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EXHIBIT 10.4    
  


 
 

GUARANTY    
  


        THIS GUARANTY, dated as of December 31, 2002 (as amended, modified or supplemented from time to time in accordance with its terms, this
"Guaranty"), is issued by UNIVERSAL COMPRESSION HOLDINGS, INC., a Delaware corporation (together with its successors and permitted assigns, the
"Guarantor"), for the benefit of UCO COMPRESSION 2002 LLC, a Delaware limited liability company (together with its successors and permitted assigns, the
"Head Lessee"), BRL UNIVERSAL COMPRESSION FUNDING I 2002, L.P., a Delaware limited partnership (together with its successors and permitted assigns, the
"Issuer" or the "Head Lessor"), and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking
association, as indenture trustee on behalf of the parties set forth in the hereinafter defined Indenture (together with its successors and permitted assigns, the "Indenture
Trustee"; each of the Head Lessee, the Head Lessor and the Indenture Trustee (for the benefit of the Noteholders, any Series Enhancer and any Interest Rate Hedge Provider), a
"Beneficiary" and collectively, the "Beneficiaries"). 


        PRELIMINARY
STATEMENTS: 


        (1)  The
Head Lessee and the Head Lessor have entered into that certain Master Equipment Lease Agreement, dated as of December 31, 2002 (as amended, modified or supplemented
from time to time in accordance with its terms, the "Head Lease") pursuant to which the Head Lessor has and will lease certain Compressors to the Head Lessee; 


        (2)  The
Head Lessee, the Head Lessor and Universal Compression, Inc. ("UCI") have entered into that certain Management Agreement, dated as of December 31, 2002 (as amended,
modified or supplemented from time to time in accordance with its terms, the "Management Agreement") pursuant to which UCI has and will manage certain Compressors on behalf of the Head Lessor or the
Head Lessee, as the case may be; 


        (3)  The
Issuer is issuing one or more classes of notes (collectively, the "Notes") pursuant to that certain Indenture (as amended, modified or supplemented from time to time
in accordance with its terms, the
"Indenture"), dated as of December 31, 2002, between the Issuer and the Indenture Trustee, which Notes will be collateralized by, inter alia, all of the
Issuer's right, title and interest in and to the Head Lease, the Owner Compressors, the User Leases and the Management Agreement; 


        (4)  UCI
is a wholly-owned subsidiary of the Guarantor; 


        (5)  Issuer
requires that the Guarantor guarantee the payment and performance by UCI under the Management Agreement as a condition to leasing Compressors to Head Lessee under
the Head Lease; 


        (6)  Guarantor
will obtain substantial direct and indirect benefit from the lease of the Compressors to the Head Lessee and the management thereof by UCI, and is willing to
provide this guaranty on the terms and conditions set forth herein; and 


        (7)  Beneficiaries
have entered into the Indenture in reliance upon the benefits of this Guaranty; 


        NOW,
THEREFORE, in consideration of the premises and other consideration, the receipt and sufficiency of which is hereby acknowledged by the Guarantor, the Guarantor hereby agrees as
follows: 


        SECTION
1.    Definitions.    Capitalized terms used in this Guaranty, unless otherwise defined herein, shall have the
meaning set forth in Appendix A to the Indenture. 



        SECTION
2.    Guaranty.    Guarantor hereby irrevocably, absolutely and unconditionally guarantees, as primary obligor
and as a guarantor of payment and not merely as surety or guarantor of collection to the Beneficiaries: (i) the full and prompt payment when due, whether by stated maturity, acceleration or otherwise,
and at all times thereafter, of the payment and deposit obligations of UCI as the initial Manager under the Management Agreement (UCI in this capacity, the "Guaranteed
Party") and all other amounts from time to time owing by UCI under the Management Agreement, and 





 




