Common use of No General Partner’s Liability Clause in Contracts

No General Partner’s Liability. The Lenders agree that no claim arising against either UCLP, the Borrower or any Restricted Subsidiary under any Loan Document shall be asserted against the General Partner (in its individual capacity) and no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement or any of the other Loan Documents shall be obtained or enforced against the General Partner (in its individual capacity) or its assets for the purpose of obtaining satisfaction and payment of the Indebtedness or any claims arising under this Agreement or any other Loan Document, any right to proceed against the General Partner individually or its respective assets being hereby expressly waived by the Lenders. Nothing in this Section 12.17, however, shall be construed so as to prevent the Administrative Agent or any Lender from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon the General Partner for the purpose of (i) obtaining jurisdiction over UCLP, the Borrower or any Restricted Subsidiary or (ii) obtaining judgment, order or execution against the General Partner arising out of any fraud or intentional misrepresentation by the General Partner in connection with the Loan Documents or of recovery of moneys received by the General Partner in violation of the terms of this Agreement. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: UC OPERATING PARTNERSHIP, L.P. By: UCLP OLP GP LLC, its general partner By: Name: Dxxxxx Xxxxxxxxx Title: Senior Vice President and Chief Financial Officer Address for Notices: 4000 Xxxxxxxxxx Xxxx Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: President Copy to: General Counsel Copy to: Cxxxx X. Xxxxx Gardere Wxxxx Xxxxxx LLP 1000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 GUARANTORS: UNIVERSAL COMPRESSION PARTNERS, L.P. By: UCO GENERAL PARTNER, LP, its general partner By: UCO GP, LLC, its general partner By: Name: Dxxxxx Xxxxxxxxx Title: Senior Vice President and Chief Financial Officer Title: Address for Notices: 4000 Xxxxxxxxxx Xxxx Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: President Copy to: General Counsel Copy to: Cxxxx X. Xxxxx Gardere Wxxxx Xxxxxx LLP 1000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 ADMINISTRATIVE AGENT AND LENDER: WACHOVIA BANK, NATIONAL ASSOCIATION, Individually and as Administrative Agent By: Name: Txxx Xxxxxxxxx Title: Vice President Lending Office for ABR Loans and Eurodollar Loans: 300 Xxxxx Xxxxxxx Xxxxxx 00xx Xxxxx XX 0680 Cxxxxxxxx, Xxxxx Xxxxxxxx 00000 Telecopier No.: (000) 000-0000 Address for Notices: 300 Xxxxx Xxxxxxx Xxxxxx 00xx Xxxxx XX 0680 Cxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: Syndication Agency Services Telecopier No.: (000) 000-0000 With copy to: Wachovia Capital Markets, LLC 1000 Xxxxxx, Xxxxx 2255 Houston, Texas 77002 Attention: Dxxxx Xxxxxxxxx Telecopier No.: 700-000-0000 SYNDICATION AGENT AND LENDER: DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually and as Syndication Agent By: Name: Title: By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: CO-DOCUMENTATION AGENT AND LENDER: FORTIS CAPITAL, CORP., as Co-Documentation Agent and Lender By: Name: Title: By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: CO-DOCUMENTATION AGENT AND LENDER: WXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent and Lender By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: EXHIBIT A FORM OF NOTE $ , 2006 FOR VALUE RECEIVED, UC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to (the “Lender”) or registered assigns, at the principal office of WACHOVIA BANK, NATIONAL ASSOCIATION, as the Administrative Agent (the “Administrative Agent”), at 300 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000, the principal sum of US Dollars ($ ) (or such lesser amount as shall equal the aggregate unpaid principal amount of the [Revolving/Term] Loans made by the Lender to the Borrower 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 [Revolving/Term] Loan, at such office, in like money and funds, for the period commencing on the date of such [Revolving/Term] Loan until such [Revolving/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 [Revolving/Term] Loan made by the Lender to the Borrower, 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 Borrower, Universal Compression Partners, L.P., a Delaware limited partnership, the 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 [Revolving/Term] 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 [Revolving/Term] Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. UC OPERATING PARTNERSHIP, L.P. By: UCLP OLP GP LLC, its general partner By: Name: Title: EXHIBIT B FORM OF BORROWING REQUEST , 20___ UC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), pursuant to the Senior Secured Credit Agreement dated as of October 20, 2006, among the Borrower, Universal Compression Partners, L.P., a Delaware limited partnership, the Administrative Agent and the other Agents and Lenders which are or become parties 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):

No General Partner’s Liability. The By their acceptance of this Guaranty, the Administrative Agent and the Lenders agree for themselves and their respective successors, participants and assigns, including any subsequent holder of any Note, that no any claim arising against either UCLP, the Borrower or any Restricted Subsidiary Guarantor which may arise under any Loan Document this Guaranty shall be asserted made only against and shall be limited to the General Partner (in its individual capacity) assets of Guarantor, and that no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement or any of the other Loan Documents Guaranty shall be obtained or enforced against the General Partner any general partner of Guarantor (in its individual capacityindividually, a "GENERAL PARTNER", and collectively, "GENERAL PARTNERS") or its or their assets for the purpose of obtaining satisfaction and payment of this Guaranty, the Indebtedness Guaranteed Debt, any other Obligation or any claims arising under this Agreement or any other Loan Documenthereunder, any right to proceed against the General Partner Partners individually or its their respective representatives or assets being hereby expressly waived waived, renounced and remitted by the LendersAdministrative Agent and the Lenders for themselves and their respective successors, participants and assigns. Nothing in this Section 12.1720, however, shall be construed so as to prevent the Administrative Agent Agent, any Lender or any Lender other holder of any Note from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon the any General Partner for the purpose of (i) obtaining jurisdiction over UCLP, the Borrower or any Restricted Subsidiary or (ii) obtaining judgment, order or execution against the General Partner arising out of any fraud or intentional misrepresentation by the General Partner in connection with the Loan Documents or of recovery of moneys received by the General Partner in violation of the terms of this AgreementGuarantor. The parties hereto have caused this Agreement to