Exhibit 10.3


REGISTRATION RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is made and entered into as of July 9,
2007, by and among Universal Compression, L.P., a Delaware limited partnership
(the “Partnership”), and the Purchasers listed on the signature pages to
this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).


WHEREAS, this Agreement
is made in connection with the Closing of the issuance and sale of Common Units
(the “Purchased Units”) pursuant to the Common Unit Purchase Agreement,
dated as of June 19, 2007, by and among the Partnership and the Purchasers (the
“Purchase Agreement”);


WHEREAS, the Partnership
has agreed to provide the registration and other rights set forth in this
Agreement for the benefit of the Purchasers pursuant to the Purchase Agreement;
and


WHEREAS, it is a
condition to the obligations of each Purchaser and the Partnership under the
Purchase Agreement that this Agreement be executed and delivered.


NOW THEREFORE, in
consideration of the mutual covenants and agreements set forth herein and for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by each party hereto, the parties hereby agree as follows:


ARTICLE
I

DEFINITIONS


Section 1.01                       Definitions.  Capitalized terms used herein without
definition shall have the meanings given to them in the Purchase
Agreement.  The terms set forth below are
used herein as so defined:


“Affiliate” means,
with respect to a specified Person, any other Person, whether now in existence
or hereafter created, directly or indirectly controlling, controlled by or
under direct or indirect common control with such specified Person.  For purposes of this definition, “control”
(including, with correlative meanings, “controlling,” “controlled by,” and “under
common control with”) means the power to direct or cause the direction of the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise.


“Agreement” has
the meaning specified therefor in the introductory paragraph.


“Commission” means
the United States Securities and Exchange Commission.


“Common Units”
means the Common Units of the Partnership representing limited partner
interests therein.


“Effectiveness Period”
has the meaning specified therefor in Section 2.01(a) of this Agreement.













“Excluded Registrable
Security” has the meaning specified in Section 2.01(a).


“Holder” means the
record holder of any Registrable Securities.


“Included Registrable
Securities” has the meaning specified therefor in Section 2.02(a) of
this Agreement.


“Liquidated Damages”
has the meaning specified therefor in Section 2.01(b) of this Agreement.


“Liquidated Damages
Multiplier” means the product of $34.75 times the number of Common Units
purchased by such Purchaser (excluding any Excluded Registrable Securities).


“Losses” has the
meaning specified therefor in Section 2.07(a) of this Agreement.


“Managing Underwriter”
means, with respect to any Underwritten Offering, the book-running lead manager
of such Underwritten Offering.


“NASDAQ” means The
NASDAQ Global Market.


“Opt Out Notice”
has the meaning specified therefor in Section 2.02(a) of this Agreement.


“Other Holders”
has the meaning specified therefor in Section 2.02(b) of this Agreement.


“Person” means any
individual, corporation, company, voluntary association, partnership, joint
venture, trust, limited liability company, unincorporated organization or
government or any agency, instrumentality or political subdivision thereof, or
any other form of entity.


“Purchase Agreement”
has the meaning specified therefor in the Recitals of this Agreement.


“Purchaser” and “Purchasers”
have the meanings specified therefor in the introductory paragraph of this
Agreement.


 “Registrable Securities” means: (i) the
Common Units comprising the Purchased Units and (ii) any Common Units issued as
Liquidated Damages pursuant to Section 2.01 of this Agreement, if any,
all of which Registrable Securities are subject to the rights provided herein
until such rights terminate pursuant to the provisions hereof.


“Registration Expenses”
has the meaning specified therefor in Section 2.06(b) of this Agreement.


“Selling Expenses”
has the meaning specified therefor in Section 2.06(b) of this Agreement.


“Selling Holder”
means a Holder who is selling Registrable Securities pursuant to a registration
statement.



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“Shelf Registration
Statement” means a registration statement under the Securities Act to
permit the resale of the Registrable Securities from time to time, including as
permitted by Rule 415 under the Securities Act (or any similar provision then
in force under the Securities Act).


“Underwritten Offering”
means an offering (including an offering pursuant to a Shelf Registration
Statement) in which Common Units are sold to an underwriter on a firm
commitment basis for reoffering to the public.


Section 1.02                       Registrable
Securities.  Any Registrable Security
will cease to be a Registrable Security when (a) a registration statement
covering such Registrable Security has been declared effective by the
Commission and such Registrable Security has been sold or disposed of pursuant
to such effective registration statement; (b) such Registrable Security has
been disposed of pursuant to any section of Rule 144 (or any similar provision
then in force under the Securities Act); (c) such Registrable Security is
eligible for resale pursuant to Rule 144(k) (or any similar provision then in
force under the Securities Act); (d) such Registrable Security is held by the
Partnership or one of its subsidiaries; (e) two years from the Closing; or (f)
such Registrable Security has been sold in a private transaction in which the
transferor’s rights under this Agreement are not assigned to the transferee of
such securities.


ARTICLE
II

REGISTRATION RIGHTS


Section 2.01                       Shelf
Registration.


(a)                         Deadline
To Go Effective.  As soon as
practicable following the Closing, but in any event within 180 days of the
Closing, the Partnership shall prepare and file a Shelf Registration Statement
under the Securities Act with respect to all of the Registrable
Securities.  The Partnership shall use
its commercially reasonable efforts to cause the Shelf Registration Statement
to become effective no later than 270 days after the date of the Closing. The
Partnership will use its commercially reasonable efforts to cause the Shelf
Registration Statement filed pursuant to this Section 2.01 to be
continuously effective under the Securities Act until the date on which all
such Registrable Securities have ceased to be Registrable Securities (the “Effectiveness
Period”).  The Shelf Registration
Statement when declared effective (including any documents incorporated therein
by reference) will comply as to form in all material respects with all
applicable requirements of the Securities Act and the Exchange Act and will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading.


Notwithstanding anything
to the contrary contained in this Agreement, in the event the Commission seeks
to characterize the Shelf Registration Statement as constituting
an offering of securities by or on behalf of the Partnership, such
that the Commission does not permit such Registration Statement to
become effective and used for resales in a manner that does not constitute such
an offering and that permits the continuous resale at the market by the Holders
participating therein (or as otherwise may be acceptable to each
Holder) without being named therein as an “underwriter,” then the Partnership
shall reduce the number of Registrable Securities to be included in the Shelf
Registration Statement by all Holders until such time as the Commission shall
so permit such Shelf Registration Statement to become effective as aforesaid.



