Exhibit 10.43

$175,000,000
UNIVERSAL COMPRESSION, INC.
71/4% Senior Notes due 2010
REGISTRATION RIGHTS AGREEMENT

May 27,
2003

LEHMAN
BROTHERS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
WACHOVIA SECURITIES, INC.
BANC ONE CAPITAL MARKETS, INC.
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

Dear
Sirs:

Universal
Compression, Inc, a Texas corporation (the "Company"), proposes to issue and sell to you (the "Initial
Purchasers"), upon the terms set forth in a purchase agreement dated May 21, 2003 (the "Purchase Agreement"),
$175,000,000 aggregate principal amount of its 71/4% Senior Notes due 2010 (the "Initial Notes"). The Initial Notes will be issued
pursuant to an Indenture, to be dated as of the date hereof (the "Indenture"), between the Company and The Bank of New York, as trustee (the
"Trustee"). To satisfy a condition to the obligations of the Initial Purchasers under the Purchase Agreement, the Company agrees with the Initial
Purchasers, for the benefit of the Initial Purchasers and the subsequent holders of the Notes (as defined below) (collectively the "Holders"), as
follows:

1.Registered Exchange Offer.Unless not permitted by applicable law (after the Company has complied with the
ultimate paragraph of this Section 1), the Company shall prepare and, not later than 90 days (such 90th day being a "Filing Deadline")
after the date on which the Initial Purchasers purchase the Initial Notes pursuant to the Purchase Agreement (the "Closing Date"), file with the
Securities and Exchange Commission (the "Commission") a registration statement (the "Exchange Offer Registration
Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to a
proposed offer (the "Registered Exchange Offer") to the Holders of Transfer Restricted Notes (as defined in Section 6 hereof), who are not
prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Notes, a like aggregate
principal amount of debt securities of the Company issued under the Indenture, identical in all material respects to the Initial Notes and registered under the Securities Act (the
"Exchange Notes"). The Company shall (i) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to be
declared effective under the Securities Act within 180 days after the Closing Date (such 180th day being an "Effectiveness Deadline");
(ii) promptly following the effectiveness of the Exchange Offer Registration Statement, offer the Exchange Notes in exchange for surrender of the Initial Notes; and (iii) use its
commercially reasonable best efforts to keep the Registered Exchange Offer open for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered
Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period").

When
the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement
(provided that the Company has accepted all the Initial Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate
the Registered Exchange Offer on or before the 60th business day after the date on which the Exchange Offer Registration Statement is declared effective (the "Consummation
Deadline").

Following
the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of
such Registered Exchange Offer to enable each Holder of Transfer Restricted Notes electing to exchange the Initial Notes for Exchange Notes (assuming that such Holder is not an affiliate of the
Company within the meaning of the Securities Act,

---

acquires
the Exchange Notes in the ordinary course of such Holder's business and has no arrangements with any person to participate in the distribution of the Exchange Notes and is not prohibited by
any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the
Securities Act and without material restrictions under the securities laws of the several states of the United States.

The
Company acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, in the absence of an applicable exemption
therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Notes, acquired for its own account as a result of market making activities
or other trading activities, for Exchange Notes (an "Exchanging Dealer"), is required to deliver a prospectus containing the information set forth in
(a) Annex A hereto on the cover, (b) Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and (c) Annex C hereto in the "Plan
of Distribution" section of such prospectus in connection with a sale of any such Exchange Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial
Purchaser that elects to sell Notes (as defined below) acquired in exchange for Initial Notes constituting any portion of an unsold allotment, is required to deliver a prospectus containing the
information required by Item 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale.

The
Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein,
in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply
with such requirements in order to resell the Exchange Notes; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an
Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Notes held
by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-
dealer for use in connection with any resale of any Exchange Notes for a period of not less than 180-days after the consummation of the Registered Exchange Offer.

If,
upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Notes acquired by it as part of its initial distribution, the Company, simultaneously with the
delivery of the Exchange Notes pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the
"Private Exchange") for the Initial Notes held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the
Indenture and identical in all material respects to the Initial Notes (the "Private Exchange Notes"). The Initial Notes, the Exchange Notes and the
Private Exchange Notes are herein collectively called the "Notes."

In
connection with the Registered Exchange Offer, the Company shall:



2

---



As
soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Company shall:



The
Indenture will provide that the Exchange Notes will not be subject to the transfer restrictions set forth in the Indenture and that all the Notes will vote and consent together on
all matters as one class and that none of the Notes will have the right to vote or consent as a class separate from one another on any matter.

