<PAGE>
                                                                    EXHIBIT 10.2

                           FIRST AMENDED AND RESTATED
                             PARTICIPATION AGREEMENT

                                      among

                           UNIVERSAL COMPRESSION, INC.
                                    as Lessee

                      UNIVERSAL COMPRESSION HOLDINGS, INC.
                                  as Guarantor

                      BRL UNIVERSAL EQUIPMENT 2001 A, L.P.
                                    as Lessor

            The financial institutions listed on the signature pages
                           hereof as Tranche B Lenders

                              THE BANK OF NEW YORK,
     not in its individual capacity but as Indenture Trustee, Paying Agent,
           Transfer Agent and Registrar for the Tranche A Noteholders

                    BRL UNIVERSAL EQUIPMENT MANAGEMENT, INC.
                            as Lessor General Partner

                              BANKERS TRUST COMPANY
                as Administrative Agent and Collateral Agent for
            Tranche B Lenders and Indenture Trustee, on behalf of the
                              Tranche A Noteholders

                         DEUTSCHE BANC ALEX. BROWN INC.
                                   as Arranger

                             THE BANK OF NOVA SCOTIA
                   as Syndication Agent for Tranche B Lenders

                                  BANK ONE, NA
                  as Documentation Agent for Tranche B Lenders

                                       and

                            FIRST UNION NATIONAL BANK
                                as Managing Agent

                                October 15, 2001


              ----------------------------------------------------
                          UNIVERSAL COMPRESSION, INC.,
                            GAS COMPRESSION EQUIPMENT
                               FINANCING FACILITY
              ----------------------------------------------------


<PAGE>



                                TABLE OF CONTENTS


<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----
<S>      <C>                                                                                                   <C>
1.       Definitions and Usage....................................................................................2


1A.      Effectiveness............................................................................................2


2.       Representations and Warranties...........................................................................2

         2.1.     Lessee Representations and Warranties...........................................................2
         2.2.     Guarantor Representations and Warranties.......................................................11
         2.3.     Lessor Representations and Warranties For Benefit of All Parties...............................12
         2.4.     Lessor Representations and Warranties For Benefit of Indenture Trustee, Tranche B
                  Lenders, Administrative Agent and Collateral Agent.............................................13
         2.5.     Representations and Warranties of Lessor General Partner.......................................14
         2.6.     Tranche B Lenders Representations and Warranties...............................................15
         2.7.     Private Offering Representations; etc..........................................................15
         2.8.     Warranty Disclaimers...........................................................................16

3.       Conditions Precedent....................................................................................16

         3.2.     Tranche B Lender Conditions....................................................................20

4.       Commitments and Fundings................................................................................21

         4.1.     Tranche B Commitments..........................................................................21
         4.2.     Lessor Commitment to Purchase..................................................................22
         4.3.     Lease Supplements..............................................................................22
         4.4.     Rights in Equipment............................................................................22
         4.5.     Funding Dates..................................................................................22
         4.6.     Limitation on Size of Facility.................................................................23

5.       Selection of Floating Lease Payment Period..............................................................23


6.       Default Purchase Options and Cure Rights................................................................23

         6.1.     Right to Cure Certain Lease Events of Default..................................................23
         6.2.     Lessee Cure Right..............................................................................24

7.       Security................................................................................................25

         7.1.     Security Interest..............................................................................25
         7.2.     Further Assurances.............................................................................26
         7.3.     Termination....................................................................................27
         7.4.     Other Security.................................................................................27
</Table>


                                      (i)
<PAGE>


<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----
<S>      <C>                                                                                                   <C>
         7.5.     Power of Attorney..............................................................................27
         7.6.     Assignment of Rights...........................................................................28
         7.7.     Transfer of the Collateral by Collateral Agent.................................................28
         7.8.     No Segregation of Monies; No Interest..........................................................28
         7.9.     Distribution of Moneys.........................................................................28
                  (a)      Scheduled and End of Term Purchase Option Payments....................................28
                  (b)      Prepayments...........................................................................29
                  (c)      Payments after an End of Term Sale or Redelivery of Equipment.........................29
         7.10.    Payments after a Loan Event of Default.........................................................30
         7.11.    Application of Certain Other Payments..........................................................30
         7.12.    Other Payments.................................................................................31
         7.13.    Retention of Amounts by Collateral Agent.......................................................31
                  7.14.    Exercise of Remedies..................................................................31
                  7.14.1.  Rights in Collateral..................................................................31
                  7.14.2.  Delivery of Documents; Taking Possession of Collateral................................31
                  7.14.4.  Possession of Collateral..............................................................32
                  7.14.5.  Sale of Collateral....................................................................32
                  7.14.6.  Discharge.............................................................................33
                  7.14.7.  Appointment of Receiver...............................................................33
                  7.14.8.  Redemption............................................................................33
                  7.14.9.  Rights Cumulative; No Waiver..........................................................33
                  7.14.10. Termination of Proceedings............................................................34
         7.15.    No Commingling of Funds........................................................................34
         7.16.    Lessor Collateral..............................................................................34
         7.17.    Conflicts......................................................................................34

8.       Guaranty................................................................................................35


9.       Covenants...............................................................................................36

         9.1.     Lessor and Lessor General Partner Covenants....................................................36
         9.2.     Lessee Covenants for the Benefit of Indenture Trustee and Tranche A Noteholders................38
         9.3.     Lessee Covenants for the Benefit of Lessor and Tranche B Lenders...............................47
         9.4.     Covenant of Tranche B Lenders, Lessor, Administrative Agent and Collateral Agent and
                  Limited Partners...............................................................................58
         9.5.     Covenant of Lessee and Lessor..................................................................58

10.      Indemnities.............................................................................................58

         10.1.    Lessee General Indemnification.................................................................58
         10.2.    Exceptions to Lessee's General Indemnification.................................................60
         10.3.    Tax Indemnity..................................................................................61
                  10.3.1.  General Indemnity.....................................................................61
                  10.3.2.  Exceptions to Tax Indemnity...........................................................62
</Table>


                                      -2-
<PAGE>


<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----
<S>      <C>                                                                                                   <C>
                  10.3.3.  Payment of Taxes......................................................................63
                  10.3.4.  Tax Filings...........................................................................63
                  10.3.5.  Withholdings..........................................................................64
                  10.3.6.  Tax Contests..........................................................................64
                  10.3.7.  Special Tax Indemnity.................................................................66
         10.4.    Increased Costs, Illegality, etc. .............................................................66
         10.5.    Lessee Indemnity...............................................................................67
         10.6.    Survival.......................................................................................67

11.      Administrative Agent and Collateral Agent...............................................................67

         11.1.    Authorization and Action of Administrative Agent...............................................67
         11.2.    Delegation of Duties...........................................................................69
         11.3.    Agent's Reliance, etc. ........................................................................69
         11.4.    Administrative Agent, Collateral Agent and Affiliates..........................................70
         11.5.    Credit Decisions...............................................................................70
         11.6.    Indemnification................................................................................70
         11.7.    Successor Administrative Agent and Collateral Agent; Termination of Agency.....................71
         11.8.    Registration...................................................................................71

12.      Miscellaneous...........................................................................................72

         12.1.    Expenses.......................................................................................72
         12.2.    Amendments, Consents and Waivers...............................................................73
         12.3.    GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL.........................74
         12.4.    Notices........................................................................................75
         12.5.    Interests in the Equipment.....................................................................78
         12.6.    Descriptive Headings, etc. ....................................................................78
         12.7.    Benefit of Agreement; Assignment...............................................................78
         12.8.    Execution and Effectiveness....................................................................81
         12.9.    Survival.......................................................................................81
         12.10.   Severability...................................................................................81
         12.11.   No Broker......................................................................................82
         12.12.   Limited Recourse Against Limited Partners and Lessor General Partner...........................82
         12.13.   Consent and Agreement of Lessee and Guarantor..................................................83
         12.14.   Consent to Amendments..........................................................................83
</Table>



                                      -3-
<PAGE>




APPENDICES, EXHIBITS AND SCHEDULES


APPENDIX A                 Definitions



SCHEDULE 1                 Reserved

SCHEDULE 2                 Notice Addresses and Payment Instructions

SCHEDULE 3                 Subsidiaries

SCHEDULE 4                 Insurance

SCHEDULE 5                 Liabilities

SCHEDULE 6                 Taxes

SCHEDULE 7                 Titles, Etc.

SCHEDULE 8                 Environmental Matters

SCHEDULE 9                 Hedging Agreements

SCHEDULE 10                Negative Pledges

SCHEDULE 11                Debt

SCHEDULE 12                Liens

SCHEDULE 13                Investments, Loans and Advances

SCHEDULE 14                Transactions with Affiliates




EXHIBIT A-1                Form of Bill of Sale

EXHIBIT A-2                Form of Bill of Sale and Title Warranty

EXHIBIT B                  Form of Certificate of Sale/Leaseback Equipment
                           Relating to Lease Supplement

EXHIBIT C                  Form of Funding Notice and Instructions re Funds on
                           Funding Date

SCHEDULE 1                 Amounts to be Funded

EXHIBIT D                  Form of Compliance Certificate

EXHIBIT E                  Form of Participation Agreement Supplement

EXHIBIT F                  Form of Security Supplement

EXHIBIT G                  Form of Funding Escrow Agreement


                                      (iv)
<PAGE>



                  This FIRST AMENDED AND RESTATED PARTICIPATION AGREEMENT, dated
as of October 15, 2001 (together with all amendments and supplements hereto,
this "Agreement") is among UNIVERSAL COMPRESSION, INC., a Texas corporation
("Lessee"), UNIVERSAL COMPRESSION HOLDINGS, INC., a Delaware corporation
("Guarantor"), BRL UNIVERSAL EQUIPMENT 2001 A, L.P., a Delaware limited
partnership ("Lessor"), THE BANK OF NEW YORK, not in its individual capacity but
solely as Indenture Trustee, Paying Agent, Transfer Agent and Registrar for the
Tranche A Noteholders ("Indenture Trustee"), the financial institutions listed
on the signature pages hereof or that may hereafter become party hereto by
execution and delivery of a Participation Agreement Supplement as a Tranche B
Lender or as an Eligible Transferee of a Tranche B Lender, (each a "Tranche B
Lender" and collectively "Tranche B Lenders") BRL UNIVERSAL EQUIPMENT
MANAGEMENT, INC., a Delaware corporation ("Lessor General Partner"), BANKERS
TRUST COMPANY, as Administrative Agent for Tranche B Lenders and Indenture
Trustee acting on behalf of the Tranche A Noteholders (in such capacity,
"Administrative Agent") and BANKERS TRUST COMPANY, as Collateral Agent for
Tranche B Lenders and Indenture Trustee acting on behalf of the Tranche A
Noteholders (in such capacity, "Collateral Agent").


                                   WITNESSETH:


                  WHEREAS, Lessor has agreed to lease to Lessee certain natural
gas compressor equipment pursuant to the Equipment Lease Agreement dated as of
February 9, 2001 between Lessee and Lessor (the "Original Lease Agreement") and
a Participation Agreement dated as of February 9, 2001 (as amended and modified
by the First Amendment to Participation Agreement dated March 20, 2001, the
"Original Participation Agreement");

                  WHEREAS, Lessee is a subsidiary of Guarantor and to induce
Lessor to lease the natural gas compressor equipment to Lessee and to induce
Tranche A Noteholders to purchase Tranche A Notes and Tranche B Lenders to make
a loan or loans to Lessor, Guarantor agreed to guarantee all of Lessee's
obligations under the Operative Documents;

                  WHEREAS, to induce Tranche A Noteholders to purchase Tranche A
Notes and Tranche B Lenders to make a loan or loans to Lessor, Lessor has agreed
to provide Collateral Agent on behalf of Tranche A Noteholders and Tranche B
Lenders and Indenture Trustee on behalf of Tranche A Noteholders certain
security in accordance with the terms thereof;

                  WHEREAS, the parties hereto desire to amend the Original Lease
Agreement and amend and restate the Original Participation Agreement to allow
Lessor to issue additional Tranche A Notes and Tranche B Notes to finance the
acquisition of additional natural gas compressor equipment and lease it to
Lessee.

                  NOW, THEREFORE, in consideration of the premises and mutual
agreements contained herein, the parties hereto amend and restate the Original
Participation Agreement in its entirety and agree as follows:



<PAGE>

                  1.       Definitions and Usage.

                  Unless the context otherwise requires, capitalized terms used
herein and not otherwise defined herein shall have the meanings set forth or
referred to in Appendix A which Appendix A also contains the rules of usage that
shall apply hereto.

                  1A.      Effectiveness.

                  This Agreement shall become effective as of the Amendment Date
upon execution and delivery of:

                  (a) This Agreement by Lessee, Guarantor, Lessor, Majority
Tranche B Lenders holding Tranche B Notes for Tranche B Loans made on February
9, 2001, Indenture Trustee, Paying Agent, Transfer Agent and Registrar for
Tranche A Notes, Lessor General Partner, Administrative Agent and Collateral
Agent;

                  (b) The First Amendment to Lease Agreement dated the date
hereof by Lessor and Lessee; and

                  (c) The First Amendment to Tranche B Loan Agreement dated the
date hereof by Lessor, Administrative Agent, Collateral Agent and Majority
Tranche B Lenders holding Tranche B Notes for Tranche B Loans made on February
9, 2001.

                  2.       Representations and Warranties.

                  2.1. Lessee Representations and Warranties. Lessee hereby
represents and warrants as of the Closing Date, the Amendment Date and on each
Funding Date for the benefit of each other party hereto as follows.

                  (a) Lessee (i) is a duly organized and validly existing
corporation in good standing under the laws of the jurisdiction of its
incorporation, (ii) has the corporate power and authority to own its property
and assets and to transact the business in which it is engaged and presently
proposes to engage and (iii) is duly qualified and is authorized to do business
and is in good standing in each jurisdiction where the ownership, leasing or
operation of its property or the conduct of its business requires such
qualifications except for failures to be so qualified which, individually or in
the aggregate, could not reasonably be expected to have a Material Adverse
Effect or a material adverse effect on Lessee's ability to perform its
obligations under the Operative Documents.

                  (b) Lessee has the corporate power and authority to execute,
deliver and perform the terms and provisions of each of the Operative Documents
to which it is party and has taken all necessary corporate action to authorize
the execution, delivery and performance by it of each of such Operative
Documents. Lessee has duly executed and delivered each of the Operative
Documents to which it is party, and each of such Operative Documents constitutes
its legal, valid and binding obligation enforceable in accordance with its
terms, except to the extent that the enforceability thereof may be limited by
applicable bankruptcy, insolvency,


                                      -2-
<PAGE>


reorganization, moratorium or other similar laws generally affecting creditors'
rights and by equitable principles (regardless of whether enforcement is sought
in equity or at law).

                  (c) Neither the leasing of the Equipment, the execution,
delivery or performance by Lessee of the Operative Documents to which it is a
party, nor compliance by it with the terms and provisions thereof, (i) will
contravene any provision of any law, statute, rule or regulation or any order,
writ, injunction or decree of any court or governmental instrumentality, (ii)
will, after giving effect to any waivers obtained by Lessee, conflict with or
result in any material breach of any of the terms, covenants, conditions or
provisions of, or constitute a default under, or result in the creation or
imposition of (or the obligation to create or impose) any Lien (other than
Permitted Liens) upon any of the property or assets of Lessee, pursuant to the
terms of any indenture, mortgage, deed of trust, credit agreement or loan
agreement, or any other material agreement, contract or instrument, to which
Lessee is a party or by which it or any of its property or assets is bound or to
which it may be subject or (iii) will violate any provision of the Certificate
of Incorporation or By-Laws of Lessee.

                  (d) No order, consent, approval, license, authorization or
validation of, or filing, recording or registration with (other than the filing
of the Lessee Financing Statements and except as have otherwise been obtained or
made on or prior to the date of this representation), or exemption by, any
governmental or public body or authority, or any subdivision thereof, is
required to authorize, or is required in connection with, (i) the execution,
delivery and performance by Lessee of any Operative Document to which it is a
party or (ii) the legality, validity, binding effect or enforceability against
Lessee of any such Operative Document.

                  (e) There is no action, suit or other proceeding pending or,
to the best knowledge of Lessee, threatened, (i) with respect to the Revolver,
Senior Notes, Asset Backed Securities, Merger or the transactions contemplated
herein or (ii) that could reasonably be expected to result in a Material Adverse
Effect.

                  (f) There is no tax, levy, impost, deduction, charge or
withholding which may be imposed on or asserted against the Lessee Collateral or
any part thereof or any interest therein, or against Indenture Trustee, any
Tranche A Noteholder, any Tranche B Lender, Administrative Agent or Collateral
Agent either (i) on or by virtue of the execution or delivery of Operative
Documents or any other document contemplated thereby or (ii) on any payment to
be made by Lessee pursuant to the Operative Documents or any other document
contemplated thereby to which Lessee is a party.

                  (g) No Lease Default has occurred and is continuing.

                  (h) All representations and warranties of Lessee set forth in
the other Operative Documents are true and correct in all material respects.

                  (i) Lessee's chief executive office and its principal place of
business are located at 4440 Brittmoore Road, Houston, Texas, and Lessee is
incorporated in the State of Texas.


                                      -3-
<PAGE>


                  (j) The transaction contemplated hereby (i) is not required to
be registered pursuant to Code Section 6111(d) or any regulation promulgated
thereunder or (ii) was properly and timely registered in accordance with Code
Section 6111(d) and any regulations promulgated thereunder as of the date of
this representation and the correct registration number was (or will be within
ten (10) Business Days of receipt by Lessee) provided to Lessor, Indenture
Trustee and each Tranche A Noteholder, and Tranche B Lender identified in the
Operative Documents on the date of this representation by name and address. Each
party hereto hereby agrees to provide to Lessee promptly after written request
therefor any information requested by Lessee on or prior to the date of this
representation and necessary for Lessee to register the transaction.

                  (k) [Reserved]

                  (l) There are no Liens other than Permitted Liens and Lessor
Liens on any Item of Equipment, the proceeds of any Item of Equipment or the
insurance required under the Lease Agreement.

