EXHIBIT 10.6
ANNEX A
-------
UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
October 16, 2001
Deutsche Banc ▇▇▇▇. ▇▇▇▇▇ Inc.
First Union Securities, Inc.
Banc One Capital Markets, Inc.
Scotia Capital (USA) Inc.
c/o Deutsche Banc ▇▇▇▇. ▇▇▇▇▇ Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Re: Universal Compression Synthetic Lease Financing
-----------------------------------------------
Ladies and Gentlemen:
Reference is made to that certain letter agreement dated January 21,
2001 among Deutsche Banc ▇▇▇▇. ▇▇▇▇▇ Inc. ("DBAB"), BRL Universal Equipment 2001
----
A, L.P. ("BRL"), BRL Universal Equipment Corp. ("BRLC") and Universal
--- ----
Compression, Inc. (the "Company") (the "Letter Agreement") and the indemnity
------- ----------------
letter referred to in Section 3(c) thereof (the "Indemnity Letter") (the Letter
----------------
Agreement and the Indemnity Letter (not including the supplement thereto dated
February 6, 2001) are referred to collectively herein as the "Engagement
----------
Letter"). Capitalized terms used herein without definition have the meanings
------
given such terms in the Engagement Letter.
In consideration of (i) the intention of BRL to acquire additional
domestic gas compression equipment with an aggregate appraised value of at least
$122.0 million from the Company and (ii) the intention of BRL, BRLC UCH and UCI
to raise additional funds of $122.0 million in the aggregate pursuant to the
provisions of the documents governing the Financing to finance the acquisition
of the additional equipment, the parties to the Engagement Letter wish to
execute this letter agreement (this "Agreement") supplementing certain
---------
provisions of the Engagement Letter. Contemporaneously herewith the Initial
Purchasers are entering into a purchase agreement with BRL and BRLC (the
"Purchase Agreement") relating to the purchase of $100,000,000 aggregate
-------------------
principal amount of 8-7/8% Senior Secured Notes due 2008 of BRL and BRLC (the
-2-
"Notes") offered pursuant to the offering memorandum dated the date hereof
----
prepared by UCH, UCI, BRL and BRLC (the "Memorandum").
----------
Section 1. Representations and Warranties. Each of UCH and UCI,
------------------------------
severally and jointly, represents and warrants to (provided, each such
representation and warranty shall be true and correct on the date hereof and at
and as of the Closing Date unless expressly stated to relate to another date)
and agrees with each of the Initial Purchasers that:
(a) Neither the Memorandum nor any amendment or supplement thereto
as of the date thereof and at all times subsequent thereto up to the
Closing Date (as defined in the Purchase Agreement) contained or contains
any untrue statement of a material fact or omitted or omits to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, except that the
representations and warranties set forth in this Section 1(a) do not apply
to the Initial Purchaser Information or the Issuer Information.
(b) The audited and unaudited consolidated financial statements of
UCH and UCI included or incorporated by reference into the Memorandum
present fairly in all material respects the financial position, results of
operations and cash flows of each of UCH and UCI at the respective dates
and for the respective periods to which they relate and have been prepared
in accordance with generally accepted accounting principles applied on a
consistent basis, except as otherwise stated therein. Deloitte & Touche
LLP, and, to the knowledge of UCI and ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and KPMG LLP
(the "Independent Accountants") are independent public accounting firms
-----------------------
within the meaning of the Act and the rules and regulations promulgated
thereunder
(c) The pro forma financial statements (including the notes
thereto) and the other pro forma financial information included or
incorporated by reference in the Memorandum (i) comply as to form in all
material respects with the applicable requirements of Regulation S-X
promulgated under the Exchange Act, (ii) have been prepared in all material
respects in accordance with the Commission's rules and guidelines with
respect to pro forma financial statements, and (iii) have been properly
computed on the bases described therein; the assumptions used in the
preparation of the pro forma financial data and other pro forma financial
information included in the Memorandum are reasonable and the adjustments
used therein are appropriate in all material respects to give effect to the
transactions or circumstances referred to therein.
(d) The statistical and market-related data included in the
Memorandum are based on or derived from sources which UCH and UCI believe
to be in all material respects reliable and accurate.
