EXHIBIT 10.4


 


AMENDMENT NUMBER 1


TO THE HEAD LESSEE SECURITY AGREEMENT


 


THIS AMENDMENT NUMBER 1, dated as of January 14, 2004 (the “Amendment”) to the
Head Lessee Security Agreement, dated as of December 31, 2002 (as amended,
modified or supplemented from time to time as permitted thereby, the “Agreement”), by and
between BRL Universal Compression Funding I 2002, L.P. (the “Secured Party”) and
UCO Compression 2002 LLC (the “Grantor”).


 


W I T N E S S E T H:


 


WHEREAS, the Secured Party and the Grantor have previously entered into
the Agreement;


 


WHEREAS, the parties desire to amend the Agreement in order to modify Schedule 10
attached to the Agreement;


 


NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:


 


SECTION 1. Defined Terms.
Capitalized terms used in this Amendment and not otherwise defined herein shall
have the meanings assigned in the Agreement.


 


SECTION 2. Full Force and
Effect. Other than as specifically modified hereby, the Agreement
shall remain in full force and effect in accordance with the terms and
provisions thereof and is hereby ratified and confirmed by the parties hereto.


 


SECTION 3. Amendment to the
Agreement. Effective on the date hereof, following the execution and
delivery hereof, Schedule 10 attached to the Agreement shall be deleted in
its entirety and replaced with Schedule 1 attached hereto and made a part hereof.


 


SECTION 4. Representations and
Warranties. In order to induce the Interest Rate Hedge Provider, the
Indenture Trustee and the Control Party to enter into this Amendment, the
Grantor and the Secured Party each hereby represents and warrants unto each of
the Interest Rate Hedge Provider, the Indenture Trustee and the Control Party
as set forth in this Section 4:


 


(a)          Grantor
hereby confirms that each of the representations and warranties set forth in Section 4
of the Agreement are true and correct as of the Effective Date with the same
effect as though each had been made as of such date, except to the extent that
any of such representations and warranties expressly relate to earlier dates in
which case such representations and warranties shall be correct as of such
earlier date.


 


(b)         The
Grantor represents and warrants that, immediately prior to the effectiveness of
and after giving effect to, the amendments contemplated hereby, no Event of
Default, Manager Default, Head Lease Event of Default, Universal Event, Trigger
Event or Prospective Trigger Event has occurred and is continuing.


 


(c)          Each
of the Secured Party and the Grantor hereby represents and warrants to the
parties hereto that it possesses all requisite power and authority to execute,
and deliver, and to perform each of its obligations under this Amendment and to
effect the transactions contemplated hereby, all of which have been duly
authorized and approved by all necessary limited partnership or limited
liability company action, as applicable, and for which no consent of any
Governmental Authority or any other person is required, and agrees to furnish
the Deal Agent with evidence of such authorization and approval upon request.


 


(d)         No
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or other Person is required for
the due execution, delivery


 


1





















 


or performance by any of the Grantor and the Secured Party of this
Amendment or any other documents to be executed by any of the Grantor and the
Secured Party in connection with this Amendment.


 


(e)          This
Amendment constitutes, and each other document executed by each of the Grantor
and the Secured Party in connection with this Amendment will, upon the due
execution and delivery thereof, constitute, the legal, valid and binding
obligations of each of the Grantor and the Secured Party enforceable in
accordance with its terms.


 


SECTION 5. Conditions Precedent.
The effectiveness of this Amendment shall be upon satisfaction of each of the
conditions set forth in this Section 5:


 


(a)          The
Deal Agent has received counterparts of this Amendment and such related
documentation as the Deal Agent or its counsel shall determine in their
reasonable discretion, in form and substance satisfactory to the Deal Agent,
duly executed and delivered by the Grantor, the Secured Party and the Indenture
Trustee, as applicable;


 


(b)         The
Deal Agent has received a certificate from each of the Grantor and the Secured
Party dated as of the Effective Date stating that (i) all representations
and warranties of the Grantor and the Secured Party, as the case may be, set
forth in the Agreement, as amended hereby, each of the other Related Documents,
and this Amendment are true and correct; and (ii) no Event of Default,
Manager Default, Head Lease Event of Default, Universal Event, Trigger Event or
Prospective Trigger Event has occurred and is continuing;


 


(c)          The
Deal Agent has received certified resolutions of the Grantor approving this
Amendment and the other documents executed in connection herewith and
certifying as of the Effective Date: the names and true signatures of persons
authorized to sign this Amendment on behalf of the Grantor;


 


(d)         No
Event of Default, Manager Default, Head Lease Event of Default, Universal
Event, Trigger Event or Prospective Trigger Event has occurred and is
continuing; and


 


(e)          That
certain Amendment Number 2 to Indenture, that certain Amendment Number 1 to the
Irrevocable Letter of Credit No. SM201468W, that certain Amendment Number 2 to
Amended and Restated Agreement of Limited Partnership of BRL Universal
Compression Funding I 2002, L.P. and that certain Amendment Number 2 to
Series 2002-1 Note Purchase Agreement shall each be effective.


