EXHIBIT 10.13

FIRST AMENDMENT AND SUPPLEMENT  TO SENIOR SECURED REVOLVING CREDIT AGREEMENT

THIS FIRST AMENDMENT AND SUPPLEMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT (this "First Amendment") is made
and entered into as of the 15th day of October, 2001 (the "Effective Date"), among UNIVERSAL COMPRESSION, INC., a Texas corporation
("Borrower"); FIRST UNION NATIONAL BANK ("First Union"), as administrative agent (in such capacity, the
"Administrative Agent") for each of the lenders (the "Lenders") that is a signatory or which becomes a
signatory to the hereinafter defined Credit Agreement; and the Lenders.

R E C I T A L S:

A.    On
February 9, 2001, the Borrower, the Lenders and the Administrative Agent entered into a certain Senior Secured Revolving Credit Agreement (the
"Credit Agreement") whereby, upon the terms and conditions therein stated, the Lenders agreed to make certain Loans (as such term is defined in the
Credit Agreement) and extend certain credit to the Borrower.

B.    Pursuant
to Section 2.03(d) of the Credit Agreement, the Borrower has added Union Bank of California, N.A. ("Union
Bank") as a Lender under the Credit Agreement, thereby increasing the Aggregate Commitments (as defined in the Credit Agreement) of the Lenders by $15,000,000, bringing the
Aggregate Maximum Revolving Credit Amounts (as defined in the Credit Agreement) of the Lenders to $125,000,000.

C.    First
Union has agreed to sell, assign and transfer to Union Bank, and Union Bank has agreed to purchase and assume from First Union, a $10,000,000 portion of First
Union's Maximum Revolving Credit Amount (as defined in the Credit Agreement).

D.    In
view of the foregoing, the Borrower, the Lenders and the Administrative Agent mutually desire to amend certain aspects of the Credit Agreement to, among other things,
(i) reflect the addition of Union Bank as a Lender under the Credit Agreement, (ii) adjust the Aggregate Maximum Credit Amounts and (iii) to amend Section 9.14 of the
Credit Agreement to more accurately reflect the agreement of the parties regarding the sale of properties.

NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Borrower, the Lenders and the Administrative Agent hereby agree that the Credit Agreement
shall be amended as follows:

1.    Certain
Definitions.

1.1Terms Defined Above.As used in this First Amendment, the terms "Administrative Agent", "Borrower", "Credit Agreement",
"Effective Date", "First Amendment", "First Union" and "Union Bank" shall have the meanings indicated above.

1.2Terms Defined in Credit Agreement.Unless otherwise defined herein, all terms beginning with a capital letter which are
defined in the Credit Agreement shall have the same meanings herein as therein unless the context hereof otherwise requires.

2.    Amendments
to Credit Agreement.

2.1Defined Terms.The following terms defined in Section 1.02 of the Credit Agreement are hereby amended as follows:



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2.2Additional Defined Terms.Section 1.02 of the Credit Agreement is hereby further amended and supplemented by
adding the following new definition, which reads in its entirety as follows:



2.3Sale of Properties.Section 9.14 of the Credit Agreement is hereby amended in its entirety to read as follows:



2.4Annex I.Annex I attached to the Credit Agreement is hereby amended in its entirety to read as Annex I attached to this
First Amendment. From and after the Effective Date, all references in the Credit Agreement to Annex I shall be references to Annex I attached to this First Amendment.

3.Conditions Precedent.In addition to all other applicable conditions precedent contained in the Credit Agreement, the
obligation of the Lenders and the Administrative Agent to enter into this First Amendment shall be conditioned upon the following conditions precedent:



4.Default.Any default under this First Amendment shall constitute a default under the Credit Agreement.

5.Representations and Warranties.The Borrower represents and warrants to the Lenders and the Administrative Agent that:



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6.Extent of Amendments.Except as expressly herein set forth, all of the terms, conditions, defined terms, covenants,
representations, warranties and all other provisions of the Credit Agreement are herein ratified and confirmed and shall remain in full force and effect.