                  (m) Each Item of Equipment is personal property and not a
fixture attached to realty under Applicable Law.

                  (n) Each Item of Equipment has permanently affixed thereto the
unit number or other identification number set forth therefor on the related
Lease Supplement.

                  (o) The provisions of this Agreement and the Lease Supplement
are effective to create in favor of Lessor and Collateral Agent a legal, valid
and enforceable security interest in each Item of Equipment; Lessor and
Collateral Agent shall be entitled to all of the rights and benefits and
priorities provided to a holder of a perfected first priority Lien under
Applicable Law subject to no Liens other than Permitted Liens or Lessor Liens,
and all recordations and filings have been accomplished in each jurisdiction as
required by law to establish and perfect Lessor's and Collateral Agent's
respective rights in and to such Lessee Collateral or Lessor Collateral, as the
case may be, or due provision has been made therefor, and any giving of notice
or any other action to such end required by Applicable Law has been given or
taken.

                  (p) The provisions of this Agreement are effective to create
in favor of Collateral Agent a legal, valid and enforceable security interest in
all right, title and interest of Lessor in Lessor Collateral, and, in reliance
on the accuracy of the representation and warranty of Lessor in Section 2.4(b),
the filing of the financing statements executed by Lessor as debtor with the
Secretary of State for the States of Delaware and in the applicable filing
office(s) in each state where Revised Article 9 of the UCC has not been adopted
or is not yet effective in which Items of Equipment are located perfects such
security interest in the Lessor Collateral, subject to no Liens other than
Permitted Liens and Lessor Liens, and Collateral Agent shall be entitled to all
of the rights, benefits, and priorities provided to a holder of liens of such
type under Applicable Law.

                  (q) [Reserved]

                  (r) [Reserved]


                                      -4-
<PAGE>


                  (s) [Reserved]

                  (t) No Item of Equipment is intended by Lessee to be
"equipment used in farming operations" as such terms are used in Section 9-401
of the New York Uniform Commercial Code or any correlative provision of any
other applicable state's Uniform Commercial Code and no Item of Equipment shall
be "goods covered by a certificate of title issued under a statute of this state
or of another jurisdiction under the law of which indication of a security
interest on the certificate is required as a condition of perfection" within the
meaning of Section 9-103 of the New York Uniform Commercial Code or any
correlative provision of any other applicable state's Uniform Commercial Code.

                  (u) The audited consolidated balance sheet of Guarantor and
its consolidated subsidiaries as at March 31, 2001 and the related consolidated
statement of income, stockholders' equity and cash flow of Guarantor and its
consolidated subsidiaries for the fiscal year ended on said date, with the
opinion thereon of Deloitte Touche heretofore furnished to Lessor, each Tranche
B Lender and Administrative Agent are complete and correct and fairly present
the consolidated financial condition of Guarantor and its consolidated
subsidiaries as at said dates and the results of its operations for the fiscal
year on said dates in all material respects, all in accordance with GAAP, as
applied on a consistent basis. Neither Lessee nor any Subsidiary has on the
Amendment Date any material Debt, contingent liabilities, liabilities for taxes,
unusual forward or long-term commitments or unrealized or anticipated losses
from any unfavorable commitments, except as referred to or reflected or provided
for in the Financial Statements or in Schedule 5. Since March 31, 2001, there
has been no change or event having a Material Adverse Effect. Since the date of
the Financial Statements, neither the business nor the Properties of Lessee or
any Subsidiary have been materially and adversely affected as a result of any
fire, explosion, earthquake, flood, drought, windstorm, accident, strike or
other labor disturbance, embargo, requisition or taking of Property or
cancellation of contracts, permits or concessions by any Governmental Equity,
riot, activities of armed forces or acts of God or of any public enemy. With
respect to the Closing Date and the Amendment Date, notwithstanding anything
contained herein to the contrary, the "Financial Statements" referenced in this
Section 2.1(u) and in Sections 9.3(f) and 9.3(h) are the proforma financial
statements contained in the Offering Memorandum which gives effect to the Merger
and for each Funding Date thereafter, notwithstanding anything contained herein
to the contrary, such "Financial Statements" are the Financial Statements
identified as such in the Participation Agreement Supplement for such Funding
Date.

                  (v)      ERISA.

                           (i) Lessee, each Subsidiary and each ERISA Affiliate
         have complied in all material respects with ERISA and, where
         applicable, the Code regarding each Plan.

                           (ii) Each Plan is, and has been, maintained in
         substantial compliance with ERISA and, where applicable, the Code.

                           (iii) No act, omission or transaction has occurred
         which could result in imposition on Lessee, any Subsidiary or any ERISA
         Affiliate (whether directly or indirectly) of


                                      -5-
<PAGE>


         (i) either a civil penalty assessed pursuant to section 502(c), (i) or
         (l) of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of
         the Code or (ii) breach of fiduciary duty liability damages under
         section 409 of ERISA.

                           (iv) No Plan (other than a defined contribution plan)
         or any trust created under any such Plan has been terminated since
         September 2, 1974. No liability to the PBGC (other than for the payment
         of current premiums which are not past due) by Lessee, any Subsidiary
         or any ERISA Affiliate has been or is expected by Lessee, any
         Subsidiary or any ERISA Affiliate to be incurred with respect to any
         Plan. No ERISA Event with respect to any Plan has occurred.

                           (v) Full payment when due has been made of all
         amounts which Lessee, any Subsidiary or any ERISA Affiliate is required
         under the terms of each Plan or applicable law to have paid as
         contributions to such Plan, and no accumulated funding deficiency (as
         defined in section 302 of ERISA and section 412 of the Code), whether
         or not waived, exists with respect to any Plan.

                           (vi) The actuarial present value of the benefit
         liabilities under each Plan which is subject to Title IV of ERISA does
         not, as of the end of Lessee's most recently ended fiscal year, exceed
         the current value of the assets (computed on a plan termination basis
         in accordance with Title IV of ERISA) of such Plan allocable to such
         benefit liabilities. The term "actuarial present value of the benefit
         liabilities" shall have the meaning specified in section 4041 of ERISA.

                           (vii) None of Lessee, any Subsidiary or any ERISA
         Affiliate sponsors, maintains, or contributes to an employee welfare
         benefit plan, as defined in section 3(1) of ERISA, including, without
         limitation, any such plan maintained to provide benefits to former
         employees of such entities, that may not be terminated by Lessee, a
         Subsidiary thereof or any ERISA Affiliate in its sole discretion at any
         time without any material liability.

                           (viii) None of Lessee, any Subsidiary or any ERISA
         Affiliate sponsors, maintains or contributes to, or has at any time in
         the preceding six (6) calendar years, sponsored, maintained or
         contributed to, any Multiemployer Plan.

                           (ix) None of Lessee, any Subsidiary or any ERISA
         Affiliate is required to provide security under section 401(a)(29) of
         the Code due to a Plan amendment that results in an increase in current
         liability for the Plan.

                           (x) Assuming the accuracy at all times of the
         representation and warranty of each Tranche B Lender in Section 2.6 of
         this Agreement, the execution and delivery of this Agreement will be
         exempt from, or will not involve any transaction which is subject to,
         the prohibitions of either Section 406 of ERISA or Section 4975 of the
         Code and will not involve any transaction in connection with which a
         penalty could be imposed under Section 502(i) of ERISA or a tax could
         be imposed pursuant to Section 4975 of the Code.


                                      -6-
<PAGE>


                  (w) Taxes. Except as set out in Schedule 6, each of Lessee and
its Subsidiaries has filed all United States federal income tax returns and all
other tax returns which are required to be filed by them and have paid all
material taxes due pursuant to such returns or pursuant to any assessment
received by Lessee or any Subsidiary. The charges, accruals and reserves on the
books of Lessee and its Subsidiaries in respect of taxes and other governmental
charges are, in the opinion of Lessee, adequate. No tax lien has been filed and,
to the knowledge of Lessee, no claim is being asserted with respect to any such
tax, fee or other charge.

                  (x)      Titles, etc.

                           (i) Except as set out in Schedule 7, Lessee and its
         Subsidiaries have good and marketable title to its material properties
         (i) except in cases where the failure to have said good and marketable
         title would not reasonably cause a Material Adverse Effect and (ii)
         free and clear of all Liens, except Liens permitted by Section 9.3(g).

                           (ii) All leases and agreements necessary for the
         conduct of the business of Lessee and its Subsidiaries are valid and
         subsisting, in full force and effect and there exists no default or
         event or circumstance which with the giving of notice or the passage of
         time or both would give rise to a default under any such lease or
         leases, which would affect in any material respect the conduct of the
         business of Lessee and its Subsidiaries.

                           (iii) Rights, Properties and other assets presently
         owned, leased or licensed by Lessee or its Subsidiaries including,
         without limitation, all easements and rights of way, include all
         rights, Properties and other assets necessary to permit Lessee or its
         Subsidiaries to conduct their business in all material respects in the
         same manner as its business has been conducted prior to the date of
         this representation.

                           (iv) All of the assets and Properties of Lessee or
         its Subsidiaries thereof which are reasonably necessary for the
         operation of its business are in good working condition and are
         maintained in accordance with prudent business standards.

                  (y) No Material Misstatements. No written information,
statement, exhibit, certificate, document or report furnished to Administrative
Agent and the Tranche B Lenders (or any of them) by Lessee or any Subsidiary in
connection with the negotiation of this Agreement contained any material
misstatement of fact or omitted to state a material fact or any fact necessary
to make the statement contained therein not materially misleading in the light
of the circumstances in which made and with respect to Lessee and its
Subsidiaries taken as a whole. To Lessee's knowledge, there is no fact peculiar
to Lessee or any Subsidiary which has a Material Adverse Effect or in the future
is reasonably likely to have (so far as Lessee can now reasonably foresee) a
Material Adverse Effect and which has not been set forth in this Agreement or
the other documents, certificates and statements furnished to Administrative
Agent by or on behalf of Lessee or any Subsidiary or otherwise prior to, or on,
the date of this representation in connection with the transactions contemplated
hereby.


                                      -7-
<PAGE>


                  (z) Investment Company Act. Neither Lessee nor any Subsidiary
is an "investment company" or a company "controlled" by an "investment company,"
within the meaning of the Investment Company Act of 1940, as amended.

                  (aa) Public Utility Holding Company Act. Neither Lessee nor
any Subsidiary is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," or a "public utility" within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

                  (bb) Subsidiaries. Except as set forth on Schedule 3, Lessee
has no Subsidiaries.

                  (cc) Defaults. Neither Lessee nor any Subsidiary is in
material default nor has any event or circumstance occurred which, but for the
expiration of any applicable grace period or the giving of notice, or both,
would constitute a material default under any material agreement or instrument
to which Lessee or any Subsidiary is a party or by which Lessee or any
Subsidiary is bound which default would have a Material Adverse Effect.

                  (dd) Environmental Matters. Except (i) as provided in Schedule
8 or (ii) as would not have a Material Adverse Effect (or with respect to (c),
(d) and (e) below, where the failure to take such actions would not have a
Material Adverse Effect):

                           (i) Neither any Property of Lessee or any Subsidiary
         nor the operations conducted thereon violate any order or requirement
         of any court or Governmental Entity or any Environmental Law;

                           (ii) Without limitation of clause (a) above, no
         Property of Lessee or any Subsidiary nor the operations currently
         conducted thereon or, to the best knowledge of Lessee, by any prior
         owner or operator of such Property or operation, are in violation of or
         subject to any existing, pending or threatened action, suit,
         investigation, inquiry or proceeding by or before any court or
         Governmental Entity or to any remedial obligations under Environmental
         Laws;

                           (iii) All notices, permits, licenses or similar
         authorizations, if any, required to be obtained or filed in connection
         with the operation or use of any and all Property of Lessee and each
         Subsidiary, including without limitation past or present treatment,
         storage, disposal or release of a hazardous substance or solid waste
         into the environment, have been duly obtained or filed, and Lessee and
         each Subsidiary are in compliance with the terms and conditions of all
         such notices, permits, licenses and similar authorizations;

                           (iv) All hazardous substances, solid waste, and oil
         and gas exploration and production wastes, if any, generated at any and
         all Property of Lessee or any Subsidiary have in the past been
         transported, treated and disposed of in accordance with Environmental
         Laws and so as not to pose an imminent and substantial endangerment to
         public health or welfare or the environment, and, to the best knowledge
         of Lessee, all


                                      -8-
<PAGE>


         such transport carriers and treatment and disposal facilities have been
         and are operating in compliance with Environmental Laws and so as not
         to pose an imminent and substantial endangerment to public health or
         welfare or the environment, and are not the subject of any existing,
         pending or threatened action, investigation or inquiry by any
         Governmental Entity in connection with any Environmental Law;

                           (v) Lessee has taken all steps reasonably necessary
         to determine and has determined that no hazardous substances, solid
         waste, or oil and gas exploration and production wastes, have been
         disposed of or otherwise released and there has been no threatened
         release of any hazardous substances on or to any Property of Lessee or
         any Subsidiary except in compliance with Environmental Laws and so as
         not to pose an imminent and substantial endangerment to public health
         or welfare or the environment;

                           (vi) To the extent applicable, all Property of Lessee
         and each Subsidiary currently satisfies all design, operation, and
         equipment requirements imposed by the OPA or scheduled to be imposed by
         OPA during the term of the Lease Agreement, and Lessee does not have
         any reason to believe that such Property, to the extent subject to OPA,
         will not be able to maintain compliance with the OPA requirements
         during the term of the Lease Agreement; and

                           (vii) Neither Lessee nor any Subsidiary has any known
         contingent liability in connection with any release or threatened
         release of any oil, hazardous substance or solid waste into the
         environment.

                  (ee) Compliance with the Law. Neither Lessee nor any
Subsidiary has violated any Governmental Requirement or failed to obtain any
license, permit, franchise or other governmental authorization necessary for the
ownership of any of its Properties or the conduct of its business, which
violation or failure would have (in the event such violation or failure were
asserted by any Person through appropriate action) a Material Adverse Effect.

                  (ff) Insurance. Schedule 4 attached hereto contains an
accurate and complete description of all material policies of fire, liability,
workmen's compensation and other forms of insurance owned or held by Lessee and
each Subsidiary. All such policies are in full force and effect, all premiums
with respect thereto covering all periods up to and including the date of the
closing have been paid, and no notice of cancellation or termination has been
received with respect to any such policy. Such policies are sufficient for
compliance with all requirements of law and of all agreements to which Lessee or
any Subsidiary is a party; are valid, outstanding and enforceable policies;
provide adequate insurance coverage in at least such amounts and against at
least such risks (but including in any event public liability) as are usually
insured against in the same general area by companies engaged in the same or a
similar business for the assets and operations of Lessee and each Subsidiary;
will remain in full force and effect through the respective dates set forth in
the binders for said insurance without the payment of additional premiums; and
will not in any way be affected by, or terminate or lapse by reason of, the
transactions contemplated by this Agreement. Neither Lessee nor any Subsidiary
has been refused any insurance with respect to its assets or operations, nor has
its coverage been limited


                                      -9-
<PAGE>


below usual and customary policy limits, by an insurance carrier to which it has
applied for any such insurance or with which it has carried insurance during the
last three (3) years.

                  (gg) Hedging Agreements. Schedule 9 sets forth a true and
complete list of all Hedging Agreements as of the Amendment Date (including
commodity price swap agreements, forward agreements or contracts of sale which
provide for prepayment for deferred shipment or delivery of oil, gas or other
commodities) of Lessee and each Subsidiary, the material terms thereof
(including the type, term, effective date, termination date and notional amounts
or volumes), the net mark to market value thereof, all credit support agreements
relating thereto (including any margin required or supplied), and the counter
party to each such agreement.

                  (hh) Restriction on Liens. Except as set forth on Schedule 10,
neither Lessee nor any of Subsidiary is a party to any agreement or arrangement
(other than the Operative Documents, the Revolver and the Security Instruments),
or subject to any order, judgment, writ or decree, which either restricts or
purports to restrict its ability to grant Liens to other Persons on or in
respect of their respective assets or Properties.

                  (ii) As of each Funding Date, the projections identified on
the Participation Agreement Supplement for such Funding Date (or in the case of
the first Funding Date, the projections made a part of the final Offering
Memorandum of the Lessor dated February 6, 2001 furnished to the Administrative
Agent, the Lessor, the Indenture Trustee and the Tranche B Lenders prior to the
Closing Date) (the "Projections") have been prepared in good faith and are based
on reasonable assumptions, and there are no statements or conclusions in the
Projections which are based upon or include information known to Lessee to be
misleading in any material respect or which fail to take into account material
information known to Lessee regarding the matters reported therein. Lessee
believes that the Projections are reasonable and attainable, it being recognized
by Lessor and Tranche B Lenders, however, that projections as to future events
are not to be viewed as facts and that the actual results during the period or
periods covered by the Projections may differ from the projected results and
that the differences may be material.

                  (jj) Lessee has no knowledge of the falsity of, or any reason
to believe, any of the representations of Lessor and Co-Obligor contained in any
Note Purchase Agreement or Underwriting Agreement are untrue or incorrect in any
material respect.

                  (kk) There has been no change to the written description of
Lessee Maintenance Practices delivered to the Administrative Agent prior to the
Amendment Date, except as otherwise provided on the related Participation
Agreement Supplement for the most recent Funding Date.

                  2.1A Further Lessee Representations and Warranties. Lessee
hereby represents as of each Funding Date for the benefit of each other party
hereto as follows:

                  (a) Immediately prior to giving effect to the sale thereof to
Lessor, the Seller thereof has good and marketable title to each Subject Item.


                                      -10-
<PAGE>


                  (b) Each Subject Item is or will be within a reasonable period
of time in compliance with identification mark requirements of Section 15 of the
Lease Agreement.

                  (c) Each Subject Item is in proper working order.

                  (d) No Event of Loss or event which with the passage of time
would become an Event of Loss has occurred with respect to any Subject Item.

                  2.2. Guarantor Representations and Warranties. Guarantor
represents and warrants as of the Closing Date, Amendment Date and on each
Funding Date for the benefit of each party hereto as follows.