 


SECTION 6. Miscellaneous
Provisions.


 


(a)          This
Amendment shall become effective as of the Effective Date.


 


(b)         This
Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.


 


(c)          On
and after the execution and delivery hereof, (i) this Amendment shall be 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 the
Agreement as amended or modified hereby.


 


SECTION 7. Execution in Counterparts.
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 8. Governing Law.
THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES, PROVIDED THAT SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY, AND THE
OBLIGATIONS, 


 


2





















 


RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


[Signature Page to Follow.]


 


3





















 


IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment on the date first above written.


 


	
   

  	
  GRANTOR:

  
	
   

  	
   

  
	
   

  	
  UCO COMPRESSION 2002 LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ D. BRADLEY CHILDERS

  
	
   

  	
  Name:

  	
  D. Bradley Childers

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
  SECURED PARTY:

  
	
   

  	
   

  
	
   

  	
  BRL UNIVERSAL COMPRESSION FUNDING I 2002,
  L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BRL Universal Compression Management 2002, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ GREGORY C. GREENE

  
	
   

  	
   

  	
  Name:

  	
  Gregory C. Greene

  
	
   

  	
   

  	
  Title:

  	
  President

  



 


In accordance with Section 608 of the Indenture and Section 11.12
of the Agreement, the undersigned hereby consents to this Amendment:


 


	
  INDENTURE TRUSTEE:

  
	
   

  
	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION, SUCCESSOR BY MERGER TO

  WELLS FARGO BANK MINNESOTA,

  NATIONAL ASSOCIATION

  
	
   

  
	
  By:

  	
  /s/ EDNA BARBER

  	
   

  
	
  Name:

  	
  Edna Barber

  	
   

  
	
  Title:

  	
  Assistant Vice President

  	
   

  
	
   

  	
   

  
	
  INTEREST RATE HEDGE PROVIDER:

  
	
   

  
	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  
	
  By:

  	
  /s/ MATTHEW MAGIDSON

  	
   

  
	
  Name:

  	
  Matthew Magidson

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  



 


4





















 


	
  CONTROL PARTY:

  
	
   

  
	
  AMBAC ASSURANCE CORPORATION

  
	
   

  
	
  By:

  	
  /s/ JENNIFER J. BARATTA

  	
   

  
	
  Name:

  	
  Jennifer J. Baratta

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  



 


5





















 


SCHEDULE 1


 




	
  Period Ending

  	
   

  	
  Maximum Drawing

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  01/20/04

  	
   

  	
  11,637,774.51

  	
   

  	
   

  
	
  02/20/04

  	
   

  	
  11,637,774.51

  	
   

  	
   

  
	
  03/20/04

  	
   

  	
  11,637,774.51

  	
   

  	
   

  
	
  04/20/04

  	
   

  	
  11,637,774.51

  	
   

  	
   

  
	
  05/20/04

  	
   

  	
  11,637,774.51

  	
   

  	
   

  
	
  06/20/04

  	
   

  	
  11,565,659.30

  	
   

  	
   

  
	
  07/20/04

  	
   

  	
  11,493,544.09

  	
   

  	
   

  
	
  08/20/04

  	
   

  	
  11,421,428.88

  	
   

  	
   

  
	
  09/20/04

  	
   

  	
  11,349,313.67

  	
   

  	
   

  
	
  10/20/04

  	
   

  	
  11,277,198.46

  	
   

  	
   

  
	
  11/20/04

  	
   

  	
  11,205,083.25

  	
   

  	
   

  
	
  12/20/04

  	
   

  	
  11,132,968.04

  	
   

  	
   

  
	
  01/20/05

  	
   

  	
  11,060,852.83

  	
   

  	
   

  
	
  02/20/05

  	
   

  	
  10,988,737.62

  	
   

  	
   

  
	
  03/20/05

  	
   

  	
  10,916,622.41

  	
   

  	
   

  
	
  04/20/05

  	
   

  	
  10,844,507.20

  	
   

