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