<PAGE>
                                                                     EXHIBIT 4.2

================================================================================



                          REGISTRATION RIGHTS AGREEMENT

                                   Dated as of

                                October 23, 2001

                                      Among

                    BRL UNIVERSAL EQUIPMENT 2001 A, L. P. and
                          BRL UNIVERSAL EQUIPMENT CORP.
                                    as Issuer

                    UNIVERSAL COMPRESSION HOLDINGS, INC. and
                          UNIVERSAL COMPRESSION, INC.,
                                   as Company

                                       and

                         DEUTSCHE BANC ALEX. BROWN INC.,
                          FIRST UNION SECURITIES, INC.
                         BANC ONE CAPITAL MARKETS, INC.,
                           SCOTIA CAPITAL (USA), INC.
                              as Initial Purchasers

================================================================================


                     $100 Million Aggregate Principal Amount

                      8 7/8% SENIOR SECURED NOTES DUE 2008
<PAGE>

                                TABLE OF CONTENTS
                                                                            Page

1.       Definitions..........................................................1

2.       Exchange Offer.......................................................5

3.       Shelf Registration...................................................8

4.       Additional Interest..................................................9

5.       Registration Procedures.............................................11

6.       Registration Expenses...............................................21

7.       Indemnification.....................................................22

8.       Rule 144 and 144A...................................................25

9.       Underwritten Registrations..........................................26

10.      Miscellaneous.......................................................26

         (a)      No Inconsistent Agreements.................................26
         (b)      Adjustments Affecting Registrable Notes....................26
         (c)      Amendments and Waivers.....................................26
         (d)      Notices....................................................27
         (e)      Successors and Assigns.....................................28
         (f)      Counterparts...............................................29
         (g)      Headings...................................................29
         (h)      Governing Law..............................................29
         (i)      Severability...............................................29
         (j)      Securities Held by the Issuer or the Company or
                    Its Affiliates...........................................29
         (k)      Third Party Beneficiaries..................................30
         (l)      Entire Agreement...........................................30



                                      -i-
<PAGE>

                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement (the "Agreement") is dated
as of October 23, 2001 by and among BRL Universal Equipment 2001 A, L.P., a
Delaware limited partnership ("BRL") and BRL Universal Equipment Corp., a
Delaware corporation ("BRL Corp.", and together with BRL, the "Issuer"),
Universal Compression, Inc., a Texas corporation ("UCI"), Universal Compression
Holdings, Inc., a Delaware corporation ("UCH", and together with UCI, the
"Company"), Deutsche Banc Alex. Brown Inc., First Union Securities, Inc., Banc
One Capital Markets, Inc. and Scotia Capital (USA), Inc. (together, the "Initial
Purchasers").

                  This Agreement is entered into in connection with the Purchase
Agreement, dated as of October 16, 2001 by and among the Issuer and the Initial
Purchasers (the "Purchase Agreement") that provides for the sale by the Issuer
to the Initial Purchasers of $100 million aggregate principal amount of the
Issuer's 8-7/8% Senior Secured Notes due 2008 (the "Notes"). In order to induce
the Initial Purchasers to enter into the Purchase Agreement, the Issuer and the
Company have agreed to provide the registration rights set forth in this
Agreement for the benefit of the Initial Purchasers and any subsequent holder or
holders of notes. The execution and delivery of this Agreement is a condition to
the Initial Purchasers' obligation to purchase the Notes under the Purchase
Agreement.

                  The parties hereby agree as follows:

1.       Definitions

                  As used in this Agreement, the following terms shall have the
following meanings:

                  Advice:  See the last paragraph of Section 5 hereof.

                  Agreement:  See the first introductory paragraph hereto.

                  Applicable Period:  See Section 2(b) hereof.

                  Business Day: Any day except a Saturday, a Sunday, or a day on
which banking institutions in New York, New York are required or authorized by
law or other governmental action to be closed.

                  Closing Date: The Closing Date as defined in the Purchase
Agreement.

                  Company:  See the first introductory paragraph hereto.


<PAGE>
                                      -2-


                  Effectiveness Date: The date that is 180 days after the Issue
Date, provided, however, that with respect to any shelf registration, its
effectiveness date should be the 90th day after the Filing Date with respect
thereto.

                  Effectiveness Period:  See Section 3(a) hereof.

                  Event Date:  See Section 4(b) hereof.

                  Exchange Act: The Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

                  Exchange Notes:  See Section 2(a) hereof.

                  Exchange Offer:  See Section 2(a) hereof.

                  Exchange Registration Statement:  See Section 2(a) hereof.

                  Filing Date: (A) If no Exchange Offer Registration Statement
has been filed by the Issuers and the Company pursuant to this Agreement, the
90th day after the Issue Date; and (B) with respect to a Shelf Registration
Statement, the 90th day after the delivery of a Shelf Notice as required
pursuant to Section 2(c) hereof.

                  Holder:  Any holder of a Registrable Note or Registrable
                           Notes.

                  Indemnified Person:  See Section 7(c) hereof.

                  Indemnifying Person:  See Section 7(c) hereof.

                  Indenture: The Indenture, dated as of February 9, 2001 between
the Issuer and The Bank of New York, as Trustee, pursuant to which the Notes are
being issued, as amended or supplemented from time to time in accordance with
the terms thereof.

                  Initial Purchasers: See the first introductory paragraph
hereto.

                  Inspectors:  See Section 5(o) hereof.

                  Issue Date: The date on which the Notes were sold to the
Initial Purchasers pursuant to the Purchase Agreement.

                  NASD:  See Section 5(t) hereof.

                  Notes:  See the second introductory paragraph hereto.


<PAGE>
                                      -3-


                  Participant:  See Section 7(a) hereof.

                  Participating Broker-Dealer:  See Section 2(b) hereof.

                  Participation Agreement: See the second introductory paragraph
hereto.

                  Person: An individual, trustee, corporation, partnership,
limited liability company, joint stock company, trust, unincorporated
association, union, business association, firm or other legal entity.

                  Private Exchange:  See Section 2(b) hereof.

                  Private Exchange Notes:  See Section 2(b) hereof.

                  Prospectus: The prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act), as amended or supplemented by
any prospectus supplement, and all other amendments and supplements to the
Prospectus, with respect to the terms of the offering of any portion of the
Registrable Notes covered by such Registration Statement including
post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.

                  Purchase Agreement: See the second introductory paragraph
hereto.

                  Records:  See Section 5(o) hereof.

                  Registrable Notes: Each Note upon original issuance of the
Notes and at all times subsequent thereto, each Exchange Note as to which
Section 2(c)(v) hereof is applicable upon original issuance and at all times
subsequent thereto and each Private Exchange Note upon original issuance thereof
and at all times subsequent thereto, until in the case of any such Note,
Exchange Note or Private Exchange Note, as the case may be, the earliest to
occur of (i) a Registration Statement (other than, with respect to any Exchange
Note as to which Section 2(c)(v) hereof is applicable, the Exchange Registration
Statement) covering such Note, Exchange Note or Private Exchange Note, as the
case may be, has been declared effective by the SEC and such Note, Exchange Note
or Private Exchange Note, as the case may be, has been disposed of in accordance
with such effective Registration Statement, (ii) such Note, Exchange Note or
Private Exchange Note, as the case may be, is sold in compliance with Rule 144,
(iii) such Note has been exchanged for an Exchange Note or Exchange Notes
pursuant to an Exchange Offer and is entitled to be resold without complying
with the prospectus delivery requirements of the Securities Act, (iv) such Note,
Exchange Note or Private

<PAGE>
                                      -4-


Exchange Note, as the case may be, ceases to be outstanding for purposes of the
Indenture or (v) such Note, Exchange Note or Private Exchange Note, as the case
may be, in the reasonable opinion of the Issuer and the Company, may be resold
without restriction pursuant to Rule 144(k) under the Securities Act.

                  Registration Statement: Any registration statement of the
Company under the Securities Act, including, but not limited to, the Exchange
Registration Statement and any registration statement filed in connection with a
Shelf Registration, filed with the SEC pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits and
all material incorporated by reference or deemed to be incorporated by reference
in such registration statement.

                  Rule 144: Rule 144 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the SEC.

                  Rule 144A: Rule 144A promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144) or regulation hereafter adopted by the SEC.

                  Rule 415: Rule 415 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.

                  SEC:  The Securities and Exchange Commission.

                  Securities Act: The Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.

                  Shelf Notice:  See Section 2(c) hereof.

                  Shelf Registration:  See Section 3(a) hereof.

