Universal Compression Holdings Inc Sample Contracts

Universal Compression Holdings Inc – AMENDMENT NUMBER TWO TO THE UNIVERSAL COMPRESSION HOLDINGS, INC. EMPLOYEE STOCK PURCHASE PLAN (August 3rd, 2007)

This Amendment Number Two (this “Amendment”) to the Universal Compression Holdings, Inc. Employee Stock Purchase Plan (as amended by Amendment Number One dated as of December 20, 2001, the “Plan”) is hereby duly adopted, approved, ratified and confirmed by the Board of Directors of Universal Compression Holdings, Inc., a Delaware corporation (the “Company”). All capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

Universal Compression Holdings Inc – UNIVERSAL COMPRESSION HOLDINGS, INC. INCENTIVE STOCK OPTION PLAN FORM OF AMENDMENT TO INCENTIVE AND NON-QUALIFIED STOCK OPTION AWARD AGREEMENTS (August 3rd, 2007)

THIS AMENDMENT TO INCENTIVE AND NON-QUALIFIED STOCK OPTION AWARD AGREEMENTS (the “Amendment”) is entered into and effective as of ___, 2007, by and between Universal Compression Holdings, Inc. (“Holdings”) and Ernie L. Danner (“Employee”).

Universal Compression Holdings Inc – Universal Compression Partners, L.P. Long-Term Incentive Plan Form of Amendment to Grant of Options (August 3rd, 2007)

THIS AMENDMENT TO GRANT OF OPTIONS (the “Amendment”) is entered into and effective as of ___, 2007, by and between UCO GP, LLC, on behalf of UCO General Partner, LP (the “Company”), and ___(the “Grantee”).

Universal Compression Holdings Inc – FIRST AMENDMENT TO UNIVERSAL COMPRESSION, INC. 401(k) RETIREMENT AND SAVINGS PLAN (August 3rd, 2007)

WHEREAS, in connection with the closing (the “Closing”) of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of February 5, 2007, as amended, by and among Universal Compression Holdings, Inc. (“UCH”), Hanover Compressor Company (“Hanover”), Exterran Holdings, Inc. (formerly known as Iliad Holdings, Inc.) (“Exterran”), Ulysses Sub, Inc. and Hector Sub, Inc., pursuant to which the UCH and Hanover will become wholly owned subsidiaries of Exterran, the Company desires to amend the Plan, by amendment of the Adoption Agreement for Union Bank of California, N.A. SelectBENEFIT Prototype Non-Standardized 401(k) Profit Sharing Plan and Trust (“Adoption Agreement”), to provide that the employer contributions in the accounts of employees who are participants in the Plan as of the date of the Closing shall be fully vested as of such date (with all subsequent contributions subject to the applicable vesting schedule under the Plan); and

Universal Compression Holdings Inc – Form of Universal Compression Holdings, Inc. Amendment to Grant of Unit Appreciation Rights (August 3rd, 2007)

THIS AMENDMENT TO GRANT OF UNIT APPRECIATION RIGHTS (the “Amendment”) is entered into and effective as of ___, 2007, by and between Universal Compression Holdings, Inc. (the “Company”), and ___(the “Grantee”).

Universal Compression Holdings Inc – AMENDED AND RESTATED CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT among UNIVERSAL COMPRESSION, INC. UCO COMPRESSION 2005 LLC UCI LEASING LLC UCO GP, LLC UCI GP LP LLC UCO GENERAL PARTNER, LP UCI MLP LP LLC UCLP OPERATING LLC UCLP LEASING LLC and UNIVERSAL COMPRESSION PARTNERS, L.P. dated as of JULY 6, 2007 (July 11th, 2007)

This Restated Agreement amends, restates in its entirety and supersedes that certain Contribution, Conveyance and Assumption Agreement (the “Original Agreement”) dated as of May 29, 2007 (the “Original Execution Date”) by and among UCI, UCO 2005, UCI Leasing Holding GP LLC, a Delaware limited liability company, UCI Leasing Holding LP LLC, a Delaware limited liability company, UCI Compressor Holding, L.P., a Delaware limited partnership, GP LLC, LP LLC, GP, MLP LP LLC, UCLP OLP GP LLC, a Delaware limited liability company (“OLP GP”), UC Operating Partnership, L.P., a Delaware limited partnership (“OLP”), UCLP Leasing GP LLC, a Delaware limited liability company, UCLP Leasing, L.P., a Delaware limited partnership, and MLP.