                  (a) Guarantor (i) is a duly organized and validly existing
corporation in good standing under the laws of the jurisdiction of its
incorporation, (ii) has the corporate power and authority to own its property
and assets and to transact the business in which it is engaged and presently
proposes to engage and (iii) is duly qualified and authorized to do business and
is in good standing in each jurisdiction where the ownership, leasing or
operation of its property or the conduct of its business requires such
qualifications except for failures to be so qualified which, individually or in
the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

                  (b) Guarantor has the corporate power and authority to
execute, deliver and perform the terms and provisions of each of the Operative
Documents to which it is party and has taken all necessary corporate action to
authorize the execution, delivery and performance by it of each of such
Operative Documents. Guarantor has duly executed and delivered each of the
Operative Documents to which it is party, and each of such Operative Documents
constitutes its legal, valid and binding obligation enforceable in accordance
with its terms, except to the extent that the enforceability thereof may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws generally affecting creditors' rights and by equitable
principles (regardless of whether enforcement is sought in equity or at law).

                  (c) Neither the execution, delivery or performance by
Guarantor of the Operative Documents to which it is a party, nor compliance by
it with the terms and provisions thereof, (i) will contravene any provision of
any law, statute, rule or regulation or any order, writ, injunction or decree of
any court or governmental instrumentality, (ii) will, after giving effect to any
waivers obtained by Guarantor, conflict with or result in any material breach of
any of the terms, covenants, conditions or provisions of, or constitute a
default under, or result in the creation or imposition of (or the obligation to
create or impose) any Lien (other than Permitted Liens) upon any of the property
or assets of Guarantor or any of its Subsidiaries pursuant to the terms of any
indenture, mortgage, deed of trust, credit agreement or loan agreement, or any
other material agreement, contract or instrument, to which Guarantor or any of
its Subsidiaries is a party or by which it or any of its property or assets is
bound or to which it may be subject or (iii) will violate any provision of the
Certificate of Incorporation or By-Laws of Guarantor or any of its Subsidiaries.


                                      -11-
<PAGE>


                  (d) No order, consent, approval, license, authorization or
validation of, or filing, recording or registration with (except as have
otherwise been obtained or made on or prior to the date of this representation),
or exemption by, any governmental or public body or authority, or any
subdivision thereof, is required to authorize, or is required in connection
with, (i) the execution, delivery and performance by Guarantor of any Operative
Document to which it is a party or (ii) the legality, validity, binding effect
or enforceability against Guarantor of any such Operative Document.

                  (e) Guarantor has no knowledge of the falsity of, or any
reason to believe, any of the representations and warranties of Lessor and
Co-Obligor contained in any Note Purchase Agreement or Underwriting Agreement
are untrue or incorrect in any material respect.

                  2.3. Lessor Representations and Warranties For Benefit of All
Parties. Lessor hereby represents and warrants as of the Closing Date, Amendment
Date and on each Funding Date for the benefit of each party hereto as follows:

                  (a) Lessor is a limited partnership duly established and
validly existing under the laws of the State of Delaware, has full power,
authority and legal right under such laws to execute, deliver and perform its
obligations under the Operative Documents to which it is a party.

                  (b) The leasing and financing of the Equipment, the execution
and delivery of the Operative Documents and the other related instruments,
documents and agreements to which Lessor is a party, and the compliance by
Lessor with the terms hereof and thereof and the payments and performance by
Lessor of any of its obligations hereunder and thereunder (i) have been duly and
legally authorized by all necessary action on the part of Lessor, (ii) are not
in contravention of, and will not result in a violation or breach of, any of the
terms of Lessor's Limited Partnership Agreement or Certificate of Limited
Partnership, (iii) will not violate or constitute a breach of any provision of
law, any order of any court or other agency of government, or any indenture,
agreement or other instrument to which Lessor is a party, or by or under which
Lessor or any of Lessor's property is bound, or be in conflict with, result in a
breach of, or constitute (with due notice and/or lapse of time) a default under
any such indenture, agreement or instrument, or result in the creation or
imposition of any Lien, other than Permitted Liens, upon any of Lessor's
property or assets and (iv) will not require, on the part of Lessor, the consent
or approval of, the giving of notice to, the registration with, or the taking of
any other action in respect of, any United States federal, state or local
governmental or public commission, board, authority or agency except for
filings, if any, made pursuant to any notice reporting requirement applicable to
it.

                  (c) Each Operative Document to which Lessor is a party has
been executed by the duly authorized officer or officers of Lessor General
Partner and delivered to the other parties thereto and constitutes, or when
executed by the duly authorized officer or officers of Lessor General Partner
and delivered to the other parties thereto, will constitute, the legal, valid
and binding obligation of Lessor, enforceable in accordance with its terms
except as limited by any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors' rights from
time to time in effect and by general principles of equity including those
applicable to the enforceability of the remedy of specific performance.


                                      -12-
<PAGE>


                  (d) There is no action, suit or other proceeding now pending
or, to Lessor's knowledge, threatened, against or affecting Lessor, in any court
or before any regulatory commission, board or other administrative governmental
agency (i) which will materially and adversely affect the interest of Lessor in
any Item of Equipment or any Operative Document, or the interest of Collateral
Agent in any such Item or any Operative Document or (ii) that could reasonably
be expected to materially and adversely affect the business, operations,
property, assets, liabilities, condition (financial or otherwise) or prospects
of Lessor.

                  (e) There is no tax, levy, impost, deduction, charge or
withholding which may be imposed on or asserted against the Lessor Collateral or
any part thereof or any interest therein, or against Indenture Trustee, any
Tranche A Noteholder, any Tranche B Lender, Administrative Agent or Collateral
Agent either (i) on or by virtue of the execution or delivery of Operative
Documents or any other document contemplated thereby or (ii) on any payment to
be made by Lessor pursuant to the Operative Documents or any other document
contemplated thereby to which Lessor is a party.

                  (f) Lessor has no indebtedness or other liabilities, whether
contingent or otherwise, other than its obligations under and as contemplated by
the Operative Documents.

                  (g) No Loan Default or Loan Event of Default not caused by a
Lease Default or Lease Event of Default has occurred and is continuing.

                  (h) Neither Lessor nor any Person authorized to act on its
behalf has directly or indirectly offered to sell any interests in the Lessor
Collateral, Tranche A Notes, Tranche B Notes or Equity Certificates or any
security similar thereto, to, or otherwise approved or negotiated with respect
thereto with anyone. Neither Lessor nor any Person authorized to act on its
behalf will so offer or sell in violation of Section 5 of the Securities Act of
1933, as amended, or any securities or blue sky law of any applicable
jurisdiction.

                  (i) The representations and warranties of Lessor in each Note
Purchase Agreement and Underwriting Agreement are true and correct in all
material respects and Lessor has complied with all of its covenants in each such
agreement in all material respects.

                  2.4. Lessor Representations and Warranties For Benefit of
Indenture Trustee, Tranche B Lenders, Administrative Agent and Collateral Agent.
Lessor hereby represents and warrants as of the Closing Date, Amendment Date and
on each Funding Date for the benefit of Indenture Trustee, each Tranche B
Lender, Administrative Agent and Collateral Agent as follows:

                  (a) No Lease Default or Lease Event of Default of which it has
knowledge has occurred and is continuing.

                  (b) Lessor's chief executive office and principal place of
business is located at 2911 Turtle Creek Boulevard, Suite 1240, Dallas, Texas
and Lessor's records with respect to the transactions contemplated by the
Operative Documents are located at such address.


                                      -13-
<PAGE>


                  (c) Lessor is duly qualified and is authorized to do business
and is in good standing in each jurisdiction where ownership, leasing or
operation of its property or the conduct of its business requires such
qualifications except for failures to be so qualified which, individually or in
the aggregate, could not reasonably be expected to have a material adverse
effect on Lessor's ability to perform its obligations or exercise its rights
under the Operative Documents to which it is a party or on the business,
property, assets, liabilities, condition (financial or otherwise) or prospects
of Lessor.

                  (d) After giving effect to each Bill of Sale therefor, Lessor
has good and marketable title to each Item of Equipment (including the parts and
components thereof) and the Lessor Collateral is free and clear of all Liens
other than Permitted Liens.

                  (e) The provisions of this Agreement are effective to create
in favor of Collateral Agent a legal, valid and enforceable security interest in
all right, title and interest of Lessor in the Lessor Collateral, and the filing
of the financing statements executed by Lessor as debtor with the Secretary of
State for the State of Delaware, and in the applicable filing office(s) in each
state where Revised Article 9 of the UCC has not been adopted or is not yet
effective in which Items of Equipment are located perfects such security
interest in the Lessor Collateral, subject to no Liens other than Permitted
Liens and Lessor Liens and Collateral Agent shall be entitled to all of the
rights, benefits, and priorities provided to a holder of liens of such type
under Applicable Law.

                  (f) Neither Lessor nor any Person authorized to act on its
behalf will permit any transfer of any interest in Lessor, directly or
indirectly, that would result in the Lessor being treated as a Publicly Traded
Partnership pursuant to Code Section 7704.

                  2.5. Representations and Warranties of Lessor General Partner.
Lessor General Partner represents and warrants that as of the Closing Date,
Amendment Date and on each Funding Date for the benefit of each other party
hereto as follows:

                  (a) It is duly organized under the laws of its jurisdiction of
incorporation, has full corporate power and authority and legal right under such
laws to execute, deliver and perform its obligations under the Operative
Documents to which it is a party and is qualified to do business in and is in
good standing in all material respects in, each jurisdiction in which the nature
of its business makes such qualification necessary, except where failure to be
so qualified and in good standing would not have a material adverse effect on
its ability to perform its obligations under the Operative Documents to which it
is a party.

                  (b) The execution and delivery of the Operative Documents and
the other related instruments, documents and agreements to which it is a party,
and the compliance by it with the terms hereof and thereof and the payments and
performance by it of any its obligations hereunder and thereunder (i) have been
duly and legally authorized by all necessary corporate action on its part, (ii)
are not in contravention of, and will not result in a violation or breach of,
any of the terms of its certificate of incorporation (or equivalent document),
its by-laws or any provisions relating to its capital stock, (iii) will not
violate or constitute a breach of any provision of law, any order of any court
or other agency of government, or any indenture, agreement or


                                      -14-
<PAGE>


other instrument to which it is a party, or by or under which it is bound, or be
in conflict with, result in a breach of, or constitute (with due notice and/or
lapse of time) a default under any such indenture, agreement or instrument, or
result in the creation or imposition of any Lien upon any of its property or
assets and (iv) will not require, on its part or any Affiliate's part thereof,
the consent or approval of, the giving of notice to, the registration with, or
the taking of any other action in respect of, any United State federal, state or
local governmental or public commission, board, authority or agency except for
filings, if any, made pursuant to any notice reporting requirement applicable to
it.

                  (c) Each Operative Document to which it is a party has been
executed by its duly authorized officer or officers and delivered to the other
parties thereto and constitutes, or when executed by its duly authorized officer
or officers and delivered to the other parties thereto, such Operative Documents
will constitute, legal, valid and binding obligations enforceable in accordance
with their terms except as limited by any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights from time to time in effect and by general principles of
equity including those applicable to the enforceability of the remedy of
specific performance.

                  (d) It is not in breach of any covenants or agreements made by
it in the Limited Partnership Agreement or in this Agreement.

                  (e) There are no actions, suits or proceedings pending or, to
the best of its knowledge, threatened before any court or by or before any other
Government Entity, or any arbitrator, which either individually or in the
aggregate, would have a material adverse effect on the Lessor Collateral or on
the right, power and authority or its ability to perform its obligations under
any Operative Document to which it is a party.

                  (f) There are no Lessor Liens attributable to it on the assets
of Lessor or on any part thereof, and the execution, delivery and performance by
it of the Operative Documents to which it is a party will not subject the assets
of Lessor to any Lessor Liens attributable to it.

                  (g) It does not have, has not used and shall not use the
assets of an "employee benefit plan" as defined in Section 3(3) of ERISA or a
"plan" as defined in Section 4975(e) of the Code to make any capital
contribution or other payment under the Operative Documents.

                  2.6. Tranche B Lenders Representations and Warranties. Each of
the Tranche B Lenders solely with respect to itself, severally represents and
warrants as of each Funding Date on which it makes a Tranche B Loan, for the
benefit of each party hereto, that it has not used and shall not use the assets
of an "employee benefit plan" as defined in Section 3(3) of ERISA or a "plan" as
defined in Section 4975(e) of the Code to fund any Loan or make any other
payment under the Operative Documents.

                  2.7. Private Offering Representations; etc. Each of Lessee,
Guarantor and Lessor General Partner represents to each other party hereto that
(a) neither it, nor any of its Affiliates, nor anyone it has authorized or
employed to act on its behalf as agent, broker, dealer or otherwise in
connection with the offering or sale of (i) the Tranche A Notes or any similar


                                      -15-
<PAGE>


security or (ii) any interest in and to Lessor Collateral or any similar
security, as the case may be, has, directly or indirectly, offered any such
security for sale to, or solicited any offer to acquire any of the same from,
anyone, except that Lessee represents that it and its Affiliates have offered
Tranche A Notes and an interest in the Lessor Collateral to the Tranche A
Noteholders, Tranche B Lenders, Limited Partners, respectively, and, with
respect to an interest in the Lessor Collateral, to other "accredited investors"
as defined in Rule 501(a) of Regulation D promulgated pursuant to the Securities
Act of 1933, as amended, and (b) neither it nor anyone it has authorized to act
on its behalf has offered or sold, or will so offer to sell, (i) any Tranche A
Notes or any interest in and to the Lessor Collateral, or (ii) any securities
similar thereto, in violation of the provisions of Section 5 of the Securities
Act of 1933, as amended. The representations and warranties of each of the
parties pursuant to this Section 2.7 are several and not joint.

                  2.8. Warranty Disclaimers. EACH OF LESSOR, INDENTURE TRUSTEE,
TRANCHE B LENDER, ADMINISTRATIVE AGENT AND COLLATERAL AGENT AS APPLICABLE
DEMISE, LEASE AND FINANCE THE ITEMS OF EQUIPMENT HEREUNDER AS-IS AND WHERE-IS
WITH ALL FAULTS IF ANY AND IN WHATEVER CONDITION THEY MAY BE IN AND EXPRESSLY
DISCLAIMS AND MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESSED OR IMPLIED,
AS TO THE DESIGN, CONDITION, QUALITY, CAPACITY, MERCHANTABILITY, DURABILITY,
SUITABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, OR QUALIFICATION FOR ANY
PARTICULAR TRADE OR ANY OTHER MATTER CONCERNING, THE ITEMS OF EQUIPMENT. LESSEE
HEREBY WAIVES ANY CLAIM (INCLUDING ANY CLAIM BASED ON STRICT OR ABSOLUTE
LIABILITY IN TORT OR INFRINGEMENT) IT MIGHT HAVE AGAINST LESSOR, INDENTURE
TRUSTEE, ANY TRANCHE A NOTEHOLDER, ANY INITIAL PURCHASER, ANY TRANCHE B LENDER,
ARRANGER, ANY LIMITED PARTNER, LESSOR GENERAL PARTNER, ADMINISTRATIVE AGENT OR
COLLATERAL AGENT FOR ANY LOSS, DAMAGE (INCLUDING INCIDENTAL OR CONSEQUENTIAL
DAMAGE) OR EXPENSE CAUSED BY ANY ITEM OF EQUIPMENT EXCEPT TO THE EXTENT CAUSED
BY SUCH PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR BY LESSEE'S LOSS OF
USE THEREOF FOR ANY REASON WHATSOEVER. LESSOR HEREBY WAIVES ANY CLAIM (INCLUDING
ANY CLAIM BASED ON STRICT OR ABSOLUTE LIABILITY IN TORT OR INFRINGEMENT) IT
MIGHT HAVE AGAINST LESSOR, INDENTURE TRUSTEE, ANY TRANCHE A NOTEHOLDER, ANY
INITIAL PURCHASER, ANY TRANCHE B LENDER, ARRANGER, ANY LIMITED PARTNER, LESSOR
GENERAL PARTNER, ADMINISTRATIVE AGENT OR COLLATERAL AGENT FOR ANY LOSS, DAMAGE
(INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGE) OR EXPENSE CAUSED BY ANY ITEM OF
EQUIPMENT EXCEPT TO THE EXTENT CAUSED BY SUCH PARTY'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OR LESSOR'S BREACH OF ITS COVENANT OF QUIET ENJOYMENT IN
SECTION 2 OF THE LEASE FOR ANY REASON WHATSOEVER.

                  3. Conditions Precedent.

                  3.1. Lessor Conditions. Lessor shall have no obligation to
acquire any Item of Equipment proposed by Lessee to be leased under the Lease
Agreement on any Funding Date (with respect to any Funding Date, each such Item
of Equipment to be so leased, a "Subject


                                      -16-
<PAGE>


Item") and subject it to the Lease Agreement unless on or before such Funding
Date each of the following conditions are fulfilled:

                  (a) There shall exist no Lease Default or Lease Event of
Default and all representations and warranties of Lessee and Guarantor contained
herein and in the other Operative Documents shall be true and correct in all
material respects as of such Funding Date.

                  (b) Each Subject Item is reasonably acceptable to Lessor and
Administrative Agent.

                  (c) Each Item of Equipment is free of all Liens other than
Permitted Liens and Lessor Liens.

                  (d) The aggregate of the Acquisition Costs of each Subject
Item is less than or equal to the Maximum Acquisition Cost for such Funding
Date.

                  (e) Lessor and Administrative Agent shall have received a
Lessee Certificate, dated such Funding Date with respect to such Subject Item
duly executed by a Responsible Officer of Lessee.

                  (f) Lessor shall have received the related Participation
Agreement Supplement, the related Lease Supplement, a Note Purchase Agreement or
Underwriting Agreement for the Tranche A Notes to be first issued on such
Funding Date in the aggregate equal to aggregate of Tranche A Components of all
Subject Items to be first leased on such Funding Date, a Bill of Sale for each
Subject Item, a Funding Escrow Agreement and each other agreement described
under the heading "Additional Conditions Precedent" on the related Participation
Agreement Supplement in each case duly authorized, executed and delivered by
each other party thereto.

