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EXHIBIT 10.1    
  


 
 

FIRST AMENDMENT TO
  FIRST AMENDED AND RESTATED
  PARTICIPATION AGREEMENT    
  


        This FIRST AMENDMENT TO FIRST AMENDED AND RESTATED PARTICIPATION AGREEMENT, dated as of November 20, 2002 (this
"Amendment") is among UNIVERSAL COMPRESSION, INC., a Texas corporation ("Lessee"), BRL UNIVERSAL
EQUIPMENT 2001 A, L.P., a Delaware limited partnership ("Lessor") and DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company) and
the other financial institutions listed on the signature pages hereof as Tranche B Lenders, (each a "Tranche B Lender" and collectively
"Tranche B Lenders"). 


WITNESSETH:  


        WHEREAS, Lessee, Universal Compression Holdings, Inc., as Guarantor, Lessor, The Bank of New York, not in its individual capacity but solely as Indenture Trustee,
Paying Agent, Transfer Agent and Registrar for the Tranche A Noteholders, Tranche B Lenders, BRL Universal Equipment Management, Inc., as Lessor General Partner, and Deutsche Bank Trust Company
Americas (formerly known as Bankers Trust Company) as Administrative Agent and as Collateral Agent have entered into that certain First Amended and Restated Participation Agreement dated as of October
15, 2001 (together with all amendments and supplements thereto, the "Participation Agreement"); and 


        WHEREAS,
the parties hereto desire to amend Appendix A and Section 9.3(o) of the Participation 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 terms used herein and not otherwise defined
herein shall have the meanings set forth or referred to in Appendix A to the Participation Agreement, which Appendix A also includes the rules of usage and interpretation applicable hereto. 


        2.    Effectiveness.    This Amendment shall become effective as of the date first written above upon the execution
and delivery hereby by Majority Tranche B Lenders, Lessee and Lessor. 


        3.    Amendment to Participation Agreement.    



        (a)  The
definition of "Total Debt" set forth in Appendix A to the Participation Agreement is hereby amended and restated as follows: 



        "Total Debt" shall mean, at any time (without duplication), the sum of (i) 100% of Debt reflected on the balance sheet of Lessee in
accordance with GAAP, plus (ii) 100% of any amount funded (Debt and equity) under Operating Equipment Lease Facilities including the Lease
Agreement, plus (iii) 100% of any amount funded (Debt and equity) in connection with the ABS Operating Equipment Lease Facility." 




        (b)  Section 9.3(o)(ii)
of the Participation Agreement is hereby amended and restated as follows: 



        "(ii)    Total Debt to EBITDAR.    Lessee will not permit its Total Leverage Ratio as of the end of any Testing Period
to be greater than 5.00 to 1.00." 





        4.    Representations and Warranties.    Lessee hereby represents and warrants for the benefit of Lessor and each of
the Tranche B Lenders as follows. 



        (a)  No
Lease Default or Lease Event of Default has occurred and is continuing. 






 

        (b)  Lessee
has performed and complied with all covenants, agreements and conditions contained in the Participation Agreement and Lease Agreement required to be performed or
complied with by it. 



        (c)  All
representations and warranties of Lessee contained in the Participation Agreement were true and correct when made and are true and correct in all material respects
at and as of the time of delivery of this Amendment. 




        5.    Miscellaneous.    Sections 12.3, 12.4, 12.6, 12.7, 12.8, 12.9 and 12.10 of the Participation Agreement
are incorporated herein by reference mutatis mutandis. 


2







        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. 



	 	 	UNIVERSAL COMPRESSION, INC.,

as Lessee
	

 	
 	

By	

/s/  RICHARD W. FITZGERALD      

	 	 	 	Name:	Richard W. FitzGerald
	 	 	 	Title:	Senior Vice President and Chief Financial Officer
	

    	
 	

 	

 	

 
	

 	
 	

BRL UNIVERSAL EQUIPMENT 2001 A, L.P.,

as Lessor
	

 	
 	

By BRL Universal Equipment Management, Inc.

