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EXHIBIT 10.2    
  


 
 

SECOND AMENDMENT TO
  EQUIPMENT LEASE AGREEMENT    
  


        This SECOND AMENDMENT TO EQUIPMENT LEASE AGREEMENT, dated as of November 20, 2002 (this "Amendment") is between
BRL UNIVERSAL EQUIPMENT 2001 A, L.P., a Delaware limited partnership ("Lessor") and UNIVERSAL COMPRESSION, INC., a Texas corporation
("Lessee"). 


W I T N E S S E T H:


        WHEREAS,
Lessor and Lessee are parties to an Equipment Lease Agreement dated as of February 9, 2001 as amended by the First Amendment to Equipment Lease Agreement dated as of October 15,
2001 between Lessor and Lessee (together with all amendments and supplements thereto, the "Lease Agreement"); and 


        WHEREAS,
the parties hereto desire to amend certain Sections of the Lease Agreement. 



        NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein and in the First Amended and Restated Participation Agreement dated as of October 15, 2001
(the "Participation Agreement") among Lessee, Universal Compression Holdings, Inc., as Guarantor, Lessor, The Bank of New York, not in its
individual capacity but solely as Indenture Trustee for the Tranche A Noteholders ("Indenture Trustee"), the financial institutions that may become
party thereto, as Tranche B Lenders (each a "Tranche B Lender" and collectively "Tranche B
Lenders"), BRL Universal Equipment Management, Inc., as Lessor General Partner, Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company,
"DBTCA") as Administrative Agent for Tranche B Lenders and Indenture Trustee acting on behalf of the Tranche A Noteholders (in such capacity,
"Administrative Agent") and DBTCA as Collateral Agent for Tranche B Lenders and Indenture Trustee acting on behalf of the Tranche A
Noteholders (in such capacity, "Collateral Agent") the parties hereto agree as follows: 



        1.    Definitions.    Unless the context otherwise requires, capitalized terms used herein and not otherwise defined
herein shall have the meanings set forth or referred to in Appendix A to the Participation Agreement, which Appendix A also includes the rules of usage and interpretation applicable hereto. 


        2.    Effectiveness.    This Amendment shall become effective as of the date first written above upon the execution
and delivery hereof by Lessor, Lessee, Indenture Trustee, Majority Tranche B Lenders, Collateral Agent and Administrative Agent. 


        3.    Amendments.    


        Section
20(a) is hereby amended and restated as follows: 



        "Lessee
will cause to be carried and maintained, at its sole expense, with respect to each Item of Equipment at all times during the Term thereof and for the geographic area in which
such Item is at any time located and until such Item of Equipment has been returned to Lessor pursuant to Section 6, the rights and interests therein have been transferred to Lessee pursuant to
Section 28.2 or 28.4 or sold to a third party pursuant to Section 28.3 (i) physical damage insurance (including theft and collision insurance) insuring against risks of physical loss or damage to the
Equipment ("Property Insurance") in an amount no less than the aggregate Acquisition Costs for all Items of Equipment, provided however, such Property
Insurance may have a per occurrence loss limit in an amount no less than $50,000,000 and such other sub-limits for certain perils and insurance customary for Lessee and (ii) liability insurance in the
annual aggregate amount of $50,000,000 with no per occurrence limit against liability for bodily injury, death and property damage resulting from the use and operation of the Equipment (including
sudden and accidental environmental pollution coverage) ("Liability  







 


 Insurance"). In the case of each of the Property Insurance and Liability Insurance, such insurances shall also be of the types and amounts of coverage equal to or greater than
the insurance coverage Lessee carries on any other similar equipment owned, managed or leased by Lessee. Neither the Property Insurance nor the Liability Insurance shall have any deductible in excess
of $250,000 per occurrence. The policies of insurance required under this Section 20 shall be valid and enforceable policies issued by insurers having an A.M. Best Company rating of "A-" or better or
otherwise acceptable to Administrative Agent and shall provide coverage with respect to incidents occurring anywhere in the United States. In the event that any of such Liability Insurance policies
for an Item of Equipment shall now or hereafter provide coverage on a "claims-made" basis, Lessee shall continue to maintain such policies in effect for a period of not less than three (3) years after
the expiration of the Term of the last Item of Equipment financed hereunder." 




        4.    Miscellaneous.    Sections 30, 31 and 33 of the Lease Agreement are incorporated herein by reference mutatis
mutandis. 



