ACKNOWLEDGMENT AND JOINDER AGREEMENT
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ACKNOWLEDGMENT AND JOINDER AGREEMENT (this "Agreement"), dated
as of February 20, 1998, made by UNIVERSAL COMPRESSION, INC., a Delaware
corporation in favor of BANKERS TRUST COMPANY, as Agent for the Banks party to
the Credit Agreement referred to below (the "Agent"). Unless otherwise defined
herein, all capitalized terms used herein and defined in the Credit Agreement
are used herein as so defined.
W I T N E S S E T H :
WHEREAS, Universal Compression Holdings, Inc., TW Acquisition
Corporation ("Acquisition Corp."), the lenders from time to time party thereto
(the "Banks"), and the Agent have entered into a Credit Agreement, dated as of
February 20, 1998 (as amended, modified or supplemented from time to time, the
"Credit Agreement"), providing for the making of Loans to, and the issuance of
Letters of Credit for the account of, Acquisition Corp. as contemplated therein;
WHEREAS, on the Initial Borrowing Date, Acquisition Corp.
merged with and into Tidewater Compression Services Inc. ("TCSI"), with TCSI
being the surviving corporation of such merger (the "Merger");
WHEREAS, immediately following the Merger, TCSI changed its
name to "Universal Compression Inc." ("Universal"); and
WHEREAS, Universal desires to acknowledge that, upon the
consummation of the Merger, Universal (formerly known as TCSI) has by operation
of law assumed all rights, obligations, duties and liabilities of Acquisition
Corp. under the Credit Agreement and the other Credit Documents to which
Acquisition Corp. is a party and that Universal is a party to, and shall comply
with and be bound by, all of the terms and provisions of the Credit Agreement
and the other Credit Documents as the Borrower thereunder;
NOW, THEREFORE, it is agreed:
1. Universal hereby acknowledges and agrees that it (i) has
assumed all rights, obligations, duties and liabilities of Acquisition Corp.
under the Credit Agreement and the other Credit Documents to which Acquisition
Corp. is a party and (ii) shall be the "Borrower" for all purposes under (and
shall be a party to) the Credit Agreement and the other Credit Documents and all
references in the Credit Agreement and the other Credit Documents to the
"Borrower" shall be deemed to be references to Universal.
2. To induce the Agent to enter into this Agreement, Universal
hereby represents, warrants and agrees on and after the date hereof, Universal
will fully and faithfully perform all obligations (including payment obligations
and compliance with
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all covenants) of the "Borrower" under the Credit Agreement, the Notes delivered
pursuant thereto and the other Credit Documents executed and delivered by the
Borrower.
3. This Agreement shall become effective as of the date first
above written, when each of the parties hereto shall have executed a copy hereof
and shall have delivered the same to the Agent.
4. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument. A complete set of counterparts
shall be lodged with Universal and the Agent.
5. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Agreement to be duly executed and delivered as of the date
first above written.
UNIVERSAL COMPRESSION, INC.
By
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Name:
Title:
BANKERS TRUST COMPANY,
as Agent
By
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Name:
Title:
