UNIVERSAL COMPRESSION HOLDINGS INC
LOAN AGREEMENT - DATED MAY 30, 2000
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>6
<FILENAME>ex10-3.txt
<DESCRIPTION>LOAN AGREEMENT - DATED MAY 30, 2000
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.3


                                 LOAN AGREEMENT

                                      among

                            WILMINGTON TRUST COMPANY,
                       Not In Its Individual Capacity but
                              solely as Trustee of
                      UNIVERSAL COMPRESSION TRUST (2000-1)
                            under the Trust Agreement
                            Dated as of May 25, 2000
                                   as Borrower

                              BANKERS TRUST COMPANY
                             as Administrative Agent

                              BANKERS TRUST COMPANY
                               as Collateral Agent

                                       and

                            THE LENDERS PARTY HERETO

                                   as Lenders



                            Dated as of May 30, 2000



<PAGE>   2

                                TABLE OF CONTENTS


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1.  INTERPRETATION................................................................................................1

         1.1.     Headings........................................................................................1
         1.2.     Time............................................................................................1
         1.3.     Construction....................................................................................1
         1.4.     Entire Agreement................................................................................1
         1.5.     Calculation of Interest, Fees, etc..............................................................1
         1.6.     Other Interpretive Provisions...................................................................1

2.  THE CREDITS...................................................................................................2

         2.1.     Lender Commitment...............................................................................2
         2.2.     Payment to Borrower.............................................................................2
         2.3.     Notes...........................................................................................2
         2.4.     Payments........................................................................................2
                  2.4.1.   Principal..............................................................................2
                  2.4.2.   Interest...............................................................................3
                  2.4.3.   Loan Availability Fee..................................................................3
                  2.4.4.   Overdue Rate...........................................................................3
                  2.4.5.   Payment Instructions...................................................................3
                  2.4.6.   Business Day Convention................................................................4
                  2.4.7.   Ratable Partial Prepayments............................................................4
         2.5.     Prepayments Limited.............................................................................4
         2.6.     Mandatory Prepayments...........................................................................4
                  2.6.1.   Event of Loss..........................................................................4
                  2.6.2.   Non-Completion of Equipment............................................................5
                  2.6.3.   Sale of Items of Equipment.............................................................5
                  2.6.4.   Other Termination of Lease Agreement...................................................5
         2.7.     Application of Prepayments......................................................................5

3.  CONDITIONS PRECEDENT..........................................................................................5

         3.1.     Conditions of Term Loans........................................................................5

4.  AFFIRMATIVE COVENANTS.........................................................................................5

         4.1.     Obligations.....................................................................................5
         4.2.     Enforcement.....................................................................................6
         4.3.     Defense.........................................................................................6
         4.4.     No Commingling of Funds.........................................................................6
         4.5.     Lessor Collateral...............................................................................6
         4.6.     Financial Information...........................................................................6
</TABLE>



                                       (i)
<PAGE>   3

<TABLE>
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         4.7.     Inspection......................................................................................7

5.  NEGATIVE COVENANTS............................................................................................7

         5.1.     Limitation on Liens.............................................................................7
         5.2.     Change of Name or Principal Office..............................................................7
         5.3.     No Amendments...................................................................................7
         5.4.     No Waiver of Default............................................................................7

6.  EVENTS OF DEFAULT.............................................................................................7

         6.1.     Loan Events of Default..........................................................................7
                  6.1.1.   Non-Payment............................................................................7
                  6.1.2.   Misleading Statements..................................................................8
                  6.1.3.   Breaches of Other Operative Documents..................................................8
                  6.1.4.   Insolvency Events......................................................................8
                  6.1.5.   Monetary Judgments.....................................................................8
                  6.1.6.   Non-Monetary Judgments.................................................................9
                  6.1.7.   Termination of the Trust...............................................................9
                  6.1.8.   Cross Default..........................................................................9
                  6.1.9.   Investment Company.....................................................................9
         6.2.     Remedies of Lenders.............................................................................9
                  6.2.1.   Rights in Collateral...................................................................9
                  6.2.2.   Acceleration...........................................................................9
                  6.2.3.   Delivery of Documents; Taking Possession of Collateral................................10
                  6.2.4.   Possession of Collateral..............................................................10
                  6.2.5.   Sale of Collateral....................................................................11
                  6.2.6.   Discharge.............................................................................11
                  6.2.7.   Appointment of Receiver...............................................................11
                  6.2.8.   Redemption............................................................................11
                  6.2.9.   Rights Cumulative; No Waiver..........................................................12
                  6.2.10.  Termination of Proceedings............................................................12
         6.3.     Rights Not Exclusive...........................................................................12

7.  MISCELLANEOUS................................................................................................13

         7.1.     Amendment or Waiver............................................................................13
         7.2.     Notices........................................................................................13
         7.3.     No Waiver; Cumulative Remedies.................................................................13
         7.4.     Payments Set Aside.............................................................................13
         7.5.     Assignments....................................................................................13
         7.6.     Set-off........................................................................................13
         7.7.     Execution and Effectiveness....................................................................14
         7.8.     Severability...................................................................................14
         7.9.     Acknowledgments................................................................................14
         7.10.    Concerning Lessor..............................................................................14
         7.11.    Further Assurances.............................................................................14
</TABLE>



                                      (ii)

<PAGE>   4

<TABLE>
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         7.12.    GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL.........................15
         7.13.    Survival of Agreement..........................................................................15
         7.14.    Domicile of Loans..............................................................................16
</TABLE>


         EXHIBIT A [Form of] Note
         EXHIBIT B [Form of] Assignment and Assumption Agreement


                                     (iii)
<PAGE>   5

                  THIS LOAN AGREEMENT (this "Agreement") is entered into as of
May 30, 2000 among WILMINGTON TRUST COMPANY, not in its individual capacity but
solely as Trustee of Universal Compression Trust (2000-1) under the Trust
Agreement dated as of May 25, 2000, as Borrower ("Borrower"), the several
lenders from time to time parties to this Agreement (collectively, the
"Lenders"), BANKERS TRUST COMPANY, as Collateral Agent ("Collateral Agent") and
BANKERS TRUST COMPANY, as Administrative Agent for the Lenders ("Administrative
Agent"). Capitalized terms used but not otherwise defined in this Agreement
shall have the respective meaning given to such terms in Appendix A attached to
the Participation Agreement dated as of May 30, 2000 (the "Participation
Agreement") among the Borrower, the Lenders, the Administrative Agent, the
Collateral Agent and the other parties thereto.

                                   WITNESSETH:

                  Borrower, Administrative Agent, Collateral Agent and Lenders
have agreed to enter into this Agreement pursuant to the terms and conditions of
the Participation Agreement.

                  NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained, the parties hereto agree as follows:

                  1. INTERPRETATION

                  1.1. Headings. Headings in this Agreement are for convenience
of reference only and are not part of the substance hereof.

                  1.2. Time. All references in this Agreement to a time of day
shall mean the time in New York City unless otherwise indicated.

                  1.3. Construction. This Agreement is the result of
arm's-length negotiations among, and has been reviewed by, each party hereto and
its counsel. Accordingly, this Agreement shall be deemed to be the product of
each of the parties hereto, and no ambiguity shall be construed in favor of or
against any party.

                  1.4. Entire Agreement. This Agreement and each of the other
Operative Documents, taken together, constitute and contain the entire agreement
of the parties hereto and supersede any and all prior agreements, negotiations,
correspondence, understandings and communications among the parties, whether
written or oral, respecting the subject matter hereof.

                  1.5. Calculation of Interest, Fees, etc. All calculations of
interest, fees and other amounts under this Agreement for any period shall
include the first day of such period and exclude the last day of such period.