  	
   

  
	
  05/20/05

  	
   

  	
  10,772,391.99

  	
   

  	
   

  
	
  06/20/05

  	
   

  	
  10,700,276.77

  	
   

  	
   

  
	
  07/20/05

  	
   

  	
  10,628,161.56

  	
   

  	
   

  
	
  08/20/05

  	
   

  	
  10,556,046.35

  	
   

  	
   

  
	
  09/20/05

  	
   

  	
  10,483,931.14

  	
   

  	
   

  
	
  10/20/05

  	
   

  	
  10,411,815.93

  	
   

  	
   

  
	
  11/20/05

  	
   

  	
  10,339,700.72

  	
   

  	
   

  
	
  12/20/05

  	
   

  	
  10,267,585.51

  	
   

  	
   

  
	
  01/20/06

  	
   

  	
  10,195,470.30

  	
   

  	
   

  
	
  02/20/06

  	
   

  	
  10,123,355.09

  	
   

  	
   

  
	
  03/20/06

  	
   

  	
  10,051,239.88

  	
   

  	
   

  
	
  04/20/06

  	
   

  	
  9,979,124.67

  	
   

  	
   

  
	
  05/20/06

  	
   

  	
  9,907,009.46

  	
   

  	
   

  
	
  06/20/06

  	
   

  	
  9,834,894.25

  	
   

  	
   

  
	
  07/20/06

  	
   

  	
  9,762,779.04

  	
   

  	
   

  
	
  08/20/06

  	
   

  	
  9,690,663.83

  	
   

  	
   

  
	
  09/20/06

  	
   

  	
  9,618,548.62

  	
   

  	
   

  
	
  10/20/06

  	
   

  	
  9,546,433.41

  	
   

  	
   

  
	
  11/20/06

  	
   

  	
  9,474,318.20

  	
   

  	
   

  
	
  12/20/06

  	
   

  	
  9,402,202.99

  	
   

  	
   

  
	
  01/20/07

  	
   

  	
  9,330,087.78

  	
   

  	
   

  
	
  02/20/07

  	
   

  	
  9,257,972.57

  	
   

  	
   

  
	
  03/20/07

  	
   

  	
  9,185,857.36

  	
   

  	
   

  
	
  04/20/07

  	
   

  	
  9,113,742.15

  	
   

  	
   

  
	
  05/20/07

  	
   

  	
  9,041,626.94

  	
   

  	
   

  
	
  06/20/07

  	
   

  	
  8,969,511.73

  	
   

  	
   

  
	
  07/20/07

  	
   

  	
  8,897,396.52

  	
   

  	
   

  
	
  08/20/07

  	
   

  	
  8,825,281.30

  	
   

  	
   

  
	
  09/20/07

  	
   

  	
  8,753,166.09

  	
   

  	
   

  






 





















 




	
  10/20/07

  	
   

  	
  8,681,050.88

  	
   

  	
   

  
	
  11/20/07

  	
   

  	
  8,608,935.67

  	
   

  	
   

  
	
  12/20/07

  	
   

  	
  8,536,820.46

  	
   

  	
   

  
	
  01/20/08

  	
   

  	
  8,464,705.25

  	
   

  	
   

  
	
  02/20/08

  	
   

  	
  8,392,590.04

  	
   

  	
   

  
	
  03/20/08

  	
   

  	
  8,320,474.83

  	
   

  	
   

  
	
  04/20/08

  	
   

  	
  8,248,359.62

  	
   

  	
   

  
	
  05/20/08

  	
   

  	
  8,176,244.41

  	
   

  	
   

  
	
  06/20/08

  	
   

  	
  8,104,129.20

  	
   

  	
   

  
	
  07/20/08

  	
   

  	
  8,032,013.99

  	
   

  	
   

  
	
  08/20/08

  	
   

  	
  7,959,898.78

  	
   

  	
   

  
	
  09/20/08

  	
   

  	
  7,887,783.57

  	
   

  	
   

  
	
  10/20/08

  	
   

  	
  7,815,668.36

  	
   

  	
   

  
	
  11/20/08

  	
   

  	
  7,743,553.15

  	
   

  	
   

  
	
  12/20/08

  	
   

  	
  7,671,437.94

  	
   

  	
   

  
	
  01/20/09

  	
   

  	
  7,599,322.73

  	
   

  	
   

  
	
  02/20/09

  	
   

  	
  7,527,207.52

  	
   

  	
   

  
	
  03/20/09

  	
   

  	
  7,455,092.31

  	
   

  	
   