-3-
(e) Neither UCH nor UCI nor any agent acting on their behalf has
taken or will take any action that might cause this Agreement or the sale
of the Notes to violate Regulation T, U or X of the Board of Governors of
the Federal Reserve System, in each case as in effect on the Closing Date.
(f) Each of UCH and UCI (i) makes and keeps books and records
which, in reasonable detail, accurately and fairly reflect the transactions
and disposition of assets of such entity and (ii) maintains internal
accounting controls which provide reasonable assurance that (A)
transactions are executed in accordance with management's general or
specific authorization, (B) transactions are recorded as necessary to
permit preparation of its financial statements and to maintain
accountability for its assets, (C) access to its assets is permitted only
in accordance with management's authorization and (D) the reported
accountability for its assets is compared with existing assets at
reasonable intervals.
(g) The Notes, the Indenture, the Registration Rights Agreement
(as defined in the Memorandum) and each of the Operative Documents (as
defined in the Memorandum) will conform in all material respects to the
descriptions thereof in the Memorandum.
(h) No holder of securities of UCH or UCI will be entitled to have
such securities registered under the registration statements required to be
filed pursuant to the Registration Rights Agreement (as defined in the
Memorandum) other than as expressly permitted thereby.
(i) Neither UCH nor UCI nor any of their respective affiliates as
defined in Rule 501(b) of Regulation D under the Act ("Affiliates") have
-----------
directly, or through any agent, (i) sold, offered for sale, solicited
offers to buy or otherwise negotiated in respect of any "security" (as
defined in the Act) which is or could be integrated with the sale of the
Notes in a manner that would require the registration under the Act of the
Notes or (ii) engaged in any form of general solicitation or general
advertising (as those terms are used in Regulation D under the Act) in
connection with the offering of the Notes or in any manner involving a
public offering within the meaning of Section 4(2) of the Act.
(j) Neither UCH nor UCI has taken, nor will it take, directly or
indirectly, any action designed to, or that might be reasonably expected
to, cause or result in stabilization or manipulation of the price of the
Notes.
(k) Neither UCH nor UCI nor any of their Affiliates or any person
acting on its or their behalf (other than the Initial Purchasers) has
-4-
engaged in any directed selling efforts (as that term is defined in
Regulation S under the Act ("Regulation S")) with respect to the Notes.
------------
(l) On the Closing Date, all the representations and warranties
made by UCH and UCI in the Participation Agreement (as defined in the
Memorandum) shall be true and correct.
(m) This Agreement and the Registration Rights Agreement have been
duly authorized, executed and delivered by each of UCH and UCI.
Section 2. Covenants. Each of UCH and UCI covenants and agrees,
---------
jointly and severally, with each of the Initial Purchasers that:
(a) UCH and UCI will not amend or supplement the Memorandum
or any amendment or supplement thereto of which the Initial Purchasers
shall not previously have been advised and furnished a copy for a
reasonable period of time prior to the proposed amendment or supplement and
as to which the Initial Purchasers shall reasonably object to in writing;
any objection to such amendment or supplement shall be made within two
business days after receiving a draft copy thereof. UCH and UCI will
promptly, upon the reasonable request of the Initial Purchasers or counsel
for the Initial Purchasers, make any amendments or supplements to the
Memorandum that may be necessary or advisable in connection with the resale
of the Notes by the Initial Purchasers.
(b) If, at any time prior to the completion of the
distribution by the Initial Purchasers of the Notes or the Private Exchange
Notes (as defined in the Registration Rights Agreement), any event occurs
or information becomes known as a result of which the Memorandum as then
amended or supplemented would include any untrue statement of a material
fact, or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or if for any other reason it is necessary at any time to amend
or supplement the Memorandum to comply with applicable law, UCH and UCI
will promptly notify the Initial Purchasers thereof and will prepare, at
the expense of UCH and UCI, an amendment or supplement to the Memorandum
that corrects such statement or omission or effects such compliance.
(c) UCH and UCI will, without charge, provide to the Initial
Purchasers and to counsel for the Initial Purchasers as many copies of the
Memorandum or any amendment or supplement thereto as the Initial Purchasers
may reasonably request.
-5-
(d) For a period of one year after the Closing Date, UCH and
UCI will furnish to the Initial Purchasers copies of any reports or
financial statements furnished to or filed by UCH or UCI with the
Commission or any national securities exchange on which any class of
securities of UCH or UCI may be listed.