2







        IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the date first above written. 



	 	BRL UNIVERSAL EQUIPMENT 2001 A, L.P.,
     as Lessor
	

 	

By BRL Universal Equipment Management, Inc.

Its General Partner

  
	

 	

By	

/s/  GREGORY C. GREENE      
 Name:  Gregory C. Greene

Title:    President
	

 	
UNIVERSAL COMPRESSION, INC.,
     as Lessee

  
	

 	

By	

/s/  RICHARD W. FITZGERALD      
 Name:  Richard W. FitzGerald

Title:    Senior Vice President and Chief Financial Officer
	

Each of the following parties hereby consents to this Amendment:
	

 	
DEUTSCHE BANK TRUST COMPANY AMERICAS
     (formerly known as Bankers Trust Company),

    as Collateral Agent, Administrative Agent

    and Tranche B Lender

    [Percentage of Tranche B Notes:  12.222222%]

  
	

 	

By	

/s/  MARCUS M. TARKINGTON      
 Name:  Marcus M. Tarkington

Title:    Director
	

 	
THE BANK OF NEW YORK,
     not individually but as Indenture Trustee for

    Tranche A Noteholders

  
	

 	

By	

/s/  REMO J. REALE      
 Name:  Remo J. Reale

Title:    Vice President







	

 	
WACHOVIA BANK, NATIONAL ASSOCIATION
     (formerly known as First Union National Bank)

    as Tranche B Lender

    [Percentage of Tranche B Notes:  13.812457%]

  
	

 	

By	

/s/  DAVID E. HUMPHREYS      
 Name:  David E. Humphreys

Title:    Vice President
	

 	
BANK ONE, NA
     (Main Office Chicago)

    as Tranche B Lender

    [Percentage of Tranche B Notes:  10.845692%]

  
	

 	

By	

/s/  DIANNE L. RUSSELL      
 Name:  Dianne L. Russell

Title:    Director
	

 	
THE BANK OF NOVA SCOTIA,
     as Tranche B Lender

    [Percentage of Tranche B Notes:  7.195224%]

  
	

 	

By	

/s/  N. BELL      
 Name:  N. Bell

Title:    Senior Manager
	

 	
CITADEL HILL 2000 LTD.,
     as Tranche B Lender

    [Percentage of Tranche B Notes:  6.084113%]

  
	

 	

By	

    
 Name:

Title:    
	

 	
NATEXIS BANQUES POPULAIRES,
     as Tranche B Lender

    [Percentage of Tranche B Notes:  9.734581%]

  
	

 	

By	

/s/  TIMOTHY L. POLVADO      
 Name:  Timothy L. Polvado

Title:    Vice President and Group Manager

  
	

 	

By	

/s/  RENAUD J. D'HERBES      
 Name:  Renaud J. d'Herbers

Title:    Senior Vice President and Regional Manager







	

 	
LANDMARK CDO LIMITED,
     as Tranche B Lender

    [Percentage of Tranche B Notes:  6.084113%]

  
	

 	

By	

/s/  GIL MARCHAND      
 Name:  Gilles Marchand

Title:    Authorized Signatory
	

 	
LANDMARK II CDO,
     as Tranche B Lender

    [Percentage of Tranche B Notes:  3.650468%]

  
	

 	

By	

/s/  GIL MARCHAND      
 Name:  Gilles Marchand

Title:    Authorized Signatory
	

 	
CSAM FUNDING I,
     as Tranche B Lender

    [Percentage of Tranche B Notes:  8.468325%]

  
	

 	

By	

    
 Name:

Title:    
	

 	
FIRST DOMINION FUNDING I,
     as Tranche B Lender

    [Percentage of Tranche B Notes:  10.951403%]

  
	

 	

By	

    
 Name:

Title:    
	

 	
FIRST DOMINION FUNDING II,
     as Tranche B Lender

    [Percentage of Tranche B Notes:  7.300935%]

  
	

 	

By	

    
 Name:

Title:    
	

 	
MERRILL LYNCH LONGHORN CDO II,
     as Tranche B Lender

    [Percentage of Tranche B Notes:  3.650468%]

  
	

 	

By	

    
 Name:

Title:    











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EXHIBIT 10.2


SECOND AMENDMENT TO EQUIPMENT LEASE AGREEMENT