SENIOR SECURED CREDIT AGREEMENT

EXHIBIT 10.3

SENIOR SECURED CREDIT AGREEMENT

Dated as of August 20, 2007

Among

EXTERRAN HOLDINGS, INC.,

as US Borrower and Canadian Guarantor,

EXTERRAN CANADA, LIMITED PARTNERSHIP,

as Canadian Borrower,

WACHOVIA BANK, NATIONAL ASSOCIATION,

as US Administrative Agent,

WACHOVIA CAPITAL FINANCE CORPORATION (CANADA),

as Canadian Administrative Agent,

JPMORGAN CHASE BANK, N.A.,

as Syndication Agent,

BANK OF AMERICA, N.A., CALYON NEW YORK BRANCH AND

as Documentation Agents,

AND

Arranged by:

WACHOVIA CAPITAL MARKETS, LLC AND J.P. MORGAN SECURITIES INC.,

as Joint Lead Arrangers and Joint Book Runners

$1,650,000,000 Senior Secured Credit Facilities

TABLE OF CONTENTS

		Page
ARTICLE I Definitions and Accounting Matters			2
Section 1.01 Terms Defined Above			2
Section 1.02 Certain Defined Terms			2
Section 1.03 Accounting Terms and Determinations			36
Section 1.04 Terms Generally; Rules of Construction			36
ARTICLE II Commitments			37
Section 2.01 Loans and Letters of Credit			37
Section 2.02 Borrowings, Continuations and Conversions, Letters of Credit			42
Section 2.03 Changes of Commitments			44
Section 2.04 Fees			49
Section 2.05 Several Obligations			50
Section 2.06 Notes			50
Section 2.07 Prepayments			51
Section 2.08 Lending Offices			53
Section 2.09 Assumption of Risks			53
Section 2.10 Obligation to Reimburse and to Prepay			54
Section 2.11 Bankers’ Acceptances and BA Equivalent Loans			57
ARTICLE III Payments of Principal and Interest			62
Section 3.01 Repayment of Loans			62
Section 3.02 Interest			63
ARTICLE IV Payments; Pro Rata Treatment; Computations; Etc.			65
Section 4.01 Payments			65
Section 4.02 Pro Rata Treatment			66
Section 4.03 Computations			66
Section 4.04 Agent Reliance			67
Section 4.05 Set-off, Sharing of Payments, Etc.			67
Section 4.06 Taxes			68
ARTICLE V Capital Adequacy			72
Section 5.01 Additional Costs			72
Section 5.02 Limitation on US Dollar LIBOR Loans			74
Section 5.03 Illegality			74
Section 5.04 US Dollar Base Rate Loans Pursuant to Sections 5.01, 5.02 and 5.03			75
Section 5.05 Compensation			75
Section 5.06 Replacement Lenders			76
ARTICLE VI Conditions Precedent			77
Section 6.01 Initial Funding Date Effectiveness			77
Section 6.02 Loans and Letters of Credit			81

		Page
Section 6.03 Conditions Precedent to Commitment Increases and Additional Term Loans
			81
ARTICLE VII Representations and Warranties of US Borrower			82
Section 7.01 Legal Existence			82
Section 7.02 Financial Condition			82
Section 7.03 Litigation			83
Section 7.04 No Breach			83
Section 7.05 Authority			83
Section 7.06 Approvals			84
Section 7.07 Use of Loans			84
Section 7.08 ERISA			84
Section 7.09 Taxes			85
Section 7.10 Titles, Etc.			85
Section 7.11 No Material Misstatements			85
Section 7.12 Investment Company Act			86
Section 7.13 Anti-Terrorism Law			86
Section 7.14 Subsidiaries			86
Section 7.15 Location of Business and Offices			87
Section 7.16 Defaults			87
Section 7.17 Environmental Matters			87
Section 7.18 Compliance with the Law			88
Section 7.19 Hedging Agreements			88
Section 7.20 Restriction on Liens			88
ARTICLE VIII Representations and Warranties of Canadian Borrower			88
Section 8.01 Legal Existence			88
Section 8.02 No Breach			89
Section 8.03 Authority			89
Section 8.04 Approvals			89
Section 8.05 Defaults			89
Section 8.06 Income Tax Act (Canada)			89
Section 8.07 Use of Loans			90
Section 8.08 Canadian Taxes			90
Section 8.09 Location of Business; Names			90
Section 8.10 Canadian Welfare and Pension Plans			90
ARTICLE IX Affirmative Covenants			91
Section 9.01 Reporting Requirements			91
Section 9.02 Litigation			92
Section 9.03 Maintenance, Etc.			92
Section 9.04 Environmental Matters			93
Section 9.05 Further Assurances			94
Section 9.06 Performance of Obligations			94
Section 9.07 Collateral and Guaranties			94
Section 9.08 Notice of an ERISA Event			99
Section 9.09 Ownership of the General Partner			99
Section 9.10 Existing Indebtedness			99

		Page
ARTICLE X Negative Covenants			100
Section 10.01 Debt			100
Section 10.02 Liens			102
Section 10.03 Investments			103
Section 10.04 Dividends, Distributions and Redemptions			104
Section 10.05 Subsidiaries			104
Section 10.06 Nature of Business			105
Section 10.07 The General Partner			105
Section 10.08 Mergers, Etc.			105
Section 10.09 Proceeds of Loans; Letters of Credit			105
Section 10.10 Negative Pledge Agreements			105
Section 10.11 Sale or Discount of Receivables			106
Section 10.12 Fiscal Year Change			106
Section 10.13 Certain Financial Covenants			106
Section 10.14 Sale of Properties			106
Section 10.15 Environmental Matters			108
Section 10.16 Transactions with Affiliates			108
ARTICLE XI Events of Default; Remedies			109
Section 11.01 Events of Default			109
Section 11.02 Remedies			111
Section 11.03 Letters of Credit			113
ARTICLE XII The Administrative Agent			114
Section 12.01 Appointment, Powers and Immunities of the Administrative Agents			114
Section 12.02 Reliance by the Administrative Agents			115
Section 12.03 Defaults			115
Section 12.04 Rights as a Lender			115
Section 12.05 Indemnification			115
Section 12.06 Non-Reliance on the Administrative Agents and other Lenders			116
Section 12.07 Action by the Administrative Agents			116
Section 12.08 Resignation or Removal of the Administrative Agents			117
Section 12.09 Notification by US Administrative Agent			117
Section 12.10 Syndication Agent, Joint Lead Arrangers, Joint Book Runners, Documentation Agents			118
ARTICLE XIII Miscellaneous			118
Section 13.01 Waiver			118
Section 13.02 Notices			118
Section 13.03 Payment of Expenses, Indemnities, etc.			119
Section 13.04 Amendments, Etc.			121
Section 13.05 Successors and Assigns			122
Section 13.06 Assignments and Participations			122
Section 13.07 Invalidity			124

		Page
Section 13.08 Counterparts			124
Section 13.09 USA Patriot Act Notice			125
Section 13.10 Survival			125
Section 13.11 Restatement			125
Section 13.12 No Oral Agreements			125
Section 13.13 Governing Law; Submission to Jurisdiction			125
Section 13.14 Interest			126
Section 13.15 Confidentiality			127
Section 13.16 Effectiveness			128
Section 13.17 Exculpation Provisions			128
Section 13.18 Hedging Agreements and Treasury Management Agreements			129
ARTICLE XIV GUARANTY			129
Section 14.01 The Guaranty			129
Section 14.02 Subrogation			130

EXHIBITS AND SCHEDULES

Exhibit A-1		-		Form of US Revolving Note
Exhibit A-2		-		Form of Canadian Revolving Note
Exhibit A-3		-		Form of Term Note
Exhibit A-4		-		Form of BA Equivalent Note
Exhibit B-1		-		Form of US Borrowing, Continuation and Conversion Request
Exhibit B-2		-		Form of Canadian Borrowing, Continuation and Conversion Request
Exhibit C-1		-		Form of Compliance Certificate (Condition to Close)
Exhibit C-2		-		Form of Compliance Certificate (Ongoing)
Exhibit D		-		List of Security Instruments
Exhibit E		-		Form of Assignment Agreement
Exhibit F		-		Form of Letter of Credit Application
Exhibit G		-		Form of Account Designation Letter
Exhibit H-1		-		Form of Commitment Increase Certificate
Exhibit H-2		-		Form of Additional Lender Certificate
Schedule 1.02		-		Existing Indebtedness
Schedule 2.01(b)		-		Existing Letters of Credit
Schedule 6.01(j)		-		Excepted Property
Schedule 7.02		-		Liabilities
Schedule 7.03		-		Litigation
Schedule 7.09		-		Taxes
Schedule 7.10		-		Titles, Etc.
Schedule 7.14		-		Subsidiaries
Schedule 7.19		-		Hedging Agreements
Schedule 7.20		-		Restriction on Liens
Schedule 8.08		-		Canadian Taxes
Schedule 8.09		-		Location of Canadian Personal Property
Schedule 9.07(a)		-		US Excluded Collateral

Schedule 9.07(b)		-		Canadian Excluded Collateral
Schedule 10.01		-		Debt
Schedule 10.02		-		Liens
Schedule 10.03		-		Investments, Loans and Advances
Schedule 10.05		-		Unrestricted Subsidiaries
Schedule 10.14(j)		-		Permitted Property Sales
Schedule 10.16		-		Transactions with Affiliates

      THIS SENIOR SECURED CREDIT AGREEMENT dated as of August 20, 2007, is among: EXTERRAN HOLDINGS, INC., a Delaware corporation (the “ US Borrower ” and sometimes referred to herein as “ Holdco ”, and in its capacity as guarantor of the Canadian Tranche Loans, a “ Canadian Guarantor ”); EXTERRAN CANADA, LIMITED PARTNERSHIP (formerly, Universal Compression Canada, Limited Partnership), a Nova Scotia limited partnership (the “ Canadian Borrower ”); WACHOVIA BANK, NATIONAL ASSOCIATION, individually and as US administrative agent for the Lenders (herein, together with its successors in such capacity, the “ US Administrative Agent ” and sometimes referred to herein as “ Wachovia ”); WACHOVIA CAPITAL FINANCE CORPORATION (CANADA), individually and as Canadian administrative agent for the Lenders (herein, together with its successors in such capacity, the “ Canadian Administrative Agent ”); JPMORGAN CHASE BANK, N.A., individually and as syndication agent (herein, together with its successors in such capacity, the “ Syndication Agent ” and sometimes referred to herein as “ JPMorgan ”); WACHOVIA CAPITAL MARKETS, LLC (“ Wachovia Securities ”) and J.P. MORGAN SECURITIES INC. (“ JPMSI ” and together with Wachovia Securities and their successors in such capacity, the “ Joint Lead Arrangers ” and “ Joint Book Runners ”); BANK OF AMERICA, N.A., CALYON NEW YORK BRANCH and FORTIS CAPITAL CORP. (together with their successors in such capacity, the “ Documentation Agents ”); and each of the lenders that is a signatory hereto or which becomes a signatory hereto pursuant to Section 13.06 (individually, together with its successors and assigns, a “ Lender ” and, collectively, the “ Lenders ”).

     A. On February 5, 2007, Hanover Compressor Company (“ Hanover ”), Universal Compression Holdings, Inc. (“ Holdings ”), Holdco (formerly known as Iliad Holdings, Inc.), Hector Sub, Inc. (“ Hanover Merger Subsidiary ”) and Ulysses Sub, Inc. (“ Universal Merger Subsidiary ”) entered into that certain Agreement and Plan of Merger, as amended (the “ Merger Agreement ”) pursuant to which the parties contemplate a merger and after such merger Holdings will merge into the US Borrower with the US Borrower being the surviving entity (collectively, the “ Merger ”).

     B. As contemplated in the Merger Agreement, on the effective date of the Merger (“ Merger Effective Date ”), Holdings shall merge with and become the surviving entity of Universal Merger Subsidiary and Hanover shall merge with and become the surviving entity of Hanover Merger Subsidiary. Thereupon, the US Borrower shall merge with and become the surviving entity of Holdings.

     C. In connection with the Merger, the Borrowers have requested the Lenders to provide certain loans to and extensions of credit on behalf of the Borrowers.

     D. The Lenders have agreed to make such loans and extensions of credit subject to the terms and conditions of this Agreement.

     E. In consideration of the mutual covenants and agreements herein contained and of the loans, extensions of credit and commitments hereinafter referred to, the parties hereto agree as follows:

ARTICLE I

Definitions and Accounting Matters

     Section 1.01 Terms Defined Above . As used in this Senior Secured Credit Agreement, the terms “Canadian Administrative Agent,” “Canadian Borrower,” “Documentation Agent,” “Hanover,” “Hanover Merger Subsidiary,” “Holdco,” “Holdings,” “Joint Book Runners,” “Joint Lead Arrangers,” “JPMorgan,” “JPMSI,” “Lender,” “Lenders,” “Merger,” “Merger Agreement,” “Merger Effective Date,” “Syndication Agent,” “Universal Merger Subsidiary,” “US Administrative Agent,” “US Borrower,” “Wachovia” and “Wachovia Securities” shall have the meanings indicated above.

     Section 1.02 Certain Defined Terms . As used herein, the following terms shall have the following meanings (all terms defined in this ARTICLE I or in other provisions of this Senior Secured Credit Agreement in the singular to have equivalent meanings when used in the plural and vice versa):

     “ ABS Facility ” shall mean that certain $800,000,000 asset backed securitization facility under that certain Indenture dated as of August 20, 2007, between the ABS Subsidiaries and Wells Fargo Bank, National Association, as Indenture Trustee, as amended, modified, supplemented, restated, refinanced or replaced by another limited recourse facility from time to time; provided that the ABS Facility may be increased on a one-time basis by an amount up to $200,000,000 (the “ ABS Facility Increase ”); provided further that any exercise of a Commitment Increase pursuant to Section 2.03(a) when combined with all previous Commitment Increases exceeds $200,000,000 shall automatically and permanently reduce the availability of the ABS Facility to exceed $800,000,000 by the excess of the total Commitment Increases (including all previous Commitment Increases) over $200,000,000, and if the outstanding amount under the ABS Facility is above $800,000,000, the ABS Facility shall automatically and permanently be reduced by the excess of the total Commitment Increases (including all previous Commitment Increases) over $200,000,000 (but in no event to less than $800,000,000) and any Debt outstanding under the ABS Facility in excess of the amount so reduced shall be promptly repaid.

     “ ABS Facility Excess Utilization ” shall mean the borrowing of loans under the ABS Facility in excess of $800,000,000 at any time outstanding.

     “ ABS Facility Increase ” shall have the meaning assigned such term in the definition of ABS Facility.

     “ ABS Subsidiary ” shall mean Exterran ABS 2007 LLC, Exterran ABS Leasing 2007 LLC and any other Subsidiary certified by the Borrowers to be involved in or created in connection with or as a requirement of the ABS Facility and any Subsidiary of such Subsidiary.

     “ Acceptance Date ” shall mean any date, which must be a Business Day, on which a Bankers’ Acceptance is or is to be issued or a BA Equivalent Loan is or is to be made.

     “ Acceptance Fees ” shall mean an amount for each Bankers’ Acceptance and BA Equivalent Loan equal to the product of the Applicable Margin for Acceptance Fees times the Principal Amount of such Bankers’ Acceptance or BA Equivalent Loan times the Term/365.

     “ Accepting Lender ” shall mean any Canadian Tranche Revolving Lender that has accepted a Bankers’ Acceptance issued by (or advanced a BA Equivalent Loan to) the Canadian Borrower under this Agreement.

     “ Account Designation Letter ” shall mean the Notice of Account Designation Letter dated the Initial Funding Date from the US Borrower to the US Administrative Agent in substantially the form attached hereto as Exhibit G .

     “ Additional Lender ” shall have the meaning assigned such term in Section 2.03(a)(i) .

     “ Additional Lender Certificate ” shall have the meaning assigned such term in Section 2.03(a)(ii)(C) .

     “ Additional Term Loan Borrowing ” shall mean a Borrowing comprised of Additional Term Loans.

     “ Additional Term Loan Commitment ” shall mean, with respect to each Additional Term Loan Lender, the commitment of such Additional Term Loan Lender to make Additional Term Loans pursuant to Section 2.01(a)(v) , as such commitment may be (a) reduced or terminated from time to time pursuant to Section 2.03(c) or 5.06 or ARTICLE XI , (b) increased from time to time pursuant to Section 2.03(a) or (c) modified from time to time to reflect any Assignments permitted under Section 13.06(b) . The amount of each Additional Term Loan Lender’s Additional Term Loan Commitment shall be the amount as agreed between the US Administrative Agent and such Lender and on file with the US Administrative Agent.

     “ Additional Term Loan Lender ” shall mean a Term Loan Lender making an Additional Term Loan.

     “ Additional Term Loans ” shall have the meaning assigned such term in Section 2.01(a)(v) .

     “ Adjusted EBITDA ” shall mean, without duplication, for any Testing Period the sum of (i) EBITDA of the US Borrower and its Consolidated Subsidiaries (excluding all Subsidiary EBITDA) for such Testing Period (excluding transaction expenses incurred in connection with the Merger) and (ii) cash from distributions attributable to the ownership of GP Interests, LP Units and IDRs received by the US Borrower or its Restricted Subsidiaries during such Testing Period, on an Annualized Basis and (iii) cash from distributions attributable to the ownership of Subordinated Units received by the US Borrower and its Restricted Subsidiaries during such Testing Period, on an Annualized Basis; provided that for so long as quarterly distributions on each Subordinated Unit is less than $0.4025 (or such other amount as adjusted pursuant to the EPLP Partnership Agreement), cash from distributions attributable to the ownership of Subordinated Units will be limited to actual cash distributions received by the US Borrower and its Restricted Subsidiaries from the Subordinated Units during such Testing Period. In each case, with respect to (ii) and (iii) above, adjusted for any dividend restrictions imposed on EPLP under its or any of its Subsidiaries’ credit facilities as if such dividend restriction was in effect for the entire Testing Period.

     “ Administrative Agents ” shall mean collectively, the US Administrative Agent and the Canadian Administrative Agent.

     “ Affected Loans ” shall have the meaning assigned such term in Section 5.04 .

     “ Affiliate ” of any Person shall mean (a) any Person directly or indirectly controlled by, controlling or under common control with such first Person, (b) any director or officer of such first Person or of any Person referred to in clause (a) above and (c) if any Person in clause (a) above is an individual, any member of the immediate family (including parents, spouse and children) of such individual and any trust whose principal beneficiary is such individual or one or more members of such immediate family and any Person who is controlled by any such member or trust. For purposes of this definition, any Person which owns directly or indirectly 30% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation or 30% or more of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to “control” (including, with its correlative meanings, “controlled by” and “under common control with”) such corporation or other Person.

     “ Agents ” shall mean collectively, the Syndication Agent, the Documentation Agents and the Administrative Agents.

     “ Aggregate Commitments ” shall mean collectively, the Aggregate Revolving Commitments and the Aggregate Term Commitments.

     “ Aggregate Credit Exposure ” shall mean the aggregate Principal Amount of all Loans and LC Exposure outstanding at such time.

     “ Aggregate Revolving Commitments ” at any time shall equal the sum of (a) the Aggregate US Tranche Commitments and (b) the Canadian Allocated Aggregate Commitments. The initial Aggregate Revolving Commitments are $850,000,000.

     “ Aggregate Term Commitments ” at any time shall equal the sum of (a) the Term Commitments of all Term Loan Lenders and (b) the Additional Term Loan Commitments of all Additional Term Loan Lenders. The initial Aggregate Term Commitments are $800,000,000.

     “ Aggregate US Tranche Commitments ” at any time shall equal the sum of the US Tranche Commitments of all US Tranche Revolving Lenders. The initial Aggregate US Tranche Commitments are $825,000,000.

     “ Agreement ” shall mean this Senior Secured Credit Agreement, as the same may from time to time be amended or supplemented.

     “ Alternate Currency ” shall mean such foreign currencies which are readily convertible into US Dollars and are acceptable to the US Administrative Agent.

     “ Annualized Basis ” shall mean the process of multiplying the amount of the cash distributions received during the US Borrower’s most recent fiscal quarter by four.

     “ Anti-Terrorism Laws ” shall have the meaning assigned such term in Section 7.13(a) .

     “ Applicable Administrative Agent ” shall mean (a) with respect to a Loan or Borrowing made or a Letter of Credit issued under the US Tranche or the Term Loan Facility, the US Administrative Agent and (b) with respect to a Loan or Borrowing made under the Canadian Tranche, the Canadian Administrative Agent.

     “ Applicable Borrower ” shall mean (a) with respect to a Loan or Borrowing made or a Letter of Credit issued under the US Tranche or the Term Loan Facility, the US Borrower and (b) with respect to a Loan or Borrowing made under the Canadian Tranche, the Canadian Borrower.

     “ Applicable Lenders ” shall mean (a) with respect to a Loan or Borrowing made or a Letter of Credit issued under the US Tranche, the US Tranche Revolving Lenders, (b) with respect to a Loan or Borrowing made under the Canadian Tranche, the Canadian Tranche Revolving Lenders and (c) with respect to a Loan or Borrowing made under the Term Loan Facility, the Term Loan Lenders.

     “ Applicable Lending Office ” shall mean, for each Lender and for each Type of Loan, the lending office or branch of such Lender (or a Lender Affiliate) designated for such Type of Loan in its administrative questionnaire on file with the Applicable Administrative Agent or such other offices of such Lender (or of a Lender Affiliate) as such Lender may from time to time specify to the Applicable Administrative Agent and the Applicable Borrower as the office by which its Loans of such Type are to be made and maintained.