                  (g) All licenses, registrations, permits, consents and
approvals required by Applicable Laws or by any Governmental Entity (i) in
connection with Lessor's rights and interests in such Item of Equipment to the
extent such licenses, registrations, permits, consents or approvals are required
because of the nature of the Equipment and (ii) in connection with the delivery,
acquisition, use and operation of such Subject Item shall have been obtained to
the satisfaction of Lessor.

                  (h) Lessor shall have received from Lessee, in form and
substance satisfactory to Lessor, resolutions of the board of directors of
Lessee or other written evidence of appropriate corporate action, and the
certificate of incorporation and by-laws, each certified as of such Funding Date
by the secretary of Lessee, duly authorizing the execution, delivery and
performance of this Agreement, the Lease Agreement and each other document to be
delivered in connection therewith to which it is a party, together with an
incumbency certificate as to the person or persons authorized to execute and
deliver such documents on behalf of Lessee.

                  (i) Lessor shall have received from Guarantor, in form and
substance satisfactory to Lessor, resolutions of the board of directors of
Guarantor or other written evidence of appropriate corporate action, and the
certificate of incorporation and by-laws, each certified by


                                      -17-
<PAGE>


the secretary of Guarantor as of such Funding Date, duly authorizing the
execution, delivery and performance of the Participation Agreement and each
other document to be delivered in connection therewith to which it is a party,
together with an incumbency certificate as to the person or persons authorized
to execute and deliver such documents on behalf of Guarantor.

                  (j) Lessor shall have received from Lessee, in form and
substance satisfactory to Lessor, a certificate dated such Funding Date executed
by a duly authorized officer of Lessee, the truth and accuracy of which shall be
a condition to Lessor to acquire such Item of Equipment, confirming that each of
the representations and warranties set forth in Section 2.1 and 2.1A are true
and correct as if made on and as of such date except to the extent such
representations and warranties expressly provide that they relate solely to an
earlier date.

                  (k) Lessor shall have received from Guarantor, in form and
substance satisfactory to Lessor, a certificate dated such Funding Date,
executed by a duly authorized officer of Guarantor, the truth and accuracy of
which shall be a condition to Lessor to acquire such Item of Equipment,
confirming that each of the representations and warranties set forth in Section
2.2 are true and correct as if made on and as of such date except to the extent
such representations and warranties expressly provide that they relate solely to
an earlier date.

                  (l) Lessor shall have received written opinions of Gardere
Wynne Sewell LLP, counsel to Lessee and Guarantor, dated such Funding Date and
addressed to Lessor, Indenture Trustee, the Initial Purchasers, each Tranche B
Lender, Administrative Agent and Collateral Agent in form and substance
reasonably satisfactory to Lessor.

                  (m) Lessor shall have received a written opinion of Mark
Carlton, Esq., in-house counsel to Lessee and Guarantor, dated such Funding Date
and addressed to Lessor, Indenture Trustee, the Initial Purchasers, each Tranche
B Lender, Administrative Agent and Collateral Agent in form and substance
reasonably satisfactory to Lessor.

                  (n) Lessee shall have delivered a good standing certificate
dated within five (5) days of such Funding Date from the State of Texas and
state in which Lessee is incorporated and Guarantor shall have delivered a good
standing certificate dated within five (5) days of such Funding Date from the
State of Texas and state in which Guarantor is incorporated.

                  (o) Lessor shall have received for each Subject Item on or
before the Funding Date an Appraisal dated within thirty (30) days of such
Funding Date confirming that the aggregate Acquisition Costs of such Subject
Item and all other Subject Items is less than or equal to both the aggregate
Initial Fair Market Values and the aggregate Residual Values of all Subject
Items.

                  (p) Lessee shall have paid all of the reasonable costs and
expenses incurred by Lessor, Lessor General Partner, Indenture Trustee, Bankers
Trust Company as Tranche B Lender, Administrative Agent and Collateral Agent (in
each case including attorneys' fees), and required to be paid by Lessee under
the Operative Documents, in each case invoiced at least one day prior to such
Funding Date.


                                      -18-
<PAGE>


                  (q) Lessor and Administrative Agent shall have received at
least three (3) LIBOR Banking Days before the Funding Date a Funding Notice
executed and delivered by Lessee with the amounts to be funded by each Tranche B
Lender with a commitment to make a Tranche B Loan on such date identified
thereon.

                  (r) Lessor shall have received the proceeds of the Tranche A
Notes to be issued on such Funding Date as contemplated by the Note Purchase
Agreement or Underwriting Agreement for such Tranche A Notes.

                  (s) Lessor shall have received the proceeds of the Tranche B
Loans set forth in the Funding Notice for such Funding Date.

                  (t) Lessor shall have received from Limited Partners any
amounts required of them in the Limited Partnership Agreement.

                  (u) Lessor shall have received from Lessee payment of any
Lease Premium due on such Funding Date or there shall be due and owing by Lessor
to Lessee on such Funding Date an amount equal to or greater than such Lease
Premium against which Lessor may credit in accordance with Section 7.13 of the
Lease Agreement the full amount of such Lease Premium.

                  (v) Lessor shall have received an insurance certificate in
form and substance satisfactory to Lessor confirming that the Equipment is
insured in accordance with the provisions of Section 20 of the Lease Agreement.

                  (w) Administrative Agent shall have received the payment of
all fees due on or before such Funding Date as may be set forth in the letter
agreement between Administrative Agent and Lessee.

                  (x) Lessee shall have executed and delivered to Administrative
Agent Lessee Financing Statements for the Subject Items.

                  (y) Lessor shall have received at any time prior to the
Funding Date lien search results in form and substance reasonably acceptable to
it searching the Uniform Commercial Code records of, with respect to Guarantor,
the state of its incorporation and the State of Texas, and with respect to
Lessee, the state of its incorporation, the State of Texas, each state in which
a Subject Item is located, and in states that require filings in local
jurisdictions in order to perfect a security interest in a Subject Item, each
such local jurisdiction, each indicating that, after the filing of those UCC
release or termination statements, if any, executed and delivered by Lessee and
all other relevant Persons to Administrative Agent on or before such Funding
Date, the representations set forth in Section 2.1(l) will be accurate and
complete in all respects to the extent determinable from such searches.

                  (z) Lessor shall have received such other confirmatory
assignments, conveyances, financing and continuation statements, transfer
endorsements and other assurances or instruments other than estoppel
certificates or other agreements, certificates or other documents to be
delivered by any Sublessee or other Person (other than an Affiliate of Lessee)
which Lessor may reasonably request to perfect, preserve or protect Lessor's
security interest granted under


                                      -19-
<PAGE>


Section 9 of the Lease Agreement, in form and substance satisfactory to Lessor,
as Lessor may reasonably request in writing at least five (5) Business Days
before such Funding Date.

                  The leasing of each Item of Equipment by Lessee hereunder
shall constitute a representation and warranty by Lessee as of the date such
leasing commences that the conditions contained in Section 3.1 have been
satisfied.

                  3.2. Tranche B Lender Conditions. No Tranche B Lender shall
have any obligation to make a Tranche B Loan for the acquisition of any Subject
Item hereunder unless on or before the Funding Date therefor each of the
following conditions are fulfilled:

                  (a) The conditions precedent to Lessor's obligation to lease
such Subject Item in accordance with the terms hereof (except for the condition
precedent set forth in Sections 3.1(s)) shall have been satisfied, without
waiver or modification (except as consented to by Administrative Agent), and
such Tranche B Lender shall have received copies of all documents and opinions
with respect thereto.

                  (b) There shall exist no Loan Default or Loan Event of Default
and all representations and warranties of Lessor and Lessor General Partner
contained herein and in the other Operative Documents shall be true and correct.

                  (c) Each other Tranche B Lender with a commitment to make a
Tranche B Loan on such Funding Date shall have funded its pro rata share of the
Tranche B Loans to be funded on such Funding Date based upon its Tranche B
Commitment and the amount of the Tranche B Loan to be made by such Tranche B
Lender does not exceed its Tranche B Commitment.

                  (d) Such Tranche B Lender shall have received original
counterparts (unless otherwise specified) in each case duly authorized, executed
and delivered by each other party thereto in form and substance satisfactory to
such Tranche B Lender and in full force and effect of this Agreement, the
related Participation Agreement Supplement, such Tranche B Lender's related
Tranche B Note, a copy of the related Security Supplement and a Funding Escrow
Agreement.

                  (e) Such Tranche B Lender shall have received from Lessor, in
form and substance satisfactory to such Tranche B Lender, a copy of Lessor's
Certificate of Limited Partnership and the Limited Partnership Agreement, each
certified as of such Funding Date by the secretary of Lessor General Partner.

                  (f) Such Tranche B Lender shall have received from Lessor
General Partner, in form and substance satisfactory to such Tranche B Lender,
Lessor General Partner's Certificate of Incorporation, By-Laws, and resolutions
of its board of directors duly authorizing the execution, delivery and
performance of this Agreement, the Lease Agreement, and each other document to
be delivered in connection therewith to which it is a party, each certified as
of such Funding Date by the secretary of Lessor General Partner, together with
an incumbency certificate


                                      -20-
<PAGE>


as to the person or persons authorized to execute and deliver such documents on
behalf of Lessor General Partner.

                  (g) Such Tranche B Lender shall have received a certificate in
form and substance satisfactory to such Tranche B Lender dated such Funding Date
from Lessor General Partner, the truth and accuracy of which shall be a
condition to the obligation of such Tranche B Lender to make its Tranche B Loan,
confirming that each of the representations and warranties of Lessor and Lessor
General Partner set forth in Sections 2.3, 2.4 and 2.5 are true and correct as
if made on and as of such date except to the extent such representations and
warranties expressly provide that they relate solely to an earlier date.

                  (h) Such Tranche B Lender shall have received written opinions
of counsel to Lessor and Lessor General Partner dated such Funding Date and
addressed to Indenture Trustee, the Initial Purchasers of the Tranche A Notes to
be issued on such date, each Tranche B Lender making a Tranche B Loan on such
date, Administrative Agent, and Collateral Agent, in form and substance
reasonably acceptable to such Tranche B Lender.

                  (i) Each of Lessor and Lessor General Partner shall have
delivered a good standing certificate dated within ten (10) days of such Funding
Date from the State of Delaware.

                  (j) Administrative Agent shall have received, in each case
duly authorized, executed and delivered by Lessor in form and substance
satisfactory to Administrative Agent and in full force and effect, the Lessor
Financing Statements for such Subject Item.

                  (k) Administrative Agent shall have received such other
confirmatory assignments, conveyances, financing and continuation statements,
transfer endorsements and other assurances or instruments other than estoppel
certificates or other agreements, certificates or other documents to be
delivered by any Sublessee or other Person (other than an Affiliate of Lessee)
which Majority Lenders may reasonably request to perfect, preserve or protect
Collateral Agent's security interest granted hereunder, in form and substance
satisfactory to Majority Lenders as Majority Lenders may reasonably request in
writing at least five (5) Business Days before such Funding Date.

                  4. Commitments and Fundings.

                  4.1. Tranche B Commitments. Subject to and upon the terms and
conditions set forth in Section 3 for the benefit of Tranche B Lenders, each
Tranche B Lender agrees to make on a Funding Date a single, non-revolving loan
to Lessor in an aggregate principal amount up to the amount of its Tranche B
Commitment set forth on the Participation Agreement Supplement for such Funding
Date (each such loan, a "Tranche B Loan"). Each party hereto agrees that, except
as provided below, no Tranche B Lender shall be required to make any Tranche B
Loan on any Funding Date hereunder in an amount in excess of its pro rata share
(based upon the aggregate of the Tranche B Commitments) of the aggregate Tranche
B Components to be funded on such Funding Date. Each Tranche B Lender's
obligation hereunder is several, such that the failure of any Tranche B Lender
to make a Tranche B Loan or satisfy any other obligation shall not relieve any
other Tranche B Lender of its obligations hereunder, and if


                                      -21-
<PAGE>


any Tranche B Lender with a commitment to make a Tranche B Loan on any Funding
Date shall fail to make a Tranche B Loan on such date each other Tranche B
Lender shall make an additional Tranche B Loan in an amount equal to its pro
rata share (based upon the aggregate of the Tranche B Commitments for such
Funding Date of the non-defaulting Tranche B Lenders) of the Tranche B Loan that
was to have been made by the defaulting Tranche B Lender, provided that the
maximum aggregate amount of Tranche B Loans that any Tranche B Lender shall be
obligated to make on any Funding Date shall not exceed its Tranche B Commitment
set forth on the Participation Agreement Supplement for such Funding Date. Any
Tranche B Loan made by another Tranche B Lender of a portion of a Tranche B Loan
to have been made by a defaulting Tranche B Lender shall not relieve such
defaulting Tranche B Lender of its obligations hereunder. If the conditions to
the obligations of any Tranche B Lender specified in Section 3.2 have not been
fulfilled or waived by it on or before the Commitment Termination Date at the
time in effect, such Tranche B Lender shall be relieved of all further
obligations to make any Tranche B Loan. Nothing in this Section 4.1 shall
operate to relieve Lessor, Lessee or Guarantor from their respective obligations
under the Operative Documents or to waive any Tranche B Lender's rights against
Lessor, Lessee or Guarantor.

                  4.2. Lessor Commitment to Purchase. Subject to and upon the
terms and conditions herein set forth for the benefit of Lessor, Lessee may
cause Sellers to sell to Lessor on any Funding Date and in such event Lessor
agrees to buy for the Acquisition Cost thereof and lease to Lessee on such
Funding Date certain natural gas compressor equipment. If the conditions to the
obligations of Lessor in Section 3.1 have not been fulfilled or waived by it on
or before the Commitment Termination Date at the time in effect, Lessor shall be
relieved of all further obligations to acquire from or lease to Lessee any
natural gas compressor equipment.

                  4.3. Lease Supplements. Upon the sale and lease of an Item of
Equipment in accordance with Section 4.2 Lessee shall execute and deliver to
Lessor a Lease Supplement for such Item of Equipment which Lease Supplement upon
satisfaction of the conditions precedent in Section 3.1 shall thereafter be
executed by Lessor and a signed counterpart provided to Lessee. Upon execution
and delivery by Lessee of such Lease Supplement, such Item of Equipment shall
automatically become in accordance with this Section 4.3 subject to the Lease
Agreement and an "Item of Equipment" thereunder.

                  4.4. Rights in Equipment. Upon the execution and delivery by
Lessee of a Lease Supplement relating to an Item of Equipment and satisfaction
of the other applicable conditions precedent set forth in Section 3, Lessor
shall have good and marketable title to such Item of Equipment subject only to
Permitted Liens and Lessor Liens and shall be obligated to pay or reimburse
Lessee in full for the Acquisition Cost of such Item of Equipment in accordance
with the provisions of this Agreement, provided that nothing in this Section 4.4
shall affect in any manner the respective rights and obligations of Lessor and
Lessee under the Lease Agreement or shall reduce or diminish any claim or remedy
for damages which Lessor or Lessee might assert for any breach or violation of
the terms of the Lease Agreement or of this Agreement.

                  4.5. Funding Dates. Each Funding Date after the Closing Date
shall occur only during a Commitment Period and, unless otherwise provided on
the related Participation


                                      -22-
<PAGE>


Agreement Supplement, there shall be no more than one Funding Date during any
Commitment Period.

                  4.6. Limitation on Size of Facility. Notwithstanding anything
to the contrary in the Operative Documents, the aggregate of all Tranche A Notes
at any time issued and all Tranche B Loans and Equity Contributions at any time
made shall not exceed $793,000,000.

                  5. Selection of Floating Lease Payment Period.

                  Provided no lease Event of Default shall have occurred and is
continuing Lessee shall at least three (3) LIBOR Banking Days prior to each
Floating Payment Date (other than a Floating Payment Date in the third-month of
a six-month LIBOR Floating Payment Period) deliver to Lessor written irrevocable
notice of its election to have both the Applicable Equity Rate and the
Applicable Tranche B Rate components of Floating Lease Payments for all Items of
Equipment be based on one-month, two-month, three-month, or six-month LIBOR or
on the Alternate Rate and Lessor shall promptly deliver notice of such election
to Administrative Agent. The Floating Lease Period based on one-month,
two-month, three-month or six-month LIBOR shall commence on such Floating
Payment Date and shall end on the calendar date corresponding to the first day
of such Floating Lease Period in the first, second, third or six month after
such Floating Payment Date, respectively; provided however, if such day is not a
LIBOR Banking Day, then the last day of such Floating Lease Period shall be the
next LIBOR Banking Day, provided further, if such next LIBOR Banking Day would
be in the next calendar month, then the last day of such Floating Lease Period
shall be the immediately preceding LIBOR Banking Day. The Floating Lease Period
for Alternate Rate based Floating Lease Payments shall commence on such Floating
Payment Date and shall end on the date specified for such in Lessee's notice of
election, provided such date shall not be more than ninety (90) days from such
Floating Payment Date. Lessee shall not make an election that would cause the
new Floating Payment Date resulting from such election to be later than the
Scheduled Termination Date. If Lessee fails to provide such notice of election
at least three (3) LIBOR Banking Days before any Floating Payment Date, Lessee
shall be deemed to have elected a one-month LIBOR based Applicable Equity Rate
and Applicable Tranche B Rate. At any time while a Lease Event of Default
exists, the Floating Payment Period shall be based on one-month LIBOR.

                  6. Default Purchase Options and Cure Rights.

                  6.1. Right to Cure Certain Lease Events of Default.

                  (a) If Lessee shall fail to make any Lease Payment when the
same shall have become due, and if such failure of Lessee to make such Lease
Payment shall not constitute the third consecutive such failure, then Lessor,
any Tranche B Lender or Tranche B Lenders (the "Curing Party") may (but is not
obligated to) pay to Collateral Agent for the benefit of Secured Parties, at any
time prior to the earlier of the expiration of ten (10) Business Days after the
Curing Party shall have received notice from Administrative Agent of the failure
of Lessee to make such Lease Payment, an amount equal to the Lease Payment or
Lease Payments then due by reason of the failure of Lessee to pay such Lease
Payment (otherwise than by declaration of acceleration) on such


                                      -23-
<PAGE>


Payment Date, and such payment by the Curing Party shall be deemed to have cured
any Loan Event of Default which arose or would have arisen from such failure of
Lessee.