be duly executed REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGE TO FOLLOW. EXECUTED as of the day date first stated in this Guaranty. Address: NORTHERN BORDER INTERMEDIATE LIMITED PARTNERSHIP Northern Border Intermediate Partnership GUARANTOR: 1400 Smith Street Houston, TX 77002 Attn: Angus Hardie Davis Xx: ____________________________________ XXX Xervices Corporation Name: ______________________________ Telephone: 713/853-6941 Title: _____________________________ Facsimile: 713/646-4970 with a copy to: Mr. Jerry L. Peters Chief Financial and year first above written. Accounting Officer Northern Xxxxxx Xxxxxxxx, L.P. 1111 South 103rd Street Omaha, NE 68124-1000 Telephone: 402/398-7700 Xxxxxxxx: 000/000-0000 xxx xxxx x xxxx xo: Ms. Janet Plaxx Xxxx President and General Counsel Northern Plains Naturxx Xxs Company 1111 South 103rd Street Omaha, NE 68124-1000 Telephone: 402/000-0000 Xxxxxxxxx: 000/000-0000 EXHIBIT D FORM OF COMPLIANCE CERTIFICATE (Northern Border Partners, L.P.) FOR ________ ENDED __________________, DATE: ________________________, ADMINISTRATIVE AGENT: SUNTRUST BANK BORROWER: UC OPERATING PARTNERSHIP, L.P. By: UCLP OLP GP LLC, its general partner By: Name: Dxxxxx Xxxxxxxxx Title: Senior Vice President and Chief Financial Officer Address for Notices: 4000 Xxxxxxxxxx Xxxx Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: President Copy to: General Counsel Copy to: Cxxxx X. Xxxxx Gardere Wxxxx Xxxxxx LLP 1000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 GUARANTORS: UNIVERSAL COMPRESSION NORTHERN BORDER PARTNERS, L.P. By: UCO GENERAL PARTNER, LP, its general partner By: UCO GP, LLC, its general partner By: Name: Dxxxxx Xxxxxxxxx Title: Senior Vice President and Chief Financial Officer Title: Address for Notices: 4000 Xxxxxxxxxx Xxxx Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: President Copy to: General Counsel Copy to: Cxxxx X. Xxxxx Gardere Wxxxx Xxxxxx LLP 1000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 ADMINISTRATIVE AGENT AND LENDER: WACHOVIA BANK, NATIONAL ASSOCIATION, Individually and as Administrative Agent By: Name: Txxx Xxxxxxxxx Title: Vice President Lending Office for ABR Loans and Eurodollar Loans: 300 Xxxxx Xxxxxxx Xxxxxx 00xx Xxxxx XX 0680 Cxxxxxxxx, Xxxxx Xxxxxxxx 00000 Telecopier No.: (000) 000-0000 Address for Notices: 300 Xxxxx Xxxxxxx Xxxxxx 00xx Xxxxx XX 0680 Cxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: Syndication Agency Services Telecopier No.: (000) 000-0000 With copy to: Wachovia Capital Markets, LLC 1000 Xxxxxx, Xxxxx 2255 Houston, Texas 77002 Attention: Dxxxx Xxxxxxxxx Telecopier No.: 700-000-0000 SYNDICATION AGENT AND LENDER: DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually and as Syndication Agent By: Name: Title: By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: CO-DOCUMENTATION AGENT AND LENDER: FORTIS CAPITAL, CORP., as Co-Documentation Agent and Lender By: Name: Title: By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: CO-DOCUMENTATION AGENT AND LENDER: WXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent and Lender By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: EXHIBIT A FORM OF NOTE $ , 2006 FOR VALUE RECEIVED, UC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to (the “Lender”) or registered assigns, at the principal office of WACHOVIA BANK, NATIONAL ASSOCIATION, as the Administrative Agent (the “Administrative Agent”), at 300 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000, the principal sum of US Dollars ($ ) (or such lesser amount as shall equal the aggregate unpaid principal amount of the [Revolving/Term] Loans made by the Lender to the Borrower This certificate is delivered under the Revolving 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 [Revolving/Term] Loan, at such office, in like money and funds, for the period commencing on the date of such [Revolving/Term] Loan until such [Revolving/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 [Revolving/Term] Loan made by the Lender to the Borrower, 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 20March 21, 2006, among the Borrower, Universal Compression Partners, L.P., a Delaware limited partnership, the Administrative Agent and the other Agents and Lenders which are or become parties thereto (including the Lender) 2001 (as the same may be amended amended, modified, supplemented, or supplemented restated from time to time, the “Credit Agreement”"CREDIT AGREEMENT"), among Borrower, Administrative Agent, and evidences [Revolving/Term] Loans made by the Lender thereunderLenders party thereto. Capitalized terms used in this Note herein and not otherwise defined herein shall have the respective meanings assigned meaning given to them such terms in the Credit Agreement. This Note is issued pursuant I certify 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 [Revolving/Term] Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. UC OPERATING PARTNERSHIP, L.P. By: UCLP OLP GP LLC, its general partner By: Name: Title: EXHIBIT B FORM OF BORROWING REQUEST , 20___ UC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), pursuant to the Senior Secured Credit Agreement dated as of October 20, 2006, among the Borrower, Universal Compression Partners, L.P., a Delaware limited partnership, the Administrative Agent and the other Agents and Lenders which are or become parties 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):that:

No General Partner’s Liability. The Administrative Agent and Lenders agree for themselves and their respective successors, participants and assigns, including any subsequent holder of any Note, that no any claim arising against either UCLP, the Borrower or any Restricted Subsidiary which may arise under any Loan Document shall be asserted made only against and shall be limited to the General Partner (in assets of Borrower, except to the extent Intermediate Partnership may have obligations with respect to such claim pursuant to the terms of its individual capacity) Guaranty, and that no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement Agreement, such Note or any of the other Loan Documents shall be obtained or enforced against the any General Partner (in its individual capacity) or its assets for the purpose of obtaining satisfaction and payment of such Note, the Indebtedness Debt evidenced thereby, any other Obligation or any claims arising thereunder or under this Agreement or any other Loan Document, any right to proceed against the General Partner Partners individually or its their respective Representatives or assets being hereby expressly waived waived, renounced and remitted by the LendersAdministrative Agent and Lenders for themselves and their respective successors, participants and assigns. Nothing in this Section 12.1714.16, however, shall be construed so as to prevent the Administrative Agent Agent, any Lender or any Lender other holder of any Note from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon the any General Partner for the purpose of (i) obtaining jurisdiction over UCLP, the Borrower or any Restricted Subsidiary or (ii) obtaining judgment, order or execution against the General Partner arising out of any fraud or intentional misrepresentation by the General Partner in connection with the Loan Documents or of recovery of moneys received by the General Partner in violation of the terms of this AgreementBorrower. