASSOCIATION, Individually and as US Administrative Agent
		By:
		Name:		▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		Title:		Vice President
		Lending Office for US Dollar Base Rate Loans and LIBOR Loans:
		▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇▇ ▇▇▇▇▇ ▇▇ 0680
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		Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
		Address for Notices:
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		▇▇▇▇ ▇▇▇▇▇ ▇▇ 0680
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		Attention: Syndication Agency Services
		Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
		With copy to:
		Wachovia Capital Markets, LLC
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		▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
		Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		Telecopier No.: ▇▇▇-▇▇▇-▇▇▇▇

CANADIAN ADMINISTRATIVE AGENT AND LENDER:		WACHOVIA CAPITAL FINANCE CORPORATION (CANADA),
		Individually and as Canadian Administrative Agent
		By:
		Name:		▇▇▇▇ ▇▇▇▇▇▇
		Title:		Vice President
		Lending Office for Canadian Tranche Loans:
		▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇., ▇▇▇▇▇ ▇▇▇▇
		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
		▇▇▇ ▇▇▇
		Address for Notices:
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		▇▇▇ ▇▇▇
		Attention: ▇▇▇▇▇▇ ▇▇▇▇▇
		Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇

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

LENDER:		DEUTSCHE BANK AG, CANADA BRANCH
		By:
		Name:
		Title:
		By:
		Name:
		Title:
		Lending Office for Canadian Tranche Loans:
		Address for Notices:
		Attention:
		Telecopier No.:
		With copy to:
		Attention:
		Telecopier No.:

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

CO-DOCUMENTATION AGENT AND LENDER:		▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION,
		as Co-Documentation Agent and Lender
		By:
		Name:
		Title:
		Lending Office for US Dollar Base Rate Loans and LIBOR Loans:
		Address for Notices:
		Attention:
		Telecopier No.:
		With copy to:
		Attention:
		Telecopier No.:

EXHIBIT A-1
FORM OF US REVOLVING NOTE

$		, 2006

     FOR VALUE RECEIVED, UNIVERSAL COMPRESSION, INC., a Texas corporation and UNIVERSAL COMPRESSION HOLDINGS, INC., a Delaware corporation (collectively, the “US Borrowers”), jointly and severally hereby promise to                                                              (the “Lender”) or registered assigns, at the principal office of WACHOVIA BANK, NATIONAL ASSOCIATION, as the US Administrative Agent (the “US Administrative Agent”), at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, the principal sum of                                                              US Dollars ($                                         ) (or such lesser amount as shall equal the aggregate unpaid principal amount of the US Tranche Loans made by the Lender to the US Borrowers under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such US Tranche Loan, at such office, in like money and funds, for the period commencing on the date of such US Tranche Loan until such US Tranche Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement.

     The date, amount, Type, interest rate, Interest Period and maturity of each US Tranche Loan made by the Lender to the US Borrowers, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, endorsed by the Lender on the schedules attached hereto or any continuation thereof.

     This Note is one of the Notes referred to in the Senior Secured Credit Agreement dated as of October 20, 2006, among the US Borrowers, UC Canadian Partnership Holdings Company, a Nova Scotia unlimited liability company and Universal Compression Canada, Limited Partnership, a Nova Scotia limited partnership, collectively, as the Canadian Borrowers, the US Administrative Agent, Wachovia Capital Finance Corporation (Canada), as the Canadian Administrative Agent and the other Agents and Lenders which are or become parties thereto (including the Lender) (as the same may be amended or supplemented from time to time, the “Credit Agreement”), and evidences US Tranche Loans made by the Lender thereunder. Capitalized terms used in this Note and not defined herein have the respective meanings assigned to them in the Credit Agreement.

     This Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the Security Instruments. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of US Tranche Loans upon the terms and conditions specified therein and other provisions relevant to this Note.

Exhibit A-1 – 1

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

		UNIVERSAL COMPRESSION, INC.
		By:
		Name:
		Title:
		UNIVERSAL COMPRESSION HOLDINGS, INC.
		By:
		Name:
		Title:

Exhibit A-1 – 2

EXHIBIT A-2
FORM OF CANADIAN REVOLVING NOTE

$		, 2006

     FOR VALUE RECEIVED, UC CANADIAN PARTNERSHIP HOLDINGS COMPANY, a Nova Scotia unlimited liability company and UNIVERSAL COMPRESSION CANADA, LIMITED PARTNERSHIP, a Nova Scotia limited partnership (collectively, the “Canadian Borrowers”), hereby promises to pay to                                                              (the “Lender”) or registered assigns, at the principal office of WACHOVIA CAPITAL FINANCE CORPORATION (CANADA), as the Canadian Administrative Agent (the “Canadian Administrative Agent”), at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, the principal sum of                                                                                    US Dollars($                                        ) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Canadian Tranche Loans made by the Lender to the Canadian Borrowers under the Credit Agreement, as hereinafter defined), in lawful money of Canada or the United States, as the case may be, and in immediately available funds, on the dates and in the principal amounts and currency provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Canadian Tranche Loan, at such office, in like money and funds, for the period commencing on the date of such Canadian Tranche Loan until such Canadian Tranche Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement.