(e) For so long as any of the Notes remain outstanding and
have not been registered pursuant to the Act, UCH and UCI will make
available at their expense, upon reasonable request, to any holder of such
Notes and any prospective purchasers thereof the information specified in
Rule 144A(d)(4) under the Act, unless UCH or UCI, as the case may be, are
subject to Section 13 or 15(d) of the Exchange Act.
Section 3. Conditions Precedent. The obligation of the Initial
---------------------
Purchasers to fulfill any obligation to BRL and BRLC as contemplated by the
Purchase Agreement shall, in the sole discretion of the Initial Purchasers, be
subject to the satisfaction or waiver of the following conditions on or prior to
the Closing Date (and BRL and BRLC so agree):
(a) The Initial Purchasers shall have received a certificate
of each of UCH and UCI, dated the Closing Date and addressed to BRL and the
Initial Purchasers, signed on behalf of UCH and UCI by their respective
duly authorized officers to the effect that:
(i) The representations and warranties of UCH and UCI
contained in this Agreement are true and correct in all material
respects on and as of the Closing Date, and UCH and UCI have
performed in all material respects all covenants and agreements
and satisfied all conditions on their part to be performed or
satisfied hereunder at or prior to the Closing Date;
(ii) At the Closing Date, since the date of the Memorandum
or since the date of the most recent financial statements in the
Memorandum (exclusive of any amendment or supplement thereto
after the date of the Memorandum), no event or development has
occurred, and no information has become known, that, individually
or in the aggregate, has or would reasonably be expected to have
a material adverse effect on the business, condition (financial
or otherwise) or results of operations of UCH and UCI, taken as a
whole (any such event, a "Material Adverse Effect"); and
-----------------------
(iii) The sale of the Notes has not been enjoined
(temporarily or permanently).
(b) On the Closing Date, the Initial Purchasers shall have
received the opinions to be delivered to the parties pursuant to the
Participation Agreement, dated as of the Closing Date and addressed to the
-6-
Initial Purchasers, of King & Spalding, Gardere ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇
▇▇▇▇▇▇▇, counsel for UCH and UCI, in form and substance satisfactory to
counsel for the Initial Purchasers.
(c) The representations and warranties of each of UCH and UCI
contained in this Agreement shall be true and correct on and as of the date
hereof and on and as of the Closing Date in all material respects as if
made on and as of the Closing Date; the statements of the officers of UCH
or UCI made pursuant to any certificate delivered in accordance with the
provisions hereof shall be true and correct in all material respects on and
as of the date made and on and as of the Closing Date; each of UCH and UCI
shall have performed in all material respects all covenants and agreements
and satisfied all conditions on its part to be performed or satisfied
hereunder at or prior to the Closing Date; and, except as described in the
Memorandum (exclusive of any amendment or supplement thereto after the date
hereof), subsequent to the date of the most recent financial statements in
such Memorandum, there shall have been no event or development, and no
information shall have become known, that, individually or in the
aggregate, has or would reasonably be expected to have a Material Adverse
Effect.
(d) Subsequent to the date of the most recent financial statements
of UCH or UCI incorporated by reference in the Memorandum (exclusive of any
amendment or supplement thereto after the date hereof), neither UCH nor UCI
shall have sustained any loss or interference with respect to its business
or properties from fire, flood, hurricane, accident or other calamity,
whether or not covered by insurance, or from any strike, labor dispute,
slowdown or work stoppage or from any legal or governmental proceeding,
order or decree, which loss or interference, individually or in the
aggregate, has or would reasonably be expected to have a Material Adverse
Effect.
(e) On the Closing Date, the Initial Purchasers shall have
received the Registration Rights Agreement executed by UCH and UCI and the
other parties thereto.
(f) On the Closing Date, all conditions of UCH or UCI to the
consummation of the transactions contemplated by the Operative Documents
shall have been satisfied and each Operative Document shall be in full
force and effect as to UCH and UCI. Since the date of this Agreement,
except in connection with the offering of the Notes or as previously
disclosed to the Initial Purchasers and reasonably acceptable to them,
there have been no amendments, modifications, restatements or waivers to
any Operative Documents which would be required to be disclosed in the
Memorandum and are not so disclosed.
