0001047469-02-002868 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 13th, 2002 • Universal Compression Inc • Services-equipment rental & leasing, nec • Texas

This Change of Control Agreement (this "Agreement") is entered into and effective as of , by and between Universal Compression Holdings, Inc., a Delaware corporation, (the "Company"), and (the "Employee").

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AMENDMENT NUMBER 9 TO THE MANAGEMENT AGREEMENT
Management Agreement • November 13th, 2002 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York

THIS AMENDMENT NUMBER 9, dated as of September 16, 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 6 TO THE MASTER EQUIPMENT LEASE AGREEMENT
Master Equipment Lease Agreement • November 13th, 2002 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York

THIS AMENDMENT NUMBER 6, dated as of September 16, 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").

SECOND AMENDMENT AND SUPPLEMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT
Senior Secured Revolving Credit Agreement • November 13th, 2002 • Universal Compression Inc • Services-equipment rental & leasing, nec

THIS SECOND AMENDMENT AND SUPPLEMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT (this "Second Amendment") is made and entered into as of the 30th day of September 2002 (the "Effective Date"), among UNIVERSAL COMPRESSION, INC., a Texas corporation ("Borrower"); WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank, "Wachovia"), 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.

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