Exhibit 10.1


AMENDMENT NUMBER 1

TO INDENTURE


THIS AMENDMENT NUMBER 1 TO
INDENTURE (this “Amendment”),
dated as of July 31, 2006 (the “Effective Date”)
amends that certain Indenture, dated as of October 28, 2005 (as amended,
modified or supplemented from time to time as permitted thereby, the “Indenture”) by and between UCO
Compression 2005 LLC (the “Issuer”)
and Wells Fargo Bank, 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.  References in this Amendment to the “Control
Party” refer to Ambac Assurance Corporation, which is the Control Party under
the Series 2005-1 Notes and Series 2005-2 Notes and constitutes, as of the
Effective Date, the Requisite Global Majority.


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)           In
the eight (8th)
line of Section 615 of the Indenture, the word “Compressor” shall be inserted
before the word “Related.”


(b)           Section
645 of the Indenture is hereby deleted in its entirety and the following shall
be substituted in place thereof:


“Section 645.         Sales
of Owner Compressors to a Universal Affiliate.  The Issuer shall not (and shall cause the
Manager to not) sell any Owner Compressor to a Universal Affiliate, except for
any such sale to a Universal Affiliate (a) of a Prohibited Below DV
Compressor, (b) of an Owner Compressor that is not then subject to a User
Contract with a Universal Affiliate and which is made for the purpose of using
such Owner Compressor at a location outside of the United States, or
(c) of an Owner Compressor to UPL or any Subsidiary of UPL; provided that,
in the case of either clause (a), (b) or (c), such sale is made:


(i)            with the prior written consent of
the Issuer and each Control Party;









 



(ii)           in the ordinary course of business of
the Manager and based on a determination by the Manager in its reasonable
business judgment that such a sale is in the best interests of the Issuer;


(iii)          for Net Compressor Sales Proceeds
payable on the sale date (which, except in the case of a sale pursuant to
clause (b) made for the purpose of curing a breach of Section 647 hereof, shall
be prior to removal of the Owner Compressor from the United States) in an
amount equal to the greater of (x) the then fair market value of such
Owner Compressor and (y) the then Depreciated Value of such Owner
Compressor;


(iv)          while no Trigger Event exists (or
would result from such sale) other than, in the case of any sale to a Universal
Affiliate of Prohibited Below DV Compressors, an Undercollateralization Event
or Net Revenue Event; and


(v)           in the case of a sale pursuant to
clause (c) above, (1) the Issuer or the Manager shall have delivered a list of
the Owner Compressors to be sold (which list shall describe the Compressors to
be sold and the User of each such Compressor) to the Indenture Trustee and each
Control Party no later than 10 Business Days prior to such sale, (2) the Issuer
shall have delivered to the Indenture Trustee and each Control Party, no later
than five (5) Business Days prior to such sale, a written notice specifying the
Purchase Date on which Additional Compressors will be purchased with the
proceeds of such sale (which Purchase Date shall be no later than thirty (30)
days after the date of such sale), describing the Additional Compressors to be
purchased (which Additional Compressors shall satisfy all of the Additional
Compressor Criteria and Purchase Criteria) and complying with all of the other
requirements of Section 315(b) of the Indenture and (3) after giving effect to
such sale, the Aggregate Note Principal Balance shall not exceed the Asset
Base.”


(c)           The
definition of “Additional Compressor Criteria” is hereby deleted in its
entirety and the following shall be substituted in place thereof:


“Additional Compressor Criteria:  With respect to each purchase of one or more
Compressor(s) by the Issuer with the proceeds of amounts on deposit in the
Purchase Account from time to time, all of the following, as of the Purchase
Date therefor:


(1)                                  the
Additional Compressor has a Depreciated Value (or, if more than one Additional
Compressor is proposed to be acquired on such date, all Additional Compressors
proposed to be acquired in connection with such sale, an aggregate Depreciated
Value) that is not less than the Depreciated Value of the Owner Compressor
being replaced (or, if more than one Owner Compressor is being replaced in
connection with such sale, the aggregate Depreciated Value of all Owner
Compressors being replaced in connection with such sale);