                  (b) If Lessee shall fail to make any Supplemental Payment when
the same shall become due, or otherwise fail to perform any of its obligations
(other than the payment of a Lease Payment under the Lease Agreement) under any
Operative Document to which it is a party, which failure shall continue until
such time as such failure shall constitute a Lease Event of Default upon notice
to Lessee and can be cured by the payment of money, then a Curing Party may (but
is not obligated to) make such payment or perform such obligation through the
payment of money at any time prior to the expiration of ten (10) Business Days
after such Curing Party shall have received notice of the occurrence of any such
failure, and such payment or performance by such Curing Party shall be deemed to
have cured any Loan Event of Default which arose or would have arisen from such
failure of Lessee.

                  (c) Upon such payment or performance by a Curing Party, such
Curing Party shall (to the extent of such payment made by it and the costs and
expenses incurred in connection with such payments and performance thereof
together with interest thereon) be subrogated to the rights of Lessor and
Secured Parties to receive from Lessee the Lease Payment or Supplemental
Payment, as the case may be, paid by such Curing Party. If Collateral Agent
shall thereafter receive from Lessee such Lease Payment or Supplemental Payment,
Collateral Agent shall forthwith remit such payment to such Curing Party in
reimbursement for the funds so advanced by it.

                  (d) Until the expiration of the period during which the Curing
Party shall be entitled to exercise rights under Section 6.1(a) or (b) with
respect to any failure by Lessee referred to therein, neither Administrative
Agent, Collateral Agent, Indenture Trustee nor any Secured Party shall take or
commence any action it would otherwise be entitled to take or commence under the
Operative Documents as a result of such failure by Lessee.

                  6.2. Lessee Cure Right. Notwithstanding anything to the
contrary contained in this Agreement or any of the other Operative Documents,
each of Lessor, Indenture Trustee, each Tranche B Lender, Administrative Agent
and Collateral Agent hereby agrees with and for the benefit of Lessee as
follows:

                  (a) Lessee shall have the right to satisfy any conditions
precedent set forth in Section 3.2 in the event that Lessor fails to do so on a
timely basis, to the extent such condition precedent may be satisfied by a party
other than Lessor and to the extent it may be satisfied without violating any
law, court order or contractual obligation applicable thereto.

                  (b) Lessee shall have the right, in place of Lessor, to cure
within the grace periods provided therefor, to the extent capable of cure by a
party other than Lessor, any Loan Default or Loan Event of Default.

                  (c) Copies of all notices from Indenture Trustee, any Secured
Party, Administrative Agent or Collateral Agent to Lessor hereunder or under the
Indenture or Tranche B Loan Agreement shall be sent to Lessee by the sending
party and no such notice shall be effective for any purpose hereunder or
thereunder unless sent to Lessee.


                                      -24-
<PAGE>


                  (d) Lessor will, promptly upon becoming aware of any Loan
Default or Loan Event of Default, other than a Loan Default or Loan Event of
Default arising from a Lease Default or Lease Event of Default, notify Lessee of
the occurrence of such Loan Default or Loan Event of Default.

                  (e) Each payment by Lessee or Guarantor to Collateral Agent
under the Operative Documents shall be deemed to constitute a payment to
Indenture Trustee, any Tranche A Noteholder, any Tranche B Lender,
Administrative Agent or Collateral Agent, as the case may be, of the
corresponding payment obligation owing by Lessor to such Indenture Trustee,
Tranche A Noteholder, Tranche B Lender, Administrative Agent or Collateral Agent
under any of the Operative Documents solely for the purpose of determining
amounts owed by Lessee under the Operative Documents.

                  7. Security.

                  7.1. Security Interest. For valuable consideration, and to
secure the due payment and performance of all principal of, premium, if any, and
interest on the Tranche A Notes and the Tranche B Loans, Premium, Makewhole, and
Breakage Costs, if any, and all indebtedness and other liabilities and
obligations, whether now existing or hereafter arising (including any
obligations to indemnify, reimburse or pay costs and/or expenses) of Lessor to
Indenture Trustee, any Secured Party, Administrative Agent or Collateral Agent
arising out of or in any way connected with the Operative Documents and all
instruments, agreements and documents executed, issued and delivered pursuant
thereto (collectively, the "Secured Obligations"), Lessor hereby assigns,
conveys, mortgages, pledges, hypothecates, transfers and sets over to Collateral
Agent, and grants to Collateral Agent, for the benefit of the Secured Parties, a
first Lien on and security interest in the rights, title and interest of Lessor
now held or hereafter acquired in and to the following, except for Excepted
Payments and Excepted Rights with respect thereto (collectively, along with all
other rights, titles and interest pledged by Lessor to Collateral Agent pursuant
to any Security Supplements, the "Lessor Collateral"):

                  (a) the Items of Equipment;

                  (b) all Subleases pertaining to the Items of Equipment;

                  (c) any Bill of Sale and all warranties (including, without
         limitation, warranties of title, merchantability, fitness for a
         particular purpose, quality and freedom from defects) and rights of
         recourse against manufacturers, assemblers, sellers and others in
         connection with the Items of Equipment;

                  (d) the Security Documents, all Accrued Interest Premium, all
         Tranche A Premium and all Lease Payments and Supplemental Payments
         payable under this Agreement and the Lease Agreement and all other sums
         payable thereunder;

(e) all accounts, contract rights, general intangibles and all other property
rights of any nature whatsoever arising out of or in connection with this
Agreement, the Lease Agreement or the Items of Equipment, including, without
limitation, Lease


                                      -25-

<PAGE>
         Payments, Supplemental Payments and Lessee Collateral and any other
         payments due and to become due under this Agreement, the Lease
         Agreement and the Subleases whether as repayments, reimbursements,
         contractual obligations, indemnities, damages or otherwise;

                  (f) all moneys now or hereafter paid or required to be paid to
         Indenture Trustee or any Secured Party pursuant to any Operative
         Document;

                  (g) all proceeds of Lessor Collateral including, without
         limitation, all rentals, income and profits in respect of the Items of
         Equipment, whether under the Lease Agreement or otherwise, all credits
         granted by any manufacturer or vendor with respect to the return of any
         Item of Equipment and the proceeds of any insurance payable with
         respect to the Items of Equipment;

                  (h) all claims, rights, powers, or privileges and remedies of
         Lessor under this Agreement and the Lease Agreement;

                  (i) all rights of Lessor under this Agreement and the Lease
         Agreement to make determinations to exercise any election (including,
         but not limited to, election of remedies) or option or to give or
         receive any notice, consent, waiver or approval, together with full
         power and authority to demand, receive, enforce, collect or receipt for
         any of the foregoing or any property which is the subject of this
         Agreement or the Lease Agreement, to enforce or execute any checks, or
         other instruments or orders, to file any claims and to take any action
         which (in the opinion of Collateral Agent) may be necessary or
         advisable in connection with any of the foregoing; and

                  (j) all moneys and investments held by Lessor as security
         under Section 28.4.4 of the Lease Agreement.

provided, however, Collateral Agent agrees for the benefit of Lessor that so
long as no Loan Event of Default has occurred and is continuing, it will not
exercise any of the rights assigned to it under clauses (h) and (i) of this
Section 7, other than the right to receive amounts due under the Lease Agreement
and Section 9 of this Agreement, without the prior written consent of Lessor and
Administrative Agent.

                  7.2. Further Assurances. For each Item of Equipment, Lessor
will, at Lessee's expense, make, execute, endorse, acknowledge, file and/or
deliver to Collateral Agent from time to time such confirmatory assignments,
conveyances, financing and continuation statements, transfer endorsements and
other assurances or instruments other than estoppel certificates or other
agreements, certificates and other documents to be delivered by any Sublessee or
other Person (other than an Affiliate of Lessee) which Administrative Agent may
reasonably request to perfect, preserve or protect Collateral Agent's security
interest granted hereunder. To the extent permitted by Applicable Law, Lessor
authorizes Collateral Agent to file any such financing and continuation
statements without the signature of Lessor and Lessor will pay all applicable
filing fees and related expenses. Lessor will, at Lessee's expense and upon the
request of Administrative Agent, qualify with the Texas Secretary of State to do
business in the State of Texas as a foreign limited partnership.


                                      -26-
<PAGE>

                  7.3. Termination. Upon the full and final discharge and
satisfaction of Lessor's obligations with respect to (i) all amounts owed under
the Operative Documents, (ii) all amounts owed under Sections 2.5.1 and 2.5.2 of
the Tranche B Loan Agreement and Article 3 or Sections 4.13, 4.14 or 7.01 of the
Indenture in relation to the purchase by Lessee of any Item of Equipment and
(iii) any Item of Equipment replaced in accordance with Section 13 of the Lease
Agreement, unless in the case of clause (ii) or (iii) a Lease Event of Default
shall have occurred and be continuing, the provisions of this Section 7 and each
Security Supplement shall terminate with respect to all Lessor Collateral or
such Items of Equipment (as applicable) and all right, title and interest of
Collateral Agent in and to all Lessor Collateral or such Items of Equipment (as
applicable) and the proceeds thereof shall revert to Lessor. Following payment
or substitution in accordance with the foregoing sentence, Lessor's obligations
to Indenture Trustee, Secured Parties, Administrative Agent and Collateral Agent
in and to all Items of Equipment or such Items of Equipment (as applicable)
shall terminate. Upon the occurrence and during the continuation of a Lease
Event of Default, the foregoing discharge shall be made only following
satisfaction of all of Lessee's obligations to purchase the Items of Equipment
under Section 24(d) of the Lease Agreement. Collateral Agent shall, at Lessor's
expense, execute and deliver any evidence of such release as Lessor may
reasonably require and furnish to Collateral Agent.

                  7.4. Other Security. To the extent that the obligations of
Lessor under any Operative Document are now or hereafter secured by property
other than Lessor Collateral or by the guarantee, endorsement or property of any
other Person, then at the written request of Administrative Agent, and in
accordance with its written instructions, Collateral Agent shall have the right
to pursue, relinquish, subordinate, modify or take any other action with respect
thereto, without in any way modifying or affecting any of Collateral Agent's
rights and remedies hereunder.

                  7.5. Power of Attorney. Lessor irrevocably authorizes
Collateral Agent and does hereby make, constitute and appoint Collateral Agent
and any officer of Collateral Agent, with full power of substitution, as
Lessor's true and lawful attorney-in-fact, with power, in its own name or in the
name of Lessor, to endorse any notes, checks, drafts, money orders, or other
instruments of payment (including payments payable under or in respect of any
policy of insurance) in respect of Lessor Collateral that may come into
possession of Collateral Agent; to sign and endorse any invoice, freight or
express bill, bill of lading, storage or warehouse receipts, drafts against
debtors, assignments, verifications and notices in connection with accounts, and
other documents relating to Lessor Collateral; to pay or discharge Taxes, Liens,
security interests or other encumbrances at any time levied or placed on or
threatened against Lessor Collateral; to demand, collect, receipt for,
compromise, settle and sue for monies due in respect of Lessor Collateral; and
generally, to do, at Collateral Agent's option and at Lessor's expense, at any
time, or from time to time, all acts and things which Collateral Agent deems
necessary to protect, preserve and realize upon Lessor Collateral and Collateral
Agent's security interests therein and in order to effect the intent of the
Operative Documents all as fully and effectually as Lessor might or could do;
and Lessor hereby ratifies all that said attorney shall lawfully do or cause to
be done by virtue hereof. This power of attorney shall be coupled with an
interest and irrevocable for the term of this Agreement and thereafter as long
as any of the obligations of Lessor under any Operative Document shall be
outstanding. The powers conferred on Collateral Agent hereunder are solely to
protect the security interest in Lessor Collateral and shall not impose any


                                      -27-
<PAGE>
duty upon Collateral Agent to exercise any such powers. Collateral Agent shall
be accountable only for amounts that it actually receives as a result of the
exercise of such powers and neither it nor any of its officers, directors or
employees shall be responsible to Lessor for any act or failure to act, except
for its own gross negligence or willful misconduct.

                  7.6. Assignment of Rights. Lessor agrees that the assignments
herein are irrevocable and it will not, while said assignments are in effect or
thereafter until Lessor has received from Administrative Agent notice of the
termination thereof, take any action as Lessor under the Lease Agreement or
otherwise which is inconsistent with this Agreement or make any other
assignment, designation or direction inconsistent herewith and that any
assignment, designation or direction inconsistent herewith shall be void. Lessor
and Collateral Agent agree that the following are, without limitation, rights,
powers, privileges, options, and benefits exclusively assigned by Lessor to
Collateral Agent (to the exclusion of Lessor) hereunder: (i) all of Lessor's
right to make claim for, receive, collect and receipt for (and to apply the same
to the payment of the principal of, Premium, Makewhole or Breakage Costs, if
any, and interest on the Tranche A Notes and Tranche B Loans) all rents, income,
revenues, issues, profits, insurance proceeds, condemnation awards, sales
proceeds and other sums payable or receivable under this Agreement and the Lease
Agreement or pursuant hereto or thereto, (ii) all of Lessor's right to make
waivers and agreements, to give and receive all notices and other instruments in
its capacity as Lessor under the Operative Documents, (iii) all of Lessor's
right to take action upon the happening of Lease Event of Default, including the
commencement, conduct and consummation of proceedings at law or in equity as
shall be permitted under any provision of the Lease Agreement or by law, and
(iv) all of Lessor's right to do all other things which Lessor is or may become
entitled to do under the Lease Agreement.

                  7.7. Transfer of the Collateral by Collateral Agent.
Collateral Agent, Indenture Trustee or any Secured Party may be a transferee of
Lessor Collateral or of any part thereof or of any interest therein at any sale
thereof, whether pursuant to foreclosure or power of sale or otherwise
hereunder, and may apply upon the transfer price the indebtedness secured hereby
owing to such transfer, to the extent of such transferee's distributive share of
the transfer price to the extent permitted by Applicable Law. Any such
transferee shall, upon any such transfer, acquire title to the properties so
transferred, free of the Lien of this Agreement.

                  7.8. No Segregation of Monies; No Interest. Any monies paid to
or retained by Collateral Agent pursuant to any provision hereof and not then
required to be distributed to any party as provided in this Section 7 need not
be segregated in any manner except to the extent required by law, and may be
deposited under such general conditions as may be prescribed by law, without
interest.

                  7.9. Distribution of Moneys. Except as may be otherwise
provided in this Section 7 and for so long as no Loan Event of Default or Loan
Default resulting from any failure to make a payment under the Indenture or
Tranche B Loan has occurred and is continuing, all moneys received by Collateral
Agent shall be applied in accordance with this Section 7.9:

                  (a) Scheduled and End of Term Purchase Option Payments. Moneys
received by Collateral Agent constituting Lease Payments other than any payment
due under Section 29.1


                                      -28-
<PAGE>

or 29.2 of the Lease Agreement (including the payment of interest on any such
overdue amount), shall be applied without duplication (as determined by
Administrative Agent) on the date received by Collateral Agent:

                  First, to Indenture Trustee for the benefit of Tranche A
         Noteholders and to each Tranche B Lender for all principal, interest,
         Premium, Makewhole and Breakage, if any, due each such Person, in each
         case on a pari passu basis;

                  Second, to each Lessor Indemnified Person on a pari passu
         basis, all other amounts then due such Person under the Operative
         Documents;

                  Third, to Lessor all amounts then due Lessor under Section 10;

                  Fourth, for the benefit of Lessor, to each Limited Partner on
         a pari passu basis, for all amounts then due Limited Partners, under
         the Limited Partnership Agreement and the Lessor Indemnity Agreement;
         and

                  Fifth, the balance, if any, of such payment remaining
         thereafter shall be distributed to Lessor to be distributed in
         accordance with the Lease Agreement and Limited Partnership Agreement.

                  (b) Prepayments. Moneys received by Collateral Agent
constituting payment of Acquisition Cost with respect to any Early Purchase
Option under Section 28.4.1, 28.4.2 or 28.4.3 of the Lease Agreement shall be
applied without duplication (as determined by Administrative Agent) on the date
received by Collateral Agent:

                  First, to Indenture Trustee for the benefit of Tranche A
         Noteholders and to each Tranche B Lender for all principal, interest,
         Premium, Makewhole and Breakage Costs, if any, then due such Person in
         each case on a pari passu basis, provided however, if the amount
         received under Section 28.4.3 of the Lease Agreement is less than the
         Equity Redemption Target or the Net Proceeds Redemption Target, as the
         case may be, then the amounts to be paid to Tranche B Lenders hereunder
         shall be reduced by the amount of such shortfall.;

                  Second, for the benefit of Lessor, to each Limited Partner on
         a pari passu basis for all amounts then due under the Limited
         Partnership Agreement and its pro rata share (based upon the aggregate
         Equity Contributions of all Limited Partners) of the Equity Component
         of each Item of Equipment so purchased; and

                  Third, to each other party hereto in accordance with clauses
         Second, Third and Fifth of Section 7.9(a).

                  (c) Payments after an End of Term Sale or Redelivery of
Equipment. All moneys received by Collateral Agent in accordance with Sections
28.3, 29.1 and 29.2 of the Lease Agreement shall be applied without duplication
(as determined by Administrative Agent) on the date received by Collateral
Agent:


                                      -29-
<PAGE>

                  First, to Indenture Trustee for the benefit of Tranche A
         Noteholders for principal and interest due on the Tranche A Notes;

                  Second, to Tranche B Lenders on a pari passu basis for
         principal and interest due on the Tranche B Loans; and

                  Third, to each other party hereto in accordance with clauses
Second through Fifth of Section 7.9(a).