On or before the Closing Date, the Initial Purchasers and counsel for
the Initial Purchasers shall have received such further documents, opinions,
certificates, letters and schedules or instruments relating to the business,
-7-
corporate, legal and financial affairs of UCH and UCI as they shall have
heretofore reasonably requested from UCH and UCI.
All such documents, opinions, certificates, letters, schedules or
instruments delivered pursuant to this Agreement will comply with the provisions
hereof only if they are reasonably satisfactory in all material respects to the
Initial Purchasers and counsel for the Initial Purchasers. UCH and UCI shall
furnish to the Initial Purchasers such conformed copies of such documents,
opinions, certificates, letters, schedules and instruments in such quantities as
the Initial Purchasers shall reasonably request.
Section 4. Indemnification and Contribution.
--------------------------------
(a) UCH and UCI agree to indemnify and hold harmless the Initial
Purchasers and each person, if any, who controls any Initial Purchaser within
the meaning of Section 15 of the Securities Act of 1933, as amended (the "Act")
or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), against any losses, claims, damages or liabilities to which any Initial
Purchaser or such controlling person may become subject under the Act, the
Exchange Act or otherwise, insofar as any such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of any
material fact contained in any Memorandum or any amendment or supplement
thereto; or
(ii) the omission or alleged omission to state, in any
Memorandum or any amendment or supplement thereto, a material fact required
to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading
and will reimburse, as incurred, the Initial Purchasers and each such
controlling person for any legal or other expenses reasonably incurred by the
Initial Purchasers or such controlling person in connection with investigating,
defending against or appearing as a third-party witness in connection with any
such loss, claim, damage, liability or action; provided, however, UCH and UCI
will not be liable in any such case to the extent that any such loss, claim,
damage, or liability arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in the Memorandum
or any amendment or supplement thereto in reliance upon and in conformity with
written information concerning the Initial Purchasers furnished to UCH or UCI,
as the case may be, by the Initial Purchasers specifically for use therein. This
indemnity agreement will be in addition to any liability that UCH or UCI may
otherwise have to the indemnified parties. UCH and UCI shall not be liable under
this Section 4 for any settlement of any claim or action effected without their
prior written consent, which shall not be unreasonably withheld, delayed or
conditioned. The Initial Purchasers shall not, without the prior written consent
-8-
of UCH and UCI, effect any settlement or compromise of any pending or threatened
proceeding in respect of which UCH and UCI are or could have been a party, or
indemnity could have been sought hereunder by UCH and UCI, unless such
settlement (A) includes an unconditional written release of UCH and UCI, in form
and substance reasonably satisfactory to UCH and UCI, from all liability on
claims that are the subject matter of such proceeding and (B) does not include
any statement as to an admission of fault, culpability or failure to act by or
on behalf of UCH and UCI.
(b) The Initial Purchasers agree to indemnify and hold harmless
UCH and UCI, their respective directors, officers and each person, if any, who
controls UCH and UCI within the meaning of Section 15 of the Act or Section 20
of the Exchange Act against any losses, claims, damages or liabilities to which
UCH and UCI or any such director, officer or controlling person may become
subject under the Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon (i) any untrue statement or alleged untrue statement of any
material fact contained in the Memorandum or any amendment or supplement
thereto, or (ii) the omission or the alleged omission to state therein a
material fact required to be stated in the Memorandum or any amendment or
supplement thereto, or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information concerning such Initial
Purchaser, furnished to UCH or UCI, as the case may be, by the Initial
Purchasers specifically for use therein; and subject to the limitation set forth
immediately preceding this clause, will reimburse, as incurred, any legal or
other expenses reasonably incurred by UCH or UCI or any such director, officer
or controlling person in connection with investigating or defending against or
appearing as a third party witness in connection with any such loss, claim,
damage, liability or action in respect thereof. This indemnity agreement will be
in addition to any liability that the Initial Purchasers may otherwise have to
the indemnified parties. The Initial Purchasers shall not be liable under this
Section 4 for any settlement of any claim or action effected without their
consent, which shall not be unreasonably withheld. Neither UCH nor UCI shall,
without the prior written consent of the Initial Purchasers, effect any
settlement or compromise of any pending or threatened proceeding in respect of
which any Initial Purchaser is or could have been a party, or indemnity could
have been sought hereunder by any Initial Purchaser, which settlement or
compromise would be applicable to the Initial Purchasers unless such settlement
(A) includes an unconditional written release of the Initial Purchasers, in form
and substance reasonably satisfactory to the Initial Purchasers, from all
liability on claims that are the subject matter of such proceeding and (B) does
not include any statement as to an admission of fault, culpability or failure to
act by or on behalf of any Initial Purchaser.
