EXHIBIT 10.3
PARTICIPATION AGREEMENT SUPPLEMENT
NO. 1
This Participation Agreement Supplement (this "Supplement")
dated as of October 23, 2001 is executed pursuant to, and incorporates by
reference all of the terms, conditions and provisions of, the First Amended and
Restated Participation Agreement (as amended, modified and supplemented prior to
delivery of this Supplement, "Participation Agreement"), dated as of October 23,
2001, among Universal Compression, Inc. ("Lessee"), Universal Compression
Holdings, Inc., BRL Universal Equipment 0000 X, X.X., Xxx Xxxx xx Xxx Xxxx not
in its individual capacity but as indenture trustee for Tranche A Noteholders,
BRL Universal Equipment Management, Inc., Tranche B Lenders from time to time
party thereto, Bankers Trust Company, as Administrative Agent, and Bankers Trust
Company, as Collateral Agent. Capitalized terms not otherwise defined herein
have the meanings given in Appendix A to the Participation Agreement which
Appendix A also contains rules of usage and interpretation applicable hereto.
Maximum Acquisition Cost of Equipment to be acquired by Lessor and leased to
Lessee pursuant to the Participation Agreement and Lease Agreement on the next
Funding Date:
$122,000,000.00
Commitment Termination Date:
October 23, 0000
Xxxxxxxxx Xxxxxxx B Commitments for equipment to be acquired by Lessor and
leased to Lessee pursuant to the Participation Agreement and Lease Agreement on
the next Funding Date: $18,262,500.00
Tranche B Commitment for financing equipment
to be acquired by Lessor and leased to Lessee
pursuant to the Participation Agreement and
Tranche B Lender Lease Agreement on the next Funding Date ($)
---------------- --------------------------------------------
Bankers Trust Company $9,131,250.00
000 Xxxxxxx Xxxxxx, X.X. 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxxxx
Internal Mail Code: NYC 02-2802
Telephone: (000) 000-0000
Telefax: (000) 000-0000
First Union National Bank $6,391,875.00
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxx Wateroff
Tel: (000) 000-0000
Fax: (000) 000-0000
Bank of Nova Scotia $1,826,250.00
0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxx Xxxx Xxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
Bank One, NA $ 913,125.00
(Main Office Chicago)
000 Xx. Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxx, Xx.
Tel: (000) 000-0000
Fax: (000) 000-0000
As of the date hereof, each of the Tranche B Lenders a party hereto and not
already a party to the Operative Documents assumes the rights and obligations of
a Tranche B Lender under the Operative Documents and shall be deemed a party to
each of the Operative Documents to which the Tranche B Lenders are a party.
Sellers:
Universal Compression, Inc.
KCI, Inc.
KCI Leasing, Inc.
KCI Compression, L.P.
Projections:
Projections referenced in Section 2.1(ii) of the Participation Agreement shall
mean the pro forma financial statements of Guarantor made a part of the draft
Offering Memorandum of the Lessor dated October 15, 2001.
Financial Statements:
Financial Statements referenced in the last sentence of Section 2.1(u) of the
Participation Agreement shall mean the financial statements contained in the
Registration Statement filed with the SEC on August 10, 2001.
-2-
Additional Conditions Precedent:
1. Execution of and delivery by all parties thereto of the First Amendment to
Senior Secured Revolving Credit Agreement dated October 23, 2001 relating to the
amendment of Section 9.14 thereof in form and substance reasonably acceptable to
Administrative Agent.
Additional Operative Documents:
None
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UNIVERSAL COMPRESSION, INC.,
as Lessee
By: /s/ Xxxxxxx X. XxxxXxxxxx
------------------------------------------------
Senior Vice President
UNIVERSAL COMPRESSION HOLDINGS, INC., as Guarantor
By: /s/ Xxxxxxx X. XxxxXxxxxx
------------------------------------------------
Senior Vice President
BRL UNIVERSAL EQUIPMENT 2001 A, L.P., as Lessor
By BRL Universal Equipment Management, Inc.
Its General Partner
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------------
President
THE BANK OF NEW YORK,
not individually but as Indenture Trustee for
Tranche A Noteholders
By: /s/ Xxxx Xxxxx
------------------------------------------------
Vice President
-Signature Page-
[Participation Agreement Supplement No. 1]
We hereby consent to the terms of this Supplement:
BANKERS TRUST COMPANY,
as Administrative Agent
By: /s/ Xxxxxx X. Xxxxxxxxxx
------------------------------------------
Director
BANKERS TRUST COMPANY
as Tranche B Lender
By: /s/ Xxxxxx X. Xxxxxxxxxx
------------------------------------------
Director
FIRST UNION NATIONAL BANK
as Tranche B Lender
By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------------------
Vice President
BANK ONE, N.A.
(Main Office Chicago)
as Tranche B Lender
By: /s/ Xxxxxx Xxxxxxx
------------------------------------------
Vice President
-Signature Page-
[Participation Agreement Supplement No. 1]
THE BANK OF NOVA SCOTIA
as Tranche B Lender
By: /s/ M.D. Xxxxx
------------------------------------------
Agent
-Signature Page-
[Participation Agreement Supplement No. 1]
