Exhibit
10.3


 


AMENDMENT
NUMBER 3

TO HEAD LESSEE SECURITY AGREEMENT


 


THIS AMENDMENT NUMBER 3 TO
HEAD LESSEE SECURITY AGREEMENT (this “Amendment”),
dated as of June 28, 2005 (the “Effective Date”)
amends that certain 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.  Section 5.27 of the Agreement is hereby
amended and modified to add the following language to the end of the first
sentence:


 


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


 


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 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 5:


 


(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,


 


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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 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 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
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 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
1 to Insurance and Indemnity Agreement, and the amendment of or
endorsement to each Policy as set forth in Section 4 above shall each be
effective.


 


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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 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 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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SIGNATURE PAGE FOLLOWS]


 


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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/ Lee Sumrall

  
	
   

  	
   

  	
  Lee Sumrall, Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECURED PARTY:

  
	
   

  	
   

  	
   

  
	
   

  	
  BRL UNIVERSAL COMPRESSION
  FUNDING I

  2002, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BRL Universal Compression Management 2002,

  Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gregory C. Greene

  
	
   

  	
   

  	
   

  	
  Gregory C. Greene, 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/ John Miechkowski

  	
   

  
	
  Name:

  	
  John Miechkowski

  	
   

  
	
  Title:

  	
  Director

  	
   

  



 


 


In
accordance with and as required by Section 608 of the Indenture, the
undersigned hereby directs the Indenture Trustee to provide its written consent
to this Amendment. Further, in accordance with Sections 608 and 1002 of the
Indenture and Section 11.12 of the Agreement, the undersigned hereby consents
to this Amendment.


 


 


	
  CONTROL PARTY:

  	
   

  
	
   

  	
   

  	
   

  
	
  AMBAC ASSURANCE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Harris C. Mehos

  	
   

  
	
  Name:

  	
  Harris C. Mehos

  	
   

  
	
  Title:

  	
  First Vice President