(ii) the full and timely performance of, and compliance with each and every duty, agreement, covenant, undertaking, indemnity, and obligation of the Guaranteed Party under the Management
Agreement, in each case, howsoever created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, now or hereafter existing or due or to
become due, which
arises out of or in connection with the Management Agreement (all of such obligations described in clauses (i) and (ii) being hereinafter collectively called the  "Liabilities"); provided that nothing
contained herein shall be deemed to constitute credit recourse to the Guarantor for payment of: (A) losses arising
solely from the financial inability of a User to make rental or other payments under a User Lease, (B) losses arising solely from the failure of the remarketing proceeds of a Compressor to equal or
exceed the Appraised Value thereof for reasons other than the Manager's failure to comply with the Services Standard, or (C) the Notes or the Certificates. Guarantor further agrees to pay all costs
and expenses (including reasonable attorneys' fees and legal expenses) paid or incurred by any Beneficiary in endeavoring to collect the Liabilities, or any part thereof, and in enforcing this
Guaranty. 


        SECTION
3.    Continuing Guaranty.    This Guaranty shall in all respects be a continuing, absolute and unconditional
guaranty, and shall remain in full force and effect (notwithstanding, without limitation, that at any time or from time to time all Liabilities may have been paid in full), subject to discontinuance
only upon payment and performance in full of: (i) all Liabilities and (ii) any and all expenses paid or incurred by a Beneficiary in endeavoring to collect the Liabilities and in enforcing this
Guaranty; and all of the agreements and obligations under this Guaranty shall remain fully in effect until all such obligations and expenses finally shall have been paid in full. 


        SECTION
4.    Rescission.    Guarantor further agrees that, if at any time all or any part of any payment theretofore
applied by Beneficiary to any of the Liabilities is or must be rescinded or returned by Beneficiary for any reason whatsoever, such Liabilities shall, for the purposes of this Guaranty, to the extent
that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by Beneficiary, and this Guaranty shall continue to be effective or be
reinstated, as the case may be, as to such Liabilities, all as though such application by Beneficiary had not been made. 


        SECTION
5.    Certain Actions.    Each Beneficiary may, from time to time at its sole discretion and without notice to
Guarantor, take any or all of the following actions without affecting the obligations of Guarantor hereunder: (a) retain or obtain a Lien upon or a security interest in any property to secure any of
the Liabilities or any obligation hereunder; (b) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to Guarantor, with respect to any of the Liabilities or
any obligation hereunder; (c) extend or renew for one or more periods (regardless of whether longer than the original period), alter or exchange any of the Liabilities, or release or compromise any
obligation of Guarantor hereunder or any obligation of any nature of any other obligor including UCI with respect to any of the Liabilities; (d) release or fail to perfect its Lien upon or security
interest in, or impair, surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Liabilities or any obligation hereunder, or extend or renew
for one or more periods (regardless of whether longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such
property; and (e) resort to Guarantor for payment of any of the Liabilities, regardless of whether Beneficiary shall have resorted to any property securing any of the Liabilities or any obligation
hereunder or shall have proceeded against any other obligor primarily or secondarily obligated with respect to any of the Liabilities. 


        SECTION
6.    Subrogation.    Any amounts received by a Beneficiary from whatsoever source on account of the
Liabilities may be applied by it toward the payment of such of the Liabilities, and in such order of application, as Beneficiary may from time to time elect. Until one year and one day after payment
of
the full amount of all Liabilities, the performance of all of Guarantor's obligations hereunder and the termination of this Guaranty, no payment made by or for the account of Guarantor pursuant to
this Guaranty shall entitle Guarantor by subrogation, indemnity or otherwise to any 


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payment by UCI or from or out of any property of UCI, and Guarantor shall not exercise any right or remedy against UCI or any property of UCI by reason of any performance by Guarantor of this
Guaranty. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Liabilities shall not have been paid in full, such amount shall be held in
trust for the benefit of the Beneficiaries and shall forthwith be paid to the Indenture Trustee to be credited and applied upon the Liabilities, whether matured or unmatured, in accordance with the
terms of this Guaranty. 