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In making such reduction, the Partnership shall reduce
the number of Registrable Securities to be included by all Holders on a pro
rata basis (based upon the number of Registrable Securities otherwise required
to be included for each Holder) unless the inclusion of Registrable Securities
by one or more particular Holders is resulting in the Commission’s position
that the offering is being made ”by or on behalf of the Company,” in which
event the Registrable Securities held by such Holder(s) shall be the only
Registrable Securities subject to reduction (and, if by more than one Holder,
on a pro rata basis by such Holders or on such other basis as would result in
the exclusion of the least number of Registrable Securities by all such
Holders). In addition, in the event that the Commission requires any
Holder seeking to sell securities under a Registration Statement filed
pursuant to this Agreement to be specifically identified as an ”underwriter” in
order to permit such Registration Statement to become effective, and such
Holder does not consent to being so named as an underwriter in such
Registration Statement, then, in each such case, the Partnership shall
reduce the total number of Registrable Securities to be registered on behalf
of such Holder, until such time as the Commission does not require
such identification or until such Holder accepts such identification and the
manner thereof.  Each such excluded Registrable Security shall be referred
to herein as an “Excluded Registrable Security” from the date of
effectiveness of the initial Shelf Registration Statement to but not including
the earliest of the date (i) such Excluded Registrable Security is no longer a
Registrable Security as defined herein or (ii) such Excluded Registrable
Security is included in an effective Shelf Registration Statement. 
Subject to the provisions of this Agreement, the Partnership shall use its
commercially reasonable efforts to file and have declared effective one or more
subsequent Shelf Registration Statements or amendments thereto that include the
Excluded Registrable Securities of any Holder excluded from the initial Shelf
Registration Statement at such time as it may do so in accordance with the
Securities Act as interpreted by the Commission.   In 
addition, if no such Shelf Registration Statement has been filed and a
Holder holds Excluded Registrable Securities that are no longer required by the
Commission to be excluded from a Shelf Registration Statement, upon delivery of
a written request to the Partnership by such Holder, the Partnership shall file
a Shelf Registration Statement that includes such Holder’s Excluded Registrable
Securities within 30 days of such request. 
Except with respect to the time periods for filing and effectiveness,
any such subsequent Shelf Registration Statement shall be subject to the same
provisions of this Agreement as the initial Shelf Registration Statement.


(b)                        Failure
To Go Effective.  If the Shelf
Registration Statement required by Section 2.01 is not declared
effective within 270 days after Closing, then each Purchaser shall be entitled
to a payment (with respect to the Purchased Units of each such Purchaser), as
liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages
Multiplier per 30-day period for the first 60 days following the 270th day,
increasing by an additional 0.25% of the Liquidated Damages Multiplier per
30-day period for each subsequent 60 days, up to a maximum of 1.00% of the
Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”);
provided, however,
the aggregate amount of Liquidated Damages payable by the Partnership under
this Agreement to each Purchaser shall not exceed 10.0% of the Liquidated
Damages Multiplier with respect to such Purchaser.  payable within ten Business Days after the
end of each such 30-day period.  Any
Liquidated Damages shall be paid to each Purchaser in immediately available
funds; provided, however, if the Partnership certifies
that it is unable to pay Liquidated Damages in cash because such payment would
result in a breach under a credit facility or other debt instrument filed as
exhibits to the SEC Documents, then the Partnership may pay the Liquidated



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Damages in kind in the form of the issuance of
additional Common Units. Upon any issuance of Common Units as Liquidated
Damages, the Partnership shall promptly prepare and file an amendment to the
Shelf Registration Statement prior to its effectiveness adding such Common
Units to such Shelf Registration Statement as additional Registrable
Securities.  The determination of the
number of Common Units to be issued as Liquidated Damages shall be equal to the
amount of Liquidated Damages divided by the volume-weighted average closing
price of the Partnership’s Common Units on NASDAQ for the ten trading days
immediately preceding the date on which the Liquidated Damages payment is
due.  The payment of the Liquidated
Damages to a Purchaser shall cease at such time as the Purchased Units of such Purchaser
cease to be Registrable Securities.  As
soon as practicable following the date that the Shelf Registration Statement
becomes effective, but in any event within three Business Days of such date,
the Partnership shall provide the Purchasers with written notice of the
effectiveness of the Shelf Registration Statement.


(c)                         Waiver
of Liquidated Damages.  If the
Partnership is unable to cause a Shelf Registration Statement to go effective
within 270 after Closing, then the Partnership may request a waiver of the
Liquidated Damages, and each Holder may individually grant  or withhold its consent to such
request in its reasonable discretion.


(d)                        Termination
of Purchaser’s Rights.  A Purchaser’s
rights (and any transferee’s rights pursuant to Section 2.10) under this
Section 2.01 shall terminate upon the termination of the Effectiveness
Period.


(e)                         Delay
Rights.  Notwithstanding anything to
the contrary contained herein, the Partnership may, upon written notice to any
Selling Holder whose Registrable Securities are included in the Shelf
Registration Statement, suspend such Selling Holder’s use of any prospectus
which is a part of the Shelf Registration Statement (in which event the Selling
Holder shall discontinue sales of the Registrable Securities pursuant to the
Shelf Registration Statement) if (i) the Partnership is pursuing an
acquisition, merger, reorganization, disposition or other similar transaction
and the Partnership determines in good faith that the Partnership’s ability to
pursue or consummate such a transaction would be materially adversely affected
by any required disclosure of such transaction in the Shelf Registration
Statement or (ii) the Partnership has experienced some other material
non-public event the disclosure of which at such time, in the good faith
judgment of the Partnership, would materially adversely affect the Partnership;
provided, however, in no event
shall the Purchasers be suspended for a period that exceeds 60 days in any
90-day period or 90 days in any 365-day period, in each case, exclusive of days
covered by any lock-up agreement executed by a Purchaser in connection with any
Underwritten Offering.  Upon disclosure
of such information or the termination of the condition described above, the
Partnership shall provide prompt notice to the Selling Holders whose Registrable
Securities are included in the Shelf Registration Statement, and shall promptly
terminate any suspension of sales it has put into effect and shall take such
other actions to permit registered sales of Registrable Securities as
contemplated in this Agreement.