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: UC OPERATING PARTNERSHIPNORTHERN BORDER PARTNERS, L.P. By: UCLP OLP GP LLC, its general partner By: By /s/ Xxxxx X. Xxxxxx ------------------------------------------ Name: Dxxxxx Xxxxxxxxx Xxxxx X .Xxxxxx Title: Senior Vice President and Chief Financial and Accounting Officer Address for Notices: 4000 Xxxxxxxxxx Xxxx XxxxxxxXx. Xxxxx X. Peters Chief Financial and Accounting Officer Northern Border Partners, Xxxxx L.P. 00000 Telecopier No.XXX Xxxxxxx Xxxxx, XX 00000 Telephone: (000) -000-0000 Telephone No.Telecopy: (000) -000-0000 Attention: President Copy with a copy to: Ms. Xxxxx Place Vice President and General Counsel Copy toNorthern Plains Natural Gas Company 00000 XXX Xxxxxxx Xxxxx, XX 00000 Telephone: Cxxxx X. Xxxxx Gardere Wxxxx Xxxxxx LLP 1000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) -000-0000 Telephone No.Telecopy: (000) -000-0000 GUARANTORS: UNIVERSAL COMPRESSION PARTNERS, L.P. By: UCO GENERAL PARTNER, LP, its general partner By: UCO GP, LLC, its general partner By: Name: Dxxxxx Xxxxxxxxx Title: Senior Vice President and Chief Financial Officer Title: Address for Notices: 4000 Xxxxxxxxxx Xxxx Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: President Copy to: General Counsel Copy to: Cxxxx X. Xxxxx Gardere Wxxxx Xxxxxx LLP 1000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 ADMINISTRATIVE AGENT AND LENDER: WACHOVIA [SIGNATURE PAGE TO CREDIT AGREEMENT] SUNTRUST BANK, NATIONAL ASSOCIATION, Individually and as Administrative Agent By: and Lender By /s/ Xxxx Xxxxxxxx Xxxx ------------------------------------------ Name: Txxx Xxxxxxxxx Xxxx Xxxxxxxx Xxxx Title: Vice President Lending Office for ABR Loans and Eurodollar LoansCommitment: 300 Xxxxx Xxxxxxx Xxxxxx 00xx Xxxxx XX 0680 Cxxxxxxxx$40,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] BMO XXXXXXX XXXXX FINANCING, Xxxxx Xxxxxxxx 00000 Telecopier No.: (000) 000-0000 Address for Notices: 300 Xxxxx Xxxxxxx Xxxxxx 00xx Xxxxx XX 0680 Cxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: Syndication Agency Services Telecopier No.: (000) 000-0000 With copy to: Wachovia Capital Markets, LLC 1000 Xxxxxx, Xxxxx 2255 Houston, Texas 77002 Attention: Dxxxx Xxxxxxxxx Telecopier No.: 700-000-0000 SYNDICATION AGENT AND LENDER: DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually and as Syndication Agent By: Name: Title: By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: CO-DOCUMENTATION AGENT AND LENDER: FORTIS CAPITAL, CORPINC., as Co-Documentation Agent and a Lender By: By /s/ Xxxxx Xxxxxxxx ------------------------------------------ Name: Xxxxx Xxxxxxxx Title: ByManaging Director Commitment: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: CO-DOCUMENTATION AGENT AND LENDER: WXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent and Lender By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: EXHIBIT A FORM OF NOTE $ , 2006 FOR VALUE RECEIVED, UC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to (the “Lender”) or registered assigns, at the principal office of $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] WACHOVIA BANK, NATIONAL ASSOCIATION, as the Administrative Agent (the “Administrative Agent”)a Lender By /s/ Xxxxxxx Xxxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxxxxx Title: Director Commitment: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] CITIBANK, at 300 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000, the principal sum of US Dollars ($ ) (or such lesser amount as shall equal the aggregate unpaid principal amount of the [Revolving/Term] Loans made by the Lender to the Borrower under the Credit AgreementN.A., as hereinafter defined)a Lender By /s/ Xxx X. Xxxxx ------------------------------------------ Name: Xxx X. Xxxxx Title: Attorney-In-Fact Commitment: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] BARCLAYS BANK PLC, in lawful money of the United States of America and in immediately available fundsas a Lender By /s/ Xxxxxxxx X. Xxxx ------------------------------------------ Name: Xxxxxxxx X. Xxxx Title: Director Loan Transaction Management Commitment: $28,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] MIZUHO CORPORATE BANK, on the dates and in the principal amounts provided in the Credit AgreementLTD. , and to pay interest on the unpaid principal amount of each such as a Lender By /s/ Jun Shimmachi ------------------------------------------ Name: Jun Shimmachi Title: Vice President Commitment: $25,000,000 [Revolving/TermSIGNATURE PAGE TO CREDIT AGREEMENT] LoanROYAL BANK OF CANADA, at such officeas a Lender By /s/ Xxx X. Xxxxxxxxxx ------------------------------------------ Name: Xxx X. Xxxxxxxxxx Title: Attorney-In-Fact Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] UBS LOAN FINANCE LLC as a Lender By /s/ Xxxxxxx Xxxxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxxxxxx Title: Associate Director By /s/ Xxxxxxx Xxxxx XxXxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxx-XxXxxxxxx Title: Associate Director Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] [SIGNATURE PAGE TO CREDIT AGREEMENT] XXXXX FARGO BANK, in like money and fundsN.A., for the period commencing on the date of such as a Lender By /s/ Art Xxxxxx ------------------------------------------ Name: Art Xxxxxx Title: Relationship Manager Commitment: $25,000,000 [Revolving/TermSIGNATURE PAGE TO CREDIT AGREEMENT] Loan until such [Revolving/Term] Loan shall be paid in fullBANK ONE, at the rates per annum and on the dates provided in the Credit Agreement. The dateN.A., amount, Type, interest rate, Interest Period and maturity of each [Revolving/Term] Loan made by the as a Lender to the Borrower, 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 Borrower, Universal Compression Partners, L.P., a Delaware limited partnership, the 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 [Revolving/Term] 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 [Revolving/Term] Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. UC OPERATING PARTNERSHIP, L.P. By: UCLP OLP GP LLC, its general partner By: By _________________________________________ Name: Title: EXHIBIT B FORM OF BORROWING REQUEST , 20___ UC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), pursuant to the Senior Secured Credit Agreement dated as of October 20, 2006, among the Borrower, Universal Compression Partners, L.P., a Delaware limited partnership, the Administrative Agent and the other Agents and Lenders which are or become parties 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):Commitment: $20,000,000