                  TIA:  The Trust Indenture Act of 1939, as amended.

                  Trustee: The trustee under the Indenture and, if existent, the
trustee under any indenture governing the Exchange Notes and Private Exchange
Notes (if any).

                  Underwritten registration or underwritten offering: A
registration in which securities of the Issuer are sold to an underwriter for
reoffering to the public.
<PAGE>
                                      -5-


2.       Exchange Offer

                  (a) The Issuer and the Company shall file with the SEC a
registration statement, to the extent not prohibited by any applicable law or
applicable interpretation of the staff of the SEC, no later than the Filing Date
an offer to exchange (the "Exchange Offer") any and all of the Registrable Notes
(other than the Private Exchange Notes, if any) for a like aggregate principal
amount of debt securities of the Issuer that are identical in all material
respects to the Notes (the "Exchange Notes") (and that are entitled to the
benefits of the Indenture or a trust indenture that is identical in all material
respects to the Indenture (other than such changes to the Indenture or any such
identical trust indenture as are necessary to comply with any requirements of
the SEC to effect or maintain the qualification thereof under the TIA) and that,
in either case, has been qualified under the TIA), except that the Exchange
Notes (other than Private Exchange Notes, if any) shall have been registered
pursuant to an effective Registration Statement under the Securities Act and
shall contain no restrictive legend thereon. The Exchange Offer shall be
registered under the Securities Act on the appropriate form (the "Exchange
Registration Statement") and shall comply with all applicable tender offer rules
and regulations under the Exchange Act. The Issuer and the Company agree to use
their reasonable best efforts to (x) cause the Exchange Registration Statement
to be declared effective under the Securities Act on or before the Effectiveness
Date; (y) keep the Exchange Offer open for at least 20 business days (or longer
if required by applicable law) after the date that notice of the Exchange Offer
is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the
210th day following the Issue Date. If after such Exchange Registration
Statement is declared effective by the SEC, the Exchange Offer or the issuance
of the Exchange Notes thereunder is interfered with by any stop order,
injunction or other order or requirement of the SEC or any other governmental
agency or court, such Exchange Registration Statement shall be deemed not to
have become effective for purposes of this Agreement, unless such interference
is cured within 5 business days. Each Holder who participates in the Exchange
Offer will be required to represent that any Exchange Notes received by it will
be acquired in the ordinary course of its business, that at the time of the
consummation of the Exchange Offer such Holder will have no arrangement or
understanding with any Person to participate in the distribution of the Exchange
Notes in violation of the provisions of the Securities Act and that such Holder
is not an affiliate of the Issuer or the Company within the meaning of the
Securities Act and is not acting on behalf of any persons or entities who could
not truthfully make the foregoing representations. Upon consummation of the
Exchange Offer in accordance with this Section 2, the provisions of this
Agreement shall continue to apply, mutatis mutandis, solely with respect to
Registrable Notes that are Private Exchange Notes and Exchange Notes held by
Participating Broker-Dealers, and the Issuer and the Company shall have no
further obligation to register Registrable Notes (other than Private Exchange
Notes and other than in respect of any Exchange Notes as to which clause 2(c)(v)
hereof applies) pursuant to Section 3 hereof.
<PAGE>
                                      -6-


                  (b) The Issuer and the Company shall include within the
Prospectus contained in the Exchange Registration Statement a section entitled
"Plan of Distribution," reasonably acceptable to the Initial Purchasers, that
shall contain a summary statement of the positions taken or policies made by the
staff of the SEC with respect to the potential "underwriter" status of any
broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange
Offer (a "Participating Broker-Dealer"), whether such positions or policies have
been publicly disseminated by the staff of the SEC or such positions or
policies, represent the prevailing views of the Staff of the SEC. Such "Plan of
Distribution" section shall also expressly permit the use of the Prospectus by
all Persons subject to the prospectus delivery requirements of the Securities
Act, including all Participating Broker-Dealers to the extent permitted by
applicable policies and regulations of the SEC and include a statement
describing the means by which Participating Broker-Dealers may resell the
Exchange Notes.

                  The Issuer and the Company shall use their reasonable best
efforts to keep the Exchange 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 is necessary to
comply with applicable law in connection with any resale of the Exchange Notes;
provided, however, that such period shall not exceed 180 days after the
consummation of the Exchange Offer (or such longer period if extended pursuant
to the last paragraph of Section 5 hereof) (the "Applicable Period").

                  If, prior to consummation of the Exchange Offer, the Initial
Purchasers hold any Notes acquired by it and having, or that are reasonably
likely to be determined to have, the status of an unsold allotment in the
initial distribution, the Issuer, upon the written request of the Initial
Purchasers simultaneously with the delivery of the Exchange Notes in the
Exchange Offer, shall issue and deliver to the Initial Purchasers in exchange
(the "Private Exchange") for such Notes held by the Initial Purchasers a like
principal amount of debt securities of the Issuer that are identical in all
material respects to the Exchange Notes (the "Private Exchange Notes") (and that
are issued pursuant to the same indenture as the Exchange Notes), except for the
placement of a restrictive legend on such Private Exchange Notes. The Private
Exchange Notes shall bear the same CUSIP number as the Exchange Notes.

                  Interest on the Exchange Notes and the Private Exchange Notes
will accrue from the Issue Date.

                  In connection with the Exchange Offer, the Issuer and the
Company shall:
<PAGE>
                                      -7-


                  (1) mail to each Holder of record a copy of the Prospectus
         forming part of the Exchange Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (2) utilize the services of a depositary for the Exchange
         Offer with an address in the Borough of Manhattan, The City of New
         York;

                  (3) permit Holders to withdraw tendered Notes at any time
         prior to the close of business, New York time, on the last business day
         on which the Exchange Offer remains open; and

                  (4) otherwise comply in all material respects with all
         applicable laws, rules and regulations.

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

                  (1) accept for exchange all Notes properly tendered and not
         validly withdrawn pursuant to the Exchange Offer or the Private
         Exchange;

                  (2) deliver to the Trustee for cancellation all Notes so
         accepted for exchange; and

                  (3) cause the Trustee to authenticate and deliver promptly to
         each Holder of Notes, Exchange Notes or Private Exchange Notes, as the
         case may be, equal in principal amount to the Notes of such Holder so
         accepted for exchange.

                  The Exchange Notes and the Private Exchange Notes may be
issued under (i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture, which in either event shall provide that (1) the
Exchange Notes shall not be subject to the transfer restrictions set forth in
the Indenture and (2) the Private Exchange Notes shall be subject to the
transfer restrictions set forth in the Indenture. The Indenture or such
indenture shall provide that the Exchange Notes, the Private Exchange Notes and
the Notes not exchanged in the Exchange Offer shall vote and consent together on
all matters as one class and that neither the Exchange Notes, the Private
Exchange Notes or such Notes will have the right to vote or consent as a
separate class on any matter.

                  (c) If (i) the Issuer and the Company are not permitted to
file the Exchange Offer Registration Statement or to consummate the Exchange
Offer because the Exchange Offer is not permitted by any applicable law or in
currently prevailing interpretations of the staff of the Commission or (ii) any
holder of a Note notifies the Issuer and the Company that (A) due to a change in
law or policy it is not entitled to participate in the Exchange Offer, (B) due

<PAGE>
                                      -8-


to a change in law or policy it may not resell Exchange Notes acquired by it in
the Exchange Offer to the public without delivering a prospectus and the
prospectus contained in the Exchange Registration Statement is not appropriate
or available for such resales by such holder or (C) it owns Notes (including any
Initial Purchaser that holds Notes as part of an unsold allotment from the
original offering of the Notes) acquired directly from the Issuer or an
affiliate of the Issuer or (iii) any holder of Private Exchange Notes so
requests after the consummation of the Private Exchange or (iv) the Issuer and
the Company have not consummated the Exchange Offer within 210 days after the
Issue Date (each such event referred to in clauses (i) through (iv), a "Shelf
Filing Event"), then the Issuer and the Company shall promptly deliver written
notice thereof (the "Shelf Notice") to the Holders and the Trustee and shall
file a Shelf Registration pursuant to Section 3 hereof.