(f)                           Additional
Rights to Liquidated Damages.  If (i)
the Holders shall be prohibited from selling their Registrable Securities under
the Shelf Registration Statement as a result of a suspension pursuant to Section
2.01(e) of this Agreement in excess of the periods permitted therein or
(ii) the Shelf Registration Statement is filed and declared effective but,



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during the Effectiveness Period, shall thereafter
cease to be effective or fail to be usable for its intended purpose without
being succeeded by a post-effective amendment to the Shelf Registration
Statement, a supplement to the prospectus or a report filed with the Commission
pursuant to Sections 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until
the suspension is lifted or a post-effective amendment, supplement or report is
filed with the Commission, but not including any day on which a suspension is
lifted or such amendment, supplement or report is filed and declared effective,
if applicable, the Partnership shall owe the Holders an amount equal to the
Liquidated Damages, following (x) the date on which the suspension period
exceeded the permitted period under Section 2.01(e) of this Agreement or
(y) the date after the Shelf Registration Statement ceased to be effective or
failed to be useable for its intended purposes, as liquidated damages and not
as a penalty.  For purposes of this Section
2.01(f), a suspension shall be deemed lifted on the date that notice that
the suspension has been lifted is delivered to the Holders pursuant to Section
3.01 of this Agreement.


Section 2.02                       Piggyback
Rights.


(a)                         Participation.
If at any time the Partnership proposes to file (i) a prospectus supplement to
an effective shelf registration statement, other than the Shelf Registration
Statement contemplated by Section 2.01, or (ii) a registration statement, other
than a shelf registration statement, in either case, for the sale of Common
Units in an Underwritten Offering for its own account, then as soon as
practicable but not less than three (3) Business Days prior to the filing of
(x) any preliminary prospectus supplement to a prospectus relating to such
Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the
prospectus supplement to a prospectus relating to such Underwritten Offering
pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus
supplement is used) or (z) such registration statement, as the case may be, the
Partnership shall give notice of such proposed Underwritten Offering to the
Holders and such notice shall offer the Holders the opportunity to include in
such Underwritten Offering such number of Registrable Securities (the “Included
Registrable Securities”) as each such Holder may request in writing; provided, that each such Holder shall keep all information
relating to such Underwritten Offering in confidence and shall not make use of,
disseminate or in any way disclose any such information; provided, further, that if the Partnership
has been advised by the Managing Underwriter that the inclusion of Registrable
Securities for sale for the benefit of the Holders will have a material adverse
effect on the price, timing or distribution of the Common Units in the
Underwritten Offering, then the amount of Registrable Securities to be offered
for the accounts of Holders shall be determined based on the provisions of Section
2.02(b).  The notice required to be
provided in this Section 2.02(a) to Holders shall be provided on a
Business Day pursuant to Section 3.01 hereof.   Each such Holder shall then have three
Business Days after receiving such notice to request inclusion of Registrable
Securities in the Underwritten Offering, except that such Holder shall have one
Business Day after such Holder confirms receipt of the notice to request
inclusion of Registrable Securities in the Underwritten Offering in the case of
a “bought deal” or “overnight transaction” where no preliminary prospectus is
used.  If no request for inclusion from a
Holder is received within the specified time, each such Holder shall have no
further right to participate in such Underwritten Offering.  If, at any time after giving written notice
of its intention to undertake an Underwritten Offering and prior to the closing
of such Underwritten Offering, the Partnership shall determine for any reason
not to undertake or to delay such Underwritten Offering, the Partnership may,
at its election, give written notice of such determination to the Selling
Holders



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and, (x) in the case of a determination not to
undertake such Underwritten Offering, shall be relieved of its obligation to
sell any Included Registrable Securities in connection with such terminated
Underwritten Offering, and (y) in the case of a determination to delay such
Underwritten Offering, shall be permitted to delay offering any Included
Registrable Securities for the same period as the delay in the Underwritten
Offering.  Each Holder’s rights under
this Section 2.02(a) shall terminate when such Holder (together with any
Affiliates of such Holder) holds less than $15 million of Purchased Units,
based on the purchase price per unit under the Purchase Agreement.  Notwithstanding the foregoing, any Holder
holding greater than $15 million of Purchased Units, based on the purchase
price per unit under the Purchase Agreement, may deliver written notice (an “Opt
Out Notice”) to the Partnership requesting that such Holder not receive
notice from the Partnership of any proposed Underwritten Offering; provided, that, such Holder may later revoke any such Opt
Out Notice.  Following receipt of an Opt
Out Notice from a Holder (unless subsequently revoked), the Partnership shall
not be required to deliver any notice to such Holder pursuant to this Section
2.02(a) and such Holder shall no longer be entitled to participate in
Underwritten Offerings by the Partnership pursuant to this Section 2.02(a).


(b)                        Priority.
If the Managing Underwriter or Underwriters of any proposed Underwritten
Offering of Common Units included in an Underwritten Offering involving
Included Registrable Securities advises that the total amount of Common Units
that the Selling Holders and any other Persons intend to include in such
offering exceeds the number that can be sold in such offering without being
likely to have a material adverse effect on the price, timing or distribution
of the Common Units offered or the market for the Common Units, then the Common
Units to be included in such Underwritten Offering shall include the number of
Registrable Securities that such Managing Underwriter or Underwriters advises
can be sold without having such adverse effect, with such number to be
allocated (i) first, to the Partnership and the General Partner and its
Affiliates (as defined in the Partnership Agreement) and (ii) second, pro
rata among the Selling Holders party to this Agreement and any other Persons
who have been or are granted registration rights on or after the date of this
Agreement (other than the General Partner and its Affiliates, “Other Holders”),
in each case, who have requested participation in such Underwritten Offering.  The pro rata allocations for each such
Selling Holder shall be the product of (a) the aggregate number of Common Units
proposed to be sold by all Selling Holders and Other Holders in such
Underwritten Offering multiplied by (b) the fraction derived by dividing (x)
the number of Common Units owned on the Registration Deadline by such Selling
Holder or Other Holder by (y) the aggregate number of Common Units owned by all
Selling Holders and Other Holders participating in the Underwritten Offering.