     “ Applicable Margin ” shall mean, with respect to the Revolving Credit Facility and the Term Loan Facility, a percentage per annum determined by reference to the Index Debt Ratings by Moody’s and S&P, respectively, applicable on such date, as set forth below:

		Applicable Margin
		US Dollar LIBOR Loans,
		US Dollar LIBOR		US Dollar Base Rate
		Reference Rate Loans and		Loans and Canadian Prime
Index Debt Rating		Acceptance Fees (bps)		Rate Loans (bps)		Commitment Fees (bps)
Category 1
BBB-/Baa3 or better		65		0		12.5
Category 2
BB+/Ba1		82.5		0		17.5
Category 3
BB/Ba2		100		0		22.5
Category 4
BB-/Ba3		125		25		30
Category 5
B+/B1		150		50		35
Category 6
B/B2 or worse		175		75		35

     For purposes of determining the Applicable Margin, the US Borrower’s initial Index Debt Rating will be Category 3 until October 1, 2007; and thereafter, the US Borrower’s Index Debt Rating shall be established by Moody’s and S&P. If the Index Debt Ratings established or deemed to have been established by Moody’s and S&P shall fall within different Categories, the Applicable Margin shall be based (i) if the differential is one level, the lower number of the Categories, or (ii) if the differential is more than one level, the Category number immediately higher than the lowest. If the Index Debt Ratings established or deemed to have been established by Moody’s and S&P shall change (other than as a result of a change in the rating system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency, irrespective of when notice of such change shall have been furnished by the US Borrower to the US Administrative Agent pursuant to Section 9.01(f) or otherwise. Each change in the Applicable Margin shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the US Borrower and the US Tranche Revolving Lenders and to the extent there are Aggregate Term Commitments outstanding, the Term Loan Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Margin shall be determined by reference to the rating of such agency most recently in effect prior to such change or cessation. For purposes of the foregoing, if both Moody’s and S&P shall not have in effect an Index Debt Rating (other than by reason of the circumstances referred to in the immediately preceding sentence of this definition), then such agencies shall be deemed to have established an Index Debt Rating in Category 6.

     “ Assignment ” shall have the meaning assigned such term in Section 13.06(b) .

     “ BA Equivalent Loan ” shall mean an advance in Canadian Dollars made by a Canadian Tranche Revolving Lender to the Canadian Borrower evidenced by a BA Equivalent Note.

     “ BA Equivalent Note ” shall mean a promissory note executed and delivered by the Canadian Borrower to a Canadian Tranche Revolving Lender in substantially the form of Exhibit A-4 or by each Canadian Tranche Revolving Lender pursuant to the power of attorney in Section 2.11(b) .

     “ BA Exposure ” shall mean at any time, with respect to any Accepting Lender, the aggregate Principal Amount of Bankers’ Acceptances and BA Equivalent Loans to be paid by the Canadian Borrower to the Canadian Administrative Agent at the Canadian Principal Office for which the Canadian Borrower has not reimbursed such Accepting Lender.

     “ BA Maturity Date ” shall mean the date on which a Bankers’ Acceptance is payable or a BA Equivalent Note matures in accordance with Section 2.11(a)(ii) .

     “ BA Net Proceeds ” shall mean in respect of any Bankers’ Acceptance or BA Equivalent Loan, the amount (rounded to the nearest whole cent with one-half of one cent being rounded up) determined in accordance with the formula set forth below, less the Acceptance Fee applicable to such Bankers’ Acceptance or BA Equivalent Loan. The BA Net Proceeds of any Bankers’ Acceptance or BA Equivalent Loan shall be equal to the Principal Amount of such Bankers’ Acceptance or BA Equivalent Loan times the Price. For purposes of this definition, the “ Price ” of any Bankers’ Acceptance or BA Equivalent Loan shall equal {1 / [1 + (Bankers’ Acceptance Rate X Term/365)]} and shall be expressed as a decimal and be rounded to the nearest 1/10000 of 1%, with 0.0000005 being rounded up.

     “ Bankers’ Acceptance Rate ” shall mean in respect of a Bankers’ Acceptance accepted by an Accepting Lender on any date or a BA Equivalent Loan being advanced by such Accepting Lender on any date, (a) for a Canadian Tranche Revolving Lender which is a Major Schedule I Lender, the CDOR Rate and (b) for a Canadian Tranche Revolving Lender which is not a Major Schedule I Lender, the CDOR Rate plus 10 basis points.

     “ Bankers’ Acceptances ” shall mean bankers’ acceptances denominated in Canadian Dollars in the form of either a depository bill, as defined in the DBNA, or a blank non-interest bearing bill of exchange, as defined in the Bills of Exchange Act (Canada), in either case issued by the Canadian Borrower and accepted by a Canadian Tranche Revolving Lender (and, if applicable, purchased by such Canadian Tranche Revolving Lender) at the request of the Canadian Borrower, such depository bill or bill of exchange to be substantially in the standard form of such Canadian Tranche Revolving Lender.

     “ Bankruptcy Code ” shall mean the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

     “ Borrowers ” shall mean collectively the US Borrower and the Canadian Borrower.

     “ Borrowing ” shall mean Loans of the same Type, made, converted or continued on the same date and, in the case of US Dollar LIBOR Loans, and in the case of Bankers’ Acceptances or BA Equivalent Loans, as to which a single Interest Period is in effect.

     “ Business Day ” shall mean, other than for Letters of Credit, any day other than a day on which commercial banks are authorized or required to close in North Carolina for purposes of the US Tranche and the Term Loan Facility, and in North Carolina and in Calgary or Toronto, Canada for purposes of the Canadian Tranche, and, where such term is used in the definition of “ Quarterly Date ” or if such day relates to a Borrowing or continuation of, a payment or prepayment of principal of or interest on, or a conversion of or into, or the Interest Period for, a US Dollar LIBOR Loan or a notice by a Borrower with respect to any such Borrowing or continuation, payment, prepayment, conversion or Interest Period, any day which is also a day on which dealings in US Dollar deposits are carried out in the London interbank market. With respect to Letters of Credit, “ Business Day ” shall mean any day other than a day on which commercial banks are authorized or required to close in the domicility of the respective Issuing Bank and confirming bank.

     “ CAM Exchange ” shall mean the exchange of the Lender’s interests provided for in Section 11.02(c) .

     “ CAM Exchange Date ” shall mean the date on which there shall occur an acceleration of Loans pursuant to Section 11.02(a) or Section 11.02(b) .

     “ CAM Percentage ” shall mean, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Credit Exposure of such Lender for all Tranches (determined by the US Dollar Equivalent Amount for its Canadian Tranche Credit Exposure prevailing on the CAM Exchange Date and determined by the US Dollar Equivalent for its LC Exposure in Offshore Currency Letters of Credit prevailing on the CAM Exchange Date) and (b) the denominator shall be the Aggregate Credit Exposure (determined by the US Dollar Equivalent Amount for the Canadian Tranche Credit Exposure of all Canadian Tranche Revolving Lenders as of the CAM Exchange Date and determined by the US Dollar Equivalent for the LC Exposure in Offshore Currency Letters of Credit of all Lenders as of the CAM Exchange Date).

     “ Canadian Allocated Aggregate Commitments ” shall mean the aggregate amount of the US Tranche Commitments allocated by the US Borrower from time to time as the Canadian Allocated Aggregate Commitments pursuant to Section 2.03(b)(ii) , not to exceed the Canadian Allocated Maximum Aggregate Commitments. The Canadian Allocated Aggregate Commitments may be terminated pursuant to Section 2.03(b)(i) , 2.03(b)(iii) , 5.06 or ARTICLE XI . The initial Canadian Allocated Aggregate Commitments are $25,000,000.

     “ Canadian Allocated Commitment ” shall mean as to each Canadian Tranche Revolving Lender, the percentage set forth in the column titled “Canadian Tranche Percentage” as agreed between the US Administrative Agent and such Lender and on file with the US Administrative Agent or in the Assignment pursuant to which such Canadian Tranche Revolving Lender becomes a party hereto, as applicable, of the Canadian Allocated Aggregate Commitments.

     “ Canadian Allocated Maximum Aggregate Commitments ” shall mean the aggregate maximum Canadian Allocated Commitments of all Canadian Tranche Revolving Lenders on file with the US Administrative Agent. The Canadian Allocated Maximum Aggregate Commitments are $100,000,000.

     “ Canadian Allocation Period ” shall mean any time during which either (a) the US Borrower has allocated any portion of the US Tranche Commitments as the Canadian Allocated Aggregate Commitments pursuant to Section 2.03(b)(ii) or (b) the Canadian Tranche Credit Exposure exceeds zero.

     “ Canadian Commitment Fee ” shall have the meaning assigned such term in Section 2.04(a)(ii) .

     “ Canadian Dollars ” or “ C$ ” shall mean lawful money of Canada.

     “ Canadian Guarantor ” shall mean the US Borrower and each Subsidiary Guarantor required to execute the Guaranty Agreement – Canada or supplement thereto pursuant to Section 9.07(b) , excluding the Canadian Borrower.

     “ Canadian Pension Plan ” shall mean any “pension plan” or “plan” that is subject to the funding requirements of the Employment Pension Plans Act (Alberta) or applicable pension benefits legislation in any other Canadian jurisdiction and is applicable to employees resident in Canada of the Canadian Borrower or a Significant Canadian Subsidiary.

     “ Canadian Prime Rate ” shall mean, at any time, the greater of (a) the rate from time to time publicly announced by the Canadian Reference Bank as its prime rate in effect for determining interest rates on Canadian Dollar denominated commercial loans in Canada, and (b) the annual rate of interest equal to the sum of (i) the 30-day CDOR Rate at such time and (ii) one percent (1%) per annum.

     “ Canadian Prime Rate Loans ” shall mean Loans denominated in Canadian Dollars that bear interest at a rate based upon the Canadian Prime Rate.

     “ Canadian Principal Office ” shall mean the principal office of the Canadian Administrative Agent, which, on the date of this Agreement is located at 141 Adelaide St., W., Suite 1500, Toronto, Ontario, Canada M5H 3L9, Attention: Sophie Ronan (Telecopy No. (416) 364-8165).

     “ Canadian Reference Bank ” shall mean the Bank of Montreal, or its successors and assigns, or one of the Major Schedule I Lenders as the US Administrative Agent may from time to time designate.

     “ Canadian Subsidiary ” shall mean each Restricted Subsidiary of the US Borrower that is formed under the laws of Canada, any Province thereof, or any territory thereof.

     “ Canadian Tranche ” shall mean the Canadian Allocated Commitments and the Canadian Tranche Loans.

     “ Canadian Tranche Borrowing ” shall mean a Borrowing comprised of Canadian Tranche Loans.

     “ Canadian Tranche Credit Exposure ” shall mean at any time, the US Dollar Equivalent Amount of the aggregate Principal Amount of the Canadian Tranche Loans outstanding at such time. The Canadian Tranche Credit Exposure of any Canadian Tranche Revolving Lender at any time shall be the US Dollar Equivalent Amount of the aggregate Principal Amount of the Canadian Tranche Loans owed to such Lender at such time.

     “ Canadian Tranche Loan ” shall mean any Revolving Loan (including Canadian Prime Rate Loans, Bankers’ Acceptances, BA Equivalent Loans, US Dollar LIBOR Loans and US Dollar Base Rate Loans) made by the Canadian Tranche Revolving Lenders pursuant to Section 2.01(a)(ii) or Section 2.11 , as applicable.

     “ Canadian Tranche Percentage ” shall mean:

     (a) at any time during which the US Tranche Commitments remain outstanding, with respect to each Canadian Tranche Revolving Lender, the percentage set forth in the column titled “Canadian Tranche Percentage” as agreed between the US Administrative Agent and such

Lender and on file with the US Administrative Agent or in the Assignment pursuant to which such Canadian Tranche Revolving Lender becomes a party hereto; and

     (b) upon the termination of the Aggregate Revolving Commitments pursuant to Section 11.02 , with respect to each Canadian Tranche Revolving Lender, a fraction (expressed as a percentage, carried out to the sixth decimal place), the numerator of which is the Canadian Tranche Credit Exposure of such Canadian Tranche Revolving Lender, and the denominator of which is the Canadian Tranche Credit Exposure of all Canadian Tranche Revolving Lenders.

As of the Initial Funding Date, the Canadian Tranche Percentage of each Canadian Tranche Revolving Lender is the percentage agreed between the US Administrative Agent and such Lender and on file with the US Administrative Agent or in the Assignment pursuant to which such Canadian Tranche Revolving Lender becomes a party hereto, as applicable.

     “ Canadian Tranche Revolving Lender ” shall mean a Lender with a Canadian Allocated Commitment or with outstanding Canadian Tranche Loans that is, for the purposes of the Income Tax Act (Canada) in force as of the date that such Lender acquires a Canadian Allocated Commitment, either (a) not a non-resident of Canada for purposes of the Income Tax Act (Canada) or (b) a deemed resident of Canada for purposes of Part XIII of the Income Tax Act (Canada) and that has, as part of its business carried on in Canada, a Canadian Allocated Commitment, and, in the case of clauses (a) and (b), is an Affiliate of a US Tranche Revolving Lender.

     “ Canadian Welfare Plan ” shall mean any medical, health, hospitalization, insurance or other employee benefit or welfare plan or arrangement applicable to employees resident in Canada of the Canadian Borrower or a Significant Canadian Subsidiary.

     “ Capital Lease ” shall mean a lease of (or other arrangement conveying the right to use) real and/or personal Property, or a combination thereof, with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a Debt in accordance with GAAP.

     “ Capital Lease Obligations ” shall mean, as to any Person, all obligations of such Person as lessee under any Capital Lease, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

     “ Cash Equivalents ” shall mean:

     (a) securities issued or directly and fully guaranteed or insured by the government of the United States or any other country whose sovereign debt has a rating of at least A3 from Moody’s and at least A- from S&P or any agency or instrumentality thereof having maturities of not more than twelve (12) months from the date of acquisition;

     (b) certificates of deposit and Eurodollar time deposits with maturities of six (6) months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six (6) months and overnight bank deposits, in each case with any commercial bank organized under the laws of any country that is a member of the Organization for Economic Cooperation and

Development having capital and surplus in excess of $500,000,000 (or the equivalent thereof in any other currency or currency unit);

     (c) repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in clauses (a) and (b) above entered into with any financial institution meeting the qualifications specified in clause (b) above;

     (d) commercial paper having at least P2 or A2 from Moody’s or S&P, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of investments, and in each case maturing within 270 days after the date of acquisition;

     (e) deposits available for withdrawal on demand with any commercial bank not meeting the qualifications specified in clause (b) above; and

     (f) money market mutual funds substantially all of the assets of which are of the type described in the foregoing clauses (a) through (d).

     “ CDOR Rate ” shall mean, on any day, the annual rate of interest which is the rate applicable to Canadian Dollar bankers’ acceptances appearing on the “Reuters Screen CDOR Page” (as defined in the International Swap Dealer Association, Inc, definitions, as modified and amended from time to time) as of 10:00 a.m. Eastern time on such day for bankers’ acceptances having for purposes of calculating the Canadian Prime Rate a maturity of 30 days and, for purposes of Bankers’ Acceptances and BA Equivalent Loans, a comparable maturity date to the maturity date of such issue of Bankers’ Acceptances and BA Equivalent Loans; provided that if such rate does not appear on the Reuters Screen CDOR Page as contemplated, then the CDOR Rate on any day shall be the rate applicable to such Canadian Dollar bankers’ acceptances of comparable maturity date quoted by one of the Major Schedule I Lenders selected by the US Administrative Agent as of 10:00 a.m. Eastern time on such day.

     “ CERCLA ” shall have the meaning assigned such term in the definition of Environmental Laws.

     “ Change of Control ” shall mean the occurrence of one or more of the following events: (a) the approval by the holders of Equity Interests of the US Borrower of any plan or proposal for the liquidation or dissolution of the US Borrower (whether or not otherwise in compliance with the provisions of this Agreement); (b) any Person or “group” within the meaning of Section 13(d) of the Exchange Act shall become the “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares representing more than 50% of the aggregate voting power represented by the Equity Interests of the US Borrower; (c) the replacement of a majority of the Board of Directors of the US Borrower over a two-year period from the directors who constituted the Board of Directors of the US Borrower at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the Board of Directors of the US Borrower then still in office who either were members of such Board of Directors at the beginning of such period or whose election as a member of such Board of Directors was previously so approved; (d) the US Borrower shall cease to own, directly or indirectly, 100% of the issued and outstanding Equity Interests of Hanover and Holdings except

to the extent Hanover and Holdings are merged into the US Borrower; or (e) the US Borrower shall cease to own, directly or indirectly, 100% of the issued and outstanding Equity Interests of the Canadian Borrower while any Canadian Tranche Loans are outstanding or any Canadian Allocated Commitments remain in effect.

     “ Closing Date ” shall mean August 20, 2007.

     “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time and any successor statute.

     “ Collateral ” shall mean all Property of the US Borrower and the Subsidiary Guarantors which is secured by a Lien under the Security Instruments.

     “ Combined Revolving Credit Exposure ” shall mean at any time, the sum of (a) the US Tranche Credit Exposure at such time, and (b) the Canadian Tranche Credit Exposure at such time.

     “ Commitment Fees ” shall mean collectively, the Canadian Commitment Fee and the US Commitment Fee.

     “ Commitment Increase ” shall have the meaning assigned such term in Section 2.03(a)(i) .

     “ Commitment Increase Certificate ” shall have the meaning assigned such term in Section 2.03(a)(ii)(B) .

     “ Commitment Reduction Amount ” shall mean an amount equal to the amount of any prepayment owed under the Revolving Credit Facility pursuant to Sections 2.07(b)(iii) , 2.07(b)(iv) , 2.07(b)(v) and 2.07(b)(vi) whether or not any Revolving Loan or LC Exposure is then outstanding.

     “ Compression Assets ” shall mean all or any portion of any Person’s compression services or rental contracts, compression services customer relationships and related compression equipment.

     “ Confidential Information ” shall have the meaning assigned such term in Section 13.15 .

     “ Consolidated Net Income ” shall mean for any period, the aggregate of the net income (or loss) of any Person and its Consolidated Subsidiaries after allowances for taxes for such period, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein, without duplication) the following: (a) the net income of any Person in which it or any of its Consolidated Subsidiary has an interest (which interest does not cause the net income of such other Person to be consolidated with the net income of it and its Consolidated Subsidiaries in accordance with GAAP), except to the extent of the amount of dividends or distributions actually paid in such period by such other Person to it or to a Consolidated Subsidiary, as the case may be; (b) the net income (but not loss) of any Consolidated Subsidiary to the extent that the declaration or payment of dividends or similar distributions or transfers or loans by that Consolidated Subsidiary is not at the time permitted under the terms of its charter or any agreement,

instrument or Governmental Requirement applicable to such Consolidated Subsidiary, or is otherwise restricted or prohibited in each case determined in accordance with GAAP; provided that upon the removal of such restriction, the aggregate net income previously excluded within the last four (4) fiscal quarters shall be added to the net income for the same quarters; (c) any extraordinary gains or losses, including gains or losses attributable to Property sales not in the ordinary course of business; (d) the cumulative effect of a change in accounting principles and any gains or losses attributable to writeups or write downs of assets; (e) gains, losses or other charges as a result of the early retirement of Debt; (f) non-cash gains or losses as a result of foreign currency adjustments and (g) the cost of refinancing any long-term debt to the extent such costs are paid for from the proceeds of such refinancing.

     “ Consolidated Subsidiaries ” shall mean each Subsidiary of a Person (whether now existing or hereafter created or acquired) the financial statements of which shall be (or should have been) consolidated with the financial statements of such Person in accordance with GAAP.

     “ Credit Exposure ” shall mean at any time for any Lender (a) for the Canadian Tranche such Lender’s Canadian Tranche Credit Exposure, (b) for the US Tranche such Lender’s US Tranche Credit Exposure and (c) for the Term Tranche such Lender’s Term Credit Exposure.

     “ DBNA ” shall mean the Depository Bills and Notes Act (Canada).

     “ Debt ” shall mean, for any Person the sum of the following (without duplication): (a) all obligations of such Person (whether created or assumed) for borrowed money or evidenced by bonds, debentures, notes or other similar instruments; (b) all obligations of such Person (whether contingent or otherwise) in respect of bankers’ acceptances, letters of credit, surety or other bonds and similar instruments; (c) all obligations of such Person to pay the deferred purchase price of Property or services (other than for borrowed money); (d) all Capital Lease Obligations in respect of which such Person is liable (whether contingent or otherwise); (e) all Debt (as described in the other clauses of this definition) of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person but if not assumed by such Person, limited to the fair market values of such Property; (f) all Debt (as described in the other clauses of this definition) of others guaranteed by such Person or in which such Person otherwise assures a creditor against loss of the debtor or obligations of others but only to the extent of the remaining maximum liability of such Person under such guaranty; (g) all obligations or undertakings of such Person to maintain or cause to be maintained the financial position or covenants of others or to purchase the Debt of others; (h) prepayments or advances from customers made more than 60 days in advance of the date such goods and services are due to prepay, secure or settle obligations to deliver goods or services and in excess of the sum of (A) $50,000,000 outstanding at any time and (B) up to an additional $50,000,000 outstanding at any time if such amount is approved in writing by the US Administrative Agent from time to time (which consent shall not be unreasonably denied or delayed); provided , however , all prepayments or advances received in connection with fabrication, installation, turn-key or total solutions projects or other similar projects shall be excluded; (i) obligations to pay for commodities in the form of take-or-pay agreements or similar arrangements beyond the normal requirements of the business of the US Borrower and its Subsidiaries whether or not such goods or services are actually received or utilized by such Person; (j) any Equity Interests of such Person in which such Person has a mandatory obligation to redeem such Equity Interests; (k) any

Debt (as described in the other clauses of this definition) of a Special Entity for which such Person is liable either by agreement or because of a Governmental Requirement but only to the extent of the maximum liability of such Person under such agreement or Governmental Requirement; and (l) all net mark to market obligations of such Person under Hedging Agreements.

