Exhibit 10.13

Supplement

to Collateral Agreement

SUPPLEMENT, dated as of February 15, 2005, made by Universal Compression Holdings, Inc., a Delaware corporation (the
"Grantor"), in favor of Wachovia Bank, National Association as administrative agent (in such capacity, the "Administrative
Agent") for the financial institutions (the "Lenders") parties to the Credit Agreement referred to below. All capitalized terms
not defined herein shall have the meaning ascribed to them in such Credit Agreement.

W
I T N E S S E T H:

WHEREAS,
Universal Compression Inc., a Texas corporation ("UCI"), Universal Compression Holdings, Inc., a Delaware
corporation ("Holdings", and together with UCI, the "US Borrowers"), UC Canadian Partnership Holdings
Company (the "Canadian Borrower", and together with the US Borrowers, the "Borrowers"), the
Administrative Agent, the other Agents party thereto, and the Lenders have entered into a Senior Secured Credit Agreement, dated as of January 14, 2005 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement");

WHEREAS,
in connection with the Credit Agreement, the Grantor has entered into the Collateral Agreement, dated as of January 14, 2005 (as amended, supplemented or otherwise
modified from time to time, the "Collateral Agreement") in favor of the Administrative Agent for the benefit of the Secured Creditors;

WHEREAS,
the Credit Agreement requires the Grantor to pledge the capital stock described hereto onSchedule 2-S; and

WHEREAS,
the Grantor has agreed to execute and deliver this Supplement in order to pledge such capital stock;

NOW,
THEREFORE, IT IS AGREED:

1.Collateral Agreement.By executing and delivering this Supplement, the Grantor, as provided in Section 8.11of the
Collateral Agreement, hereby pledges and grants a security interest in (a) the capital stock and certificated
membership interests described or referred to inSchedule 2-Sand (b) (i) the certificates or instruments, if any,
representing such capital stock and interests, (ii) all dividends (cash, capital stock or otherwise), cash, instruments, rights to subscribe, purchase or sell and all other rights and Property
from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such securities and interests, (iii) all replacements, additions to and
substitutions for any of the Property referred to in this definition, including, without limitation, claims against third parties, (iv) the proceeds, interest, profits and other income of or on
any of the Property referred to in this definition, (v) all security entitlements in respect of any of the foregoing, if any, (vi) all books and records relating to any of the Property
referred to in this definition and (vii) all proceeds of any of the foregoing (collectively, the "Collateral"). Upon execution of this
Supplement, such securities will constitute "Pledged Securities" for purposes of the Collateral Agreement with the same force and effect as if originally listed on Schedule 2 thereto. The
information set forth inSchedule 2-Shereto is hereby added to the information set forth in Schedule 2 to the Collateral
Agreement. The Grantor hereby represents and warrants that each of the representations and warranties contained in Article III of the Collateral Agreement is true and correct on and as the date
hereof (after giving effect to this Supplement) as if made on and as of such date.

2.Governing Law.This Supplement shall be governed by, and construed in accordance with, the laws of the State
of Texas.



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IN WITNESS WHEREOF, the undersigned has caused this Supplement to be duly executed and delivered as of the date first above written.

| |  | UNIVERSAL COMPRESSION HOLDINGS, INC.
| |  | ------------------------------------
| |  | By:                                 
| |  | Name:                               
| |  | Title:                              
| |  |                                     
| |  |                                     
| |  |                                     

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Schedule 2-SDESCRIPTION OF PLEDGED SECURITIES

|Owner                                 |  | Issuer                      |  | Percentage
Owned |   | Percentage
Pledged |   | Type of
Interest |  | No. of
Shares |  | Certificate
No.
|------------------------------------- |  | --------------------------- |  | ---------------- | - | ------------------ | - | ---------------- |  | ------------- |  | ---------------
|Universal Compression, Holdings, Inc. |  | Universal Compression, Inc. |  | 100              | % | 100                | % | capital
stock    |  | 4,910         |  | 1              

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