Section 2.03                       Underwritten
Offerings.


(a)                         General
Procedures.  In connection with any
Underwritten Offering under this Agreement, (i) the Partnership shall be
entitled to select the Managing Underwriter or Underwriters and (ii) each
Selling Holder and the Partnership shall be obligated to enter into an
underwriting agreement that contains such representations, covenants,
indemnities and other rights and obligations as are customary in underwriting
agreements for firm commitment offerings of securities.  No Selling Holder may participate in such
Underwritten Offering unless such Selling Holder agrees to sell its Registrable
Securities on the basis provided in such underwriting agreement and completes
and executes all questionnaires, powers of attorney,



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indemnities and other documents reasonably required
under the terms of such underwriting agreement. 
Each Selling Holder may, at its option, require that any or all of the
representations and warranties by, and the other agreements on the part of, the
Partnership to and for the benefit of such underwriters also be made to and for
such Selling Holder’s benefit and that any or all of the conditions precedent
to the obligations of such underwriters under such underwriting agreement also
be conditions precedent to its obligations. 
No Selling Holder shall be required to make any representations or
warranties to or agreements with the Partnership or the underwriters other than
representations, warranties or agreements regarding such Selling Holder, its
authority to enter into such underwriting agreement and to sell, and its
ownership of, the securities being registered on its behalf, its intended
method of distribution and any other representation required by Law.  The Partnership’s management shall not be
required to participate in a roadshow or similar marketing effort in connection
with any Underwritten Offering.


(b)                        Withdrawal.  If any Holder disapproves of the terms of an
Underwritten Offering, such Holder may elect to withdraw therefrom by written
notice to the Partnership and the Managing Underwriter delivered at any time up
to and including the time of pricing of the Underwritten Offering. No such
withdrawal shall affect the Partnership’s obligation to pay Registration
Expenses.  The Holder may agree to waive
this right to withdraw with the Partnership, the underwriters or any custodial
agent in any custody agreement and/or power of attorney executed by such Holder
in connection with the underwriting.


Section 2.04                       Sale
Procedures.  In connection with its
obligations under this Article II, the Partnership will, as
expeditiously as possible:


(a)                         prepare
and file with the Commission such amendments and supplements to the Shelf
Registration Statement and the prospectus used in connection therewith as may
be necessary to keep the Shelf Registration Statement effective for the
Effectiveness Period and as may be necessary to comply with the provisions of
the Securities Act with respect to the disposition of all securities covered by
the Shelf Registration Statement;


(b)                        if a prospectus
supplement will be used in connection with the marketing of an Underwritten
Offering from the Shelf Registration Statement and the Managing Underwriter at
any time shall notify the Partnership in writing that, in the sole judgment of
such Managing Underwriter, inclusion of detailed information to be used in such
prospectus supplement is of material importance to the success of the
Underwritten Offering of such Registrable Securities, the Partnership shall use
its commercially reasonable efforts to include such information in such
prospectus supplement;


(c)                         furnish
to each Selling Holder (i) as far in advance as reasonably practicable before
filing the Shelf Registration Statement or any other registration statement
contemplated by this Agreement or any supplement or amendment thereto, upon
request, copies of reasonably complete drafts of all such documents proposed to
be filed (including exhibits and each document incorporated by reference
therein to the extent then required by the rules and regulations of the
Commission), and provide each such Selling Holder the opportunity to object to
any information pertaining to such Selling Holder and its plan of distribution
that is contained therein and make the corrections reasonably requested by such
Selling Holder with respect to such information prior to filing the Shelf
Registration Statement or such other registration



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statement or supplement or amendment thereto, and (ii)
such number of copies of the Shelf Registration Statement or such other
registration statement and the prospectus included therein and any supplements
and amendments thereto as such Persons may reasonably request in order to
facilitate the public sale or other disposition of the Registrable Securities
covered by such Shelf Registration Statement or such other registration
statement;


(d)                        if
applicable, use its commercially reasonable efforts to register or qualify the
Registrable Securities covered by the Shelf Registration Statement or any other
registration statement contemplated by this Agreement under the securities or
blue sky laws of such jurisdictions as the Selling Holders or, in the case of
an Underwritten Offering, the Managing Underwriter, shall reasonably request; provided, however, that the Partnership
will not be required to qualify generally to transact business in any
jurisdiction where it is not then required to so qualify or to take any action
which would subject it to general service of process in any such jurisdiction
where it is not then so subject;


(e)                         promptly
notify each Selling Holder and each underwriter, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of (i)
the filing of the Shelf Registration Statement or any other registration
statement contemplated by this Agreement or any prospectus or prospectus
supplement to be used in connection therewith, or any amendment or supplement
thereto, and, with respect to such Shelf Registration Statement or any other
registration statement contemplated by this Agreement or any post-effective
amendment thereto, when the same has become effective; and (ii) any written
comments from the Commission with respect to any filing referred to in clause
(i) and any written request by the Commission for amendments or supplements to
the Shelf Registration Statement or any other registration statement
contemplated by this Agreement or any prospectus or prospectus supplement
thereto;


(f)                           immediately
notify each Selling Holder and each underwriter, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of (i)
the happening of any event as a result of which the prospectus or prospectus
supplement contained in the Shelf Registration Statement or any other
registration statement contemplated by this Agreement, as then in effect,
includes an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances then existing; (ii) the issuance
or threat of issuance by the Commission of any stop order suspending the
effectiveness of the Shelf Registration Statement or any other registration
statement contemplated by this Agreement, or the initiation of any proceedings
for that purpose; or (iii) the receipt by the Partnership of any notification
with respect to the suspension of the qualification of any Registrable
Securities for sale under the applicable securities or blue sky laws of any
jurisdiction.  Following the provision of
such notice, the Partnership agrees to as promptly as practicable amend or
supplement the prospectus or prospectus supplement or take other appropriate
action so that the prospectus or prospectus supplement does not include an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
in the light of the circumstances then existing and to take such other action
as is necessary to remove a stop order, suspension, threat thereof or
proceedings related thereto;



