EXHIBIT 10.4
FIRST AMENDMENT TO
TRANCHE B LOAN AGREEMENT
This FIRST AMENDMENT TO TRANCHE B LOAN AGREEMENT, dated as of October
15, 2001 (this "Amendment") is among BRL UNIVERSAL EQUIPMENT 2001 A, L.P., a
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Delaware limited partnership ("Borrower"), the several financial institutions
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listed on the signature pages hereof as Tranche B Lenders, (each a "Tranche B
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Lender" and collectively "Tranche B Lenders"), BANKERS TRUST COMPANY, as
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Administrative Agent for Tranche B Lenders (in such capacity, "Administrative
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Agent") and BANKERS TRUST COMPANY, as Collateral Agent (in such capacity,
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"Collateral Agent").
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W I T N E S S E T H:
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WHEREAS, Borrower, Administrative Agent, Collateral Agent and Tranche
B Lenders have entered into that certain Tranche B Loan Agreement dated as of
February 9, 2001 (together with all amendments and supplements thereto, the
"Tranche B Loan Agreement"); and
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WHEREAS, the parties hereto desire to amend certain Sections of the
Tranche B Loan Agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein and in the Participation Agreement, the parties hereto agree as
follows:
1. Definitions. Unless the context otherwise requires, capitalized
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terms used herein and not otherwise defined herein shall have meanings set forth
or referred to in Appendix A to the First Amended and Restated Participation
Agreement dated as of October 15, 2001 (the "Participation Agreement") among
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Universal Compression Inc., Universal Compression Holdings, Inc., Borrower, The
Bank of New York, the Tranche B Lenders party thereto, BRL Universal Equipment
Management, Inc., Administrative Agent and Collateral Agent, which Appendix A
also contains the rules of usage that shall apply hereto.
2. Effectiveness. This Amendment shall become effective as of the
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date first written above upon (i) the execution and delivery hereof by Majority
Tranche B Lenders, Lessee and Borrower and (ii) the First Amended and Restated
Participation Agreement becoming effective in accordance with the terms thereof.
3. Amendments.
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(a) The introductory paragraph is hereby amended and restated as
follows:
This TRANCHE B LOAN AGREEMENT, dated as of February 9, 2001
(the "Agreement") is among BRL UNIVERSAL EQUIPMENT 2001 A, L.P., a
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Delaware limited partnership ("Borrower"), the several financial
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institutions listed on the signature pages hereof as Tranche B Lenders
or who became party to the Participation Agreement (as defined below)
in accordance with its terms (each a "Tranche B Lender" and
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collectively "Tranche B Lenders"), BANKERS TRUST COMPANY, as
Administrative Agent for Tranche B Lenders (in such capacity,
"Administrative Agent") and BANKERS TRUST COMPANY, as Collateral Agent
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(in such capacity, "Collateral Agent").
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(b) Section 2.1 is hereby amended and restated as follows:
"Subject to and upon the terms and conditions set forth in
this Agreement and the Participation Agreement, each Tranche B Lender
agrees to make one or more non-revolving loans in accordance with
Section 4.1 of the Participation Agreement."
(c) Section 2.2(b) is hereby amended and restated as follows:
"Each Tranche B Note issued to a Tranche B Lender shall (i)
be executed by Borrower, (ii) be payable to such Tranche B Lender or
registered assigns and be dated the Funding Date therefor, (iii) be in
a stated principal amount equal to the principal amount funded by such
Tranche B Lender on such Funding Date, (iv) mature on the Maturity
Date, (v) bear interest as provided in Section 2.3.2, (vi) be subject
to mandatory repay-ment as provided in Section 2.5 and (vii) be
entitled to the benefits of this Agreement and the other Operative
Documents."
(d) Section 2.3.2 is hereby amended and restated as follows:
"Borrower agrees to pay to each Tranche B Lender on each
Floating Payment Date interest accrued on the unpaid principal amount
of such Tranche B Lender's Tranche B Loan (or Tranche B Loans) from
the date the proceeds thereof are disbursed to Borrower in accordance
with Section 2.2 until the date on which such Tranche B Loan (together
with accrued and unpaid interest thereon) is repaid in full (whether
on the Maturity Date, by acceleration or otherwise) at the Applicable
Tranche B Rate calculated for each day elapsed since the immediately
preceding Floating Payment Date, or in the case of the first Floating
Payment Date following the making of such Tranche B Loan, since the
Funding Date therefor as follows:
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AR x P x 1/D
where,
AR = the Applicable Tranche B Rate for such Tranche B Loan for
such day;
P = the unpaid principal balance of such Tranche B Loan on
such day; and
D = 360 or, to the extent the Applicable Tranche B Rate is
based on the Alternate Rate, 365 or 366 days, as applicable."
4. Authorization. By executing and delivering this Amendment, each
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Lender hereby authorizes and instructs Collateral Agent to execute and deliver
the First Amended and Restated Participation Agreement and the First Amendment
to Equipment Lease Agreement, in each case, of even date herewith.
5. Miscellaneous. Sections 6.1, 6.2, 6.5, 6.7, 6.8, 6.10, 6.11
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and 6.12 of the Tranche B Loan Agreement are incorporated herein by reference
mutatis mutandis.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective duly authorized officers as
of the date first above written.
BRL UNIVERSAL EQUIPMENT 2001 A, L.P.,
as Borrower
By BRL Universal Equipment Management, Inc.
Its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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President
BANKERS TRUST COMPANY
as Administrative Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Managing Director
BANKERS TRUST COMPANY
as Collateral Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Managing Director
FIRST UNION NATIONAL BANK
as a Tranche B Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Vice President
BANK ONE, NA
(Main Office Chicago)
as a Tranche B Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Vice President
-Signature Page-
[First Amendment to Tranche B Loan Agreement]
THE BANK OF NOVA SCOTIA
as a Tranche B Lender
By: /s/ F.C.H. ▇▇▇▇▇
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Senior Manager, Loan Operations
CITADEL HILL 2000 Ltd.,
as a Tranche B Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Authorized Signatory
NATEXIS BANQUES POPULAIRES
as a Tranche B Lender
By:
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Name:
Title:
LANDMARK CDO LIMITED,
as Tranche B Lender
By: Aladdin Asset Management
LLC, as Manager
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Authorized Signatory
CSAM FUNDING I,
as Tranche B Lender
By
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Name:
Title:
FIRST DOMINION FUNDING I,
as Tranche B Lender
By
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Name:
Title:
FIRST DOMINION FUNDING II,
as Tranche B Lender
By
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Name:
Title:
-Signature Page-
[First Amendment to Tranche B Loan Agreement]
