EXHIBIT 10.8
AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT
THIS AMENDMENT NO. 4, dated as of November 8, 2001 (the "Amendment"),
to that certain Management Agreement (as amended, restated or otherwise modified
from time to time prior to the date hereof, the "Agreement"), dated as of
February 9, 2001, between Universal Compression, Inc. ( "UCI") and BRL Universal
Compression Funding I, L.P. ("BRL").
WITNESSETH:
WHEREAS, UCI and BRL desire to amend the Agreement;
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
SECTION 1. Defined Terms. Unless otherwise amended by the terms of this
Amendment terms used in this Amendment shall have the meanings assigned to them
in the Agreement.
SECTION 2. Amendments to the Agreement. Effective at 8:00 a.m. (New
York time) on November 8, 2001, following the execution and delivery of this
Amendment (the "Effective Date"):
(a) Section (2) in the definition of "INCENTIVE MANAGEMENT FEE" set forth in
Section 1 of the Agreement is hereby deleted in its entirety and the following
shall be substituted in place thereof:
"(2) if Universal or any of its Affiliates is not then fulfilling the
role of the Manager, the amount designated as such to be set forth in a
separate letter agreement among the Owner, Universal and the Back-up
Manager."
(b) The first clause of Section (2) of the definition of "OPERATIONS FEE" set
forth in Section 1 of the Agreement shall be deleted in its entirety and the
following shall be substituted in place thereof:
"(2) at all times not covered by clause (1) the actual operating costs
actually incurred by a successor Manager in the Collection Period
immediately preceding such Payment Date with respect to the Owner
Compressors, including, without limitation, the actual direct costs of
labor, materials, parts and supplies;"
(c) The first clause of Section (2) of the definition of "S&A FEE" set forth in
Section 1 of the Agreement shall be deleted in its entirety and the following
shall be substituted in place thereof:
"(2) If Universal or any Affiliate thereof is not then fulfilling the
role of the Manager the actual selling and administrative costs
actually incurred by a successor Manager in the Collection Period
immediately preceding such Payment Date with respect to the Owner
Compressors;"
Amendment No. 4 to Management Agreement-Page 1
(d) The definition of "SERVICES STANDARD" set forth in Section 1 of the
Agreement shall be deleted in its entirety and the following shall be
substituted in place thereof:
" "SERVICES STANDARD" shall mean such efforts which are at a level of
care, diligence and skill consistent with generally accepted industry
standards and which are at least equal to the efforts used by Universal
with respect to the UCI Compressors."
SECTION 3. Representations and Warranties. Each of the parties hereto
hereby confirms that each of the representations and warranties set forth in the
Agreement 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.
SECTION 4. Effectiveness of Agreement.
(a) This Amendment shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.
(b) On the Effective Date, (i) this Amendment shall become a part of the
Agreement and (ii) each reference in the Agreement to "this Agreement", or
"hereof", "hereunder" or words of like import, and each reference in any other
document to the Agreement shall mean and be a reference to such Agreement, as
amended or modified hereby.
(c) Except as expressly amended or modified hereby, the Agreement 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 page follows]
Amendment No. 4 to Management Agreement-Page 2
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered as of the date hereof.
UNIVERSAL COMPRESSION, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------
Xxxxx X. Xxxxxx,
Executive Vice President
UCO COMPRESSION LLC
By: /s/ Xxxxx X. Xxxxxx
-------------------
Xxxxx X. Xxxxxx,
Executive Vice President
BRL UNIVERSAL COMPRESSION
FUNDING I, L.P.
By: BRL UNIVERSAL COMPRESSION
MANAGEMENT, INC., its general
partner
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx, President
Signature Page - Amendment No. 4 to Management Agreement-Page 1
For the limited purposes
set forth herein, Accepted
and Agreed:
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, not in its
individual capacity but solely as indenture
trustee
By: /s/ Xxxx Xxxxxx
---------------
Name: Xxxx Xxxxxx
-----------
Title: Assistant Vice President
------------------------
Amendment No. 4 to the Management
Agreement is hereby approved.
FIRST UNION SECURITIES, INC., as deal
agent
By: /s/ Xxxxx Xxxxx
---------------
Xxxxx Xxxxx, Vice President
VARIABLE FUNDING CAPITAL
CORPORATION, as note holder
By: First Union Securities, Inc., as
attorney-in-fact
By: /s/ Xxxxx Xxxxx
---------------
Xxxxx Xxxxx, Vice President
Signature Page - Amendment No. 4 to Management Agreement-Page 2