                  1.6. Other Interpretive Provisions. References in this
Agreement to "Sections," "Schedules" and "Exhibits" are to sections, schedules
and exhibits herein and hereto unless otherwise indicated.


                                      -1-
<PAGE>   6

                  2. THE CREDITS

                  2.1. Lender Commitment. Subject to and upon the terms and
conditions set forth in this Agreement and the Participation Agreement during
the Commitment Period, each Lender agrees to make multiple, non-revolving loans
in accordance with Section 4.2 of the Participation Agreement, to Borrower in an
aggregate principal amount up to the amount of its Lender Commitment (each such
advance, a "Loan").

                  2.2. Payment to Borrower. The closing for each Loan shall
occur on a Funding Date. If the conditions precedent to a Lender's obligation to
make a Loan (as set forth in Section 3.2 of the Participation Agreement) are
satisfied or waived on or before 2:00 p.m. (New York time) on a Business Day,
each Lender shall make available to Borrower on the same Business Day the amount
of the Loan in immediately available funds. If the conditions precedent to a
Lender's obligation to make a Loan (as set forth in Section 3.2 of the
Participation Agreement) are not satisfied or waived until after 2:00 p.m. (New
York time) on a Business Day, each Lender shall make available to Borrower on
the next succeeding Business Day the amount of the Loan in immediately available
funds; provided, however, the Funding Date shall be deemed to be the previous
Business Day on which the funding was to have occurred. Amounts advanced by each
Lender hereunder shall be made by wire transfer on behalf of Borrower to Lessee
in immediately available funds at such bank or account maintained in the United
States as Lessee shall designate in writing to Administrative Agent no later
than 11:00 a.m. (New York) time on the Business Day preceding the proposed
Funding Date.

                  2.3. Notes. (a) All of the Loans made by each Lender shall be
evidenced by a single promissory note of Borrower in substantially the form of
Exhibit A hereto with the blanks and payment amounts appropriately completed in
conformity herewith (each, a "Note").

                  (b) The Note issued to each Lender shall (i) be executed by
Borrower, (ii) be payable to such Lender or registered assigns and be dated the
Closing Date, (iii) be in a stated principal amount equal to the Lender
Commitment of such Lender and be payable in the principal amount of the Loans
evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as
provided in the appropriate clause of Section 2.4.2, as the case may be, (vi) be
subject to mandatory repayment as provided in Section 2.6 and (vii) be entitled
to the benefits of this Agreement and the other Operative Documents.

                  (c) Each Lender will note on its internal records the amount
of each Loan made by it and each payment in respect thereof and will prior to
any transfer of any of its Notes endorse on the reverse side thereof the
outstanding principal amount of Loans evidenced thereby. Failure to make any
such notation shall not affect Borrower's obligations in respect of such Loans.

                  2.4. Payments.

                           2.4.1. Principal. Unless otherwise required to be
paid earlier under Section 2.7 or 7.2, the principal amount of the Loans shall
be payable on the Maturity Date.



                                      -2-
<PAGE>   7

                           2.4.2. Interest. Borrower agrees to pay to each
Lender on each Payment Date for a Loan interest in respect of the unpaid
principal amount of such Loan from the date the proceeds thereof are disbursed
to Borrower in accordance with Section 2.2 until the date on which such Loan
(together with accrued and unpaid interest thereon) is repaid in full (whether
on the Maturity Date, by acceleration or otherwise) at the Debt Rate calculated
for each day elapsed since the immediately preceding Payment Date, or in the
case of the first Payment Date for such Loan, since the Funding Date therefor as
follows:

                  DR x P x 1/D

                  where,

                  DR  =   the Applicable Debt Rate for such day;

                  P   =   the unpaid principal balance of such Loan on such
                          day; and

                  D   =   360 or, to the extent the Applicable Debt Rate is
                          based on the Alternate Rate, 365 or 366 days, as
                          applicable.

                           2.4.3. Loan Availability Fee. Borrower hereby agrees
to pay each Lender (other than a Defaulting Lender) on each Payment Date and on
the Basic Term Commencement Date an availability fee ("Loan Availability Fee")
during the Commitment Period, which fee shall be calculated for each day elapsed
since the immediately preceding Payment Date, or in the case of the first
Payment Date hereunder, since the date of the Participation Agreement as
follows:

                  AFR x LAC x 1/360

                  where,

                  AFR =   Availability Fee Rate for such date; and

                  LAC =   such Lender's Lender Available Commitment as of such
                          date.

                           2.4.4. Overdue Rate. Borrower shall pay to each
Lender interest on any part of the principal amount of such Lender's Loans and
interest thereon, if any, Loan Availability Fees and any other amount payable by
Borrower hereunder or under the Participation Agreement which shall not be paid
in full when due (whether at stated maturity, by acceleration or otherwise) on
demand for the period commencing on the due date thereof until the same is paid
in full at the Overdue Rate.

                           2.4.5. Payment Instructions. All payments to any
Lender hereunder or under the other Operative Documents shall be made without
defense, set-off or counterclaim to the Collateral Agent no later than 12:00
Noon (New York time) on the date when due and shall be made in lawful money of
the United States of America in immediately available funds to such account of
the Collateral Agent as the Collateral Agent may designate in a written notice
to Borrower, Lessee and Guarantor or such account as the Majority Lenders may
designate in a



                                      -3-
<PAGE>   8

written notice to Borrower, Lessee and Guarantor. All payments received after
12:00 Noon (New York time) shall be deemed received on the next Business Day.
The Administrative Agent shall determine the Lease Payment, Applicable Debt
Rates, the Applicable Equity Rates, the Availability Fee Rate, the Overdue Rate,
if any, the interest and principal, if any, due on the Loans, the Equity Return,
the Availability Fee, the Equity Availability Fee and Loan Availability Fee to
be due on each Payment Date and shall advise Borrower, Lessee and each Lender of
such amounts owed with respect thereto at least two (2) Business Days before
such Payment Date. No failure on the part of Administrative Agent to provide a
notice under this Section 2.4.5 shall release Borrower of any obligation to make
a payment in accordance herewith, provided however, no Loan Default shall occur
and no interest at the Overdue Rate shall accrue with respect to the non-payment
of any such payment until the later of the date such payment is due and the date
two (2) Business Days after such notice is given.

                           2.4.6. Business Day Convention. Unless otherwise
provided herein, any payment of principal or interest or Loan Availability fee
due in accordance with the terms hereof which is due on a date which is not a
LIBOR Banking Day shall be payable on the next succeeding LIBOR Banking Day,
unless such date falls in the next succeeding calendar month, in which case such
amounts shall be due on the immediately preceding LIBOR Banking Day and any
other payment due in accordance with the terms hereof which is due on a date
which is not a Business Day shall be payable on the next succeeding Business
Day.

                           2.4.7. Ratable Partial Prepayments. If the
Administrative Agent, the Collateral Agent or any Lender, whether by setoff or
otherwise, has payment made to it with respect to any portion of amounts owing
to it under the Operative Documents (other than Excepted Payments) in a greater
proportion than that received by the other parties, the party receiving the
greater proportion agrees, promptly upon written demand, to purchase for cash
without recourse or warranty a portion of the amounts owing such other party
under the Operative Documents so that after such purchase each party will hold
its ratable proportion of the amounts owed Lenders under the Operative
Documents; provided, however, that if all or any portion of such excess amount
is thereafter recovered from such party, such purchase shall be rescinded and
the purchase price restored to the extent of such recovery, but without
interest.

