EXHIBIT 4.1
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BRL UNIVERSAL EQUIPMENT 2001 A, L.P.
BRL UNIVERSAL EQUIPMENT CORP.
as Issuers
and
THE BANK OF NEW YORK,
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of September 11, 2001
8 7/8% Senior Secured Notes due 2008
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This First Supplemental Indenture, dated as of September 11, 2001 (this
"First Supplemental Indenture"), is made and entered into by and between BRL
Universal Equipment 2001 A, L.P. ("BRL"), BRL Universal Equipment Corp. ("BRL
Corp." and together with BRL, the "Issuers") and The Bank of New York, as
trustee (the "Trustee"), under an Indenture dated as of February 9, 2001,
between the Issuers, as issuers, and the Trustee, as trustee (the "Original
Indenture"). All capitalized terms used in this First Supplemental Indenture
that are defined in the Original Indenture, either directly or by reference
therein, have the meanings assigned to them therein, except to the extent such
terms are defined in this First Supplemental Indenture or the context clearly
requires otherwise.
Whereas, Section 8.01 of the Original Indenture provides that the Issuers
and the Trustee may amend, waive or supplement the Original Indenture to, (i) to
cure any ambiguity, defect or inconsistency , provided that the same does not
adversely affect the rights of any Holder in any material respect; (ii) to
provide for uncertificated Notes in addition to certificated Notes; (iii) to
comply with any requirements of the Commission in order to effect or maintain
the qualification of the Original Indenture under the TIA; or (iv) to make any
change that would provide any additional benefit or rights to the Holders or
that does not adversely affect the rights of any Holder in any material respect,
without notice to or the consent of any Holder, upon the request of each Issuer
accompanied by a Board Resolution of each Issuer and the documents set forth in
Section 8.06 of the Original Indenture;
Whereas, the Board of Directors of the Issuers have adopted resolutions
authorizing and approving the amendment of Section 1.01 of the Original
Indenture for the purpose of (i) curing any ambiguity, defect or inconsistency
that does not adversely affect the rights of any Holder in any material respect
and (ii) to make changes that do not adversely affect the rights of any Holder
in any material respect, as more particularly described in this First
Supplemental Indenture, and the Issuers and the Trustee are executing and
delivering this First Supplemental Indenture to provide for such amendment;
Whereas, the Trustee has received the items listed in Section 8.06 and
Section 10.04 of the Original Indenture;
Whereas, the Issuers have determined that the amendments described below do
not adversely affect the interests of the Holders in any material respect;
Now, Therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this First
Supplemental Indenture hereby agree as follows:
ARTICLE I
AMENDMENTS TO ORIGINAL INDENTURE
Section 1.01 Amendments to Section 1.01. Section 1.01 of the Original
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Indenture is hereby amended as follows:
(a) The definition of "Initial Notes" is hereby amended in its entirety to
read as follows:
"'Initial Notes' means any (i) Notes issued under this Indenture for
so long as such securities constitute Restricted Securities and (ii) any
Notes issued under this Indenture that have been registered with the
Commission pursuant to an effective registration statement filed by the
Issuer, UCI and UCH and were not issued as Exchange Notes."
(b) The definition of "Unrestricted Global Note" is hereby amended in its
entirety to read as follows:
"'Unrestricted Global Note' means a permanent Global Note in the form
of Exhibit B attached hereto that bears the Global Note Legend and that has
the "Schedule of Exchanges of Interests in the Global Note" attached
thereto and that is deposited with or on behalf of and registered in the
name of the Depositary, representing a series of Notes that do not bear the
Private Placement Legend."
(c) The definition of "Registration Rights Agreement" is hereby amended in
its entirety to read as follows:
"'Registration Rights Agreement' means (i) the Registration Rights
Agreement dated as of February 9, 2001 among the Issuers, UCI, UCH and the
Initial Purchasers, as such agreement may be amended, supplemented, or
modified in accordance with the terms thereof, and (ii) any other
registration rights agreement in form similar to the Registration Rights
Agreement defined in clause (i) relating to Initial Notes that are not
subject to the Registration Rights Agreement defined in clause (i), as such
agreement may be amended, supplemented, or modified in accordance with the
terms thereof,."
(d) The definition of "Issue Date" is hereby amended in its entirety to
read as follows:
"'Issue Date' means (i) February 9, 2001, with respect to each of
Section 2.02, the Notes issued on February 9, 2001 and the definitions of
"BRL Term Loan Agreement," "Equipment Lease Agreement" and "Participation
Agreement," and (ii) the date of issuance of any Notes other than the Notes
referred to in (i) herein."
(e) The definitions of "BRL Term Loan Agreement" and "Limited Partnership
Agreement" are each amended by adding at the end thereof:
",as such agreement may amended, supplemented or modified in
accordance with the terms thereof."
ARTICLE II
GENERAL PROVISIONS
Section 2.01. Ratification of Indenture. The Original Indenture is in
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all respects acknowledged, ratified and confirmed, and shall continue in full
force and effect in accordance with the terms thereof and as amended and
supplemented by this First Supplemental Indenture. The Original Indenture and
this First Supplemental Indenture shall be read, taken and construed as one and
the same instrument. All references to the Original Indenture in the Original
Indenture or in any other agreement, document or instrument delivered in
connection therewith or pursuant thereto shall be deemed to refer to the
Original Indenture as amended and supplemented by this First Supplemental
Indenture.
Section 2.02. Effect of Headings. The Article and Section headings in
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this First Supplemental Indenture are for convenience only and shall not affect
the construction of this First Supplemental Indenture.
Section 2.03. Severability. In case any one or more of the provisions
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in this First Supplemental Indenture shall be held invalid, illegal or
unenforceable, in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
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provisions shall not in any way be affected or impaired thereby, it being
intended that all of the provisions hereof shall be enforceable to the full
extent permitted by law.
Section 2.04. Governing Law. This First Supplemental Indenture and the
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Notes shall be governed by and construed in accordance with the law of the State
of New York but without giving effect to applicable principles of conflicts of
law.
Section 2.05. Counterparts. This First Supplemental Indenture may be
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executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
the same instrument.
Section 2.06 Trustee Not Responsible for Recitals. The recitals contained
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herein shall be taken as statements of the Issuers and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this First Supplemental Indenture.
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SIGNATURES
IN WITNESS WHEREOF, the parties to this First Supplemental Indenture have
caused this First Supplemental Indenture to be duly executed and effective as of
September 11, 2001.
BRL UNIVERSAL EQUIPMENT 2001 A, L.P.
By: BRL Universal Equipment Management, Inc.,
its general partner
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
BRL UNIVERSAL EQUIPMENT CORP.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
THE BANK OF NEW YORK, AS TRUSTEE
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, Vice President
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