QuickLinks
 -- Click here to rapidly navigate through this document

EXHIBIT 10.13  


 
 

FIRST AMENDMENT AND SUPPLEMENT
  TO SENIOR SECURED REVOLVING CREDIT AGREEMENT    
  


        THIS FIRST AMENDMENT AND SUPPLEMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT (this "First Amendment") is made
and entered into as of the 15th day of October, 2001 (the "Effective Date"), among UNIVERSAL COMPRESSION, INC., a Texas corporation
("Borrower"); FIRST UNION NATIONAL BANK ("First Union"), as administrative agent (in such capacity, the
"Administrative Agent") for each of the lenders (the "Lenders") that is a signatory or which becomes a
signatory to the hereinafter defined Credit Agreement; and the Lenders. 


R E C I T A L S: 


        A.    On
February 9, 2001, the Borrower, the Lenders and the Administrative Agent entered into a certain Senior Secured Revolving Credit Agreement (the
"Credit Agreement") whereby, upon the terms and conditions therein stated, the Lenders agreed to make certain Loans (as such term is defined in the
Credit Agreement) and extend certain credit to the Borrower. 


        B.    Pursuant
to Section 2.03(d) of the Credit Agreement, the Borrower has added Union Bank of California, N.A. ("Union
Bank") as a Lender under the Credit Agreement, thereby increasing the Aggregate Commitments (as defined in the Credit Agreement) of the Lenders by $15,000,000, bringing the
Aggregate Maximum Revolving Credit Amounts (as defined in the Credit Agreement) of the Lenders to $125,000,000. 



        C.    First
Union has agreed to sell, assign and transfer to Union Bank, and Union Bank has agreed to purchase and assume from First Union, a $10,000,000 portion of First
Union's Maximum Revolving Credit Amount (as defined in the Credit Agreement). 


        D.    In
view of the foregoing, the Borrower, the Lenders and the Administrative Agent mutually desire to amend certain aspects of the Credit Agreement to, among other things,
(i) reflect the addition of Union Bank as a Lender under the Credit Agreement, (ii) adjust the Aggregate Maximum Credit Amounts and (iii) to amend Section 9.14 of the
Credit Agreement to more accurately reflect the agreement of the parties regarding the sale of properties. 



        NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Borrower, the Lenders and the Administrative Agent hereby agree that the Credit Agreement
shall be amended as follows: 


        1.    Certain
Definitions. 


        1.1  Terms Defined Above. As used in this First Amendment, the terms "Administrative Agent", "Borrower", "Credit Agreement",
"Effective Date", "First Amendment", "First Union" and "Union Bank" shall have the meanings indicated above. 



        1.2  Terms Defined in Credit Agreement. Unless otherwise defined herein, all terms beginning with a capital letter which are
defined in the Credit Agreement shall have the same meanings herein as therein unless the context hereof otherwise requires. 


        2.    Amendments
to Credit Agreement. 


        2.1  Defined Terms. The following terms defined in Section 1.02 of the Credit Agreement are hereby amended as follows: 



        (a)  The
term "Agreement" is hereby amended to mean the Credit Agreement, as amended and supplemented by this First Amendment and as the same may from time to time be further
amended or supplemented. 


        (b)  The
term "Lenders" is hereby amended to include Union Bank. 






 






        2.2  Additional Defined Terms. Section 1.02 of the Credit Agreement is hereby further amended and supplemented by
adding the following new definition, which reads in its entirety as follows: 




        "'First Amendment' shall mean that certain First Amendment and Supplement to Senior Secured Revolving Credit Agreement dated as of
October 15, 2001, among the Borrower, the Lenders and the Administrative Agent." 





        2.3  Sale of Properties. Section 9.14 of the Credit Agreement is hereby amended in its entirety to read as follows: 




        "Section 9.14
Sale of Properties. The Borrower will not, and will not permit any Subsidiary to, sell, assign, convey or otherwise
transfer any Property, except that the Borrower and any Subsidiary: 




        (a)  may
sell or otherwise dispose of any Property which, in the reasonable judgment of such Person, is obsolete, worn out or otherwise no longer useful in the conduct of
such Person's business; 


        (b)  may
sell or lease inventory or equipment to their respective customers in the ordinary course of business; and 


        (c)  may
dispose of Property necessary to effectuate Operating Equipment Lease Facilities otherwise permitted hereby; provided, however, the net proceeds received in
connection with any such disposition of Property shall be used first to prepay the outstanding principal balance (if any) of the Equipment Loans on a dollar for dollar basis." 




        2.4  Annex I. Annex I attached to the Credit Agreement is hereby amended in its entirety to read as Annex I attached to this
First Amendment. From and after the Effective Date, all references in the Credit Agreement to Annex I shall be references to Annex I attached to this First Amendment. 


        3.    Conditions Precedent. In addition to all other applicable conditions precedent contained in the Credit Agreement, the
obligation of the Lenders and the Administrative Agent to enter into this First Amendment shall be conditioned upon the following conditions precedent: 



        (a)  The
Administrative Agent shall have received a copy of this First Amendment, duly completed and executed by the Borrower; 


        (b)  The
Borrower shall have issued Notes to First Union and Union Bank in the principal amounts of $35,000,000 and $25,000,000, respectively, and otherwise duly completed
and executed; and 


        (c)  The
Administrative Agent shall have received such other information, documents or instruments as it or its counsel may reasonably request. 




