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EXHIBIT 4.13  


 
 

AMENDMENT NUMBER 3
  TO THE INDENTURE    
  


        THIS AMENDMENT NUMBER 3, dated as of March 29, 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 and Amendments Numbers 1 and 2 thereto; 


        WHEREAS,
the parties desire to further 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 the date hereof, following the
execution and delivery hereof, 



	(a)
	The
definition of "Appraisal Date" in Section 101 of the Indenture is hereby amended to read in its entirety as follows: 




        Appraisal Date: The earlier to occur of (a) the date of issuance of the Issuer's "Series 2002-1 Notes" and
(b) April 15, 2002 (or if such day is not a Business Day, the next succeeding Business Day), and, thereafter, each anniversary (or if such day is not a Business Day, the next succeeding
Business Day) of the occurrence of such earlier date. 



	(b)
	Section 632
of the Indenture is hereby amended to read in its entirety as follows: 





        New Master Lease Agreement with Users. With respect to each Owner Compressor, the Issuer shall, within the timeframe set forth below,
cause each related User to execute a revised master lease agreement, substantially in the form of Exhibit F hereto. The Issuer shall be deemed to be in compliance with this Section if Users
representing one hundred percent (100%) of the Aggregate Appraised Value have executed such revised master lease agreement by the earlier to occur of (a) the date of issuance of the Issuer's
"Series 2002-1 Notes" and (b) May 31, 2002 (or if such day is not a Business Day, the next succeeding Business Day). 







 


        The
first sentence of Section 633 of the Indenture is amended to read in its entirety as follows: Issuer shall furnish to the Indenture Trustee and each Entitled Party (at the
expense of the Issuer), an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and
refiling of this Agreement and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to maintain the
Lien created by this Agreement and reciting the details of such action or stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien;  provided, however, that if the
Issuer has not issued its "Series 2002-1 Notes" on or before April 5, 2002 (or if such day is
not a Business Day, the next succeeding Business Day), the Issuer shall furnish such Opinion of Counsel on or before April 5, 2002. 





        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.



	(a)
	This
Amendment shall become effective as of the date first written above.



	(b)
	This
Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.



	(c)
	On
and after the execution and delivery hereof, (i) this Amendment shall be a part of the Indenture, and (ii) each reference in the Indenture to "this Indenture" or
"hereof", "hereunder" or words of like import, and each reference in any other document to the Indenture shall mean and be a reference to the Indenture as amended or modified hereby. 




        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; PROVIDED THAT 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.] 


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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:	
 	

BRL Universal Compression Management, Inc., its General Partner
	

 	
 	

 	
 	

By:	
 	

/s/  DANIEL D. BOECKMAN      

	 	 	 	 	Name:	 	Daniel D. Boeckman

	 	 	 	 	Title:	 	Executive Vice-President

	

 	
 	

WELLS FARGO BANK MINNESOTA,

NATIONAL ASSOCIATION, as indenture trustee
	

 	
 	

By:	
 	

/s/  MIRIANNA STERSHIC      

	 	 	Name:	 	Mirianna Stershic

	 	 	Title:	 	Vice President






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/  DARRELL R. BABER      
	
 	

 
	 	 	Name:	 	Darrell R. Baber
	 	 
	 	 	Title:	 	Managing Director
	 	 




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	FIRST UNION SECURITIES, INC., acting under the trade name Wachovia Securities	 	 
	

By:	
 	

/s/  MANOJ KUMAR      
	
 	

 
	Name:	 	Majoj Kumar
	 	 
	Title:	 	Director
	 	 
	

FIRST UNION NATIONAL BANK	
 	

 
	

By:	
 	

/s/  JANE W. WORKMAN      
	
 	

 
	Name:	 	Jane W. Workman
	 	 
	Title:	 	Senior Vice President
	 	 




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AMENDMENT NUMBER 3 TO THE INDENTURE