        SECTION
7.    Waiver; Waiver of Defenses.    Guarantor hereby expressly waives: (a) notice of any Beneficiary's
acceptance of this Guaranty; (b) notice of the existence or creation or non-payment of all or any of the Liabilities; (c) presentment, demand, notice of dishonor, protest, and all other notices
whatsoever (provided that nothing contained in this clause (c) shall affect any obligations to give notice or make demand as set forth in the Management Agreement); and (d) all diligence in collection
or protection of or realization upon the Liabilities or any thereof, any obligation hereunder, or any security for or guaranty of any of the foregoing. To the fullest extent permitted by applicable
law, Guarantor agrees not to assert, and hereby waives for the benefit of each Beneficiary, all rights (whether by counterclaim, setoff or otherwise) and defenses (including, without limitation, the
defense of fraud or fraud in the inducement), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and defenses may be available to Guarantor to avoid payment of
its obligations under this Guaranty in accordance with the express provisions of this Guaranty. 


        SECTION
8.    Unconditional Nature of Guaranty.    This Guaranty shall constitute a guaranty of payment or of
performance and not of collection, and the Guarantor specifically agrees that it shall not be necessary, and that the Guarantor shall not be entitled to require, before or as a condition of enforcing
the liability of the Guarantor under this Guaranty or requiring payment or performance of the Liabilities by the Guarantor hereunder, or at any time thereafter, that any Person: (a) file suit or
proceed to obtain or assert a claim for personal judgment against UCI or any other Person that may be liable for any Liabilities; (b) make any other effort to obtain payment or performance of any
Liabilities from UCI or any other Person that may be liable for such Liabilities; (c) foreclose against or seek to realize upon any security now or hereafter existing for such Liabilities; (d)
exercise or assert any other right or remedy to which such Person is or may be entitled in connection with any Liabilities or any security or other guaranty therefor; or (e) assert or file any claim
against the assets of UCI or any other Person liable for any Liabilities. Notwithstanding anything herein to the contrary, no provision of this Guaranty shall require the Guarantor to pay, perform or
discharge any Liabilities prior to the time such Liabilities are due and payable. No delay on any Beneficiary's part in the exercise of any right or remedy shall operate as a waiver thereof, and no
single or partial exercise by any Beneficiary of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy; nor shall any modification or waiver
of any of the provisions of this Guaranty be binding upon Beneficiary except as expressly set forth in a writing duly signed by each Beneficiary. The Beneficiaries may in all events pursue their
rights under this Guaranty prior to or simultaneously with pursuing their various rights referred to in the Management Agreement, as the Beneficiaries may determine. No action of any Beneficiary
permitted hereunder shall in any way affect or impair any Beneficiary's rights or Guarantor's obligations under this Guaranty. For the purposes of this Guaranty, Liabilities shall include all of UCI's
obligations under the Management Agreement, notwithstanding any right or power
of UCI or anyone else to assert any claim or defense as to the invalidity or unenforceability of any such obligation, and no such claim or defense shall affect or impair the obligations of Guarantor
hereunder. The obligations of the Guarantor are unlimited in amount (but not greater than the Liabilities plus costs and expenses payable hereunder) and shall be continuing and irrevocable, absolute
and unconditional, primary, original and immediate and not contingent and shall remain in full force and effect without regard to and not be released, discharged or in any way affected by any
circumstance or 


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condition (other than by payment in full of Liabilities) including, without limitation, the occurrence of any one or more of the following: 



          (i)  any
lack of validity or enforceability of any of the Liabilities under the Management Agreement or any document entered into in connection with the transactions
contemplated by the Management Agreement, any provision thereof, or any other agreement or instrument relating thereto or the absence of any action to enforce the same; 



        (ii)  any
failure, omission, delay or lack on the part of the Beneficiaries to enforce, assert or exercise any right, power, privilege or remedy conferred on the
Beneficiaries in the Management Agreement or this Guaranty, or the inability of the Beneficiaries to enforce any provision of the Management Agreement for any reason, or any other act or omission on
the part of the Beneficiaries; provided that the foregoing shall not apply to applicable statutes of limitation; 


        (iii)  any
change in the time, manner or place of performance or of payment, or in any other term of, all or any of the Liabilities, or any other modification, supplement,
amendment or waiver of or any consent to departure from the terms and conditions of any of the Management Agreement, the Intercreditor Agreement or any document entered into in connection with the
transactions contemplated by the Management Agreement or the Related Documents; 