7.Counterparts.This First Amendment may be executed in two or more counterparts, and it shall not be necessary that the
signatures of all parties hereto be contained on any one counterpart hereof; each counterpart shall be deemed an original, but all of which together shall constitute one and same instrument.

8.References.On and after the Effective Date hereof, the terms "Agreement", "hereof", "herein", "hereunder", and terms of
like import when used in the Credit Agreement shall, except where the context otherwise requires, refer to the Credit Agreement, as amended and supplemented by this First Amendment.

THIS FIRST AMENDMENT, THE CREDIT AGREEMENT, AS AMENDED HEREBY, THE NOTES AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

This First Amendment shall benefit and bind the parties hereto, as well as their respective assigns, successors, heirs and legal representatives.

[SIGNATURES
ON THE FOLLOWING PAGE]

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EXECUTED
as of the date first above written.

| |  | BORROWER:                                                                
| |  | -------------------------------------------------------------------------
| |  | UNIVERSAL COMPRESSION, INC.                                              
| |  | By:                                                                      
| |  | Name:                                                                    
| |  | Title:                                                                   
| |  | LENDERS AND AGENTS:                                                      
| |  | FIRST UNION NATIONAL BANK,
Individually and as Administrative Agent      
| |  | By:                                                                      
| |  | Name:                                                                    
| |  | Title:                                                                   
| |  | BANK ONE, NA (Main Office Chicago),
Individually and as Syndication Agent
| |  | By:                                                                      
| |  | Name:                                                                    
| |  | Title:                                                                   
| |  | NATIONAL WESTMINSTER BANK PLC                                            
| |  | By:                                                                      
| |  |                                                                          
| |  |                                                                          
| |  |                                                                          
| |  | By:                                                                      
| |  |                                                                          
| |  |                                                                          
| |  |                                                                          

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| |  | THE BANK OF NOVA SCOTIA                                                                                    
| |  | -----------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                        
| |  | Name:                                                                                                      
| |  | Title:                                                                                                     
| |  | BANKERS TRUST COMPANY                                                                                      
| |  | By:                                                                                                        
| |  | Name:                                                                                                      
| |  | Title:                                                                                                     
| |  | UNION BANK OF CALIFORNIA, N.A.,
Individually and as Documentation Agent                                    
| |  | By:                                                                                                        
| |  | Name:                                                                                                      
| |  | Title:                                                                                                     
| |  | Lending Office for Base Rate Loans
and LIBOR Loans:                                                        
| |  | 500 North Akard Street
Suite 4200
Dallas, Texas 75201
Telecopier No.: (214) 922-4209                       
| |  | Address for Notices:                                                                                       
| |  | 500 North Akard Street
Suite 4200
Dallas, Texas 75201
Telecopier No.: (214) 922-4209                       
| |  | With copy to:                                                                                              
| |  | 500 North Akard Street
Suite 4200
Dallas, Texas 75201
Attention: Hannah Payne
Telecopier No. (214) 922-4209

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ANNEX IMAXIMUM REVOLVING CREDIT AMOUNTS  AND PERCENTAGE SHARE

|Name of Lender                 |  | Maximum
Revolving
Credit Amount |             | Percentage Share
|------------------------------ |  | ------------------------------- | ----------- | ----------------
|First Union National Bank      |  | $                               | 35,000,000  |                 
|Union Bank of California, N.A. |  | $                               | 25,000,000  |                 
|Bank One, N.A. Chicago         |  | $                               | 20,000,000  |                 
|National Westminster Bank PLC  |  | $                               | 20,000,000  |                 
|The Bank of Nova Scotia        |  | $                               | 15,000,000  |                 
|Bankers Trust Company          |  | $                               | 10,000,000  |                 
|                               |  |                                 |             |                 
|                               |  | $                               | 125,000,000 |                 

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