Universal Compression Holdings Inc – FIRST AMENDMENT TO OMNIBUS AGREEMENT (July 11th, 2007)

This First Amendment to Omnibus Agreement (this “Amendment”) is entered into on, and effective as of, July 9, 2007, and is by and among Universal Compression Holdings, Inc., a Delaware corporation (“UCH”), Universal Compression, Inc., a Texas corporation (“UCI”), UCO GP, LLC, a Delaware limited liability company (“UCO LLC”), UCO General Partner, L.P., a Delaware limited partnership (the “General Partner”), Universal Compression Partners, L.P., a Delaware limited partnership (the “Partnership”) and UCLP Operating LLC, a Delaware limited liability company (formerly UC Operating Partnership, L.P., a Delaware limited partnership) (the “Operating Company”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

Universal Compression Holdings Inc – AMENDMENT NUMBER 2 TO MANAGEMENT AGREEMENT (July 6th, 2007)

THIS AMENDMENT NUMBER 2 TO MANAGEMENT AGREEMENT (this “Amendment”), dated as of June 29, 2007 (the “Effective Date”) amends that certain Management Agreement, dated as of October 28, 2005 as amended by that certain Amendment Number 1 to Management Agreement dated as of July 31, 2006 (as amended, modified or supplemented from time to time as permitted thereby, the “Agreement”) by and between UCO Compression 2005 LLC (the “Issuer”) and Universal Compression, Inc., as manager (the “Manager”).

Universal Compression Holdings Inc – AMENDMENT NUMBER 2 TO INDENTURE (July 6th, 2007)

THIS AMENDMENT NUMBER 2 TO INDENTURE (this “Amendment”), dated as of June 29, 2007 (the “Effective Date”) amends that certain Indenture, dated as of October 28, 2005 and amended by that certain Amendment Number 1 to Indenture, dated as of July 31, 2006 (as amended, modified or supplemented from time to time as permitted thereby, the “Indenture”) by and between UCO Compression 2005 LLC (the “Issuer”) and Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”).

Universal Compression Holdings Inc – AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (June 25th, 2007)

AMENDMENT NO. 1, dated as of June 25, 2007 (this “Amendment”), to the Agreement and Plan of Merger, dated as of February 5, 2007 (the “Merger Agreement”), among Hanover Compressor Company, a Delaware corporation (“Hanover”), Universal Compression Holdings, Inc., a Delaware corporation (“Universal”), Exterran Holdings, Inc., a Delaware corporation (formerly known as Iliad Holdings, Inc.) (“Holdco”), Hector Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco, and Ulysses Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco.

Universal Compression Holdings Inc – NON-QUALIFIED STOCK OPTION AGREEMENT (June 18th, 2007)

THIS STOCK OPTION AGREEMENT, effective as of June 12, 2007 (the “Grant Date”), by and between UNIVERSAL COMPRESSION HOLDINGS, INC., a Delaware corporation (“Holdings”), and «FirstName» «LastName» (the “Employee”), who is an Employee of Universal Compression, Inc. (“Universal”), a wholly-owned subsidiary of Holdings. All capitalized terms not otherwise defined in this Agreement shall have the respective meaning of such terms as defined in the Universal Compression Holdings, Inc. Incentive Stock Option Plan, as amended (the “Plan”).

Universal Compression Holdings Inc – UNIVERSAL COMPRESSION HOLDINGS, INC. RESTRICTED STOCK PLAN RESTRICTED STOCK AGREEMENT (June 18th, 2007)
Universal Compression Holdings Inc – INCENTIVE STOCK OPTION AGREEMENT (June 18th, 2007)

THIS STOCK OPTION AGREEMENT, effective as of June 12, 2007 (the “Grant Date”), by and between UNIVERSAL COMPRESSION HOLDINGS, INC., a Delaware corporation (“Holdings”), and «FName_» «LName_» (the “Employee”), who is an Employee of Universal Compression, Inc. (“Universal”), a wholly-owned subsidiary of Holdings. All capitalized terms not otherwise defined in this Agreement shall have the respective meaning of such terms as defined in the Universal Compression Holdings, Inc. Incentive Stock Option Plan, as amended (the “Plan”).

Universal Compression Holdings Inc – UNIVERSAL COMPRESSION HOLDINGS, INC. RETENTION BONUS PLAN (April 18th, 2007)

Universal Compression Holdings, Inc. has established this retention bonus plan for select employees, known as the Universal Compression Holdings, Inc. Retention Bonus Plan (the “Plan”). The primary purpose of the Plan is to provide an incentive for employees to remain employed with the Company or an Affiliate in light of a potential merger with Hanover Compressor Company.

Universal Compression Holdings Inc – BRIEF DESCRIPTION OF OFFICERS’ INCENTIVE PLAN FOR CALENDAR YEAR 2007 (February 27th, 2007)

The purpose of this plan is to provide executive officers with a financial incentive to encourage them to perform in a manner that is aligned with the Company’s objectives and performance goals, and to contribute to the Company’s ability to hire and retain quality executives.

