1
EXHIBIT 4.7
THIS FIRST SUPPLEMENTAL INDENTURE is dated as of May 9,
2000 between UNIVERSAL COMPRESSION, INC., a Texas corporation, as
successor-in-interest to TW Acquisition Corporation, a Delaware corporation (the
"Company"), and UNITED STATES TRUST COMPANY OF NEW YORK, as trustee under the
Indenture hereinafter mentioned (the "Trustee").
WHEREAS, the Company has heretofore executed and delivered to
the Trustee an indenture dated as of February 20, 1998 (the "Indenture"),
providing for the creation and issuance of $242,500,000 in aggregate principal
amount at maturity of the Company's 9 7/8% Senior Discount Notes due 2008 (the
"Notes");
WHEREAS, the Company has solicited the consent of the Holders
of the Notes pursuant to a Consent Solicitation Statement dated April 17, 2000
as supplemented by Supplement to Consent Solicitation Statement dated April 28,
2000 (collectively, the "Consent Solicitation Statement") to amend the
definition of "Permitted Liens" contained in the Indenture;
WHEREAS, pursuant to Section 9.02 of the Indenture, the
Company and the Trustee may amend the definition of "Permitted Liens" contained
in the Indenture with the written consent of the Holders of not less than a
majority in aggregate principal amount of the Notes then outstanding; and
WHEREAS, the Company has received the consent of the Holders
of a majority in aggregate principal amount of the Notes to the amendment to the
Indenture described in the Consent Solicitation Statement;
NOW, THEREFORE, for and in consideration of the premises and
in order to effect the amendment to the Indenture described in the Consent
Solicitation Statement, the Company and the Trustee agree pursuant to Section
9.02 of the Indenture as follows:
Article 1
Amendment of Indenture
Section 1.01. Amendment of Section 1.01. Pursuant to Section
9.02 of the Indenture, Section 1.01 of the Indenture is hereby amended as
follows:
Immediately and automatically upon receipt by the Trustee not
later than 5:00 p.m. (New York time) on May 9, 2001 of an Officers' Certificate
in the form attached hereto as Exhibit A (the "Equity Condition Certificate"),
the definition of "Permitted Liens" contained in the Indenture shall be amended
and restated in its entirety to read as follows:
"Permitted Liens" means the following types of Liens:
(i) Liens for taxes, assessments or governmental
charges or claims which are either (a) not delinquent or (b) being
contested in good faith by appropriate proceedings and as to which the
Company or its Restricted Subsidiaries shall have set aside on its
books such reserves as may be required pursuant to GAAP;
2
(ii) statutory Liens of landlords and Liens of
carriers, warehousemen, mechanics, suppliers, materialmen, repairmen
and other Liens imposed by law incurred in the ordinary course of
business for sums not yet delinquent or being contested in good faith,
if such reserve or other appropriate provision, if any, as shall be
required by GAAP shall have been made in respect thereof;
(iii) Liens incurred or deposits made in the ordinary
course of business in connection with workers' compensation,
unemployment insurance, and other types of social security, including
any Lien securing letters of credit issued in the ordinary course of
business consistent with past practice in connection therewith, or to
secure the performance of tenders, statutory obligations, surety and
appeal bonds, bids, leases, government contracts, performance and
return-of-money bonds and other similar obligations (exclusive of
obligations for the payment of borrowed money);
(iv) Liens arising by reason of any judgment, decree
or order of any court but not giving rise to an Event of Default so
long as such Lien is adequately bonded and any appropriate legal
proceedings which may have been duly initiated for the review of such
judgment, decree or order shall not have been finally terminated or the
period within which such proceedings may be initiated shall not have
expired;
(v) easements, rights-of-way, zoning restrictions and
other similar charges or encumbrances in respect of real property not
interfering in any material respect with the ordinary conduct of the
business of the Company or any of its Restricted Subsidiaries;
(vi) Liens representing the interest or title of a
lessor under any capitalized lease or operating lease; provided that
such Liens do not extend to any property or assets which is not leased
property subject to such capitalized lease or operating lease;
(vii) Liens upon specific items of inventory or other
goods and proceeds of the Company or any of its Restricted Subsidiaries
securing such Person's obligations in respect of bankers' acceptances
issued or created for the account of such Person to facilitate the
purchase, shipment or storage of such inventory or other goods;
(viii) Liens securing reimbursement obligations with
respect to letters of credit which encumber documents and other
property relating to such letters of credit and products and proceeds
thereof;
(ix) Liens encumbering deposits made to secure
obligations arising from statutory, regulatory, contractual or warranty
requirements of the Company or any of its Restricted Subsidiaries,
including rights of offset and setoff;
(x) Liens securing Interest Swap Obligations which
Interest Swap Obligations relate to Indebtedness that is otherwise
permitted under this Indenture;
-2-
3
(xi) Liens securing Capitalized Lease Obligations and
Purchase Money Indebtedness permitted pursuant to Section 4.12;
provided, however, that in the case of Purchase Money Indebtedness (A)
the Indebtedness shall not exceed the cost of such property or assets
and shall not be secured by any property or assets of the Company or
any Restricted Subsidiary of the Company other than the property and
assets so acquired or constructed and (B) the Lien securing such
Indebtedness shall be created within 180 days of such acquisition or
construction or, in the case of a refinancing of any Purchase Money
Indebtedness, within 180 days of such refinancing;
(xii) Liens securing Indebtedness under Currency
Agreements;
(xiii) Liens securing Acquired Indebtedness incurred
in accordance with Section 4.12; provided that (A) such Liens secured
such Acquired Indebtedness at the time of and prior to the incurrence
of such Acquired Indebtedness by the Company or a Restructured
Subsidiary of the Company and were not granted in connection with, or
in anticipation of, the incurrence of such Acquired Indebtedness by the
Company or a Restricted Subsidiary of the Company and (B) such Liens do
not extend to or cover any property or assets of the Company or of any
of its Restricted Subsidiaries other than the property or assets that
secured the Acquired Indebtedness prior to the time such Indebtedness
became Acquired Indebtedness of the Company or a Restricted Subsidiary
of the Company; and
(xiv) Liens securing obligations with respect to
operating leases and guaranties thereof, provided that such Liens do
not extend to or cover any property or assets of the Company or any of
its Restricted Subsidiaries other than the property subject to such
leases, any property or rights (including rights under subleases)
relating to such leased property and the equity interests of the lessee
in any such lease, provided, however, that at the time of entering into
(and immediately after giving effect to) any such lease, the Company
and its Restricted Subsidiaries have consolidated assets (net of book
depreciation, if applicable) in excess of $100 million (excluding any
property subject to, or rights relating to, all such leases),
calculated in accordance with GAAP, as evidenced by an Officers'
Certificate delivered to the Trustee.