Interest
on each Exchange Note and Private Exchange Note issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment date on
which interest was paid on the Initial Notes surrendered in exchange therefor or, if no interest has been paid on the Initial Notes, from the date of original issue of the Initial Notes.

Each
Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the commencement of the Registered Exchange Offer
(i) any Exchange Notes received by such Holder will be acquired in the ordinary course of business, (ii) such Holder has no arrangements or understanding with any person to participate
in the distribution of the Initial Notes or the Exchange Notes within the meaning of the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule 405 of the Securities
Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such
Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Notes and (v) if such Holder is a broker-dealer, that it will
receive Exchange Notes for its own account in exchange for Initial Notes that were acquired as a result of market-making activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes.

Notwithstanding
any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part
thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any
amendment thereto does not, when it becomes effective, 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 and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading.

If
following the date hereof there has been announced a change in Commission policy with respect to exchange offers that in the reasonable opinion of counsel to the Company raises a
substantial question as to whether the Registered Exchange Offer is permitted by applicable federal law, the Company will seek a no-action letter or other favorable decision from the
Commission allowing the Company to consummate the Registered Exchange Offer. The Company will pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing,
the Company will take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation
(i) participating in telephonic conferences with the Commission, (ii) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if
any, upon which such counsel has concluded that the Registered Exchange Offer should be permitted and (iii) diligently pursuing a resolution (which need not be favorable) by the Commission
staff.

2.Shelf Registration.If, (i) because of any change in law or in applicable interpretations thereof by
the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not
consummated by the 240th day after the Closing Date, (iii) any Initial Purchaser so requests with respect to the Initial Notes (or the Private Exchange Notes) not

3

---

eligible
to be exchanged for Exchange Notes in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging
Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder
does not receive freely tradeable Exchange Notes on the date of the exchange and any such Holder so requests, the Company shall take the following actions (the date on which any of the conditions
described in the foregoing clauses (i) through (iv) occur, including in the case of clause (iii) or (iv) the receipt of the required notice, being a
"Trigger Date"):



3.Registration Procedures.In connection with any Shelf Registration contemplated by Section 2 hereof
and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply:



4

---



5

---



6

---



7

---



8

---





4.Registration Expenses.



9

---



5.Indemnification.



10

---



11

---



6.Additional Interest Under Certain Circumstances.



12

---



7.Rules 144 and 144A.The Company shall use its best efforts to file the reports required to be filed by
it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Notes, make
publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any
Holder of Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Notes without registration under the Securities Act within the limitation of the
exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Notes
identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Notes, the Company shall deliver to such Holder a written statement as to whether it has
complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

8.Underwritten Registrations.If any of the Transfer Restricted Notes covered by any Shelf Registration are to
be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing
Underwriters") will be selected, with the reasonable approval of the Company, by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes to be
included in such offering.

No
person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Notes on the basis reasonably provided
in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

13

---

9.Miscellaneous.



14

---



15

---

If
the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all
counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms.

| |  | Very truly yours,          
| |  | ---------------------------
| |  | UNIVERSAL COMPRESSION, INC.
| |  | by:                        
| |  |                            
| |  |                            

The
foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.

LEHMAN BROTHERS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
WACHOVIA SECURITIES, INC.
BANC ONE CAPITAL MARKETS, INC.

|By: |  | LEHMAN BROTHERS INC.   
|--- |  | -----------------------
|by: |  | /s/JAMES E. SAXTON, JR.
|    |  | Name:                  
|    |  | Title:                 

16

---

ANNEX A

Each
broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange
for Initial Notes where such Initial Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of
180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

---

ANNEX B

Each
broker-dealer that receives Exchange Notes for its own account in exchange for Initial Notes, where such Initial Notes were acquired by such broker-dealer as a result of market-
making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See "Plan of Distribution."

---

ANNEX C

PLAN OF DISTRIBUTION

Each
broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for
Initial Notes where such Initial Notes were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the
Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition,
until                        , 2003, all
dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus.(1)

---

The
Company will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the Exchange
Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes
or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange
Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such
Exchange Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Notes and any commission or concessions received by any such
persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

For
a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any
broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Notes) other than commissions
or concessions of any brokers or dealers and will indemnify the Holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

---

ANNEX D

If
the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is
a broker-dealer that will receive Exchange Notes for its own account in exchange for Initial Notes that were acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act.

---

QuickLinks