EXHIBIT 10.23

THIRD AMENDMENT AND SUPPLEMENT  TO SENIOR SECURED REVOLVING CREDIT AGREEMENT

THIS THIRD AMENDMENT AND SUPPLEMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT (this "Third Amendment") is made
and entered into as of the 13th day of February, 2004 (the "Effective Date"), among UNIVERSAL COMPRESSION, INC., a Texas
corporation ("Borrower"); WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank), 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 (as heretofore
amended, modified or restated, 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.    The
Borrower, the Lenders and the Administrative Agent mutually desire to further amend the Credit Agreement to permit Letters of Credit (as such term is defined in the
Credit Agreement) to expire after the Revolving Credit Termination Date (as such term is defined in the Credit Agreement).

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.



2.Amendments to Credit Agreement.



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3.Conditions Precedent. In addition to all other applicable conditions precedent contained in the Credit Agreement, this
Third Amendment shall become effective as of the Effective Date when the Administrative Agent shall have received the following:



4.Default. Any default under this Third 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:



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 Third 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, the terms "Agreement", "hereof", "herein", "hereunder", and terms of like
import when used in the Credit Agreement shall, except where the

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context
otherwise requires, refer to the Credit Agreement, as amended and supplemented by this Third Amendment.

THIS THIRD 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
Third 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 Effective Date.

| |  | BORROWER:                                                                                                                  
| |  | ---------------------------------------------------------------------------------------------------------------------------
| |  | UNIVERSAL COMPRESSION, INC.                                                                                                
| |  | By:                                                                                                                        
| |  | Name:                                                                                                                      
| |  | Title:                                                                                                                     
| |  | LENDERS AND AGENTS:                                                                                                        
| |  | WACHOVIA BANK, NATIONAL ASSOCIATION
(formerly known as 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:                                                                                                                     
| |  | THE ROYAL BANK OF SCOTLAND plc                                                                                             
| |  | By:                                                                                                                        
| |  | Name:                                                                                                                      
| |  | Title:                                                                                                                     
| |  | THE BANK OF NOVA SCOTIA                                                                                                    
| |  | By:                                                                                                                        
| |  | Name:                                                                                                                      
| |  | Title:                                                                                                                     

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| |  | DEUTSCHE BANK TRUST COMPANY AMERICAS                                   
| |  | -----------------------------------------------------------------------
| |  | By:                                                                    
| |  | Name:                                                                  
| |  | Title:                                                                 
| |  | UNION BANK OF CALIFORNIA, N.A.,
Individually and as Documentation Agent
| |  | By:                                                                    
| |  | Name:                                                                  
| |  | Title:                                                                 

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