(2)                                  after
giving effect to the acquisition of such Additional Compressors, the Weighted
Average Age of all Eligible Compressors (including the Additional Compressors)
constituting the Owner Compressors does not exceed by more than five percent
(5%) the Weighted Average Age of all Eligible Compressors constituting the
Owner Compressors on the Closing Date, as adjusted for the increase to the
Weighted Average Age resulting from aging during the period commencing on the
Closing Date to the proposed Purchase Date for such Additional Compressor(s);


 









 



(3)                                  the
monthly contract rate (net of associated current monthly expenses) for the
Additional Compressor (or, if more than one Additional Compressor is proposed
to be acquired on such date, the aggregate monthly contract rate (net of aggregate
current monthly expenses) for all such Additional Compressors) is not less than
the monthly contract rate (net of current monthly expenses) of the Owner
Compressor being replaced (or, if more than one Additional Compressor is
proposed to be replaced on such date, the aggregate monthly contract rate (net
of aggregate current monthly expenses) for all such Owner Compressors being
replaced);


(4)                                  the
Excess H/P Concentration Amount and the Excess Customer Concentration Amount,
calculated after giving effect to the purchase of such Additional
Compressor(s), will not exceed the corresponding amounts calculated immediately
prior to such purchase; and


(5)                                  each
such Additional Compressor qualifies as an Eligible Compressor and, if such
Additional Compressor is subject to a Contract on the proposed Purchase Date,
such Contract qualifies as an Eligible Contract.”


(d)           The
definition of “Average Contract Rate” is hereby deleted in its entirety and the
following shall be substituted in place thereof:


“Average Contract Rate:  For any calendar month, the quotient obtained
by dividing (x) the aggregate gross contract rate actually billed as reflected
on the operating reports of the Manager at the end of each calendar month
relating to the Owner Compressors or the Other UCI Compressors (which for the
purposes of this calculation shall only include similar billing line items to
those included in the billing of the Owner Compressors), as the case may be,
that were actually under contract at the end of such calendar month, by (y) the
aggregate number of horsepower represented by the Owner Compressors or the
Other UCI Compressors, as the case may be, that were actually under contract at
the end of such calendar month.”


(e)           The
definition of “Run-time Credit Ratio” is hereby deleted in its entirety and the
following shall be substituted in place thereof:


“Run-time
Credit Ratio:  A fraction
(expressed as a percentage) the numerator of which is equal to the aggregate
run-time credits issued by the Manager to Users of the Owner Compressors during
the three (3) immediately preceding calendar months and the denominator of
which is the contract payments which were actually billed by the Manager with
respect to the Owner Compressors subject to a User Contract during the three
(3) immediately preceding calendar months.”


(f)            The
definition of “UCI Compressors” is hereby deleted in its entirety and the
following shall be substituted in place thereof:


“UCI
Compressors:  As of any
date of determination, all Compressors that are a part of the Domestic Contract
Compression Business of UCI, UPL and their respective Subsidiaries.”


(g)           The
following new terms “UCOP” and “UPL” shall be added as follows:


“UCOP:   UC Operating Partnership, L.P., a Delaware
limited partnership, and its successors and assigns.









 



UPL:  Universal Compression Partners, L.P., a
Delaware limited partnership, and its successors and assigns.”


(h)           The
definition of “Universal Affiliate” is hereby deleted in its entirety and the
following shall be substituted in place thereof:


“Universal
Affiliate:  Any one or more of
UPL, UCI, UCMC, the Contributor, UCH of any Affiliate or any of the foregoing.”


SECTION 4.           Sale of Certain Owner Compressors.  Pursuant to the requirements of Section 645
of the Indenture, the Control Party hereby consents to the Issuer’s sale within
120 days after the Effective Date of all of the Owner Compressors that are
utilized in providing contract compression services to the Users listed on
Schedule 1 attached hereto, which as of the Effective Date are those certain
Owner Compressors listed on Schedule 2 attached hereto and the User Contracts
related thereto, to UCOP or any of its Subsidiaries pursuant to the form of
Bill of Sale attached hereto as Exhibit A.  The Issuer represents that such sale complies
with the requirements of Section 645 (ii) through (v) of the Indenture, as
amended hereby and covenants and agrees that it shall, on the date of such
sale, deposit all Compressor Reinvestment Sales Proceeds received from such
sale into the Purchase Account in accordance with Section 315(b) of the
Indenture.


