EXHIBIT 4.3
AMENDMENT NUMBER 2
TO THE INDENTURE
THIS AMENDMENT NUMBER 2, dated as of February 8, 2002 (the
"Amendment") to the Indenture, dated as of February 9, 2001 (as amended or
supplemented from time to time as permitted thereby, the "Indenture"), by and
between BRL Universal Compression Funding I, L.P. (the "Issuer") and Xxxxx Fargo
Bank Minnesota, N.A. (f/k/a Xxxxx Fargo Bank Minnesota, National Association),
as indenture trustee (the "Indenture Trustee").
W I T N E S S E T H:
WHEREAS, the Issuer and the Indenture Trustee have previously
entered into the Indenture;
WHEREAS, the parties desire to amend the Indenture in order to
modify certain provisions of the Indenture;
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 Indenture.
SECTION 2. Full Force and Effect. Other than as specifically
modified hereby, the Indenture 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 Indenture. Pursuant to Section
1002 of the Indenture, effective on February 8, 2002, following the execution
and delivery hereof,
(a) The definition of "Appraisal Date" in Section 101 of the
Indenture is hereby amended to read in its entirety as follows:
Appraisal Date: 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) Section 632 of the Indenture is hereby amended to read in
its entirety as follows:
New Master Lease Agreement with Users. With respect
to each Head Lessee Compressor and each Head Lessor
Compressor, the Issuer shall (or shall cause such actions to
be taken), within the timeframe set forth below, cause each
related User to execute a revised master lease agreement,
substantially in the form of Exhibit C hereto. The Issuer
shall be deemed to be in compliance with this
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Section 632 if Users representing one hundred percent (100%)
of the Aggregate Appraised Value have executed such revised
master lease agreement by 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).
(c) The first sentence of Section 633 of the Indenture is
amended to read in its entirety as follows:
Within 90 days after the beginning of each calendar
year, beginning with the calendar year (i) if the Issuer has
issued its "Series 2002-1 Notes" on or before March 31, 2002
(or if such day is not a Business Day, the next succeeding
Business Day), 2003 or (ii) if the Issuer has not issued its
"Series 2002-1 Notes" on or before March 31, 2002 (or if such
day is not a Business Day, the next succeeding Business Day),
2002, the Issuer shall furnish to the Indenture Trustee, the
Deal Agent, each Rating Agency, and each Series Enhancer, an
Opinion of Counsel either stating that, in the opinion of such
counsel, such action has been taken with respect to the
recording, filing, re-recording and refiling of this
Indenture, any Supplements hereto and any other requisite
documents, and with respect to the execution and filing of any
financing statements and continuation statements, as are
necessary to maintain the Lien created by this Indenture and
reciting the details of such action or stating that, in the
opinion of such counsel, no such action is necessary to
maintain such Lien.
(d) Exhibit C to the Indenture is hereby deleted and replaced
in its entirety with Exhibit A to this Amendment.
SECTION 4. Covenants. Each of the Issuer and the Indenture
Trustee hereby confirms that each of the covenants, representations and
warranties set forth in Article VI and Section 911, as applicable, of the
Indenture are true and correct as of the date first written above with the same
effect as though each had been made as of such date, except to the extent that
any of such covenants, representations and warranties expressly relate to
earlier dates.
SECTION 5. 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 Indenture, and (ii) each reference in the
Indenture to "this Indenture" or "hereof", "hereunder" or words of like import,
and each reference in any other document to the Indenture shall mean and be a
reference to the Indenture as amended or modified hereby.
SECTION 6. 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.
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SECTION 7. 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 pages follow.]
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.
By: BRL Universal Compression Management,
Inc., its General Partner
By:/s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: President
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XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as indenture trustee
By:/s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
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Title: Assistant Vice President
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The undersigned hereby consent to
the amendment to the Indenture:
VARIABLE FUNDING CAPITAL
CORPORATION, as Holder and Requisite
Global Majority
By: First Union Securities, Inc., acting
under the trade name Wachovia Securities,
as attorney-in-fact
By: /s/ Xxxxx X. Xxxxx VP
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Name: Xxxxx X. Xxxxx
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Title: Vice President
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AMENDMENT NO. 2 TO INDENTURE
FIRST UNION SECURITIES, INC., acting
under the trade name Wachovia Securities
By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxxx
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Title: Vice President
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FIRST UNION NATIONAL BANK
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: Senior Vice President
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AMENDMENT NO. 2 TO INDENTURE