No General Partner’s Liability. The Lenders agree that no claim arising against either UCLP, the Borrower or any Restricted Subsidiary under any Loan Document shall be asserted against the General Partner (in its individual capacity) and no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement or any of the other Loan Documents shall be obtained or enforced against the General Partner (in its individual capacity) or its assets for the purpose of obtaining satisfaction and payment of the Indebtedness or any claims arising under this Agreement or any other Loan Document, any right to proceed against the General Partner individually or its respective assets being hereby expressly waived by the Lenders. Nothing in this Section 12.17, however, shall be construed so as to prevent the Administrative Agent or any Lender from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon the General Partner for the purpose of (i) obtaining jurisdiction over UCLP, the Borrower or any Restricted Subsidiary or (ii) obtaining judgment, order or execution against the General Partner arising out of any fraud or intentional misrepresentation by the General Partner in connection with the Loan Documents or of recovery of moneys received by the General Partner in violation of the terms of this Agreement. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: UC OPERATING PARTNERSHIP, L.P. By: UCLP OLP GP LLC, its general partner By: /s/ Xxxxxx Xxxxxxxxx Name: Dxxxxx Xxxxxx Xxxxxxxxx Title: Senior Vice President and Chief Financial Officer Address for Notices: 4000 0000 Xxxxxxxxxx Xxxx Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: President Copy to: General Counsel Copy to: Cxxxx Xxxxx X. Xxxxx Gardere Wxxxx Xxxxx Xxxxxx LLP 1000 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 GUARANTORS: UNIVERSAL COMPRESSION PARTNERS, L.P. By: UCO GENERAL PARTNER, LP, its general partner By: UCO GP, LLC, its general partner By: /s/ Xxxxxx Xxxxxxxxx Name: Dxxxxx Xxxxxx Xxxxxxxxx Title: Senior Vice President and Chief Financial Officer Title: Address for Notices: 4000 0000 Xxxxxxxxxx Xxxx Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: President Copy to: General Counsel Copy to: Cxxxx Xxxxx X. Xxxxx Gardere Wxxxx Xxxxx Xxxxxx LLP 1000 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 ADMINISTRATIVE AGENT AND LENDER: WACHOVIA BANK, NATIONAL ASSOCIATION, Individually and as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Txxx Xxxx Xxxxxxxxx Title: Vice President Lending Office for ABR Loans and Eurodollar Loans: 300 000 Xxxxx Xxxxxxx Xxxxxx 00xx Xxxxx XX 0680 CxxxxxxxxXxxxxxxxx, Xxxxx Xxxxxxxx 00000 Telecopier No.: (000) 000-0000 Address for Notices: 300 000 Xxxxx Xxxxxxx Xxxxxx 00xx Xxxxx XX 0680 CxxxxxxxxXxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: Syndication Agency Services Telecopier No.: (000) 000-0000 With copy to: Wachovia Capital Markets, LLC 1000 0000 Xxxxxx, Xxxxx Suite 2255 Houston, Texas 77002 Attention: Dxxxx Xxxxx Xxxxxxxxx Telecopier No.: 700000-000-0000 SYNDICATION AGENT AND LENDER: DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually and as Syndication Agent By: Name: Title: By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: CO-DOCUMENTATION AGENT AND LENDER: FORTIS CAPITAL, CORP., as Co-Documentation Agent and Lender By: Name: Title: By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: CO-DOCUMENTATION AGENT AND LENDER: WXXXX XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent and Lender By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: EXHIBIT A FORM OF NOTE $ , 2006 FOR VALUE RECEIVED, UC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to (the “Lender”) or registered assigns, at the principal office of WACHOVIA BANK, NATIONAL ASSOCIATION, as the Administrative Agent (the “Administrative Agent”), at 300 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000, the principal sum of US Dollars ($ ) (or such lesser amount as shall equal the aggregate unpaid principal amount of the [Revolving/Term] Loans made by the Lender to the Borrower 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 [Revolving/Term] Loan, at such office, in like money and funds, for the period commencing on the date of such [Revolving/Term] Loan until such [Revolving/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 [Revolving/Term] Loan made by the Lender to the Borrower, 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 Borrower, Universal Compression Partners, L.P., a Delaware limited partnership, the 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 [Revolving/Term] 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 [Revolving/Term] Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. UC OPERATING PARTNERSHIP, L.P. By: UCLP OLP GP LLC, its general partner By: Name: Title: EXHIBIT B FORM OF BORROWING REQUEST , 20___ UC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), pursuant to the Senior Secured Credit Agreement dated as of October 20, 2006, among the Borrower, Universal Compression Partners, L.P., a Delaware limited partnership, the Administrative Agent and the other Agents and Lenders which are or become parties 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):

No General Partner’s Liability. The Lenders agree for themselves and their respective successors and assigns, including any subsequent holder of any Note, that no any claim arising against either UCLP, the Borrower or any Restricted Subsidiary which may arise under any Loan Document shall be asserted made only against and shall be limited to the General Partner (in assets of Borrower, except to the extent Intermediate Partnership may have obligations with respect to such claim pursuant to the terms of its individual capacity) Guaranty, and that no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement Agreement, such Note or any of the other Loan Documents shall be obtained or enforced against the any General Partner (in its individual capacity) or its assets for the purpose of obtaining satisfaction and payment of such Note, the Indebtedness Debt evidenced thereby or any claims arising thereunder or under this Agreement or any other Loan Document, any right to proceed against the General Partner Partners individually or its their respective assets being hereby expressly waived waived, renounced and remitted by the LendersLenders for themselves and their respective successor and assigns. Nothing in this Section 12.17SECTION 14.16, however, shall be construed so as to prevent the Administrative Agent Agent, any Lender or any Lender other holder of any Note from NBPLP CREDIT AGREEMENT commencing any action, suit or proceeding with respect to or causing legal papers to be served upon the any General Partner for the purpose of (i) obtaining jurisdiction over UCLP, the Borrower or any Restricted Subsidiary or (ii) obtaining judgment, order or execution against the General Partner arising out of any fraud or intentional misrepresentation by the General Partner in connection with the Loan Documents or of recovery of moneys received by the General Partner in violation of the terms of this AgreementBorrower. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written[REMAINDER OF PAGE INTENTIONALLY BLANK. BORROWER: UC OPERATING PARTNERSHIP, L.P. By: UCLP OLP GP LLC, its general partner By: Name: Dxxxxx Xxxxxxxxx Title: Senior Vice President and Chief Financial Officer Address for Notices: 4000 Xxxxxxxxxx Xxxx Xxxxxxx, Xxxxx 00000 Telecopier NoSIGNATURE PAGES FOLLOW.