-9-
(c) Promptly after receipt by an indemnified party under this
Section 4 of notice of the commencement of any action for which such indemnified
party is entitled to indemnification under this Section 4, such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 4, notify the indemnifying party of the commencement
thereof in writing; but the omission to so notify the indemnifying party (i)
will not relieve it from any liability under paragraph (a) or (b) above unless
and to the extent such failure results in the forfeiture by the indemnifying
party of substantive rights and defenses and (ii) will not, in any event,
relieve the indemnifying party from any obligations to any indemnified party
other than the indemnification obligation provided in paragraphs (a) and (b)
above. In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party; provided, however, that if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest, (ii) the defendants in any such action include both
the indemnified party and the indemnifying party and the indemnified party shall
have been advised by counsel in writing that there may be one or more legal
defenses available to it and/or other indemnified parties that are different
from or additional to those available to the indemnifying party, or (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after receipt by the indemnifying party of notice of the institution of
such action, then, in each such case, the indemnifying party shall not have the
right to direct the defense of such action on behalf of such indemnified party
or parties and such indemnified party or parties shall have the right to select
separate counsel to defend such action on behalf of such indemnified party or
parties. After notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof and approval by such indemnified
party of counsel appointed to defend such action, the indemnifying party will
not be liable to such indemnified party under this Section 4 for any legal or
other expenses, other than reasonable costs of investigation, subsequently
incurred by such indemnified party in connection with the defense thereof,
unless (i) the indemnified party shall have employed separate counsel in
accordance with the proviso to the immediately preceding sentence (it being
understood, however, that in connection with such action the indemnifying party
shall not be liable for the expenses of more than one separate counsel (in
addition to local counsel) in any one action or separate but substantially
similar actions in the same jurisdiction arising out of the same general
allegations or circumstances, designated by the Initial Purchasers in the case
of paragraph (a) of this Section 4 or UCH or UCI in the case of paragraph (b) of
this Section 4, representing all of the indemnified parties under such paragraph
(a) or paragraph (b), as the case may be, who are parties to such action or
actions) or (ii) the indemnifying party has authorized in writing the employment
of counsel for the indemnified party at the expense of the indemnifying party.
-10-
After such notice from the indemnifying party to such indemnified party, the
indemnifying party will not be liable for the costs and expenses of any
settlement of such action effected by such indemnified party without the prior
written consent of the indemnifying party (which consent shall not be
unreasonably withheld), unless such indemnified party waived in writing its
rights under this Section 4, in which case the indemnified party may effect such
a settlement without such consent.
(d) In circumstances in which the indemnity agreement provided for
in the preceding paragraphs of this Section 4 is unavailable to, or insufficient
to hold harmless, an indemnified party in respect of any losses, claims, damages
or liabilities (or actions in respect thereof), each indemnifying party, in
order to provide for just and equitable contribution, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect (i) the relative benefits received by
the indemnifying party or parties on the one hand and the indemnified party on
the other from the offering of the Notes or (ii) if the allocation provided by
the foregoing clause (i) is not permitted by applicable law, not only such
relative benefits but also the relative fault of the indemnifying party or
parties on the one hand and the indemnified party on the other in connection
with the statements or omissions or alleged statements or omissions that
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof). The relative benefits received by UCH and UCI on the one hand and any
Initial Purchaser on the other shall be deemed to be in the same proportion as
the total proceeds from the offering of the Notes (before deducting expenses)
received bear to the total discounts and commissions or other compensation
received by such Initial Purchaser with respect to the Notes purchased by such
Initial Purchaser. The relative fault of the parties shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by UCH and UCI on the one hand, or such Initial
Purchaser on the other, the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission or
alleged statement or omission, and any other equitable considerations
appropriate in the circumstances. UCH and UCI and the Initial Purchasers agree
that it would not be equitable if the amount of such contribution were
determined by pro rata or per capita allocation or by any other method of
allocation that does not take into account the equitable considerations referred
to in the first sentence of this paragraph (d). Notwithstanding any other
provision of this paragraph (d), no Initial Purchaser shall be obligated to make
contributions hereunder that in the aggregate exceed the total discounts,
commissions and other compensation received by such Initial Purchaser, less the
aggregate amount of any damages that such Initial Purchaser has otherwise been
required to pay by reason of the untrue or alleged untrue statements or the
omissions or alleged omissions to state a material fact, and no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this paragraph (d), each person,
-11-
if any, who controls an Initial Purchaser within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act shall have the same rights to
contribution as the Initial Purchasers, and each director of either UCH or UCI,
each officer of either UCH or UCI and each person, if any, who controls either
UCH or UCI within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, shall have the same rights to contribution as UCH or UCI, as the
case may be. The indemnity and contribution agreements contained in this Section
4 will be in addition to any liability that the indemnifying parties may
otherwise have to the indemnified parties referred to above.