Universal Compression Holdings Inc – AGREEMENT AND PLAN OF MERGER among HANOVER COMPRESSOR COMPANY, UNIVERSAL COMPRESSION HOLDINGS, INC., ILIAD HOLDINGS, INC., HECTOR SUB, INC. and ULYSSES SUB, INC. Dated as of February 5, 2007 (February 5th, 2007)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 5, 2007, is by and among Hanover Compressor Company, a Delaware corporation (“Hanover”), Universal Compression Holdings, Inc., a Delaware corporation (“Universal”), Iliad Holdings, Inc., a Delaware corporation (“Holdco”), Hector Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (“Hanover Merger Sub”), and Ulysses Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (“Universal Merger Sub” and, together with Hanover Merger Sub, the “Merger Subs”).

Universal Compression Holdings Inc – OMNIBUS AGREEMENT AMONG UNIVERSAL COMPRESSION HOLDINGS, INC. UNIVERSAL COMPRESSION, INC. UCO GP, LLC UCO GENERAL PARTNER, LP UNIVERSAL COMPRESSION PARTNERS, L.P. UCLP OLP GP LLC AND UC OPERATING PARTNERSHIP, L.P. (October 26th, 2006)

THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among Universal Compression Holdings, Inc., a Delaware corporation (“UCH”), Universal Compression, Inc., a Texas corporation (“UCI”), UCO GP, LLC, a Delaware limited liability company (“UCO LLC”), UCO General Partner, L.P., a Delaware limited partnership (the “General Partner”), Universal Compression Partners, L.P., a Delaware limited partnership (the “Partnership”), UCLP OLP GP LLC, a Delaware limited liability company (“OLP GP”), and UC Operating Partnership, L.P. (the “OLP”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

Universal Compression Holdings Inc – 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 SCOT (October 26th, 2006)

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 Can

Universal Compression Holdings Inc – Summary of Officers’ Incentive Plan (April 1 - December 31, 2006) (June 29th, 2006)

The purpose of this plan is to provide executive officers with a financial incentive to encourage them to perform in a manner that is aligned with the Company’s objectives and performance goals, and to contribute to the Company’s ability to hire and retain quality executives.

Universal Compression Holdings Inc – Summary of Officers’ Incentive Plan (April 1 - December 31, 2006) (May 5th, 2006)

The purpose of this plan is to provide executive officers with a financial incentive to encourage them to perform in a manner that is aligned with the Company’s objectives and performance goals, and to contribute to the Company’s ability to hire and retain quality executives.

Universal Compression Holdings Inc – INSURANCE AND INDEMNITY AGREEMENT AMBAC ASSURANCE CORPORATION (March 3rd, 2006)

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,

Universal Compression Holdings Inc – UCO COMPRESSION 2005 LLC Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION Indenture Trustee (March 3rd, 2006)

SERIES 2005-2 SUPPLEMENT, dated as of October 28, 2005 (as amended, modified or supplemented from time to time in accordance with its terms, this “Supplement”), between UCO Compression 2005 LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), and Wells Fargo Bank, National Association, a national banking association, as Indenture Trustee (the “Indenture Trustee”).

Universal Compression Holdings Inc – EXHIBIT “A” MANAGEMENT AGREEMENT BY AND BETWEEN UNIVERSAL COMPRESSION, INC., AS MANAGER, AND UCO COMPRESSION 2005 LLC, AS THE ISSUER OCTOBER 28, 2005 (March 3rd, 2006)

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”).

Universal Compression Holdings Inc – GUARANTY (March 3rd, 2006)

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”).

Universal Compression Holdings Inc – CATERPILLAR INC., as Back-up Manager UCO COMPRESSION 2005 LLC, as Issuer, and UNIVERSAL COMPRESSION, INC., as Manager Dated as of October 28, 2005 (March 3rd, 2006)

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”).

Universal Compression Holdings Inc – UCO COMPRESSION 2005 LLC Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION Indenture Trustee (March 3rd, 2006)

SERIES 2005-1 SUPPLEMENT, dated as of October 28, 2005 (as amended, modified or supplemented from time to time in accordance with its terms, this “Supplement”), between UCO Compression 2005 LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), and Wells Fargo Bank, National Association, a national banking association, as Indenture Trustee (the “Indenture Trustee”).

