EXHIBIT 10.3
PARTICIPATION AGREEMENT SUPPLEMENT
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NO. 1
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This Participation Agreement Supplement (this "Supplement") dated as of
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October 23, 2001 is executed pursuant to, and incorporates by reference all of
the terms, conditions and provisions of, the First Amended and Restated
Participation Agreement (as amended, modified and supplemented prior to delivery
of this Supplement, "Participation Agreement"), dated as of October 23, 2001,
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among Universal Compression, Inc. ("Lessee"), Universal Compression Holdings,
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Inc., BRL Universal Equipment ▇▇▇▇ ▇, ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ not in its
individual capacity but as indenture trustee for Tranche A Noteholders, BRL
Universal Equipment Management, Inc., Tranche B Lenders from time to time party
thereto, Bankers Trust Company, as Administrative Agent, and Bankers Trust
Company, as Collateral Agent. Capitalized terms not otherwise defined herein
have the meanings given in Appendix A to the Participation Agreement which
Appendix A also contains rules of usage and interpretation applicable hereto.
Maximum Acquisition Cost of Equipment to be acquired by Lessor and leased to
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Lessee pursuant to the Participation Agreement and Lease Agreement on the next
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Funding Date:
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$122,000,000.00
Commitment Termination Date:
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October 23, ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ B Commitments for equipment to be acquired by Lessor and
leased to Lessee pursuant to the Participation Agreement and Lease Agreement on
the next Funding Date: $18,262,500.00
Tranche B Commitment for financing equipment
to be acquired by Lessor and leased to Lessee
pursuant to the Participation Agreement and
Tranche B Lender Lease Agreement on the next Funding Date ($)
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Bankers Trust Company $ 9,131,250.00
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Internal Mail Code: NYC 02-2802
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
First Union National Bank $ 6,391,875.00
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ Wateroff
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Bank of Nova Scotia $ 1,826,250.00
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Bank One, NA $ 913,125.00
(Main Office Chicago)
▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
As of the date hereof, each of the Tranche B Lenders a party hereto and not
already a party to the Operative Documents assumes the rights and obligations of
a Tranche B Lender under the Operative Documents and shall be deemed a party to
each of the Operative Documents to which the Tranche B Lenders are a party.
Sellers:
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Universal Compression, Inc.
KCI, Inc.
KCI Leasing, Inc.
KCI Compression, L.P.
Projections:
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Projections referenced in Section 2.1(ii) of the Participation Agreement shall
mean the pro forma financial statements of Guarantor made a part of the draft
Offering Memorandum of the Lessor dated October 15, 2001.
Financial Statements:
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Financial Statements referenced in the last sentence of Section 2.1(u) of the
Participation Agreement shall mean the financial statements contained in the
Registration Statement filed with the SEC on August 10, 2001.
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Additional Conditions Precedent:
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1. Execution of and delivery by all parties thereto of the First Amendment
to Senior Secured Revolving Credit Agreement dated October 23, 2001 relating to
the amendment of Section 9.14 thereof in form and substance reasonably
acceptable to Administrative Agent.
Additional Operative Documents:
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None
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UNIVERSAL COMPRESSION, INC.,
as Lessee
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Senior Vice President
UNIVERSAL COMPRESSION HOLDINGS,
INC., as Guarantor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Senior Vice President
BRL UNIVERSAL EQUIPMENT 2001 A, L.P.,
as Lessor
By BRL Universal Equipment Management, Inc.
Its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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President
THE BANK OF NEW YORK,
not individually but as Indenture Trustee
for Tranche A Noteholders
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Vice President
-Signature Page-
[Participation Agreement Supplement No. 1]
We hereby consent to the terms of this Supplement:
BANKERS TRUST COMPANY,
as Administrative Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Director
BANKERS TRUST COMPANY
as Tranche B Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Director
FIRST UNION NATIONAL BANK
as Tranche B Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Vice President
BANK ONE, N.A.
(Main Office Chicago)
as Tranche B Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Vice President
-Signature Page-
[Participation Agreement Supplement No. 1]
THE BANK OF NOVA SCOTIA
as Tranche B Lender
By: /s/ M.D. ▇▇▇▇▇
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Agent
-Signature Page-
[Participation Agreement Supplement No. 1]