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(g)                        in the
case of an Underwritten Offering, furnish upon request, (i) an opinion of
counsel for the Partnership, dated the effective date of the applicable
registration statement or the date of any amendment or supplement thereto, and
a letter of like kind dated the date of the closing under the underwriting
agreement, and (ii) a “cold comfort” letter, dated the pricing date of such
Underwritten Offering and a letter of like kind dated the date of the closing
under the underwriting agreement, in each case, signed by the independent
public accountants who have certified the Partnership’s financial statements
included or incorporated by reference into the applicable registration
statement, and each of the opinion and the “cold comfort” letter shall be in
customary form and covering substantially the same matters with respect to such
registration statement (and the prospectus and any prospectus supplement
included therein) as have been customarily covered in opinions of issuer’s
counsel and in accountants’ letters delivered to the underwriters in
Underwritten Offerings of securities by the Partnership and such other matters
as such underwriters and Selling Holders may reasonably request;


(h)                        otherwise
use its commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as
soon as reasonably practicable, an earnings statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act and Rule
158 promulgated thereunder;


(i)                            make
available to the appropriate representatives of the Managing Underwriter and
Selling Holders access to such information and Partnership personnel as is
reasonable and customary to enable such parties to establish a due diligence
defense under the Securities Act;


(j)                            cause
all such Registrable Securities registered pursuant to this Agreement to be
listed on each securities exchange or nationally recognized quotation system on
which similar securities issued by the Partnership are then listed;


(k)                         use its
commercially reasonable efforts to cause the Registrable Securities to be
registered with or approved by such other governmental agencies or authorities
as may be necessary by virtue of the business and operations of the Partnership
to enable the Selling Holders to consummate the disposition of such Registrable
Securities;


(l)                            provide
a transfer agent and registrar for all Registrable Securities covered by such
registration statement not later than the effective date of such registration
statement;


(m)                      enter into
customary agreements and take such other actions as are reasonably requested by
the Selling Holders or the underwriters, if any, in order to expedite or
facilitate the disposition of such Registrable Securities; and


(n)                        the
Partnership agrees that, if any Purchaser could reasonably be deemed to be an “underwriter”,
as defined in Section 2(a)(11) of the Securities Act, in connection with the
Shelf Registration Statement, in addition to its obligations set forth in
paragraph (i) above, at any Purchaser’s request, (A) the Partnership will
furnish to such Purchaser, on the date of the effectiveness of the Shelf
Registration Statement and thereafter from time to time on such dates as such
Purchaser may reasonably request, an opinion of counsel for the Partnership
and, to the extent practicable, a “cold comfort” letter signed by the
independent public accountants who



 10
 









have certified the Partnership’s financial statements
included or incorporated by reference into the Shelf Registration Statement,
and each of the opinion and “cold comfort” letter shall be in customary form
and covering substantially the same matters with respect to the Shelf
Registration Statement as have been customarily covered in opinions of issuer’s
counsel and accountants’ letters delivered to the underwriters in Underwritten
Offerings of securities of the Partnership and (B) the Partnership will
also permit legal counsel to such Purchaser to review and comment upon the
Shelf Registration Statement at least five Business Days prior to its filing
with the Commission and all amendments and supplements thereto (excluding any
filings made under the Securities Exchange Act of 1934 and incorporated therein
by reference) within a reasonable time period prior to their filing with the
Commission and not file any Shelf Registration Statement or amendment or
supplement thereto (excluding any filings made under the Securities Exchange
Act of 1934 and incorporated therein by reference) in a form to which such
Purchaser’s legal counsel reasonably objects.


Each Selling Holder, upon
receipt of notice from the Partnership of the happening of any event of the
kind described in subsection (f) of this Section 2.04, shall forthwith
discontinue disposition of the Registrable Securities until such Selling Holder’s
receipt of the copies of the supplemented or amended prospectus contemplated by
subsection (f) of this Section 2.04 or until it is advised in writing by
the Partnership that the use of the prospectus may be resumed, and has received
copies of any additional or supplemental filings incorporated by reference in
the prospectus, and, if so directed by the Partnership, such Selling Holder
will, or will request the managing underwriter or underwriters, if any, to
deliver to the Partnership (at the Partnership’s expense) all copies in their
possession or control, other than permanent file copies then in such Selling
Holder’s possession, of the prospectus covering such Registrable Securities current
at the time of receipt of such notice.


Section 2.05                       Cooperation
by Holders.  The Partnership shall
have no obligation to include in the Shelf Registration Statement, or in an
Underwritten Offering pursuant to Section 2.02(a), Common Units of a
Selling Holder who has failed to timely furnish such information that, in the
opinion of counsel to the Partnership, is reasonably required in order for the
registration statement or prospectus supplement, as applicable, to comply with
the Securities Act.


Section 2.06                       Restrictions
on Public Sale by Holders of Registrable Securities.  For one year following the Closing Date, each
Holder of Registrable Securities who is included in the Shelf Registration
Statement agrees not to effect any public sale or distribution of the
Registrable Securities during the 30-day period following completion of an
Underwritten Offering of equity securities by the Partnership (except as
provided in this Section 2.06); provided,
however, that the duration of the foregoing restrictions shall be no
longer than the duration of the shortest restriction generally imposed by the
underwriters on the officers or directors or any other unitholder of the
Partnership on whom a restriction is imposed. 
In addition, the lock-up provisions in this Section 2.06 shall
not apply with respect to a Holder that (A) owns less than $15 million of
Purchased Units, based on the purchase price per unit under the Purchase
Agreement, (B) has delivered an Opt Out Notice to the Partnership pursuant to Section
2.02(a) or (C) has submitted a notice requesting the inclusion of
Registrable Securities in an Underwritten Offering pursuant to Section
2.02(a) but is unable to do so as a result of the priority provisions
contained in Section 2.02(b).