Section 5. Certain Information. The statements set forth in the
--------------------
third paragraph and the second and third sentences in the fifth paragraph and
the seventh, eighth, ninth and tenth paragraphs under the heading "Private
Placement" in the Memorandum constitute the only information furnished by the
Initial Purchasers to UCH or UCI for the purposes of Sections 1(a) and 4 hereof
(the "Initial Purchaser Information"). The statements set forth in the
-------------------------------
penultimate paragraph on page 11 and the last paragraph on page 85 on pages 37,
41, 53 through 55, 74, 75, 83 and F-1 through F-5 constitute the only
information furnished by BRL and BRLC (the "Issuer Information").
-------------------
Section 6. Survival Clause. Notwithstanding anything to the contrary
---------------
in the other provisions of the Engagement Letter, the respective
representations, warranties, agreements, covenants, indemnities and other
statements of UCH and UCI, their respective officers and the Initial Purchasers
set forth in this Agreement or made by or on behalf of them pursuant to this
Agreement shall remain in full force and effect, regardless of (i) any
investigation made by or on behalf of UCH or UCI, any of their respective
officers or directors, the Initial Purchasers or any controlling person referred
to in Section 4 hereof and (ii) delivery of and payment for the Notes. The
respective agreements, covenants, indemnities and other statements set forth in
Section 4 hereof shall remain in full force and effect, regardless of any
termination or cancellation of this Agreement.
Section 7. Other Agreements; Parties. Upon the execution hereof by
--------------------------
the parties hereto, this Agreement shall be a binding agreement, in full force
and effect, among the parties hereto. The Engagement Letter, as specifically
supplemented hereby, shall continue to be in full force and effect and is in all
respects ratified and confirmed, except with respect to Sections 2(a), 2(b),
2(c), 3(b) and 3(c) thereof, which are terminated and superseded in their
entirety hereby.
Section 8. Termination. Notwithstanding anything to the contrary in
-----------
the other provisions of the Engagement Letter, the Engagement Letter shall be
deemed to be in full force and effect as supplemented by this Agreement;
provided that this Agreement may be terminated at the same time as any
termination of the Purchase Agreement; provided, however, that the
-12-
indemnification provisions hereof set forth in Section 4 shall survive any such
termination as provided in Section 6.
S-1
Please confirm that the foregoing is in accordance with your
understanding by signing and returning to us the enclosed duplicate of this
letter.
Very truly yours,
UNIVERSAL COMPRESSION, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Senior Vice President and
Chief Financial Officer
UNIVERSAL COMPRESSION HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Senior Vice President and
Chief Financial Officer
AGREED TO AND ACCEPTED as of the
date first written above:
DEUTSCHE BANC ALEX. BROWN INC.
FIRST UNION SECURITIES, INC.
BANC ONE CAPITAL MARKETS, INC.
SCOTIA CAPITAL (USA) INC.
By: Deutsche Banc ▇▇▇▇. ▇▇▇▇▇ Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
S-2
BRL UNIVERSAL EQUIPMENT 2001 A, L.P.
By: BRL Universal Equipment Management, Inc.,
its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Executive Vice President
BRL UNIVERSAL EQUIPMENT CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Executive Vice President