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 of the Effective Date 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 and the sale of
the Owner Compressors described in Section 4 hereof, no Event of Default,
Manager Default, UCI 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 (including, without limitation, the
sale of Owner Compressors described in Section 4 hereof), all of which
have been duly authorized and approved by all necessary limited partnership or corporate
action, as applicable, and do not require the consent of any Governmental
Authority or any other Person, and agrees to furnish the Deal Agent and the
Control Party 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 conditioned
upon satisfaction of each of the conditions set forth in this Section 6:


(a)           Each
of the Deal Agent and the Control Party has received counterparts of this
Amendment and such related documentation as the Deal Agent, the Control Party
or their respective counsel shall determine in their reasonable discretion, in
form and substance satisfactory to the Deal Agent and the Control Party, duly
executed and delivered by the Issuer, the Indenture Trustee, the Deal Agent, the
Interest Rate Hedge Provider and each Series Enhancer, as applicable;


(b)           Each
of the Deal Agent and the Control Party 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, UCI Event, Trigger Event or
Prospective Trigger Event has occurred and is continuing;


(c)           Each
of the Deal Agent and the Control Party has received a certified copy of the resolutions
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
Issuer;


(d)           Each
of the Deal Agent and the Control Party shall have received a certificate from
the Manager dated as of the Effective Date in substantially the form of Exhibit B attached hereto;


(e)           The
Control Party shall have received an opinion of Gardere Wynne Sewell LLP, as
counsel to UCI, Old Lessee and the Issuer, with respect to a “true sale”
analysis of (i) the transfers of Compressors from Old Lessor to the Issuer
and (ii) the transfers of Compressors after the Closing Date by UCI to the
Issuer, in each case after giving effect to the sales contemplated by
Section 4 of this Amendment and the amendments of the Indenture described
in this Amendment, and with respect to such other bankruptcy matters as the
Control Party may reasonably request, in form, scope and substance reasonably
satisfactory to the Control Party;


(f)            The
Control Party shall have received payment of an amendment fee in an amount
equal to $50,000, which payment shall be nonrefundable and shall be made by
wire transfer of immediately available funds to such account as the Control
Party shall designate to the Issuer;


(g)           No
Event of Default, Manager Default, UCI Event, Trigger Event or Prospective
Trigger Event has occurred and is continuing; and


(h)           That
certain Amendment Number 1 to the Management Agreement shall be effective.


SECTION 7.           Miscellaneous Provisions.


(a)           Upon
(i) the satisfaction of all of the conditions set forth in Section 6
hereof and (ii) the delivery to Control Party of (x) duly executed
counterparts of this Amendment executed by each of the Issuer and the Indenture
Trustee and (y) duly executed consents to this Amendment, executed by each
of the Deal Agent, the Interest Rate Hedge Provider and the Requisite Global
Majority (including the









 



Control Party) which
shall be evidenced by such parties signature appended hereto in the space
provided below, 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:

  
	
   

  	
   

  
	
   

  	
  UCO
  COMPRESSION 2005 LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Michael Anderson

  
	
   

  	
   

  	
  J. Michael
  Anderson, Senior Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INDENTURE
  TRUSTEE:

  
	
   

  	
   

  
	
   

  	
  WELLS
  FARGO BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jason VanVleet

  
	
   

  	
   

  	
  Jason VanVleet, 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/ Robert Christensen

  	
   

  
	
  Name:

  	
  Robert Christensen

  	
   

  
	
  Title:

  	
  Director

  	
   

  



 









 



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


	
  INTEREST RATE HEDGE PROVIDER:

  
	
   

  
	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Benjamin T. Bonner

  	
   

  
	
  Name:

  	
  Benjamin T. Bonner

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
  AMBAC FINANCIAL SERVICES, LLC

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Robert Donovan

  	
   

  
	
  Name:

  	
  Robert Donovan

  	
   

  
	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Paul Brody

  	
   

  
	
  Name:

  	
  Paul Brody

  	
   

  
	
  Title:

  	
  Director of Operations

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  REQUISITE
  GLOBAL MAJORITY, CONTROL PARTY

  
	
  AND
  SERIES ENHANCER:

  
	
   

  
	
  AMBAC
  ASSURANCE CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Harris C. Mehos

  	
   

  
	
  Name:

  	
  Harris C. Mehos

  	
   

  
	
  Title:

  	
  Managing Director