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