                  2.5. Prepayments Limited. No partial prepayment of the Loan
may be made except to the extent and in the manner expressly permitted by this
Agreement.

                  2.6. Mandatory Prepayments.

                           2.6.1. Event of Loss. In the event an Item of
Equipment shall suffer an Event of Loss and Lessee does not replace such Item in
accordance with clause (a) of Section 19.2 of the Lease Agreement, then on the
Casualty Loss Value Payment Date for such Item or Items Borrower shall prepay
and apply, and there shall become due and payable on the Casualty Loss Value
Payment Date for such Item, a principal amount of the Related Notes equal to the
Debt Component with respect to such Item of Equipment and all accrued and unpaid
interest thereon and related Breakage Cost, if any.



                                      -4-
<PAGE>   9

                           2.6.2. Non-Completion of Equipment. In the event
Lessee is obligated to purchase from Borrower any Item of Equipment in
accordance with Section 28.5 of the Lease Agreement, then on the first Business
Day after the Non-Completion Date therefor, Borrower shall prepay and apply, and
there shall become due and payable on such date, a principal amount of the
Related Notes equal to the Debt Component of such Item of Equipment all accrued
and unpaid interest thereon and related Breakage Costs, if any.

                           2.6.3. Sale of Items of Equipment. In the event that
Lessee exercises its option to acquire Borrower's rights and interests to and in
the Equipment pursuant to Section 28.4 of the Lease Agreement, on the Payment
Date on which such option is to be exercised, Borrower shall prepay and apply,
and there shall become due and payable on such Payment Date the entire principal
amount of the Notes, all accrued and unpaid interest thereon and related
Breakage Costs, if any.

                           2.6.4. Other Termination of Lease Agreement. If the
Lease Agreement is terminated with respect to any Item of Equipment on any date
other than the Termination Date therefor, Borrower shall prepay and apply, and
there shall become due and payable on such date a principal amount of the
Related Notes equal to the Debt Component of such Item of Equipment, all accrued
and unpaid interest thereon and related Breakage Costs, if any.

                  2.7. Application of Prepayments. The amount of any prepayment
received by any Lender pursuant to Section 2.6 shall be applied (i) first, to
the payment of Breakage Costs, if any, (ii) second, to the payment of interest
calculated at the Overdue Rate on all amounts owed to such Lender under the
Operative Documents and past due, if any, calculated from the dates due, to the
date of such prepayment, (iii) third, to the payment of accrued but unpaid Loan
Availability Fees and interest on all Loans made by Lender then due, if any, as
of the date of such prepayment, (iv) fourth, to the payment of any other amounts
then due to such Lender under the Operative Documents for accrued Taxes,
increased costs under Section 10 of the Participation Agreement and any other
amounts then due other than principal, and (v) fifth, to the payment of all
principal amounts then due to such Lender. No prepayment received by a Lender
shall increase such Lender's Lender Commitment.

                  3. CONDITIONS PRECEDENT

                  3.1. Conditions of Term Loans. The obligation of each Lender
to make its Loan hereunder is subject to the conditions precedent set forth in
Section 3.2 of the Participation Agreement.

                  4. AFFIRMATIVE COVENANTS

                  So long as any Loan or other Obligation shall remain unpaid or
unsatisfied:

                  4.1. Obligations. Borrower will faithfully abide by, perform
and discharge each and every obligation, covenant and agreement to be performed
by Borrower under the Operative Documents to which it is a party, and neither
the Administrative Agent nor the



                                      -5-
<PAGE>   10

Collateral Agent shall not be responsible for any of such obligations, covenants
or agreements under any circumstances.

                  4.2. Enforcement. At the request of the Administrative Agent,
Borrower will use its reasonable efforts to enforce or secure the performance of
each and every obligation, covenant, condition and agreement contained in the
Lease Agreement to be performed by Lessee.

                  4.3. Defense. Borrower, at the reasonable request of the
Collateral Agent, will appear in and defend every action or proceeding arising
under, growing out of or in any manner connected with the Lease Agreement or the
obligations, duties or liabilities thereunder of Borrower and Lessee.

                  4.4. No Commingling of Funds. If at any time during a Loan
Default or Loan Event of Default Borrower should receive any amounts payable by
Lessee under the Lease Agreement, or by Guarantor under the Participation
Agreement, or any other proceeds for or with respect to Lessor Collateral, it
will hold such amounts in trust for the Collateral Agent and not commingle such
amounts with any other amounts belonging to or held by Borrower, advise the
Collateral Agent of such receipt and promptly forward such amounts directly to
the Collateral Agent.

                  4.5. Lessor Collateral. Upon the occurrence and continuance of
any Loan Event of Default, Borrower will immediately upon receipt of all checks,
drafts, cash or other remittances in payment of any of its accounts, contract
rights or general intangible constituting part of Lessor Collateral, or in
payment for any Lessor Collateral sold, transferred, leased or otherwise
disposed of, or in payment or on account of its accounts, contracts, contract
rights, notes, drafts, acceptances, general intangibles, choses in action and
all other forms of obligation relating to any of Lessor Collateral so sold,
transferred or otherwise disposed of, deliver any such items to the Collateral
Agent accompanied by a remittance report in form supplied or approved by the
Collateral Agent, such items to be delivered to the Collateral Agent in the same
form received, endorsed or otherwise assigned by such Borrower where necessary
to permit collection of items and, regardless of the form of such endorsement,
Borrower hereby waives presentment, demand, notice of dishonor, protest and
notice of protest.

                  4.6. Financial Information. Borrower shall furnish to Lenders
or cause to be furnished to Lenders, as the case may be (i) the documents,
certificates and financial statements to be provided by Lessee pursuant to
Section 9.5 of the Participation Agreement, at the times set forth therein; (ii)
such other information regarding the condition or operations, financial or
otherwise, of Lessee, Guarantor or the Lessor Collateral as the Majority Lenders
may from time to time reasonably request and which Lessee or Guarantor is
obligated to provide to Borrower under the terms of the Operative Documents;
(iii) upon notice thereof, notice of the existence of any Lease Default or Lease
Event of Default; (iv) promptly upon receipt, copies of all notices, lists or
other written information received by Borrower from Lessee pursuant to the
Operative Documents; and (v) promptly upon receipt by Borrower, copies of all
notices, communications documents and agreements relating to the Lessor
Collateral.



                                      -6-
<PAGE>   11

                  4.7. Inspection. It shall allow or cause to allow any Person
acting on behalf of any Lender, the Administrative Agent or the Collateral Agent
(i) exercise on its behalf the inspection and examination rights set forth in
Section 16 of the Lease Agreement and in Section 9.5(b) of the Participation
Agreement and (ii) to visit, inspect and examine its books of record and
accounts of Borrower and to discuss with Borrower its affairs, finances and
accounts, in each case at such times and as often as any Lender, the
Administrative Agent or the Collateral Agent may reasonably request.

                  5. NEGATIVE COVENANTS

                  So long as any Loan or other obligation of Borrower to Lenders
shall remain unpaid or unsatisfied:

                  5.1. Limitation on Liens. Borrower shall not directly or
indirectly, make, create, incur, assume or suffer to exist any Lien (other than
Permitted Liens and Liens contemplated by the Operative Documents) upon or with
respect to any part of its property, assets or revenues whether now owned or
hereafter acquired, or assign or otherwise convey or encumber any existing or
future right to receive any income or payments (other than Permitted Liens and
Liens contemplated by the Operative Documents).

                  5.2. Change of Name or Principal Office. Borrower shall not
change its name, its principal place of business or its chief executive office
(as the last two phrases are used in the Uniform Commercial Code) without the
prior written consent of Administrative Agent which consent is not to be
unreasonably withheld.