 11
 









Section 2.07                       Expenses.


(a)                         Expenses.  The Partnership will pay all reasonable
Registration Expenses as determined in good faith, including, in the case of an
Underwritten Offering, whether or not any sale is made pursuant to such
Underwritten Offering. Each Selling Holder shall pay all Selling Expenses in
connection with any sale of its Registrable Securities hereunder. In addition,
except as otherwise provided in Section 2.08 hereof, the Partnership
shall not be responsible for legal fees incurred by Holders in connection with
the exercise of such Holders’ rights hereunder.


(b)                        Certain
Definitions.  “Registration
Expenses” means all expenses incident to the Partnership’s performance
under or compliance with this Agreement to effect the registration of
Registrable Securities on the Shelf Registration Statement pursuant to Section
2.01 or an Underwritten Offering covered under this Agreement, and the
disposition of such securities, including, without limitation, all
registration, filing, securities exchange listing and NASDAQ fees, all
registration, filing, qualification and other fees and expenses of complying
with securities or blue sky laws (other than fees and expenses of counsel to
the Managing Underwriter in connection with an Underwritten Offering), fees of
the National Association of Securities Dealers, Inc., fees of transfer agents
and registrars, all word processing, duplicating and printing expenses, any
transfer taxes and the fees and disbursements of counsel and independent public
accountants for the Partnership, including the expenses of any special audits
or “cold comfort” letters required by or incident to such performance and
compliance.  “Selling Expenses”
means all underwriting fees, discounts and selling commissions allocable to the
sale of the Registrable Securities.


Section 2.08                       Indemnification.


(a)                         By the
Partnership.  In the event of a
registration of any Registrable Securities under the Securities Act pursuant to
this Agreement, the Partnership will indemnify and hold harmless each Selling
Holder thereunder, its directors, officers, employees and agents, and each
underwriter, pursuant to the applicable underwriting agreement with such
underwriter, of Registrable Securities thereunder and each Person, if any, who
controls such Selling Holder within the meaning of the Securities Act and the
Exchange Act, and its directors, officers, employees or agents, against any
losses, claims, damages, expenses or liabilities (including reasonable
attorneys’ fees and expenses) (collectively, “Losses”), joint or
several, to which such Selling Holder, director, officer, employee, agent or
underwriter or controlling Person may become subject under the Securities Act,
the Exchange Act or otherwise, insofar as such Losses (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of any
material fact contained in the Shelf Registration Statement or any other
registration statement contemplated by this Agreement, any preliminary prospectus,
free writing prospectus or final prospectus contained therein, or any amendment
or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein (in the case of a prospectus, in
light of the circumstances under which they were made) not misleading, and will
reimburse each such Selling Holder, its directors, officers, employee and
agents, each such underwriter and each such controlling Person for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such Loss or actions or proceedings; provided, however, that the Partnership will



 12
 









not be liable in any such case if and to the extent
that any such Loss arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission so made in conformity
with information furnished by such Selling Holder, its directors, officers,
employees and agents or any underwriter or such controlling Person in writing
specifically for use in the Shelf Registration Statement or such other
registration statement contemplated by this Agreement, or any preliminary
prospectus, free writing prospectus or final prospectus contained therein, or
any amendment or supplement thereto, as applicable. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf
of such Selling Holder or any such directors, officers, employees agents or any
underwriter or controlling Person, and shall survive the transfer of such
securities by such Selling Holder.


(b)                        By Each
Selling Holder.  Each Selling Holder
agrees severally and not jointly to indemnify and hold harmless the
Partnership, its directors, officers, employees and agents and each Person, if
any, who controls the Partnership within the meaning of the Securities Act or
of the Exchange Act, and its directors, officers, employees and agents, to the
same extent as the foregoing indemnity from the Partnership to the Selling
Holders, but only with respect to information regarding such Selling Holder
furnished in writing by or on behalf of such Selling Holder expressly for
inclusion in the Shelf Registration Statement or any other registration statement
contemplated by this Agreements, or any preliminary prospectus, free writing
prospectus or final prospectus contained therein, or any amendment or
supplement thereto; provided, that
each such Selling Holder’s obligations under this Section 2.08(b) shall not
exceed the net proceeds received by such Selling Holding from the sale of
Registrable Securities pursuant to the applicable Shelf Registration Statement
or other registration statement contemplated by this Agreement, or any
preliminary prospectus, free writing prospectus or final prospectus contained
therein, or any amendment or supplement thereto.


(c)                         Notice.  Promptly after receipt by an indemnified
party hereunder of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party hereunder, notify the indemnifying party in writing thereof,
but the omission so to notify the indemnifying party shall not relieve it from
any liability which it may have to any indemnified party other than under this Section
2.08.  In any action brought against
any indemnified party, it shall notify the indemnifying party of the
commencement thereof.  The indemnifying
party shall be entitled to participate in and, to the extent it shall wish, to
assume and undertake the defense thereof with counsel reasonably satisfactory
to such indemnified party and, after notice from the indemnifying party to such
indemnified party of its election so to assume and undertake the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under this Section 2.08 for any legal expenses subsequently incurred by
such indemnified party in connection with the defense thereof other than
reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the
indemnifying party has failed to assume the defense or employ counsel
reasonably acceptable to the indemnified party or (ii) if the defendants in any
such action include both the indemnified party and the indemnifying party and
counsel to the indemnified party shall have concluded that there may be
reasonable defenses available to the indemnified party that are different from
or additional to those available to the indemnifying party, or if the interests
of the indemnified party reasonably may be deemed to conflict with the
interests of the indemnifying party, then the indemnified party shall have the
right to select a separate counsel and to assume such legal defense and
otherwise to participate in the defense of such action, with



 13
 









the reasonable expenses and fees of such separate
counsel and other reasonable expenses related to such participation to be
reimbursed by the indemnifying party as incurred.  Notwithstanding any other provision of this Agreement,
no indemnified party shall settle any action brought against it with respect to
which it is entitled to indemnification hereunder without the consent of the
indemnifying party, unless the settlement thereof imposes no liability or
obligation on, and includes a complete and unconditional release from all
liability of, the indemnifying party.


