CATERPILLAR INC., as Back-up Manager UCO COMPRESSION 2005 LLC, as Issuer, and UNIVERSAL COMPRESSION, INC., as Manager Dated as of October 28, 2005Management Agreement • March 3rd, 2006 • Universal Compression Holdings Inc • Services-equipment rental & leasing, nec • New York
THIS BACK-UP MANAGEMENT AGREEMENT, dated as of October 28, 2005 (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 2005 LLC, a limited liability company formed under the laws of the state of Delaware (the “Issuer”), and UNIVERSAL COMPRESSION, INC., a corporation organized under the laws of the State of Texas (the “Manager” or “UCI”).
EXHIBIT “A” MANAGEMENT AGREEMENT BY AND BETWEEN UNIVERSAL COMPRESSION, INC., AS MANAGER, AND UCO COMPRESSION 2005 LLC, AS THE ISSUER OCTOBER 28, 2005Management Agreement • March 3rd, 2006 • Universal Compression Holdings Inc • Services-equipment rental & leasing, nec • New York
THIS MANAGEMENT AGREEMENT, dated as of October 28, 2005 (as amended, modified or supplemented from time to time in accordance with the terms hereof, this “Agreement”) is entered into by and between UCO COMPRESSION 2005 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 “Issuer”), 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 appointed hereunder, including, upon the occurrence of the Management Replacement Date under and as defined in the Back-up Management Agreement, the Back-up Manager, the “Manager”).
INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of October 28, 2005 among UNIVERSAL COMPRESSION, INC., in its individual capacity and as the initial Manager UCO COMPRESSION 2005 LLC, as Issuer WELLS FARGO BANK NATIONAL ASSOCIATION, as Indenture...Intercreditor and Collateral Agency Agreement • March 3rd, 2006 • Universal Compression Holdings Inc • Services-equipment rental & leasing, nec • Texas
GUARANTYGuaranty • March 3rd, 2006 • Universal Compression Holdings Inc • Services-equipment rental & leasing, nec • New York
THIS GUARANTY, dated as of October 28, 2005 (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, “UCH”), for the benefit of UCO COMPRESSION 2005 LLC, a Delaware limited liability company (together with its successors and permitted assigns, the “Issuer”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as indenture trustee on behalf of the parties set forth in the hereinafter defined Indenture (in such capacity, together with its successors and permitted assigns, the “Indenture Trustee”; each of the Issuer and the Indenture Trustee (for the benefit of the Noteholders, each Series Enhancer and any Interest Rate Hedge Provider), a “Beneficiary” and collectively, the “Beneficiaries”).
INSURANCE AND INDEMNITY AGREEMENT AMBAC ASSURANCE CORPORATIONInsurance and Indemnity Agreement • March 3rd, 2006 • Universal Compression Holdings Inc • Services-equipment rental & leasing, nec • New York
INSURANCE AND INDEMNITY AGREEMENT, dated as of October 28, 2005 (as amended, amended and restated, 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”), UCO COMPRESSION 2005 LLC, a limited liability company 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, “UCI” or the “Contributor” or the “Manager”), 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 “Old Lessee”), and WELLS FARGO BANK,