     “ Default ” shall mean an Event of Default or an event which with notice or lapse of time or both would become an Event of Default.

     “ Disclosing Parties ” shall have the meaning assigned such term in Section 13.15 .

     “ Disposition ” shall mean the sale, exchange or conveyance (including any sale and leaseback transaction) of any Property by the US Borrower or any of its Domestic Subsidiaries, including any sale, exchange or conveyance, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

     “ Dissolved Subsidiary ” shall have the meaning assigned such term in Section 9.07(d)(ii) .

     “ Domestic Subsidiary ” shall mean each Restricted Subsidiary of the US Borrower which is not a Foreign Subsidiary.

     “ Drafts ” shall mean, at any time, either a depository bill within the meaning of the DBNA or a bill of exchange within the meaning of the Bills of Exchange Act (Canada) drawn by the Canadian Borrower on a Canadian Tranche Revolving Lender but which at such time has not been completed as to the payee or accepted by such Lender or any other Person.

     “ EBITDA ” shall mean, for any period, the sum of Consolidated Net Income for such period plus the following consolidated expenses or charges to the extent deducted from Consolidated Net Income in such period: Total Interest Expense (or interest expense when determining EBITDA of an Unrestricted Subsidiary), taxes, depreciation, amortization and non-cash charges, provided that any cash actually paid with respect to such non-cash charges shall be deducted from EBITDA when paid. EBITDA will be adjusted on a pro forma basis (reasonably acceptable to the US Administrative Agent) for individual acquisitions and divestitures in excess of $50,000,000, including projected synergies.

     “ 8.50% Equipment Lease Notes ” shall mean those 8.50% senior secured notes due 2008 issued pursuant to that certain Indenture, dated as of August 30, 2001 among the 2001A Trust, as issuer, Exterran Energy Solutions, L.P. (formerly Hanover Compression Limited Partnership) and certain subsidiaries, as guarantors, and Wilmington Trust FSB, as Trustee and related equity certificates, as amended, modified, supplemented or restated from time to time.

     “ 8.625% Notes ” shall mean those 8.625% senior notes due 2010 issued pursuant to that certain Senior Indenture dated as of December 15, 2003 between Hanover and Wachovia, as amended, modified, supplemented or restated from time to time.

     “ 8.75% Equipment Lease Notes ” shall mean 8.75% senior secured notes due 2011 issued pursuant to that certain Indenture, dated as of August 30, 2001 among the 2001B Trust, as issuer, Exterran Energy Solutions, L.P. (formerly Hanover Compression Limited Partnership) and

certain subsidiaries, as guarantors, and Wilmington Trust FSB, as Trustee and related equity certificates, as amended, modified, supplemented or restated from time to time.

     “ Environmental Laws ” shall mean any and all Governmental Requirements pertaining to health or the environment in effect in any and all jurisdictions in which the US Borrower or any Subsidiary is conducting or at any time has conducted business, or where any Property of the US Borrower or any Subsidiary is located, including the Canadian Environmental Assessment Act, the Canadian Environmental Protection Act, 1999, the Environmental and Enhancement Protection Act (Alberta), the Oil Pollution Act of 1990 (“ OPA ”), the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of 1980 (“ CERCLA ”), as amended, the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976 (“ RCRA ”), as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Act, as amended, and other environmental conservation or protection laws. The term “oil” shall have the meaning specified in OPA, the terms “hazardous substance” and “release” (or “threatened release”) have the meanings specified in CERCLA, and the terms “solid waste” and “disposal” (or “disposed”) have the meanings specified in RCRA; provided , however , that (a) in the event either OPA, CERCLA or RCRA is amended so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such amendment and (b) to the extent the laws of the state in which any Property of the US Borrower or any Subsidiary is located establish a meaning for “oil,” “hazardous substance,” “release,” “solid waste” or “disposal” which is broader than that specified in either OPA, CERCLA or RCRA, such broader meaning shall apply.

     “ EPLP ” shall mean Exterran Partners, L.P., a Delaware limited partnership.

     “ EPLP Group ” shall mean EPLP and its Subsidiaries.

     “ EPLP Partnership Agreement ” shall mean that certain First Amended and Restated Agreement of Limited Partnership of EPLP (formerly, Universal Compression Partners, L.P.), dated as of October 20, 2006, as amended, modified, supplemented or restated.

     “ Equity Interest ” shall mean, (a) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock and (b) with respect to any Person that is not a corporation, any and all partnership interests or other equity interests of such Person.

     “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

     “ ERISA Affiliate ” shall mean any trade or business (whether or not incorporated) that, together with the US Borrower or any Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

     “ ERISA Event ” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the US Borrower, any Subsidiary or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the US Borrower, any Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the US Borrower, any Subsidiary or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the US Borrower, any Subsidiary or any ERISA Affiliate of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

     “ Event of Default ” shall have the meaning assigned such term in Section 11.01 .

     “ Excepted Liens ” shall mean: (a) Liens for taxes, assessments, public or statutory obligations or other governmental charges or levies not yet due or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP or which could not reasonably be expected to have a Material Adverse Effect individually or in the aggregate for all Excepted Liens contained in clauses (a), (b), (c), (d) and (e) of this definition; (b) Liens in connection with workmen’s compensation, unemployment insurance or other social security, old age pension or public liability obligations not yet due or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP or which could not reasonably be expected to have a Material Adverse Effect individually or in the aggregate for all Excepted Liens contained in clauses (a), (b), (c), (d) and (e) of this definition; (c) operators’, vendors’, carriers’, warehousemen’s, repairmen’s, mechanics’, workmen’s, materialmen’s, construction or other like Liens arising by operation of law in the ordinary course of business or statutory landlord’s liens, each of which is in respect of obligations that have not been overdue more than 90 days or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been maintained in accordance with GAAP or which could not reasonably be expected to have a Material Adverse Effect individually or in the aggregate for all Excepted Liens contained in clauses (a), (b), (c), (d) and (e) of this definition; (d) any Liens reserved in leases for rent or royalties and for compliance with the terms of the leases in the case of leasehold estates, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the US Borrower or any Subsidiary or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been maintained in accordance with GAAP or which could not reasonably be expected to have a Material Adverse Effect individually or in the aggregate for all Excepted Liens contained in clauses (a), (b), (c), (d) and (e) of this definition; (e) encumbrances (other than to secure the payment of borrowed money or the deferred purchase price of Property or services), easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any rights of way or other Property of the US Borrower or any

Subsidiary for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals, timber, metals, steam, or other natural resources, and other like purposes, or for the joint or common use of real estate, rights of way, facilities and equipment, and defects, irregularities, zoning restrictions and deficiencies in title of any rights of way or other Property which in the aggregate do not materially impair the use of such rights of way or other Property for the purposes of which such rights of way and other Property are held by the US Borrower or any Subsidiary or materially impair the value of such Property subject thereto or which could not reasonably be expected to have a Material Adverse Effect individually or in the aggregate for all Excepted Liens contained in clauses (a), (b), (c), (d) and (e) of this definition; (f) deposits of cash or securities to secure the performance of bids, trade contracts, leases, performance bonds, return-of-money or payment bonds, surety and appeal bonds, contracts or leases to which the US Borrower or its Subsidiaries are parties or other deposits required to be made in the ordinary course of business, statutory obligations and other obligations of a like nature incurred in the ordinary course of business; (g) Liens permitted under the Security Instruments; (h) Liens arising out of judgments or awards that do not constitute an Event of Default under Section 11.01(h) ; and (i) Liens for the US Borrower’s or any Subsidiary’s title to Property leased under Capital Leases; provided that no intention to subordinate the first priority Lien granted in favor of the US Administrative Agent and the Lenders is to be hereby implied or expressed by the permitted existence of such Excepted Liens.

     “ Excess Amount ” shall have the meaning assigned such term in Section 2.03(a)(ii)(I) .

     “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

     “ Executive Order ” shall have the meaning assigned such term in Section 7.13(a) .

     “ Existing Hanover Credit Agreement ” shall mean that certain Credit Agreement, dated as of November 21, 2005 among Hanover, Hanover Compressor Limited Partnership, JPMorgan Chase Bank, N.A., as administrative agent and the other lenders signatory thereto, as amended, modified, supplemented or restated from time to time.

     “ Existing Indebtedness ” shall mean collectively, all Debt under (a) Existing Universal Credit Agreement, (b) the Existing Hanover Credit Agreement, (c) the 7 ¹ / 2 % Notes, (d) the 8.625% Notes, (e) the 9.00% Notes, (f) the 8.50% Equipment Lease Notes, (g) the 8.75% Equipment Lease Notes, (h) the 7 ¹ / 4 % Notes and (i) the 4.75% Convertible Notes Due 2014, (j) the 4.75% Convertible Notes Due 2008 and (k) any other debt of the US Borrower and its Subsidiaries existing immediately prior to the date of the Merger and set forth on Schedule 1.02 .

     “ Existing Letters of Credit ” shall mean those letters of credit listed on attached Schedule 2.01(b) and all reimbursement obligations pertaining to any such letter of credit.

     “ Existing Universal Credit Agreement ” shall mean that certain Senior Secured Credit Agreement dated as of October 20, 2006 among Holdings, Exterran (formerly Universal Compression, Inc.), the Canadian Borrower, the Administrative Agents and the other lenders signatory thereto, as amended, modified, supplemented or restated from time to time.

     “ Exterran ” shall mean Exterran, Inc., a Texas corporation.

     “ Exterran Argentina ” shall mean Hanover Argentina S.A., an Argentina corporation.

     “ Exterran Cayman Entities ” shall mean collectively, Hanover Cayman Limited, a Cayman Islands limited liability company and Production Operators Cayman Inc. (Cayman Islands), a Cayman Islands corporation.

     “ Exterran Canadian Holdings ” shall mean Exterran Canadian Partnership Holdings GP ULC, an Alberta unlimited liability company.

     “ Exterran NLBV ” shall mean Hanover Compressor Holding Company NL B.V., a Netherlands corporation.

     “ Exterran Spain ” shall mean Universal Compression International Holdings, S.L.U., a Spain corporation.

     “ Exterran Venezuela ” shall mean Hanover Venezuela, C.A., a Venezuela corporation.

     “ Federal Funds Rate ” shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight federal funds transactions with a member of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (a) if the date for which such rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if such rate is not so published for any day, the Federal Funds Rate for such day shall be the average rate charged to the US Administrative Agent on such day on such transactions as determined by the US Administrative Agent.

     “ Fee Letter ” shall mean that certain letter agreement from Wachovia and JPMorgan to the Borrowers dated as of July 2, 2007, concerning certain fees in connection with this Agreement and any agreements or instruments executed in connection therewith, as the same may be amended or replaced from time to time.

     “ Financial Statements ” shall mean the most recent financial statement or statements of the parties described or referred to in Section 7.02 or the US Borrower and its Consolidated Subsidiaries delivered annually pursuant to Section 9.01(a)(i) .

     “ First Rate ” shall have the meaning assigned such term in Section 3.02(b)(i) .

     “ Foreign Credit Facility ” shall mean any credit facility of a Foreign Subsidiary that derives substantially all of its income from jurisdictions other than the United States of America.

     “ Foreign Subsidiary ” shall mean each Restricted Subsidiary of the US Borrower that is formed under the laws of any jurisdiction other than the United States of America, any State thereof, or any territory thereof.

     “ 4.75% Convertible Notes Due 2008 ” shall mean those certain 4.75% convertible senior notes due 2008 issued pursuant to that certain Indenture dated as of March 15, 2001 between Hanover and Wilmington Trust Company, as amended, modified, supplemented or restated from time to time.

     “ 4.75% Convertible Notes Due 2014 ” shall mean those certain 4.75% convertible senior notes due 2014 issued pursuant to that certain Senior Indenture dated as of December 15, 2003 between Hanover and Wachovia, as amended, modified, supplemented or restated from time to time.

     “ GAAP ” shall mean generally accepted accounting principles in the United States of America in effect from time to time.

     “ General Partner ” shall mean UCO General Partner, LP, a Delaware limited partnership, the general partner of EPLP.

     “ Governmental Authority ” shall include the country, state, province, county, city and political subdivisions in which any Person or such Person’s Property is located or which exercises valid jurisdiction over any such Person or such Person’s Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them including monetary authorities which exercises valid jurisdiction over any such Person or such Person’s Property. Unless otherwise specified, all references to Governmental Authority herein shall mean a Governmental Authority having jurisdiction over, where applicable, the Borrowers, their Subsidiaries or any of their Property or any Administrative Agent, any Lender or any Applicable Lending Office.

     “ Governmental Requirement ” shall mean any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization or other directive or requirement (whether or not having the force of law), including Environmental Laws, energy regulations and occupational, safety and health standards or controls, of any Governmental Authority.

     “ GP Interests ” shall mean the ownership interests of the General Partner of EPLP in its capacity as general partner of EPLP, which is evidenced by general partner units.

     “ Guaranteed Obligations ” shall have the meaning assigned such term in Section 14.01(a) .

     “ Guarantor ” shall mean a Canadian Guarantor or Subsidiary Guarantor, as applicable.

     “ Guaranty ” shall mean the guaranty by the US Borrower contained in ARTICLE XIV .

     “ Guaranty Agreement — Canada ” shall mean that certain Canadian Guaranty Agreement that may be executed by the Significant Canadian Subsidiaries in favor of the Canadian Administrative Agent as required by Section 9.07(b) in a form to be agreed upon by the Canadian Borrower and the Canadian Administrative Agent, as amended, modified or restated from time to time.

     “ Guaranty Agreement — US ” shall mean that certain US Guaranty Agreement that may be executed by Significant Domestic Subsidiaries in favor of the US Administrative Agent as required by Section 9.07(a) in a form to be agreed upon by the US Borrower and the US Administrative Agent, as amended, modified or restated from time to time.

     “ Guaranty Agreements ” shall mean collectively, the Guaranty Agreement-Canada and the Guaranty Agreement-US.

     “ Hedging Agreements ” shall mean any commodity, interest rate or currency swap, cap, floor, collar, forward agreement or other exchange or protection agreements or any option with respect to any such transaction entered into from time to time.

     “ Highest Lawful Rate ” shall mean, with respect to each Lender, the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Loans or on other Indebtedness under the Loan Documents under laws applicable to such Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

     “ IDR ” shall mean an Incentive Distribution Right as defined in the EPLP Partnership Agreement.

     “ Indebtedness ” shall mean (without duplication), unless the context indicates otherwise, any and all amounts owing or to be owing by the Borrowers and the Restricted Subsidiaries to any of the Administrative Agents, the Issuing Banks, the Lenders and/or any Lender Affiliate in connection with the Loan Documents and the Letter of Credit Applications and Bankers’ Acceptances, any Treasury Management Agreement now or hereafter arising between any Borrower or any Restricted Subsidiary of a Borrower and any Lender or any Lender Affiliate and permitted under the terms of this Agreement and any Hedging Agreement now or hereafter arising between any Borrower or any Restricted Subsidiary of a Borrower and any Lender or any Lender Affiliate and permitted under the terms of this Agreement, excluding any Hedging Agreements now or hereafter arising in connection with the ABS Facility, and all renewals, extensions and/or rearrangements of any of the foregoing.

     “ Indemnified Parties ” shall have the meaning assigned such term in Section 13.03(a)(ii) .

     “ Indemnity Matters ” shall mean any and all actions, suits, proceedings (including any investigations, litigation and inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages and, without duplication, reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

     “ Index Debt Rating ” shall mean the rating of the senior secured indebtedness for borrowed money of the US Borrower that is not guaranteed by any other Person except for a Subsidiary Guarantor or subject to any other credit enhancement; provided , that if the US Borrower does not have any such rating, the Index Debt Rating shall be the corporate debt rating of the US Borrower.

     “ Initial Funding Date ” shall mean the date on which the conditions specified in Section 6.01 are satisfied (or waived in accordance with Section 13.04 ) which date shall not be later than February 15, 2008.

     “ Initial Term Loans ” shall mean the Loans made pursuant to Section 2.01(a)(iv) .

     “ Intercreditor Agreement ” shall mean, collectively, (i) that certain Intercreditor and Collateral Agency Agreement, dated as of August 20, 2007 among inter alia, Exterran ABS 2007 LLC, Wells Fargo Bank, National Association, as indenture trustee, Wachovia Bank, National Association, as U.S. administrative agent on behalf of the bank lenders and JPMorgan Chase Bank, N.A., as intercreditor collateral agent, as the same may be amended, supplemented, restated or replaced from time to time and (ii) that certain Intercreditor and Collateral Agency Agreement, dated as of August 20, 2007 among inter alia, Exterran ABS 2007 LLC, Wells Fargo Bank, National Association, as indenture trustee and as intercreditor collateral agent, and Wachovia Bank, National Association, as U.S. administrative agent on behalf of the bank lenders, as the same may be amended, supplemented, restated or replaced from time to time.

     “ Interest Coverage Ratio ” shall mean the ratio of (a) Adjusted EBITDA for the applicable Testing Period to (b) Total Interest Expense for the applicable Testing Period.

     “ Interest Period ” shall mean with respect to any US Dollar LIBOR Loan, the period commencing on the date such US Dollar LIBOR Loan is made and ending on the numerically corresponding day in the first, second, third or sixth calendar month thereafter, as the Applicable Borrower may select as provided in Section 2.02 (or nine or twelve calendar months, as may be requested by the Applicable Borrower and agreed to by all Lenders), except that each Interest Period which commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month.

     Notwithstanding the foregoing: (a) no Interest Period for a Revolving Borrowing may end after the Revolving Loan Maturity Date; (b) no Interest Period for a Term Loan Borrowing or an Additional Term Loan Borrowing may end after the Term Loan Maturity Date; (c) no Interest Period for a Term Loan Borrowing or an Additional Term Loan Borrowing shall be selected which extends beyond any date upon which an installment of the Term Loan or Additional Term Loan will be due if such Term Loan Borrowing or Additional Term Loan Borrowing must be used to make such installment; (d) each Interest Period which would otherwise end on a day which is not a Business Day shall end on the next succeeding Business Day (or, if such next succeeding Business Day falls in the next succeeding calendar month, on the next preceding Business Day); (e) except as set forth in clause (f) and (g) or contemplated by the first paragraph of this definition, no Interest Period shall have a duration of less than one month and, if the Interest Period for any US Dollar LIBOR Loans would otherwise be for a shorter period, such Loans shall not be available hereunder; (f) the first Interest Period commencing on the Initial Funding Date shall be for a period from the Initial Funding Date until the last day of that month; and (g) the last Interest Period may be such shorter period as to end on the Term Loan Maturity Date or Revolving Loan Maturity Date, as applicable. “ Interest Period ” shall mean with respect to any Bankers’ Acceptance or BA Equivalent Loan, the period selected

by the Canadian Borrower as provided in Section 2.11(a) commencing on the day on which such Borrowing is made and ending on the applicable BA Maturity Date.

     “ Investment ” shall mean, as applied to any Person, any direct or indirect (a) purchase or other acquisition by such Person of any Equity Interests, Debt or other securities (including any option, warrant or other right to acquire any of the foregoing) of any other Person, (b) loan or advance made by such Person to any other Person, (c) guarantee, assumption or other incurrence of liability by such Person of or for any Debt or other obligation of any other Person, (d) creation of any Debt owed to such Person by any other Person, (e) capital contribution or other investment by such Person in any other Person or (f) purchase or other acquisition (in one transaction or a series of transactions) of any assets of any other Person constituting a business unit. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investment. “ Investment ” shall exclude extensions of trade credit by the US Borrower and its Subsidiaries on commercially reasonable terms in accordance with normal trade practices of the US Borrower or such Subsidiary, as the case may be.

     “ Issuing Banks ” shall mean, for any Letters of Credit issued on or after the Initial Funding Date, Wachovia, JPMorgan, The Bank of Nova Scotia or any other Lender agreed to among the US Borrower, the US Administrative Agent and such US Tranche Revolving Lender to issue Letters of Credit. As to the Existing Letters of Credit, the Issuing Bank for each Existing Letter of Credit shall be as set forth on Schedule 2.01(b) .

     “ LC Exposure ” shall mean at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit issued for the account of the US Borrower at such time, plus (b) the aggregate amount of all disbursements that the US Borrower is obligated to reimburse (other than pursuant to the Guaranty) but which have not yet been reimbursed by or on behalf of the US Borrower at such time. The LC Exposure of any US Tranche Revolving Lender at any time shall be equal to its applicable US Tranche Percentage of the total LC Exposure at such time.

     “ Lender Affiliate ” shall mean (a) with respect to any Lender (i) an Affiliate of such Lender or (ii) any entity (whether a corporate, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

     “ Lender Termination Date ” shall have the meaning assigned such term in Section 5.06(c) .

     “ Letter of Credit Application ” shall mean a letter of credit application, in the form of Exhibit F , delivered to the US Administrative Agent requesting the issuance, reissuance, extension or renewal of any Letter of Credit and containing the information set forth in Section 2.02 .

     “ Letters of Credit ” shall mean the Existing Letters of Credit, and the letters of credit issued pursuant to Section 2.01(b) and all reimbursement obligations pertaining to any such letters of credit, and “ Letter of Credit ” shall mean any one of the Letters of Credit and the reimbursement obligations pertaining thereto, and shall include Offshore Currency Letters of Credit.

     “ Lien ” shall mean any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. The term “ Lien ” shall include reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, leases and other title exceptions and encumbrances affecting Property. For the purposes of this Agreement, the US Borrower or any Subsidiary shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person in a transaction intended to create a financing.

