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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, 



	(a)
	The
second sentence of Section 5.7 of the Management Agreement 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 annnually, in the aggregate; and provided further
that, at all times, the Liability Insurance shall not have deductibles in excess of $250,000 per occurrence. 







 



	(b)
	Section 8.1(a)
of the Management Agreement is hereby amended in its entirety to read as follows: 





        On
each Determination Date, the Manager may (in its sole discretion) advance funds (each, a "Manager Advance") and remit to the Head Lessee Collection Account, in such manner as will
ensure immediately available funds will be on account thereof by 11:00 a.m. New York time on the second Business Day prior to the next succeeding Payment Date, an amount equal to all or any
portion of rental payments due on User Leases with respect to the Owner Compressors during the preceding Collection Period for which the related Users have not remitted such payment on or prior to
such Determination Date; provided, however, that the aggregate amount of all such Manager Advances outstanding at any point in time may not exceed an
amount equal to the product of (x) two percent (2%) and (y) the then Aggregate Appraisal Value. Nothwithstanding the foregoing, the Manager may make a Manager Advance only to the extent
necessary to pay all items in Section 302(c) of the Indenture with a priority in payment prior to Section 302(c)(17) of the Indenture. The Manager will be reimbursed for Manager Advances
in accordance with the terms of Section 7.2(b) of the Head Lessee Security Agreement. Notwithstanding the foregoing, the Manager will not be obligated to make a Manager Advance with respect to
(i) any defaulted User Lease, or (ii) any User Lease if the Manager, in its reasonable good faith judgment, believes that such Manager Advance would not be recoverable from corresponding
remittance from the User on the related User Lease. 



	(c)
	Section 9.11
of the Management Agreement is hereby amended to read in its entirety as follows: 





        New Master Lease Agreement with Users. With respect to each Owner Compressor, the Manager shall, within the timeframe set forth below,
cause each related User to execute a revised master lease agreement, substantially in the form of Exhibit F hereto. The Manager shall be deemed to be in compliance with this Section if Users
representing one hundred percent (100%) of the Aggregate Appraised Value have executed such revised master lease agreement by 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). 



	(d)
	Section 9.12
of the Management Agreement is hereby amended in its entirety to read as follows: 





        Appraisals. By 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 Manager shall (at its own expense) furnish (or cause to be furnished) to the Owner and to
each Entitled Party two (2) Appraisals setting forth the Appraised Value of each Lease Pool as of the date of such Appraisal. Upon delivery of such Appraisals, the Appraised Value of each
Compressor shall be adjusted in accordance with the provisions set forth in the definition of the term "Appraised Value." 




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        Thereafter,
on the anniversary (or if such day is not a Business Day, the next succeeding Business Day) of 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 Manager shall (at its own expense) furnish
(or cause to be furnished) to the Owner and to each Entitled Party three (3) Appraisals setting forth the Appraised Value of each Lease Pool as of the date of such Appraisal. 





        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.



	(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 Management Agreement, and (ii) each reference in the Management Agreement to
"this Agreement" or "hereof", "hereunder" or words of like import, and each reference in any other document to the Management Agreement shall mean and be a reference to the Management Agreement as
amended or modified hereby. 




        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:	
 	

/s/  RICHARD W. FITZGERALD      

	 	 	Name:	 	Richard W. FitzGerald

	 	 	Title:	 	Sr. Vice President and Chief Financial Officer

	

 	
 	

UCO COMPRESSION LLC
	

 	
 	

By:	
 	

/s/  RICHARD W. FITZGERALD      

	 	 	Name:	 	Richard W. FitzGerald

	 	 	Title:	 	Sr. Vice President and Chief Financial Officer

	

 	
 	

BRL UNIVERSAL COMPRESSION

        FUNDING I, L.P.
	

 	
 	

By:	
 	

BRL Universal Compression Management, Inc., its General Partner
	

 	
 	

 	
 	

By:	
 	

/s/  GREGORY C. GREENE      

	 	 	 	 	Name:	 	Gregory C. Greene

	 	 	 	 	Title:	 	President






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:	
 	

/s/  DOUGLAS R. WILSON, SR.      

	Name:	 	Douglas R. Wilson, Sr.

	Title:	 	Vice President





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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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AMENDMENT NUMBER 7 TO THE MANAGEMENT AGREEMENT