Article 2
The Trustee
Section 2.01. Privileges and Immunities of Trustee. The
Trustee accepts the amendment of the Indenture effected by this First
Supplemental Indenture but only upon the terms and conditions set forth in the
Indenture, including the terms and provisions defining and limiting the
liabilities and responsibilities of the Trustee, which terms and provisions
shall in like manner define and limit its liabilities and responsibilities in
the performance of the trust created by the Indenture as hereby amended. The
Trustee shall not be responsible for the validity or sufficiency of this First
Supplemental Indenture, for the due execution thereof by the Company for the
recitals contained herein or for the validity or accuracy of the contents of any
Equity Condition Certificate delivered hereunder, each of which is the Company's
responsibility.
-3-
4
Article 3
Miscellaneous Provisions
Section 3.01. Instruments to be Read Together. Except as
supplemented hereby, all provisions in the Indenture shall remain in full force
and effect. This First Supplemental Indenture is an indenture supplemental to
and in implementation of the Indenture, and said Indenture and this First
Supplemental Indenture shall henceforth be read together.
Section 3.02. Confirmation. The Indenture as amended and
supplemented by this First Supplemental Indenture is in all respects confirmed
and preserved.
Section 3.03. Terms Defined. Capitalized terms used herein
without definition shall have the meanings assigned to them in the Indenture.
Section 3.04. Counterparts. This First Supplemental Indenture
may be signed in any number of counterparts each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
Section 3.05. Effectiveness, Etc.. Without qualifying the
provisions of Section 1.01 of this First Supplemental Indenture, this First
Supplemental Indenture will take effect immediately upon execution thereof by
the parties hereto and shall automatically cease to be in effect in the event
that the Equity Condition Certificate is not delivered hereunder on or before
5:00 p.m. (New York time) on May 9, 2001.
Section 3.06. Trust Indenture Act. If any provision of this
First Supplemental Indenture limits, qualifies or conflicts with any provision
of the Trust Indenture Act that is required under such Act to be part of and
govern any provision of this First Supplemental Indenture, the provisions of
such Act shall control. If any provision of this First Supplemental Indenture
modifies or excludes any provision of the Trust Indenture Act that may be so
modified or excluded, the provision of such Act shall be deemed to apply to the
Indenture or to be excluded by this First Supplemental Indenture, as the case
may be.
Section 3.07. Illegality, Unenforceability. In case any
provision in this First Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
Section 3.08. Benefits of Supplemental Indenture. Nothing in
this First Supplemental Indenture, the Indenture or the Notes, express or
implied, shall give to any Person, other than the parties hereto and thereto and
their successors hereunder and thereunder and the Holders of the Notes, any
benefit of any legal or equitable right, remedy or claim under the Indenture,
this First Supplemental Indenture or the Notes.
Section 3.09. Successors and Assigns. All agreements in this
First Supplemental Indenture made by the Company and the Trustee shall inure to
the benefit of the Company and the Trustee and their respective successors and
assigns. The provisions of this First
-4-
5
Supplemental Indenture shall bind the Holders of the Notes from time to time,
the Company, the Trustee and their respective successors and assigns, whether so
expressed or not.
Section 3.10. Governing Law. This First Supplemental Indenture
shall be governed by and construed in accordance with the laws of the State of
New York, without regard to the conflict of laws principles thereof.
Section 3.11. Captions. The captions of the sections of this
First Supplemental Indenture were formulated, used and inserted in this First
Supplemental Indenture for convenience only and shall not be deemed to affect
the meaning or construction of any of the provisions hereof.
-5-
6
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the date first above written.
UNIVERSAL COMPRESSION, INC.
By: /s/ Xxxxxxx X. XxxxXxxxxx
--------------------------------------
Xxxxxxx X. XxxxXxxxxx
Senior Vice President and Chief
Financial Officer
UNITED STATES TRUST COMPANY OF
NEW YORK, as Trustee
By: /s/ Xxxxxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxxxxx X. Xxxxxxx
Assistant Vice President
-6-