     “ Loan Documents ” shall mean this Agreement, the Notes, the Fee Letter, the Letter of Credit Applications, the Letters of Credit, Bankers’ Acceptances, BA Equivalent Notes and the Security Instruments.

     “ Loans ” shall mean the loans as provided for by Section 2.01 and Section 2.11 .

     “ LP Units ” shall mean any ownership unit representing a limited partnership interest in EPLP.

     “ Major Schedule I Lenders ” shall mean collectively, The Bank of Montreal, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce and Royal Bank of Canada.

     “ Majority Lenders ” shall mean, at any time, Lenders having more than 50% of the Aggregate Credit Exposure plus the unused Aggregate Commitments.

     “ Material Adverse Effect ” shall mean any material and adverse effect on (a) the assets, liabilities, financial condition, business or operations of the US Borrower and its Restricted Subsidiaries, including Hanover and Holdings, taken as a whole as reflected in the Financial Statements after eliminating the financial condition and results of the Unrestricted Subsidiaries or (b) the ability of the US Borrower and its Restricted Subsidiaries taken as a whole to perform their obligations under the Loan Documents on a timely basis.

     “ Maximum Term Loans Outstanding ” shall mean, at any time, the maximum Principal Amount of Term Loans at any time outstanding at or prior to the first term loan payment date set forth in Section 3.01(b) plus an amount equal to the sum of all Term Loan Borrowings that occur on or after the first term loan payment date set forth in Section 3.01(b) .

     “ Merger Documents ” shall mean (a) the Merger Agreement, (b) the certificate of merger filed or to be filed with the Delaware Secretary of State on the Initial Funding Date in connection

with the merger of Ulysses Sub, Inc., a Delaware corporation, with and into Holdings whereby Holdings is the surviving entity, (c) the certificate of merger filed or to be filed with the Delaware Secretary of State on or about the Initial Funding Date in connection with the merger of Hector Sub, Inc., a Delaware corporation, with and into Hanover whereby Hanover is the surviving entity and (d) the Certificate of Ownership and Merger of even date herewith filed or to be filed with the Delaware Secretary of State on the Initial Funding Date, pursuant to which Holdings shall merge with and into the US Borrower whereby the US Borrower is the surviving entity.

     “ Moody’s ” shall mean Moody’s Investors Services, Inc.

     “ Multiemployer Plan ” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA in respect of which the US Borrower, any Subsidiary or any ERISA Affiliate has an obligation to contribute.

     “ Net Proceeds ” shall mean, with respect to any Disposition, the gross amount of cash received by the US Borrower or any of its Subsidiaries from such Disposition minus the sum of (a) the amount, if any, of all taxes paid or payable by the US Borrower or any of its Subsidiaries directly resulting from such Disposition (including the amount, if any, estimated by the US Borrower in good faith at the time of such Disposition for taxes payable by the US Borrower or any of its Subsidiaries on or measured by net income or gain resulting from such Disposition), (b) the reasonable out-of-pocket costs and expenses incurred by the US Borrower or such Subsidiary in connection with such Disposition (including reasonable brokerage fees paid to a Person other than an Affiliate of the US Borrower, but excluding any fees or expenses paid to an Affiliate of the US Borrower), (c) appropriate amounts required to be reserved (in accordance with GAAP) for post-closing adjustments by the US Borrower or any of its Subsidiaries in connection with such Disposition, against any liabilities retained by the US Borrower or any of its Subsidiaries after such Disposition, which liabilities are associated with the Property being disposed, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such Disposition and (d) deduction for Debt secured by the Property being disposed, which Debt is repaid as a result of such Disposition. Any proceeds received in a currency other than US Dollars shall, for purposes of the calculation of the amount of Net Proceeds, be in an amount equal to the US Dollar Equivalent thereof as of the date of receipt thereof by the US Borrower or any of its Subsidiaries.

     “ 9.00% Notes ” shall mean those 9.00% senior notes due 2014 issued pursuant to that certain Senior Indenture dated as of December 15, 2003 between Hanover and Wachovia, as amended, modified, supplemented or restated from time to time.

     “ Non-Recourse Foreign Debt ” shall mean Debt of any Foreign Subsidiary as to which neither the US Borrower nor any Domestic Subsidiary (a) provides credit support of any kind (including any guaranty, undertaking, agreement or instrument that would constitute Debt), (b) is directly or indirectly liable as a guarantor or otherwise or (c) is the lender.

     “ Notes ” shall mean the promissory notes provided for by Section 2.06 , together with any and all renewals, extensions for any period, increases, rearrangements, substitutions or modifications thereof.

     “ Notice of Termination ” shall have the meaning assigned such term in Section 5.06(a) .

     “ OFAC ” shall have the meaning assigned such term in Section 7.13(b)(v) .

     “ Offering Memorandum ” shall mean that certain Confidential Information Memorandum dated as of July 2007 and pertaining to the $1,650,000,000 senior secured facilities, consisting of the Revolving Credit Facility and the Term Loan Facility.

     “ Offshore Currency ” shall mean any lawful currency (other than US Dollars) that the relevant Issuing Bank with respect to any Offshore Currency Letter of Credit, in its sole reasonable opinion, at any time determines to be (a) freely traded in the offshore interbank foreign exchange markets, (b) freely transferable and (c) freely convertible into US Dollars.

     “ Offshore Currency Letter of Credit ” shall mean any Letter of Credit denominated in an Offshore Currency.

     “ Omnibus Agreement ” shall mean that certain Omnibus Agreement, dated as of October 20, 2006 among Holdings, Exterran (formerly Universal Compression, Inc.) and members of the EPLP Group, as amended, modified, supplemented or restated from time to time and all exhibits and schedules thereto.

     “ OPA ” shall have the meaning assigned such term in the definition of Environmental Laws.

     “ Organization Documents ” shall mean, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non US jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement (or equivalent or comparable constitutive documents with respect to any non US jurisdiction); and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity (or equivalent or comparable constitutive documents with respect to any non US jurisdiction).

     “ Other Taxes ” shall have the meaning assigned such term in Section 4.06(b) .

     “ PBGC ” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

     “ Percentage Share ” shall mean for each US Tranche Revolving Lender, its US Tranche Percentage, for each Canadian Tranche Revolving Lender, its Canadian Tranche Percentage and for each Term Loan Lender, its Term Loan Percentage.

     “ Permitted Liens ” shall have the meaning assigned such term in Section 10.02 .

     “ Person ” shall mean any individual, corporation, limited liability company or other company, voluntary association, partnership, joint venture, trust, unincorporated organization or government or any agency, instrumentality or political subdivision thereof, or any other form of entity.

     “ Plan ” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the US Borrower, any Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

     “ Post-Default Rate ” shall mean, in respect of any principal of any Loan or any other amount payable by a Borrower under this Agreement or any other Loan Document, a rate per annum during the period equal to 2% per annum above the US Dollar Base Rate for US Tranche Loans and the Canadian Prime Rate for Canadian Tranche Loans as in effect from time to time plus the Applicable Margin (if any), but in no event to exceed the Highest Lawful Rate; provided however , for US Dollar LIBOR Loans, the “ Post-Default Rate ” for such principal shall be, for the period commencing on the date of occurrence of an Event of Default and ending on the earlier to occur of the last day of the Interest Period therefor or the date all Events of Default are cured or waived, 2% per annum above the interest rate for such Loan as provided in Section 3.02(a) , but in no event to exceed the Highest Lawful Rate.

     “ Price ” shall have the meaning assigned such term in the definition of BA Net Proceeds.

     “ Principal Amount ” shall mean for a Bankers’ Acceptance, the face amount thereof, for a BA Equivalent Loan, the principal amount thereof determined in accordance with Section 2.11(g) and for any other Loans, the LC Exposure or the Swingline Exposure, the outstanding principal amount thereof.

     “ Principal Offices ” shall mean collectively, the Canadian Principal Office and the US Principal Office.

     “ Property ” shall mean any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

     “ Purchase Money Indebtedness ” shall mean debt, the proceeds of which are used to finance the acquisition, construction or improvement of inventory, equipment or other property in the ordinary course of business.

     “ Quarterly Date ” shall mean the last day of each March, June, September and December, in each year, the first of which shall be September 30, 2007; provided , however , that if any such day is not a Business Day, such Quarterly Date shall be the immediately preceding Business Day.

     “ RCRA ” shall have the meaning assigned such term in the definition of Environmental Laws.

     “ Recipient ” shall have the meaning assigned such term in Section 4.06(a) .

     “ Register ” shall have the meaning assigned such term in Section 13.06(b) .

     “ Regulation D ” shall mean Regulation D of the Board of Governors of the Federal Reserve System (or any successor), as the same may be amended or supplemented from time to time.

     “ Regulatory Change ” shall mean, with respect to any Lender, any change after the Initial Funding Date in any Governmental Requirement (including Regulation D) or the adoption or making after such date of any interpretations, directives or requests applying to a class of lenders (including such Lender or its Applicable Lending Office) of or under any Governmental Requirement (whether or not having the force of law) by any Governmental Authority charged with the interpretation or administration thereof.

     “ Related Fund ” shall mean, with respect to any Term Loan Lender that is a fund that invests in bank loans, any other fund that invests in bank loans and is advised or managed by the same investment advisor as such Term Loan Lender or by an Affiliate (as defined in clause (a) only of the definition of “Affiliate”) of such investment advisor.

     “ Replacement Lenders ” shall have the meaning assigned such term in Section 5.06(b) .

     “ Requesting Borrower ” shall mean either the US Borrower or the Canadian Borrower, as applicable, requesting a Loan.

     “ Reserve Account ” shall have the meaning assigned such term in Section 11.03(a) .

     “ Reserve Requirement ” shall mean, for any Interest Period for any US Dollar LIBOR Loan, the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation D by member banks of the Federal Reserve System in New York City with deposits exceeding one billion US Dollars against “Eurocurrency liabilities” (as such term is used in Regulation D). Without limiting the effect of the foregoing, the Reserve Requirement shall reflect any other reserves required to be maintained by such member banks by reason of any Regulatory Change against (a) any category of liabilities which includes deposits by reference to which US LIBOR is to be determined as provided in the definition of “ US LIBOR ” or (b) any category of extensions of credit or other assets which include a US Dollar LIBOR Loan.

     “ Responsible Officer ” shall mean, as to any Person, the Chief Executive Officer, the President or any Vice President of such Person and, with respect to financial matters, the term

“ Responsible Officer ” shall include the Chief Financial Officer and Vice President of Finance and Treasury of such Person. Unless otherwise specified, all references to a Responsible Officer herein shall mean a Responsible Officer of any Borrower.

     “ Restricted Person ” shall have the meaning assigned such term in Section 13.15 .

     “ Restricted Subsidiaries ” shall mean all Subsidiaries that are not Unrestricted Subsidiaries.

     “ Revolving Borrowing ” shall mean a Borrowing comprised of Revolving Loans.

     “ Revolving Credit Facility ” shall mean collectively, the US Tranche and the Canadian Tranche.

     “ Revolving Lenders ” shall mean collectively, the US Tranche Revolving Lenders and the Canadian Tranche Revolving Lenders.

     “ Revolving Loan Maturity Date ” shall mean the earlier to occur of (a) the fifth anniversary of the Initial Funding Date, (b) the date that the Aggregate Revolving Commitments are sooner terminated pursuant to Sections 2.03(b) or 2.03(c) or (c) the date the Revolving Loans are accelerated pursuant to Section 11.02 .

     “ Revolving Loans ” shall mean Loans made under the Revolving Credit Facility, including any Swingline Loans.

     “ Revolving Notes ” shall mean Notes issued pursuant to Section 2.06 evidencing Loans under the Revolving Credit Facility.

     “ S&P ” shall mean Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc.

     “ SEC ” shall mean the Securities and Exchange Commission or any successor Governmental Authority.

     “ Secured Creditors ” shall have the meaning assigned such term in Section 9.07(d)(ii) .

     “ Security Instruments ” shall mean the Guaranty, the Guaranty Agreements, mortgages, deeds of trusts, pledges and other agreements, instruments or certificates described or referred to in Exhibit D and any and all other agreements, instruments, consents or certificates now or hereafter executed and delivered by a Borrower or any Subsidiary in connection with, or as security for the payment or performance of the Indebtedness, the Loans, this Agreement, or reimbursement obligations under the Letters of Credit, as such agreements may be amended, supplemented or restated from time to time.

     “ Senior Secured Debt ” shall mean all Total Debt that is secured (including the Indebtedness to the extent included in Total Debt) and that is not expressly subordinated by its terms to the Indebtedness.

     “ Senior Secured Leverage Ratio ” shall mean the ratio of Senior Secured Debt to Adjusted EBITDA.

     “ 7 ¹ / 4 % Notes ” shall mean those certain unsecured 7 ¹ / 4 % senior notes due 2010 issued pursuant to that certain Indenture dated as of May 27, 2003 between Exterran and The Bank of New York, as amended, modified, supplemented or restated from time to time.

     “ 7 ¹ / 2 % Notes ” shall mean those certain unsecured 7 ¹ / 2 % senior notes due 2013 issued pursuant to that certain Senior Indenture dated as of December 15, 2003 between Hanover, Exterran Energy Solutions, L.P. (formerly Hanover Compression Limited Partnership) and Wachovia, as amended, modified, supplemented of restated from time to time.

     “ SG&A Expense ” shall mean the selling, general and administrative expenses of the US Borrower and its Consolidated Subsidiaries determined in accordance with GAAP.

     “ Significant Canadian Subsidiary ” shall mean each Canadian Subsidiary of the US Borrower (other than the Canadian Borrower) with domestic gross assets in Canada, excluding the value of the Equity Interests of all of its Subsidiaries and any intercompany Debt owed to such Canadian Subsidiary, exceeding $50,000,000 as of the most recent fiscal year end for which financial statements are available. If the domestic gross asset value in Canada of the Canadian Subsidiaries, excluding the value of the Equity Interests of all of its Subsidiaries and any intercompany Debt owed to such Subsidiaries, that are not Canadian Guarantors exceeds $75,000,000 in the aggregate as of the most recent fiscal year end for which financial statements are available, those Canadian Subsidiaries holding a majority of those assets shall each be a Significant Canadian Subsidiary; provided that any Canadian Subsidiary that guarantees any Debt in excess of $50,000,000 shall be deemed a Significant Canadian Subsidiary. Notwithstanding the foregoing to the contrary, the Canadian Borrower shall be excluded from the application of this definition of a Significant Canadian Subsidiary.

     “ Significant Domestic Subsidiary ” shall mean UCI MLP LP LLC so long as its domestic gross assets in the US, including the value of the Equity Interests of all of its Subsidiaries and any intercompany Debt owed to UCI MLP LP LLC exceeds $50,000,000 as of the most recent fiscal year end for which financial statements are available and each US Domestic Subsidiary of the US Borrower with domestic gross assets in the US, excluding the value of the Equity Interests of all of its Subsidiaries and any intercompany Debt owed to such US Domestic Subsidiary, exceeding $50,000,000 as of the most recent fiscal year end for which financial statements are available. If the domestic gross asset value in the US of the Domestic Subsidiaries, excluding the value of the Equity Interests of all of its Subsidiaries and any intercompany Debt owed to such Subsidiaries, that are not Subsidiary Guarantors exceeds $75,000,000 in the aggregate as of the most recent fiscal year end for which financial statements are available, those Domestic Subsidiaries holding a majority of those assets shall each be a Significant Domestic Subsidiary; provided that any Domestic Subsidiary that guarantees any Debt in excess of $50,000,000 shall be deemed a Significant Domestic Subsidiary. Notwithstanding the foregoing to the contrary, the General Partner and any Subsidiary involved in or created in connection with or as a requirement of and still used in connection with or subject to the ABS Facility shall be excluded from the application of this definition of a Significant Domestic Subsidiary.

     “ Significant Foreign Subsidiary ” shall mean any Foreign Subsidiary (other than Significant Canadian Subsidiaries) with gross assets, excluding the value of the Equity Interests of all of its Subsidiaries and any intercompany Debt owed to such Subsidiaries, exceeding $50,000,000 as of the most recent fiscal year end for which financial statements are available.

     “ Significant Subsidiaries ” shall mean collectively, the Significant Canadian Subsidiaries and the Significant Domestic Subsidiaries.

     “ Special Entity ” shall mean any joint venture, limited liability company or partnership, general or limited partnership or any other type of partnership or company (other than a corporation) in which the US Borrower or one or more of its other Subsidiaries is a member, owner, partner or joint venturer and owns, directly or indirectly, at least a majority of the equity of such entity or controls such entity, but excluding any tax partnerships that are not classified as partnerships under state law. For purposes of this definition, any Person which owns directly or indirectly an equity investment in another Person which allows the first Person to manage or elect managers who manage the normal activities of such second Person will be deemed to “control” such second Person ( e.g. a sole general partner controls a limited partnership).

     “ Subordinated Units ” shall have the meaning assigned such term in the EPLP Partnership Agreement.

     “ Subsidiary ” shall mean (a) any Person of which at least a majority of the outstanding Equity Interests having by the terms thereof ordinary voting power to elect a majority of the board of directors of such Person (irrespective of whether or not at the time Equity Interests of any other class or classes of such Person shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by the US Borrower or one or more of its Subsidiaries and (b) any Special Entity.

     “ Subsidiary EBITDA ” shall mean, for (a) UCI MLP LP LLC, UCI GP LP LLC, the General Partner and UCO GP, LLC for any period, the aggregate EBITDA of such Restricted Subsidiaries, or (b) any Unrestricted Subsidiary for any period, (i) EBITDA of such Unrestricted Subsidiary or (ii) to the extent that Consolidated Net Income for such Unrestricted Subsidiary is not available, the gross revenues of such Unrestricted Subsidiary for such period less (A) the cost of sales (excluding depreciation expenses to the extent such expenses were deducted) associated with such gross revenues and (B) a consolidated SG&A Expense allocated pro rata based on such gross revenues.

     “ Subsidiary Guarantors ” shall mean collectively, the Significant Domestic Subsidiaries and the Significant Canadian Subsidiaries required to execute a guaranty agreement pursuant to Section 9.07 , excluding any ABS Subsidiary.

     “ Support Letter of Credit ” shall mean an irrevocable standby letter of credit issued by a bank or other financial institution having upon issuance a senior unsecured long-term debt rating of (a) A- or better from S&P, or (b) A3 or better from Moody’s.

     “ Swingline Exposure ” shall mean, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any US Tranche

Revolving Lender at any time shall be its Percentage Share of the total Swingline Exposure at such time.

     “ Swingline Lender ” shall mean Wachovia, in its capacity as lender of Swingline Loans hereunder.

     “ Swingline Loan ” shall mean a Loan made pursuant to Section 2.01(a)(vi) .

     “ Taxes ” shall have the meaning assigned such term in Section 4.06(a) .

     “ Term ” shall mean with respect to Bankers’ Acceptances and BA Equivalent Loans, the number of days from the Acceptance Date up to but not including the BA Maturity Date.

     “ Term Commitment ” shall mean, with respect to each Term Loan Lender, the commitment of such Term Loan Lender to make Term Loans pursuant to Sections 2.01(a)(iv) and 2.01(a)(v) , as such commitment may be (a) reduced or terminated from time to time pursuant to Sections 2.03(c) or 5.06 or ARTICLE XI , (b) increased from time to time pursuant to Section 2.03(a)(i) or (c) modified from time to time to reflect any Assignments permitted under Section 13.06(b) . The amount of each Term Loan Lender’s Term Commitment shall be the amount as agreed between the US Administrative Agent and such Lender and on file with the US Administrative Agent.

     “ Term Credit Exposure ” shall mean at any time, the aggregate Principal Amount of the Term Loans outstanding at such time. The Term Credit Exposure of any Term Loan Lender at any time shall be the aggregate Principal Amount of the Term Loans owed to such Lender at such time.

     “ Term Loan ” shall mean collectively, the Initial Term Loans and the Additional Term Loans.

     “ Term Loan Borrowing ” shall mean a Borrowing comprised of Term Loans.

     “ Term Loan Facility ” shall mean the Term Commitments and the Term Loans.

     “ Term Loan Lender ” shall mean a Lender with an outstanding Term Loan.

     “ Term Loan Maturity Date ” shall mean the earlier to occur of (a) the sixth anniversary of the Initial Funding Date, (b) the date that the Aggregate Term Commitments are sooner terminated pursuant to Section 2.03(c) or (c) the date that the Term Loans are accelerated pursuant to Section 11.02 .

     “ Term Loan Percentages ” shall mean with respect to any Term Loan Lender, the percentage set forth in the column titled “Term Loan Percentage” as agreed between the US Administrative Agent and such Lender and on file with the US Administrative Agent or in the Assignment pursuant to which such Term Loan Lender becomes a party hereto, as applicable.

     “ Term Notes ” shall mean Notes issued pursuant to Section 2.06 evidencing Loans under the Term Loan Facility.

     “ Term Tranche ” shall mean the Term Commitments and the Term Loans.

     “ Terminated Lender ” shall have the meaning assigned such term in Section 5.06(a) .

     “ Testing Period ” shall mean a single period consisting of the four consecutive fiscal quarters of the US Borrower then last ended (whether or not such quarters are all within the same fiscal year); provided , however , that if a particular provision of this Agreement indicates that a Testing Period shall be a different specified duration, such Testing Period shall consist of the particular fiscal quarter or quarters then last ended which are so indicated in such provision.