                  5.3. No Amendments. It shall not amend, modify, consent to any
change to the terms or otherwise alter any of the Operative Documents in any
manner without the consent of the Majority Lenders.

                  5.4. No Waiver of Default. It shall not waive any Lease
Default or Lease Event of Default or breach any of its obligations under the
Lease Agreement without the consent of the Majority Lenders, and shall enforce
all of its rights under the Lease Agreement.

                  6. EVENTS OF DEFAULT

                  6.1. Loan Events of Default. The occurrence of any of the
following specified events (whatever the reason for such Loan Event of Default
and whether such event shall be voluntary or involuntary or come about or be
effected by operation of law or pursuant to or in compliance with any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body) shall constitute a "Loan Event of Default";

                           6.1.1. Non-Payment. Borrower fails to pay, (i) when
and as required to be paid herein, any amount of principal or interest of any
Loan or any Loan Availability Fee and such amount remains unpaid for three (3)
or more Business Days after the same is due and payable or (ii) any other fee or
any other amount payable hereunder or under the Participation Agreement and
default shall continue for ten (10) or more Business Days after receipt by
Borrower of written notice thereof from the Administrative Agent or any Lender;
or



                                      -7-
<PAGE>   12

                           6.1.2. Misleading Statements. Any representation or
warranty by Borrower made in any of the Operative Documents or in any
certificate delivered pursuant thereto shall prove to be untrue in any material
respect on the date as of which made; or

                           6.1.3. Breaches of Other Operative Documents.
Borrower fails to perform or observe any other covenant, condition or agreement
required to be performed or observed by Borrower by the terms of this Agreement
or any other Operative Document (other than those identified in Section 6.1.1.
above) and such failure shall continue unremedied for a period of thirty (30)
days after receipt by Borrower of written notice thereof from the Administrative
Agent or any Lender; or

                           6.1.4. Insolvency Events. (i) Borrower shall consent
to the appointment of or the taking of possession by a receiver, agent or
liquidator of itself or of a substantial part of its property, or Borrower shall
admit in writing its inability to pay its debts generally as they become due, or
does not pay its debts generally as they become due or shall make a general
assignment for the benefit of creditors, or Borrower shall file a voluntary
petition in bankruptcy or a voluntary petition or an answer seeking
reorganization, liquidation or other relief in a case under any bankruptcy laws
or other insolvency laws (as in effect at such time) or an answer admitting the
material allegations of a petition filed against it, or Borrower shall seek
relief by voluntary petition, answer or consent, under the provisions of any
other bankruptcy or other similar law providing for the reorganization or
winding-up of corporations (as in effect at such time) or Borrower shall seek an
agreement, composition, extension or adjustment with its creditors under such
laws, or Borrower shall adopt a resolution authorizing action in furtherance of
any of the foregoing and the petition is not controverted within 10 days; or
(ii) an order, judgment or decree shall be entered by any court of competent
jurisdiction (A) appointing, without the consent of Borrower, a receiver,
trustee or liquidator of such person or of any substantial part of its property,
or (B) sequestering any substantial part of the property of Borrower, or (C)
granting any other relief in respect of Borrower as a debtor under any
bankruptcy laws or other insolvency laws (as in effect at such time), and in
each case any such order, judgment or decree of appointment or sequestration
shall remain in force undismissed, unstayed and unvacated for a period of 60
days after the date of entry thereof; or (iii) a petition against Borrower in a
case under any bankruptcy laws or other insolvency laws (as in effect at such
time) is filed and not withdrawn or dismissed within 60 days thereafter, or if,
under the provisions of any law providing for reorganization or winding-up of
corporations which may apply to Borrower, any court of competent jurisdiction
assumes jurisdiction, custody or control of such person or of any substantial
part of its property and such jurisdiction, custody or control remains in force
unrelinquished, unstayed and unterminated for a period of 60 days; or

                           6.1.5. Monetary Judgments. One or more
non-interlocutory judgments, non-interlocutory orders, decrees or arbitration
awards is entered against Borrower involving in the aggregate a liability (to
the extent not covered by independent third-party insurance as to which the
insurer does not dispute coverage) as to any single or related series of
transactions, incidents or conditions, of $2,500,000 or more, and the same shall
remain unsatisfied, unvacated and unstayed pending appeal for a period of 30
days after the entry thereof, or any action shall be legally taken by a judgment
creditor to levy upon assets or properties of Borrower to enforce any such
judgment; or



                                      -8-
<PAGE>   13

                           6.1.6. Non-Monetary Judgments. Any non-monetary
judgment, order or decree is entered against Borrower which does or would
reasonably be expected to have a material adverse effect with respect to
Borrower, and there shall be any period of 30 consecutive days during which a
stay of enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect, or any action shall be legally taken by a
judgment creditor to levy upon assets or properties of Borrower to enforce any
such judgment; or

                           6.1.7. Termination of the Trust. The Trust created
pursuant to the Trust Agreement shall have been terminated; or

                           6.1.8. Cross Default. A Lease Event of Default shall
have occurred and be continuing; or

                           6.1.9. Investment Company. Borrower shall become an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended or the arrangements contemplated by the Operative Documents shall
require registration as an "investment company" within the meaning of such Act.

                  6.2. Remedies of Lenders.

                           6.2.1. Rights in Collateral. If a Loan Event of
Default shall have occurred and be continuing, then and in every such case the
Administrative Agent shall, upon written request by the Majority Lenders,
subject to Lessee's right of quiet enjoyment pursuant to Section 2 of the Lease
Agreement, exercise any or all of the rights and powers and pursue any and all
of the remedies pursuant to this Section 6.2.1, any and all remedies under the
other Security Documents, and any and all remedies available to a secured party
under the UCC or any other provision or law and, in the event such Loan Event of
Default is related to a Lease Event of Default, subject to Lessee's rights to
purchase the Items of Equipment pursuant to Section 24 of the Lease Agreement,
may take possession of all or any part of Lessor Collateral and may exclude
Borrower, and, subject to the terms of the Lease Agreement and any related
Sublease, Lessee, any sublessee and all Persons claiming under any of them
wholly or partly therefrom; provided, however, the Collateral Agent shall not
sell or re-lease the Equipment for a period of thirty (30) days after such Event
of Default during which time any Certificate Holder, the Administrative Agent,
the Collateral Agent and any Lender may remarket the Equipment.

                           6.2.2. Acceleration. If a Loan Event of Default
referred to in Section 6.1.4 shall have occurred or a Lease Event of Default of
the type referred to in clause (g) of Section 23 of the Lease Agreement thereof
shall have occurred, then and in every such case the accrued Loan Availability
Fees, the unpaid principal of each Loan, together with interest accrued but
unpaid thereon, Breakage Costs, if any, and all other amounts due to each Lender
shall, unless such Lender shall otherwise direct, immediately and without
further act become due and payable by Borrower to such Lender, without
presentment, demand, protest or notice, all of which are hereby waived. If any
other Loan Event of Default shall have occurred and be continuing, then and in
every such case, the Administrative Agent shall, upon written request by the
Majority Lenders, by written notice or notice to Borrower, declare all accrued
Loan Availability Fees and all Loans to be due and payable, whereupon the
accrued Loan Availability



                                      -9-
<PAGE>   14

Fees and unpaid principal of the Loans then outstanding, together with accrued
but unpaid interest thereon, Breakage Costs, if any, and all other amounts due
from Borrower to Lenders, shall immediately and without further act become due
and payable by Borrower to Lenders without presentment, demand, protest or other
notice, all of which are hereby waived.