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: President Copy to: General Counsel Copy to: Cxxxx X. Xxxxx Gardere Wxxxx Xxxxxx LLP 1000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 GUARANTORS: UNIVERSAL COMPRESSION ] NBPLP CREDIT AGREEMENT 49 NORTHERN BORDER PARTNERS, L.P. By: UCO GENERAL PARTNER, LP, its general partner By: UCO GP, LLC, its general partner By: /s/ JERRY L. PETERS ------------------------------------------------- Name: Dxxxxx Xxxxxxxxx Jerry L. Peters -------------------------------------------- Title: Senior Vice President and Chief Financial and Accounting Officer Title: ------------------------------------------- Address for Notices: 4000 Northern Border Partners, L.P. 1400 Smith Street Houston, TX 77002 Xxxx: Angus Hardie Davis NBP Servxxxx Xxxxxxxxxxx Telephone: 713/853-6941 Telecopy: 713/646-4970 with a copy to: Mr. Jerry L. Peters Chief Financial xxx Xxxxxxxxxx Xxxx XxxxxxxXxxxcer Northern Border Partners, Xxxxx 00000 Telecopier No.: (000) 000L.P. 1111 South 103rd Street Omaha, NE 60000-0000 Telephone No.Xxxxxxxxx: (000) 000000/000-0000 AttentionTelecopy: President Copy 402/398-7803 and with a copy to: General Counsel Copy to: Cxxxx X. Xxxxx Gardere Wxxxx Xxxxxx LLP 1000 XxxxxxxxxMs. Janet Place Vice President, Xxxxx 0000 XxxxxxxLegal Northern Plains Natural Gas Company 1111 South 103rd Street Omaha, Xxxxx 00000 Telecopier No.: (000) 000NE 60000-0000 Telephone No.Xxxxxxxxx: (000) 000000/000-0000 ADMINISTRATIVE AGENT AND LENDERTelecopy: WACHOVIA BANK402/398-7780 [THIS IS A SIGNATURE PAGE TO THE CREDIT AGREEMENT] BANK OF AMERICA, NATIONAL ASSOCIATIONN.A., Individually and as Administrative Agent By: Name: Txxx Xxxxxxxxx Title: Vice President Lending Office for ABR Loans and Eurodollar Loans: 300 Xxxxx Xxxxxxx Xxxxxx 00xx Xxxxx XX 0680 Cxxxxxxxx, Xxxxx Xxxxxxxx 00000 Telecopier No.: (000) 000-0000 Address for Notices: 300 Xxxxx Xxxxxxx Xxxxxx 00xx Xxxxx XX 0680 Cxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: Syndication Agency Services Telecopier No.: (000) 000-0000 With copy to: Wachovia Capital Markets, LLC 1000 Xxxxxx, Xxxxx 2255 Houston, Texas 77002 Attention: Dxxxx Xxxxxxxxx Telecopier No.: 700-000-0000 SYNDICATION AGENT AND LENDER: DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually and as Syndication Agent By: Name: Title: By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: CO-DOCUMENTATION AGENT AND LENDER: FORTIS CAPITAL, CORP., as Co-Documentation Agent and a Lender By: Name: Title: By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: CO-DOCUMENTATION AGENT AND LENDER: WXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent and Lender By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: EXHIBIT A FORM OF NOTE $ , 2006 FOR VALUE RECEIVED, UC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to (the “Lender”) or registered assigns, at the principal office of WACHOVIA BANK, NATIONAL ASSOCIATION, as the Administrative Agent (the “Administrative Agent”), at 300 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000, the principal sum of US Dollars ($ ) (or such lesser amount as shall equal the aggregate unpaid principal amount of the [Revolving/Term] Loans made by the Lender to the Borrower 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 [Revolving/Term] Loan, at such office, in like money and funds, for the period commencing on the date of such [Revolving/Term] Loan until such [Revolving/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 [Revolving/Term] Loan made by the Lender to the Borrower, 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 Borrower, Universal Compression Partners, L.P., a Delaware limited partnership, the 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 [Revolving/Term] 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 [Revolving/Term] Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. UC OPERATING PARTNERSHIP, L.P. By: UCLP OLP GP LLC, its general partner By: Name: Title: EXHIBIT B FORM OF BORROWING REQUEST , 20___ UC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), pursuant to the Senior Secured Credit Agreement dated as of October 20, 2006, among the Borrower, Universal Compression Partners, L.P., a Delaware limited partnership, the Administrative Agent and the other Agents and Lenders which are or become parties 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):/s/ DENISE A. SMITH ------------------------------------------------------ Denise A. Smith Managing Director

No General Partner’s Liability. The Lenders agree for themselves and their respective successors and assigns, including any subsequent holder of any Note, that no any claim arising against either UCLP, the Borrower or any Restricted Subsidiary which may arise under any Loan Document shall be asserted made only against and shall be limited to the General Partner (in assets of Borrower, except to the extent Intermediate Partnership may have obligations with respect to such claim pursuant to the terms of its individual capacity) Guaranty, and that no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement Agreement, such Note or any of the other Loan Documents shall be obtained or enforced against the any General Partner (in its individual capacity) or its assets for the purpose of obtaining satisfaction and payment of such Note, the Indebtedness Debt evidenced thereby or any claims arising thereunder or under this Agreement or any other Loan Document, any right to proceed against the General Partner Partners individually or its their respective assets being hereby expressly waived waived, renounced and remitted by the LendersLenders for themselves and their respective successor and assigns. Nothing in this Section 12.17SECTION 14.16, however, shall be construed so as to prevent the Administrative Agent Agent, any Lender or any Lender other holder of any Note from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon the any General Partner for the purpose of (i) obtaining jurisdiction over UCLP, the Borrower or any Restricted Subsidiary or (ii) obtaining judgment, order or execution against the General Partner arising out of any fraud or intentional misrepresentation by the General Partner in connection with the Loan Documents or of recovery of moneys received by the General Partner in violation of the terms of this AgreementBorrower. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written52 NBPLP CREDIT AGREEMENT [REMAINDER OF PAGE INTENTIONALLY BLANK. BORROWER: UC OPERATING PARTNERSHIP, L.P. By: UCLP OLP GP LLC, its general partner By: Name: Dxxxxx Xxxxxxxxx Title: Senior Vice President and Chief Financial Officer Address for Notices: 4000 Xxxxxxxxxx Xxxx Xxxxxxx, Xxxxx 00000 Telecopier NoSIGNATURE PAGES FOLLOW.