     “ Total Debt ” shall mean, at any time (without duplication), the sum of (a) 100% of the long-term debt of the US Borrower and its Restricted Subsidiaries reflected on the consolidated balance sheet of the US Borrower in accordance with GAAP, plus (b) any Debt that is not reflected on the consolidated balance sheet of the US Borrower and its Restricted Subsidiaries which has been used to finance assets that generate income included in EBITDA of the US Borrower and its Consolidated Subsidiaries, plus (c) the current portion of the debt set forth in (a) above, plus or minus (d) the mark to market obligations of the US Borrower and its Restricted Subsidiaries under the Hedging Agreements.

     “ Total Interest Expense ” shall mean, for any period, the total consolidated interest expense net of cash interest income of the US Borrower and its Restricted Subsidiaries for such period (including the cash equivalent of the interest expense associated with Capital Lease Obligations, but excluding (a) upfront fees paid in connection with this Agreement or the ABS Facility, (b) Debt or lease issuance costs, debt discounts or premiums, and other financing fees required to be amortized, (c) lease payments on any office equipment or real property, (d) any principal components paid on all lease payments and (e) gains, losses or other charges as a result of the early retirement of Debt). Total Interest Expense will be adjusted on a pro forma basis (reasonably acceptable to the US Administrative Agent) for individual acquisitions and divestitures in excess of $50,000,000, including projected synergies; provided , that Total Interest Expense will be deemed to be $30,500,000 for each of the fiscal quarters ending September 30, 2006, December 31, 2006, March 31, 2007 and June 30, 2007. Total Interest Expense attributable to Debt of the US Borrower and its Restricted Subsidiaries for the fiscal quarter ending September 30, 2007 shall be determined pro forma as if the Debt of the US Borrower and its Restricted Subsidiaries outstanding as of September 30, 2007 would have been outstanding the entire quarter.

     “ Total Leverage Ratio ” shall mean the ratio of Total Debt to Adjusted EBITDA.

     “ Tranches ” shall mean collectively, the Canadian Tranche, the US Tranche and the Term Tranche.

     “ Transfer ” shall mean to sell, lease, assign, exchange, convey or otherwise transfer.

     “ Transferred Subsidiary ” shall have the meaning assigned such term in Section 9.07(d)(ii) .

     “ Treasury Management Agreement ” shall mean any agreement governing the provision of treasury or cash management services, including deposit accounts, overdrafts, funds transfer,

automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services provided by a Lender or a Lender Affiliate.

     “ Type ” as to any Loan or Borrowing, its nature as a US Dollar Base Rate Loan or a US Dollar Base Rate Borrowing, a US Dollar LIBOR Loan or a US Dollar LIBO Rate Borrowing, a US Dollar LIBOR Reference Rate Loan or a US Dollar LIBOR Reference Rate Borrowing, a Canadian Prime Rate Loan or a Canadian Prime Rate Borrowing, a Bankers’ Acceptance or a BA Equivalent Loan, a Revolving Loan or Revolving Borrowing or a Term Loan or Term Loan Borrowing.

     “ Unrestricted Subsidiary ” shall mean EPLP and all of its Subsidiaries, the Subsidiaries set forth on Schedule 10.05 and any Subsidiary designated as an Unrestricted Subsidiary in accordance with Section 10.05 , and any of its Subsidiaries.

     “ US ” or “ United States ” shall mean the United States of America, its fifty states, and the District of Columbia.

     “ US Commitment Fee ” shall have the meaning assigned such term in Section 2.04(a)(i) .

     “ US Dollar Base Rate ” shall mean, with respect to any US Dollar Base Rate Borrowing, for any day, the higher of (a) the Federal Funds Rate for any such day plus 1/2 of 1% or (b) the US Prime Rate for such day. Each change in any interest rate provided for herein based upon the US Dollar Base Rate resulting from a change in the US Dollar Base Rate shall take effect at the time of such change in the US Dollar Base Rate.

     “ US Dollar Base Rate Loans ” shall mean Loans that bear interest at rates based upon the US Dollar Base Rate.

     “ US Dollar Equivalent ” shall mean, at any time of determination thereof, the amount of US Dollars involved which could be purchased with the applicable amount of the Alternate Currency involved computed at the spot rate of exchange as quoted or utilized by the US Administrative Agent on the date of determination thereof.

     “ US Dollar Equivalent Amount ” shall mean at any Borrowing, conversion or continuation date for any Canadian Tranche Loan, the amount of US Dollars into which such Canadian Tranche Loan may be converted at the Bank of Canada noon spot rate of exchange for such date in Toronto, Canada at approximately 12:00 noon Eastern time on such date. In addition, the “ US Dollar Equivalent Amount ” of all outstanding Canadian Tranche Loans may be calculated at any time in the sole discretion of the US Administrative Agent and shall equal the amount of US Dollars into which all outstanding Canadian Tranche Loans may be converted at the Bank of Canada noon spot rate of exchange for such date in Toronto, Canada at approximately 12:00 noon Eastern time on such date.

     “ US Dollar LIBO Rate ” shall mean, with respect to any US Dollar LIBO Rate Borrowing, a rate per annum (rounded upwards, if necessary, to nearest 1/100 of 1%) determined by the US Administrative Agent to be equal to the quotient of (a) US LIBOR for such Loan for

the Interest Period for such Loan divided by (b) 1 minus the Reserve Requirement for such Loan for such Interest Period.

     “ US Dollar LIBOR Loans ” shall mean Loans denominated in US Dollars that bear interest at a rate based upon the US Dollar LIBO Rate.

     “ US Dollar LIBOR Reference Rate ” means a rate of interest for Swingline Loans determined by reference to the US Dollar LIBO Rate for a one (1) month interest period that would be applicable for a Revolving Loan, as that rate may fluctuate in accordance with changes in the US Dollar LIBO Rate as determined on a day-to-day basis.

     “ US Dollar LIBOR Reference Rate Loans ” shall mean Loans denominated in US Dollars that bear interest at a rate based upon the US Dollar LIBOR Reference Rate.

     “ US Dollars ” and “ $ ” shall mean lawful money of the United States of America.

     “ US Lender ” shall mean a Lender who is either a US Tranche Revolving Lender or a Term Loan Lender.

     “ US LIBOR ” shall mean, with respect to any US Dollar LIBO Rate Borrowing for any Interest Period, the rate appearing on Page 3750 of Bridge’s Telerate Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “ US LIBOR ” with respect to such US Dollar LIBO Rate Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by leading reference banks in the London interbank market to the US Administrative Agent in immediately available funds at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period.

     “ US Prime Rate ” shall mean the rate of interest per annum publicly announced from time to time by Wachovia as its prime rate at its US Principal Office. Each change in the US Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

     “ US Principal Office ” shall mean the principal office of the US Administrative Agent, which on the date of this Agreement is located at 301 South College Street, Charlotte, North Carolina 28288.

     “ US Tranche ” shall mean the US Tranche Commitments, the US Tranche Loans, the LC Exposure and the Swingline Exposure.

     “ US Tranche Commitment ” shall mean with respect to each US Tranche Revolving Lender, the commitment of such US Tranche Revolving Lender to make US Tranche Loans

pursuant to Section 2.01(a)(i) , to acquire participations in Letters of Credit pursuant to Section 2.01(b) and to acquire participations in Swingline Loans pursuant to Section 2.01(a)(vi) , as such commitment may be (a) reduced or terminated from time to time pursuant to Sections 2.03(b) , 2.03(c) , or 5.06 or ARTICLE XI ,(b) increased from time to time pursuant to Section 2.03(a)(i) , or (c) modified from time to time to reflect any Assignments permitted under Section 13.06(b) ; provided , during a Canadian Allocation Period, the US Tranche Commitment of any US Tranche Revolving Lender that is or has a branch or Affiliate that is a Canadian Tranche Revolving Lender shall be reduced by the Canadian Allocated Commitment of such Canadian Tranche Revolving Lender. The initial amount of each US Tranche Revolving Lender’s US Tranche Commitment shall be the amount as agreed between the US Administrative Agent and such Lender and on file with the US Administrative Agent.

     “ US Tranche Credit Exposure ” shall mean at any time, the sum of the aggregate Principal Amount of the US Tranche Loans and LC Exposure outstanding at such time. The US Tranche Credit Exposure of any US Tranche Revolving Lender at any time shall be such US Tranche Revolving Lender’s US Tranche Percentage of the total US Tranche Credit Exposure at such time.

     “ US Tranche Loans ” shall mean the Revolving Loans pursuant to Sections 2.01(a)(i) and 2.01(a)(vi) . Each US Tranche Loan shall be either a US Dollar LIBOR Loan, US Dollar LIBOR Reference Rate Loan or a US Dollar Base Rate Loan.

     “ US Tranche Percentage ” shall mean:

     (a) at any time the US Tranche Commitments remain outstanding, a fraction (expressed as a percentage, carried out to the sixth decimal place), the numerator of which is the amount of the US Tranche Commitment of such US Tranche Revolving Lender at such time and the denominator of which is the amount of the Aggregate US Tranche Commitments at such time; and

     (b) upon the termination or expiration of the Aggregate Revolving Commitments, a fraction (expressed as a percentage, carried out to the sixth decimal place), the numerator of which is:

     the sum of

     (i) the outstanding amount of US Tranche Loans of such US Tranche Revolving Lender plus

     (ii) an amount equal to (A) the outstanding amount of US Tranche Loans of such US Tranche Revolving Lender, divided by (B) the outstanding amount of US Tranche Loans of all US Tranche Revolving Lenders, times (C) the LC Exposure, and

     the denominator of which is the US Tranche Credit Exposure; provided that if such calculation results in a number that is zero, then the US Tranche Percentage shall be deemed to be the most recent US Tranche Percentage immediately prior to the termination or expiration of the Aggregate Revolving Commitments.

The initial US Tranche Percentage of each US Tranche Revolving Lender is the percentage as agreed between the US Administrative Agent and such Lender and on file with the US Administrative Agent or in the Assignment pursuant to which such US Tranche Revolving Lender becomes a party hereto, as applicable.

     “ US Tranche Revolving Lender ” shall mean a Lender with a US Tranche Commitment or with outstanding US Tranche Credit Exposure.

     “ USA Patriot Act ” shall have the meaning assigned such in Section 7.13(a) .

     “ Wachovia ” shall mean Wachovia Bank, National Association and its successors.

     “ Wachovia Canada ” shall mean Wachovia Capital Finance Corporation (Canada) and its successors.

     “ Weighted Average Life to Maturity ” shall mean, when applied to any Debt at any date, the number of years obtained by dividing (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (b) the then outstanding principal amount of such Debt.

     “ Withdrawal Liability ” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

     Section 1.03 Accounting Terms and Determinations . Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements, certificates and reports as to financial matters required to be furnished to the Administrative Agents or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the audited financial statements of the US Borrower and its Consolidated Subsidiaries referred to in Section 7.02 (except for changes concurred with by the US Borrower and its Consolidated Subsidiaries’ independent public accountants); provided that, if the US Borrower notifies the US Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP (including any Statement of Financial Accounting Standards) affecting the calculation of any financial covenant (or if the US Administrative Agent notifies the US Borrower that the Majority Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP affecting the calculation of any financial covenant, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

     Section 1.04 Terms Generally; Rules of Construction . The following terms which are defined in the Uniform Commercial Code in effect in the State of Texas on the date hereof are used herein as so defined: Accounts, Chattel Paper, Documents, Equipment, General Intangibles, Instruments and Inventory. All references in this Agreement to Exhibits, Schedules,

articles, sections, subsections and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. All references in this Agreement to any Person shall include a reference to such Person’s successors and assigns. Titles appearing at the beginning of any subdivisions are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivision. The words “this Agreement,” “this instrument,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including, without limitation,”. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.

ARTICLE II

Commitments

     Section 2.01 Loans and Letters of Credit .

     (a) Loans.

     (i) US Tranche Loans . Each US Tranche Revolving Lender severally agrees, on the terms and conditions of this Agreement, to make Revolving Loans to the US Borrower in US Dollars during the period from and including (A) the Initial Funding Date or (B) such later date that such Lender becomes a party to this Agreement as provided in Section 13.06(b) , to and up to, but excluding, the Revolving Loan Maturity Date in an aggregate Principal Amount at any one time outstanding up to, but not exceeding, the amount of such Lender’s US Tranche Commitment as then in effect, minus the LC Exposure of such Lender at such time. Subject to the terms of this Agreement, during the period from the Initial Funding Date to and up to, but excluding, the Revolving Loan Maturity Date, the US Borrower may borrow, repay and reborrow the amount described in this Section 2.01(a)(i) .

     (ii) Canadian Tranche Loans . Subject to Section 2.11 , during the period from and including (A) the Initial Funding Date or (B) such later date that such Lender becomes a party to this Agreement as provided in Section 13.06(b) , to and up to, but excluding, the Revolving Loan Maturity Date, each Canadian Tranche Revolving Lender severally agrees, on the terms and conditions of this Agreement, (1) to make Canadian Tranche Loans to the Canadian Borrower in Canadian Dollars or US Dollars at the election of the Canadian Borrower and (2) to accept and purchase Bankers’ Acceptances from (or, at the option of any Canadian Tranche Revolving Lender in accordance with Section 2.11(g) hereof, make BA Equivalent Loans in lieu of purchasing a Bankers’ Acceptance to) the Canadian Borrower. The Canadian Tranche Loans, if in US Dollars, will be either US Dollar LIBOR Loans or US Dollar Base Rate Loans and, if in Canadian Dollars, will be either Canadian Prime Rate Loans, Bankers’ Acceptances or BA Equivalent Loans. Each Canadian Tranche Revolving Lender’s Canadian Tranche Credit

Exposure shall not exceed the amount of such Lender’s Canadian Allocated Commitment as then in effect; provided , however , that the aggregate Principal Amount of all such Canadian Tranche Loans by all Canadian Tranche Revolving Lenders hereunder at any one time outstanding shall not exceed the Canadian Allocated Aggregate Commitments as then in effect. Within the foregoing limits, the Canadian Borrower may use the Canadian Allocated Aggregate Commitments by borrowing, repaying and (except for Bankers’ Acceptances and BA Equivalent Loans unless in accordance with Section 2.11(m) ) prepaying the Canadian Tranche Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.

     (iii)  Maximum Amount of Revolving Loans . The Combined Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitments at any time.

     (iv)  Initial Term Loans . Subject to the terms and conditions hereof, each Term Loan Lender severally agrees to make a senior secured amortizing term loan to the US Borrower on the Initial Funding Date in the Principal Amount of up to, but not exceeding, the amount of such Term Loan Lender’s Term Commitment. Once repaid or prepaid, Initial Term Loans may not be reborrowed.

     (v)  Additional Term Loans . Subject to the terms and conditions hereof and in the applicable Commitment Increase Certificate, each Additional Term Loan Lender in connection with such Commitment Increase severally agrees to make additional senior secured amortizing term loans (each, an “ Additional Term Loan ”, and collectively, the “ Additional Term Loans ”) to the US Borrower on the Additional Funding Date in the Principal Amount of up to, but not exceeding, the amount of such Additional Term Loan Lender’s Additional Term Loan Commitment as set forth in the applicable Commitment Increase Certificate. Once repaid or prepaid, Additional Term Loans may not be reborrowed.

     (vi)  Swingline Loans .

     A. Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the US Borrower from time to time during the period from and including the Initial Funding Date to and up to, but excluding, the Revolving Loan Maturity Date, in an aggregate Principal Amount at any time outstanding that will not result in (i) the aggregate Principal Amount of outstanding Swingline Loans exceeding $50,000,000, (ii) the sum of the Swingline Lender’s US Tranche Exposure exceeding its US Tranche Commitment, (iii) the aggregate US Tranche Credit Exposure exceeding the Aggregate US Tranche Commitments or (iv) the US Tranche Credit Exposure of any US Tranche Revolving Lender exceeding its US Tranche Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The US Borrower shall pay to the US Administrative Agent, for the account of the Swingline Lender or each US Tranche Revolving Lender, as applicable, pursuant to Section 2.01(a)(vi)(C) , the outstanding aggregate principal and accrued and unpaid interest under each Swingline Loan no later than fifteen (15) days following such Swingline

Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the US Borrower may borrow, prepay and reborrow Swingline Loans.

B. To request a Swingline Loan, the US Borrower shall notify the US Administrative Agent of such request by written notice (or telephonic notice promptly confirmed by such written notice) in the form of Exhibit B-1 , not later than 12:00 noon Eastern time on the date of the proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), Type and amount of the requested Swingline Loan. The US Administrative Agent will promptly advise the Swingline Lender of any such notice received from the US Borrower. The Swingline Lender shall make each Swingline Loan available to the US Borrower by means of a credit to the general deposit account of the US Borrower with the Swingline Lender by 3:00 p.m. Eastern time, on the requested date of such Swingline Loan.

C. The US Tranche Revolving Lenders shall participate in Swingline Loans according to their respective US Tranche Percentages. Upon any Swingline Borrowing, the US Administrative Agent shall give notice thereof to each US Tranche Revolving Lender, specifying in such notice their respective US Tranche Percentage of such Swingline Loan or Loans. Each US Tranche Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the US Administrative Agent, for the account of the Swingline Lender, such US Tranche Revolving Lender’s Percentage Share of such Swingline Loan or Loans. Each US Tranche Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each US Tranche Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02 with respect to Loans made by such US Tranche Revolving Lender (and Section 2.02 shall apply, mutatis mutandis , to the payment obligations of the US Tranche Revolving Lenders), and the US Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the US Tranche Revolving Lenders and shall distribute the payments received from the US Borrower to the Swingline Lender and US Tranche Revolving Lenders as their interests appear with respect to such Swingline Loans. The US Administrative Agent shall notify the US Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the US Borrower of any default in the payment thereof.

     (b) Letters of Credit . During the period from and including the Initial Funding Date to, but excluding, the 30th day prior to the Revolving Loan Maturity Date, the

Issuing Banks, as issuing bank for the US Tranche Revolving Lenders, agree to extend credit for the account of the US Borrower at any time and from time to time by issuing, renewing, extending or reissuing Letters of Credit; provided however , (A) the LC Exposure at any one time outstanding shall not exceed $500,000,000 and (B) after giving effect to the issuance, extension or renewal of any Letter of Credit, the US Tranche Credit Exposure of any Revolving Lender shall not exceed such Lender’s US Tranche Commitment then in effect. The US Tranche Revolving Lenders shall participate in such Letters of Credit according to their respective US Tranche Percentages. Each of the Letters of Credit shall (1) be issued by the Issuing Banks on a sight basis only, (2) contain such terms and provisions as are reasonably required by the applicable Issuing Bank, (3) be in the name of the US Borrower or its affiliates and (4) expire not later than five (5) Business Days before the Revolving Loan Maturity Date. The US Borrower may request that one or more Letters of Credit be issued in an Offshore Currency denomination as part of the LC Exposure. The aggregate US Dollar Equivalent of all Offshore Currency Letters of Credit, as of the issuance date of any such Offshore Currency Letter of Credit, shall not exceed $500,000,000. No Issuing Bank shall be obligated to issue an Offshore Currency Letter of Credit if such Issuing Bank has determined, in its sole discretion, that it is unable to fund obligations in the requested Offshore Currency; provided , however , the US Administrative Agent shall use its best efforts to locate suitable issuers if no Issuing Banks are able to fund obligations in the requested Offshore Currency. From and after the Initial Funding Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant to this Section 2.01(b) . The Existing Letters of Credit are described on Schedule 2.01(b) .

Notwithstanding anything to the contrary contained in this Agreement, including this Section 2.01(b) , the expiration date of one or more Letters of Credit may extend beyond the Revolving Loan Maturity Date; provided , however , it is hereby expressly agreed and understood that:

     (i) the aggregate face amount of all such Letters of Credit shall not at any time exceed $150,000,000;

     (ii) the expiration dates of such Letters of Credit shall not extend more than three (3) years beyond the Revolving Loan Maturity Date;

     (iii) the US Borrower shall, not later than five (5) Business Days prior to the Revolving Loan Maturity Date, deposit in an account with the US Administrative Agent, in the name of the US Administrative Agent for the benefit of the US Administrative Agent and the Issuing Banks, an amount in cash or one or more Support Letters of Credit equal to the aggregate face amount of all such Letters of Credit as of such date; provided that for all Offshore Currency Letters of Credit, the US Borrower shall deposit an amount in cash or one or more Support Letters of Credit equal to 110% of the aggregate face amount of all such Offshore Currency Letters of Credit and will have a continuing obligation to maintain in such account at least an amount in cash or one or more Support Letters of Credit equal to 110% of the aggregate face amount of all such Offshore Currency Letters of Credit based on the then US Dollar Equivalent, and the US Administrative Agent shall have exclusive dominion and control (including the exclusive right of withdrawal) over such account;

     (iv) if the Issuing Banks make any disbursement in connection with a Letter of Credit after the Revolving Loan Maturity Date, such disbursement shall be an advance on behalf of the US Borrower under this Agreement and shall be reimbursed to the Issuing Banks either (A) by the US Administrative Agent applying amounts in the cash collateral account or proceeds of any draw on any Support Letter of Credit referred to in clause (iii) above until reimbursed in full, or (B) by the US Borrower pursuant to Section 2.10 (except that the US Borrower shall not have the right to request that the US Tranche Revolving Lenders make, and the US Tranche Revolving Lenders shall not have any obligation to make, a Loan under this Agreement after the Revolving Loan Maturity Date to fund any such disbursement); and

     (v) all such disbursements referred to in clause (iv) of this Section 2.01(b) shall be secured only by the cash collateral and Support Letters of Credit referred to in clause (iii) of this Section 2.01(b) and the US Borrower hereby grants, and by each deposit of such cash collateral with the US Administrative Agent grant, to the US Administrative Agent a first-priority security interest in all such cash collateral, without any further action on the part of the Issuing Banks, the US Borrower, the US Administrative Agent, any US Tranche Revolving Lender or any other Person now or hereafter party hereto (other than any action the US Administrative Agent reasonably deems necessary to perfect such security interest, which action the US Borrower hereby authorizes the US Administrative Agent to take), until same are reimbursed in full.

