0000912057-02-025708 Sample Contracts

AMENDMENT NUMBER 7 TO THE MANAGEMENT AGREEMENT
The Management Agreement • June 28th, 2002 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York

THIS AMENDMENT NUMBER 7, dated as of May 31, 2002 (the "Amendment") to the Management Agreement, dated as of February 9, 2001 (as amended or supplemented from time to time as permitted thereby, the "Management Agreement"), by and among Universal Compression, Inc. (the "Manager"), UCO Compression LLC ("UCO") and BRL Universal Compression Funding I, L.P. (the "Issuer").

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AMENDMENT NUMBER 4 TO THE MASTER EQUIPMENT LEASE AGREEMENT
Master Equipment Lease Agreement • June 28th, 2002 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York

THIS AMENDMENT NUMBER 4, dated as of May 31, 2002 (the "Amendment") to the Master Equipment Lease Agreement, dated as of February 9, 2001 (as amended or supplemented from time to time as permitted thereby, the "Head Lease"), by and between BRL Universal Compression Funding I, L.P. (the "Head Lessor") and UCO Compression LLC (the "Head Lessee").

STOCK OPTION AGREEMENT
Stock Option Agreement • June 28th, 2002 • Universal Compression Inc • Services-equipment rental & leasing, nec • Delaware

THIS STOCK OPTION AGREEMENT (this "Agreement"), executed to be effective the 16th day of August, 2001 (the "Grant Date"), by and between UNIVERSAL COMPRESSION HOLDINGS, INC., a Delaware corporation ("Holdings"), and «FirstName» «LastName» (the "Director"), who is a director of Holdings. All capitalized terms not otherwise defined in this Agreement shall have the respective meaning of such terms as defined in the Universal Compression Holdings, Inc. Incentive Stock Option Plan, as amended (the "Plan").

AMENDMENT NUMBER 2 TO THE MASTER EQUIPMENT LEASE AGREEMENT
Master Equipment Lease Agreement • June 28th, 2002 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York

THIS AMENDMENT NUMBER 2, dated as of March 29, 2002 (the "Amendment") to the Master Equipment Lease Agreement, dated as of February 9, 2001 (as amended or supplemented from time to time as permitted thereby, the "Head Lease Agreement"), by and between BRL Universal Compression Funding I, L.P. (the "Head Lessor") and UCO Compression LLC (the "Head Lessee").

FIRST AMENDMENT AND SUPPLEMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT
Credit Agreement • June 28th, 2002 • Universal Compression Inc • Services-equipment rental & leasing, nec

THIS FIRST AMENDMENT AND SUPPLEMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT (this "First Amendment") is made and entered into as of the 15th day of October, 2001 (the "Effective Date"), among UNIVERSAL COMPRESSION, INC., a Texas corporation ("Borrower"); FIRST UNION NATIONAL BANK ("First Union"), as administrative agent (in such capacity, the "Administrative Agent") for each of the lenders (the "Lenders") that is a signatory or which becomes a signatory to the hereinafter defined Credit Agreement; and the Lenders.

AMENDMENT NUMBER 6 TO THE MANAGEMENT AGREEMENT
Management Agreement • June 28th, 2002 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York

THIS AMENDMENT NUMBER 6, dated as of March 29, 2002 (the "Amendment") to the Management Agreement, dated as of February 9, 2001 (as amended or supplemented from time to time as permitted thereby, the "Management Agreement"), by and among Universal Compression, Inc. (the "Manager"), UCO Compression LLC ("UCO") and BRL Universal Compression Funding I, L.P. (the "Issuer").

AMENDMENT NUMBER 3 TO THE MASTER EQUIPMENT LEASE AGREEMENT
Master Equipment Lease Agreement • June 28th, 2002 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York

THIS AMENDMENT NUMBER 3, dated as of April 1, 2002 (the "Amendment") to the Master Equipment Lease Agreement, dated as of February 9, 2001 (as amended or supplemented from time to time as permitted thereby, the "Head Lease Agreement"), by and between BRL Universal Compression Funding I, L.P. (the "Head Lessor") and UCO Compression LLC (the "Head Lessee").

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