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 Delaware limited partnership ("Lessor") and UNIVERSAL COMPRESSION, INC.,
a Texas corporation ("Lessee").
WITNESSETH:
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
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,
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,
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 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.
(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 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 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 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 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/ Xxxxxxx X. Xxxxxx
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President
UNIVERSAL COMPRESSION, INC.,
as Lessee
By: /s/ Xxxxxxx X. XxxxXxxxxx
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Senior Vice President and
Chief Financial Officer
-Signature Page-
[First Amendment to Equipment Lease Agreement]