If, on the later of the Revolving Loan Maturity Date or the Term Loan Maturity Date (A) the US Tranche Commitments have been terminated, (B) the Loans, all interest thereon and all other amounts payable by the Borrowers hereunder or in connection herewith (other than the LC Exposure in connection with any Letter of Credit having an expiration date extending beyond the Revolving Loan Maturity Date as permitted under Section 2.01(b) ) have been paid in full, and (C) the conditions set forth in clause (iii) above have been fully satisfied, then from and after such date the following provisions of this Agreement shall not be operative: Sections 9.01 (other than Section 9.01(a) , which shall remain operative), 9.02 , 9.03 , 9.04 , 9.07 , 9.08 , 9.09 , 9.10 , 10.01 , 10.02 , 10.03 , 10.04 , 10.05 , 10.06 , 10.07 , 10.08 , 10.09 , 10.10 , 10.11 , 10.12 , 10.13 , 10.14 , 10.15 and 10.16 .

If, after payment in full of all Indebtedness of the Borrowers under the Loan Documents (including without limitation, reimbursement obligations with respect to Letters of Credit) and the expiration or cancellation of all outstanding Letters of Credit, there remains any amount on deposit in the cash collateral account referred to in clause (iii) above, the US Administrative Agent shall, within three (3) Business Days after all such Indebtedness is paid in full and all outstanding Letters of Credit have expired or been cancelled, return such amount to the US Borrower.

     (c) Limitation on Types of Loans . Subject to the other terms and provisions of this Agreement, at the option of the US Borrower, the US Tranche Loans may be US Dollar Base Rate Loans or US Dollar LIBOR Loans and, US Dollar LIBOR Reference Rate Loans with respect to Swingline Loans, and at the option of the Canadian Borrower, the Canadian Tranche Loans may be Canadian Prime Rate Loans, Bankers’ Acceptances, BA Equivalent Loans, US Dollar Base Rate Loans or US Dollar LIBOR Loans; provided that, without the prior written

consent of the Majority Lenders, no more than ten (10) US Dollar LIBO Rate Borrowings and five (5) Bankers’ Acceptances or BA Equivalent Loans may be outstanding at any time with respect to the Revolving Credit Facility. Subject to the other terms and provisions of this Agreement, at the option of the US Borrower, the Term Loans may be US Dollar Base Rate Loans or US Dollar LIBOR Loans; provided that, without the prior written consent of the Majority Lenders, no more than ten (10) US Dollar LIBO Rate Borrowings may be outstanding at any time with respect to the Term Loan Facility.

Section 2.02 Borrowings, Continuations and Conversions, Letters of Credit .

          (a) Borrowings . Except as otherwise provided in Section 2.01(a)(iv) , the Borrowers shall give the US Administrative Agent (which shall promptly notify the Lenders including the Canadian Administrative Agent) advance notice as hereinafter provided of each Borrowing hereunder, which shall specify (i) the aggregate amount of such Borrowing, (ii) the Type (in each case stating the amounts and currency requested), (iii) the date (which shall be a Business Day) of the Loans to be borrowed, (iv) (in the case of US Dollar LIBOR Loans) the duration of the Interest Period therefor and (v) the location and number of the Requesting Borrower’s account. Notwithstanding the foregoing, all Borrowings by way of Bankers’ Acceptances and BA Equivalent Loans shall be made pursuant to Section 2.11 .

          (b) Minimum Amounts . Except as otherwise provided in Section 2.01(a)(iv) , all US Dollar Base Rate Borrowings, US Dollar LIBOR Reference Rate Borrowings and Canadian Prime Rate Borrowings shall be in amounts of at least $250,000 or with respect to any Revolving Borrowing, the remaining balance of the Aggregate US Tranche Commitments or the Canadian Allocated Aggregate Commitments, as applicable, if less, or the amount of a Borrowing to fund a Letter of Credit pursuant to Section 2.10(a) , if less, or any whole multiple of $250,000 in excess thereof, and all US Dollar LIBO Rate Borrowings shall be in amounts of at least $1,000,000 or the amount of a Borrowing to fund a Letter of Credit pursuant to Section 2.10(a) , if less, or any whole multiple of $500,000 in excess thereof.

          (c) Notices . Except as otherwise provided in Section 2.01(a)(iv) , the initial Borrowing and all subsequent Borrowings, continuations and conversions shall require advance written notice to the US Administrative Agent (which shall promptly notify the Lenders including the Canadian Administrative Agent) in the form of Exhibits B-1 and B-2 , as applicable (or telephonic notice promptly confirmed by such a written notice), which in each case shall be irrevocable, from the Requesting Borrower to be received by the US Administrative Agent not later than (i) 12:00 noon Eastern time on the date of each US Dollar Base Rate Borrowing, (ii) 12:00 noon Eastern time one (1) Business Day prior to the date of each Canadian Prime Rate Borrowing and (iii) three (3) Business Days prior to the date of each US Dollar LIBO Rate Borrowing, continuation or conversion. Without in any way limiting the Requesting Borrower’s obligation to confirm in writing any telephonic notice, the US Administrative Agent may act without liability upon the basis of telephonic notice believed by the US Administrative Agent in good faith to be from the Requesting Borrower prior to receipt of written confirmation. In each such case, the Requesting Borrower hereby waives the right to dispute the US Administrative Agent’s record of the terms of such telephonic notice except in the case of gross negligence or willful misconduct by the US Administrative Agent, its officers, employees, agents or representatives.

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     (d)  Continuation Options . Subject to the provisions made in this Section 2.02(d) , the Borrowers may elect to continue all or any part of any US Dollar LIBO Rate Borrowing beyond the expiration of the then current Interest Period relating thereto by giving advance notice as provided in Section 2.02(c) to the US Administrative Agent (which shall promptly notify the Lenders including the Canadian Administrative Agent) of such election, specifying the amount of such Borrowing to be continued and the Interest Period therefor. In the absence of such a timely and proper election, the Borrowers shall be deemed to have elected to convert such US Dollar LIBO Rate Borrowing to a US Dollar Base Rate Borrowing, pursuant to Section 2.02(e) . All or any part of any US Dollar LIBO Rate Borrowing may be continued as provided herein, provided that (i) any continuation of any such Borrowing shall be (as to each Borrowing as continued for an applicable Interest Period) in amounts of at least $1,000,000 or any whole multiple of $500,000 in excess thereof and (ii) no Default shall have occurred and be continuing. If a Default shall have occurred and be continuing, each US Dollar LIBO Rate Borrowing shall be converted to a US Dollar Base Rate Borrowing on the last day of the Interest Period applicable thereto.

     (e)  Conversion Options . The Borrowers may elect to convert all or any part of any US Dollar LIBO Rate Borrowing on the last day of the then current Interest Period relating thereto to (i) for the US Tranche or Term Tranche, a US Dollar Base Rate Borrowing and (ii) for the Canadian Tranche, a US Dollar Base Rate Borrowing, a Canadian Prime Rate Borrowing or (subject to Section 2.11 ) a Bankers’ Acceptance or BA Equivalent Loan Borrowing by giving advance notice to the US Administrative Agent (which shall promptly notify the Lenders including the Canadian Administrative Agent) of such election. Subject to the provisions made in this Section 2.02(e) , the Borrowers may elect to convert all or any part of any US Dollar Base Rate Borrowing at any time and from time to time to (A) for the US Tranche or Term Tranche, a US Dollar LIBO Rate Borrowing and (B) for the Canadian Tranche, a US Dollar LIBO Rate Borrowing, a Canadian Prime Rate Borrowing or (subject to Section 2.11 ) a Bankers’ Acceptance or BA Equivalent Loan Borrowing by giving advance notice as provided in Section 2.02(c) to the US Administrative Agent (which shall promptly notify the Lenders including the Canadian Administrative Agent) of such election. Subject to the provisions made in this Section 2.02(e) , the Canadian Borrower may elect to convert all or any part of any Canadian Prime Rate Borrowing at any time and from time to time to a US Dollar LIBO Rate Borrowing, a US Dollar Base Rate Borrowing or (subject to Section 2.11 ) a Bankers’ Acceptance or BA Equivalent Loan Borrowing by giving advance notice as provided in Section 2.02(c) to the US Administrative Agent (which shall promptly notify the Lenders including the Canadian Administrative Agent) of such election. All or any part of any outstanding Borrowing may be converted as provided herein, provided that (x) any conversion of any US Dollar Base Rate Borrowing into a US Dollar LIBO Rate Borrowing shall be (as to each such Borrowing into which there is a conversion for an applicable Interest Period) in amounts of at least $1,000,000 or any whole multiple of $500,000 in excess thereof and (y) no Default shall have occurred and be continuing. If a Default shall have occurred and be continuing, no US Dollar Base Rate Borrowing may be converted into a US Dollar LIBO Rate Borrowing.

     (f) Advances . Except as otherwise provided in Section 2.01(a)(iv) , not later than 1:00 p.m. Eastern time on the date specified for each Borrowing hereunder, each Applicable Lender shall make available the amount of the Loan to be made by it on such date to the Applicable Administrative Agent, to an account which such Administrative Agent shall specify,

in immediately available funds, for the account of the Requesting Borrower. The amounts so received by the Applicable Administrative Agent shall, subject to the terms and conditions of this Agreement, be made available to the Requesting Borrower by depositing the same, in immediately available funds, in an account of the Requesting Borrower, designated by such Borrower and maintained at its principal office.

          (g) Letters of Credit . The US Borrower shall submit to the US Administrative Agent and the Issuing Bank a Letter of Credit Application not later than 11:00 a.m. Eastern time, not less than three (3) Business Days prior to the proposed date of issuance (or such shorter period as may be agreed to by the US Administrative Agent and the applicable Issuing Bank) and the proposed date of amendment, renewal or extension (or such shorter period as may be agreed to by the US Administrative Agent and the Issuing Bank) of a Letter of Credit hereunder. Each Letter of Credit Application shall specify (i) the amount of such Letter of Credit, (ii) the date (which shall be a Business Day) such Letter of Credit is to be issued, amended, renewed or extended, (iii) the duration thereof, (iv) the name and address of the beneficiary thereof, (v) the form of the Letter of Credit, (vi) the name of the elected Issuing Bank and (vii) such other information as the US Administrative Agent and the applicable Issuing Bank may reasonably request, all of which shall be reasonably satisfactory to the US Administrative Agent and such Issuing Bank. Subject to the terms and conditions of this Agreement, on the date specified for the issuance, amendment, renewal or extension of a Letter of Credit, the Issuing Bank shall issue, amend, renew or extend such Letter of Credit to the beneficiary thereof. Promptly thereafter, the Issuing Bank shall notify the US Administrative Agent and the US Borrower, in writing, of such issuance, amendment, renewal or extension, and such notice shall be accompanied by a copy of such issuance, amendment, renewal or extension. Promptly after receipt of such notice, the US Administrative Agent shall notify each US Tranche Revolving Lender, in writing, of such issuance, amendment, renewal or extension and if any US Tranche Revolving Lender so requests, the US Administrative Agent shall provide such Lender with copies of such issuance, amendment, renewal or extension.

     Section 2.03 Changes of Commitments .

     (a) Optional Increases .

     (i) Subject to the conditions set forth in Section 2.03(a)(ii)(B) , Section 6.02 and Section 6.03 , the US Borrower may increase the Aggregate US Tranche Commitments and/or the Aggregate Term Commitments then in effect without the prior written consent of the Lenders (a “ Commitment Increase ”) by increasing the applicable commitment of an Applicable Lender or by causing a Person that at such time is not a Lender to become a Lender (an “ Additional Lender ”).

     (ii) The increase in the Aggregate US Tranche Commitments and/or the Aggregate Term Commitments shall be subject to the following additional conditions:

     A. all such increases shall not exceed $400,000,000 or such lesser amount as reduced pursuant to Sections 2.03(c)(i) and 2.03(c)(ii) for both the Aggregate US Tranche Commitments and the Aggregate Term Commitments combined;

     B. if the US Borrower elects to increase the Aggregate US Tranche Commitments and/or the Aggregate Term Commitments by increasing the applicable commitment of a Lender, the US Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 (a “ Commitment Increase Certificate ”);

     C. if the US Borrower elects to increase the Aggregate US Tranche Commitments and/or the Aggregate Term Commitments by causing an Additional Lender to become a party to this Agreement, then the US Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of the Commitment Increase Certificate and Exhibit H-2 (an “ Additional Lender Certificate ”), together with an administrative questionnaire, and the US Borrower shall, if requested by the Additional Lender, deliver a Note payable to the order of such Additional Lender in a Principal Amount equal to its US Tranche Commitment and/or Term Commitment, and otherwise duly completed; provided that such Additional Lender must be reasonably acceptable to the Administrative Agent and, with respect to the Aggregate US Tranche Commitments only, also the Issuing Banks;

     D. no Commitment Increase of the Aggregate US Tranche Commitments and/or Aggregate Term Commitments shall be made unless the conditions set forth in Section 6.03 shall be satisfied (or waived in accordance herewith);

     E. no Default or Event of Default shall have occurred and be continuing at the effective date of such increase (both before and after giving effect to such increase);

     F. on the effective date of such increase, no US Dollar LIBO Rate Borrowings shall be outstanding or if any US Dollar LIBO Rate Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such US Dollar LIBO Rate Borrowings unless the US Borrower pays compensation required by Section 5.05 ;

     G. no Lender’s US Tranche Commitment or Term Commitment may be increased without the consent of such Lender;

     H. any increase shall be not less than $50,000,000 (or, if less than $50,000,000, such increase shall be the remaining amount of the permitted Commitment Increases pursuant to clause (A) above) and shall be in a whole multiple of $10,000,000 in excess thereof; and

     I. any Commitment Increase when combined with all previous Commitment Increases exceeding $200,000,000 in the aggregate shall only be available to the extent of the excess of $400,000,000 or such lesser amount as reduced pursuant to Sections 2.03(c)(i) and 2.03(c)(ii) over the sum of (A) the aggregate amount of the current and all previous Commitment Increases

and (B) any amount in excess of $800,000,000 outstanding or available under the ABS Facility Increase, and the US Administrative Agent is given satisfactory evidence of such reduction and repayment.

     (iii) Subject to the acceptance and recording thereof pursuant to Section 2.03(a)(iv) , from and after the effective date specified in the Commitment Increase Certificate or the Additional Lender Certificate (or if any US Dollar LIBO Rate Borrowings are outstanding, then the last day of the Interest Period in respect of such US Dollar LIBO Rate Borrowings, unless the US Borrower has paid compensation required by Section 5.05 ): (A) the amount of the Aggregate US Tranche Commitments and/or Aggregate Term Commitments shall be increased as set forth therein and (B) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall become a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, in connection with an increase of the Aggregate US Tranche Commitments, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Loans (and participation interests in Letters of Credit) of each of the other US Tranche Revolving Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale and agree to make such additional Loans) such that each Lender (including any Additional Lender, if applicable) shall hold its US Tranche Percentage of the outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate US Tranche Commitments. In connection with an increase of the Aggregate Term Commitments, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Term Loans of each of the other Term Loan Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale and agree to make such Additional Term Loans) such that each Lender (including any Additional Lender, if applicable) shall hold its Term Loan Percentage of the outstanding Term Loans after giving effect to the increase in the Aggregate Term Commitments.

     (iv) Upon its receipt of (A) a duly completed Commitment Increase Certificate or an Additional Lender Certificate, executed by the US Borrower and the Lender or the US Borrower and the Additional Lender party thereto, as applicable, (B) the processing and recording fee referred to in Section 13.06(b), (C) the administrative questionnaire referred to in Section 2.03(a)(ii)(C) , if applicable, (D) the other closing certificates and documentation as required by the Administrative Agent and (E) the written consent of the Administrative Agent and, if applicable, the Issuing Bank which will not be unreasonably withheld to such increase required by Section 2.03(a)(ii)(C), the Administrative Agent shall accept such Commitment Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 13.06(b) . No increase in the Aggregate US Tranche Commitments and/or the Aggregate Term Commitments shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.03(a)(iv) .

     (b) Optional Terminations and Reductions .

     (i) The US Borrower shall have the right to terminate or to reduce the amount of the Aggregate US Tranche Commitments at any time, or from time to time, upon not less than three (3) Business Days’ prior notice to the US Administrative Agent (which shall promptly notify the Lenders including the Canadian Administrative Agent) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which shall not be less than $1,000,000 or any whole multiple of $500,000 in excess thereof) and shall be irrevocable and effective only upon receipt by the US Administrative Agent; provided that any termination in full of the Aggregate US Tranche Commitments pursuant to this Section 2.03(b)(i) shall automatically terminate in full the Canadian Allocated Maximum Aggregate Commitments.

     (ii) The US Borrower shall have the right to allocate (or reallocate, if previously allocated) a portion of the Aggregate US Tranche Commitments as the Canadian Allocated Aggregate Commitments by notice to the US Administrative Agent; provided that (A) any such notice shall be received by the US Administrative Agent not later than 11:00 a.m. Eastern time ten (10) Business Days prior to the date such allocation or reallocation shall become effective which effective date may only occur six (6) times per calendar year, (B) any such allocation or reallocation shall be in an aggregate amount of $5,000,000 or any whole multiple in excess thereof and after giving effect thereto, the Canadian Allocated Aggregate Commitments shall not exceed the Canadian Allocated Maximum Aggregate Commitments, or shall be a reallocation to zero, (C) any outstanding US Tranche Loans will be reallocated according to the new US Tranche Percentages and if outstanding US Dollar LIBOR Loans are required to be terminated, the Borrowers shall pay any required amounts pursuant to Section 5.05 and Section 2.04(a) , and (D) the US Borrower shall not allocate or reallocate any portion of the Aggregate US Tranche Commitments if, after giving effect thereto and to any concurrent prepayments hereunder (x) the US Tranche Credit Exposure would exceed the Aggregate US Tranche Commitments, (y) the Canadian Tranche Credit Exposure would exceed the Canadian Allocated Aggregate Commitments and (z) any US Tranche Revolving Lender’s US Tranche Commitment would not equal or exceed its US Tranche Credit Exposure or any Canadian Tranche Revolving Lender’s Canadian Allocated Commitment would not equal or exceed its Canadian Tranche Credit Exposure. The allocation will be effected by reducing the US Tranche Commitment of each US Tranche Revolving Lender that is or has a branch or an Affiliate that is a Canadian Tranche Revolving Lender by the amount that its or its branch’s or Affiliate’s Canadian Allocated Commitment is increased. For any reallocation, its or its branch’s or Affiliate’s Canadian Allocated Commitment will be reduced by the amount that its US Tranche Commitment is increased. Any US Tranche Revolving Lender that is not or has no branch or Affiliate that is a Canadian Tranche Revolving Lender will not have its US Tranche Commitment affected. The US Administrative Agent will (a) promptly notify the Canadian Administrative Agent and the US Tranche Revolving Lenders and the Canadian Tranche Revolving Lenders of any such notice of allocation or reallocation of the Aggregate US Tranche Commitments and the amount of their respective Canadian Allocated Commitments, (b) prepare and provide to the Borrowers, the Canadian Administrative Agent and the other Lenders such documentation reflecting the new US Tranche Commitments and Canadian Allocated Commitments giving effect to such allocation or

reallocation and (c) notify all Lenders of the Aggregate US Tranche Commitments and Canadian Allocated Aggregate Commitments upon the effectiveness of such allocation or reallocation, which effectiveness shall require no vote or consent of any Lender.

     (iii) At any time during which no Canadian Allocation Period exists, the US Borrower may at such time permanently terminate their right to allocate a portion of the Aggregate US Tranche Commitments as the Canadian Allocated Aggregate Commitments, at which time (A) the obligations of the Canadian Borrower hereunder and each Guaranty Agreement – Canada pursuant to Section 9.07(b) and the Guaranty pursuant to ARTICLE XIV shall terminate in accordance with Section 9.07(d) , (B) all Collateral pursuant to Section 9.07(b) shall be released in accordance with Section 9.07(d) , (C) the Canadian Borrower shall cease to be a party to the Loan Documents and (D) thereafter no US Tranche Revolving Lender nor any Canadian Tranche Revolving Lender shall have any Canadian Allocated Commitment.

     (c)  Mandatory Terminations and Reductions .

     (i) Upon any sale of LP Units, Subordinated Units, IDRs or GP Interests pursuant to Section 10.14(i) , the Aggregate US Tranche Commitments and any unused Commitment Increases shall automatically reduce by an amount equal to the Commitment Reduction Amount, such amount to be set forth in reasonable detail in an officer’s certificate of the US Borrower delivered promptly or within five (5) Business Days after the effectiveness of such sale; provided , however that any sale of LP Units as a result of an over-allotment option pursuant to a public offering will not be considered a sale that would result in a reduction to the Aggregate US Tranche Commitments.

     (ii) Upon the due date of any mandatory prepayment (whether or not any Revolving Loans or LC Exposure are then outstanding) relating to a Transfer of Compression Assets pursuant to Section 10.14(c) , the Aggregate US Tranche Commitments and any unused Commitment Increases shall automatically reduce by an amount equal to the Commitment Reduction Amount, such amount to be set forth in reasonable detail in an officer’s certificate of the US Borrower delivered promptly or within five (5) Business Days after the effectiveness of such Transfer.

     (iii) Upon any sale of Compression Assets or Equity Interests pursuant to Section 10.14(d) , the Aggregate US Tranche Commitments shall automatically reduce by an amount equal to the Commitment Reduction Amount, such amount to be set forth in reasonable detail in an officer’s certificate of the US Borrower delivered promptly or within five (5) Business Days after the effectiveness of such sale.

