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EXHIBIT 10.11  


 
 

AMENDMENT NUMBER 4
  TO THE MASTER EQUIPMENT LEASE AGREEMENT    
  



        THIS AMENDMENT NUMBER 4, dated as of May 31, 2002 (the "Amendment") to the Master Equipment Lease Agreement, dated as of February 9, 2001 (as
amended or supplemented from time to time as permitted thereby, the "Head Lease"), by and between BRL Universal Compression Funding I, L.P. (the "Head Lessor") and UCO Compression LLC (the "Head
Lessee"). 


W I T N E S S E T H: 


        WHEREAS,
the Head Lessor and the Head Lessee have previously entered into the Head Lease, Amendment Number 1 thereto, dated as of February 8, 2002, Amendment Number 2 thereto,
dated as of March 29, 2002, and Amendment Number 3 thereto, dated as of April 1, 2002; 


        WHEREAS,
the parties desire to further amend the Head Lease in order to modify certain provisions of the Head Lease; 


        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 Head Lease. 


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



	(a)
	The
definition of "Annual Appraisal Date" in Section 1 of the Head Lease is hereby amended to read in its entirety as follows: 




        Annual
Appraisal Date: Initially, the earlier to occur of (a) the date of issuance of the Issuer's "Series 2002-1 Notes" and (b) July 31, 2002 (or
if such day is not a Business Day, the next succeeding Business Day), and, thereafter, each anniversary (or if such day is not a Business Day, the next succeeding Business Day) of the occurrence of
such earlier date. 



	(b)
	The
second sentence of subsection (a) of Section 14 of the Head Lease is hereby amended to read in its entirety as follows: 




        Property
Insurance shall not have deductibles in excess of $250,000 per occurrence; provided that, on and after the earlier to occur of
(a) the date of issuance of the Issuer's "Series 2002-1 Notes" and (b) July 31, 2002 (or if such day is not a Business Day, the next succeeding Business Day),
the Property Insurance shall not have deductibles in excess of (x) $250,000 per occurrence and (y) $2,000,000 annually, in the aggregate; and provided further
that, at all times, the Liability Insurance shall not have deductibles in excess of $250,000 per occurrence. 





        SECTION
4. Effectiveness of Amendment.



	(a)
	This
Amendment shall become effective as of the date first written above.



	(b)
	This
Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 






 



	(c)
	On
and after the execution and delivery hereof, (i) this Amendment shall be a part of the Head Lease, and (ii) each reference in the Head Lease to "this Head Lease" or
"hereof", "hereunder" or words of like import, and each reference in any other document to the Head Lease shall mean and be a reference to the Head Lease as amended or modified hereby. 




        SECTION
5. 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
6. 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.


[Signature
page follows.] 


2





 

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



	 	 	BRL UNIVERSAL COMPRESSION

FUNDING I, L.P., as Head Lessor
	

 	
 	

By:	
 	

BRL Universal Compression Management, Inc.
	

 	
 	

 	
 	

By:	
 	

/s/  GREGORY C. GREENE      

	 	 	 	 	Name:	 	Gregory C. Greene

	 	 	 	 	Title:	 	President

	

 	
 	

UCO COMPRESSION LLC, as Head Lessee
	

 	
 	

By:	
 	

/s/  RICHARD W. FITZGERALD      

	 	 	Name:	 	Richard W. FitzGerald

	 	 	Title:	 	Senior Vice President and Chief Financial Officer





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AMENDMENT NUMBER 4 TO THE MASTER EQUIPMENT LEASE AGREEMENT