EXHIBIT 10.1
FIRST AMENDMENT TO
EQUIPMENT LEASE AGREEMENT
This FIRST AMENDMENT TO EQUIPMENT LEASE AGREEMENT, dated as of October
15, 2001 (this "Amendment") is among BRL UNIVERSAL EQUIPMENT 2001 A, L.P., a
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Delaware limited partnership ("Lessor") and UNIVERSAL COMPRESSION, INC., a Texas
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corporation ("Lessee").
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W I T N E S S E T H:
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WHEREAS, the parties hereto are parties to an Equipment Lease
Agreement dated as of February 9, 2001 (together with all amendments and
supplements thereto, the "Lease Agreement"); and
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WHEREAS, the parties hereto desire to amend certain Sections of the
Lease Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and in the First Amended and Restated Participation
Agreement of even date hereof (the "Participation Agreement") among Lessee,
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Universal Compression Holdings, Inc., as Guarantor, Lessor, The Bank of New
York, not in its individual capacity but for the benefit of Tranche A
Noteholders, the financial institutions that may become party thereto, as
Tranche B Lenders, BRL Universal Equipment Management, Inc., as Lessor General
Partner, Bankers Trust Company as Administrative Agent and Bankers Trust Company
as Collateral Agent, the parties hereto agree as follows:
1. Definitions. Unless the context otherwise requires,
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capitalized terms used herein and not otherwise defined herein shall have the
meanings set forth or referred to in Appendix A to the Participation Agreement,
which Appendix A also includes the rules of usage and interpretation applicable
hereto.
2. Effectiveness. This Amendment shall become effective as of the
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date first written above upon (i) the execution and delivery hereof by Lessor,
Lessee and Collateral Agent and (ii) the First Amended and Restated
Participation Agreement becoming effective in accordance with the terms thereof.
3. Amendments.
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(a) Section 4 is hereby amended and restated as follows:
"Lessor shall not be liable to Lessee for any failure or
delay in the delivery of any Item of Equipment to Lessee. Forthwith
upon delivery of each Item of Equipment to Lessee, Lessee shall
evidence its acceptance of such Item of Equipment hereunder and of
the condition of such Item of Equipment by executing and delivering to
Lessor a Lease Supplement for such Item, dated the first Funding Date
of such Item. THE EXECUTION BY LESSOR AND LESSEE OF A LEASE SUPPLEMENT
FOR AN ITEM OF EQUIPMENT SHALL (I) EVIDENCE THAT SUCH ITEM IS LEASED
UNDER, AND IS SUBJECT TO ALL OF THE TERMS, PROVISIONS AND CONDITIONS
OF, THIS LEASE AGREEMENT, AND (II) CONSTITUTE LESSEE'S UNCONDITIONAL
AND IRREVOCABLE ACCEPTANCE OF SUCH ITEM FOR ALL PURPOSES OF THIS LEASE
AGREEMENT."
(b) Section 5 is hereby amended and restated as follows:
"The Term for each Item of Equipment shall commence on the
Funding Date therefor, and, unless this Lease Agreement is sooner
terminated with respect to such Item of Equipment or all Items of
Equipment pursuant to the provisions hereof, shall end on the
Termination Date."
(c) Section 7.1.2 is hereby amended and restated as follows:
"7.1.2 Floating Lease Payment. Lessee hereby agrees to pay
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Lessor for each Item of Equipment in arrears on each Floating Payment
Date during the Term, in an amount equal to the sum of (i) the
interest accrued at the Blended Tranche B Rate on the Tranche B
Component for such Item under the terms of the Tranche B Loan
Agreement (and if the Tranche B Loans have been repaid or Lessor's
obligations thereunder otherwise discharged prior to the Termination
Date, the amount of interest that would have accrued had the Tranche B
Loans not been so paid or otherwise discharged (ii) the Equity Yield
accrued at the Blended Equity Yield Rate on the Equity Component for
such Item in accordance with the terms of the Limited Partnership
Agreement and (iii) an amount equal to yield accrued on the
Acquisition Cost for such Item at the rate per annum set forth in the
Lessor Margin Letter. Amounts due on a Floating Payment Date under
this Section 7.1.2 shall be calculated for each day (from and
including the first day of such Floating Payment Period to but
excluding the last day of such Floating Payment Period) elapsed during
the Floating Payment Period then ending."
(d) Section 7.1.3 is hereby added as follows:
"7.1.3 Lease Premium. Lessee hereby agrees to pay Lessor as
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a one-time, non-refundable lease rental payment on each Funding Date
an amount equal to the Tranche A Discount, if any, resulting from the
issuance by Lessor of Tranche A Notes on such Funding Date which
amount shall be deemed earned by Lessor and due and owing as of such
Funding Date and shall not constitute a pre-paid Lease Payment for any
period after such Funding Date. Lessee may credit the aggregate amount
of any such Tranche A Discounts against any amounts owed by Lessor to
Lessee on such Funding Date.
(e) Section 23(h) is hereby amended by replacing the words
"Lessee or any of its Subsidiaries" with "Guarantor, Lessee or any of
Lessee's Subsidiaries" each place that phrase appears in such Section.
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(f) Section 28.4.1 is hereby amended and restated as follows:
28.4.1 Partial Purchase Option. Provided this Lease
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Agreement shall not have been earlier terminated and no Lease Event of
Default shall have occurred and is continuing and subject to the
provisions of Section 28.4.4, Lessee or its designee shall be
entitled, at Lessee's option, (i) on any Floating Payment Date prior
to February 15, 2004, to purchase with the proceeds of one or more
Equity Offerings, within the first 120 days after the consummation of
the related Equity Offering all but not less than all of Lessor's
rights and interests in one or more Items of Equipment which in the
aggregate for all such purchases under this Section 28.4.1 have
Acquisition Costs not in excess of thirty five (35%) percent of the
aggregate Acquisition Costs of all Items of Equipment acquired by
Lessor and leased to Lessee hereunder on the Closing Date and each
Funding Date thereafter prior to such Floating Payment Date and (ii)
on any Floating Payment Date on or after February 15, 2005 to purchase
all but not less than all of Lessor's rights and interest in one or
more Items of Equipment.
(g) Section 28.4.4 is hereby amended by replacing the phrase
"Permitted Investments" with the phrase "investments of the type
described in clause (i) through (iii) of Section 7.17 of the
Participation Agreement".
4. Miscellaneous. Sections 30, 31 and 33 of the Lease Agreement
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are incorporated herein by reference mutatis mutandis.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective duly authorized officers as
of the date first above written.
BRL UNIVERSAL EQUIPMENT 2001 A, L.P.,
as Lessor
By BRL Universal Equipment Management, Inc.
Its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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President
UNIVERSAL COMPRESSION, INC.,
as Lessee
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Senior Vice President and
Chief Financial Officer
-Signature Page-
[First Amendment to Participation Agreement]