                           6.2.3. Delivery of Documents; Taking Possession of
Collateral. Upon the occurrence of a Loan Event of Default, at the request of
the Administrative Agent, Borrower shall promptly execute and deliver to the
Collateral Agent such instruments of title and other documents as the
Administrative Agent may deem necessary or advisable to enable the Collateral
Agent or a representative designated by the Collateral Agent, at such time or
times and place or places as the Collateral Agent may specify, to obtain
possession of all or any part of Lessor Collateral to whose possession the
Collateral Agent shall at the time be entitled hereunder. If Borrower shall for
any reason fail to execute and deliver such instruments and documents after the
request by the Collateral Agent, the Collateral Agent may (a) obtain a judgment
conferring on the Collateral Agent the right to immediate possession and
requiring Borrower to execute and deliver such instruments and documents to the
Collateral Agent, to the entry of which judgment Borrower hereby specifically
consents, and (b) pursue all or part of such Lessor Collateral wherever it may
be found and may enter any of the premises of Lessee or Borrower wherever such
Lessor Collateral may be or is purported to be and search for such Lessor
Collateral and take possession of and remove such Lessor Collateral. All
expenses of obtaining such judgment or of pursuing, searching for and taking
such property shall, until paid, be secured by the Lien of this Agreement.

                           6.2.4. Possession of Collateral. Subject to the
proviso in Section 6.2.1, upon taking of possession pursuant hereto and at the
written request of the Administrative Agent, the Collateral Agent or a
representative designated by the Collateral Agent may, from time to time, at the
expense of Borrower, make all such expenditures for maintenance, insurance,
repairs, replacements and alterations to any of Lessor Collateral, as it may
deem appropriate and commercially reasonable. In such case, the Collateral Agent
or a representative of the Collateral Agent shall have the right (but not the
obligation) to maintain, use, operate, store, lease, control or manage Lessor
Collateral and to carry on the business and to exercise all rights and powers of
Borrower relating to Lessor Collateral, as the Administrative Agent shall deem
best, including the right to enter into any and all such agreements with respect
to the maintenance, use, operation, storage, leasing, control, management or
disposition of Lessor Collateral or any part thereof as the Administrative Agent
may determine; and the Collateral Agent shall be entitled to collect and receive
directly all tolls, rents (including Lease Payments, Availability Fees and
Supplemental Payments), revenues, issues, income, products and profits of Lessor
Collateral and every part thereof, without prejudice, however, to the right of
Lenders or the Collateral Agent under any provision of this Agreement to collect
and receive all cash held by, or required to be deposited with, Borrower
hereunder. Such tolls, rents (including Lease Payments, Availability Fees and
Supplemental Payments), revenues, issues, income, products and profits shall be
applied to pay the expenses of the use, operation, storage, leasing, control,
management or disposition of Lessor Collateral and of conducting the business
thereof, and of all maintenance, repairs, replacements, alterations, additions
and improvements, and to make all payments which the Collateral Agent may be
required or may elect to make, if any, for taxes, assessments, insurance or
other proper charges upon Lessor Collateral or any part thereof (including the



                                      -10-
<PAGE>   15

employment of engineers and accountants to examine, inspect and make reports
upon the properties and books and records of Borrower or Lessee), and all other
payments which the Collateral Agent may be required or authorized to make under
any provision of this Agreement, as well as just and reasonable compensation for
the services of the Collateral Agent, and of all Persons properly engaged and
employed by the Collateral Agent.

                           6.2.5. Sale of Collateral. Subject to the proviso in
Section 6.2.1, in addition, the Collateral Agent may, in accordance with the
written instructions of the Administrative Agent, sell, assign, transfer and
deliver the whole, or from time to time to the extent permitted by law, any part
of Lessor Collateral or any interest therein, at any private sale or public
auction with or without demand, advertisement or notice (except as herein
required or as may be required by law) of the date, time and place of sale and
any adjustment thereof for cash or credit or other property for immediate or
future delivery and for such price or prices and on such terms as the
Administrative Agent may determine, or as may be required by law. It is agreed
that ten (10) Business Days' notice to Borrower of the date, time and place (and
terms, in the case of a private sale) of any proposed sale by the Collateral
Agent of Lessor Collateral or any part thereof or interest therein is
reasonable. Each of the Collateral Agent and any Lender may be a purchaser of
Lessor Collateral or any part thereof or any interest therein at any sale
thereof, whether pursuant to foreclosure or power of sale or otherwise. In
accordance with the written instructions of the Administrative Agent, the
Collateral Agent may apply against the purchase price therefor all or part of
the amount then due under the Notes secured by such Lessor Collateral. The
Collateral Agent shall, upon any such purchase, acquire good title to the
property so purchased, to the extent permitted by Applicable Law, free of all
rights of redemption.

                           6.2.6. Discharge. Upon any sale of Lessor Collateral
or any part thereof or interest therein, whether pursuant to foreclosure or
power of sale or otherwise, the receipt of the purchase money by the official
making the sale by judicial proceeding or by the Collateral Agent shall be
sufficient discharge to the purchaser for the purchase money and neither such
official nor such purchaser shall be obliged to see to the application thereof.

                           6.2.7. Appointment of Receiver. If a Loan Event of
Default shall have occurred and be continuing, the Collateral Agent shall, as a
matter of right, be entitled to appoint a receiver or trustee or representative
(who may be the Collateral Agent or any successor or nominee thereof, or any
Lender appointed by the Collateral Agent) for all or any part of Lessor
Collateral, whether such receivership or agency or representation be incidental
to a proposed sale of Lessor Collateral or the taking of possession thereof, the
exercise of remedies under this Agreement or the Lease Agreement or otherwise,
and Borrower hereby consents to the appointment of such a receiver, trustee or
representative. Any receiver, trustee or representative appointed for all or any
part of Lessor Collateral shall be entitled to exercise all rights of the
Collateral Agent under this Agreement and the other Operative Documents to the
extent provided in such appointment and shall be entitled to exercise all the
powers and pursue all the remedies of the Collateral Agent hereunder with
respect to Lessor Collateral.

                           6.2.8. Redemption. Any sale of Lessor Collateral or
any part thereof or any interest therein, whether pursuant to foreclosure or
power of sale or otherwise hereunder, shall forever be a perpetual bar against
Borrower, after the expiration of the period, if any, during



                                      -11-
<PAGE>   16

which Borrower shall have the benefit of redemption laws which may not be waived
pursuant to Section 6.2.5. Subject to the provisions of this Agreement, Borrower
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any appraisement, valuation, stay or extension law
wherever enacted, nor at any time hereafter in force, in order to prevent or
hinder the enforcement of this Agreement or the execution of any power granted
herein to Lenders or the Collateral Agent, or the absolute sale of Lessor
Collateral, or any part thereof, or the possession thereof by any transfer at
any sale under this Section 6.2; and Borrower for itself and all who may claim
under it, so far as it or any of them now or thereafter lawfully do so, waives
all right to have Lessor Collateral marshaled upon any foreclosure hereof, and
agrees that any court having jurisdiction to foreclose this Agreement may order
the sale of Lessor Collateral as an entirety.

                           6.2.9. Rights Cumulative; No Waiver. Each and every
right, power and remedy herein given to Lenders and the Collateral Agent
specifically or otherwise in this Agreement shall be cumulative and shall be in
addition to every other right, power and remedy herein specifically given or now
or hereafter existing at law, in equity or by statute, and each and every right,
power and remedy whether specifically herein given or otherwise existing may be
exercised from time to time and as often and in such order as may be deemed
expedient by the Majority Lenders or the Collateral Agent, and the exercise or
the beginning of the exercise of any power or remedy shall not be construed to
be a waiver of the right to exercise at the same time or thereafter any other
right, power or remedy. No delay or omission by the Administrative Agent, any
Lender or the Collateral Agent in the exercise of any right, remedy or power or
in the pursuance of any remedy shall impair any such right, power or remedy or
be construed to be a waiver of any default on the part of Borrower, Lessee or
Guarantor or to be an acquiescence therein.

