EXHIBIT 4.12

AMENDMENT NUMBER 2  TO THE INDENTURE

THIS AMENDMENT NUMBER 2, dated as of February 8, 2002 (the "Amendment") to the Indenture, dated as of February 9, 2001 (as amended or supplemented
from time to time as permitted thereby, the "Indenture"), by and between BRL Universal Compression Funding I, L.P. (the "Issuer") and Wells Fargo Bank Minnesota, N.A. (f/k/a Wells Fargo Bank
Minnesota, National Association), as indenture trustee (the "Indenture Trustee").

W I T N E S S E T H:

WHEREAS,
the Issuer and the Indenture Trustee have previously entered into the Indenture;

WHEREAS,
the parties desire to amend the Indenture in order to modify certain provisions of the Indenture;

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 Indenture.

SECTION
2.Full Force and Effect.Other than as specifically modified hereby, the Indenture 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 Indenture.Pursuant to Section 1002 of the Indenture, effective on February 8, 2002, following
the execution and delivery hereof.





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SECTION
4.Covenants.Each of the Issuer and the Indenture Trustee hereby confirms that each of the covenants, representations and
warranties set forth in Article VI and Section 911, as applicable, of the Indenture 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.



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;PROVIDEDTHAT 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
pages follow.]

2

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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.                             
| |  | ----------------------------------------------------------------------
| |  | By:                                                                   
| |  |                                                                       
| |  |                                                                       
| |  |                                                                       
| |  | WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as indenture trustee
| |  | By:                                                                   
| |  | Name:                                                                 
| |  | Title:                                                                

The
undersigned hereby consent to the
amendment to the Indenture:

VARIABLE
FUNDING CAPITAL
CORPORATION, as Holder and Requisite
Global Majority

|By:    |  | First Union Securities, Inc., acting under the trade name Wachovia
Securities, as attorney-in-fact
|------ |  | --------------------------------------------------------------------------------------------------
|By:    |  | /s/FRANK E. WEISE                                                                                 
|Name:  |  | Frank E. Weise                                                                                    
|Title: |  | Vice President                                                                                    

3

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|FIRST UNION SECURITIES, INC.,
acting under the trade name Wachovia Securities |  |                         
|----------------------------------------------------------------------------- |  | ------------------------
|By:                                                                           |  | /s/ROBERT A. CHRISTENSEN
|Name:                                                                         |  | Robert A. Christensen   
|Title:                                                                        |  | Vice President          
|FIRST UNION NATIONAL BANK                                                     |  |                         
|By:                                                                           |  | /s/JANE W. WORKMAN      
|Name:                                                                         |  | Jane W. Workman         
|Title:                                                                        |  | Senior Vice President   

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