EX-10.3 8 doc7.txt EXHIBIT 10.3 PARTICIPATION AGREEMENT SUPPLEMENT ---------------------------------- NO. 1 ----- This Participation Agreement Supplement (this "Supplement") dated as of ---------- October 23, 2001 is executed pursuant to, and incorporates by reference all of the terms, conditions and provisions of, the First Amended and Restated Participation Agreement (as amended, modified and supplemented prior to delivery of this Supplement, "Participation Agreement"), dated as of October 23, 2001, ----------------------- among Universal Compression, Inc. ("Lessee"), Universal Compression Holdings, ------ Inc., BRL Universal Equipment 2001 A, L.P., The Bank of New York not in its individual capacity but as indenture trustee for Tranche A Noteholders, BRL Universal Equipment Management, Inc., Tranche B Lenders from time to time party thereto, Bankers Trust Company, as Administrative Agent, and Bankers Trust Company, as Collateral Agent. Capitalized terms not otherwise defined herein have the meanings given in Appendix A to the Participation Agreement which Appendix A also contains rules of usage and interpretation applicable hereto. Maximum Acquisition Cost of Equipment to be acquired by Lessor and leased to ---------------------------------------------------------------------------- Lessee pursuant to the Participation Agreement and Lease Agreement on the next ------------------------------------------------------------------------------ Funding Date: ------------- $122,000,000.00 Commitment Termination Date: --------------------------- October 23, 2001 Aggregate Tranche B Commitments for equipment to be acquired by Lessor and leased to Lessee pursuant to the Participation Agreement and Lease Agreement on the next Funding Date: $18,262,500.00 Tranche B Commitment for financing equipment to be acquired by Lessor and leased to Lessee pursuant to the Participation Agreement and Tranche B Lender Lease Agreement on the next Funding Date ($) ---------------- -------------------------------------------- Bankers Trust Company $ 9,131,250.00 130 Liberty Street, M.S. 2344 New York, New York 10006 Attention: Marcus Tarkington Internal Mail Code: NYC 02-2802 Telephone: (212) 250-7684 Telefax: (212) 250-8693 First Union National Bank $ 6,391,875.00 301 South College Street Charlotte, NC 28288 Attn: Robert Wateroff Tel: (704) 374-6221 Fax: (704) 374-6249 Bank of Nova Scotia $ 1,826,250.00 1100 Louisiana Street, Suite 3000 Houston, TX 77002 Attn: Jean Paul Purdy Tel: (713) 759-3433 Fax: (713) 752-2425 Bank One, NA $ 913,125.00 (Main Office Chicago) 201 St. Charles Avenue 29th Floor New Orleans, LA 70170 Attn: Charles Freel, Jr. Tel: (504) 623-1638 Fax: (504) 623-6555 As of the date hereof, each of the Tranche B Lenders a party hereto and not already a party to the Operative Documents assumes the rights and obligations of a Tranche B Lender under the Operative Documents and shall be deemed a party to each of the Operative Documents to which the Tranche B Lenders are a party. Sellers: -------- Universal Compression, Inc. KCI, Inc. KCI Leasing, Inc. KCI Compression, L.P. Projections: ------------ Projections referenced in Section 2.1(ii) of the Participation Agreement shall mean the pro forma financial statements of Guarantor made a part of the draft Offering Memorandum of the Lessor dated October 15, 2001. Financial Statements: --------------------- Financial Statements referenced in the last sentence of Section 2.1(u) of the Participation Agreement shall mean the financial statements contained in the Registration Statement filed with the SEC on August 10, 2001. -2- Additional Conditions Precedent: ------------------------------- 1. Execution of and delivery by all parties thereto of the First Amendment to Senior Secured Revolving Credit Agreement dated October 23, 2001 relating to the amendment of Section 9.14 thereof in form and substance reasonably acceptable to Administrative Agent. Additional Operative Documents: ------------------------------ None -3- UNIVERSAL COMPRESSION, INC., as Lessee By: /s/ Richard W. FitzGerald ---------------------------------------- Senior Vice President UNIVERSAL COMPRESSION HOLDINGS, INC., as Guarantor By: /s/ Richard W. FitzGerald ---------------------------------------- Senior Vice President BRL UNIVERSAL EQUIPMENT 2001 A, L.P., as Lessor By BRL Universal Equipment Management, Inc. Its General Partner By: /s/ Gregory C. Greene ---------------------------------------- President THE BANK OF NEW YORK, not individually but as Indenture Trustee for Tranche A Noteholders By: /s/ Remo Reale ---------------------------------------- Vice President -Signature Page- [Participation Agreement Supplement No. 1] We hereby consent to the terms of this Supplement: BANKERS TRUST COMPANY, as Administrative Agent By: /s/ Marcus M. Tarkington ---------------------------------------- Director BANKERS TRUST COMPANY as Tranche B Lender By: /s/ Marcus M. Tarkington ---------------------------------------- Director FIRST UNION NATIONAL BANK as Tranche B Lender By: /s/ David E. Humphreys ---------------------------------------- Vice President BANK ONE, N.A. (Main Office Chicago) as Tranche B Lender By: /s/ Dianne Russell ---------------------------------------- Vice President -Signature Page- [Participation Agreement Supplement No. 1] THE BANK OF NOVA SCOTIA as Tranche B Lender By: /s/ M.D. Smith ---------------------------------------- Agent -Signature Page- [Participation Agreement Supplement No. 1]