                           6.2.10. Termination of Proceedings. If the
Administrative Agent, the Lenders or the Collateral Agent shall have instituted
any proceeding to enforce any right, power or remedy under this Agreement by
foreclosure, entry or otherwise, and such proceedings shall have been
discontinued or abandoned for any reason or shall have been determined adversely
to the Administrative Agent, the Lenders or the Collateral Agent, then and in
every such case Borrower, the Administrative Agent, the Lenders, the Collateral
Agent, Lessee and Guarantor shall, subject to any binding determination in such
proceeding, be restored to their former positions and rights hereunder with
respect to Lessor Collateral, and all rights, remedies and powers of the
Administrative Agent, the Lenders and the Collateral Agent shall continue as if
no such proceedings had been instituted.

                  6.3. Rights Not Exclusive. The rights provided for in this
Agreement and the other Operative Documents are cumulative and are not exclusive
of any other rights, powers, privileges or remedies provided by law or in
equity, or under any other instrument, document or agreement now existing or
hereafter arising. No failure or delay of the Administrative Agent, the
Collateral Agent or any Lender in exercising any power or right hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. No waiver of any provision



                                      -12-
<PAGE>   17

of this Agreement or any other Operative Document or consent to any departure by
Borrower therefrom shall in any event be effective unless the same shall be
permitted by Section 7.1, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given. No notice to
or demand on Borrower in any case shall entitle Borrower to any other or further
notice or demand in similar or other circumstances.

                  7. MISCELLANEOUS

                  7.1. Amendment or Waiver. Neither this Agreement nor any other
Loan Document nor any term hereof or thereof may be changed, amended, waived,
discharged or terminated except in accordance with Section 12.2 of the
Participation Agreement.

                  7.2. Notices. Unless otherwise provided herein, all notices,
requests, demands, consents, instructions or other communications to or upon the
respective parties to this Agreement shall be given in accordance with Section
12.4 of the Participation Agreement.

                  7.3. No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Administrative Agent or any
Lender, any right, remedy, power or privilege hereunder, shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege.

                  7.4. Payments Set Aside. To the extent that Borrower makes a
payment to the Administrative Agent, the Collateral Agent or Lenders, or the
Administrative Agent, the Collateral Agent or Lenders exercise their right of
set-off, and such payment or the proceeds of such set-off or any part thereof
are subsequently invalidated, declared to be fraudulent or preferential, set
aside or required (including pursuant to any settlement entered into by the
Administrative Agent, the Collateral Agent or such Lender in its discretion) to
be repaid to a trustee, receiver or any other party, in connection with any
event of the type described in Section 6.1.4 or otherwise, then (a) to the
extent of such recovery the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such set-off had not occurred, and (b) each Lender
severally agrees to pay to the Administrative Agent or the Collateral Agent,
upon demand its Pro Rata Share of any amount so recovered from or repaid by the
Administrative Agent or the Collateral Agent.

                  7.5. Assignments. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; provided, however, neither Borrower nor any
Lender may assign or transfer any of its rights, obligations or interest
hereunder except in accordance with Section 12.7 of the Participation Agreement.

                  7.6. Set-off. In addition to any rights and remedies of
Lenders provided by Applicable Law, if a Loan Event of Default exists or the
Loans have been accelerated, each Lender is authorized at any time and from time
to time, without prior notice to Borrower, any such notice being waived by
Borrower to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any
time held by,



                                      -13-
<PAGE>   18

and other indebtedness at any time owing by, such Lender to or for the credit or
the account of Borrower against any and all Obligations owing to such Lender,
now or hereafter existing, irrespective of whether or not the Administrative
Agent or such Lender shall have made demand under this Agreement or any other
Operative Document and although such Obligations may be contingent or unmatured.
Each Lender agrees promptly to notify Borrower and the Administrative Agent
after any such set-off and application made by such Lender; provided, however,
that the failure to give such notice shall not affect the validity of such
set-off and application.

                  7.7. Execution and Effectiveness. This Agreement may be
executed in any number of identical counterparts, any set of which signed by all
parties hereto shall be deemed to constitute a complete, executed original for
all purposes and shall become effective when each of the parties hereto and each
of the parties to the Participation Agreement and Lease Agreement have executed
and delivered this Agreement, the Participation Agreement and the Lease
Agreement.

                  7.8. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by Applicable Law, the parties hereto hereby waive any provision of law that
renders any provisions hereof prohibited or unenforceable in any respect.

                  7.9. Acknowledgments. Borrower hereby acknowledges that:

                  (a) neither the Administrative Agent nor any Lender has any
fiduciary relationship with or duty to Borrower arising out of or in connection
with this Agreement or any of the other Operative Documents, and the
relationship between the Administrative Agent, the Collateral Agent and Lenders,
on one hand, and Borrower, on the other hand, in connection herewith or
therewith is solely that of debtor and creditor; and

                  (b) no joint venture is created hereby or by the other
Operative Documents or otherwise exists by virtue of the transactions
contemplated hereby among Lenders or among Borrower and Lenders.

                  7.10. Concerning Lessor. Trust Company is entering into this
Agreement solely in its capacity as Trustee under the Trust Agreement and not in
its individual capacity and in no case shall Trust Company (or any entity acting
as successor Trustee under the Trust Agreement) be personally liable for or on
account of any of the statements, representations, warranties, covenants or
obligations stated to be those of Lessor hereunder.

                  7.11. Further Assurances. Borrower agrees to do such further
acts and things and to execute and deliver to the Administrative Agent or
Collateral Agent such additional assignments, agreements, powers and
instruments, as the Administrative Agent may require or deem advisable to carry
into effect the purposes of this Agreement and the other Operative



                                      -14-
<PAGE>   19

Documents or to better assure and confirm unto the Administrative Agent and
Lenders their respective rights, powers and remedies hereunder.

                  7.12. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER
OF JURY TRIAL. (a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES
FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS. BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF
ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING
OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO BORROWER
AT ITS ADDRESS SET FORTH IN SECTION 12.4 OF THE PARTICIPATION AGREEMENT, SUCH
SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL
AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR COLLATERAL AGENT UNDER THIS
AGREEMENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
AGAINST ANY CREDIT PARTY IN ANY OTHER JURISDICTION.

                  (b) BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS
OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY
FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT
THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM.

                  (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                  7.13. Survival of Agreement. All covenants, agreements,
representations and warranties made by Borrower in the Participation Agreement
and in the certificates or other instruments prepared or delivered in connection
with or pursuant to the Participation Agreement, this Agreement or any other
Operative Document shall be considered to have been relied upon by Lenders and
shall survive the making by Lenders of the Loans, and the execution and delivery
to



                                      -15-
<PAGE>   20

Lenders of the Notes evidencing such Loans, regardless of any investigation made
by Lenders or on their behalf, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement or any other Operative Document is
outstanding and unpaid.

                  7.14. Domicile of Loans. Each Lender may transfer and carry
its Loans at, to or for the account of any lending office, Subsidiary or
Affiliate of such Lender.



                                      -16-
<PAGE>   21

                  WHEREFORE, the parties hereto have caused this Agreement to be
duly executed and delivered in New York, New York by their proper and duly
authorized officers as of the day and year first above written.