                  (d) Excepted Payments. Moneys received by Collateral Agent
constituting Excepted Payments shall be paid promptly after receipt thereof to
the Persons entitled thereto in accordance with the Operative Documents.

                  7.10. Payments after a Loan Event of Default. All payments
received and all amounts held or realized by Collateral Agent (including any
amounts realized by Collateral Agent from the exercise of any remedies) after
the occurrence and during the continuance of a Loan Event of Default or Loan
Default resulting from any failure to make a payment under the Indenture or
Tranche B Loan, and all payments or amounts then held or thereafter received by
Collateral Agent hereunder or under the Operative Documents other than Excepted
Payments, shall, so long as such Loan Event of Default continues and shall not
have been waived in writing by (i) Indenture Trustee, acting on behalf of the
Tranche A Noteholders, in the event of a Tranche A Event of Default that is not
also a Tranche B Event of Default, (ii) Majority Tranche B Lenders in the event
of a Tranche B Event of Default that is not also a Tranche A Event of Default or
(iii) Indenture Trustee, acting on behalf of the Tranche A Noteholders, and
Majority Tranche B Lenders for any Loan Event of Default that is both a Tranche
A Event of Default and a Tranche B Event of Default, be applied on the date
received:

                  First, so much of such payments or amounts held or realized by
         Collateral Agent as shall be required to reimburse Collateral Agent,
         Administrative Agent and Indenture Trustee for any expenses not
         reimbursed by Lessor in connection with the collection or distribution
         of such amounts held or realized by Collateral Agent or in connection
         with the expenses incurred in enforcing its remedies hereunder and
         preserving Lessor Collateral including, without limitation, those
         expenses contemplated under Section 12.1 of this Agreement, shall be
         retained by Collateral Agent or paid to Administrative Agent or
         Indenture Trustee, as the case may be; and

                  Second, to each other party hereto in accordance with clauses
         First through Third of Section 7.9(a) with any amounts remaining to be
         held as security for Lessor's and Lessee's obligations under the
         Operative Documents for so long as any Event of Default has occurred
         and is continuing and thereafter clauses Fourth and Fifth of Section
         7.9(a).

                  7.11. Application of Certain Other Payments. Any payments
received by Indenture Trustee or any Secured Party for which provision as to the
application thereof is made in this Agreement or any other Operative Document
shall be applied forthwith to the purpose for which such payment was made in
accordance with the terms of this Agreement, or such other Operative Document.


                                      -30-
<PAGE>

                  7.12. Other Payments. Except as otherwise provided in Sections
7.9 and 7.10, (i) any payments received by Collateral Agent for which no
provision as to the application thereof is made in the Operative Documents, or
elsewhere in this Section 7, and (ii) all payments received and amounts realized
by Collateral Agent with respect to Lessor Collateral (including, without
limitation, all amounts realized upon the sale, release or other disposition of
Lessor Collateral upon foreclosure of this Agreement), to the extent received or
realized at any time after payment in full of the amounts then due the parties
hereto shall be paid to Lessor or its designee.

                  7.13. Retention of Amounts by Collateral Agent. If at the time
of receipt by Collateral Agent of any payment or amount which would otherwise be
distributable to Lessor, there shall have occurred and be continuing a Loan
Default or a Loan Event of Default, Collateral Agent shall not distribute any
such amount to Lessor or its designee and shall hold it as security for Lessor's
obligations to Secured Parties under the Operative Documents until such time as
there shall not be continuing such Loan Default or Loan Event of Default.

                  7.14.    Exercise of Remedies.

                           7.14.1. Rights in Collateral. If a Loan Event of
Default shall have occurred and be continuing, then and in every such case
Collateral Agent shall, upon written request by Administrative Agent or
Indenture Trustee, acting on behalf of the Tranche A Noteholders after a Tranche
A Event of Default, subject to Lessee's right of quiet enjoyment pursuant to
Section 2 of the Lease Agreement, exercise any or all of the rights and powers
and pursue any and all of the remedies pursuant to this Section 7.14, any and
all remedies under the other Security Documents, and any and all remedies
available to a secured party under the UCC or any other provision or law and, in
the event such Loan Event of Default is related to a Lease Event of Default,
subject to Lessee's rights to purchase the Items of Equipment pursuant to
Section 24 of the Lease Agreement, may take possession of all or any part of
Lessor Collateral and may exclude Lessor, and, subject to the terms of the Lease
Agreement, Lessee, any sublessee and all Persons claiming under any of them
wholly or partly therefrom; provided, however, Collateral Agent shall not sell
or re-lease the Equipment for a period of thirty (30) days after such Event of
Default during which time Lessor, Administrative Agent, Collateral Agent and any
Tranche B Lender may remarket the Equipment.

                           7.14.2. Delivery of Documents; Taking Possession of
Collateral. Upon the occurrence of a Loan Event of Default, at the request of
Administrative Agent, Lessor shall promptly execute and deliver to Collateral
Agent such instruments of title and other documents as Administrative Agent may
deem necessary or advisable to enable Collateral Agent or a representative
designated by Collateral Agent, at such time or times and place or places as
Collateral Agent may specify, to obtain possession of all or any part of Lessor
Collateral to whose possession Collateral Agent shall at the time be entitled
hereunder. If Lessor shall for any reason fail to execute and deliver such
instruments and documents after the request by Collateral Agent, Collateral
Agent may (i) obtain a judgment conferring on Collateral Agent the right to
immediate possession and requiring Lessor to execute and deliver such
instruments and documents to Collateral Agent, to the entry of which judgment
Lessor hereby specifically consents, and (ii) pursue all or part of such Lessor
Collateral wherever it may be found and may enter any of the premises of Lessee
or Lessor wherever such Lessor Collateral may be or is


                                      -31-
<PAGE>
purported to be and search for such Lessor Collateral and take possession of and
remove such Lessor Collateral. All expenses of obtaining such judgment or of
pursuing, searching for and taking such property shall, until paid, be secured
by the Lien of this Agreement.

                           7.14.4. Possession of Collateral. Subject to the
proviso in Section 7.14.1, upon taking of possession pursuant hereto and at the
written request of Administrative Agent, Collateral Agent or a representative
designated by Collateral Agent may, from time to time, at the expense of Lessee,
make all such expenditures for maintenance, insurance, repairs, replacements and
alterations to any of Lessor Collateral, as it may deem appropriate and
commercially reasonable. In such case, Collateral Agent or a representative of
Collateral Agent shall have the right (but not the obligation) to maintain, use,
operate, store, lease, control or manage Lessor Collateral and to carry on the
business and to exercise all rights and powers of Lessor relating to Lessor
Collateral, as Administrative Agent shall deem best, including the right to
enter into any and all such agreements with respect to the maintenance, use,
operation, storage, leasing, control, management or disposition of Lessor
Collateral or any part thereof as Administrative Agent may determine; and
Collateral Agent shall be entitled to collect and receive directly all tolls,
rents (including Lease Payments and Supplemental Payments), revenues, issues,
income, products and profits of Lessor Collateral and every part thereof,
without prejudice, however, to the right of Secured Parties or Collateral Agent
under any provision of this Agreement to collect and receive all cash held by,
or required to be deposited with, Lessor hereunder. Such tolls, rents (including
Lease Payments and Supplemental Payments), revenues, issues, income, products
and profits shall be applied to pay the expenses of the use, operation, storage,
leasing, control, management or disposition of Lessor Collateral and of
conducting the business thereof, and of all maintenance, repairs, replacements,
alterations, additions and improvements, and to make all payments which
Collateral Agent may be required or may elect to make, if any, for Taxes,
assessments, insurance or other proper charges upon Lessor Collateral or any
part thereof (including the employment of engineers and accountants to examine,
inspect and make reports upon the properties and books and records of Lessor or
Lessee), and all other payments which Collateral Agent may be required or
authorized to make under any provision of this Agreement, as well as just and
reasonable compensation for the services of Collateral Agent, and of all Persons
properly engaged and employed by Collateral Agent.

                           7.14.5. Sale of Collateral. Subject to the proviso in
Section 7.14.1, in addition, Collateral Agent may, in accordance with the
written instructions of Administrative Agent and, if any such transaction or
related series of transactions relates to Equipment with value in excess of
$30,000,000, the Indenture Trustee, sell, assign, transfer and deliver the
whole, or from time to time to the extent permitted by law, any part of Lessor
Collateral or any interest therein, at any private sale or public auction with
or without demand, advertisement or notice (except as herein required or as may
be required by law) of the date, time and place of sale and any adjustment
thereof for cash or credit or other property for immediate or future delivery
and for such price or prices and on such terms as Administrative Agent may
determine, or as may be required by law. It is agreed that ten (10) Business
Days' notice to Lessor of the date, time and place (and terms, in the case of a
private sale) of any proposed sale by Collateral Agent of Lessor Collateral or
any part thereof or interest therein is reasonable. Each of Administrative
Agent, Collateral Agent and any Secured Party may be a purchaser of Lessor
Collateral or any part thereof or any interest therein at any sale thereof,
whether pursuant to foreclosure or power of


                                      -32-
<PAGE>
sale or otherwise. In accordance with the written instructions of Administrative
Agent, Collateral Agent may apply against the purchase price therefor all or
part of the amount then due under the Secured Obligations. Collateral Agent
shall, upon any such purchase, acquire good title to the property so purchased,
to the extent permitted by Applicable Law, free of all rights of redemption.

                           7.14.6. Discharge. Upon any sale of Lessor Collateral
or any part thereof or interest therein, whether pursuant to foreclosure or
power of sale or otherwise, the receipt of the purchase money by the official
making the sale by judicial proceeding or by Collateral Agent shall be
sufficient discharge to the purchaser for the purchase money and neither such
official nor such purchaser shall be obliged to see to the application thereof.

                           7.14.7. Appointment of Receiver. If a Loan Event of
Default shall have occurred and be continuing, Collateral Agent shall, as a
matter of right, be entitled to appoint a receiver or trustee or representative
(who may be Collateral Agent or any successor or nominee thereof, or any Tranche
B Lender appointed by Collateral Agent) for all or any part of Lessor
Collateral, whether such receivership or agency or representation be incidental
to a proposed sale of Lessor Collateral or the taking of possession thereof, the
exercise of remedies under this Agreement or the Lease Agreement or otherwise,
and Lessor hereby consents to the appointment of such a receiver, trustee or
representative. Any receiver, trustee or representative appointed for all or any
part of Lessor Collateral shall be entitled to exercise all rights of Collateral
Agent under this Agreement and the other Operative Documents to the extent
provided in such appointment and shall be entitled to exercise all the powers
and pursue all the remedies of Collateral Agent hereunder with respect to Lessor
Collateral.

                           7.14.8. Redemption. Any sale of Lessor Collateral or
any part thereof or any interest therein, whether pursuant to foreclosure or
power of sale or otherwise hereunder, shall forever be a perpetual bar against
Lessor, after the expiration of the period, if any, during which Lessor shall
have the benefit of redemption laws which may not be waived pursuant to Section
7.14.5 and this Section 7.14.8. Subject to the provisions of this Agreement,
Lessor covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any appraisement, valuation, stay or extension law
wherever enacted, nor at any time hereafter in force, in order to prevent or
hinder the enforcement of this Agreement or the execution of any power granted
herein to Secured Parties or Collateral Agent, or the absolute sale of Lessor
Collateral, or any part thereof, or the possession thereof by any transfer at
any sale under this Section 7.14; and Lessor for itself and all who may claim
under it, so far as it or any of them now or thereafter lawfully do so, waives
all right to have Lessor Collateral marshaled upon any foreclosure hereof, and
agrees that any court having jurisdiction to foreclose this Agreement may order
the sale of Lessor Collateral as an entirety.

                           7.14.9. Rights Cumulative; No Waiver. Each and every
right, power and remedy herein given to Secured Parties, Administrative Agent
and Collateral Agent specifically or otherwise in this Agreement shall be
cumulative and shall be in addition to every other right, power and remedy
herein specifically given or now or hereafter existing at law, in equity or by
statute, and each and every right, power and remedy whether specifically herein
given or


                                      -33-
<PAGE>
otherwise existing may be exercised from time to time and as often and in such
order as may be deemed expedient by Administrative Agent or Collateral Agent,
and the exercise or the beginning of the exercise of any power or remedy shall
not be construed to be a waiver of the right to exercise at the same time or
thereafter any other right, power or remedy. No delay or omission by Indenture
Trustee, any Secured Party, Administrative Agent or Collateral Agent in the
exercise of any right, remedy or power or in the pursuance of any remedy shall
impair any such right, power or remedy or be construed to be a waiver of any
default on the part of Lessor, Lessee or Guarantor or to be an acquiescence
therein.

                           7.14.10. Termination of Proceedings. If
Administrative Agent, Indenture Trustee, Secured Parties or Collateral Agent
shall have instituted any proceeding to enforce any right, power or remedy under
this Agreement by foreclosure, entry or otherwise, and such proceedings shall
have been discontinued or abandoned for any reason or shall have been determined
adversely to Administrative Agent, Indenture Trustee, Secured Parties or
Collateral Agent, then and in every such case Lessor, Administrative Agent,
Indenture Trustee, Secured Parties, Collateral Agent, Lessee and Guarantor
shall, subject to any binding determination in such proceeding, be restored to
their former positions and rights hereunder with respect to Lessor Collateral,
and all rights, remedies and powers of Administrative Agent, Indenture Trustee,
Secured Parties and Collateral Agent shall continue as if no such proceedings
had been instituted.

                  7.15. No Commingling of Funds. If at any time during a Loan
Default or Loan Event of Default Lessor should receive any amounts payable by
Lessee under the Lease Agreement or by Guarantor under the Participation
Agreement other than Excepted Payments, or any other proceeds for or with
respect to Lessor Collateral, it will hold such amounts in trust for Collateral
Agent and not commingle such amounts with any other amounts belonging to or held
by Borrower, advise Collateral Agent of such receipt and promptly forward such
amounts directly to Collateral Agent.

                  7.16. Lessor Collateral. Upon the occurrence and continuance
of any Loan Event of Default, Lessor will immediately upon receipt of all
checks, drafts, cash or other remittances in payment of any of its accounts,
contract rights or general intangible constituting part of Lessor Collateral, or
in payment for any Lessor Collateral sold, transferred, leased or otherwise
disposed of, or in payment or on account of its accounts, contracts, contract
rights, notes, drafts, acceptances, general intangibles, choses in action and
all other forms of obligation relating to any of Lessor Collateral so sold,
transferred or otherwise disposed of, deliver any such items to Collateral Agent
accompanied by a remittance report in form supplied or approved by Collateral
Agent, such items to be delivered to Collateral Agent in the same form received,
endorsed or otherwise assigned by Lessor where necessary to permit collection of
items and, regardless of the form of such endorsement, Lessor hereby waives
presentment, demand, notice of dishonor, protest and notice of protest.

                  7.17. Conflicts. If any provision of this Section 7 conflicts
with any provision contained in any other Operative Document, such provision
contained in this Section 7 shall prevail.


                                      -34-
<PAGE>

                  8.       Guaranty.

                  For the benefit of each Person to whom the Lessee owes any
payment or other obligation under the Operative Documents (each a "Guaranty
Party"), Guarantor irrevocably and unconditionally guarantees the full and
prompt payment when due (whether by acceleration or otherwise) of Lease
Payments, Supplemental Payments and any interest due thereon and of all
obligations and liabilities (including, without limitation, indemnities, fees
and interest thereon) of Lessee now existing or hereafter incurred under,
arising out of or in connection with this Agreement or any other Operative
Document and the due performance and compliance by Lessee with the terms of the
Lease Agreement and the Operative Documents binding on Lessee (all such
payments, interest, obligations and liabilities, collectively, the "Guaranteed
Obligations"). All payments by Guarantor under this guaranty shall be made on
the same basis as payments by Lessee under the Operative Documents. Guarantor
hereby waives notice of acceptance of this guaranty and notice of any liability
to which it may apply, and waives presentment, demand of payment, protest,
notice of dishonor or nonpayment of any such liability, suit or taking of other
action by an Guaranty Party against, and any other notice to, any party liable
thereon (including such Guarantor or any other guarantor). Any Guaranty Party
may at any time and from time to time unless otherwise prohibited under the
Operative Documents without the consent of, or notice to Guarantor, without
incurring responsibility to Guarantor and without impairing or releasing the
obligations of Guarantor hereunder, upon or without any terms or conditions and
in whole or in part:

                  (a) change the manner, place or terms of payment of, and/or
change or extend the time of payment of, renew or alter, any of the Guaranteed
Obligations, any security therefor, or any liability incurred directly or
indirectly in respect therof, and the guaranty herein made shall apply to the
Guaranteed Obligations as so changed, extended, renewed or altered;

                  (b) sell, exchange, release, surrender, realize upon or
otherwise deal with in any manner and in any order any property by whomsoever at
any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed
Obligations or any liability is (including any of those hereunder) incurred
directly or indirectly in respect thereof or hereof, and/or any offset there
against;

                  (c) exercise or refrain from exercising any rights against
Lessee or others or otherwise act or refrain from acting;

                  (d) settle or compromise any of the Guaranteed Obligations,
any security therefor or any liability (including any of those hereunder)
incurred directly or indirectly in respect thereof or hereof;

                  (e) apply any sums by whomsoever paid or howsoever realized to
any liability or liabilities of Lessee to any Guaranty Party regardless of what
liabilities or liabilities of Lessee remain unpaid; and/or


                                      -35-
<PAGE>

                  (f) consent to or waive any breach of, or any act, omission or
default under, any of the Operative Documents or otherwise amend, modify or
supplement any of the Operative Documents or any of such other instruments or
agreements.
                  The obligations of Guarantor under this Section 8 are absolute
and unconditional and shall remain in full force and effect without regard to,
and shall not be released, suspended, discharged, terminated or otherwise
affected by, any circumstance or ocurrence whatsoever, including,without
limitation (i) any action or inaction by any Guaranty Party; or (ii) any
invalidity, irregularity or unenforceability of all or part of the Guaranteed
Obligations or of any security therefor. The obligations under this Section 8
are primary obligations of Guarantor. If and to the extent that Guarantor makes
any payment to any Guaranty Party or to any other Person pursuant to or in
respect of this Section 8, any claim which Guarantor may have against Lessee by
reason thereof shall be subject and subordinate to the prior payment in full of
the Guaranteed Obligations.