     The date, amount, Type, interest rate, Interest Period, currency and maturity of each Canadian Tranche Loan made by the Lender to the Canadian Borrowers, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, endorsed by the Lender on the schedules attached hereto or any continuation thereof.

     This Note is one of the Notes referred to in the Senior Secured Credit Agreement dated as of October 20, 2006, among Universal Compression, Inc., a Texas corporation and Universal Compression Holdings, Inc., a Delaware corporation, collectively, as the US Borrowers, the Canadian Borrowers, the US Administrative Agent, the Canadian Administrative Agent and the other Agents and Lenders which are or become parties thereto (including the Lender) (as the same may be amended or supplemented from time to time, the “Credit Agreement”), and evidences Canadian Tranche Loans made by the Lender thereunder. Capitalized terms used in this Note and not defined herein shall have the respective meanings assigned to them in the Credit Agreement.

     This Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the Security Instruments. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of Canadian Tranche Loans upon the terms and conditions specified therein and other provisions relevant to this Note.

Exhibit A-2 – 1

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

		UC CANADIAN PARTNERSHIP HOLDINGS COMPANY
		By:
		Name:
		Title:
		UNIVERSAL COMPRESSION CANADA, LIMITED PARTNERSHIP
		By: UC CANADIAN PARTNERSHIP
				HOLDINGS COMPANY, its General Partner
		By:
		Name:
		Title:

Exhibit A-2 – 2

EXHIBIT A-3
FORM OF TERM NOTE

$		, 2006

     FOR VALUE RECEIVED, UNIVERSAL COMPRESSION, INC., a Texas corporation and UNIVERSAL COMPRESSION HOLDINGS, INC., a Delaware corporation (collectively, the “US Borrowers”), jointly and severally hereby promise to                      (the “Lender”) or registered assigns, at the principal office of WACHOVIA BANK, NATIONAL ASSOCIATION, as the US Administrative Agent (the “US Administrative Agent”), at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, the principal sum of                      US Dollars ($                    ) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Term Loans made by the Lender to the US Borrowers under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of such Term Loan, at such office, in like money and funds, for the period commencing on the date of such Term Loan until such Term Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement.

     The date, amount, Type, interest rate, Interest Period and maturity of each Term Loan made by the Lender to the US Borrowers, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, endorsed by the Lender on the schedules attached hereto or any continuation thereof.

     This Note is one of the Notes referred to in the Senior Secured Credit Agreement dated as of October 20, 2006, among the US Borrowers, UC Canadian Partnership Holdings Company, a Nova Scotia unlimited liability company and Universal Compression Canada, Limited Partnership, a Nova Scotia limited partnership, collectively, as the Canadian Borrowers, the US Administrative Agent, Wachovia Capital Finance Corporation (Canada), as the Canadian Administrative Agent and the other Agents and Lenders which are or become parties thereto (including the Lender) (as the same may be amended or supplemented from time to time, the “Credit Agreement”), and evidences the Term Loan made by the Lender thereunder. Capitalized terms used in this Note and not defined herein shall have the respective meanings assigned to them in the Credit Agreement.

     This Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the Security Instruments. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of the Term Loan upon the terms and conditions specified therein and other provisions relevant to this Note.

Exhibit -3 – 1

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

		UNIVERSAL COMPRESSION, INC.
		By:
		Name:
		Title:
		UNIVERSAL COMPRESSION HOLDINGS, INC.
		By:
		Name:
		Title:

Exhibit A-3 – 2

EXHIBIT A-4

$		, 2006

     FOR VALUE RECEIVED, UC CANADIAN PARTNERSHIP HOLDINGS COMPANY, a Nova Scotia unlimited liability company and UNIVERSAL COMPRESSION CANADA, LIMITED PARTNERSHIP, a Nova Scotia limited partnership (collectively, the “Canadian Borrowers”), hereby promise to pay to                      (the “Lender”) or registered assigns, at the principal office of WACHOVIA CAPITAL FINANCE CORPORATION (CANADA), as the Canadian Administrative Agent (the “Canadian Administrative Agent”), at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, the principal sum of                                          Canadian Dollars (C$                    ), in lawful money of Canada and in immediately available funds, on                     , ___.

     This BA Equivalent Note is one of the BA Equivalent Notes referred to in the Senior Secured Credit Agreement dated as of October 20, 2006, among Universal Compression, Inc., a Texas corporation and Universal Compression Holdings, Inc., a Delaware corporation, collectively, as the US Borrowers, the Canadian Borrowers, the US Administrative Agent, Wachovia Capital Finance Corporation (Canada), as the Canadian Administrative Agent and the other Agents and Lenders which are or become parties thereto (including the Lender) (as the same may be amended or supplemented from time to time, the “Credit Agreement”), and evidences BA Equivalent Loans made by the Lender thereunder. Capitalized terms used in this BA Equivalent Note and not defined herein shall have the respective meanings assigned to them in the Credit Agreement.