                                  WILMINGTON TRUST COMPANY,
                                     not in its individual capacity, but solely
                                     as Trustee of UNIVERSAL COMPRESSION
                                     TRUST (2000-1) under the Trust Agreement,
                                     dated as of May 25, 2000, as Borrower

                                  By:  /s/  ROBERT P. HINES, JR.
                                     ----------------------------------------
                                     Name:  Robert P. Hines, Jr.
                                     Title: Financial Services Officer


                                  BANKERS TRUST COMPANY
                                     as Administrative Agent

                                  By:  /s/  MARCUS M. TARKINGTON
                                     ----------------------------------------
                                     Name:  Marcus M. Tarkington
                                     Title: Director


                                  BANKERS TRUST COMPANY
                                     as Collateral Agent

                                  By:  /s/  MARCUS M. TARKINGTON
                                     ----------------------------------------
                                     Name:  Marcus M. Tarkington
                                     Title: Director


                                  BANKERS TRUST COMPANY
                                    as a Lender

                                  By:  /s/  MARCUS M. TARKINGTON
                                     ----------------------------------------
                                     Name:  Marcus M. Tarkington
                                     Title: Director


                                  BANK ONE, N.A.
                                    as a Lender

                                  By:  /s/  ANTHONY J. RESTEL
                                     ----------------------------------------
                                     Name:  Anthony J. Restel
                                     Title: Vice President


                                  FIRST UNION NATIONAL BANK
                                    as a Lender

                                  By:  /s/  ROBERT R. WETTEROFF
                                     ----------------------------------------
                                     Name:  Robert R. Wetteroff
                                     Title: Senior Vice President



                                      -17-
<PAGE>   22



                                                                       EXHIBIT A


                                 [FORM OF] NOTE


                                      NOTE

$_________                                                   New York, New York

                                                             [_______________]


                  FOR VALUE RECEIVED, the undersigned, Wilmington Trust Company,
not in its individual capacity but solely as Trustee of Universal Compression
Trust (2000-1) under a Trust Agreement dated as of May 25, 2000 the "Borrower"),
PROMISES TO PAY TO [ ], a [ ] organized under the laws of [ ] (the "Lender"), or
its registered assigns, if not earlier accelerated, on the Maturity Date (as
defined in Appendix A to the Participation Agreement (the "Participation
Agreement") dated as of May 30, 2000 among Universal Compression, Inc., (the
"Lessee"), Universal Compression Holdings, Inc., Borrower, Wilmington Trust
Company, in its individual capacity, but only where so specified, the
certificate holders from time to time party thereto, Bankers Trust Company, as
Administrative Agent, Bankers Trust Company, as Collateral Agent and the lenders
from time to time party thereto at such place as the Lender designates on
Schedule 4 to the Participation Agreement or as Lender may from time to time
designate, the principal sum of _____________________________ United States
Dollars (U.S. $_____________) or, if less, the aggregate unpaid principal amount
of the Loans made by the Lender to the Borrower pursuant to the Loan Agreement
(as defined in Appendix A to the Participation Agreement), in lawful money of
the United States and in immediately available funds. Interest on the unpaid
principal balance outstanding herewith from time to time shall be payable as
stated in the Loan Agreement and, if principal is not earlier accelerated in
accordance with the terms of the Loan Agreement shall be payable on each Payment
Date (as defined in Appendix A to the Participation Agreement).

                  Capitalized terms used but not otherwise defined in this Note
shall have the respective meaning given to such terms in Appendix A to the
Participation Agreement.

                  The Borrower may make prepayments on this Note only as
provided in the Loan Agreement.

                  This is one of the Notes referred to in the Loan Agreement and
is entitled to the benefits of the provisions of the Loan Agreement, the
security provided by the Security Documents and the indemnification set forth in
Section 10 of the Participation Agreement.

                  Upon the occurrence of a Loan Event of Default, the principal
hereof and accrued interest hereon may be declared to be and shall thereupon
become forthwith due and payable, together with all other amounts owing or
payable under the Loan Agreement or under any other Operative Document, all as
provided in the Loan Agreement.


<PAGE>   23

                                                                       Exhibit A
                                                                          Page 2

                  In the event any sum payable hereunder is not paid when due
(by acceleration or otherwise), such sum shall bear interest at the Overdue Rate
in accordance with Section 2.4.4 of the Loan Agreement.

                  This Note is subject to the repayment and prepayment
provisions set forth in Section 2.6 of the Loan Agreement.

                  The Borrower waives presentment, demand, protest or notice of
any kind in connection with this Note.

                  This Note is issued as a registered Note. Borrower may deem
and treat the Person in whose name this Note is registered on the register held
by the Administrative Agent or its agent as the absolute owner hereof (whether
or not this Note shall be overdue) for the purpose of paying payments of
principal, the Breakage Costs, if applicable, and interest and for all other
purposes, and Borrower and Lender shall not be affected by any notice to the
contrary. This Note may be transferred or assigned only in accordance with the
provisions of the Participation Agreement.

                  Lender shall have recourse for all liabilities and obligations
arising under this Note, the Loan Agreement and the other Operative Documents to
the extent of such collateral, if any, as may secure Borrower's obligations and
liabilities under this Note, the Loan Agreement and the other Operative
Documents.

                  Neither this Note nor the Loan Agreement shall require the
payment or permit the collection of interest in excess of the maximum permitted
by law. If any such excess of interest is provided for, or shall be adjudicated
to be so provided for, herein or in the Loan Agreement, Borrower shall not be
obligated to pay such interest in excess of the maximum amount permitted by law,
and the right to demand the payment of any such excess shall be and is hereby
waived. This provision shall control any other provision of this Note or the
Loan Agreement.

                  This Note shall be governed by and construed in accordance
with the laws of the State of New York.

                                Wilmington Trust Company,
                                   not in its individual capacity but solely as
                                   Trustee of UNIVERSAL COMPRESSION TRUST
                                   (2000-1) under the Trust Agreement, dated
                                   as of May 25, 2000

                                By:
                                   ----------------------------------
                                   Name:
                                   Title:




<PAGE>   24



                                                                       EXHIBIT B


                  [FORM OF] ASSIGNMENT AND ASSUMPTION AGREEMENT

                                                       Date __________ ___, 19__

                  Reference is made to the Loan Agreement described in Item 2 of
Annex I hereto (as such Loan Agreement may hereafter be amended, supplemented or
otherwise modified from time to time, the "Loan Agreement"). Capitalized terms
unless defined herein used herein have the meaning assigned to them in Appendix
A to the Participation Agreement (the "Participation Agreement") dated as of May
30, 2000, among Universal Compression, Inc. ("Lessee"), Universal Compression
Holdings, Inc. ("Guarantor"), Wilmington Trust Company, not in its individual
capacity but solely as Trustee of Universal Compression Trust (2000-1) under the
Trust Agreement dated as of May 25, 2000 ("Lessor") and in its individual
capacity, but only where so specified ("Trust Company"), Deutsche Bank AG, New
York Branch, and the financial institutions listed on the signature pages
thereto or that may thereafter become party thereto as Certificate Holders (each
a "Certificate Holder" and collectively the "Certificate Holders"), Bankers
Trust Company, (together with its successors and permitted assigns,
"Administrative Agent" and "Collateral Agent") and each of the financial
institutions listed that may hereafter become party thereto as Lenders (the
"Lenders"). _______________ (the "Assignor") and ____________ (the "Assignee")
hereby agree as follows:

                  1. The Assignor hereby sells and assigns to the Assignee
without recourse and without representation or warranty (other than as expressly
provided herein), and the Assignee hereby purchases and assumes from the
Assignor, that interest in and to all of the Assignor's rights and obligations
under the Loan Agreement and the other Operative Documents as of the date hereof
which represents the percentage interest specified in Item 4 of Annex I hereto
(the "Assigned Share") of all of the outstanding rights and obligations under
the Loan Agreement relating to the Lender Commitment including, without
limitation, all rights and obligations with respect to the Assigned Share of the
Assignor's Commitment and of any outstanding Loans. After giving effect to such
sale and assignment, the Assignee's Commitment will be as set forth in Item 4 of
Annex I hereto.

