Exhibit 10.2


 


AMENDMENT NUMBER 4

TO INDENTURE


 


THIS AMENDMENT NUMBER 4 TO
INDENTURE (this “Amendment”),
dated as of June 28, 2005 (the “Effective Date”)
amends that certain Indenture, dated as of December 31, 2002 (as amended,
modified or supplemented from time to time as permitted thereby, the “Indenture”) by and between BRL
Universal Compression Funding I 2002, L.P. (the “Issuer”) 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 and the
Indenture Trustee have previously entered into the Indenture;


 


WHEREAS, the parties desire
to amend the Indenture in order to modify certain provisions of the Indenture;


 


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 Indenture.


 


SECTION 2.           Full Force
and Effect. Other than as specifically modified hereby, the Indenture 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.           Amendments
to the Indenture. Pursuant to Section 1002 of the Indenture, as of the
Effective Date, the following amendments are being made to the Indenture:


 


(a)           The
definition of “Series 2002-1 Final Maturity Date” is hereby deleted in its
entirety and the following shall be substituted in place thereof:


 


“Series 2002-1 Final Maturity Date:  The Payment Date occurring in September, 2024.”


 


(b)           The
definition of “Series 2002-1 Note Commitment Termination Date” is hereby
deleted in its entirety and the following shall be substituted in place
thereof:


 


“Series 2002-1 Note Commitment Termination Date:  August 31, 2005 or such later date to which
the Series 2002-1 Note Commitment Termination
Date may be extended, if extended, in the sole discretion of the Series 2002-1
Noteholders, upon the request of the Issuer, in accordance with the terms of
Section 2.1(c) of the Note Purchase Agreement; provided, that no such extension
of the Series 2002-1 Note Commitment Termination Date shall be effective unless
the Series Enhancer, in its sole discretion, shall have consented in writing to
such extension.”


 


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(c)           Section
629 of the Indenture 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 Head Lessee 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 Deal Agent, the Series Enhancer, the Interest Rate Hedge Provider and the
Control Party to enter into this Amendment, each of the Issuer and the
Indenture Trustee hereby represents and warrants unto each of the Deal Agent,
the Series Enhancer, the Interest Rate Hedge Provider and the Control Party as
set forth in this Section 5:


 


(a)           Each of the Issuer and the Indenture Trustee hereby confirms
that each of the representations and warranties set forth in Articles V and VI
and Section 911 of the Indenture, 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)           The Issuer
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
and the Indenture Trustee 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 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 Issuer and the Indenture Trustee of this
Amendment or any other documents to be executed by any of the Issuer and the
Indenture Trustee in connection with this Amendment.


 


(e)           This Amendment
constitutes, and each other document executed by each of the Issuer and the Indenture
Trustee in connection with this Amendment will, upon the due execution and
delivery thereof, constitute the legal, valid and binding obligations of each
of the Issuer and the Indenture Trustee 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 Issuer, the Indenture Trustee, the Deal Agent, the Interest Rate Hedge
Provider and the Series Enhancer, as applicable;


 


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(b)           The Deal Agent has
received a certificate from the Issuer dated as of the Effective Date stating
that (i) all representations and warranties of the Issuer set forth in the
Indenture, 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 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 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;


 


(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 3 to the Head Lessee
Security Agreement, 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.


 


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 Indenture, and (ii) each reference in the Indenture to “this
Indenture” or “hereof”, “hereunder” or words of like import, and each reference
in any other document to the Indenture shall mean and be a reference to the
Indenture 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

  



 


 


In accordance with Section 1002 of the
Indenture, the undersigned hereby consent to this Amendment.


 


	
  DEAL AGENT:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WACHOVIA CAPITAL MARKETS, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Eric C. Blau

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Eric
  C. Blau

  	
   

  	
   

  
	
  Title:

  	
  Vice
  President

  	
   

  	
   

  
					



 





















 


	
  NOTEHOLDER:

  
	
   

  	
   

  
	
  VARIABLE FUNDING CAPITAL CORPORATION

  
	
   

  	
   

  
	
  By:

  	
  WACHOVIA
  CAPITAL MARKETS, LLC

  
	
   

  	
  its
  attorney-in-fact

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Douglas R. Wilson

  	
   

  
	
  Name:

  	
  Douglas
  R. Wilson

  	
   

  
	
  Title:

  	
  Vice
  President

  	
   

  



 


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


 


	
  INTEREST RATE HEDGE PROVIDER:

  	
   

  
	
   

  	
   

  	
   

  
	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  John Miechkowski

  	
   

  
	
  Name:

  	
  John
  Miechkowski

  	
   

  
	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CONTROL PARTY AND SERIES ENHANCER:

  	
   

  
	
   

  	
   

  	
   

  
	
  AMBAC ASSURANCE CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Harris C. Mehos

  	
   

  
	
  Name:

  	
  Harris
  C. Mehos

  	
   

  
	
  Title:

  	
  First
  Vice President