        4.    Default. Any default under this First Amendment shall constitute a default under the Credit Agreement. 


        5.    Representations and Warranties. The Borrower represents and warrants to the Lenders and the Administrative Agent that: 



        (a)  there
exists no Default or Event of Default, or any condition or act which constitutes, or with notice or lapse of time or both would constitute, an Event of Default
under the Credit Agreement, as hereby amended and supplemented; 


        (b)  the
Borrower has performed and complied with all covenants, agreements and conditions contained in the Credit Agreement, as hereby amended and supplemented, required to
be performed or complied with by it; and 



2





 




        (c)  the
representations and warranties of the Borrower contained in the Credit Agreement, as hereby amended and supplemented, 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 First Amendment. 




        6.    Extent of Amendments. Except as expressly herein set forth, all of the terms, conditions, defined terms, covenants,
representations, warranties and all other provisions of the Credit Agreement are herein ratified and confirmed and shall remain in full force and effect. 


        7.    Counterparts. This First Amendment may be executed in two or more counterparts, and it shall not be necessary that the
signatures of all parties hereto be contained on any one counterpart hereof; each counterpart shall be deemed an original, but all of which together shall constitute one and same instrument. 


        8.    References. On and after the Effective Date hereof, the terms "Agreement", "hereof", "herein", "hereunder", and terms of
like import when used in the Credit Agreement shall, except where the context otherwise requires, refer to the Credit Agreement, as amended and supplemented by this First Amendment. 


        THIS FIRST AMENDMENT, THE CREDIT AGREEMENT, AS AMENDED HEREBY, THE NOTES AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.


        THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  


        This First Amendment shall benefit and bind the parties hereto, as well as their respective assigns, successors, heirs and legal representatives. 


[SIGNATURES
ON THE FOLLOWING PAGE] 


3





 

        EXECUTED
as of the date first above written. 



	 	 	BORROWER:
	

 	
 	

UNIVERSAL COMPRESSION, INC.
	

 	
 	

By:	
 	

/s/  RICHARD W. FITZGERALD      

	 	 	Name:	 	Richard W. FitzGerald

	 	 	Title:	 	Senior Vice President

	

 	
 	

LENDERS AND AGENTS:
	

 	
 	

FIRST UNION NATIONAL BANK,

Individually and as Administrative Agent
	

 	
 	

By:	
 	

/s/  DAVID E. HUMPHREYS      

	 	 	Name:	 	David E. Humphreys

	 	 	Title:	 	Vice President

	

 	
 	

BANK ONE, NA (Main Office Chicago),

Individually and as Syndication Agent
	

 	
 	

By:	
 	

/s/  DIANNE L. RUSSELL      

	 	 	Name:	 	Dianne L. Russell

	 	 	Title:	 	Vice President

	

 	
 	

NATIONAL WESTMINSTER BANK PLC
	

 	
 	

By:	
 	

National Westminster Bank PLC,

New York Branch
	

 	
 	

 	
 	

By:

	 	 	 	 	Name:

	 	 	 	 	Title:

	

 	
 	

By:	
 	

National Westminster Bank PLC,

Nassau Branch
	

 	
 	

 	
 	

By:

	 	 	 	 	Name:

	 	 	 	 	Title:




4





 

	

 	
 	

THE BANK OF NOVA SCOTIA
	

 	
 	

By:	
 	


	

 	
 	

Name:	
 	


	

 	
 	

Title:	
 	


	

 	
 	

BANKERS TRUST COMPANY
	

 	
 	

By:	
 	

/s/  MARCUS M. TARKINGTON      

	 	 	Name:	 	Marcus M. Tarkington

	 	 	Title:	 	Director

	

 	
 	

UNION BANK OF CALIFORNIA, N.A.,

Individually and as Documentation Agent
	

 	
 	

By:	
 	

/s/  SEAN MURPHY      

	 	 	Name:	 	Sean Murphy

	 	 	Title:	 	Assistant Vice President

	

 	
 	

Lending Office for Base Rate Loans

and LIBOR Loans:
	

 	
 	

500 North Akard Street

Suite 4200

Dallas, Texas 75201

Telecopier No.: (214) 922-4209
	

 	
 	

Address for Notices:
	

 	
 	

500 North Akard Street

Suite 4200

Dallas, Texas 75201

Telecopier No.: (214) 922-4209
	

 	
 	

With copy to:
	

 	
 	

500 North Akard Street

Suite 4200

Dallas, Texas 75201

Attention: Hannah Payne

Telecopier No. (214) 922-4209




5





 
 
 

ANNEX I
  
    MAXIMUM REVOLVING CREDIT AMOUNTS
  AND PERCENTAGE SHARE    
  



	Name of Lender
 
	 	Maximum

Revolving

Credit Amount
	 	Percentage Share

	First Union National Bank	 	$	35,000,000	 	28%
	

Union Bank of California, N.A.	
 	
$	

25,000,000	
 	

20%
	

Bank One, N.A. Chicago	
 	
$	

20,000,000	
 	

16%
	

National Westminster Bank PLC	
 	
$	

20,000,000	
 	

16%
	

The Bank of Nova Scotia	
 	
$	

15,000,000	
 	

12%
	

Bankers Trust Company	
 	
$	

10,000,000	
 	

8%
	 	 	
	 	

	

 	
 	
$	

125,000,000	
 	

100%




6









QuickLinks


FIRST AMENDMENT AND SUPPLEMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT

ANNEX I MAXIMUM REVOLVING CREDIT AMOUNTS AND PERCENTAGE SHARE