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EXHIBIT 4.3
SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE is dated as of May 30, 2000
between UNIVERSAL COMPRESSION, INC., a Texas corporation, as
successor-in-interest to TW Acquisition Corporation, a Delaware corporation (the
"Company"), Universal Compression International, Inc., a Delaware corporation
(the "Subsidiary Guarantor"), and UNITED STATES TRUST COMPANY OF NEW YORK, as
trustee under the Indenture hereinafter mentioned (the "Trustee").
WHEREAS, the Company has issued its 97/8% Senior Discount
Notes due 2008 (the "Notes") in the aggregate principal amount at maturity of
$242,500,000 under and pursuant to the indenture dated as of February 20, 1998,
by and between the Company and the Trustee, as amended and supplemented by the
First Supplemental Indenture, dated as of May 9, 2000 (the "First Supplemental
Indenture") by and among the Company and the Trustee (as amended, the
"Indenture");
WHEREAS, Section 4.18 of the Indenture provides that the
Company will not permit any of its Restricted Subsidiaries to guarantee the
Indebtedness of the Company unless such Restricted Subsidiary executes and
delivers a supplemental indenture to the Indenture providing a senior guarantee
of payment of the Notes by such Restricted Subsidiary (the "Guaranty");
WHEREAS, pursuant to Section 9.01 of the Indenture, the
Company and the Trustee may amend the Indenture, without the consent of any
Holder of Notes, to make any change that would provide any additional benefit or
rights to the Holders or that does not adversely affect the rights of any Holder
in any material respect;
WHEREAS, the Subsidiary Guarantor is a Restricted Subsidiary
of the Company and has, pursuant to the Credit Agreement, dated as of May 30,
2000 (the "Credit Agreement") among the Company, Universal Compression Holdings,
Inc., various lenders, Deustche Bank Securities Inc., as lead arranger and
Bankers Trust Company, as administrative agent, guaranteed the obligations of
the Company arising under or in connection with the Credit Agreement (the
"Credit Agreement Guarantee");
WHEREAS, pursuant to Section 4.18 of the Indenture, the
Subsidiary Guarantor is required to become a Guarantor under the Indenture as a
result of the Credit Agreement Guarantee;
WHEREAS, each party hereto has duly authorized the execution
and delivery of this Supplemental Indenture and has done all things necessary to
make this Supplemental Indenture a valid agreement in accordance with its terms;
NOW, THEREFORE, for and in consideration of the premises, the
Company, the Subsidiary Guarantor and the Trustee agree pursuant to Section 9.01
of the Indenture as follows:
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Article 1
Agreement to Be Bound; Guarantee
Section 1.01. Agreement to Be Bound. The Subsidiary Guarantor hereby
becomes a party to the Indenture as a Guarantor and as such will have all of the
rights and be subject to all of the obligations and agreements of Guarantors
under the Indenture. The Subsidiary Guarantor agrees to be bound by all of the
provisions of the Indenture applicable to a Guarantor, including without
limitation Article Ten of the Indenture, and to perform all of the obligations
and agreements of a Guarantor under the Indenture.
Section 1.02. Guarantee. Subject to the provisions of this Article One,
the Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, on a
senior basis (such guarantee to be referred to herein as a "Guarantee") to each
Holder of a Note authenticated and delivered by the Trustee and to the Trustee
and its successors and assigns, irrespective of the validity and enforceability
of the Indenture, the Notes or the obligations of the Company or any other
Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a)
Accreted Value or principal of and interest on the Notes (and any Additional
Interest payable thereon) shall be duly and punctually paid in full when due,
whether at maturity, upon redemption at the option of Holders pursuant to the
provisions of the Notes relating thereto, by acceleration or otherwise, and
interest on the overdue principal and (to the extent permitted by law) interest,
if any, on the Notes and all other obligations of the Company or the Guarantors
to the Holders or the Trustee hereunder or thereunder (including amounts due the
Trustee under Section 7.07 of the Indenture) and all other obligations shall be
promptly paid in full or performed, all in accordance with the terms hereof and
thereof; and (b) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, the same shall be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
whether at maturity, by acceleration or otherwise. Failing payment when due of
any amount so guaranteed, or failing performance of any other obligation of the
Company to the Holders under this Indenture or under the Notes, for whatever
reason, the Guarantor shall be obligated to pay, or to perform or cause the
performance of, the same immediately. An Event of Default under the Indenture or
the Notes shall constitute an event of default under this Guarantee, and shall
entitle the Holders of Notes to accelerate the obligations of the Subsidiary
Guarantor hereunder in the same manner and to the same extent as the obligations
of the Company.
The Subsidiary Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or the Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, any release of any other Guarantor, the
recovery of any judgment against the Company, any action to enforce the same,
whether or not a Guarantee is affixed to any particular Note, or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a Guarantor. The Subsidiary Guarantor hereby waives the benefit of
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that its Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes, the Indenture and this
Guarantee. This Guarantee is a
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guarantee of payment and not of collection. If any Holder or the Trustee is
required by any court or otherwise to return to the Company or to any Guarantor,
or any custodian, trustee, liquidator or other similar official acting in
relation to the Company or such Guarantor, any amount paid by the Company or
such Guarantor to the Trustee or such Holder, this Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect. The
Subsidiary Guarantor further agrees that, as between it, on the one hand, and
the Holders of Notes and the Trustee, on the other hand, (a) subject to Article
Eleven of the Indenture, the maturity of the obligations guaranteed hereby may
be accelerated as provided in Article Six of the Indenture for the purposes of
this Guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby,
and (b) in the event of any acceleration of such obligations as provided in
Article Six of the Indenture, such obligations (whether or not due and payable)
shall forthwith become due and payable by the Guarantors for the purpose of this
Guarantee.