3.       Shelf Registration

                  If a Shelf Notice is delivered as contemplated by Section 2(c)
hereof, then:

                  (a) Shelf Registration. The Issuer and the Company shall as
promptly as reasonably practicable file with the SEC a Registration Statement
for an offering to be made on a continuous basis pursuant to Rule 415 covering
all of the Registrable Notes (the "Shelf Registration"). If the Issuer and the
Company shall not have yet filed an Exchange Registration Statement, the Issuer
and the Company shall use their reasonable best efforts to file with the SEC the
Shelf Registration on or prior to the Filing Date. The Shelf Registration shall
be on Form S-1 or another appropriate form permitting registration of such
Registrable Notes for resale by Holders in the manner or manners designated by
them (including, without limitation, one or more underwritten offerings). The
Issuer and the Company shall not permit any securities other than the
Registrable Notes and related securities to be included in the Shelf
Registration.

                  The Issuer and the Company shall use their reasonable best
efforts to cause the Shelf Registration to be declared effective under the
Securities Act on or prior to the Effectiveness Date and to keep the Shelf
Registration continuously effective under the Securities Act until the date that
is two years (or such shorter period as may be established by any amendment to
the two year period set forth in Rule 144(k) under the Securities Act) from the
Issue Date (the "Effectiveness Period"), or such shorter period ending when all
Registrable Notes covered by the Shelf Registration have been sold in the manner
set forth and as contemplated in the Shelf Registration; provided, however, that
no Holder shall be entitled to be named as a selling securityholder in the Shelf
Registration or to use the Prospectus forming a part thereof for resales of
Registrable Securities unless such Holder has provided the Issuers within 10
Business Days after receipt of a request therefor, with the information required
by Sections 5(v) and 5(w), as applicable.

<PAGE>
                                      -9-


                  (b) Withdrawal of Stop Orders. If the Shelf Registration
ceases to be effective for any reason at any time during the Effectiveness
Period (other than because of the sale of all of the securities registered
thereunder), the Issuer and the Company shall use their reasonable best efforts
to obtain the prompt withdrawal of any order suspending the effectiveness
thereof.

                  (c) Supplements and Amendments. The Issuer and the Company
shall promptly supplement and amend the Shelf Registration if required by the
rules, regulations or instructions applicable to the registration form used for
such Shelf Registration, if required by the Securities Act, or if reasonably
requested by the Holders of a majority in aggregate principal amount of the
Registrable Notes covered by such Registration Statement or by any underwriter
of such Registrable Notes; provided, that all requesting Holders have provided
the Issuer and the Company with the information required by Section 5(v).

4.       Additional Interest

                  (a) The Issuer and the Company and the Initial Purchasers
agree that the Holders of Registrable Notes will suffer damages if the Issuer
and the Company fail to fulfill their respective obligations under Section 2 or
Section 3 hereof and that it would not be feasible to ascertain the extent of
such damages with precision. Accordingly, the Issuer agrees to pay as liquidated
damages, additional interest on the Notes (the "Additional Interest") under the
circumstances and to the extent as follows (without duplication):

         (i) if (A) neither the Exchange Registration Statement nor the Shelf
         Registration Statement has been filed with the SEC on or prior to the
         Filing Date or (B) notwithstanding that the Issuer and the Company have
         consummated or will consummate an Exchange Offer, the Issuer and the
         Company are required to file a Shelf Registration Statement and such
         Shelf Registration Statement is not filed on or prior to the Filing
         Date applicable thereto, then commencing on the day after either such
         required filing date, Additional Interest shall accrue on the principal
         amount of the Notes at a rate of 0.25% per annum for the first 90 days
         immediately following each such filing date, such Additional Interest
         rate increasing by an additional 0.25% per annum at the beginning of
         each subsequent 90 day period; or

         (ii) if (A) neither the Exchange Registration Statement nor the Shelf
         Registration Statement has been declared effective on or prior to 180
         days after the Issue Date or (B) notwithstanding that the Issuer and
         the Company have consummated or will consummate an Exchange Offer, the
         Issuer and the Company are required to file a Shelf Registration
         Statement and such Shelf Registration Statement is not declared
         effective by the SEC on or prior to the 90th day following the date
         such Shelf Registration Statement was filed, then, commencing on the
         first day after the 180th day

<PAGE>
                                      -10-


         following the Issue Date or the day after the 90th day such Shelf
         Registration Statement was filed, as the case may be, Additional
         Interest shall accrue on the principal amount of the Notes at a rate of
         0.25% per annum for the first 90 days immediately following such date,
         such Additional Interest rate increasing by an additional 0.25% per
         annum at the beginning of each subsequent 90-day period; or;

         (iii) if (A) the Issuer and the Company have not exchanged the Exchange
         Notes for all Notes validly tendered in accordance with the terms of
         the Exchange Offer on or prior to the 210th day after the Issue Date or
         (B) if applicable, the Shelf Registration Statement has been declared
         effective and such Shelf Registration Statement ceases to be effective
         at any time prior to the second anniversary of its effective date
         (other than after such time as all Notes have been disposed of
         thereunder), then Additional Interest shall accrue on the principal
         amount of the Notes at a rate of 0.25% per annum for the first 90 days
         commencing on (x) the 211th day after the Issue Date, in the case of
         (A) above, or (y) the day such Shelf Registration Statement ceases to
         be effective in the case of (B) above, such Additional Interest rate by
         increasing by an additional 0.25% per annum at the beginning of each
         subsequent 90-day period;

                  provided, however, that the Additional Interest rate on the
         Notes may not exceed in the aggregate 1.0% per annum; provided,
         further, however, that (1) upon the filing of the Exchange Registration
         Statement or a Shelf Registration Statement (in the case of Section
         4(a)(i)), (2) upon the effectiveness of the Exchange Registration
         Statement or Shelf Registration Statement (in the case of Section
         4(a)(ii)), or (3) upon the exchange of Exchange Notes for all Notes
         tendered (in the case of Section 4(a)(iii)(A)), or upon the
         effectiveness of the Shelf Registration Statement which had ceased to
         remain effective (in the case of Section 4(a)(iii)(B)), Liquidated
         Damages on the Notes as a result of such Section, as the case may be,
         shall cease to accrue and the interest rate borne by the registrable
         notes will be reduced to the original interest rate.

                  (b) The Issuer and the Company shall notify the Trustee within
one business day after each and every date on which an event occurs in respect
of which Additional Interest is required to be paid (an "Event Date"). Any
amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of
this Section 4 will be payable in cash semiannually on each February 15 and
August 15 (to the holders of record on February 1 and August 1), commencing with
the first such date occurring after any such Additional Interest commences to
accrue. The amount of Additional Interest will be determined by multiplying the
applicable Additional Interest rate by the principal amount of the Registrable
Notes, multiplied by a fraction, the numerator of which is the number of days
such Additional Interest rate was applicable during such period (determined on
the basis of a 360-day year comprised of twelve 30-day

<PAGE>
                                      -11-


months and, in the case of a partial month, the actual number of days elapsed),
and the denominator of which is 360.

5.       Registration Procedures

                  In connection with the filing of any Registration Statement
pursuant to Sections 2 or 3 hereof, the Issuer and the Company shall effect such
registrations to permit the sale of the securities covered thereby in accordance
with the intended method or methods of disposition thereof, and pursuant thereto
and in connection with any Registration Statement filed by the Issuer and the
Company hereunder, the Issuer and the Company shall:

                  (a) Prepare and file with the SEC on or prior to the Filing
         Date, a Registration Statement or Registration Statements as prescribed
         by Sections 2 or 3 hereof, and use their reasonable best efforts to
         cause each such Registration Statement to become effective and remain
         effective as provided herein; provided, however, that, if (1) such
         filing is pursuant to Section 3 hereof or (2) a Prospectus contained in
         an Exchange Registration Statement filed pursuant to Section 2 hereof
         is required to be delivered under the Securities Act by any
         Participating Broker-Dealer who seeks to sell Exchange Notes during the
         Applicable Period, before filing any Registration Statement or
         Prospectus or any amendments or supplements thereto, the Issuer and the
         Company shall furnish to and afford the Holders of the Registrable
         Notes covered by such Registration Statement or each such Participating
         Broker-Dealer, as the case may be, their counsel and the managing
         underwriters, if any, a reasonable opportunity to review copies of all
         such documents (including copies of any documents to be incorporated by
         reference therein and all exhibits thereto) proposed to be filed (in
         each case at least two business days prior to such filing). The Issuer
         and the Company shall not file any Registration Statement or Prospectus
         or any amendments or supplements thereto if the Holders of a majority
         in aggregate principal amount of the Registrable Notes covered by such
         Registration Statement, or any such Participating Broker-Dealer, as the
         case may be, or their counsel, or the managing underwriters, if any,
         shall reasonably object on a timely basis; provided, however, that if
         the Issuers' and the Company's failure to file a Registration Statement
         or Prospectus, or any amendments or supplements thereto, in the
         applicable time periods as set forth in Section 4, is based upon such
         an objection, no Additional Interest shall accrue.

