EXHIBIT 10.11
AMENDMENT NUMBER 1
TO THE MASTER EQUIPMENT LEASE AGREEMENT
THIS AMENDMENT NUMBER 1, dated as of February 8, 2002 (the
"Amendment") to the Master Equipment Lease Agreement, dated as of February 9,
2001 (as amended or supplemented from time to time as permitted thereby, the
"Head Lease Agreement"), by and between BRL Universal Compression Funding I,
L.P. (the "Head Lessor") and UCO Compression LLC (the "Head Lessee").
W I T N E S S E T H:
WHEREAS, the Head Lessor and the Head Lessee have previously
entered into the Head Lease;
WHEREAS, the parties desire to amend the Head Lease in order
to modify certain provisions of the Head Lease;
NOW THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:
SECTION 1. Defined Terms. Capitalized terms used in this
Amendment and not otherwise defined herein shall have the meanings assigned in
the Head Lease.
SECTION 2. Full Force and Effect. Other than as specifically
modified hereby, the Head Lease shall remain in full force and effect in
accordance with the terms and provisions thereof and is hereby ratified and
confirmed by the parties hereto.
SECTION 3. Amendment to the Head Lease. Effective on February
8, 2002, following the execution and delivery hereof,
(a) The definition of "Annual Appraisal Date" in Section 1 of
the Head Lease is hereby amended to read in its entirety as follows:
Annual Appraisal Date: Initially, the earlier to occur of
(a) the date of issuance of the Issuer's "Series 2002-1 Notes"
and (b) March 31, 2002 (or if such day is not a Business Day,
the next succeeding Business Day), and, thereafter, each
anniversary (or if such day is not a Business Day, the next
succeeding Business Day) of the occurrence of such earlier
date.
(b) The second sentence of subsection (a) of Section 14 of the
Head Lease is hereby amended to read in its entirety as follows:
Property Insurance shall not have deductibles in
excess of $250,000 per occurrence; provided that, on and after
the earlier to occur of (a) the date of issuance of the
Issuer's "Series 2002-1 Notes" and (b) March 31, 2002 (or if
such day is not a Business Day, the next succeeding Business
Day), the Property Insurance shall not have deductibles in
excess of (x) $250,000 per occurrence and (y) $2,000,000
annually, in the aggregate; and provided further that, at all
times,
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the Liability Insurance shall not have deductibles in excess
of $250,000 per occurrence.
SECTION 4. Effectiveness of Amendment.
(a) This Amendment shall become effective as of the date first
written above.
(b) This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
(c) On and after the execution and delivery hereof, (i) this
Amendment shall be a part of the Head Lease, and (ii) each reference in the Head
Lease to "this Head Lease" or "hereof", "hereunder" or words of like import, and
each reference in any other document to the Head Lease shall mean and be a
reference to the Head Lease as amended or modified hereby.
SECTION 5. Execution in Counterparts. This Amendment may be
executed by the parties hereto in separate counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement.
SECTION 6. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAW PRINCIPLES; PROVIDED THAT SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW SHALL APPLY, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment on the date first above written.
BRL UNIVERSAL COMPRESSION
FUNDING I, L.P., as Head Lessor
By: BRL Universal Compression Management, Inc.
By:/s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: President
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UCO COMPRESSION LLC, as Head Lessee
By:/s/ Xxxxxxx X. XxxxXxxxxx
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Name: Xxxxxxx X. XxxxXxxxxx
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Title: Senior Vice President and CFO
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AMENDMENT NO. 1 TO HEAD LEASE
