**EXHIBIT 10.2****AMENDMENTNUMBER 2 TO MANAGEMENT AGREEMENT**     THIS AMENDMENT NUMBER 2 TO MANAGEMENT AGREEMENT (this “**Amendment**”), dated as of June29, 2007 (the “**Effective Date**”) amends that certain Management Agreement, dated as ofOctober 28, 2005 as amended by that certain Amendment Number 1 to Management Agreement dated as ofJuly 31, 2006 (as amended, modified or supplemented from time to time as permitted thereby, the“**Agreement**”) by and between UCO Compression 2005 LLC (the “**Issuer**”) and UniversalCompression, Inc., as manager (the “**Manager**”).W I T N E S S E T H:     WHEREAS, the Issuer and the Manager have previously entered into the Agreement;     WHEREAS, the parties desire to amend the Agreement in order to modify certain provisions ofthe Agreement;     NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, theparties hereto agree as follows:SECTION 1.      Defined Terms. Capitalized terms used in this Amendment and not otherwisedefined herein shall have the meanings assigned in the Agreement.SECTION 2.      Full Force and Effect. Other than as specifically modified hereby, theAgreement shall remain in full force and effect in accordance with the terms and provisions thereofand is hereby ratified and confirmed by the parties hereto.SECTION 3.      Amendments to the Agreement. Pursuant to Section 20.8 of the Agreement, as ofthe Effective Date, the following amendments are being made to the Agreement:     (a)      Section 2.3 of the Agreement is hereby deleted in its entirety and the following shall besubstituted in place thereof:“Section 2.3      Conflicts of Interest. Except as otherwise permitted, theManager shall perform its duties and obligations under this Agreement on a fair andequitable basis. Without prejudice to the generality of the foregoing, the Managerwill not discriminate between the Owner Compressors and any Other UCI Compressor(or, in the case of any Manager other than UCI or a Universal Affiliate, Compressorsor any other equipment of a type similar to the Owner Compressors that is owned,managed or for which contract compression services are provided by such Manager forits own account) on any basis which could reasonably be considered discriminatory oradverse; *provided, however,*notwithstanding the foregoing to the contrary, theManager’s management of the Compressors owned or leased by UPL and its Subsidiariesthat are subject to service contracts with Persons that are not Users of OwnerCompressors shall be excluded from the application of this covenant for all purposesfor a period of thirty (30) months commencing on November 1, 2006.”
 

 
     (b) The last sentence of Section 5.2(a) of the Agreement is hereby deleted in its entirety andthe following shall be substituted in place thereof:“Notwithstanding the foregoing to the contrary, the Manager’s management of theCompressors owned or leased by UPL and its Subsidiaries shall be excluded from theapplication of this covenant for all purposes for a period of thirty (30) monthscommencing on November 1, 2006.”SECTION 4.      Miscellaneous Provisions.     (a)      Upon the delivery to the Control Party of (x) duly executed counterparts hereof executedby each of the Issuer and the Manager and (y) a duly executed consent to this Amendment executed bythe Requisite Global Majority, which consent shall be evidenced by the Requisite Global Majority’ssignature appended hereto in the space provided below, this Amendment shall become effective as ofthe Effective Date.     (b)      This Amendment shall be binding upon and inure to the benefit of the parties hereto andtheir respective successors and assigns.     (c)      On and after the execution and delivery hereof, (i) this Amendment shall be a part of theAgreement, and (ii) each reference in the Agreement to “this Agreement” or “hereof”, “hereunder” orwords of like import, and each reference in any other document to the Agreement shall mean and be areference to the Agreement as amended or modified hereby.SECTION 5.      Execution in Counterparts. This Amendment may be executed by the parties heretoin separate counterparts, each of which shall be deemed to be an original and all of which shallconstitute together but one and the same agreement.SECTION 6.      Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OFTHE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES, PROVIDED THAT SECTIONS 5-1401AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY, AND THE OBLIGATIONS, RIGHTS ANDREMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OFNEW YORK.**[****REMAINDER OF PAGE INTENTIONALLY LEFT BLANK —**