                  (b) Prepare and file with the SEC such amendments and
         post-effective amendments to each Shelf Registration or Exchange
         Registration Statement, as the case may be, as may be necessary to keep
         such Registration Statement continuously effective for the
         Effectiveness Period or the Applicable Period, as the case may be;
         cause the related Prospectus to be supplemented by any prospectus
         supplement required by applicable law, and as so supplemented to be
         filed pursuant to Rule 424 (or any similar

<PAGE>
                                      -12-


         provisions then in force) promulgated under the Securities Act; and
         comply in all material respects with the provisions of the Securities
         Act and the Exchange Act applicable to it with respect to the
         disposition of all securities covered by such Registration Statement as
         so amended or in such Prospectus as so supplemented and with respect to
         the subsequent resale of any securities being sold by a Participating
         Broker-Dealer covered by any such Prospectus; the Issuer and the
         Company shall be deemed not to have used their reasonable best efforts
         to keep a Registration Statement effective during the Applicable Period
         if the Issuer and the Company voluntarily take any action that would
         result in selling Holders of the Registrable Notes covered thereby or
         Participating Broker-Dealers seeking to sell Exchange Notes not being
         able to sell such Registrable Notes or such Exchange Notes during that
         period, unless such action is required by applicable law or unless the
         Issuer and the Company comply in all material respects with this
         Agreement, including without limitation, the provisions of paragraphs
         5(k) and (w) hereof.

                  (c) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof or (2) a Prospectus contained in an Exchange Registration
         Statement filed pursuant to Section 2 hereof is required to be
         delivered under the Securities Act by any Participating Broker-Dealer
         who seeks to sell Exchange Notes during the Applicable Period, notify
         the selling Holders of Registrable Notes (with respect to the
         Registration Statement filed pursuant to Section 3 hereof), or each
         such Participating Broker-Dealer, as the case may be, their counsel and
         the managing underwriters, if any, promptly (but in any event within
         two business days) and confirm such notice in writing, (i) when a
         Prospectus or any Prospectus supplement or post-effective amendment has
         been filed, and, with respect to a Registration Statement or any
         post-effective amendment, when the same has become effective under the
         Securities Act (including in such notice a written statement that any
         Holder may, upon written request, obtain, at the sole expense of the
         Issuer and the Company, one conformed copy of such Registration
         Statement or post-effective amendment including financial statements
         and schedules, documents incorporated or deemed to be incorporated by
         reference and exhibits), (ii) of the issuance by the SEC of any stop
         order suspending the effectiveness of a Registration Statement or of
         any order preventing or suspending the use of any preliminary
         prospectus or the initiation of any proceedings for that purpose, (iii)
         of the receipt by the Issuer or the Company of any notification with
         respect to the suspension of the qualification or exemption from
         qualification of a Registration Statement or any of the Registrable
         Notes or the Exchange Notes to be sold by any Participating
         Broker-Dealer for offer or sale in any jurisdiction, or the initiation
         or written threat of any proceeding for such purpose, (iv) of the
         happening of any event, the existence of any condition or any
         information becoming known that makes any statement made in such
         Registration Statement or related Prospectus or any document
         incorporated or deemed

<PAGE>
                                      -13-


         to be incorporated therein by reference untrue in any material respect
         or that requires the making of any material changes in or amendments or
         supplements to such Registration Statement, Prospectus or documents so
         that, in the case of the Registration Statement, it will not contain
         any untrue statement of a material fact or omit to state any material
         fact required to be stated therein or necessary to make the statements
         therein not misleading, and that in the case of the Prospectus, it will
         not contain any untrue statement of a material fact or omit to state
         any material fact required to be stated therein or necessary to make
         the statements therein, in the light of the circumstances under which
         they were made, not misleading and (v) of the Issuer or the Company's
         determination that a post-effective amendment to a Registration
         Statement would be appropriate.

                  (d) Use its reasonable best efforts to prevent the issuance of
         any order suspending the effectiveness of a Registration Statement or
         of any order preventing or suspending the use of a Prospectus or
         suspending the qualification (or exemption from qualification) of any
         of the Registrable Notes or the Exchange Notes for sale in any
         jurisdiction and, if any such order is issued, to use its best efforts
         to obtain the withdrawal of any such order at the earliest possible
         moment.

                  (e) If a Shelf Registration is filed pursuant to Section 3 and
         if requested by the managing underwriter or underwriters, if any, or
         the Holders of a majority in aggregate principal amount of the
         Registrable Notes being sold in connection with an underwritten
         offering, (i) promptly incorporate in a prospectus supplement or
         post-effective amendment such information as the managing underwriter
         or underwriters, if any, such Holders or counsel for any of them
         determine is reasonably necessary to be included therein, (ii) make all
         required filings of such prospectus supplement or such post-effective
         amendment as soon as practicable after the Issuer and the Company have
         received notification of the matters to be incorporated in such
         prospectus supplement or post-effective amendment and (iii) supplement
         or make amendments to such Registration Statement, provided, however,
         that the Issuer and the Company shall not be required to take any
         action pursuant to this Section 5(e) that would, in the opinion of
         counsel for the Company and Issuer, violate applicable law.

                  (f) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof or (2) a Prospectus contained in an Exchange Registration
         Statement filed pursuant to Section 2 hereof is required to be
         delivered under the Securities Act by any Participating Broker-Dealer
         who seeks to sell Exchange Notes during the Applicable Period, furnish
         to each selling Holder of Registrable Notes who so requests and to each
         such Participating Broker-Dealer who so requests and to their
         respective counsel and each managing underwriter, if any, at the sole
         expense of the Issuer and the Company, one conformed copy of the
         Registration Statement or Registration Statements and each
         post-effective

<PAGE>
                                      -14-


         amendment thereto, including financial statements and schedules and, if
         requested, all documents incorporated or deemed to be incorporated
         therein by reference and all exhibits.

                  (g) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof or (2) a Prospectus contained in an Exchange Registration
         Statement filed pursuant to Section 2 hereof is required to be
         delivered under the Securities Act by any Participating Broker-Dealer
         who seeks to sell Exchange Notes during the Applicable Period, deliver
         to each selling Holder of Registrable Notes, or each such Participating
         Broker-Dealer, as the case may be, their respective counsel and the
         underwriters, if any, at the sole expense of the Issuer and the
         Company, as many copies of the Prospectus or Prospectuses (including
         each form of preliminary prospectus) and each amendment or supplement
         thereto and any documents incorporated by reference therein as such
         Persons may reasonably request; and, subject to Section 5(w), the
         Issuer and the Company hereby consent to the use of such Prospectus and
         each amendment or supplement thereto by each of the selling Holders of
         Registrable Notes or each such Participating Broker-Dealer, as the case
         may be, and the underwriters or agents, if any, and dealers, if any, in
         connection with the offering and sale of the Registrable Notes covered
         by, or the sale by Participating Broker-Dealers of the Exchange Notes
         pursuant to, such Prospectus and any amendment or supplement thereto.

                  (h) Prior to any public offering of Registrable Notes or
         Exchange Notes or any delivery of a Prospectus contained in the
         Exchange Registration Statement by any Participating Broker-Dealer who
         seeks to sell Exchange Notes during the Applicable Period, use their
         reasonable best efforts to register or qualify and to cooperate with
         the selling Holders of Registrable Notes or each such Participating
         Broker-Dealer, as the case may be, the managing underwriter or
         underwriters, if any, and their respective counsel in connection with
         the registration or qualification (or exemption from such registration
         or qualification) of such Registrable Notes for offer and sale under
         the securities or Blue Sky laws of such jurisdictions within the United
         States as any selling Holder, Participating Broker-Dealer or the
         managing underwriter or underwriters reasonably request in writing;
         provided, however, that where Exchange Notes held by Participating
         Broker-Dealers or Registrable Notes are offered other than through an
         underwritten offering, the Issuer and the Company agree to cause their
         respective counsel to perform Blue Sky investigations and file
         registrations and qualifications required to be filed pursuant to this
         Section 5(h); keep each such registration or qualification (or
         exemption therefrom) effective during the period such Registration
         Statement is required to be kept effective and do any and all other
         acts or things reasonably necessary or advisable to enable the
         disposition in such jurisdictions of the Exchange Notes held by
         Participating Broker-Dealers or the Registrable Notes covered by the

<PAGE>
                                      -15-


         applicable Registration Statement; provided, however, that neither the
         Issuer nor the Company shall be required to (A) qualify generally to do
         business in any jurisdiction where it is not then so qualified, (B)
         take any action that would subject it to general service of process in
         any such jurisdiction where it is not then so subject, (C) subject
         itself to taxation in any such jurisdiction where it is not then so
         subject, or (D) make any change to its respective certificate of
         incorporation or bylaws (or similar organizational documents) or any
         agreement between it and its shareholders.

