BACK-UP MANAGEMENT AGREEMENTBack-Up Management Agreement • February 13th, 2003 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York
THIS BACK-UP MANAGEMENT AGREEMENT, dated as of December 31, 2002 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this Agreement"), is entered into by and among CATERPILLAR INC., a corporation organized under the laws of the state of Delaware (the "Back-up Manager" or "Caterpillar"), UCO COMPRESSION 2002 LLC, a limited liability company formed under the laws of the state of Delaware (an "Owner"), BRL UNIVERSAL COMPRESSION FUNDING I 2002, L.P., a limited partnership formed under the laws of the state of Delaware (an "Owner"; and collectively with UCO Compression 2002 LLC, the "Owners") and UNIVERSAL COMPRESSION, INC., a corporation organized under the laws of the state of Texas (the "Manager" or "Universal").
HEAD LESSEE SECURITY AGREEMENT between UCO COMPRESSION 2002 LLC as Grantor and BRL UNIVERSAL COMPRESSION FUNDING I 2002, L.P. as Secured Party Dated as of December 31, 2002Head Lessee Security Agreement • February 13th, 2003 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York
THIS HEAD LESSEE SECURITY AGREEMENT, dated as of December 31, 2002 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this "Agreement"), is between UCO COMPRESSION 2002 LLC, a limited liability company organized and existing under the laws of the State of Delaware (together with its successors and permitted assigns, the "Grantor"), and BRL UNIVERSAL COMPRESSION FUNDING I 2002, L.P., a limited partnership organized and existing under the laws of the State of Delaware (together with its successors and permitted assigns, the "Secured Party").
SECOND AMENDMENT TO EQUIPMENT LEASE AGREEMENTEquipment Lease Agreement • February 13th, 2003 • Universal Compression Inc • Services-equipment rental & leasing, nec
This SECOND AMENDMENT TO EQUIPMENT LEASE AGREEMENT, dated as of November 20, 2002 (this "Amendment") is between BRL UNIVERSAL EQUIPMENT 2001 A, L.P., a Delaware limited partnership ("Lessor") and UNIVERSAL COMPRESSION, INC., a Texas corporation ("Lessee").
MASTER EQUIPMENT LEASE AGREEMENT between BRL UNIVERSAL COMPRESSION FUNDING I 2002, L.P. as Head Lessor and UCO COMPRESSION 2002 LLC as Head Lessee Dated as of December 31, 2002Master Equipment Lease Agreement • February 13th, 2003 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York
This MASTER EQUIPMENT LEASE AGREEMENT, dated as of December 31, 2002 (as amended, supplemented or otherwise modified from time to time, this "Head Lease"), is between BRL UNIVERSAL COMPRESSION FUNDING I 2002, L.P., a Delaware limited partnership (together with its successors and assigns, "Head Lessor") and UCO COMPRESSION 2002 LLC, a Delaware limited liability company (together with its successors and assigns, "Head Lessee").
INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of December 31, 2002 among UNIVERSAL COMPRESSION, INC., in its individual capacity and as the initial Manager UCO COMPRESSION 2002 LLC and BRL UNIVERSAL COMPRESSION FUNDING I 2002, L.P., as Owners...Intercreditor and Collateral Agency Agreement • February 13th, 2003 • Universal Compression Inc • Services-equipment rental & leasing, nec • Texas
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED PARTICIPATION AGREEMENTParticipation Agreement • February 13th, 2003 • Universal Compression Inc • Services-equipment rental & leasing, nec
This FIRST AMENDMENT TO FIRST AMENDED AND RESTATED PARTICIPATION AGREEMENT, dated as of November 20, 2002 (this "Amendment") is among UNIVERSAL COMPRESSION, INC., a Texas corporation ("Lessee"), BRL UNIVERSAL EQUIPMENT 2001 A, L.P., a Delaware limited partnership ("Lessor") and DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company) and the other financial institutions listed on the signature pages hereof as Tranche B Lenders, (each a "Tranche B Lender" and collectively "Tranche B Lenders").
INSURANCE AND INDEMNITY AGREEMENT Dated as of December 31, 2002 AMBAC ASSURANCE CORPORATION as Insurer BRL UNIVERSAL COMPRESSION FUNDING I 2002, L.P. as Issuer UNIVERSAL COMPRESSION, INC. as Contributor and Manager UCO COMPRESSION 2002 LLC as Head...Insurance and Indemnity Agreement • February 13th, 2003 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York
INSURANCE AND INDEMNITY AGREEMENT, dated as of December 31, 2002 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this "Insurance Agreement"), by and among AMBAC ASSURANCE CORPORATION, a stock insurance company organized and existing under the laws of the State of Wisconsin (together with its successors and permitted assigns, the "Insurer"), BRL UNIVERSAL COMPRESSION FUNDING I 2002, L.P., a limited partnership formed under the laws of the State of Delaware (together with its successors and permitted assigns, the "Issuer"), Universal COMPRESSION, INC., a corporation organized and existing under the laws of the State of Texas (together with its successors and permitted assigns, "Universal" or the "Contributor" or the "Manager"), UCO COMPRESSION 2002 LLC, a limited liability company formed under the laws of the State of Delaware (together with its successors and permitted assigns, the "Head Lessee"), and WELLS FARGO BANK MINNESOTA, NAT
MANAGEMENT AGREEMENT AMONG UNIVERSAL COMPRESSION, INC., AS MANAGER, UCO COMPRESSION 2002 LLC, AS AN OWNER AND BRL UNIVERSAL COMPRESSION FUNDING I 2002, L.P., AS AN OWNER DECEMBER 31, 2002Management Agreement • February 13th, 2003 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York
THIS MANAGEMENT AGREEMENT, dated as of December 31, 2002 (as amended, modified or supplemented from time to time in accordance with the terms hereof, this "Agreement") is entered into among UCO COMPRESSION 2002 LLC, a limited liability company formed under the laws of the State of Delaware whose principal office is at 4444 Brittmoore Road, Houston, Texas (together with its successors and permitted assigns, the "Head Lessee" or an "Owner"), BRL UNIVERSAL COMPRESSION FUNDING I 2002, L.P., a limited partnership organized under the laws of the State of Delaware (together with its successors and assigns, the "Head Lessor" or an "Owner"; collectively with the Head Lessee, the "Owners") and UNIVERSAL COMPRESSION, INC., a corporation organized under the laws of the State of Texas whose principal office is at 4444 Brittmoore Road, Houston, Texas (together with its successors and permitted assigns, "UCI"), as the initial Manager hereunder (in such capacity, together with any Replacement Manager
GUARANTYGuaranty • February 13th, 2003 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York
THIS GUARANTY, dated as of December 31, 2002 (as amended, modified or supplemented from time to time in accordance with its terms, this "Guaranty"), is issued by UNIVERSAL COMPRESSION HOLDINGS, INC., a Delaware corporation (together with its successors and permitted assigns, the "Guarantor"), for the benefit of UCO COMPRESSION 2002 LLC, a Delaware limited liability company (together with its successors and permitted assigns, the "Head Lessee"), BRL UNIVERSAL COMPRESSION FUNDING I 2002, L.P., a Delaware limited partnership (together with its successors and permitted assigns, the "Issuer" or the "Head Lessor"), and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association, as indenture trustee on behalf of the parties set forth in the hereinafter defined Indenture (together with its successors and permitted assigns, the "Indenture Trustee"; each of the Head Lessee, the Head Lessor and the Indenture Trustee (for the benefit of the Noteholders, any Series Enhancer an
