EXHIBIT 4.2
AMENDMENT NO. 1 TO INDENTURE
THIS AMENDMENT No. 1, dated as of October 1, 2001 (the
"Amendment") is made to amend the Indenture, dated as of February 9, 2001 (as
amended, supplemented or otherwise modified from time to time, the "Indenture"),
between BRL Universal Compression Funding I, L.P. (the "Issuer") and Xxxxx Fargo
Bank Minnesota, National Association, as indenture trustee (the "Indenture
Trustee").
W I T N E S S E T H:
WHEREAS, the parties hereto have previously entered into the
Indenture which requires the Issuer to enter into and maintain one or more
interest rate hedge agreements;
WHEREAS, Issuer has prepaid $38,800,000 of its Series 2001-1
Notes;
WHEREAS, the parties hereto wish to amend the Indenture to
provide that the Issuer will not be required to reduce the notional amount of
such interest rate hedge agreements in connection with such prepayment;
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 to such terms in
the Indenture.
Section 2. Amendments to the Indenture. Effective on October 23, 2001,
following the execution and delivery of this Amendment, Section 630(a) of the
Indenture will be deleted in its entirety and replaced with the following:
" (a) The Issuer will enter into and maintain (or will cause to be entered into
and maintained) one or more Interest Rate Swap Agreements with one or more
Eligible Interest Rate Swap Counterparties having an aggregate notional balance:
(x) not less than 90% of the sum of the then unpaid principal balance of the
Notes of all Series then Outstanding and all outstanding Capital and (y) not
more than 100% of the Asset Base. The duration of the Interest Rate Swap
Agreements will be consistent with the Termination Dates of the Lease Pools. All
of the foregoing requirements shall be collectively referred to as the "Hedging
Requirement". "
Section 3. Representations and Warranties. (a) Each of the parties
hereto hereby confirms that each of the representations and warranties set forth
in the Indenture made by such party are true and correct as of the date first
written above with the same effect as though each had been made by such party as
of such date, except to the extent that any of such representations and
warranties expressly relate to earlier dates.
(b) The Issuer hereby confirms that each of the conditions
precedent to the amendment to the Indenture have been, or contemporaneously with
the execution of this Amendment will be satisfied.
Section 4. Effectiveness of Amendment.
(a) This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
(b) On and after the execution and delivery hereof, (i) this
Amendment shall become 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 such Indenture, as amended or modified hereby.
(c) Except as expressly amended or modified hereby, the
Indenture shall remain in full force and effect and is hereby ratified and
confirmed by the parties hereto.
Section 5. Execution in Counterparts, Effectiveness. 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 REFERENCE TO NEW
YORK'S CONFLICTS OF LAW PRINCIPLES, 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.]
2
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective officers as of the day and
year first above written.
BRL UNIVERSAL COMPRESSION FUNDING I, L.P.
By: BRL UNIVERSAL COMPRESSION
MANAGEMENT, INC., its general manager
By:/s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, not in its individual
capacity but solely 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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AMENDMENT NO. 1 TO INDENTURE
The amendment no. 1 to the Indenture is hereby approved.
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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VARIABLE FUNDING CAPITAL CORPORATION
By: First Union Securities, Inc.,
its 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. 1 TO INDENTURE