                  (i) If a Shelf Registration is filed pursuant to Section 3
         hereof, cooperate with the selling Holders of Registrable Notes and the
         managing underwriter or underwriters, if any, to facilitate the timely
         preparation and delivery of certificates representing Registrable Notes
         to be sold, which certificates shall not bear any restrictive legends
         and shall be in a form eligible for deposit with The Depository Trust
         Company; and enable such Registrable Notes to be in such denominations
         and registered in such names as the managing underwriter or
         underwriters, if any, or Holders may reasonably request.

                  (j) Use their reasonable best efforts to cause the Registrable
         Notes covered by the Registration Statement to be registered with or
         approved by such other governmental agencies or authorities as may be
         necessary to enable the Holders thereof or the underwriter or
         underwriters, if any, to consummate the disposition of such Registrable
         Notes, except as may be required solely as a consequence of the nature
         of such selling Holder's business, in which case the Company will
         cooperate in all reasonable respects with the filing of such
         Registration Statement and the granting of such approvals.

                  (k) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof or (2) a Prospectus contained in an Exchange Registration
         Statement filed pursuant to Section 2 hereof is required to be
         delivered under the Securities Act by any Participating Broker-Dealer
         who seeks to sell Exchange Notes during the Applicable Period, upon the
         occurrence of any event contemplated by paragraph 5(c)(iv) or 5(c)(v),
         hereof, as promptly as practicable prepare and (subject to Section 5(a)
         hereof) file with the SEC, at the Issuer's and the Company's sole
         expense, a supplement or post-effective amendment to the Registration
         Statement or a supplement to the related Prospectus or any document
         incorporated or deemed to be incorporated therein by reference, or file
         any other required document so that, as thereafter delivered to the
         purchasers of the Registrable Notes being sold thereunder or to the
         purchasers of the Exchange Notes to whom such Prospectus will be
         delivered by a Participating Broker-Dealer, any such Prospectus 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, in the light of the circumstances under which they
         were made, not misleading.

<PAGE>
                                      -16-


                  (l) Use their reasonable best efforts to cause the Registrable
         Notes covered by a Registration Statement or the Exchange Notes, as the
         case may be, to be rated with the appropriate rating agencies, if so
         requested by the Holders of a majority in aggregate principal amount of
         Registrable Notes covered by such Registration Statement or the
         Exchange Notes, as the case may be, or the managing underwriter or
         underwriters, if any.

                  (m) Prior to the effective date of the first Registration
         Statement relating to the Registrable Notes, (i) provide the Trustee
         with certificates for the Registrable Notes or Exchange Notes, as the
         case may be, in a form eligible for deposit with The Depository Trust
         Company and (ii) provide a CUSIP number for the Registrable Notes or
         Exchange Notes, as the case may be.

                  (n) In connection with any underwritten offering of
         Registrable Notes pursuant to a Shelf Registration, enter into an
         underwriting agreement as is customary in underwritten offerings of
         debt securities similar to the Notes and take all such other actions as
         are reasonably requested by the managing underwriter or underwriters in
         order to expedite or facilitate the registration or the disposition of
         such Registrable Notes and, in such connection, (i) make such
         representations and warranties to, and covenants with, the underwriters
         with respect to the business of the Company and its subsidiaries
         (including any acquired business, properties or entity, if applicable)
         and the Issuer and the Registration Statement, Prospectus and
         documents, if any, incorporated or deemed to be incorporated by
         reference therein, in each case, as are customarily made by issuers to
         underwriters in underwritten offerings of debt securities similar to
         the Notes, and confirm the same in writing if and when requested; (ii)
         obtain the written opinions of counsel to each of the Company and the
         Issuer, as the case may be, and written updates thereof in form, scope
         and substance reasonably satisfactory to the managing underwriter or
         underwriters, addressed to the underwriters covering the matters
         customarily covered in opinions requested in underwritten offerings of
         debt similar to the Notes and such other matters as may be reasonably
         requested by the managing underwriter or underwriters; (iii) obtain
         "cold comfort" letters and updates thereof in form, scope and substance
         reasonably satisfactory to the managing underwriter or underwriters
         from the independent certified public accountants of the Company and
         the Issuer (and, if necessary, any other independent certified public
         accountants of any subsidiary of the Company or of any business
         acquired by the Company for which financial statements and financial
         data are, or are required to be, included or incorporated by reference
         in the Registration Statement), addressed to each of the underwriters,
         such letters to be in customary form and covering matters of the type
         customarily covered in "cold comfort" letters in connection with
         underwritten offerings of debt securities similar to the Notes and such
         other matters as reasonably requested by
<PAGE>
                                      -17-


         the managing underwriter or underwriters; and (iv) if an underwriting
         agreement is entered into, the same shall contain indemnification
         provisions and procedures no less favorable than those set forth in
         Section 7 hereof (or such other provisions and procedures acceptable to
         Holders of a majority in aggregate principal amount of Registrable
         Notes covered by such Registration Statement and the managing
         underwriter or underwriters or agents) with respect to all parties to
         be indemnified pursuant to said Section. The above shall be done at
         each closing under such underwriting agreement, or as and to the extent
         required thereunder.

                  (o) If (1) a Shelf Registration is filed pursuant to Section 3
         hereof or (2) a Prospectus contained in an Exchange Registration
         Statement filed pursuant to Section 2 hereof is required to be
         delivered under the Securities Act by any Participating Broker-Dealer
         who seeks to sell Exchange Notes during the Applicable Period, make
         available for inspection by any selling Holder of such Registrable
         Notes being sold, or each such Participating Broker-Dealer, as the case
         may be, any underwriter participating in any such disposition of
         Registrable Notes, if any, and any attorney, accountant or other agent
         retained by any such selling Holder or each such Participating
         Broker-Dealer, as the case may be, or underwriter (collectively, the
         "Inspectors"), at the offices where normally kept, during reasonable
         business hours and upon reasonable advance notice all relevant
         financial and other records, pertinent corporate documents and
         instruments of the Company and its subsidiaries and the Issuer
         (collectively, the "Records") as shall be reasonably necessary to
         enable them to exercise any applicable due diligence responsibilities,
         and cause the respective officers, directors and employees of the
         Company and its subsidiaries and the Issuer to supply all information
         reasonably requested by any such Inspector in connection with such
         Registration Statement. Any such access granted to the Inspectors under
         this Section 5(o) shall be subject to the prior receipt by the Company
         and the Issuer of written undertakings to preserve the confidentiality
         of any information deemed by the Company or the Issuer to be
         confidential in form and substance reasonably satisfactory to the
         Company or the Issuer. Records that the Company or the Issuer
         determines, in good faith, to be confidential and any Records that they
         notify the Inspectors are confidential shall not be disclosed by the
         Inspectors unless (i) the Issuer or the Company in their sole
         discretion based on advice of counsel determine that disclosure of such
         Records is necessary to avoid or correct a misstatement or omission in
         such Registration Statement, (ii) the release of such Records is
         ordered pursuant to a subpoena or other order from a court of competent
         jurisdiction, (iii) disclosure of such information is, in the opinion
         of counsel for any Inspector, necessary or advisable in connection with
         any action, claim, suit or proceeding, directly or indirectly,
         involving or potentially involving such Inspector and arising out of,
         based upon, relating to or involving this Agreement or any transactions
         contemplated hereby or arising hereunder or (iv) the information in
         such
<PAGE>
                                      -18-


         Records has been made generally available to the public. Each selling
         Holder of such Registrable Securities and each such Participating
         Broker-Dealer will be required to agree that information obtained by it
         as a result of such inspections shall be deemed confidential and shall
         not be used by it as the basis for any market transactions in the
         securities of the Issuer or the Company unless and until such
         information is generally available to the public. Each selling Holder
         of such Registrable Notes and each such Participating Broker-Dealer
         will be required to further agree that it will, upon learning that
         disclosure of such Records is sought in a court of competent
         jurisdiction, give notice to the Company or the Issuer, as applicable,
         and allow the Company or the Issuer, as applicable, to undertake
         appropriate action to prevent disclosure of the Records deemed
         confidential at the Company's or the Issuer's, as applicable, sole
         expense.