     (iv) Upon the due date of any mandatory prepayment (whether or not any Revolving Loans or LC Exposure are then outstanding) relating to a sale of Property pursuant to Section 10.14(k) , the Aggregate US Tranche Commitments shall automatically reduce by an amount equal to the Commitment Reduction Amount, such amount to be set forth in reasonable detail in an officer’s certificate of the US Borrower delivered promptly or within five (5) Business Days after such due date of any mandatory

prepayment (whether or not any Revolving Loans or LC Exposure are then outstanding) relating) relating to such sale.

     (v) Reserved.

     (vi) The Aggregate US Tranche Commitments once terminated or reduced pursuant to Sections 2.03(b)(i), 2.03(c)(i) , 2.03(c)(ii) , 2.03(c)(iii) and 2.03(c)(iv) , respectively may not be reinstated except pursuant to Section 2.03(a) .

     (vii) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Loan Maturity Date. If at any time the Aggregate Revolving Commitments are terminated or reduced to zero, then the Revolving Commitments shall terminate on the effective date of such termination or reduction.

     (viii) (A) Each Term Loan Lender’s Term Commitment shall terminate in an amount equal to any Term Loan Borrowing on the date of such Term Loan Borrowing, (B) unless previously terminated, each Initial Term Commitments shall terminate on February 15, 2008 and (C) unless previously terminated, each Additional Term Loan Commitment shall terminate on the date specified in the applicable Commitment Increase Certificate.

Section 2.04 Fees .

     (a) Commitment Fees.

     (i) The US Borrower shall pay to the US Administrative Agent for the account of each US Tranche Revolving Lender and Term Loan Lender a commitment fee, which shall accrue at the Applicable Margin (a “ US Commitment Fee ”), on the daily average unused amount (after deducting any LC Exposure but before deducting any outstanding Swingline Loans) of each US Tranche Revolving Lender’s US Tranche Commitment or each Term Loan Lender’s Term Commitment, as applicable, for the period from and including the Initial Funding Date up to, but excluding, the Revolving Loan Maturity Date with respect to the Revolving Credit Facility and the Term Loan Maturity Date with respect to the Term Loan Facility.

     (ii) During a Canadian Allocation Period, in consideration of each Canadian Tranche Revolving Lender’s Canadian Allocated Commitment, the Canadian Borrower shall pay to the Canadian Administrative Agent in US Dollars for the account of each Canadian Tranche Revolving Lender a commitment fee, which shall accrue at the Applicable Margin (a “ Canadian Commitment Fee ”), on the daily average unused amount of each Canadian Tranche Revolving Lender’s Canadian Allocated Commitment for the Canadian Allocation Period.

     (iii) Accrued Commitment Fees shall be payable (A) quarterly in arrears on each Quarterly Date with respect to the Revolving Credit Facility and the Aggregate Term Commitments for the Initial Term Loans, (B) on the date of any reallocation of the Aggregate US Tranche Commitments under Section 2.03(b)(ii) with respect to the Revolving Credit Facility, (C) on the earlier of the date the Aggregate Revolving

Commitments are terminated or the Revolving Loan Maturity Date with respect to the Revolving Credit Facility and (D) on the date the Aggregate Term Commitments for the Initial Term Loans are terminated.

     (b) Letter of Credit Fees.

     (i) The US Borrower shall pay to the US Administrative Agent, for the account of each US Tranche Revolving Lender and the Issuing Banks, commissions for issuing the Letters of Credit on the daily outstanding amount of the maximum liability of the Issuing Banks existing from time to time under such Letter of Credit (including the US Dollar Equivalent of the face amount of the outstanding Offshore Currency Letter of Credit) (calculated separately for each Letter of Credit) at a rate equal to the Applicable Margin for US Dollar LIBOR Loans under the Revolving Credit Facility, in effect from time to time during the term of each Letter of Credit. Each Letter of Credit shall be deemed outstanding up to the available face amount of the Letter of Credit (including the US Dollar Equivalent of the face amount of the outstanding Offshore Currency Letter of Credit) until the Issuing Banks have received from the beneficiary a written cancellation authorization, in form and substance reasonably acceptable to the Issuing Banks or until the date the Letter of Credit expires by its terms. Such commissions are payable quarterly in arrears on each Quarterly Date and upon cancellation or expiration of each such Letter of Credit.

     (ii) In addition to the fees described in Section 2.04(b)(i) , the US Borrower shall pay to the applicable Issuing Bank, for such Issuing Bank’s account, 0.125% per annum of the amount of each Letter of Credit as a fronting fee. Such fronting fees are payable quarterly in arrears on each Quarterly Date.

     (iii) The US Borrower shall pay to the applicable Issuing Bank for its own account, upon each drawing or payment under, issuance of, or amendment to, any Letter of Credit, such amount as shall at the time of such event be the administrative charge and reasonable out-of-pocket expenses which such Issuing Bank or its Affiliate is generally imposing in connection with such occurrence with respect to letters of credit.

          (c) Other Fees . The US Borrower shall pay to the US Administrative Agent for its own account such other fees as are set forth in the Fee Letter on the dates specified therein to the extent not paid prior to the Initial Funding Date.

     Section 2.05 Several Obligations . The failure of any Lender to make any Loan to be made by it or to provide funds for disbursements or reimbursements under Letters of Credit on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan or provide funds on such date, but no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender or to provide funds to be provided by such other Lender.

     Section 2.06 Notes . Any Lender may request that the Loans made by it be evidenced by a Note. In such event, the Applicable Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender, substantially in the form of

Exhibit A-1 , with respect to Revolving Loans made to the US Borrower, Exhibit A-2 with respect to Revolving Loans made to the Canadian Borrower and Exhibit A-3 with respect to Term Loans, as applicable, dated (a) the Initial Funding Date or (b) the effective date of an Assignment pursuant to Section 13.06(b) , in a Principal Amount equal to its Percentage Share of the Aggregate US Tranche Commitments, Canadian Allocated Maximum Aggregate Commitments or Aggregate Term Commitments as the case may be, as originally in effect and otherwise duly completed and such substitute Notes as required by Section 13.06(b) ; provided that Notes requested in amounts less than $1,000,000 shall require the consent of the Applicable Borrower, such consent not to be unreasonably withheld or delayed. The date, amount, Type, interest rate and Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books and maintained in accordance with its usual practice. Failure to make such recordation shall not affect any Lender’s or any Borrower’s rights or obligations in respect of such Loans.

     Section 2.07 Prepayments .

          (a) Voluntary Prepayments . The Borrowers may prepay the US Dollar Base Rate Loans and the US Dollar LIBOR Reference Rate Loans and the Canadian Borrower may prepay the Canadian Prime Rate Loans, as applicable, upon the same Business Day’s prior notice to the US Administrative Agent (which shall promptly notify the Lenders, including the Canadian Administrative Agent), which notice shall specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be at least $1,000,000 or the remaining aggregate principal balance outstanding on the applicable Loans) and shall be irrevocable and effective only upon receipt by the US Administrative Agent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. The Borrowers may prepay US Dollar LIBOR Loans on the same conditions as for US Dollar Base Rate Loans (except that prior notice to the US Administrative Agent shall not be less than three (3) Business Days for US Dollar LIBOR Loans) and in addition such prepayments of US Dollar LIBOR Loans shall be subject to the terms of Section 5.05 and shall be in an amount equal to all of the US Dollar LIBOR Loans for the US Dollar LIBO Rate Borrowing prepaid. Any prepayments made to the Term Loans shall be applied to the first installment owed then inversely to the remaining installments owed pursuant to Section 3.01(b)(i) . Notwithstanding the foregoing and subject to Section 2.11(m) , the Canadian Borrower shall not be permitted to prepay any Bankers’ Acceptances or BA Equivalent Loans at any time.

          (b) Mandatory Prepayments.

     (i) If, after giving effect to any termination, reduction or allocation of the Aggregate US Tranche Commitments pursuant to Sections 2.03(b)(i) and 2.03(b)(ii) , (A) the US Tranche Credit Exposure exceeds the Aggregate US Tranche Commitments or (B) any US Tranche Revolving Lender’s US Tranche Credit Exposure exceeds its US Tranche Commitment, (1) the US Borrower shall prepay the US Tranche Loans on the date of such termination, reduction or allocation in an aggregate Principal Amount, together with interest on the Principal Amount paid accrued to the date of such prepayment, equal to the excess to be applied first to clause (A) above and then any remaining to clause (B) above for the applicable US Tranche Revolving Lender and (2) if any excess remains after prepaying all of the US Tranche Loans because of the LC

Exposure, the US Borrower shall pay to the US Administrative Agent on behalf of the Issuing Bank and the US Tranche Revolving Lenders an amount equal to the excess to be held as cash collateral as provided in Section 2.10(b) hereof.

     (ii) If, after giving effect to any reallocation of the Canadian Allocated Commitment pursuant to Section 2.03(b)(ii) or any termination or reduction pursuant to Section 2.03(b)(i) , (A) the outstanding aggregate Principal Amount of the Canadian Tranche Credit Exposure exceeds the Canadian Allocated Aggregate Commitments or (B) any Canadian Tranche Revolving Lender’s Canadian Tranche Credit Exposure exceeds its Canadian Allocated Commitment, the Canadian Borrower shall prepay the Canadian Tranche Loans (other than Bankers’ Acceptances and BA Equivalent Loans) on the date of such reallocation in an aggregate Principal Amount, together with interest on the Principal Amount paid accrued to the date of such prepayment equal to the excess to be applied first to clause (A) above and then any remaining to clause (B) above for the applicable Canadian Tranche Revolving Lender.

     (iii) Upon any Transfer of Compression Assets pursuant to Section 10.14(c) , the US Borrower shall prepay (or cause the Canadian Borrower to prepay in the case of Canadian Tranche Loans) in an aggregate Principal Amount equal to 50% of the Net Proceeds received in excess of $65,000,000 in any fiscal year or $200,000,000 on a cumulative basis, as applicable, from all such Transfers, together with interest on the Principal Amount paid accrued to the date of such prepayment, first to any Term Loans then outstanding (applied pro rata to the remaining installments owed), second, to any US Tranche Loans then outstanding, third, to any Canadian Tranche Loans then outstanding on the date of such sale, exchange or conveyance, and fourth, if any excess remains because of the LC Exposure, to the US Administrative Agent on behalf of the Issuing Bank and the US Tranche Revolving Lenders an amount equal to the excess to be held as cash collateral as provided in Section 2.10(b) hereof.

     (iv) Upon any sale of Equity Interests of any ABS Subsidiary or Compression Assets to the EPLP Group pursuant to Section 10.14(d) , the US Borrower shall prepay (or cause the Canadian Borrower to prepay in the case of Canadian Tranche Loans) in an aggregate Principal Amount equal to the cash consideration received and the assumed obligations in excess of 75% of the total consideration received for such sale, together with interest on the Principal Amount paid accrued to the date of such prepayment, first to any Term Loans then outstanding (applied pro rata to the remaining installments owed), second, to any US Tranche Loans then outstanding, third, to any Canadian Tranche Loans then outstanding on the date of such sale, exchange or conveyance, and fourth, if any excess remains because of the LC Exposure, to the US Administrative Agent on behalf of the Issuing Bank and the US Tranche Revolving Lenders an amount equal to the excess to be held as cash collateral as provided in Section 2.10(b) hereof.

     (v) Upon any sale of LP Units, Subordinated Units, IDRs or GP Interests pursuant to Section 10.14(i) , the US Borrower shall prepay (or cause the Canadian Borrower to prepay in the case of Canadian Tranche Loans) in an aggregate Principal Amount equal to 50% of the Net Proceeds from such sale, together with interest on the Principal Amount paid accrued to the date of such prepayment, first to any Term Loans

then outstanding (applied pro rata to the remaining installments owed), second, to any US Tranche Loans then outstanding, third, to any Canadian Tranche Loans then outstanding on the date of such sale, and fourth, if any excess remains because of the LC Exposure, to the US Administrative Agent on behalf of the Issuing Bank and the US Tranche Revolving Lenders an amount equal to the excess to be held as cash collateral as provided in Section 2.10(b) hereof.

     (vi) 365 days after any sale of Property pursuant to Section 10.14(k) , the US Borrower shall prepay (or cause the Canadian Borrower to prepay in the case of Canadian Tranche Loans) in an aggregate Principal Amount equal to the Net Proceeds received for such sale and not reinvested as provided in Section 10.14(k) together with interest on the Principal Amount paid accrued to the date of such prepayment, first to any Term Loans then outstanding (applied pro rata to the remaining installments owed), second, to any US Tranche Loans then outstanding, third, to any Canadian Tranche Loans then outstanding on the date of such sale, exchange or conveyance, and fourth, if any excess remains because of the LC Exposure, to the US Administrative Agent on behalf of the Issuing Bank and the US Tranche Revolving Lenders an amount equal to the excess to be held as cash collateral as provided in Section 2.10(b) hereof.

          (c) Generally . Prepayments permitted or required under this Section 2.07 shall be without premium or penalty, except as required under Section 5.05 for prepayment of US Dollar LIBOR Loans. Any prepayments on the Revolving Loans in accordance with Sections 2.07(a) and 2.07(b)(ii) may be reborrowed subject to the then effective Aggregate US Tranche Commitments and the Canadian Allocated Aggregate Commitments, as applicable. Any prepayments on any Revolving Loans in accordance with Sections 2.07(b)(i) , 2.07(b)(iii) , 2.07(b)(iv) , 2.07(b)(v) and 2.07(b)(vi) and any prepayments on any Term Loans may not be reborrowed. Notwithstanding Section 2.07(b) , any prepayments made if an Event of Default exists and is continuing shall be applied pari passu to the Aggregate Credit Exposure. In the event of a mandatory prepayment pursuant to this Section 2.07 which would cause Bankers’ Acceptances and BA Equivalent Notes to be prepaid but for the prohibition on prepayment contained herein, the US Administrative Agent shall deposit with the Canadian Administrative Agent an amount equal to the Principal Amount that would have been prepaid for such Bankers’ Acceptances and BA Equivalent Notes on behalf of the Canadian Tranche Revolving Lenders holding such Bankers’ Acceptances and BA Equivalent Notes to be held pursuant to the terms in Section 2.11(i) except that on the BA Maturity Date for such Bankers’ Acceptances and BA Equivalent Notes, the Canadian Administrative Agent shall apply such amounts against such Bankers’ Acceptances and BA Equivalent Notes.

     Section 2.08 Lending Offices . The Loans of each Type made by each Lender shall be made and maintained at such Lender’s Applicable Lending Office for Loans of such Type.

     Section 2.09 Assumption of Risks . The US Borrower assumes all risks of the acts or omissions of any beneficiary of any Letter of Credit or any transferee thereof with respect to its use of such Letter of Credit. Neither the Issuing Bank (except in the case of gross negligence or willful misconduct on the part of the Issuing Bank or any of its officers, employees, agents or representatives as determined by final and non appealable judgment of a court of competent jurisdiction), its correspondents nor any Lender shall be responsible for the validity, sufficiency

or genuineness of certificates or other documents or any endorsements thereon, even if such certificates or other documents should in fact prove to be invalid, insufficient, fraudulent or forged; for errors, omissions, interruptions or delays in transmissions or delivery of any messages by mail, telex, or otherwise, whether or not they be in code; for errors in translation or for errors in interpretation of technical terms; the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; the failure of any beneficiary or any transferee of any Letter of Credit to comply fully with conditions required in order to draw upon any Letter of Credit; or for any other consequences arising from causes beyond the Issuing Bank’s control or the control of the Issuing Bank’s correspondents. In addition, neither the Issuing Bank (except in the case of gross negligence or willful misconduct on the part of the Issuing Bank or any of its officers, employees, agents or representatives), the US Administrative Agent nor any Lender shall be responsible for any error, neglect, or default of any of the Issuing Bank’s correspondents; and none of the above shall affect, impair or prevent the vesting of any of the Issuing Bank’s, the US Administrative Agent’s or any Lender’s rights or powers hereunder, all of which rights shall be cumulative. The Issuing Bank and its correspondents may accept certificates or other documents that appear on their face to be in order, without responsibility for further investigation of any matter contained therein regardless of any notice or information to the contrary. In furtherance and not in limitation of the foregoing provisions, the US Borrower agrees that any action, inaction or omission taken or not taken by the Issuing Bank or by any correspondent for the Issuing Bank in good faith in connection with any Letter of Credit, or any related drafts, certificates, documents or instruments, shall be binding on the US Borrower and shall not put the Issuing Bank or its correspondents under any resulting liability to the US Borrower.

     Section 2.10 Obligation to Reimburse and to Prepay .

          (a) In connection with any Letter of Credit, the US Borrower may make funds available for disbursement by the Issuing Bank in connection with such Letter of Credit. In such cases, the Issuing Bank shall use such funds which the US Borrower has made available to fund such Letter of Credit. In addition, the US Borrower may give written instructions to the Issuing Bank and the US Administrative Agent to make a Loan under this Agreement to fund any Letters of Credit which may be drawn. In all such cases, the US Borrower shall give the appropriate notices required under this Agreement for a US Dollar Base Rate Loan, a US Dollar LIBOR Reference Rate Loan or a US Dollar LIBOR Loan. If a disbursement by the Issuing Bank is made under any Letter of Credit, in cases in which the US Borrower has not either provided its own funds to fund a draw on a Letter of Credit or given the US Administrative Agent prior notice for a Loan under this Agreement, then the US Borrower shall pay to the US Administrative Agent within two (2) Business Days after notice of any such disbursement is received by the US Borrower, the amount and, in the case of any Offshore Currency Letters of Credit, the US Dollar Equivalent determined on the date of such disbursement, of each such disbursement made by the Issuing Bank under the Letter of Credit (if such payment is not sooner effected as may be required under this Section 2.10 or under other provisions of the Letter of Credit), together with interest on the amount disbursed from and including the date of disbursement until payment in full of such disbursed amount at a varying rate per annum equal to (i) the then applicable interest rate for US Dollar Base Rate Loans through the second Business Day after notice of such disbursement is received by the US Borrower and (ii) thereafter, the

Post-Default Rate for US Dollar Base Rate Loans (but in no event to exceed the Highest Lawful Rate) for the period from and including the third Business Day following the date of such disbursement to and including the date of repayment in full of such disbursed amount. The obligations of the US Borrower under this Agreement with respect to each Letter of Credit shall be absolute, unconditional and irrevocable and shall be paid or performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever, including but only to the fullest extent permitted under applicable law, the following circumstances: (A) any lack of validity or enforceability of this Agreement, any Letter of Credit or any of the Security Instruments; (B) any amendment or waiver of (including any default), or any consent to departure from this Agreement (except to the extent permitted under any amendment or waiver), any Letter of Credit or any of the Security Instruments; (C) the existence of any claim, set-off, defense or other rights which the US Borrower may have at any time against the beneficiary of any Letter of Credit or any transferee of any Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Issuing Bank, the US Administrative Agent, any US Tranche Revolving Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the Security Instruments, the transactions contemplated hereby or any unrelated transaction; (D) any statement, certificate, draft, notice or any other document presented under any Letter of Credit proves to have been forged, fraudulent, insufficient or invalid in any respect or any statement therein proves to have been untrue or inaccurate in any respect whatsoever; (E) payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate which appears on its face to comply, but does not comply, with the terms of such Letter of Credit; and (F) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Notwithstanding anything in this Agreement to the contrary, the US Borrower will not be liable for payment or performance that results from the gross negligence or willful misconduct of the Issuing Bank or its officers, employees, agents or representatives, except where the US Borrower or any Restricted Subsidiary actually recovers the proceeds for itself or the Issuing Bank of any payment made by the Issuing Bank in connection with such gross negligence or willful misconduct.

     (b) In the event of the occurrence of any Event of Default, a payment or prepayment pursuant to Section 2.07(b) or the maturity of the Loans, whether by acceleration or otherwise, an amount equal to the LC Exposure, except for all Offshore Currency Letters of Credit which shall equal an amount equal to 110% of the aggregate face amount of all such Offshore Currency Letters of Credit based on the then US Dollar Equivalent, shall be deemed to be forthwith due and owing by the US Borrower to the Issuing Bank, the US Administrative Agent and the US Tranche Revolving Lenders as of the date of any such occurrence; and the US Borrower’s obligation to pay such amount (or provide one or more Support Letters of Credit in a face amount equal to such amount) shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit, and, to the fullest extent permitted under applicable law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment which the US Borrower may now or hereafter have against any such beneficiary, the Issuing Bank, the US Administrative Agent, the US Tranche Revolving Lenders or any other Person for any reason whatsoever. The US Borrower will have a continuing obligation to maintain in such account at least an amount in cash or one or more Support Letters

of Credit equal to 110% of the aggregate face amount of all such Offshore Currency Letters of Credit based on the then US Dollar Equivalent. Such payments shall be held by the US Administrative Agent, for the account of the Issuing Bank on behalf of the US Tranche Revolving Lenders, as collateral securing the LC Exposure in an account or accounts at the Principal Office; and the US Borrower hereby grants to, and by its deposit with the US Administrative Agent grants to, the US Administrative Agent a security interest in such collateral. In the event of any such payment by the US Borrower of amounts contingently owing under outstanding Letters of Credit and in the event that thereafter drafts or other demands for payment complying with the terms of such Letters of Credit are not made prior to the respective expiration dates thereof, the US Administrative Agent agrees, if no Event of Default has occurred and is continuing or if no other amounts are outstanding under this Agreement, the Loans or the Security Instruments, to (i) remit to the US Borrower (A) such amounts for which the contingent obligations evidenced by the Letters of Credit have ceased and (B) amounts on deposit as cash collateral for Letters of Credit and (ii) cancel and return any outstanding Support Letters of Credit issued in connection therewith.