     This BA Equivalent Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the Security Instruments. The Credit Agreement provides for the acceleration of the maturity of this BA Equivalent Note upon the occurrence of certain events and for prepayments of BA Equivalent Loans upon the terms and conditions specified therein.

Exhibit A-4 – 2

THIS BA EQUIVALENT NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

		UC CANADIAN PARTNERSHIP HOLDINGS COMPANY
		By:
		Name:
		Title:

		UNIVERSAL COMPRESSION CANADA, LIMITED PARTNERSHIP
		By:		UC CANADIAN PARTNERSHIP HOLDINGS COMPANY, its General Partner
				By:
				Name:
				Title:

EXHIBIT B - 1
FORM OF US BORROWING, CONTINUATION AND CONVERSION REQUEST

                     , 20___

     UNIVERSAL COMPRESSION, INC., a Texas corporation, and UNIVERSAL COMPRESSION HOLDINGS, INC., a Delaware corporation (collectively, the “US Borrowers”), pursuant to the Senior Secured Credit Agreement dated as of October 20, 2006, among the US Borrowers, UC CANADIAN PARTNERSHIP HOLDINGS COMPANY, a Nova Scotia unlimited liability company and UNIVERSAL COMPRESSION CANADA, LIMITED PARTNERSHIP, a Nova Scotia limited partnership, collectively, as the Canadian Borrowers, WACHOVIA BANK, NATIONAL ASSOCIATION, as US Administrative Agent, WACHOVIA CAPITAL FINANCE CORPORATION (CANADA), as Canadian Administrative Agent, and such other Agents and Lenders party thereto (as the same may be amended or supplemented from time to time, the “Credit Agreement”), hereby make the requests indicated below (unless otherwise defined herein, capitalized terms are defined in the Credit Agreement):

1. US Tranche Loans:

(a) Aggregate amount of new US Tranche Loans to be borrowed is $                                          ;

(b) Requested funding date is                      , ___;

(c) $                                           of such US Tranche Borrowings are to be US Dollar Base Rate Loans;

(d) $                                           of such US Tranche Borrowings are to be US Dollar LIBOR Loans; and

(i) Length of Interest Period for US Dollar LIBOR Loans is:                                           .

(e) The location and number of the account is:

                                                                                    .

2. US Dollar LIBOR Loan Continuation/Conversion for US Dollar LIBOR Loans maturing on                                           :

(a) Aggregate amount to be continued as US Dollar LIBOR Loans is $                                          ; and

(i) Length of Interest Period for continued US Dollar LIBOR Loans is                                           .

(b) Aggregate amount to be converted to US Dollar Base Rate Loans is $                                          .

3. Conversion of outstanding US Dollar Base Rate Loans to US Dollar LIBOR Loans:

(a) Convert $                                           of the outstanding US Dollar Base Rate Loans to US Dollar LIBOR Loans on                                            with an Interest Period of                                           .

     The undersigned certifies that he is the                                            of                      , and that as such he is authorized to execute this certificate on behalf of                      . The undersigned further certifies, represents and warrants on behalf of                       that                       is entitled to receive the requested Borrowing, continuation or conversion under the terms and conditions of the Credit Agreement.

		[UNIVERSAL COMPRESSION, INC./ UNIVERSAL COMPRESSION HOLDINGS, INC.]
		By:
		Name:
		Title:

EXHIBIT B - 2
FORM OF CANADIAN BORROWING, CONTINUATION AND CONVERSION REQUEST

                     , 20___

     UC CANADIAN PARTNERSHIP HOLDINGS COMPANY, a Nova Scotia unlimited liability company and UNIVERSAL COMPRESSION CANADA, LIMITED PARTNERSHIP, a Nova Scotia limited partnership (collectively, the “Canadian Borrowers”), pursuant to the Senior Secured Credit Agreement dated as of October 20, 2006, among the Canadian Borrowers, UNIVERSAL COMPRESSION, INC., a Texas corporation and UNIVERSAL COMPRESSION HOLDINGS, INC. a Delaware corporation, collectively as the US Borrowers, WACHOVIA BANK, NATIONAL ASSOCIATION, as US Administrative Agent, WACHOVIA CAPITAL FINANCE CORPORATION (CANADA), as Canadian Administrative Agent, and such other Agents and Lenders party thereto (as the same may be amended or supplemented from time to time, the “Credit Agreement”), hereby makes the requests indicated below (unless otherwise defined herein, capitalized terms are defined in the Credit Agreement):

1. New Canadian Tranche Loans:

(a) Aggregate amount of new Canadian Tranche Loans to be borrowed is $                                          ;

(b) Requested funding date is                                           , ___;

(c) $                                           of such Canadian Tranche Borrowings are to be US Dollar Base Rate Loans;

(d) $                                           of such Canadian Tranche Borrowings are to be US Dollar LIBOR Loans;