                  (p) Provide an indenture trustee for the Registrable Notes or
         the Exchange Notes, as the case may be, and cause the Indenture or the
         trust indenture provided for in Section 2(a) hereof, as the case may
         be, to be qualified under the TIA not later than the effective date of
         the Exchange Offer or the first Registration Statement relating to the
         Registrable Notes; and in connection therewith, cooperate with the
         trustee under any such indenture and the Holders of the Registrable
         Notes, to effect such changes to such indenture as may be required for
         such indenture to be so qualified in accordance with the terms of the
         TIA; and execute, and use its reasonable best efforts to cause such
         trustee to execute, all documents as may be required to effect such
         changes and all other forms and documents required to be filed with the
         SEC to enable such indenture to be so qualified in a timely manner.

                  (q) Comply in all material respects with all applicable rules
         and regulations of the SEC and make generally available to its
         securityholders earning statements satisfying the provisions of Section
         11(a) of the Securities Act and Rule 158 thereunder (or any similar
         rule promulgated under the Securities Act) no later than 45 days after
         the end of any fiscal quarter (or 90 days after the end of any fiscal
         year) (i) commencing at the end of any fiscal quarter in which
         Registrable Notes are sold to underwriters in a firm commitment or best
         efforts underwritten offering and (ii) if not sold to underwriters in
         such an offering, commencing on the first day of the first fiscal
         quarter of the Company and the Issuer after the effective date of a
         Registration Statement, which statements shall cover said fiscal
         periods.

                  (r) Upon consummation of an Exchange Offer or a Private
         Exchange, obtain an opinion of counsel to the Issuer, who may, at the
         Issuer's election, be internal counsel to the Issuer, in a form
         customary for underwritten transactions, addressed to the Trustee for
         the benefit of all Holders of Registrable Notes participating in the
         Exchange Offer or the Private Exchange, as the case may be, that the
         Exchange Notes or Private Exchange Notes, as the case may be, and the
         related indenture constitute legal,

<PAGE>
                                      -19-


         valid and binding obligations of the Issuer, enforceable against the
         Issuer in accordance with its respective terms, subject to customary
         exceptions and qualifications.

                  (s) If an Exchange Offer or a Private Exchange is to be
         consummated, upon delivery of the Registrable Notes by Holders to the
         Company or the Issuer (or to such other Person as directed by the
         Issuer or the Company) in exchange for the Exchange Notes or the
         Private Exchange Notes, as the case may be, the Issuer shall mark, or
         cause to be marked, on such Registrable Notes that such Registrable
         Notes are being cancelled in exchange for the Exchange Notes or the
         Private Exchange Notes, as the case may be; in no event shall such
         Registrable Notes be marked as paid or otherwise satisfied.

                  (t) Cooperate with each seller of Registrable Notes covered by
         any Registration Statement and each underwriter, if any, participating
         in the disposition of such Registrable Notes and their respective
         counsel in connection with any filings required to be made with the
         National Association of Securities Dealers, Inc. (the "NASD").

                  (u) Use its reasonable best efforts to take all other steps
         necessary or advisable to effect the registration of the Registrable
         Notes covered by a Registration Statement contemplated hereby.

                  (v) The Company and the Issuer may require each seller of
         Registrable Notes as to which any registration is being effected to
         furnish in writing to the Company and the Issuer such information
         regarding such seller and the distribution of such Registrable Notes as
         the Company and the Issuer may, from time to time, reasonably request.
         The Company and the Issuer may exclude from such registration the
         Registrable Notes of any seller who fails to furnish such information
         within a reasonable time (but no later than 5 business days) after
         receiving such request and in such event shall have no further
         obligation under this Agreement (including, without limitation,
         obligations under Section 4 hereof) with respect to such seller or any
         subsequent holder of such Registrable Notes. Each seller as to which
         any Shelf Registration is being effected agrees to furnish promptly to
         the Company and the Issuer all information required to be disclosed in
         order to make the information previously furnished to the Company and
         the Issuer by such seller not materially misleading.

                  (w) Each Holder of Registrable Notes and each Participating
         Broker-Dealer agrees by acquisition of such Registrable Notes or
         Exchange Notes to be sold by such Participating Broker-Dealer, as the
         case may be, that, upon actual receipt of any notice from the Company
         or the Issuer of the happening of any event of the kind described in
         Sections 5(c)(ii), 5(c)(iv) or 5(c)(v) hereof, such Holder will
         forthwith discontinue disposition of such Registrable Notes covered by
         such Registration Statement or
<PAGE>
                                      -20-


         Prospectus or Exchange Notes to be sold by such Holder or Participating
         Broker-Dealer, as the case may be, until such Holder's or Participating
         Broker-Dealer's receipt of the copies of the supplemented or amended
         Prospectus contemplated by Section 5(k) hereof, or until it is advised
         in writing (the "Advice") by the Company and the Issuer that the use of
         the applicable Prospectus may be resumed, and has received copies of
         any amendments or supplements thereto. In the event that the Company or
         the Issuer shall give any such notice, each of the Effectiveness Period
         and the Applicable Period shall be extended by the number of days
         during such periods from and including the date of the giving of such
         notice to and including the date when each seller of Registrable Notes
         covered by such Registration Statement or Exchange Notes to be sold by
         such Participating Broker-Dealer, as the case may be, shall have
         received (x) the copies of the supplemented or amended Prospectus
         contemplated by Section 5(k) hereof or (y) the Advice. Each holder of
         Registrable Notes agrees that the Issuer and the Company has the right
         to require such holders to discontinue dispositions for up to 90 days
         if the Issuer and the Company gives notice of a material non-public
         acquisition or event; provided, however, that each holder shall be
         subject to the hold-back restrictions of this Section 5 only twice
         during the term of this Agreement. During any such discontinuance, no
         Additional Interest shall accrue or otherwise be payable to the
         Holders.

                  In the event of a Shelf Registration, in addition to the
information required to be provided by each selling Holder in accordance with
the preceding paragraph, the Issuer and the Company may require such selling
Holder to furnish to the Issuer and the Company such additional information
regarding such selling Holder and such selling Holder's intended method of
distribution of Registrable Notes as may be required in order to comply with the
Securities Act. Each such selling Holder agrees to notify the Issuer and the
Company as promptly as practicable of any inaccuracy or change in information
previously furnished by such selling Holder to the Issuer and the Company or of
the occurrence of any event in either case as a result of which any prospectus
relating to such Shelf Registration contains or would contain an untrue
statement of a material fact regarding such selling Holder or such selling
Holder's intended method of disposition of such Registrable Notes required to be
stated or necessary to make the statements therein not misleading in light of
the circumstances then existing, and promptly to furnish to the Issuer and the
Company any additional information required to correct and update any previously
furnished information or required so that such prospectus shall not contain,
with respect to such selling Holder or the disposition of such Registrable
Notes, an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statement therein not
misleading in light of the circumstances then existing.

<PAGE>
                                      -21-


6.       Registration Expenses

                  All fees and expenses incident to the performance of or
compliance with this Agreement by the Issuer and the Company (other than
underwriting discounts or commissions) shall be borne by the Issuer and the
Company whether or not the Exchange Offer or a Shelf Registration is filed or
becomes effective, including, without limitation, (i) all registration and
filing fees including, without limitation, (A) fees with respect to filings
required to be made with the NASD in connection with an underwritten offering
and (B) reasonable fees and expenses of compliance with state securities or Blue
Sky laws (including, without limitation, reasonable fees and disbursements of
counsel in connection with Blue Sky qualifications of the Registrable Notes or
Exchange Notes and determination of the eligibility of the Registrable Notes or
Exchange Notes for investment under the laws of such jurisdictions (x) where the
holders of Registrable Notes are located, in the case of the Exchange Notes, or
(y) as provided in Section 5(h) hereof, in the case of Registrable Notes or
Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable
Period)), (ii) printing expenses, including, without limitation, expenses of
printing certificates for Registrable Notes or Exchange Notes in a form eligible
for deposit with The Depository Trust Company and of printing prospectuses if
the printing of prospectuses is requested by the managing underwriter or
underwriters, if any, by the Holders of a majority in aggregate principal amount
of the Registrable Notes included in any Registration Statement or sold by any
Participating Broker-Dealer, as the case may be, (iii) reasonable messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the
Company and the Issuer and fees and disbursements of not more than one special
counsel for the sellers of Registrable Notes, (v) fees and disbursements of all
independent certified public accountants referred to in Section 5(n)(iii) hereof
(including, without limitation, the expenses of any special audit and "cold
comfort" letters required by or incident to such performance), (vi) rating
agency fees, if any, and any fees associated with making the Registrable Notes
or Exchange Notes eligible for trading through the Depository Trust Company,
(vii) Securities Act liability insurance, if the Issuer or the Company desire
such insurance, (viii) fees and expenses of all other Persons retained by the
Issuer and the Company, (ix) internal expenses of the Issuer and the Company
(including, without limitation, all salaries and expenses of officers and
employees of the Issuer or the Company performing legal or accounting duties),
(x) the expense of any annual audit, (xi) the fees and expenses incurred in
connection with the listing of the securities to be registered on any securities
exchange, if applicable, and (xii) the expenses relating to printing, word
processing and distributing of all Registration Statements, underwriting
agreements, securities sales agreements, indentures and any other documents
necessary to comply with this Agreement.