Its General Partner
	

 	
 	

By	

/s/  GREGORY C. GREENE      

	 	 	 	Name:	Gregory C. Greene
	 	 	 	Title:	President
	

    	
 	

 	

 	

 
	

 	
 	

DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company),

as Tranche B Lender

[Percentage of Tranche B Notes: 12.222222%]
	

 	
 	

By	

/s/  MARCUS M. TARKINGTON      

	 	 	 	Name:	Marcus M. Tarkington
	 	 	 	Title:	Director
	

    	
 	

 	

 	

 
	

 	
 	

WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank)

as Tranche B Lender

[Percentage of Tranche B Notes: 13.812457%]
	

 	
 	

By	

/s/  DAVID E. HUMPHREYS      

	 	 	 	Name:	David E. Humphreys
	 	 	 	Title:	Vice President
	

    	
 	

 	

 	

 
	

 	
 	

BANK ONE, NA

(Main Office Chicago)

as Tranche B Lender

[Percentage of Tranche B Notes: 10.845692%]
	

 	
 	

By	

/s/  DIANNE L. RUSSELL      

	 	 	 	Name:	Dianne L. Russell
	 	 	 	Title:	Director
	

    	
 	

 	

 	

 







	

 	
 	

THE BANK OF NOVA SCOTIA,

as Tranche B Lender

[Percentage of Tranche B Notes: 7.195224%]
	

 	
 	

By	

/s/  N. BELL      

	 	 	 	Name:	N. Bell
	 	 	 	Title:	Senior Manager
	

    	
 	

 	

 	

 
	

 	
 	

CITADEL HILL 2000 LTD.,

as Tranche B Lender

[Percentage of Tranche B Notes: 6.084113%]
	

 	
 	

By	

    

	 	 	 	Name:	 
	 	 	 	Title:	 





	    	 	 	 	 
	

 	
 	

NATEXIS BANQUES POPULAIRES,

as Tranche B Lender

[Percentage of Tranche B Notes: 9.734581%]
	

 	
 	

By	

/s/  TIMOTHY L. POLVADO      

	 	 	 	Name:	Timothy L. Polvado
	 	 	 	Title:	Vice President and Group Manager
	

 	
 	

By	

/s/  RENAUD J. D'HERBES      

	 	 	 	Name:	Renaud J. d'Herbes
	 	 	 	Title:	Senior Vice President And Regional Manager
	

    	
 	

 	

 	

 
	

 	
 	

LANDMARK CDO LIMITED,

as Tranche B Lender

[Percentage of Tranche B Notes: 6.084113%]
	

 	
 	

By	

/s/  GIL MARCHAND      

	 	 	 	Name:	Gilles Marchand
	 	 	 	Title:	Authorized Signatory
	

    	
 	

 	

 	

 
	

 	
 	

LANDMARK II CDO,

as Tranche B Lender

[Percentage of Tranche B Notes: 3.650468%]
	

 	
 	

By	

/s/  GIL MARCHAND      

	 	 	 	Name:	Gilles Marchand
	 	 	 	Title:	Authorized Signatory
	

    	
 	

 	

 	

 







	

 	
 	

CSAM FUNDING I,

as Tranche B Lender

[Percentage of Tranche B Notes: 8.468325%]
	

 	
 	

By	

    

	 	 	 	Name:	 
	 	 	 	Title:	 
	

    	
 	

 	

 	

 
	

 	
 	

FIRST DOMINION FUNDING I,

as Tranche B Lender

[Percentage of Tranche B Notes: 10.951403%]
	

 	
 	

By	

    

	 	 	 	Name:	 
	 	 	 	Title:	 
	

    	
 	

 	

 	

 
	

 	
 	

FIRST DOMINION FUNDING II,

as Tranche B Lender

[Percentage of Tranche B Notes: 7.300935%]
	

 	
 	

By	

    

	 	 	 	Name:	 
	 	 	 	Title:	 
	

    	
 	

 	

 	

 
	

 	
 	

MERRILL LYNCH LONGHORN CDO II,

as Tranche B Lender

[Percentage of Tranche B Notes: 3.650468%]
	

 	
 	

By	

    

	 	 	 	Name:	 
	 	 	 	Title:	 











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EXHIBIT 10.1


FIRST AMENDMENT TO FIRST AMENDED AND RESTATED PARTICIPATION AGREEMENT