EXHIBIT 4.1





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                      BRL UNIVERSAL EQUIPMENT 2001 A, L.P.
                          BRL UNIVERSAL EQUIPMENT CORP.

                                   as Issuers

                                       and

                              THE BANK OF NEW YORK,

                                   as Trustee


                          FIRST SUPPLEMENTAL INDENTURE

                         Dated as of September 11, 2001


                      8 7/8% Senior Secured Notes due 2008

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     This  First  Supplemental  Indenture,  dated as of September 11, 2001 (this
"First  Supplemental  Indenture"),  is  made and entered into by and between BRL
Universal  Equipment  2001  A, L.P. ("BRL"), BRL Universal Equipment Corp. ("BRL
Corp."  and  together  with  BRL,  the  "Issuers")  and The Bank of New York, as
trustee  (the  "Trustee"),  under  an  Indenture  dated  as of February 9, 2001,
between  the  Issuers,  as  issuers,  and the Trustee, as trustee (the "Original
Indenture").  All  capitalized  terms  used in this First Supplemental Indenture
that  are  defined  in  the  Original Indenture, either directly or by reference
therein,  have  the meanings assigned to them therein, except to the extent such
terms  are  defined  in this First Supplemental Indenture or the context clearly
requires  otherwise.

     Whereas,  Section  8.01 of the Original Indenture provides that the Issuers
and the Trustee may amend, waive or supplement the Original Indenture to, (i) to
cure  any  ambiguity,  defect or inconsistency , provided that the same does not
adversely  affect  the  rights  of  any  Holder in any material respect; (ii) to
provide  for  uncertificated  Notes  in addition to certificated Notes; (iii) to
comply  with  any  requirements of the Commission in order to effect or maintain
the  qualification  of the Original Indenture under the TIA; or (iv) to make any
change  that  would  provide  any additional benefit or rights to the Holders or
that does not adversely affect the rights of any Holder in any material respect,
without  notice to or the consent of any Holder, upon the request of each Issuer
accompanied  by a Board Resolution of each Issuer and the documents set forth in
Section  8.06  of  the  Original  Indenture;

     Whereas,  the  Board  of  Directors of the Issuers have adopted resolutions
authorizing  and  approving  the  amendment  of  Section  1.01  of  the Original
Indenture  for  the purpose of (i) curing any ambiguity, defect or inconsistency
that  does not adversely affect the rights of any Holder in any material respect
and  (ii)  to make changes that do not adversely affect the rights of any Holder
in  any  material  respect,  as  more  particularly  described  in  this  First
Supplemental  Indenture,  and  the  Issuers  and  the  Trustee are executing and
delivering  this  First  Supplemental  Indenture  to provide for such amendment;

     Whereas,  the  Trustee  has  received  the items listed in Section 8.06 and
Section  10.04  of  the  Original  Indenture;

     Whereas, the Issuers have determined that the amendments described below do
not  adversely  affect  the  interests  of  the Holders in any material respect;

     Now,  Therefore,  for  good  and  valuable  consideration,  the receipt and
sufficiency  of  which  are  hereby  acknowledged,  the  parties  to  this First
Supplemental  Indenture  hereby  agree  as  follows:

                                    ARTICLE I

                        AMENDMENTS TO ORIGINAL INDENTURE

     Section  1.01     Amendments to Section 1.01.  Section 1.01 of the Original
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Indenture  is  hereby  amended  as  follows:

     (a)  The definition of "Initial Notes" is hereby amended in its entirety to
read  as  follows:

          "'Initial  Notes'  means any (i) Notes issued under this Indenture for
     so  long  as  such securities constitute Restricted Securities and (ii) any
     Notes  issued  under  this  Indenture  that  have  been registered with the
     Commission  pursuant  to  an  effective registration statement filed by the
     Issuer,  UCI  and  UCH  and  were  not  issued  as  Exchange  Notes."

     (b)  The  definition of "Unrestricted Global Note" is hereby amended in its
entirety  to  read  as  follows:


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          "'Unrestricted  Global Note' means a permanent Global Note in the form
     of Exhibit B attached hereto that bears the Global Note Legend and that has
     the  "Schedule  of  Exchanges  of  Interests  in  the Global Note" attached
     thereto  and  that  is deposited with or on behalf of and registered in the
     name of the Depositary, representing a series of Notes that do not bear the
     Private  Placement  Legend."