7.       Indemnification

                  (a) The Issuer and the Company, severally and not jointly,
agree to indemnify and hold harmless each Holder of Registrable Notes offered
pursuant to a Shelf
<PAGE>
                                      -22-


Registration Statement and each Participating Broker-Dealer selling Exchange
Notes during the Applicable Period, the officers and directors of each such
Person or its affiliates, and each other Person, if any, who controls any such
Person or its affiliates within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act (each, a "Participant"), from
and against any and all losses, claims, damages and liabilities (including,
without limitation, the reasonable legal fees and other expenses actually
incurred in connection with any suit, action or proceeding or any claim
asserted) caused by, arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement pursuant to which the offering of such Registrable Notes or Exchange
Notes, as the case may be, is registered (or any amendment thereto) or related
Prospectus (or any amendments or supplements thereto) or any related preliminary
prospectus, or caused by, arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that the Issuer
and the Company will not be required to indemnify a Participant if (i) such
losses, claims, damages or liabilities are caused by any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with information relating to any Participant furnished to the Issuer
and the Company in writing by or on behalf of such Participant expressly for use
therein or (ii) if such Participant sold to the person asserting the claim the
Registrable Notes or Exchange Notes that are the subject of such claim and such
untrue statement or omission or alleged untrue statement or omission was
contained or made in any preliminary prospectus and corrected in the Prospectus
or any amendment or supplement thereto and the Prospectus does not contain any
other untrue statement or omission or alleged untrue statement or omission of a
material fact that was the subject matter of the related proceeding and
Participant failed to deliver or provide a copy of the Prospectus (as amended or
supplemented) to such Person with or prior to the confirmation of the sale of
such Registrable Notes or Exchange Notes sold to such Person if required by
applicable law, unless such failure to deliver or provide a copy of the
Prospectus (as amended or supplemented) was a result of noncompliance by the
Company or the Issuer, as the case may be, with Section 5 of this Agreement.

                  (b) Each Participant agrees, severally and not jointly, to
indemnify and hold harmless each of the Issuer and the Company, their respective
directors and officers and each Person who controls the Company and to Issuer
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act to the same extent as the foregoing indemnity from the Issuer and
the Company to each Participant, but only (i) with reference to information
relating to such Participant furnished to the Issuer and the Company in writing
by or on behalf of such Participant expressly for use in any Registration
Statement or Prospectus, any amendment or supplement thereto or any preliminary
prospectus or (ii) with respect to any untrue statement or representation made
by such Participant in writing to the Issuer and the Company. The liability of
any Participant under this paragraph shall in no event exceed the

<PAGE>
                                      -23-


proceeds received by such Participant from sales of Registrable Notes or
Exchange Notes giving rise to such obligations.

                  (c) If any suit, action, proceeding (including any
governmental or regulatory investigation), claim or demand shall be brought or
asserted against any Person in respect of which indemnity may be sought pursuant
to either of the two preceding paragraphs, such Person (the "Indemnified
Person") shall promptly notify the Person against whom such indemnity may be
sought (the "Indemnifying Person") in writing, and the Indemnifying Person, upon
request of the Indemnified Person, shall retain counsel reasonably satisfactory
to the Indemnified Person to represent the Indemnified Person and any others the
Indemnifying Person may reasonably designate in such proceeding and shall pay
the reasonable fees and expenses actually incurred by such counsel related to
such proceeding; provided, however, that the failure to so notify the
Indemnifying Person shall not relieve it of any obligation or liability that it
may have hereunder or otherwise (unless and only to the extent that such failure
directly results in material prejudice to the Indemnifying Person and the
Indemnifying Person was not otherwise aware of such action or claim). In any
such proceeding, any Indemnified Person shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Person unless (i) the Indemnifying Person and the Indemnified
Person shall have mutually agreed in writing to the contrary, (ii) the
Indemnifying Person shall have failed within a reasonable period of time to
retain counsel reasonably satisfactory to the Indemnified Person or (iii) the
named parties in any such proceeding (including any impleaded parties) include
both the Indemnifying Person and the Indemnified Person and representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that, unless there
exists a conflict among Indemnified Persons, the Indemnifying Person shall not,
in connection with any one such proceeding or separate but substantially similar
related proceedings in the same jurisdiction arising out of the same general
allegations, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Indemnified Persons, and that all
such fees and expenses shall be reimbursed promptly as they are incurred,
subject to an undertaking by such Indemnified Persons that all such amounts to
which any Indemnified Person is not entitled pursuant to this Section 7, as
determined by a final non-appealable judicial determination, shall be returned
promptly to the relevant Indemnifying Persons. Any such separate firm for the
Participants and such control Persons of Participants shall be designated in
writing by Participants who sold a majority in interest of Registrable Notes and
Exchange Notes sold by all such Participants and shall be reasonably acceptable
to the Company and the Issuer and any such separate firm for the Issuer and the
Company, its respective directors, its officers and such control Persons of the
Issuer and the Company shall be designated in writing by the Issuer and the
Company. The Indemnifying Person shall not be liable for any settlement of any
proceeding effected without its prior written consent (which consent shall not
be unreasonably withheld or delayed), but if settled with such consent or if
there be a final
<PAGE>
                                      -24-



non-appealable judgment for the plaintiff for which the Indemnified Person is
entitled to indemnification pursuant to this Agreement, the Indemnifying Person
agrees to indemnify and hold harmless each Indemnified Person from and against
any loss or liability by reason of such settlement or judgment. No Indemnifying
Person shall, without the prior written consent of the Indemnified Person (which
consent shall not be unreasonably withheld or delayed), effect any settlement or
compromise of any pending or threatened proceeding in respect of which any
Indemnified Person is or could have been a party, and indemnity could have been
sought hereunder by such Indemnified Person, unless such settlement (A) includes
an unconditional written release of such Indemnified Person, in form and
substance reasonably satisfactory to such Indemnified Person, from all liability
on claims that are the subject matter of such proceeding and (B) does not
include any statement as to an admission of fault, culpability or failure to act
by or on behalf of any Indemnified Person.

                  (d) If the indemnification provided for in the first and
second paragraphs of this Section 7 is for any reason unavailable to, or
insufficient to hold harmless, an Indemnified Person in respect of any losses,
claims, damages or liabilities referred to therein, then each Indemnifying
Person under such paragraphs, in lieu of indemnifying such Indemnified Person
thereunder and in order to provide for just and equitable contribution, shall
contribute to the amount paid or payable by such Indemnified Person as a result
of such losses, claims, damages or liabilities in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Person or Persons
on the one hand and the Indemnified Person or Persons on the other in connection
with the statements or omissions or alleged statements or omissions that
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof). The relative fault of the parties 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 relates to
information supplied by the Issuer and the Company on the one hand or such
Participant or such other Indemnified Person, as the case may be, on the other,
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission, and any other equitable
considerations appropriate in the circumstances.

                  (e) The parties agree that it would not be just and equitable
if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Participants were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Person as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any reasonable legal or other expenses actually incurred by such
Indemnified Person in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 7, in no event shall a

<PAGE>
                                      -25-


Participant be required to contribute any amount in excess of the amount by
which proceeds received by such Participant from sales of Registrable Notes or
Exchange Notes, as the case may be, exceeds the amount of any damages that such
Participant has otherwise been required to pay or has paid by reason of such
untrue or alleged untrue statement or omission or alleged omission. 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 was
not guilty of such fraudulent misrepresentation.

                  (f) Any losses, claims, damages, liabilities or expenses for
which an indemnified party is entitled to indemnification or contribution under
this Section 7 shall be paid by the Indemnifying Persons to the Indemnified
Person as such losses, claims, damages, liabilities or expenses are incurred,
subject to an undertaking by such Indemnified Person that all such amounts to
which such Indemnified Person is not entitled pursuant to this Section 7, as
determined by a final non-appealable judicial determination, shall be returned
promptly to the relevant Indemnifying Persons.

