EXHIBIT 10.25

AMENDMENT NUMBER 7  TO THE MANAGEMENT AGREEMENT

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").

W I T N E S S E T H:

WHEREAS,
the Manager, UCO and the Issuer have previously entered into the Management Agreement and Amendments Numbers 1, 2, 3, 4, 5 and 6 thereto;

WHEREAS,
the parties desire to further amend the Management Agreement in order to modify certain provisions of the Management 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 Management Agreement.

SECTION
2.Full Force and Effect.Other than as specifically modified hereby, the Management 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 Management Agreement.Effective on the date hereof, following the execution and delivery hereof,



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SECTION
4.Representations and Warranties.Each of the Manager, UCO and the Issuer hereby confirm that each of the covenants,
representations and warranties set forth in Articles 9 and 18, as applicable, of the Management Agreement are true and correct as of the date first written above with the same effect as though each
had been made as of such date, except to the extent that any of such covenants, representations and warranties expressly relate to earlier dates.

SECTION
5.Effectiveness of Amendment.



SECTION
6.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
7.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.

[Signatures
follow.]

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IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment on the date first above written.

| |  | UNIVERSAL COMPRESSION, INC.                      
| |  | -------------------------------------------------
| |  | By:                                              
| |  | Name:                                            
| |  | Title:                                           
| |  | UCO COMPRESSION LLC                              
| |  | By:                                              
| |  | Name:                                            
| |  | Title:                                           
| |  | BRL UNIVERSAL COMPRESSION
        FUNDING I, L.P.
| |  | By:                                              
| |  |                                                  
| |  |                                                  
| |  |                                                  

The
undersigned hereby consents to the
amendment to the Management Agreement:

VARIABLE
FUNDING CAPITAL
CORPORATION, as Requisite Global
Majority

|By: First Union Securities, Inc., acting
under the trade name Wachovia Securities,
as attorney-in-fact
|------------------------------------------------------------------------------------------------------
|By:                                                                                                   
|Name:                                                                                                 
|Title:                                                                                                

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Acknowledged
and Agreed:

WELLS
FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Indenture Trustee

|By:    |  | /s/EDNA BARBER          
|------ |  | ------------------------
|Name:  |  | Edna Barber             
|Title: |  | Assistant Vice President

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