     (c) Each US Tranche Revolving Lender severally and unconditionally agrees that it shall promptly reimburse the US Administrative Agent, for the account of the Issuing Bank, in US Dollars an amount equal to such Lender’s participation in any Letter of Credit as provided in Section 2.01(b) of any disbursement made by the Issuing Bank under any Letter of Credit that is not reimbursed according to this Section 2.10 (other than with respect to disbursements described in the second paragraph of Section 2.10(a) ), and such obligation to reimburse is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Aggregate Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If the US Borrower fails to make such payment when due, the US Administrative Agent shall notify each US Tranche Revolving Lender of the applicable disbursement, the payment then due from the US Borrower in respect thereof and such Lender’s applicable percentage thereof. Promptly following receipt of such notice, each US Tranche Revolving Lender shall pay to the US Administrative Agent its applicable percentage of the payment then due from the US Borrower, in the same manner as provided in Section 2.02(f) with respect to Loans made by such Lender (and Section 2.02(f) shall apply, mutatis mutandis , to the payment obligations of the US Tranche Revolving Lenders), and the US Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the US Tranche Revolving Lenders. Promptly following receipt by the US Administrative Agent of any payment from the US Borrower pursuant to this paragraph, the US Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that US Tranche Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such US Tranche Revolving Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any disbursement shall not constitute a Loan and shall not relieve the US Borrower of its obligation to reimburse such disbursement.

If no Event of Default has occurred and is continuing, and subject to availability under the Aggregate Revolving Commitments (after reduction for the LC Exposure), to the extent the US Borrower has not reimbursed the Issuing Bank for any drawn upon Letter of Credit within one

(1) Business Day after notice of such disbursement has been received by the US Borrower, the amount of such Letter of Credit reimbursement obligation shall automatically be funded by the US Tranche Revolving Lenders as a Loan hereunder and used to pay such Letter of Credit reimbursement obligation in the percentages referenced in clause (c) above. If an Event of Default has occurred and is continuing, or if the funding of such Letter of Credit reimbursement obligation as a Loan would cause the aggregate amount of all Loans outstanding to exceed the Aggregate Revolving Commitments (after reduction for the LC Exposure), such Letter of Credit reimbursement obligation shall not be funded as a Loan, but instead shall accrue interest as provided in Section 2.10(a) and be subject to reimbursement under Section 2.10(c) .

     Section 2.11 Bankers’ Acceptances and BA Equivalent Loans .

          (a) Subject to the terms and conditions of this Agreement, the Canadian Allocated Commitments may be utilized, upon the request of the Canadian Borrower, in addition to Canadian Prime Rate Loans, US Dollar Base Rate Loans and US Dollar LIBOR Loans provided for by Section 2.01(a) , for the acceptance and purchase by the Canadian Tranche Revolving Lenders of Bankers’ Acceptances issued by the Canadian Borrower or the making of BA Equivalent Loans, provided that (i) in no event shall the US Dollar Equivalent Amount of the aggregate amount of the Canadian Prime Rate Loans, Bankers’ Acceptances and BA Equivalent Loans and the aggregate amount of the US Dollar Base Rate Loans and the US Dollar LIBOR Loans owing to the Canadian Tranche Revolving Lenders exceed the Canadian Allocated Aggregate Commitments, (ii) all Bankers’ Acceptances and BA Equivalent Notes shall have maturities which fall on a Business Day and are an integral multiple of thirty (30) days, and are not less than thirty (30) days or more than 180 days, from the Acceptance Date (and shall in no event mature on a date after the Revolving Loan Maturity Date) and (iii) in no event shall the face amount of any Borrowing by way of Bankers’ Acceptance or BA Equivalent Loan be less than C$1,000,000 and other than in multiples of C$100,000 for any amounts in excess thereof. Whenever the Canadian Borrower is required to furnish a notice to the Canadian Administrative Agent pursuant to the following additional provisions of this Section 2.11 , it shall give a copy of such notice to the US Administrative Agent.

          (b) To facilitate the acceptance of Bankers’ Acceptances and the issuance of BA Equivalent Notes under this Agreement, the Canadian Borrower shall, from time to time as required, provide to the Canadian Administrative Agent Drafts and BA Equivalent Notes duly executed and endorsed in blank by the Canadian Borrower in quantities sufficient for each Canadian Tranche Revolving Lender to fulfill its obligations hereunder. In addition, the Canadian Borrower hereby appoints each Canadian Tranche Revolving Lender as its attorney, with respect to Drafts and BA Equivalent Notes for which the Canadian Borrower has provided a Bankers’ Acceptance or BA Equivalent Loan notice:

     (i) to complete and sign on behalf of the Canadian Borrower, either manually or by facsimile or mechanical signature, the BA Equivalent Notes or the Drafts to create the Bankers’ Acceptances (with, in each Canadian Tranche Revolving Lender’s discretion, the inscription “This is a depository bill subject to the Depository Bills and Notes Act (Canada)”), as applicable;

     (ii) after the acceptance thereof by any Canadian Tranche Revolving Lender, to endorse on behalf of the Canadian Borrower, either manually or by facsimile or mechanical signature, such Bankers’ Acceptance or BA Equivalent Note in favor of the applicable purchaser or endorsee thereof including, in such Canadian Tranche Revolving Lender’s discretion, such Canadian Tranche Revolving Lender or a clearing house (as defined by the DBNA);

     (iii) to deliver such Bankers’ Acceptances (or such BA Equivalent Notes) to such purchaser or to deposit such Bankers’ Acceptances with such clearing house; and

     (iv) to comply with the procedures and requirements established from time to time by such Canadian Tranche Revolving Lender or such clearing house in respect of the delivery, transfer and collection of Drafts and Bankers’ Acceptances (or BA Equivalent Notes).

The Canadian Borrower recognizes and agrees that all Drafts, Bankers’ Acceptances and BA Equivalent Notes signed, endorsed, delivered or deposited on its behalf by a Canadian Tranche Revolving Lender shall bind the Canadian Borrower as fully and effectually as if signed in the handwriting of and duly issued, delivered or deposited by the proper signing officer of the Canadian Borrower. Each Canadian Tranche Revolving Lender is hereby authorized to accept such Drafts or issue such Bankers’ Acceptances endorsed in blank or issue BA Equivalent Notes in such face amounts as may be determined by such Canadian Tranche Revolving Lender in accordance with the terms of this Agreement, provided that the aggregate amount thereof is less than or equal to the aggregate amount of Bankers’ Acceptances required to be accepted by or BA Equivalent Loans made by such Canadian Tranche Revolving Lender. No Canadian Tranche Revolving Lender shall be responsible or liable for its failure to accept a Bankers’ Acceptance or make a BA Equivalent Loan if the cause of such failure is, in whole or in part, due to the failure of the Canadian Borrower to provide duly executed and endorsed Drafts or BA Equivalent Notes to the Canadian Administrative Agent on a timely basis, nor shall any Canadian Tranche Revolving Lender be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except loss or improper use arising by reason of the gross negligence or willful misconduct of such Canadian Tranche Revolving Lender, its officers, employees, agents or representatives. The Canadian Administrative Agent and each Canadian Tranche Revolving Lender shall exercise such care in the custody and safekeeping of Drafts and BA Equivalent Notes as it would exercise in the custody and safekeeping of similar property owned by it. Each Canadian Tranche Revolving Lender will, upon the request of the Canadian Borrower, promptly advise the Canadian Borrower of the number and designation, if any, of Drafts and BA Equivalent Notes then held by it for the Canadian Borrower. Each Canadian Tranche Revolving Lender shall maintain a record with respect to Drafts and Bankers’ Acceptances (A) received by it from the Canadian Administrative Agent in blank hereunder, (B) voided by it for any reason, (C) accepted by it hereunder, (D) purchased by it hereunder and (E) canceled at their respective maturities and of BA Equivalent Notes (1) received by it from the Canadian Administrative Agent in blank hereunder, (2) voided by it for any reason and (3) canceled at their respective maturities. Each Canadian Tranche Revolving Lender further agrees to retain such records in the manner and for the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Canadian Tranche Revolving Lender.

     (c) When the Canadian Borrower wishes to make a Borrowing by way of Bankers’ Acceptances or BA Equivalent Loans, the Canadian Borrower shall give the Administrative Agents a borrowing notice in the form of Exhibit B-2 with respect to the issuance of the Bankers’ Acceptances or BA Equivalent Notes by not later than 1:00 p.m. Eastern time, three (3) Business Days’ prior to the Acceptance Date. Each borrowing notice shall be irrevocable and binding on the Canadian Borrower. The Canadian Borrower shall indemnify each Canadian Tranche Revolving Lender against any loss or expense incurred by such Lender as a result of any failure by the Canadian Borrower to fulfill or honor before the date specified as the Acceptance Date, the applicable conditions set forth in ARTICLE VI , if, as a result of such failure the requested Bankers’ Acceptance or a BA Equivalent Loan is not made on such date. Unless otherwise agreed among the Administrative Agents and the Canadian Tranche Revolving Lenders, the aggregate amount of all Bankers’ Acceptances or BA Equivalent Notes issued on any Acceptance Date hereunder shall be accepted pro rata, subject to Section 2.11(g) , by all Canadian Tranche Revolving Lenders relative to their respective Canadian Tranche Percentage. Upon receipt of a borrowing notice, the Canadian Administrative Agent shall advise each Canadian Tranche Revolving Lender of the contents thereof. Upon the acceptance of a Bankers’ Acceptance or a BA Equivalent Note by a Canadian Tranche Revolving Lender, such Lender shall purchase such Bankers’ Acceptance from or make such BA Equivalent Loan to the Canadian Borrower and pay to the Canadian Administrative Agent not later than 12:00 noon Eastern time, on the day of such Borrowing, for the account of the Canadian Borrower, the amount of the BA Net Proceeds in respect of such Bankers’ Acceptance or BA Equivalent Loan.

     (d) On each day during the period commencing with the issuance by the Canadian Borrower of any Bankers’ Acceptance and until such BA Exposure shall have been paid by the Canadian Borrower, the Canadian Allocated Commitment of each Accepting Lender that is able to extend credit by way of Bankers’ Acceptances shall be deemed to be utilized for all purposes of this Agreement in an amount equal to the Principal Amount of such Bankers’ Acceptance. The Canadian Allocated Commitment of any Canadian Tranche Revolving Lender providing a BA Equivalent Loan rather than Bankers’ Acceptances shall be deemed utilized during this period in an amount equal to the Principal Amount of the BA Equivalent Note for such BA Equivalent Loan.

     (e) The Canadian Borrower agrees to pay on the BA Maturity Date for each Bankers’ Acceptance and BA Equivalent Note, to the Canadian Administrative Agent for account of each Accepting Lender, an amount equal to the Principal Amount of such Bankers’ Acceptance or BA Equivalent Note. The Canadian Borrower hereby waives presentment for payment of Bankers’ Acceptances or BA Equivalent Note by each Accepting Lender and any defense to payment of amounts due to an Accepting Lender in respect of a Bankers’ Acceptance or BA Equivalent Note which might exist by reason of such Bankers’ Acceptance or BA Equivalent Note being held at maturity by the Accepting Lender which accepted it and agree not to claim from such Lender any days of grace for the payment at maturity of Bankers’ Acceptances or BA Equivalent Notes.

     (f) If the Canadian Borrower fails to notify the Canadian Administrative Agent in writing not later than 1:00 p.m. Eastern time, on the Business Day prior to any BA Maturity Date that the Canadian Borrower intends to pay the Bankers’ Acceptances and BA Equivalent Loans due on such BA Maturity Date, or fails to make such payment, the Canadian

Borrower shall be deemed, for all purposes to have given the Canadian Administrative Agent notice of a borrowing of a Canadian Prime Rate Loan pursuant to Section 2.02(a) for an amount equal to the Principal Amount of such Bankers’ Acceptance and BA Equivalent Loan; provided that:

     (i) the BA Maturity Date for such Bankers’ Acceptances shall be considered to be the date of such Borrowing;

     (ii) the proceeds of such Canadian Prime Rate Loan shall be used to pay the Principal Amount of the Bankers’ Acceptance due on such BA Maturity Date;

     (iii) each Canadian Tranche Revolving Lender which has made a maturing BA Equivalent Loan (in accordance with Section 2.11(g) hereof) shall continue to extend credit to the Canadian Borrower (without further advance of funds to the Canadian Borrower) by way of a Canadian Prime Rate Loan in the Principal Amount equal to its maturing BA Equivalent Loan; and

     (iv) the Canadian Administrative Agent shall promptly and in any event within three (3) Business Days following the BA Maturity Date of such Bankers’ Acceptances and such BA Equivalent Loans, notify the Canadian Borrower in writing of the making of or converting to such Canadian Prime Rate Loan pursuant to this Section 2.11(f) .

     (g) If, in the sole judgment of a Canadian Tranche Revolving Lender, such Lender is unable, as a result of applicable law, customary market practice or otherwise, to extend credit by way of Bankers’ Acceptances in accordance with this Agreement, such Lender shall give notice to such effect to the Canadian Administrative Agent and the Canadian Borrower prior to 11:00 a.m. Eastern time, on the date of the requested credit extension (which notice may, if so stated therein, remain in effect with respect to subsequent requests for extension of credit by way of Bankers’ Acceptances until revoked by notice to the Administrative Agents and the Canadian Borrower) and shall make available to the Canadian Administrative Agent, in accordance with this Section 2.11 , prior to 2:00 p.m. Eastern time on the date of such requested credit extension, a BA Equivalent Loan in an amount equal to the BA Net Proceeds equivalent to such Lender’s Canadian Tranche Percentage of the total amount of credit requested to be extended by way of Bankers’ Acceptances.

     (h) It is the intention of the Canadian Administrative Agent, the Canadian Tranche Revolving Lenders, and the Canadian Borrower that, except to the extent a Canadian Tranche Revolving Lender advises otherwise, pursuant to the DBNA, all Bankers’ Acceptances accepted by the Canadian Tranche Revolving Lenders under this Agreement shall be issued in the form of a “depository bill” (as defined in the DBNA), deposited with the Canadian Depository for Securities Limited and made payable to CDS & Co.

     (i) If any Event of Default shall have occurred and be continuing, on the Business Day that the Canadian Borrower receives notice from the Canadian Tranche Revolving Lenders with BA Exposure representing greater than 66 ² / ₃ % of the total BA Exposure or, if the maturity of the Loans has been accelerated, from the Canadian Administrative Agent, the US Administrative Agent, or the Majority Lenders, demanding the deposit of cash collateral

pursuant to this paragraph, the Canadian Borrower shall deposit in an account with the Canadian Administrative Agent, in the name of the Canadian Administrative Agent and for the benefit of the Canadian Tranche Revolving Lenders with BA Exposure, an amount in cash equal to the total BA Exposure of the Canadian Borrower as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default described in Section 11.01(f) or Section 11.01(g) . Any such deposit shall be held by the Canadian Administrative Agent as collateral for the payment and performance of the obligations of the Canadian Borrower under this Agreement. The Canadian Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Canadian Administrative Agent and at the Canadian Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Canadian Administrative Agent for the satisfaction of the obligations of the Canadian Borrower with respect to the BA Exposure at any BA Maturity Date or, if the maturity of the Loans has been accelerated, be applied to satisfy other obligations of the Canadian Borrower under this Agreement (but subject to the consent of Canadian Tranche Revolving Lenders with BA Exposure representing greater than 50% of the total BA Exposure). If the Canadian Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Canadian Borrower within three (3) Business Days after all Events of Default have been cured or waived.

     (j) Drafts of the Canadian Borrower to be accepted as Bankers’ Acceptances and BA Equivalent Notes hereunder shall be duly executed on behalf of the Canadian Borrower. Notwithstanding that any person whose signature appears on any Bankers’ Acceptance or BA Equivalent Note as a signatory for the Canadian Borrower may no longer be an authorized signatory for the Canadian Borrower at the date of issuance of a Bankers’ Acceptance or advance of a BA Equivalent Loan, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance or advance, and any such Bankers’ Acceptance or BA Equivalent Note so signed shall be binding on the Canadian Borrower.

     (k) Each Canadian Tranche Revolving Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all Bankers’ Acceptances accepted and purchased by it.

     (l) If the Canadian Administrative Agent determines in good faith, which determination shall be final, conclusive and binding upon the Canadian Borrower, and so notifies the Canadian Borrower, that there does not exist at the applicable time a normal market in Canada for the purchase and sale of Bankers’ Acceptances, any right of the Canadian Borrower to require the Canadian Tranche Revolving Lenders to purchase Bankers’ Acceptances and BA Equivalent Notes under this Agreement shall be suspended until the Canadian Administrative Agent determines that such market does exist and gives notice thereof to the Canadian Borrower; and any outstanding borrowing notice requesting Bankers’ Acceptances shall be deemed to be a

borrowing notice requesting a Canadian Prime Rate Loan in the same aggregate Principal Amount.

          (m) Bankers’ Acceptances and BA Equivalent Notes may not be repaid prior to their respective BA Maturity Dates, unless the Canadian Borrower deposits cash with the Canadian Administrative Agent (for the benefit of the applicable Accepting Lenders) equal to the full Principal Amount at maturity of such Bankers’ Acceptances and/or BA Equivalent Notes, and concurrently delivers to the Canadian Administrative Agent a cash collateral agreement, supporting resolutions, certificates and opinions in form and substance satisfactory to the applicable Accepting Lenders as requested.

ARTICLE III

     Section 3.01 Repayment of Loans .

          (a) Revolving Loans . Except as otherwise provided in Section 2.01(a)(vi)(A) , on the Revolving Loan Maturity Date the Applicable Borrower shall pay to the Applicable Administrative Agent, for the account of each Applicable Lender, the outstanding aggregate principal and accrued and unpaid interest under the Revolving Loans.

          (b) Term Loans.

          (i) The US Borrower hereby unconditionally promises to pay to the US Administrative Agent for the account of each Term Loan Lender the Term Loans on the last Business Day of each March, June, September and December, as set forth below:

Payment Date		Principal Installment
September 2009		1.25% of the Maximum Term Loans Outstanding
December 2009		1.25% of the Maximum Term Loans Outstanding
March 2010		1.25% of the Maximum Term Loans Outstanding
June 2010		1.25% of the Maximum Term Loans Outstanding
September 2010		1.25% of the Maximum Term Loans Outstanding
December 2010		1.25% of the Maximum Term Loans Outstanding

Payment Date		Principal Installment
March 2011		1.25% of the Maximum Term Loans Outstanding
June 2011		1.25% of the Maximum Term Loans Outstanding
September 2011		2.50% of the Maximum Term Loans Outstanding
December 2011		2.50% of the Maximum Term Loans Outstanding
March 2012		2.50% of the Maximum Term Loans Outstanding
June 2012		2.50% of the Maximum Term Loans Outstanding
September 2012		20.00% of the Maximum Term Loans Outstanding
December 2012		20.00% of the Maximum Term Loans Outstanding
March 2013		20.00% of the Maximum Term Loans Outstanding
June 2013		20.00% of the Maximum Term Loans Outstanding

; provided that each prepayment of Term Loans pursuant to Section 2.07 shall be applied in the order contemplated by Section 2.07 and shall reduce the appropriate installments accordingly.

          (ii) If not sooner paid, the US Borrower shall pay to the US Administrative Agent, for the account of each Term Loan Lender, the outstanding aggregate principal and accrued and unpaid interest under the Term Loan on the Term Loan Maturity Date.

     Section 3.02 Interest .

          (a) Interest Rates . The Applicable Borrower shall pay to the Applicable Administrative Agent, for the account of each Applicable Lender, interest on the unpaid Principal Amount of each Loan made by such Lender for the period commencing on the date such Loan is made to, but excluding, the date such Loan shall be paid in full, at the following rates per annum:

     (i) with respect to the Revolving Credit Facility, if such a Loan (other than a Swingline Loan) is a US Dollar Base Rate Loan, the US Dollar Base Rate (as in effect from time to time) plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate;

     (ii) with respect to the Revolving Credit Facility, if such a Loan (other than a Swingline Loan) is a US Dollar LIBOR Loan, for each Interest Period relating thereto, the US Dollar LIBO Rate for such Loan plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate;

     (iii) with respect to the Revolving Credit Facility, if such a Loan is a Canadian Prime Rate Loan, the Canadian Prime Rate (as in effect from time to time) plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate;

     (iv) with respect to the Revolving Credit Facility, if such a Loan is a Swingline Loan, the US Dollar LIBOR Reference Rate (as in effect from time to time) plus the Applicable Margin for US Dollar LIBOR Reference Rate Loans, but in no event to exceed the Highest Lawful Rate;

     (v) with respect to the Term Loan Facility, if such a Loan is a US Dollar Base Rate Loan, the US Dollar Base Rate (as in effect from time to time) plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate; and

     (vi) with respect to the Term Loan Facility, if such a Loan is a US Dollar LIBOR Loan, for each Interest Period relating thereto, the US Dollar LIBO Rate for such Loan plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate.

     (b) Canadian Interest.

     (i) For purposes of disclosure under the Interest Act (Canada), where interest is calculated pursuant Section 3.02(a)(iii) at a rate based upon a 360, 365 or 366 day year, as the case may be, (the “ First Rate ”), it is hereby agreed that the rate or percentage of interest on a yearly basis is equivalent to such First Rate multiplied by the actual number of days in the year divided by 360, 365 or 366, as applicable.

     (ii) Notwithstanding the provisions of this Section 3.02 or any other provision of this Agreement, in no event shall the aggregate “interest” (as that term is defined in Section 347 of the Criminal Code (Canada)) exceed the effective annual rate of interest on the “credit advanced” (as