Section 1.03. Release of the Guarantee. In addition to any provisions
contained in the Indenture for release of a Guarantor's guarantee obligations,
this Guarantee shall be automatically and unconditionally released and
discharged, without any further action required on the part of the Trustee or
any Holder, upon (i) the unconditional release of the Subsidiary Guarantor from
its liability in respect of the Credit Agreement Guarantee; or (ii) any sale or
other disposition (by merger or otherwise) to any Person which is not a
Restricted Subsidiary of the Company of all of the Company's direct or indirect
Capital Stock in, or all or substantially all of the assets of, such Restricted
Subsidiary; provided that (a) such sale or disposition of such Capital Stock or
assets is otherwise in compliance with the terms of the Indenture and (b) the
Credit Agreement Guarantee has been released by the lenders under the Credit
Agreement.
Article 2
The Trustee
Section 2.01. Privileges and Immunities of Trustee. The Trustee accepts
the amendment of the Indenture effected by this Second Supplemental Indenture
but only upon the terms and conditions set forth in the Indenture, including the
terms and provisions defining and limiting the liabilities and responsibilities
of the Trustee, which terms and provisions shall in like manner define and limit
its liabilities and responsibilities in the performance of the trust created by
the Indenture as hereby amended. The Trustee shall not be responsible for the
validity or sufficiency of this Second Supplemental Indenture, for the due
execution thereof by the Company or the Subsidiary Guarantor or for the recitals
contained herein, each of which is the Company's or the Subsidiary Guarantor's
responsibility, as applicable.
Article 3
Miscellaneous Provisions
Section 3.01. Instruments to be Read Together. Except as supplemented
hereby, all provisions in the Indenture shall remain in full force and effect.
This Second Supplemental Indenture is an indenture supplemental to and in
implementation of the Indenture, and said Indenture and this Second Supplemental
Indenture shall henceforth be read together.
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Section 3.02. Confirmation. The Indenture as amended and supplemented
by this Second Supplemental Indenture is in all respects confirmed and
preserved.
Section 3.03. Terms Defined. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.
Section 3.04. Counterparts. This Second Supplemental Indenture may be
signed in any number of counterparts each of which so executed shall be deemed
to be an original, but all such counterparts shall together constitute but one
and the same instrument.
Section 3.05. Effectiveness, Etc.. Without qualifying the provisions of
Section 1.01 of this Second Supplemental Indenture, this Second Supplemental
Indenture will take effect immediately upon execution thereof by the parties
hereto.
Section 3.06. Trust Indenture Act. If any provision of this Second
Supplemental Indenture limits, qualifies or conflicts with any provision of the
Trust Indenture Act that is required under such Act to be part of and govern any
provision of this Second Supplemental Indenture, the provisions of such Act
shall control. If any provision of this Second Supplemental Indenture modifies
or excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the provision of such Act shall be deemed to apply to the Indenture or
to be excluded by this Second Supplemental Indenture, as the case may be.
Section 3.07. Illegality, Unenforceability. In case any provision in
this Second Supplemental Indenture shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
Section 3.08. Benefits of Supplemental Indenture. Nothing in this
Second Supplemental Indenture, the Indenture or the Notes, express or implied,
shall give to any Person, other than the parties hereto and thereto and their
successors hereunder and thereunder and the Holders of the Notes, any benefit of
any legal or equitable right, remedy or claim under the Indenture, this Second
Supplemental Indenture or the Notes.
Section 3.09. Successors and Assigns. All agreements in this Second
Supplemental Indenture made by the Company, the Subsidiary Guarantor and the
Trustee shall inure to the benefit of the Company, the Subsidiary Guarantor and
the Trustee and their respective successors and assigns. The provisions of this
Second Supplemental Indenture shall bind the Holders of the Notes from time to
time, the Company, the Subsidiary Guarantor the Trustee and their respective
successors and assigns, whether so expressed or not.
Section 3.10. Governing Law. This Second Supplemental Indenture shall
be governed by and construed in accordance with the laws of the State of New
York, without regard to the conflict of laws principles thereof.
Section 3.11. Captions. The captions of the sections of this Second
Supplemental Indenture were formulated, used and inserted in this Second
Supplemental Indenture for convenience only and shall not be deemed to affect
the meaning or construction of any of the provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the date first above written.
UNIVERSAL COMPRESSION, INC.
By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
UNIVERSAL COMPRESSION
INTERNATIONAL, INC.
By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
UNITED STATES TRUST COMPANY OF
NEW YORK, as Trustee
By: /s/ XXXXXXXXX X. XXXXXXX
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Name: Xxxxxxxxx X. Xxxxxxx
Title: Assistant Vice President
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