                  (g) The indemnity and contribution agreements contained in
this Section 7 will be in addition to any liability that the Indemnifying
Persons may otherwise have to the Indemnified Persons referred to above.

8.       Rule 144 and 144A

                  The Issuer and the Company covenant that they will file the
reports required to be filed by them under the Securities Act and the Exchange
Act and the rules and regulations adopted by the SEC thereunder in a timely
manner in accordance with the requirements of the Securities Act and the
Exchange Act and, if at any time the Issuer or the Company is not required to
file such reports, it will, upon the request of any Holder of Registrable Notes,
make available annual reports and such information, documents and other reports
of the type specified in Sections 13 and 15(d) of the Exchange Act. The Issuer
and the Company further covenant for so long as any Registrable Notes remain
outstanding, to make available to any Holder or beneficial owner of Registrable
Notes in connection with any sale thereof and any prospective purchaser of such
Registrable Notes from such Holder or beneficial owner the information required
by Rule 144A(d)(4) under the Securities Act in order to permit resales of such
Registrable Notes pursuant to Rule 144A and take such further action as any
Holder of Registrable Notes may reasonably request and to the extent required
from time to time to enable such holder to sell Registrable Notes without
registration under the Securities Act within the limitation of the exemptions
provided by Rule 144(K) under the Securities Act.

<PAGE>
                                      -26-


9.       Underwritten Registrations

                  If any of the Registrable 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 manage the offering will
be selected by the Holders of a majority in aggregate principal amount of such
Registrable Notes included in such offering and reasonably acceptable to the
Issuer and the Company.

                  No Holder of Registrable Notes may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Notes on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

10.      Miscellaneous

                  (a) No Inconsistent Agreements. The Issuer and the Company
have not, as of the date hereof, and shall not, after the date of this
Agreement, enter into any agreement with respect to any of the Issuer's or the
Company's securities that is inconsistent with the rights granted to the Holders
of Registrable Notes in this Agreement or otherwise conflicts with the
provisions hereof. Neither the Issuer nor the Company has entered into and will
not enter into, any agreement with respect to any of their respective debt
securities that will grant to any Person piggy-back registration rights with
respect to a Registration statement.

                  (b) Adjustments Affecting Registrable Notes. Neither the
Issuer nor the Company shall, directly or indirectly, take any action with
respect to the Registrable Notes as a class that would adversely affect the
ability of the Holders of Registrable Notes to include such Registrable Notes in
a registration undertaken pursuant to this Agreement.

                  (c) Amendments and Waivers. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, otherwise than with the
prior written consent of (i) the Company and the Issuer and (ii) the Holders of
not less than a majority in aggregate principal amount of the then outstanding
Registrable Notes. Notwithstanding the foregoing, a waiver or consent to depart
from the provisions hereof with respect to a matter that relates exclusively to
the rights of Holders of Registrable Notes whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect, impair, limit or compromise the rights of other Holders of Registrable
Notes may be given by Holders of at least a majority in aggregate principal
amount of the Registrable Notes being sold by such Holders pursuant to such
Registration Statement; provided, however, that the provisions of this sentence
may not
<PAGE>
                                      -27-


be amended, modified or supplemented except in accordance with the
provisions of the immediately preceding sentence.

                  (d) Notices. All notices and other communications (including
without limitation any notices or other communications to the Trustee) provided
for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:

                  1. if to a Holder of the Registrable Notes or any
         Participating Broker-Dealer, at the most current address of such Holder
         or Participating Broker-Dealer, as the case may be, set forth on the
         records of the registrar under the Indenture, with a copy in like
         manner to the Initial Purchasers as follows:

                           DEUTSCHE BANC ALEX. BROWN INC.
                           130 Liberty Street
                           New York, New York  10006
                           Facsimile No.:  (212) 250-7200
                           Attention:  Corporate Finance Department

                  with a copy to:

                           Cahill Gordon & Reindel
                           80 Pine Street
                           New York, New York  10005
                           Facsimile No.:  (212) 269-5420
                           Attention:  William B. Gannett, Esq.

                  2. if to the Initial Purchasers, at the addresses specified in
         Section 10(d)(1);

                  3. if to the Company, at the address as follows:

                           UNIVERSAL COMPRESSION, INC.
                           4440 Brittmoore Road
                           Houston, TX 77241
                           Telephone: (713) 466-4103
                           Facsimile: (713) 466-6574

<PAGE>
                                      -28-


                  with a copy to:

                           GARDERE WYNNE SEWELL LLP
                           1000 Louisiana Street, Suite 3400
                           Houston, TX  77002
                           (713) 276-5561
                           (713) 276-6561
                           Attn: Carol Burke, Esq.

                  4. If to the Issuer to:

                           2911 Turtle Creek Blvd.
                           Dallas, TX 75219
                           Telephone:  (214) 522-7296

                  with a copy to:

                           Robert R. Veach, Jr.
                           2911 Turtle Creek Boulevard
                           Suite 1240A, Lockbox 406
                           Dallas, TX
                           Telephone:  (214) 520-7544
                           Facsimile:  (214) 520-7806

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; one business
day after being timely delivered to a next-day air courier; and when receipt is
acknowledged by the addressee, if sent by facsimile.

                  Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee at
the address and in the manner specified in such Indenture.

                  (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto; provided, however, that this Agreement shall not inure to the benefit of
or be binding upon a successor or assign of a Holder unless and to the extent
such successor or assign holds Registrable Notes. If any transferee of any
holder shall acquire Registrable Notes, in any manner, whether by operation of
law or otherwise, such Registrable Notes shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable Notes, such
person shall be conclusively deemed to have agreed to be bound by and to perform
all of the terms and provisions
<PAGE>
                                      -29-


of this Agreement, including the restrictions on resale set forth in this
Agreement and, if applicable, the Purchase Agreement, and such person shall be
entitled to receive the benefits hereof.

                  (f) Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                  (g) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or ----------------- otherwise
affect the meaning hereof.

                  (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT
TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

                  (i) Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

                  (j) Securities Held by the Issuer or the Company or Its
Affiliates. Whenever the consent or approval of Holders of a specified
percentage of Registrable Notes is required hereunder, Registrable Notes held by
the Issuer or the Company or its affiliates (as such term is defined in Rule 405
under the Securities Act) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.

                  (k) Third Party Beneficiaries. Holders of Registrable Notes
and Participating Broker-Dealers are intended third party beneficiaries of this
Agreement and this Agreement may be enforced by such Persons.

<PAGE>
                                      -30-


                  (l) Entire Agreement. This Agreement, together with the
Purchase Agreement and the Indenture, is intended by the parties as a final and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein and any and all prior
oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Initial
Purchasers on the one hand and the Issuer and the Company on the other, or
between or among any agents, representatives, parents, subsidiaries, affiliates,
predecessors in interest or successors in interest with respect to the subject
matter hereof and thereof are merged herein and replaced hereby.


<PAGE>
                                       S-1

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                               BRL UNIVERSAL EQUIPMENT
                                 2001  A, L.P.

                               By:      BRL Universal Equipment
                                        Management, Inc.,
                                        its General Partner


                               By:    Gregory C. Greene
                                      ---------------------------------
                                      Gregory C. Greene
                                      President



                               BRL UNIVERSAL EQUIPMENT CORP.


                               By:    Gregory C. Greene
                                      ---------------------------------
                                      Gregory C. Greene
                                      President



                               UNIVERSAL COMPRESSION, INC.


                               By:    /s/ Richard W. Fitzgerald
                                      ---------------------------------
                                      Richard W. Fitzgerald
                                      Senior Vice President

<PAGE>
                                      S-2


                               UNIVERSAL COMPRESSION HOLDINGS, INC.

                               By:    /s/ Richard W. Fitzgerald
                                      ----------------------------------
                                      Richard W. Fitzgerald
                                      Senior Vice President



                               DEUTSCHE BANC ALEX. BROWN INC.
                               FIRST UNION SECURITIES, INC.
                               BANC ONE CAPITAL MARKETS, INC.
                               SCOTIA CAPITAL (USA) INC.

                               By:    DEUTSCHE BANC ALEX. BROWN
                                      INC.


                               By:    /s/ Steven M. Cowan
                                      ----------------------------------
                                      Steven M. Cowan
                                      Vice President


                               By:    /s/ C. Mitchell Cox
                                      ----------------------------------
                                      C. Mitchell Cox
                                      Managing Director