  
	
  04/20/09

  	
   

  	
  7,382,977.10

  	
   

  	
   

  
	
  05/20/09

  	
   

  	
  7,310,861.89

  	
   

  	
   

  
	
  06/20/09

  	
   

  	
  7,238,746.68

  	
   

  	
   

  
	
  07/20/09

  	
   

  	
  7,166,631.47

  	
   

  	
   

  
	
  08/20/09

  	
   

  	
  7,094,516.26

  	
   

  	
   

  
	
  09/20/09

  	
   

  	
  7,022,401.05

  	
   

  	
   

  
	
  10/20/09

  	
   

  	
  6,950,285.83

  	
   

  	
   

  
	
  11/20/09

  	
   

  	
  6,878,170.62

  	
   

  	
   

  
	
  12/20/09

  	
   

  	
  6,806,055.41

  	
   

  	
   

  
	
  01/20/10

  	
   

  	
  6,733,940.20

  	
   

  	
   

  
	
  02/20/10

  	
   

  	
  6,661,824.99

  	
   

  	
   

  
	
  03/20/10

  	
   

  	
  6,589,709.78

  	
   

  	
   

  
	
  04/20/10

  	
   

  	
  6,517,594.57

  	
   

  	
   

  
	
  05/20/10

  	
   

  	
  6,445,479.36

  	
   

  	
   

  
	
  06/20/10

  	
   

  	
  6,373,364.15

  	
   

  	
   

  
	
  07/20/10

  	
   

  	
  6,301,248.94

  	
   

  	
   

  
	
  08/20/10

  	
   

  	
  6,229,133.73

  	
   

  	
   

  
	
  09/20/10

  	
   

  	
  6,157,018.52

  	
   

  	
   

  
	
  10/20/10

  	
   

  	
  6,084,903.31

  	
   

  	
   

  
	
  11/20/10

  	
   

  	
  6,012,788.10

  	
   

  	
   

  
	
  12/20/10

  	
   

  	
  5,940,672.89

  	
   

  	
   

  
	
  01/20/11

  	
   

  	
  5,868,557.68

  	
   

  	
   

  
	
  02/20/11

  	
   

  	
  5,796,442.47

  	
   

  	
   

  
	
  03/20/11

  	
   

  	
  5,724,327.26

  	
   

  	
   

  
	
  04/20/11

  	
   

  	
  5,652,212.05

  	
   

  	
   

  
	
  05/20/11

  	
   

  	
  5,580,096.84

  	
   

  	
   

  
	
  06/20/11

  	
   

  	
  5,507,981.63

  	
   

  	
   

  
	
  07/20/11

  	
   

  	
  5,435,866.42

  	
   

  	
   

  
	
  08/20/11

  	
   

  	
  5,363,751.21

  	
   

  	
   

  
	
  09/20/11

  	
   

  	
  5,291,636.00

  	
   

  	
   

  






 


2





















 




	
  10/20/11

  	
   

  	
  5,219,520.79

  	
   

  	
   

  
	
  11/20/11

  	
   

  	
  5,147,405.58

  	
   

  	
   

  
	
  12/20/11

  	
   

  	
  5,075,290.36

  	
   

  	
   

  
	
  01/20/12

  	
   

  	
  5,003,175.15

  	
   

  	
   

  
	
  02/20/12

  	
   

  	
  4,931,059.94

  	
   

  	
   

  
	
  03/20/12

  	
   

  	
  4,858,944.73

  	
   

  	
   

  
	
  04/20/12

  	
   

  	
  4,786,829.52

  	
   

  	
   

  
	
  05/20/12

  	
   

  	
  4,714,714.31

  	
   

  	
   

  
	
  06/20/12

  	
   

  	
  4,642,599.10

  	
   

  	
   

  
	
  07/20/12

  	
   

  	
  4,570,483.89

  	
   

  	
   

  
	
  08/20/12

  	
   

  	
  4,498,368.68

  	
   

  	
   

  
	
  09/20/12

  	
   

  	
  4,426,253.47

  	
   

  	
   

  
	
  10/20/12

  	
   

  	
  4,354,138.26

  	
   

  	
   

  
	
  11/20/12

  	
   

  	
  4,282,023.05

  	
   

  	
   

  
	
  12/20/12

  	
   

  	
  4,209,907.84

  	
   

  	
   

  
	
  01/20/13

  	
   

  	
  4,209,907.84

  	
   

  	
   

  
	
  02/20/13

  	
   

  	
  4,209,907.84

  	
   

  	
   

  






 


3