        (iv)  any
taking, exchange, release or non-perfection of any collateral or security, or any taking, release or amendment or waiver of or consent to departure from any other
guaranty, for all or any of the Liabilities or the acceptance of any security therefor; 


        (v)  the
waiver by the Beneficiaries of the performance or observance by the Guaranteed Party of any Liabilities, the waiver of any default in the performance or observance
thereof, any extension by the Beneficiaries of the time for payment or performance and discharge by the Guaranteed Party of any Liabilities or any extension, indulgence or renewal of any Liabilities;  provided that the foregoing shall not apply to applicable statutes of limitation; 


        (vi)  any
bankruptcy, suspension of payments, insolvency, sale of assets, winding-up, dissolution, liquidation, receivership or reorganization of, or similar proceedings
involving, the Guaranteed Party or its assets or any resulting release or discharge of any of the Liabilities; 


      (vii)  the
recovery of any judgment against any Person or any action to enforce the same; 


      (viii)  any
failure or delay in the enforcement of the Liabilities of any Person under the Management Agreement or any document entered into in connection with the
transactions contemplated by the Management Agreement or any provision thereof; provided that the foregoing shall not apply to applicable statutes of
limitation; 


        (ix)  any
set-off, counterclaim, deduction, defense, abatement, suspension, deferment, diminution, recoupment, limitation or termination available with respect to any
Liabilities and, to the extent permitted by Applicable Law, irrespective of any other circumstances that might otherwise limit recourse by or against the Guarantor or any other Person; 


        (x)  the
obtaining, the amendment or the release of or consent to any departure from the primary or secondary obligation of any other Person, in addition to the Guarantor,
with respect to any Liabilities; 


        (xi)  any
compromise, alteration, amendment, modification, extension, renewal, release or other change, or waiver, consent or other action, or delay or omission or failure to
act, in respect of any of the terms, covenants or conditions of the Management Agreement or any document entered into in connection with the transactions contemplated by the Management Agreement or
any Liabilities, or any other agreement or any related document referred to therein, or any assignment or transfer of any thereof; 



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      (xii)  any
manner of application of collateral, or proceeds thereof, to all or any of the Liabilities, or any manner of sale or other disposition of any collateral for all or
any of the Liabilities or any other assets of the Guaranteed Party or any of its subsidiaries, or any furnishing or acceptance of additional collateral or any release of any existing securities; 


      (xiii)  any
change in control or the ownership of the Guaranteed Party, any change, merger, demerger, consolidation, restructuring or termination of the corporate structure
or existence of the Guaranteed Party or its subsidiaries; 


      (xiv)  to
the fullest extent permitted by Applicable Law, any other circumstance which might otherwise constitute a defense available to, or a discharge of, a guarantor or
surety with respect to any Liabilities; 


      (xv)  any
default, failure or delay, whether as a result of actual or alleged force majeure, commercial impracticability or otherwise, in the performance of the Liabilities,
or by any other act or circumstances which may or might in any manner or to any extent vary the risk of the Guarantor, or which would otherwise operate as a discharge of the Guarantor; 


      (xvi)  the
existence of any other obligation of the Guarantor, or any limitation thereof, in the Management Agreement; 


    (xvii)  any
regulatory change or other governmental action (whether or not adverse or other change in applicable law); or 



    (xviii)  the
partial payment or performance of the Liabilities (whether as a result of the exercise of any right, remedy, power or privilege or otherwise) or the invalidity
of any payment for any reason whatsoever. 




Should
any money due or owing under this Guaranty not be recoverable from the Guarantor due to any of the matters specified in clauses (i) through (xviii) above or for any other reason, then, in any
such case, such money shall nevertheless be recoverable from the Guarantor as though the Guarantor were principal debtor or obligor in respect thereof and not merely a guarantor and shall be paid by
the Guarantor forthwith. 


