Exhibit 10.1


 


AMENDMENT NUMBER 1

TO INSURANCE AND INDEMNITY AGREEMENT


 


THIS AMENDMENT NUMBER 1 TO INSURANCE
AND INDEMNITY AGREEMENT (this “Amendment”),
dated as of June 28, 2005 (the “Effective Date”)
amends that certain Insurance and Indemnity Agreement, dated as of December 31,
2002 (as amended, modified or supplemented from time to time as permitted
thereby, the “Insurance and Indemnity
Agreement”) by and among BRL Universal Compression Funding I
2002, L.P. (the “Issuer”),
Ambac Assurance Corporation (the “Insurer”),
Universal Compression, Inc. (the “Manager”),
UCO Compression 2002 LLC (the “Head Lessee”)
and Wells Fargo Bank, National Association, successor by merger to Wells Fargo
Bank Minnesota, National Association, as indenture trustee (the “Indenture Trustee”).


 


W I T N E S S E T H:


 


WHEREAS, the Issuer,
Insurer, Manager, Head Lessee and the Indenture Trustee have previously entered
into the Insurance and Indemnity Agreement;


 


WHEREAS, the parties desire
to amend the Insurance and Indemnity Agreement in order to modify certain
provisions of the Insurance and Indemnity 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 Insurance
and Indemnity Agreement.


 


SECTION 2.                                Full Force and
Effect.  Other than as specifically
modified hereby, the Insurance and Indemnity 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.  Pursuant to
Section 6.1 of the Insurance and Indemnity Agreement, as of the Effective Date,
the following amendments are being made to the Insurance and Indemnity
Agreement:


 


(a)                                  Section 2.6(h)
of the Agreement is hereby amended and modified to add the following proviso to
the end thereof:


 


“; provided, however, that with respect to the fiscal year
ended 2005, annual financial statements of the Issuer shall be delivered within
one hundred eighty (180) days of the end of such fiscal year.”


 


(b)                                 Section 2.9(g)
of the Agreement is hereby amended and modified to add the following proviso to
the end thereof:


 


“; provided, however, that with respect to the fiscal year
ended 2005, annual financial statements of the Head Lessee shall be delivered
within one hundred eighty (180) days of the end of such fiscal year.”


 


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SECTION 4.                                Extension of
Draw Date Under Policies:  Each
of the signatories to this Amendment hereby consents to the amendment of or
endorsement to each Policy to provide that the Draw Date (under and as defined
in each such Policy) is extended to September 20, 2024.


 


SECTION 5.                                Representations
and Warranties.  In order to induce the Insurer and the Indenture
Trustee to enter into this Amendment, each of the Issuer, the Manager and the Head
Lessee hereby represents and warrants unto each of the Insurer and the Indenture
Trustee as set forth in this Section 5:


 


(a)                                  Each of the Manager, Issuer, and the Head Lessee hereby
confirms that each of the representations and warranties set forth in Sections
2.1, 2.5 and 2.8 of the Insurance and Indemnity Agreement, as applicable, is
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)                                 Each of the
Issuer, the Manager and the Head Lessee 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 Issuer,
the Manager and the Head Lessee 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 corporate action, as
applicable, and for which no consent of any Governmental Authority or any other
person is required, and agrees to furnish the Insurer 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 or performance by any of the undersigned of this
Amendment or any other documents to be executed by any of the Issuer, the
Manager and the Head Lessee in connection with this Amendment.


 


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


 


SECTION 6.                                Conditions
Precedent.  The
effectiveness of this Amendment shall be upon satisfaction of each of the
conditions set forth in this Section 6:


 


(a)                                  The Insurer has
received counterparts of this Amendment and such related documentation as the Insurer
or its counsel shall determine in their reasonable discretion, in form and
substance satisfactory to the Insurer, duly executed and delivered by the parties
hereto, as applicable;


 


(b)                                 The Insurer has
received a certificate from the Issuer, the Manager and the Head Lessee dated
as of the Effective Date stating that (i) all representations and
warranties of the Issuer, the Manager and the Head Lessee set forth in the Insurance
and Indemnity Agreement, as amended hereby, each of the other Related
Documents, and this Amendment are true and correct; and (ii) no Event of


 


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Default,
Manager Default, Head Lease Event of Default, Universal Event, Trigger Event or
Prospective Trigger Event has occurred and is continuing;


 


(c)                                  The Insurer has
received a certified copy of the resolutions or certificate of unanimous
written consent, as the case may be, of each of the general partner and the
limited partners of the Issuer and certified copies of the resolutions or
certificate of unanimous written consent, as the case may be, of the Manager
and Head Lessee, in each case, 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 general partner on behalf of the Issuer and on behalf of the
Manager and Head Lessee;


 


(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 4 to Indenture, that certain Amendment Number 4 to
Amended and Restated Agreement of Limited Partnership of BRL Universal
Compression Funding I 2002, L.P., that certain Amendment Number 4 to Series
2002-1 Note Purchase Agreement, that certain Amendment Number 3 to Head Lessee
Security Agreement, and the amendment of or endorsement to each Policy
as set forth in Section 4 above shall each be effective.


 


SECTION 7.                                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 Insurance and Indemnity Agreement, and (ii) each reference in the Insurance
and Indemnity Agreement to “this Insurance and Indemnity Agreement” or “hereof”,
“hereunder” or words of like import, and each reference in any other document
to the Insurance and Indemnity Agreement shall mean and be a reference to the Insurance
and Indemnity Agreement as amended or modified hereby.


 


SECTION 8.                                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 9.                                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, RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


 


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


 


 


	
   

  	
  ISSUER:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BRL UNIVERSAL COMPRESSION FUNDING I

  2002, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BRL
  Universal Compression Management 2002,

  Inc., its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/
  Gregory C. Greene

  
	
   

  	
   

  	
   

  	
   

  	
  Gregory
  C. Greene, President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  INDENTURE TRUSTEE:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION, SUCCESSOR BY MERGER TO

  WELLS FARGO BANK MINNESOTA, NATIONAL

  ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Edna Barber

  
	
   

  	
   

  	
  Edna
  Barber, Assistant Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MANAGER:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  UNIVERSAL COMPRESSION, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lee Sumrall

  
	
   

  	
   

  	
  Lee
  Sumrall, Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HEAD LESSEE:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  UCO COMPRESSION 2002 LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lee Sumrall

  
	
   

  	
   

  	
  Lee
  Sumrall, Vice President

  
							



 





















 


	
   

  	
  INSURER:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AMBAC ASSURANCE CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Harris C. Mehos

  
	
   

  	
  Name:

  	
  Harris
  C. Mehos

  
	
   

  	
  Title:

  	
  First
  Vice President