Exhibit 10.2


AMENDMENT NUMBER 1 TO MANAGEMENT AGREEMENT


THIS AMENDMENT NUMBER 1 TO MANAGEMENT
AGREEMENT (this “Amendment”),
dated as of July 31, 2006 (the “Effective Date”)
amends that certain Management Agreement, dated as of October 28, 2005 (as
amended, modified or supplemented from time to time as permitted thereby, the “Agreement”) by and between UCO
Compression 2005 LLC (the “Issuer”)
and Universal Compression, 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 of the 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 Agreement.


SECTION 2.           Full Force and Effect.  Other than as specifically modified hereby,
the 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.           Amendments to the Agreement.  Pursuant to Section 20.8 of the Agreement, as
of the 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
be substituted in place thereof:


“Section 2.3           Conflicts of Interest.  Except as otherwise permitted, the Manager
shall perform its duties and obligations under this Agreement on a fair and
equitable basis.  Without prejudice to
the generality of the foregoing, the Manager will 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, Compressors or 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 for its own account)
on any basis which could reasonably be considered discriminatory or adverse; provided, however, notwithstanding the foregoing to the
contrary, the Manager’s management of the Compressors owned by UPL and its
Subsidiaries that are subject to service contracts with Persons that are not
Users of Owner Compressors shall be excluded from the application of this
covenant for all purposes for a period of thirty (30) months commencing on
November 1, 2006.


(b)           Section
5.2(a) of the Agreement is hereby amended by adding the following after the
last sentence:


“Notwithstanding the
foregoing to the contrary, the Manager’s management of the Compressors owned by
UPL and its subsidiaries shall be excluded from the application









 



of this covenant for all
purposes for a period of thirty (30) months commencing on November 1,
2006.


SECTION 4.           Miscellaneous Provisions.


(a)           Upon
the delivery to the Control Party of (x) duly executed counterparts hereof
executed by each of the Issuer and the Manager and (y) a duly executed consent
to this Amendment executed by the Requisite Global Majority, which consent
shall be evidenced by the Requisite Global Majority’s signature appended hereto
in the space provided below, this Amendment shall become effective as of the Effective
Date.


(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 Agreement, and (ii) each reference in the Agreement to “this Agreement”
or “hereof”, “hereunder” or words of like import, and each reference in any
other document to the Agreement shall mean and be a reference to the Agreement
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.


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


	
   

  	
   

  	
  ISSUER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UCO COMPRESSION 2005 LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ J. Michael Anderson

  
	
   

  	
   

  	
   

  	
  J. Michael Anderson,
  Senior Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MANAGER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UNIVERSAL COMPRESSION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ J. Michael Anderson

  
	
   

  	
   

  	
   

  	
  J. Michael Anderson,
  Senior Vice President and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
					



 


In accordance with Section 20.8
of the Agreement, the undersigned hereby consents to this Amendment:


	
  REQUISITE GLOBAL MAJORITY:

  
	
   

  
	
  AMBAC ASSURANCE CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  	
  /s/ Harris C. Mehos

  	
   

  
	
  Name:

  	
   

  	
  Harris C. Mehos

  	
   

  
	
  Title:

  	
   

  	
  Managing Director

  	
   

  



 


In accordance with Section 608(a)(ii) of the Indenture, the undersigned
hereby consents to this Amendment:


	
  INDENTURE TRUSTEE

  
	
   

  
	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Jason VanVleet

  	
   

  
	
   

  	
   

  	
  Jason VanVleet,
  Assistant Vice President