        This
Guaranty shall continue to be effective or be automatically reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Liabilities is rescinded
or must otherwise be restored or returned by the Beneficiaries for any reason whatsoever, whether upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Guaranteed Party or
otherwise, all as though such payment had not been made, and the Guarantor agrees that it will indemnify the Beneficiaries on demand for all reasonable costs and expenses (including, without
limitation, fees and disbursements of counsel) incurred by the Beneficiaries in connection with such rescission or restoration. If an event permitting the exercise of remedies under the Management
Agreement shall at any time have occurred and be continuing and such exercise, or any consequences thereof provided in the Management Agreement, shall at such time be prevented by reason of the
pendency against the Guaranteed Party of a case or proceeding under a bankruptcy or insolvency law, the Guarantor agrees that, for purposes of this Guaranty and its obligations hereunder, amounts
payable under the Management Agreement shall be deemed to have been declared in default, with all attendant consequences as provided in the Management Agreement as if such declaration of default and
the consequences thereof had been accomplished in accordance with the terms of the Management Agreement, and the Guarantor shall forthwith pay any amounts guaranteed hereunder, without further notice
or demand. 


        SECTION
9.    Information.    Guarantor has and will continue to have independent means of obtaining information
concerning UCI's affairs, financial condition and business. Beneficiary shall not 


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have any duty or responsibility to provide Guarantor with any credit or other information concerning UCI's affairs, financial condition or business which may come into Beneficiary's possession. 



        SECTION
10.    Representations and Warranties.    Guarantor represents and warrants as follows: 



        (a)    Organization and Good Standing.    It has been duly organized and is validly existing as a corporation in good
standing under the laws of its state of incorporation, with corporate power and authority to own its properties and to conduct its business as such properties are presently owned and such business is
presently conducted. 


        (b)    Due Qualification.    It is duly licensed, qualified and authorized to do business and is in good standing in
each jurisdiction where the ownership, leasing or operation of its property or the conduct of its business requires such license or qualification except for failures to be so qualified which,
individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. 


        (c)    Power and Authority; Due Authorization.    It has (i) all necessary power, authority and legal right to
execute, deliver and perform its obligations under this Guaranty and (ii) duly authorized by all necessary corporate action such execution, delivery and performance of this Guaranty. 


        (d)    Binding Obligations.    This Guaranty constitutes the legal, valid and binding obligation of Guarantor,
enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights
generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. 



        (e)    No Violation.    The execution, delivery and performance of this Guaranty will not (i) conflict with, or result
in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under (A) the certificate of incorporation or by-laws of Guarantor or (B)
any indenture, lease, loan agreement, receivables purchase agreement, mortgage, deed of trust, or other agreement or instrument to which Guarantor is a party or by which it or its property is bound,
(ii) result in or require the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, lease, loan agreement, receivables purchase agreement,
mortgage, deed of trust, or other agreement or instrument or (iii) violate any law or any order, rule, regulation applicable to Guarantor of any court or of any federal, state or foreign regulatory
body, administrative agency or other governmental instrumentality having jurisdiction over Guarantor or any of its properties. 


        (f)    Solvency.    The execution, delivery and performance by the Guarantor of this Guaranty will not render the
Guarantor insolvent, nor is it being made in contemplation of the Guarantor's insolvency; the Guarantor does not, in its reasonable judgment, have an unreasonably small capital for conducting its
business as presently contemplated by it. 




        SECTION
11.    Successors and Assigns; Amendment.    (a) This Guaranty shall be binding upon Guarantor and upon
Guarantor's successors and assigns and all references herein to Guarantor or UCI shall be deemed to include any successor or successors whether immediate or remote, to such Person. Guarantor shall not
assign any of its obligations hereunder without the prior written consent of each Beneficiary. 



        (b)  This
Guaranty shall inure to the benefit of each Beneficiary and respective its successors and assigns and all references herein to Beneficiary shall be deemed to
include any successors and assigns of Beneficiary (whether or not reference in a particular provision is made to such successors and assigns). 



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        (c)  No
amendment or waiver of any provision of this Guaranty, and no consent to any departure by the Guarantor herefrom, shall in any event be effective unless the same
shall be in writing and signed by the Guarantor and each Beneficiary and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 




        SECTION
12.    GOVERNING LAW.    THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. Wherever possible each provision of this
Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision
shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty. 