     (c)  The definition of "Registration Rights Agreement" is hereby amended in
its  entirety  to  read  as  follows:

          "'Registration  Rights  Agreement'  means  (i) the Registration Rights
     Agreement  dated as of February 9, 2001 among the Issuers, UCI, UCH and the
     Initial  Purchasers,  as  such  agreement  may be amended, supplemented, or
     modified  in  accordance  with  the  terms  thereof,  and  (ii)  any  other
     registration  rights  agreement  in form similar to the Registration Rights
     Agreement  defined  in  clause  (i)  relating to Initial Notes that are not
     subject to the Registration Rights Agreement defined in clause (i), as such
     agreement  may be amended, supplemented, or modified in accordance with the
     terms  thereof,."

     (d)  The  definition  of  "Issue Date" is hereby amended in its entirety to
read as  follows:

          "'Issue  Date'  means  (i)  February  9, 2001, with respect to each of
     Section  2.02,  the Notes issued on February 9, 2001 and the definitions of
     "BRL  Term  Loan Agreement," "Equipment Lease Agreement" and "Participation
     Agreement," and (ii) the date of issuance of any Notes other than the Notes
     referred  to  in  (i)  herein."

     (e)  The  definitions of "BRL Term Loan Agreement" and "Limited Partnership
          Agreement"  are  each  amended  by  adding  at  the  end  thereof:

          ",as  such  agreement  may  amended,  supplemented  or  modified  in
     accordance  with  the  terms  thereof."

                                   ARTICLE II

                               GENERAL PROVISIONS

     Section  2.01.     Ratification of Indenture.  The Original Indenture is in
                        -------------------------
all  respects  acknowledged,  ratified and confirmed, and shall continue in full
force  and  effect  in  accordance  with  the  terms  thereof and as amended and
supplemented  by  this First Supplemental Indenture.  The Original Indenture and
this  First Supplemental Indenture shall be read, taken and construed as one and
the  same  instrument.  All references to the Original Indenture in the Original
Indenture  or  in  any  other  agreement,  document  or  instrument delivered in
connection  therewith  or  pursuant  thereto  shall  be  deemed  to refer to the
Original  Indenture  as  amended  and  supplemented  by  this First Supplemental
Indenture.

     Section  2.02.   Effect of Headings.  The  Article  and Section headings in
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this  First Supplemental Indenture are for convenience only and shall not affect
the  construction  of  this  First  Supplemental  Indenture.

     Section  2.03.   Severability.  In  case  any one or more of the provisions
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in  this  First  Supplemental  Indenture  shall  be  held  invalid,  illegal  or
unenforceable,  in  any  respect  for  any  reason,  the  validity, legality and
enforceability of any such provision in every other respect and of the remaining


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provisions  shall  not  in  any  way  be  affected or impaired thereby, it being
intended  that  all  of  the  provisions hereof shall be enforceable to the full
extent  permitted  by  law.

     Section 2.04.   Governing Law.  This  First  Supplemental Indenture and the
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Notes shall be governed by and construed in accordance with the law of the State
of  New  York but without giving effect to applicable principles of conflicts of
law.

     Section  2.05.   Counterparts.  This  First  Supplemental  Indenture may be
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executed  in  any  number  of  counterparts,  each of which so executed shall be
deemed  to  be  an original, but all such counterparts shall together constitute
the  same  instrument.

     Section 2.06   Trustee Not Responsible for Recitals. The recitals contained
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herein  shall  be  taken as statements of the Issuers and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the  validity  or  sufficiency  of  this  First  Supplemental  Indenture.

    [REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY; SIGNATURES APPEAR ON THE
                                FOLLOWING PAGES]



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                                   SIGNATURES

     IN  WITNESS  WHEREOF, the parties to this First Supplemental Indenture have
caused this First Supplemental Indenture to be duly executed and effective as of
September  11,  2001.

                                   BRL  UNIVERSAL  EQUIPMENT  2001  A,  L.P.

                                   By: BRL Universal Equipment Management, Inc.,
                                       its general partner


                                   By:  /s/  Gregory  C.  Greene
                                        ---------------------------------
                                        Gregory  C.  Greene,  President


                                   BRL  UNIVERSAL  EQUIPMENT  CORP.


                                   By:  /s/  Gregory  C.  Greene
                                        ---------------------------------
                                        Gregory  C.  Greene,  President


                                   THE  BANK  OF  NEW  YORK,  AS  TRUSTEE


                                   By:  /s/  Remo  J.  Reale
                                        ---------------------------------
                                        Remo  J.  Reale,  Vice  President


                              4   SIGNATURE PAGE TO FIRST SUPPLEMENTAL INDENTURE
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