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: President Copy to: General Counsel Copy to: Cxxxx X. Xxxxx Gardere Wxxxx Xxxxxx LLP 1000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 GUARANTORS: UNIVERSAL COMPRESSION ] 53 NBPLP CREDIT AGREEMENT NORTHERN BORDER PARTNERS, L.P. By: UCO GENERAL PARTNER, LP, its general partner By: UCO GP, LLC, its general partner By: /s/ JERRY L. PETERS --------------------------------- Name: Dxxxxx Xxxxxxxxx Jerry L. Peters -------------------------- Title: Senior Vice President and Chief Financial and Accounting Officer Title: -------------------------- Address for Notices: 4000 Xxxxxxxxxx Xxxx XxxxxxxNorthern Border Partners, Xxxxx L.P. 1400 Smith Street Houxxxx, XX 00000 Telecopier No.Attn: (000) 000Angus Hardie Davis XXX Xxxxxxxx Xorporation Telephone: 713/853-6941 Telecopy: 710/000-0070 with a copy to: Mr. Jerry L. Peters Cxxxx Xxxxxxxxx xxx Accounting Officer Northern Border Partners, L.P. 1111 South 103rd Street Xxxxx, XX 00000-0000 Telephone No.Xxxxxxxxx: (000) 000000/000-0722 Telecopy: 400/000-0003 and with a copy to: Ms. Janet Place Vice Presxxxxx, Legal Northern Plains Natural Gas Company 1111 South 103rd Street Xxxxx, XX 00000-0000 AttentionXxxxxxxxx: President Copy to000/000-0886 Telecopy: General Counsel Copy to: Cxxxx X. Xxxxx Gardere Wxxxx Xxxxxx LLP 1000 Xxxxxxxxx400/000-0080 [THIS IS A SIGNATURE PAGE TO THE CREDIT AGREEMENT] BANK OF AMERICA, Xxxxx 0000 XxxxxxxN.A., Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 ADMINISTRATIVE AGENT AND LENDER: WACHOVIA BANK, NATIONAL ASSOCIATION, Individually and as Administrative Agent and as a Lender By: /s/ DENISE A. SMITH ------------------------------------ Denise A. Smith Manxxxxx Xxxxxxxx [THIS IS A SIGNATURE PAGE TO THE CREDIT AGREEMENT] SUNTRUST BANK By: /s/ STEVEN J. NEWBY ------------------------------------ Name: Txxx Xxxxxxxxx Steven J. Newby ------------------------------ Title: Vice President Lending Office for ABR Loans and Eurodollar Loans: 300 Xxxxx Xxxxxxx Xxxxxx 00xx Xxxxx XX 0680 Cxxxxxxxx------------------------------ [THIS IS A SIGNATURE PAGE TO THE CREDIT AGREEMENT] BANK ONE, Xxxxx Xxxxxxxx 00000 Telecopier No.: (000) 000-0000 Address for Notices: 300 Xxxxx Xxxxxxx Xxxxxx 00xx Xxxxx XX 0680 Cxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: Syndication Agency Services Telecopier No.: (000) 000-0000 With copy to: Wachovia Capital Markets, LLC 1000 Xxxxxx, Xxxxx 2255 Houston, Texas 77002 Attention: Dxxxx Xxxxxxxxx Telecopier No.: 700-000-0000 SYNDICATION AGENT AND LENDER: DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually and as Syndication Agent NA By: /s/ HELEN A. CARR ------------------------------------ Name: Helen A. Carr ------------------------------ Title: By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: CO-DOCUMENTATION AGENT AND LENDER: FORTIS CAPITAL, CORP., as Co-Documentation Agent and Lender By: Name: Title: By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: CO-DOCUMENTATION AGENT AND LENDER: WXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent and Lender By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: EXHIBIT First Vice President ------------------------------ [THIS IS A FORM SIGNATURE PAGE TO THE CREDIT AGREEMENT] BANK OF NOTE $ , 2006 FOR VALUE RECEIVED, UC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to (the “Lender”) or registered assigns, at the principal office of WACHOVIA BANK, NATIONAL ASSOCIATION, as the Administrative Agent (the “Administrative Agent”), at 300 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000, the principal sum of US Dollars ($ ) (or such lesser amount as shall equal the aggregate unpaid principal amount of the [Revolving/Term] Loans made by the Lender to the Borrower 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 [Revolving/Term] Loan, at such office, in like money and funds, for the period commencing on the date of such [Revolving/Term] Loan until such [Revolving/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 [Revolving/Term] Loan made by the Lender to the Borrower, 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 Borrower, Universal Compression Partners, L.P., a Delaware limited partnership, the 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 [Revolving/Term] 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 [Revolving/Term] Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. UC OPERATING PARTNERSHIP, L.P. By: UCLP OLP GP LLC, its general partner By: Name: Title: EXHIBIT B FORM OF BORROWING REQUEST , 20___ UC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), pursuant to the Senior Secured Credit Agreement dated as of October 20, 2006, among the Borrower, Universal Compression Partners, L.P., a Delaware limited partnership, the Administrative Agent and the other Agents and Lenders which are or become parties 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):MONTREAL

No General Partner’s Liability. The Administrative Agent and the Lenders agree for themselves and their respective successors, participants and assigns, including any subsequent holder of any Note, that no any claim arising against either UCLP, the Borrower or any Restricted Subsidiary which may arise under any Loan Document shall be asserted made only against and shall be limited to the General Partner (in assets of Borrower, except to the extent Intermediate Partnership may have obligations with respect to such claim pursuant to the terms of its individual capacity) Guaranty, and that no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement Agreement, such Note or any of the other Loan Documents shall be obtained or enforced against the any General Partner (in its individual capacity) or its assets for the purpose of obtaining satisfaction and payment of such Note, the Indebtedness Debt evidenced thereby, any other Obligation or any claims arising thereunder or under this Agreement or any other Loan Document, any right to proceed against the General Partner Partners individually or its their respective Representatives or assets being hereby expressly waived waived, renounced and remitted by the LendersAdministrative Agent and the Lenders for themselves and their respective successors, participants and assigns. Nothing in this Section 12.1714.16, however, shall be construed so as to prevent the Administrative Agent Agent, any Lender or any Lender other holder of any Note from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon the any General Partner for the purpose of (i) obtaining jurisdiction over UCLP, the Borrower or any Restricted Subsidiary or (ii) obtaining judgment, order or execution against the General Partner arising out of any fraud or intentional misrepresentation by the General Partner in connection with the Loan Documents or of recovery of moneys received by the General Partner in violation of the terms of this AgreementBorrower. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: UC OPERATING PARTNERSHIP, L.P. By: UCLP OLP GP LLC, its general partner By: Name: Dxxxxx Xxxxxxxxx Title: Senior Vice President and Chief Financial Officer Address for Notices: 4000 Xxxxxxxxxx Xxxx Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: President Copy to: General Counsel Copy to: Cxxxx X. Xxxxx Gardere Wxxxx Xxxxxx LLP 1000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 GUARANTORS: UNIVERSAL COMPRESSION NORTHERN BORDER PARTNERS, L.P. By: UCO GENERAL PARTNER, LP, its general partner By: UCO GP, LLC, its general partner By: By ------------------------------------- Name: Dxxxxx Xxxxxxxxx Title: Senior Vice President and Chief Financial Officer Title: Address for Notices: Northern Border Partners, L.P. 1400 Smith Street Houston, TX 00000 Xxxx: Angus Hardie Davis XXX Xxxxxxxx Xxxxxration Telephone: 713/853-6941 Telecopy: 713/646-4000 Xxxxxxxxxx Xxxx Xxxxxxxwith a copy to: Mr. Jerry L. Peters Chief Fixxxxxxx xxx Xxxxxxxing Officer Northern Border Partners, Xxxxx 00000 Telecopier No.: (000) 000L.P. 1111 South 103rd Street Omahx, XX 00000-0000 Telephone No.Xxxxxxxxx: (000) 000000/000-0000 AttentionTelecopy: President Copy 402/398-7000 and with a copy to: General Ms. Janet Place Vice President axx Xxneral Counsel Copy to: Cxxxx X. Xxxxx Gardere Wxxxx Xxxxxx LLP 1000 XxxxxxxxxNorthern Plains Natural Gas Company 1111 South 103rd Street Omahx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000XX 00000-0000 Telephone No.Xxxxxxxxx: (000) 000000/000-0000 ADMINISTRATIVE AGENT AND LENDERTelecopy: WACHOVIA 402/398-7000 SUNTRUST BANK, NATIONAL ASSOCIATION, Individually and as Administrative Agent By: Name: Txxx Xxxxxxxxx Title: Vice President Lending Office for ABR Loans and Eurodollar Loans: 300 Xxxxx Xxxxxxx Xxxxxx 00xx Xxxxx XX 0680 Cxxxxxxxx, Xxxxx Xxxxxxxx 00000 Telecopier No.: (000) 000-0000 Address for Notices: 300 Xxxxx Xxxxxxx Xxxxxx 00xx Xxxxx XX 0680 Cxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: Syndication Agency Services Telecopier No.: (000) 000-0000 With copy to: Wachovia Capital Markets, LLC 1000 Xxxxxx, Xxxxx 2255 Houston, Texas 77002 Attention: Dxxxx Xxxxxxxxx Telecopier No.: 700-000-0000 SYNDICATION AGENT AND LENDER: DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually and as Syndication Agent By: Lender By ------------------------------------- Name: Title: By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: CO-DOCUMENTATION AGENT AND LENDER: FORTIS CAPITAL, CORP., as Co-Documentation Agent and Lender By: Name: Title: By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: CO-DOCUMENTATION AGENT AND LENDER: WXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent and Lender By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: EXHIBIT A FORM OF NOTE $ , 2006 $_____________ ____________ __,_____ FOR VALUE RECEIVED, UC OPERATING PARTNERSHIPthe undersigned, NORTHERN BORDER PARTNERS, L.P., a Delaware limited partnership (the “Borrower”"BORROWER"), hereby promises to pay to the order of ______________________ (the “Lender”) or registered assigns"LENDER"), at the principal office offices of WACHOVIA SUNTRUST BANK, NATIONAL ASSOCIATION, as the Administrative Agent (for Lender and others as hereinafter described, on the “Administrative Agent”), at 300 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000Termination Date for the Facility, the principal sum lesser of US Dollars ($ a) $_______________ and (or such lesser amount as shall equal b) the aggregate unpaid principal amount of the [Revolving/Term] Loans made Principal Debt disbursed by the Lender to Borrower and outstanding and unpaid on the Borrower under Termination Date for the Facility (together with accrued and unpaid interest thereon). This note has been executed and delivered under, and is subject to the terms of, the Revolving 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 [Revolving/Term] Loan, at such office, in like money and funds, for the period commencing on the date of such [Revolving/Term] Loan until such [Revolving/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 [Revolving/Term] Loan made by the Lender to the Borrower, 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 20March 21, 2006, among the Borrower, Universal Compression Partners, L.P., a Delaware limited partnership, the Administrative Agent and the other Agents and Lenders which are or become parties thereto (including the Lender) 2001 (as the same may be amended amended, modified, supplemented, or supplemented restated from time to time, the “Credit Agreement”"CREDIT AGREEMENT"), among Borrower, Administrative Agent, and evidences [Revolving/Term] Loans made by Lender and other lenders and Agents party thereto, and is one of the Lender thereunder"Notes" referred to therein. Capitalized Unless defined herein, capitalized terms used herein that are defined in this Note and not defined herein the Credit Agreement have the respective meanings assigned meaning given to them such terms in the Credit Agreement. This Note Reference is issued pursuant made to the Credit Agreement for provisions affecting this note regarding applicable interest rates, principal and interest payment dates, final maturity, voluntary and mandatory prepayments, acceleration of maturity, exercise of Rights, payment of attorneys' fees, court costs, and other costs of collection, certain waivers by Borrower and others now or hereafter obligated for payment of any sums due hereunder and security for the payment hereof. Without limiting the immediately preceding sentence, reference is entitled made to the benefits provided for in SECTION 3.9 of the Credit Agreement and the Security Instrumentsfor usury savings provisions. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of [Revolving/Term] Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXASNEW YORK, AND THE APPLICABLE FEDERAL LAWS OF THE UNITED STATES OF AMERICA SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION HEREOF. UC OPERATING PARTNERSHIPNORTHERN BORDER PARTNERS, L.P. By: UCLP OLP GP LLC, its general partner By: ------------------------------------ Name: ------------------------------ Title: ------------------------------ EXHIBIT B FORM OF BORROWING REQUEST B-1 XXXX XX XXXXXXXXX XXXXXX (Northern Border Partners, 20L.P.) Dated: ______________ UC OPERATING PARTNERSHIP__, ____ SunTrust Bank as Administrative Agent for the Lenders as defined in the Credit Agreement referred to below 303 Peachtree Street, N.E. 3rd Floor, Mail Code 1929 Atlanta, Georgix Xxxx: _________ Reference is made to the Revolving Credit Agreement, dated as of March 21, 2001 (as amended, modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"), among Northern Border Partners, L.P., a Delaware limited partnership (the “Borrower”"BORROWER"), pursuant to the Senior Secured Credit Agreement dated SunTrust Bank, as of October 20Administrative Agent, 2006, among the Borrower, Universal Compression Partners, L.P., a Delaware limited partnership, the Administrative Agent and the other Agents and Lenders which are or become parties thereto (as the same may be amended or supplemented from time to time, the “Credit Agreement”), hereby make the requests indicated below (unless party thereto. Capitalized terms used herein and not otherwise defined herein, capitalized herein shall have the meanings assigned to such terms are defined in the Credit Agreement):. Borrower hereby gives you notice pursuant to SECTION 2.4 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made:

No General Partner’s Liability. The By their acceptance of this Guaranty, the Administrative Agent and the Lenders agree for themselves and their respective successors and assigns, including any subsequent holder of any Note, that no any claim arising against either UCLP, the Borrower or any Restricted Subsidiary Guarantor which may arise under any Loan Document this Guaranty shall be asserted made only against and shall be limited to the General Partner (in its individual capacity) assets of Guarantor, and that no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement or any of the other Loan Documents Guaranty shall be obtained or enforced against the General Partner any general partner of Guarantor (in its individual capacityindividually, a "GENERAL PARTNER", and collectively, "GENERAL PARTNERS") or its or their assets for the purpose of obtaining satisfaction and payment of this Guaranty, the Indebtedness Guaranteed Debt or any claims arising under this Agreement or any other Loan Documenthereunder, any right to proceed against the General Partner Partners individually or its their respective assets being hereby expressly waived waived, renounced and remitted by the LendersLenders for themselves and their respective successor and assigns. Nothing in this Section 12.17SECTION 19, however, shall be construed so as to prevent the Administrative Agent Agent, any Lender or any Lender other holder of any Note from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon the any General Partner for the purpose of (i) obtaining jurisdiction over UCLP, the Borrower or any Restricted Subsidiary or (ii) obtaining judgment, order or execution against the General Partner arising out of any fraud or intentional misrepresentation by the General Partner in connection with the Loan Documents or of recovery of moneys received by the General Partner in violation of the terms of this AgreementGuarantor. The parties hereto have caused this Agreement to be duly executed REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGE TO FOLLOW. EXECUTED as of the day date first stated in this Guaranty. Address: NORTHERN BORDER INTERMEDIATE LIMITED PARTNERSHIP Northern Border Intermediate Partnership 1400 Smith Street GUARANTOR: Xxxxxxx, XX 77002 Attn: Angus Hardie Davis NBP Services Corporation Xx: Xxxxxxone: 713/853-6941 ------------------------- Xxxxxmile: 713/646-4970 Name: -------------------- Title: ------------------- with a copy to: Mr. Jerry L. Peters Chief Financial and year first above written. Accounting Officer Nortxxxx Xxxxxx Xxxxxxxs, L.P. 1111 South 103rd Street Omaha, NE 68124-1000 Telephone: 402/390-0000 Xxxxxxxx: 000/000-0000 xxx xxxx x xxxy to: Ms. Janet Xxxxx Xice President, Legal Northern Plains Natural Gas Cxxxxxy 1111 South 103rd Street Omaha, NE 68124-1000 Telephone: 402/390-0000 Xxxxxxxxx: 000/000-0000 GUARANTY SIGNATURE PAGE EXHIBIT D FORM OF COMPLIANCE CERTIFICATE (Northern Border Partners, L.P.) FOR ENDED , --------------- -------------------------- ---- DATE: , ----------------------------- ---- ADMINISTRATIVE AGENT: Bank of America, N.A. BORROWER: UC OPERATING PARTNERSHIP, L.P. By: UCLP OLP GP LLC, its general partner By: Name: Dxxxxx Xxxxxxxxx Title: Senior Vice President and Chief Financial Officer Address for Notices: 4000 Xxxxxxxxxx Xxxx Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: President Copy to: General Counsel Copy to: Cxxxx X. Xxxxx Gardere Wxxxx Xxxxxx LLP 1000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 GUARANTORS: UNIVERSAL COMPRESSION NORTHERN BORDER PARTNERS, L.P. By: UCO GENERAL PARTNER, LP, its general partner By: UCO GP, LLC, its general partner By: Name: Dxxxxx Xxxxxxxxx Title: Senior Vice President and Chief Financial Officer Title: Address for Notices: 4000 Xxxxxxxxxx Xxxx Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: President Copy to: General Counsel Copy to: Cxxxx X. Xxxxx Gardere Wxxxx Xxxxxx LLP 1000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 ADMINISTRATIVE AGENT AND LENDER: WACHOVIA BANK, NATIONAL ASSOCIATION, Individually and as Administrative Agent By: Name: Txxx Xxxxxxxxx Title: Vice President Lending Office for ABR Loans and Eurodollar Loans: 300 Xxxxx Xxxxxxx Xxxxxx 00xx Xxxxx XX 0680 Cxxxxxxxx, Xxxxx Xxxxxxxx 00000 Telecopier No.: (000) 000-0000 Address for Notices: 300 Xxxxx Xxxxxxx Xxxxxx 00xx Xxxxx XX 0680 Cxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: Syndication Agency Services Telecopier No.: (000) 000-0000 With copy to: Wachovia Capital Markets, LLC 1000 Xxxxxx, Xxxxx 2255 Houston, Texas 77002 Attention: Dxxxx Xxxxxxxxx Telecopier No.: 700-000-0000 SYNDICATION AGENT AND LENDER: DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually and as Syndication Agent By: Name: Title: By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: CO-DOCUMENTATION AGENT AND LENDER: FORTIS CAPITAL, CORP., as Co-Documentation Agent and Lender By: Name: Title: By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: CO-DOCUMENTATION AGENT AND LENDER: WXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent and Lender By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: EXHIBIT A FORM OF NOTE $ , 2006 FOR VALUE RECEIVED, UC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to (the “Lender”) or registered assigns, at the principal office of WACHOVIA BANK, NATIONAL ASSOCIATION, as the Administrative Agent (the “Administrative Agent”), at 300 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000, the principal sum of US Dollars ($ ) (or such lesser amount as shall equal the aggregate unpaid principal amount of the [Revolving/Term] Loans made by the Lender to the Borrower -------------------------------------------------------------------------------- This certificate is delivered under the Revolving 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 [Revolving/Term] Loan, at such office, in like money and funds, for the period commencing on the date of such [Revolving/Term] Loan until such [Revolving/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 [Revolving/Term] Loan made by the Lender to the Borrower, 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 20June 28, 2006, among the Borrower, Universal Compression Partners, L.P., a Delaware limited partnership, the Administrative Agent and the other Agents and Lenders which are or become parties thereto (including the Lender) 2000 (as the same may be amended amended, modified, supplemented, or supplemented restated from time to time, the “Credit Agreement”"CREDIT AGREEMENT"), among Borrower, Administrative Agent, and evidences [Revolving/Term] Loans made by the Lender thereunderLenders party thereto. Capitalized terms used in this Note herein and not otherwise defined herein shall have the respective meanings assigned meaning given to them such terms 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 [Revolving/Term] Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. UC OPERATING PARTNERSHIP, L.P. By: UCLP OLP GP LLC, its general partner By: Name: Title: EXHIBIT B FORM OF BORROWING REQUEST , 20___ UC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), pursuant to the Senior Secured Credit Agreement dated as of October 20, 2006, among the Borrower, Universal Compression Partners, L.P., a Delaware limited partnership, the Administrative Agent and the other Agents and Lenders which are or become parties 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):.