        SECTION
13.    Consent to Jurisdiction; Waiver of Jury Trial.    Each Beneficiary may enforce any claim arising out of
this Guaranty in any state or federal court having subject matter jurisdiction and located in New York, New York and with respect to any such claim, Guarantor hereby irrevocably submits to the
jurisdiction of such courts. Guarantor irrevocably consents to the service of process out of said courts by mailing a copy thereof, by registered mail, postage prepaid, to Guarantor, and agrees that
such service, to the fullest extent permitted by law, (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall be taken and held
to be valid personal service upon and personal delivery to it. Nothing herein contained shall preclude Beneficiary from bringing an action or proceeding in respect hereof in any other country, state
or place having jurisdiction over such action. Guarantor irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court located in New York, New York and any claim that any such suit,
action or proceeding brought in such court has been brought in an inconvenient forum. GUARANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND
ANY RIGHTS UNDER THIS GUARANTY OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY RELATIONSHIP
EXISTING IN CONNECTION WITH THIS GUARANTY, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. 


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        SECTION
14.    Notices.    All notices, demands or requests given pursuant to this Guaranty shall be in writing, sent
by overnight courier service or by telefax or hand delivery to the following addresses: 



	To Manager:	 	Universal Compression, Inc.

4444 Brittmoore Road

Houston, Texas 77042
	

To Issuer:	
 	

BRL Universal Compression Management 2002, Inc.

2911 Turtle Creek Boulevard, Suite 1240

Dallas, Texas 75219
	

To Lessee:	
 	

UCO Compression 2002 LLC

4444 Brittmoore Road

Houston, Texas 77042
	

To the Indenture Trustee:	
 	

Wells Fargo Bank Minnesota, National Association

Sixth & Marquette Avenue

MAC N9311-161

Minneapolis, MN 55479
	

To any Series Enhancer:	
 	

At the address as set forth in the related Enhancement Agreement.
	

To any Interest Rate Hedge Provider:	
 	

At the address as set forth in the related Interest Rate Swap Agreement.






        Notice
shall be effective and deemed received (a) one (1) day after being delivered to the courier service, if sent by courier, (b) upon receipt of confirmation of transmission, if sent
by telecopy, or (c) when delivered, if delivered by hand. Copies of each such notice shall be sent to the Administrative Agent at Wachovia Securities, Inc., 301 S. College St., TW-10, Charlotte, North
Carolina 28288-0610, Attention: Manoj Kumar. 


        SECTION
15.    Third Party Beneficiary.    In addition to its rights as a Beneficiary hereunder as a secured party
under the Indenture, the Series Enhancer shall be a third party beneficiary of this Guaranty and shall be entitled to directly enforce its rights hereunder as though it were a party hereto. 


[SIGNATURE
PAGE FOLLOWS] 


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        IN
WITNESS WHEREOF, this Guaranty has been executed and delivered by Guarantor's duly authorized officer as of the date first written above. 



	 	 	 	UNIVERSAL COMPRESSION HOLDINGS, INC.
	

 	

 	
 	

By:	

/s/  RICHARD W. FITZGERALD      

	 	 	 	Name: Richard W. FitzGerald
	 	 	 	Title: Senior Vice President
	

Accepted and Agreed:	
 	

 	

 
	

WELLS FARGO BANK MINNESOTA,

NATIONAL ASSOCIATION, as

    Indenture Trustee	
 	

 	

 
	

By:	

/s/  EDNA BARBER      
	
 	

 	

 
	Name: Edna Barber	 	 	 
	Title: Assistant Vice President	 	 	 
	

UCO COMPRESSION 2002 LLC	
 	

 	

 
	

By:	

/s/  RICHARD W. FITZGERALD      
	
 	

 	

 
	Name: Richard W. FitzGerald	 	 	 
	Title: Senior Vice President	 	 	 
	

BRL UNIVERSAL COMPRESSION

FUNDING I 2002, L.P.	
 	

 	

 
	

By:	

BRL UNIVERSAL COMPRESSION

MANAGEMENT 2002, Inc., its

general partner	
 	

 	

 
	

By:	

/s/  GREGORY C. GREENE      
	
 	

 	

 
	Name: Gregory C. Greene	 	 	 
	Title: President	 	 	 











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EXHIBIT 10.4


GUARANTY