(d)                        Contribution.  If the indemnification provided for in this Section
2.08 is held by a court or government agency of competent jurisdiction to
be unavailable to any indemnified party or is insufficient to hold them
harmless in respect of any Losses, then each such indemnifying party, in lieu
of indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such Loss in such proportion
as is appropriate to reflect the relative fault of the indemnifying party on
the one hand and of such indemnified party on the other in connection with the
statements or omissions which resulted in such Losses, as well as any other
relevant equitable considerations; provided,
however, that in no event shall such Selling Holder be required to
contribute an aggregate amount in excess of the dollar amount of proceeds (net
of Selling Expenses) received by such Selling Holder from the sale of
Registrable Securities giving rise to such indemnification.  The relative fault of the indemnifying party
on the one hand and the indemnified party on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact has been made by, or relates to, information supplied by such
party, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.  The parties hereto agree that it would not be
just and equitable if contributions pursuant to this paragraph were to be
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to herein.  The amount paid by an indemnified party as a
result of the Losses referred to in the first sentence of this paragraph shall
be deemed to include any legal and other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any Loss which
is the subject of this paragraph. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who is not guilty of such
fraudulent misrepresentation.


(e)                         Other
Indemnification.  The provisions of
this Section 2.08 shall be in addition to any other rights to
indemnification or contribution which an indemnified party may have pursuant to
law, equity, contract or otherwise.


Section 2.09                       Rule 144
Reporting.  With a view to making
available the benefits of certain rules and regulations of the Commission that
may permit the sale of the Registrable Securities to the public without
registration, the Partnership agrees to use its commercially reasonable efforts
to:


(a)                         Make and
keep public information regarding the Partnership available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times from
and after the date hereof;



 14
 









(b)                        File with
the Commission in a timely manner all reports and other documents required of
the Partnership under the Securities Act and the Exchange Act at all times from
and after the date hereof; and


(c)                         So long
as a Holder owns any Registrable Securities, furnish to such Holder forthwith
upon request a copy of the most recent annual or quarterly report of the
Partnership, and such other reports and documents so filed as such Holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing such Holder to sell any such securities without
registration.


Section 2.10                       Transfer
or Assignment of Registration Rights. 
The rights to cause the Partnership to register Registrable Securities
granted to the Purchasers by the Partnership under this Article II may
be transferred or assigned by any Purchaser to one or more transferee(s) or
assignee(s) of such Registrable Securities; provided,
however, that (a) unless such transferee is an Affiliate or a swap
counterpart of such Purchaser, each such transferee or assignee holds
Registrable Securities representing at least $15 million  of the Purchased Units, based on the purchase
price per unit under the Purchase Agreement, (b) the Partnership is given
written notice prior to any said transfer or assignment, stating the name and
address of each such transferee and identifying the securities with respect to
which such registration rights are being transferred or assigned, and (c) each
such transferee assumes in writing responsibility for its portion of the
obligations of such Purchaser under this Agreement.


Section 2.11                       Limitation
on Subsequent Registration Rights. 
From and after the date hereof, the Partnership shall not, without the
prior written consent of the Holders of a majority of the outstanding
Registrable Securities, enter into any agreement with any current or future
holder of any securities of the Partnership (other than the General Partner or
its Affiliates) that would allow such current or future holder to require the
Partnership to include securities in any registration statement filed by the
Partnership on a basis that is superior in any way to the piggyback rights
granted to the Purchasers hereunder.


ARTICLE
III

MISCELLANEOUS


Section 3.01                       Communications.  All notices and other communications provided
for or permitted hereunder shall be made in writing by facsimile, electronic
mail, courier service or personal delivery:


(a)                         if to
Purchaser, to the address set forth in Schedule 8.07 to the Purchase Agreement;


(b)                        if to a
transferee of Purchaser, to such Holder at the address provided pursuant to Section
2.10 above; and


(c)                         if to the
Partnership at Universal Compression Partners, L.P., 4444 Brittmoore Road,
Houston, Texas 77041 (facsimile: (713) 335-7867); Attn: General Counsel.


All such notices and
communications shall be deemed to have been received at the time delivered by
hand, if personally delivered; when receipt acknowledged, if sent via facsimile
or



 15
 









sent via Internet
electronic mail; and when actually received, if sent by courier service or any
other means.


Section 3.02                       Successor
and Assigns.  This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties, including subsequent Holders of Registrable Securities to the
extent permitted herein.


Section 3.03                       Assignment
of Rights.  All or any portion of the
rights and obligations of any Purchaser under this Agreement may be transferred
or assigned by such Purchaser in accordance with Section 2.10 hereof.


Section 3.04                       Recapitalization,
Exchanges, Etc. Affecting the Common Units. 
The provisions of this Agreement shall apply to the full extent set
forth herein with respect to any and all units of the Partnership or any
successor or assign of the Partnership (whether by merger, consolidation, sale
of assets or otherwise) which may be issued in respect of, in exchange for or
in substitution of, the Registrable Securities, and shall be appropriately
adjusted for combinations, unit splits, recapitalizations and the like
occurring after the date of this Agreement.


Section 3.05                       Specific
Performance.  Damages in the event of
breach of this Agreement by a party hereto may be difficult, if not impossible,
to ascertain, and it is therefore agreed that each such Person, in addition to
and without limiting any other remedy or right it may have, will have the right
to an injunction or other equitable relief in any court of competent
jurisdiction, enjoining any such breach, and enforcing specifically the terms and
provisions hereof, and each of the parties hereto hereby waives any and all
defenses it may have on the ground of lack of jurisdiction or competence of the
court to grant such an injunction or other equitable relief.  The existence of this right will not preclude
any such Person from pursuing any other rights and remedies at law or in equity
which such Person may have.


Section 3.06                       Counterparts.  This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts,
including facsimile counterparts, each of which counterparts, when so executed
and delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same Agreement.


Section 3.07                       Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


Section 3.08                       Governing
Law.  The Laws of the State of New
York shall govern this Agreement without regard to principles of conflict of
Laws.


Section 3.09                       Severability
of Provisions.  Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting or impairing the validity or enforceability of such provision in any
other jurisdiction.



