0001104659-05-036906 Sample Contracts

AMENDMENT NUMBER 3 TO HEAD LESSEE SECURITY AGREEMENT
Head Lessee Security Agreement • August 5th, 2005 • Universal Compression Holdings Inc • Services-equipment rental & leasing, nec • New York

THIS AMENDMENT NUMBER 3 TO HEAD LESSEE SECURITY AGREEMENT (this “Amendment”), dated as of June 28, 2005 (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”).

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AMENDMENT NUMBER 1 TO INSURANCE AND INDEMNITY AGREEMENT
Insurance and Indemnity Agreement • August 5th, 2005 • Universal Compression Holdings Inc • Services-equipment rental & leasing, nec • New York

THIS AMENDMENT NUMBER 1 TO INSURANCE AND INDEMNITY AGREEMENT (this “Amendment”), dated as of June 28, 2005 (the “Effective Date”) amends that certain Insurance and Indemnity Agreement, dated as of December 31, 2002 (as amended, modified or supplemented from time to time as permitted thereby, the “Insurance and Indemnity Agreement”) by and among BRL Universal Compression Funding I 2002, L.P. (the “Issuer”), Ambac Assurance Corporation (the “Insurer”), Universal Compression, Inc. (the “Manager”), UCO Compression 2002 LLC (the “Head Lessee”) and Wells Fargo Bank, National Association, successor by merger to Wells Fargo Bank Minnesota, National Association, as indenture trustee (the “Indenture Trustee”).

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