                  The obligations under this Section 8 are continuing and all
liabilities to which they apply or may apply under the terms hereof shall be
conclusively presumed to have been created in reliance hereon. No failure or
delay on the part of any Guaranty Party in exercising any right, power or
privilege hereunder and no course of dealing between Guarantor, any Guaranty
Party or the holder of any Tranche A Note or Tranche B Note shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights, powers and remedies
herein expressly provided are cumulative and not exclusive of any rights, powers
and remedies which any Guaranty Party would otherwise have. No notice to or
demand on Guarantor in any case shall entitle Guarantor to any other further
notice or demand in similar or other circumstances or constitute a waiver of the
rights of any Guaranty Party to any other or further action in any circumstances
without notice or demand.

                  This guaranty shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, or
of any of the Guaranteed Obligations is rescinded or must otherwise be restored
or returned by the Guaranty Parties upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of Lessee or Guarantor, or upon or as
a result of the appointment of a receiver, intervenor, or conservator of, or
trustee or similar officer for, Lessee or Guarantor or any substantial part of
its property, all as though such payment had not been made and any statute of
limitations in favor of Guarantor against any Guaranty Party relating to any
such amount to be restored or returned shall be tolled, or deemed to have been
tolled, to the extent permitted by law, during the period from the date such
payment was made to such Guaranty Party until the date such Guaranty Party so
restores or returns such amount.

                  9.       Covenants.

                  9.1. Lessor and Lessor General Partner Covenants. Each of
Lessor and Lessor General Partner covenants for the benefit of each other party
hereto (unless each shall have otherwise waived in writing compliance herewith)
during the term of this Agreement as follows:


                                      -36-
<PAGE>

                  (a) It shall take all actions as are required to keep the
representations and warranties made by it in Section 2.4 (with respect to
Lessor) and in Section 2.5 (with respect to Lessor General Partner) (except, in
the case of clause (b) of Section 2.4 (with respect to Lessor), if the location
of such office shall change, it shall provide each other party hereto with not
less than ten (10) days' prior written notice of such change), true and correct
in all material respects (but without regard to the date when such
representations and warranties were made or are expressed to be effective) until
such time as all of the obligations secured hereby have been paid in full.

                  (b) The proceeds of each Tranche A Note and Tranche B Loan
shall be used solely to finance Lessor's acquisitions of Items of Equipment in
accordance with the terms of this Agreement and for costs related to such
transactions. No part of the proceeds of any Tranche A Note or Tranche B Loan
will be used to purchase or carry any Margin Stock or to extend credit for the
purpose of purchasing or carrying any Margin Stock. Neither the issuing of any
Tranche A Note, the making of any Tranche B Loan nor the use of the proceeds
thereof will violate or be inconsistent with the provisions of Regulation T, U
or X of the Board of Governors of the Federal Reserve System.

                  (c) It shall comply in all material respects with all
Applicable Laws, rules, regulations and orders of any jurisdiction, such
compliance to include paying when due all Taxes imposed upon it or upon its
property by any Governmental Entity except to the extent contested in good faith
and for which adequate reserves have been segregated.

                  (d) It shall promptly take, and maintain the effectiveness of,
all action of the type referred to in clause (b) of Section 2.3 or otherwise
that may, from time to time, be necessary or appropriate under Applicable Law in
connection with the performance by Lessor of its obligations under the Operative
Documents, or the taking of any action hereby or thereby contemplated, or
necessary for the legality, validity, binding effect or enforceability of the
Operative Documents, or for the making of any payment or the transfer or
remittance of any funds by Lessor under the Operative Documents.

                  (e) It shall duly pay and discharge (i) immediately upon the
attachment thereof (A) in the case of Lessor General Partner, all Liens
attributable to Lessor General Partner (other than Permitted Liens) on any
Lessor Collateral, and (B) in the case of Lessor, all Liens other than Permitted
Liens on any Lessor Collateral, (ii) as and when due, all of its indebtedness
and other obligations before the time that any Lien attaches unless and only to
the extent that any such amounts are not yet due and payable or the validity
thereof is being contested in good faith by appropriate proceedings so long as
such proceedings do not involve any material danger of the sale, forfeiture or
loss of the Items of Equipment or any interest therein and Lessor maintains
appropriate reserves with respect thereto or has made adequate provision for the
payment thereof, in accordance with generally accepted accounting principles and
approved by Administrative Agent and (iii) all Taxes imposed upon or against it
or its property or assets, or upon any property leased by it, prior to the date
on which penalties attach thereto.

                  (f) It shall keep at all times books of record and account in
which full, true and correct entries will be made of all dealings or
transactions in relation to its business and


                                      -37-
<PAGE>
affairs, and provide or cause to be provided adequate protection against loss or
damage to such books of record and account.

                  (g) It shall not operate in a manner that would result in an
actual, constructive or substantive consolidation with Limited Partners or any
other Person other than Lessee or Lessor General Partner in the case of Lessor
or other than Lessee or Lessor in the case of Lessor General Partner, and in
such connection Lessor shall observe all limited partnership formalities,
maintain records separately and independently from those of Limited Partners or
other Person and enter into any transactions with Limited Partners only on an
arm's-length contractual basis.

                  (h) It shall not, and shall cause Co-Obligor not to, without
the consent of Indenture Trustee acting on behalf of Majority Tranche A
Noteholders, the consent of all Tranche B Lenders and the consent of
Administrative Agent (i) enter into any business other than its acquisition,
leasing, financing and sale of the Equipment, (ii) create, incur, assume or
permit to exist any Indebtedness, except as expressly permitted by this
Agreement, (iii) enter into, or be a party to, any transaction with any Person,
except the transactions set forth in the Operative Documents and as expressly
permitted thereby, (iv) acquire any assets other than the Equipment and the
rights of Lessor set forth under the Operative Documents, or (v) make any
investment in, guarantee the obligations of, or make or advance money to any
Person (other than capital contributions to Co-Obligor for the sole purpose of
maintaining Co-Obligor's corporate existence), through the direct or indirect
lending of money, holding of securities or otherwise except the transactions set
forth in the Operative Documents and as expressly permitted thereby.

                  (i) It shall not wind up, liquidate or dissolve its affairs or
enter into any transaction of merger or consolidation, or convey, sell, lease
(substantially as a whole), or otherwise dispose of (whether in one or in a
series of transactions) its assets except as expressly permitted by this
Agreement.

                  (j) It shall notify Lessee of any Loan Event of Default except
any such Loan Event of Default caused by or related to a Lease Event of Default.

                  (k) It shall not claim ownership of any Item of Equipment on
any federal, state, local or foreign tax return or filing.

                  9.2. Lessee Covenants for the Benefit of Indenture Trustee and
Tranche A Noteholders. Lessee covenants and agrees solely for the benefit of
Lessor, Co-Obligor, Indenture Trustee and each Tranche A Noteholder (unless
Indenture Trustee or Majority Tranche A Noteholders shall otherwise waive in
writing compliance herewith or the Tranche A Notes shall have been defeased
pursuant to and in accordance with the terms of Article 7 of the Indenture) that
on the Closing Date and thereafter during the remaining term of this Agreement
as follows:

                  (a) Limitation on Incurrence of Additional Indebtedness.
Lessee will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, assume, guarantee, become liable,
contingently or otherwise, with respect to, or otherwise become responsible for
payment of (collectively, "incur") any Indebtedness (other than Permitted
Indebtedness); provided, however, that if no Tranche A Event of Default shall
have occurred and


                                      -38-
<PAGE>
be continuing at the time of or as a consequence of the incurrence of any such
Indebtedness, Lessee and its Restricted Subsidiaries may incur Indebtedness
(including, without limitation, Acquired Indebtedness) if on the date of the
incurrence of such Indebtedness, after giving effect to the incurrence thereof,
the Consolidated Fixed Charge Coverage Ratio of Lessee is greater than 2.25 to
1.0.

                  For purposes of determining compliance with this covenant, (i)
in the event that an item of Indebtedness meets the criteria of more than one of
the types of Indebtedness permitted by this covenant, Lessee in its sole
discretion will classify such item of Indebtedness and will only be required to
include the amount and type of each class of Indebtedness in the test specified
in the first paragraph of this covenant or in one of the clauses of the
definition of the term "Permitted Indebtedness", (ii) the amount of Indebtedness
(other than Indebtedness consisting of an Operating Lease Facility) issued at a
price which is less than the principal amount thereof shall be equal to the
amount of liability in respect thereof determined in accordance with GAAP, (iii)
Indebtedness incurred in connection with, or in contemplation of, any
transaction described in the definition of the term "Acquired Indebtedness"
shall be deemed to have been incurred by Lessee or one of its Restricted
Subsidiaries, as the case may be, at the time an acquired Person becomes such a
Restricted Subsidiary (or is merged into Lessee or such a Restricted Subsidiary)
or at the time of the acquisition of assets, as the case may be, (iv) the
maximum amount of Indebtedness that Lessee and its Restricted Subsidiaries may
incur pursuant to this covenant shall not be deemed to be exceeded, with respect
to any outstanding Indebtedness, due solely to the result of fluctuations in the
exchange rates of currencies, and (v) guarantees or Liens supporting
Indebtedness permitted to be incurred under this covenant may be issued or
granted if otherwise issued or granted in accordance with the terms of this
Section 9.2.

                  (b) Limitation on Restricted Payments. Lessee will not, and
will not cause or permit any of its Restricted Subsidiaries to, directly or
indirectly, (i) declare or pay any dividend or make any distribution (other than
dividends or distributions payable in Qualified Capital Stock of Lessee or in
options, warrants, or other rights to purchase such Qualified Capital Stock (but
excluding any debt security or Disqualified Capital Stock convertible into, or
exchangeable for, such Qualified Capital Stock)) on or in respect of shares of
Lessee's Capital Stock to holders of such Capital Stock, (ii) purchase, redeem
or otherwise acquire or retire for value any Capital Stock of Lessee or any
warrants, rights or options to purchase or acquire shares of any class of such
Capital Stock (in each case, other than in exchange for Qualified Capital Stock
of Lessee or options, warrants or other rights to purchase such Qualified
Capital Stock (but excluding any debt security, or Disqualified Capital Stock
convertible into, or exchangeable for, such Qualified Capital Stock)), (iii)
make any principal payment on, purchase, defease, redeem, prepay, decrease or
otherwise acquire or retire for value, prior to any scheduled final maturity,
scheduled repayment or scheduled sinking fund payment, any Indebtedness of
Lessee that is subordinate or junior in right of payment to Lessee's rental
payment obligations under the Lease Agreement or (iv) make any Investment (other
than Permitted Investments) (each of the foregoing actions set forth in clauses
(i), (ii), (iii) and (iv) being referred to as a "Restricted Payment"), if at
the time of such Restricted Payment or immediately after giving effect thereto,
(A) a Tranche A Default or a Tranche A Event of Default shall have occurred and
be continuing or (B) Lessee is not able to incur at least $1.00 of additional
Indebtedness (other than Permitted Indebtedness) in compliance with Section
9.2(a) or (C) the aggregate amount of Restricted Payments (including such
proposed


                                      -39-
<PAGE>
Restricted Payment) made subsequent to the Issue Date (the amount expended for
such purposes, if other than in cash, being the fair market value of such
property as determined reasonably and in good faith by the Board of Directors of
Lessee) shall exceed the sum of: (1) 50% of the cumulative Consolidated Net
Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of
such loss) of Lessee earned subsequent to the Issue Date and on or prior to the
date the Restricted Payment occurs (the "Reference Date") (treating such period
as a single accounting period); plus (2) 100% of (x) the aggregate net cash
proceeds and (y) the aggregate fair market value (as determined in good faith by
the Board of Directors of Lessee as evidenced by a Board Resolution), of
property other than cash, received by Lessee from any Person (other than a
Subsidiary of Lessee) from the issuance and sale subsequent to the Issue Date
and on or prior to the Reference Date of Qualified Capital Stock of Lessee or
options, warrants or other rights to purchase such Qualified Capital Stock (but
excluding any debt security or Disqualified Capital Stock convertible into, or
exchangeable for, such Qualified Capital Stock); plus (3) without duplication of
any amounts included in clause (C)(2) above, 100% of the aggregate net cash
proceeds of any equity contribution received by Lessee from a holder of Lessee's
Capital Stock (excluding, in the case of clauses (C)(3) and (4), any net cash
proceeds from an Equity Offering to the extent used to purchase Equipment in
accordance with Section 28.4.1 of the Lease Agreement and in compliance with
Section 3.03(b) of the Indenture; plus (4) 100% of the aggregate net cash
proceeds received by Lessee from any Person (other than a Subsidiary of Lessee)
from the issuance and sale (subsequent to the Issue Date) of debt securities or
shares of Disqualified Capital Stock that have been converted into or exchanged
for Qualified Capital Stock of Lessee, together with the aggregate cash received
by Lessee at the time of such conversion or exchange; plus (5) without
duplication, the sum of (a) the aggregate amount returned in cash to Lessee or a
Restricted Subsidiary of Lessee on or with respect to Investments (other than
Permitted Investments) made subsequent to the Issue Date whether through
interest payments, principal payments, dividends or other distributions or
payments, (b) the net cash proceeds received by Lessee or any of its Restricted
Subsidiaries from the disposition of all or any portion of such Investments
(other than to a Subsidiary of Lessee) and (c) upon redesignation of an
Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of
such Subsidiary; provided, however, that the sum of clauses (a), (b) and (c)
above shall not exceed the aggregate amount of all such Investments made
subsequent to the Issue Date; plus (6) $15,000,000.

                  Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph do not prohibit: (i) the payment of any dividend
within sixty (60) days after the date of declaration of such dividend if the
dividend would have been permitted on the date of declaration; (ii) the
acquisition of any shares of Capital Stock of Lessee, either (A) solely in
exchange for shares of Qualified Capital Stock of Lessee or options, warrants,
or other rights to purchase such Qualified Capital Stock (other than any debt
security or Disqualified Capital Stock convertible into, or exchangeable for,
such Qualified Capital Stock) or (B) through the application of net proceeds of
a substantially concurrent sale for cash (other than to a Subsidiary of Lessee)
of shares of Qualified Capital Stock of Lessee or options, warrants, or other
rights to purchase such Qualified Capital Stock (other than any debt security or
Disqualified Capital Stock convertible into, or exchangeable for, such Qualified
Capital Stock); (iii) the acquisition of any Indebtedness of Lessee that is
subordinate or junior in right of payment to Lessee's rental payment obligations
under the Lease Agreement either (A) solely in exchange for shares of


                                      -40-
<PAGE>
Qualified Capital Stock of Lessee, or options, warrants, or other rights to
purchase such qualified Capital Stock or (B) through the application of net
proceeds of a substantially concurrent sale for cash (other than to a Subsidiary
of Lessee) of (1) shares of Qualified Capital Stock of Lessee or (2) Refinancing
Indebtedness; (iv) dividends or payments to Guarantor of cash to be immediately
applied to repurchases by Guarantor of Qualified Capital Stock of Guarantor or
options to purchase such Qualified Capital Stock from directors or employees or
former directors or former employees of Guarantor or any of its Subsidiaries or
their authorized representatives upon the death, disability or termination of
employment of such persons or pursuant to the terms of any customary agreement
under which such Qualified Capital Stock or options were issued, in an aggregate
amount not to exceed $1,000,000 plus any life insurance proceeds in any calendar
year; (v) the repurchase of any Indebtedness which is subordinated to Lessee's
rental payment obligations under the Lease Agreement at a purchase price not
greater than 101% of the principal amount of such Indebtedness in the event of a
change of control in accordance with provisions similar to Section 9.2(i)
hereof; provided that, prior to or simultaneously with the purchase, the Lessor
has made the Change of Control Offer as provided in the Indenture with respect
to the Tranche A Notes and has repurchased all Tranche A Notes validly tendered
for payment in connection with such Change of Control Offer; (vi) payments or
distributions to dissenting stockholders pursuant to applicable law, pursuant to
or in connection with a consolidation, merger or transfer of assets that
complies with the provisions of Section 9.2 hereof applicable to mergers,
consolidating and transfers of all or substantially all of the property and
assets of Lessee, (vii) any dividends or payments to Guarantor in respect of
overhead expenses, legal, accounting, commissions reporting and other
professional fees and expenses of Guarantor that are directly attributable to
the operations of Lessee and its restricted subsidiaries; (viii) payments to
holders of Qualified Capital Stock of Lessee or Guarantor (A) in lieu of the
issuance of fractional shares of Qualified Capital Stock of Lessee or Guarantor
or (B) to redeem or repurchase stock purchase of similar rights issued as a
shareholder rights device; provided that the payments made pursuant to this
clause (viii) from the Issue Date through the final stated maturity of the
Tranche A Notes may not exceed $2,000,000; and (ix) repurchases, acquisitions or
retirements of shares of Qualified Capital Stock of Lessee or Guarantor deemed
to occur upon the exercise of stock options or similar rights issued under
employee benefits plans of Lessee or Guarantor if such shares represent all or a
portion of the exercise price or are surrendered in connection with satisfying
any income tax obligation; provided that, except in the case of clauses (i) and
(ii), no Tranche A Default or Tranche A Event of Default shall have occurred and
be continuing or occur as a consequence of the actions or payments set forth
therein. In determining the aggregate amount of Restricted Payments made
subsequent to the Issue Date in accordance with clause (C) of the immediately
preceding paragraph, amounts expended, without duplication, pursuant to clauses
(i), (ii)(B), (iv) through (vi) and (viii) shall be included in such
calculation.

                  Not later than ten (10) days after the date of making any
Restricted Payment (but not including any transaction described in the preceding
paragraph), Lessee shall deliver to Indenture Trustee an officers' certificate
stating that such Restricted Payment complies with Section 9.2 and setting forth
in reasonable detail the basis upon which the required calculations were
computed, which calculations may be based upon Lessee's latest available
internal quarterly financial statements.