Universal Compression Holdings Inc – UNIVERSAL COMPRESSION, INC. EMPLOYEES’ SUPPLEMENTAL SAVINGS PLAN Effective as of July 1, 1998 (As Revised and Restated Effective January 1, 2005) (March 3rd, 2006)

Universal Compression, Inc. (the “Company”) hereby establishes the Universal Compression, Inc. Employees’ Supplemental Savings Plan (the “Plan”) for the benefit of certain eligible employees of the Company.

Universal Compression Holdings Inc – AMENDMENT NUMBER ONE TO THE UNIVERSAL COMPRESSION, INC. EMPLOYEES’ SUPPLEMENTAL SAVINGS PLAN (As Revised and Restated Effective January 1, 2005) (March 3rd, 2006)

WHEREAS, Universal Compression, Inc. (the “Company”) maintains the Universal Compression, Inc. Employees’ Supplemental Savings Plan, effective as revised and restated January 1, 2005 (the “Plan”);

Universal Compression Holdings Inc – 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 Trustee WACHOVIA BANK, NATIONAL ASSOCIATION, as Bank Agent THE VARIOUS FINANCIAL INSTITUTIONS that may from time to time become parties hereto as UCI Lenders and JPMorgan Chase Bank, N.A., in its individual capacity and as Intercreditor Collateral Agent (March 3rd, 2006)
Universal Compression Holdings Inc – Indenture Trustee (March 3rd, 2006)

This Indenture, dated as of October 28, 2005 (as amended, supplemented or otherwise modified from time to time as permitted hereby, the “Indenture”), between 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”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as indenture trustee (together with any successor appointed in accordance with the terms hereof, the “Indenture Trustee”).

Universal Compression Holdings Inc – AMENDMENT NUMBER 1 TO INSURANCE AND INDEMNITY AGREEMENT (August 5th, 2005)

THIS AMENDMENT NUMBER 1 TO INSURANCE AND INDEMNITY AGREEMENT (this “Amendment”), dated as of June 28, 2005 (the “Effective Date”) amends that certain Insurance and Indemnity Agreement, dated as of December 31, 2002 (as amended, modified or supplemented from time to time as permitted thereby, the “Insurance and Indemnity Agreement”) by and among BRL Universal Compression Funding I 2002, L.P. (the “Issuer”), Ambac Assurance Corporation (the “Insurer”), Universal Compression, Inc. (the “Manager”), UCO Compression 2002 LLC (the “Head Lessee”) and Wells Fargo Bank, National Association, successor by merger to Wells Fargo Bank Minnesota, National Association, as indenture trustee (the “Indenture Trustee”).

Universal Compression Holdings Inc – AMENDMENT NUMBER 4 TO INDENTURE (August 5th, 2005)

THIS AMENDMENT NUMBER 4 TO INDENTURE (this “Amendment”), dated as of June 28, 2005 (the “Effective Date”) amends that certain Indenture, dated as of December 31, 2002 (as amended, modified or supplemented from time to time as permitted thereby, the “Indenture”) by and between BRL Universal Compression Funding I 2002, L.P. (the “Issuer”) and Wells Fargo Bank, National Association, successor by merger to Wells Fargo Bank Minnesota, National Association, as indenture trustee (the “Indenture Trustee”).

Universal Compression Holdings Inc – AMENDMENT NUMBER 3 TO HEAD LESSEE SECURITY AGREEMENT (August 5th, 2005)

THIS AMENDMENT NUMBER 3 TO HEAD LESSEE SECURITY AGREEMENT (this “Amendment”), dated as of June 28, 2005 (the “Effective Date”) amends that certain Head Lessee Security Agreement, dated as of December 31, 2002 (as amended, modified or supplemented from time to time as permitted thereby, the “Agreement”), by and between BRL Universal Compression Funding I 2002, L.P. (the “Secured Party”) and UCO Compression 2002 LLC (the “Grantor”).

Universal Compression Holdings Inc – NON-QUALIFIED STOCK OPTION AGREEMENT (FOR DIRECTORS) (June 10th, 2005)

THIS STOCK OPTION AGREEMENT (this "Agreement"), effective (the "Grant Date"), by and between UNIVERSAL COMPRESSION HOLDINGS, INC., a Delaware corporation ("Holdings"), and (the "Director"), who is a Director of Holdings. All capitalized terms not otherwise defined in this Agreement shall have the respective meaning of such terms as defined in the Universal Compression Holdings, Inc. Incentive Stock Option Plan, as amended (the "Plan").

Universal Compression Holdings Inc – Supplement to Collateral Agreement (June 10th, 2005)

SUPPLEMENT, dated as of February 15, 2005, made by Universal Compression Holdings, Inc., a Delaware corporation (the "Grantor"), in favor of Wachovia Bank, National Association as administrative agent (in such capacity, the "Administrative Agent") for the financial institutions (the "Lenders") parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.