 16
 









Section 3.10                       Entire
Agreement.  This Agreement is
intended by the parties as a final expression of their agreement and intended
to be a complete and exclusive statement of the agreement and understanding of
the parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the rights granted by the Partnership set forth herein.  This Agreement and the Purchase Agreement
supersede all prior agreements and understandings between the parties with
respect to such subject matter.


Section 3.11                       Amendment.  This Agreement may be amended only by means
of a written amendment signed by the Partnership and the Holders of a majority
of the then outstanding Registrable Securities; provided, however, that no such amendment shall materially
and adversely affect the rights of any Holder hereunder without the consent of
such Holder.


Section 3.12                       No
Presumption.  If any claim is made by
a party relating to any conflict, omission, or ambiguity in this Agreement, no
presumption or burden of proof or persuasion shall be implied by virtue of the
fact that this Agreement was prepared by or at the request of a particular
party or its counsel.


Section 3.13                       Aggregation
of Purchased Units.  All Purchased
Units held or acquired by Persons who are Affiliates of one another shall be
aggregated together for the purpose of determining the availability of any
rights under this Agreement.


Section 3.14                       Obligations
Limited to Parties to Agreement. 
Each of the Parties hereto covenants, agrees and acknowledges that no
Person other than the Purchasers shall have any obligation hereunder and that,
notwithstanding that one or more of the Purchasers may be a corporation,
partnership or limited liability company, no recourse under this Agreement or
under any documents or instruments delivered in connection herewith or
therewith shall be had against any former, current or future director, officer,
employee, agent, general or limited partner, manager, member, stockholder or
Affiliate of any of the Purchaser or any former, current or future director,
officer, employee, agent, general or limited partner, manager, member,
stockholder or Affiliate of any of the foregoing, whether by the enforcement of
any assessment or by any legal or equitable proceeding, or by virtue of any
applicable Law, it being expressly agreed and acknowledged that no personal
liability whatsoever shall attach to, be imposed on or otherwise by incurred by
any former, current or future director, officer, employee, agent, general or
limited partner, manager, member, stockholder or Affiliate of any of the
Purchasers or any former, current or future director, officer, employee, agent,
general or limited partner, manager, member, stockholder or Affiliate of any of
the foregoing, as such, for any obligations of the Purchasers under this
Agreement or any documents or instruments delivered in connection herewith or
therewith or for any claim based on, in respect of or by reason of such
obligation or its creation, except in each case for any assignee of a Purchaser
hereunder.


Section 3.15                       Interpretation.  Article and Section references to this
Agreement, unless otherwise specified. 
All references to instruments, documents, contracts and agreements are
references to such instruments, documents, contracts and agreements as the same
may be amended, supplemented and otherwise modified from time to time, unless
otherwise specified. The word “including” shall mean “including but not limited
to.” Whenever any determination,



 17
 









consent or approval is to be made or given by a
Purchaser under this Agreement, such action shall be in such Purchaser’s sole
discretion unless otherwise specified.


[Signature pages to
follow]



 18














IN WITNESS WHEREOF, the
Parties hereto execute this Agreement, effective as of the date first above
written.


	
  

  	
  UNIVERSAL
  COMPRESSION PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  UCO General
  Partner, LP,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  UCO GP, LLC,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel K.
  Schlanger

  	
   

  
	
   

  	
  Name:

  	
  Daniel K. Schlanger

  
	
   

  	
  Title:

  	
  Senior Vice President and Chief Financial Officer

  
	
   

  
	
  [Signature Page to Registration Rights Agreement]

  












 


	
  

  	
  TORTOISE ENERGY CAPITAL

  
	
   

  	
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Zachary A. Hamel

  	
   

  
	
   

  	
  Name:

  	
  Zachary A. Hamel

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  
	
   

  
	
  [Signature Page to Registration Rights Agreement]

  












 


	
  

  	
  TORTOISE ENERGY INFRASTRUCTURE

  
	
   

  	
  CORPORATION

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ Zachary A. Hamel

  	
   

  
	
   

  	
  Name:

  	
  Zachary A. Hamel

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  
	
   

  
	
  [Signature Page to Registration Rights Agreement]

  












 


	
  

  	
  KAYNE ANDERSON MLP INVESTMENT

  
	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Baker

  	
   

  
	
   

  	
  Name:

  	
  James Baker

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  
	
  [Signature Page to Registration Rights Agreement]

  



 











 


	
  

  	
  KAYNE
  ANDERSON ENERGY TOTAL

  
	
   

  	
  RETURN
  FUND, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Baker

  	
   

  
	
   

  	
  Name:

  	
  James Baker

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  
	
  [Signature Page to Registration Rights Agreement]

  



 











 


	
  

  	
  STRUCTURED
  FINANCE AMERICAS, LLC

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ Suriel Harianni

  	
   

  
	
   

  	
  Name:

  	
  Suriel Harianni

  
	
   

  	
  Title:

  	
  Director

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ Andrea Leung

  	
   

  
	
  :

  	
  Name

  	
  Andrea Leung

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  
	
  [Signature Page to Registration Rights Agreement]

  



                                                                                                                                                                                                                                                                                                     











 


	
  

  	
  ROYAL
  BANK OF CANADA

  
	
   

  	
  by its
  agent

  
	
   

  	
  RBC
  Capital Markets Corporation

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ Josef Muskatel

  	
   

  
	
   

  	
  Name:

  	
  Josef Muskatel

  
	
   

  	
  Title:

  	
  Director and
  Senior Counsel

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ David Weiner

  	
   

  
	
   

  	
  Name:

  	
  David Weiner

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  
	
  [Signature Page to Registration Rights Agreement]

  



 











 


	
  

  	
  LB I
  GROUP INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Salzman

  	
   

  
	
   

  	
  Name:

  	
  Eric Salzman

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  
	
  [Signature Page to Registration Rights Agreement]

  



 











 


	
  

  	
  KIDRON
  CAPITAL LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles Webster

  	
   

  
	
   

  	
  Name:

  	
  Charles Webster

  
	
   

  	
  Title:

  	
  Managing Member

  
	
   

  
	
  [Signature Page to Registration Rights Agreement]