                  2. The Assignor (i) represents and warrants that it is the
legal and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the Loan
Agreement or the other Operative Documents or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Agreement or the
other Operative Documents or any other instrument or document furnished pursuant
thereto; and (iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of Guarantor or any of
its Subsidiaries or the performance or observance by Guarantor or any of its
Subsidiaries of any of their obligations under the Loan Agreement or the other
Operative Documents to which they are a party or any other instrument or
document furnished pursuant thereto.

                  3. The Assignee (i) confirms that it has received a copy of
the Loan Agreement and the other Operative Documents, together with copies of
the financial statements referred to


<PAGE>   25

                                                                       Exhibit B
                                                                          Page 2

therein and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Assignment and
Assumption Agreement; (ii) agrees that it will, independently and without
reliance upon the Administrative Agent, the Collateral Agent, the Assignor or
any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Agreement or the other Operative Documents;
(iii) confirms that it is an Eligible Transferee under the Participation
Agreement; (iv) appoints and authorizes the Administrative Agent and the
Collateral Agent to take such action as agent on its behalf and to exercise such
powers under the Loan Agreement and the other Operative Documents as are
delegated to the Administrative Agent and the Collateral Agent, as the case may
be, by the terms thereof, together with such powers as are reasonably incidental
thereto; [and] (v) agrees that it will perform in accordance with their terms
all of the obligations which by the terms of the Loan Agreement and the other
Operative Documents are required to be performed by it as a Lender (including,
without limitation, making Loans in accordance with its Commitment and abiding
by the confidentiality provisions in Section 12.9 of the Participation
Agreement)[; and (vi) to the extent legally entitled to do so, attaches the
forms described in Section 12.7(iii) of the Participation Agreement](1).

                  4. Following the execution of this Assignment and Assumption
Agreement by the Assignor and the Assignee, an executed original hereof
(together with all attachments) will be delivered to the Administrative Agent.
The effective date of this Assignment and Assumption Agreement shall be the date
of execution hereof by the Assignor and the Assignee and the receipt of the
consent of the Administrative Agent and Lessee to the extent required by Section
12.7 of the Participation Agreement and receipt by the Administrative Agent of
the assignment fee referred to in such Section 12.7(iii) of the Participation
Agreement, unless otherwise specified in Item 5 of Annex I hereto (the
"Settlement Date").

                  5. Upon the delivery of a fully executed original hereof to
the Administrative Agent (including all consents required under Section
12.7(iii) of the Participation Agreement) and registration of the assignment of
the Note assigned hereunder in accordance with Section 11.8 of the Participation
Agreement, as of the Settlement Date, (i) the Assignee shall be a party to the
Loan Agreement and the Participation Agreement and, to the extent provided in
this Assignment and Assumption Agreement, have the rights and obligations of a
Lender thereunder and under the other Operative Documents and (ii) the Assignor
shall, to the extent provided in this Assignment and Assumption Agreement,
relinquish its rights and be released from its obligations under the Loan
Agreement, the Participation Agreement and the other Operative Documents.

                  6. It is agreed that the Assignee shall be entitled to (x) all
interest on the Assigned Share of the Loans at the rates specified in Item 6 of
Annex I and (y) all Loan Availability Fees


-----------------
(1) Include if the Assignee is organized under the laws of a jurisdiction
    outside of the United States.


<PAGE>   26

                                                                       Exhibit B
                                                                          Page 3


on the Assigned Share of the Lender Commitment at the rate specified in Item 7
of Annex I hereto. It is further agreed that all payments of principal made on
the Assigned Share of the Loans which occur on and after the Settlement Date
will be paid directly by the Administrative Agent to the Assignee. Upon the
Settlement Date, the Assignee shall pay to the Assignor an amount specified by
the Assignor in writing which represents the Assigned Share of the principal
amount of the Loans made by the Assignor pursuant to the Loan Agreement and
which are outstanding on the Settlement Date, net of any closing costs, and
which are being assigned hereunder. The Assignor and the Assignee shall make all
appropriate adjustments in payments under the Loan Agreement for periods prior
to the Settlement Date directly between themselves on the Settlement Date.

                  7. THIS ASSIGNMENT AND ASSUMPTION AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



<PAGE>   27

                                                                       Exhibit B
                                                                          Page 4


                  IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Assignment and Assumption
Agreement, as of the date first above written, such execution also being made on
Annex I hereto.

         Accepted this     day         [NAME OF ASSIGNOR],
         of ________  __, ____         as Assignor

                                       By
                                         ----------------------------------
                                         Title:

                                       [NAME OF ASSIGNEE],
                                       as Assignee

                                       By
                                         ----------------------------------
                                         Title:




                  [If required under Section 12.5(iii) of the Participation
Agreement]

                  We hereby consent to the above assignment:

Bankers Trust Company                             Universal Compression, Inc.
  as Administrative Agent                           as Lessee

By                                                By
  -------------------------------                   ----------------------------


  -------------------------------                   ----------------------------
       (Print Name and Title)                           (Print Name and Title)

                            Wilmington Trust Company
                            as Trustee under that Trust
                            Agreement dated May 25, 2000
                              as Lessor


                            By
                              -----------------------------

                              -----------------------------
                                  (Print Name and Title)





<PAGE>   28



                                                                         ANNEX I



                  ANNEX FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

                                     ANNEX I



         1. Borrower: Wilmington Trust Company, as Trustee for
                      Universal Compression Trust (2000-1)

         2. Name and Date of Loan Agreement:

                  Loan Agreement, dated as of May 30, 2000 among Wilmington
                  Trust Company, not in its individual capacity but solely as
                  Trustee of Universal Compression Trust (2000-1) under the
                  Trust Agreement dated as of May 25, 2000, as Borrower, the
                  lenders party thereto as Lenders and Bankers Trust Company, as
                  Administrative Agent and Collateral Agent.

         3. Date of Assignment Agreement:

         4. Amounts (as of date of item #3 above):

                                Total Commitment

         a. Aggregate Amount      $
            for all Lenders        ------------

         b. Assigned Share                     %
                                   ------------

         c. Amount of             $
            Assigned Share         ------------

5. Settlement Date:

6. Rate of Interest               As set forth in Section 2.4.2 of the Loan
   to the Assignee:                Agreement

7. Loan Availability Fee:         As set forth in Section 2.4.3 of the Loan
                                   Agreement


<PAGE>   29

                                                                         Annex I
                                                                          Page 2


8. Notice:

                  ASSIGNOR:

                           -------------------------------

                           -------------------------------

                           -------------------------------

                           -------------------------------

                           Attention:
                           Telephone:
                           Telecopier:
                           Reference:


                  ASSIGNEE:

                           -------------------------------

                           -------------------------------

                           -------------------------------

                           --------------------------------
                           Attention:
                           Reference:


Accepted and Agreed:

[NAME OF ASSIGNEE]                            [NAME OF ASSIGNOR]
  as Assignee                                  as Assignor

By                                            By
  -----------------------------                 ---------------------------

-------------------------------               -----------------------------
    (Print Name and Title)                       (Print Name and Title)



</TEXT>
</DOCUMENT>
