AMENDMENT NUMBER 2 TO THE HEAD LESSEE SECURITY AGREEMENT

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Exhibit 10.1

AMENDMENT NUMBER 2
TO THE HEAD LESSEE SECURITY AGREEMENT

THIS AMENDMENT NUMBER 2 TO THE HEAD LESSEE SECURITY AGREEMENT (this "Amendment"), dated as of July 16, 2004 (the "Effective Date") amends that certain Head Lessee Security Agreement, dated as of December 31, 2002 (as amended, modified or supplemented from time to time as permitted thereby, the "Agreement"), by and between BRL Universal Compression Funding I 2002, L.P. (the "Secured Party") and UCO Compression 2002 LLC (the "Grantor").

W I T N E S S E T H:

WHEREAS, the Secured Party and the Grantor have previously entered into the Agreement;

WHEREAS, the parties desire to amend the Agreement in order to modify Schedule 10 attached to the Agreement;

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 Agreement.

SECTION 2. Full Force and Effect. Other than as specifically modified hereby, the Agreement 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. Amendment to the Agreement. Section 7.4(b) of the Agreement is hereby deleted in its entirety and the following shall be substituted in place thereof:

"(b) Disbursements from the Rent Reserve Account. (i) On each Rent Payment Date and, if the Return Option shall not have been exercised, on the Termination Date, the Indenture Trustee shall, in accordance with the Manager Report, withdraw from the Rent Reserve Account and deposit into the Head Lessee Collection Account an amount equal to the excess, if any, of (A) the sum of (x) the Permitted Payment Date Withdrawals and (y) the Operations Fee, subject to the Maintenance Limit Amount over (B) amounts then on deposit in the Head Lessee Collection Account ((determined after giving effect to all other deposits to the Head Lessee Collection Account (other than funds transferred from the Rent Reserve Account) on or prior to such Rent Payment Date)) that pursuant to the priority of payments set forth in Section 7.2(c) hereof, are then available to pay the Monthly Lease Payment and the Operations Fee (subject to the Maintenance Limit Amount) and, if a Head Lease Event of Default has occurred and is then continuing, the Aggregate Outstanding Amounts and all amounts payable under any Interest Rate Swap Agreement, and (ii) on the Termination Date, if the Grantor has exercised the Return Option, the entire amount then on deposit in the Rent Reserve Account shall be applied solely as provided in Section 314(a) of the Indenture. Amounts transferred to the Head Lessee Collection Account pursuant to the provisions of Section 7.4(b) (i) may only be used to pay Monthly Lease Payments at the times and in the amounts specified in the definition of "Permitted Payment Date Withdrawals", and, if a Head Lease Event of Default has occurred and is then continuing, or if the Termination Date has occurred (and the Return Option has not been exercised), in payment of such Aggregate Outstanding Amounts and all amounts payable under any Interest Rate Swap Agreement as the Requisite Global Majority and each Interest Rate Hedge Provider shall direct, but in accordance with the priorities set forth in Section 7.2(c).

On each Rent Payment Date, the Indenture Trustee shall, in accordance with the Manager Report, deposit in the Head Lessee Collection Account the excess, if any, of (a) amounts then on deposit in the Rent Reserve Account (after giving effect to any withdrawals therefrom on such Rent Payment Date) over (b) the Rent Reserve Amount."

SECTION 4. Representations and Warranties. In order to induce the Interest Rate Hedge Provider, the Indenture Trustee and the Control Party to enter into this Amendment, the Grantor and the Secured Party each hereby represents and warrants unto each of the Interest Rate Hedge Provider, the Indenture Trustee and the Control Party as set forth in this Section 4:

(a) Grantor hereby confirms that each of the representations and warranties set forth in Section 4 of the Agreement are 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 Grantor 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 Secured Party and the Grantor 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 limited liability company 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 Grantor and the Secured Party of this Amendment or any other documents to be executed by any of the Grantor and the Secured Party in connection with this Amendment.

(e) This Amendment constitutes, and each other document executed by each of the Grantor and the Secured Party in connection with this Amendment will, upon the due execution and delivery thereof, constitute the legal, valid and binding obligations of each of the Grantor and the Secured Party enforceable in accordance with its terms.

SECTION 5. Conditions Precedent. The effectiveness of this Amendment shall be upon satisfaction of each of the conditions set forth in this Section 5:

(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 Grantor, the Secured Party and the Indenture Trustee, as applicable;

(b) The Deal Agent has received a certificate from each of the Grantor and the Secured Party dated as of the Effective Date stating that (i) all representations and warranties of the Grantor and the Secured Party, as the case may be, set forth in the Agreement, 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 certified resolutions of the Grantor 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 Grantor;

(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 Indenture, that certain Amendment Number 3 to Amended and Restated Agreement of Limited Partnership of BRL Universal Compression Funding I 2002, L.P. and that certain Amendment Number 3 to Series 2002-1 Note Purchase Agreement shall each be effective.

SECTION 6. 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 Agreement, and (ii) each reference in the Agreement to "this Agreement" or "hereof", "hereunder" or words of like import, and each reference in any other document to the Agreement shall mean and be a reference to the Agreement as amended or modified hereby.

SECTION 7. 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 8. 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.

GRANTOR:
UCO COMPRESSION 2002 LLC
By:	/s/ XXX XXXXXXX
Name:	Xxx Xxxxxxx
Title:	Vice President
SECURED PARTY:
BRL UNIVERSAL COMPRESSION FUNDING I 2002, L.P.
By:	BRL Universal Compression Management 2002, Inc.
	By:	/s/ XXXXXXX X. XXXXXX
	Name:	Xxxxxxx X. Xxxxxx
	Title:	President

In accordance with Section 608 of the Indenture and Section 11.12 of the Agreement, the undersigned hereby consents to this Amendment:

INDENTURE TRUSTEE:
XXXXX FARGO BANK, NATIONAL ASSOCIATION, SUCCESSOR BY MERGER TO XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
By:		/s/ XXXX XXXXXX
Name:		Xxxx Xxxxxx
Title:		Assistant Vice President

INTEREST RATE HEDGE PROVIDER:
WACHOVIA BANK, NATIONAL ASSOCIATION
By:		/s/ XXXX XXXXXXXXXXX
Name:		Xxxx Xxxxxxxxxxx
Title:		Vice President

In accordance with and as required by Section 608 of the Indenture, the undersigned hereby directs the Indenture Trustee to provide its written consent to this Amendment. Further, in accordance with Sections 608 and 1002 of the Indenture and Section 11.12 of the Agreement, the undersigned hereby consents to this Amendment.