                                      -41-
<PAGE>

                  (c) Limitation on Asset Sales. Lessee will not, and will not
permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless
(i) Lessee or the applicable Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the fair market
value of the assets sold or otherwise disposed of (as determined in good faith
by Lessee's Board of Directors) and (ii) at least 75% of the consideration
received by Lessee or the Restricted Subsidiary, as the case may be, from such
Asset Sale shall be in the form of cash or Cash Equivalents; provided that (A)
the amount of any liabilities of Lessee or any such Restricted Subsidiary (other
than liabilities that are by their terms subordinated to Lessee's rental payment
obligations under the Lease Agreement) that are assumed by the transferee of any
such assets and (B) the fair market value of any marketable securities received
by Lessee or any such Restricted Subsidiary in exchange for any such assets that
are promptly converted into cash shall be deemed to be cash for purposes of this
provision; and provided, further, that in no event shall the aggregate fair
market value at the time of receipt of consideration received by Lessee in a
form other than cash or Cash Equivalents exceed 15% of Lessee's Consolidated
Total Assets. In the event of an Asset Sale, Lessee shall apply, or cause such
Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset
Sale within 720 days of receipt thereof either (A) to repay or prepay any
indebtedness under the Credit Agreement, and effect a permanent reduction
thereof, (B) to make an investment in either (x) properties and assets that
replace the properties and assets that were the subject of such Asset Sale or
(y) properties or assets that will be used in the business of Lessee and its
Restricted Subsidiaries as existing on the Issue Date or in businesses similar
or reasonably related thereto or in the capital stock of any entity a majority
of whose assets consists of the properties or assets described under (x) or (y)
("Replacement Assets"), or (C) to a combination of prepayment and investment
permitted by the immediately foregoing clauses (A) and (B). After the day on
which the aggregate amount of Net Cash Proceeds which have not been applied as
permitted in the immediately foregoing clauses (A), (B) and (C) of the next
preceding sentence (a "Net Proceeds Offer Amount") exceeds $15,000,000 (the "Net
Proceeds Offer Trigger Date"), Lessee shall make an offer to apply such Net Cash
Proceeds to purchase Equipment from Lessor at the Acquisition Cost thereof;
provided, Lessee shall have the option of applying a portion of the Net Proceeds
Offer Amount to the repurchase of any Indebtedness not subordinated to its
rental payment obligations under the Lease Agreement, pro rata based on the
amount of Tranche A Notes, the Tranche B Loans and the Equity Contributions
outstanding on the one hand, and the amount of such other Indebtedness
outstanding on the other hand. The purchase price for such other Indebtedness
will not exceed 100% of the principal amount thereof, plus accrued and unpaid
interest thereon. If Lessee elects to so repay such other Indebtedness, the
amount of Equipment purchased by it will be reduced by the amount of such other
Indebtedness so repurchased.

                  If at any time any non-cash consideration received by Lessee
or any Restricted Subsidiary of Lessee, as the case may be, in connection with
any Asset Sale is converted into or sold or otherwise disposed of for cash
(other than interest received with respect to any such non-cash consideration),
then such conversion or disposition shall be deemed to constitute an Asset Sale
and the Net Cash Proceeds thereof shall be applied in accordance with this
covenant. To the extent that the aggregate principal amount of the Tranche A
Notes, the Tranche B Loans and the Equity Contributions repurchased is less than
the Net Proceeds Offer Amount, Lessee and its


                                      -42-
<PAGE>
Restricted Subsidiaries may use such deficiency for general corporate purposes.
Upon completion of such Net Proceeds Offer, the Net Proceeds Offer Amount will
be reset to zero.

                  Notwithstanding the two (2) immediately preceding paragraphs,
Lessee and its Restricted Subsidiaries will be permitted to consummate an Asset
Sale without complying with the foregoing paragraphs to the extent (i) at least
80% of the consideration for such Asset Sale constitutes Replacement Assets and
(ii) such Asset Sale is for fair market value; provided that any consideration
not constituting Replacement Assets received by Lessee or any of its Restricted
Subsidiaries in connection with any Asset Sale permitted to be consummated under
this paragraph shall constitute Net Cash Proceeds subject to the provisions of
the preceding paragraph.

                  If at any time any non-cash consideration received by Lessee
or any Restricted Subsidiary of Lessee, as the case may be, in connection with
any Asset Sale is converted into or sold or otherwise disposed of for cash
(other than interest received with respect to any such non-cash consideration),
then such conversion or disposition shall be deemed to constitute an Asset Sale
and the Net Cash Proceeds thereof shall be applied in accordance with this
covenant. To the extent that the aggregate principal amount of Tranche A Notes,
tendered pursuant to such Net Proceeds Offer is less than the net Proceeds Offer
Amount allocable to the Tranche A Notes, Lessee and its Restricted Subsidiaries
may use such deficiency for general corporate purposes.

                  (d) Limitation on Dividend and Other Payment Restrictions
Affecting Subsidiaries. Lessee will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
permit to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary of Lessee to (i) pay dividends or make any
other distributions on or in respect of its Capital Stock; (ii) make loans or
advances or to pay any Indebtedness or other obligation owed to Lessee or any
other Restricted Subsidiary of Lessee; or (iii) transfer any of its property or
assets to Lessee or any other Restricted Subsidiary of Lessee, except for such
encumbrances or restrictions existing under or by reason of: (A) applicable law;
(B) a Securitized Operating Lease Facility; (C) the Credit Agreement; (D) any
agreement or instrument governing Acquired Indebtedness, which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Person or the properties or assets of the Person so
acquired; (E) agreements existing on the Issue Date to the extent and in the
manner such encumbrances and restrictions are contemplated by such agreements;
(F) in the case of clause (iii) above: (1) agreements or instruments arising or
agreed to in the ordinary course of business that restrict in a customary manner
the subletting, assignment or transfer of any property or asset subject to a
lease, license, conveyance or other contract and (2) any transfer of, agreement
to transfer, option or right with respect to, or Lien on, any property or assets
of Lessee or any Restricted Subsidiary entered into in compliance with Section
9.2 hereof; (G) an agreement that has been entered into for the sale or
disposition of all or substantially all of the Capital Stock of, or property and
assets of, any Restricted Subsidiary of Lessee; (H) provisions in agreements or
instruments which prohibit the payment of dividends or the making of other
distributions with respect to any Capital Stock of a Person other than on a pro
rata basis; or (I) an agreement governing Indebtedness incurred to Refinance the
Indebtedness issued, assumed or incurred pursuant to an agreement referred to in
clause (B), (C), (D) or (E) above; provided, however, that the provisions
relating to


                                      -43-
<PAGE>
such encumbrance or restriction contained in any such Indebtedness are no less
favorable to Lessee or the relevant Restricted Subsidiary of Lessee in any
material respect as determined by the Board of Directors of Lessee in its
reasonable and good faith judgment than the provisions relating to such
encumbrance or restriction contained in agreements referred to in such clause
(B), (C), (D) or (E). Nothing contained in clause (iii) of this Section 9.2(d)
shall prevent Lessee or any of its Restricted Subsidiaries from creating,
incurring, assuming or suffering to exist any Lien created, incurred, assumed or
suffered to exist in accordance with the other terms of this Agreement.

                  (e) Limitation on Preferred Stock of Restricted Subsidiaries.
Lessee will not and will not permit any of its Restricted Subsidiaries to issue
any Preferred Stock (other than to Lessee or to a Wholly Owned Restricted
Subsidiary of Lessee) or permit any Person (other than Lessee or a Wholly Owned
Restricted Subsidiary of Lessee) to own any Preferred Stock of any Restricted
Subsidiary of Lessee; provided that the foregoing shall not prohibit (i) the
creation of a Lien in any such Preferred Stock under the Credit Agreement and
otherwise created in accordance with this Agreement or (ii) issuances of sales
to directors of directors' qualifying shares or issuances or sales to foreign
nationals of such Preferred Stock, in each case to the extent required by
applicable law.

                  (f) Limitation on Liens. Lessee will not, and will not cause
or permit any of its Restricted Subsidiaries to, directly or indirectly, create,
incur, assume or permit or suffer to exist any Liens of any kind against or upon
any property or assets of Lessee or any of its Restricted Subsidiaries whether
owned on the Issue Date or acquired after the Issue Date, or any proceeds
therefrom, or assign or otherwise convey any right to receive income or profits
therefrom except for (i) Liens existing as of the Issue Date (other than Liens
securing Indebtedness under the Credit Agreement) to the extent and in the
manner such Liens are in effect on the Issue Date and Liens to the extent
contemplated by the Operative Documents; (ii) Liens securing Indebtedness under
the Credit Agreement incurred pursuant to Section 9.2(a); (iii) Liens securing
an Operating Lease Facility, including Liens securing or relating to any
obligations with respect to such Operating Lease Facility or with respect to
guarantees provided to such Operating Lease Facilities; (iv) Liens of Lessee or
a Wholly Owned Restricted Subsidiary of Lessee on assets of any Restricted
Subsidiary of Lessee; (v) Liens securing Refinancing Indebtedness which is
incurred to Refinance any Indebtedness which has been secured by a Lien
permitted under this Agreement and which has been incurred in accordance with
the provisions of this Agreement; provided, however, that such Liens (1) are no
less favorable to the Tranche A Noteholders and are not more favorable to the
lienholders with respect to such Liens than the Liens in respect of the
Indebtedness being Refinanced and (2) do not extend to or cover any property or
assets of Lessee or any of its Restricted Subsidiaries not securing the
Indebtedness so Refinanced; and (vi) Tranche A Permitted Liens.

                  (g) Merger, Consolidation and Sale of Assets. Lessee will not,
in a single transaction or series of related transactions, consolidate or merge
with or into any Person, or sell, assign, transfer, lease, convey or otherwise
dispose of (or cause or permit any Restricted Subsidiary of Lessee to sell,
assign, transfer, lease, convey or otherwise dispose of) all or substantially
all of Lessee's assets (determined on a consolidated basis for Lessee and
Lessee's Restricted Subsidiaries) whether as an entirety or substantially as an
entirety to any Person


                                      -44-
<PAGE>
unless: (i) either (A) Lessee shall be the surviving or continuing corporation
or (B) the Person (if other than Lessee) formed by such consolidation or into
which Lessee is merged or the Person which acquires by sale, assignment,
transfer, lease, conveyance or other disposition the properties and assets of
Lessee and of Lessee's Restricted Subsidiaries substantially as an entirety (the
"Surviving Entity") (1) shall be a corporation organized and validly existing
under the laws of the United States or any State thereof or the District of
Columbia and (2) shall expressly assume all obligations of Lessee under the
Lease Agreement on the part of Lessee to be performed or observed by Lessee;
(ii) immediately after giving effect to such transaction and the assumption
contemplated by clause (i)(B)(2) above (including giving effect to any
Indebtedness and Acquired Indebtedness incurred in connection with or in respect
of such transaction), Lessee or such Surviving Entity, as the case may be, (a)
shall have a Consolidated Net Worth equal to or greater than the Consolidated
Net Worth of Lessee immediately prior to such transaction, and (b) shall be able
to incur at least $1.00 of additional Indebtedness (other than Permitted
Indebtedness) pursuant to Section 9.2(a); (iii) immediately after giving effect
to such transaction and the assumption contemplated by clause (i)(B)(2) above
(including, without limitation, giving effect to any Indebtedness and Acquired
Indebtedness incurred or anticipated to be incurred and any Lien granted in
connection with or in respect of the transaction), no Tranche A Default or
Tranche A Event of Default shall have occurred or be continuing; and (iv) Lessee
or the Surviving Entity shall have delivered to Indenture Trustee an officers'
certificate and an opinion of counsel, each stating that such consolidation,
merger, sale, assignment, transfer, lease, conveyance or other disposition and
that all conditions precedent in this Agreement relating to such transaction
have been satisfied.

                  (h)      Limitations on Transactions with Affiliates.

                           (i) Lessee will not, and will not permit any of its
         Restricted Subsidiaries to, directly or indirectly, enter into or
         permit to exist any transaction or series of related transactions
         (including, without limitation, the purchase, sale, lease or exchange
         of any property or the rendering of any service) with, or for the
         benefit of, any of its Affiliates (each an "Affiliate Transaction"),
         other than (A) Affiliate Transactions permitted under paragraph (ii)
         below and (B) Affiliate Transactions on terms that are no less
         favorable than those that might reasonably have been obtained in a
         comparable transaction at such time on an arm's-length basis from a
         Person that is not an Affiliate of Lessee or such Restricted
         Subsidiary. All Affiliate Transactions (and each series of related
         Affiliate Transactions which are similar or part of a common plan)
         involving aggregate payments or other property with a fair market value
         in excess of $5,000,000 shall be approved by the unaffiliated members
         of the Board of Directors of Lessee or such Restricted Subsidiary, as
         the case may be, such approval to be evidenced by a Board Resolution
         stating that such unaffiliated members of the Board of Directors has
         determined that such transaction complies with the foregoing
         provisions. If Lessee or any Restricted Subsidiary of Lessee enters
         into an Affiliate Transaction (or a series of related Affiliate
         Transactions related to a common plan) that involves an aggregate fair
         market value of more than $10,000,000, Lessee or such Restricted
         Subsidiary, as the case may be, shall, prior to the consummation
         thereof, obtain a favorable opinion as to the fairness of such
         transaction or series of related transactions to Lessee or the relevant
         Restricted Subsidiary, as the case may be, from a financial point of
         view, from a nationally


                                      -45-
<PAGE>
         recognized firm qualified to do the business for which it is engaged
         and file the same with Indenture Trustee.

                           (ii) The restrictions set forth in clause (i) above
         shall not apply to (A) reasonable fees and compensation paid to and
         indemnity provided on behalf of, officers, directors, employees or
         consultants of Lessee or any Restricted Subsidiary of Lessee as
         determined in good faith by Lessee's Board of Directors or senior
         management; (B) transactions exclusively between or among Lessee and
         any of its Wholly Owned Restricted Subsidiaries or exclusively between
         or among such Wholly Owned Restricted Subsidiaries, provided such
         transactions are not otherwise prohibited by this Agreement; (C) any
         agreement as in effect as of the Issue Date (including, but not limited
         to, the Weatherford Transition Services Agreement) or any amendment
         thereto or any transaction contemplated thereby (including, but not
         limited to, pursuant to any amendment thereto) in any replacement
         agreement thereto so long as any such amendment or replacement
         agreement is not more disadvantageous to the Tranche A Noteholders in
         any material respect than the original agreement as in effect on the
         Issue Date; (D) Restricted Payments permitted by Section 9.2(b); (E)
         the Tax Sharing Agreement; (F) employment agreements with officers and
         employees of Lessee and its Restricted Subsidiaries, in the ordinary
         course of business; (G) loans and advances to employees not to exceed
         $5,000,000 outstanding at any one time, in the ordinary course of
         business; (H) arrangements with directors of Lessee existing on the
         Issue Date as disclosed in the Offering Memorandum; (I) the Acquisition
         of Gas Services International Ltd. and related entities including
         International Pumps & Compressions Pty. Ltd. for consideration of
         approximately $21 million, if consummated within six (6) months of the
         Issue Date, and documents related thereto; and (J) the provision of
         compression or related services to Weatherford or any other Affiliate
         in the ordinary course of business on market terms; provided, however,
         that if aggregate payments or property involved in any such transaction
         or series of related transactions exceeds $5,000,000, such transaction
         or transactions shall be approved by the unaffiliated members of the
         Board of Directors of Lessee.

                  (i) Change of Control. Upon a Change of Control, Lessee shall
comply with Section 28.4.3 of the Lease Agreement.

                  (j) Conduct of Business. Lessee and its Restricted
Subsidiaries will not engage in any businesses which are not the same, similar
or reasonably related to the businesses in which Lessee and its Restricted
Subsidiaries are engaged on the Issue Date.

                  (k) Reports to Indenture Trustee. Lessee will deliver to
Indenture Trustee within fifteen (15) days after the filing of the same with the
Commission, copies of the quarterly and annual reports and of the information,
documents and other reports, if any, which Lessee is required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act. Further,
notwithstanding that Lessee may not be subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, Lessee will provide Indenture Trustee
and Tranche A Noteholders with such annual reports and such information,
documents and other reports specified in Sections 13 and 15(d) of the Exchange
Act.


                                      -46-
<PAGE>

                  (l) Lessee and Guarantor deliveries to Indenture Trustee.
Lessee and Guarantor will promptly deliver to Indenture Trustee the following:

                           (i) Any Opinions of Counsel, Board Resolutions or
         other documents required to be delivered to Indenture Trustee pursuant
         to Sections 9.2(a)-(k).

                           (ii) Notice to Indenture Trustee if either Lessee or
         Guarantor become the beneficial owners of any Tranche A Notes.

                           (iii) An annual compliance certificate stating that
         there is no Lease Default or Lease Event of Default.

                           (iv) Copies of all appraisals and Opinions of Counsel
         required under the TIA, including without limitation those required
         under Sections 9.02, 9.03, 9.04 and 9.05 of the Indenture.

                           (v) Prompt notice by Lessee to Indenture Trustee of a
         Lease Default or Lease Event of Default.

                           (vi) Prompt notice by Lessee to Indenture Trustee of
         the resignation or inability to act of Collateral Agent.

                  9.3. Lessee Covenants for the Benefit of Lessor and Tranche B
Lenders. Lessee covenants and agrees for the benefit of Lessor, Co-Obligor and
each Tranche B Lender that on the Closing Date therefore and thereafter during
the remaining term of this Agreement as follows:

                  (a) Reporting Requirements. Lessee shall deliver, or shall
cause to be delivered, to Lessor, Administrative Agent with sufficient copies of
each for each Tranche B Lender:

                           (i) Annual Financial Statements. As soon as available
         and in any event within 120 days after the end of each fiscal year of
         Guarantor, the audited consolidated and unaudited consolidating
         statements of income, stockholders' equity, changes in financial
         position and cash flow of Guarantor and its consolidated subsidiaries
         for such fiscal year, and the related consolidated and consolidating
         balance sheets of Guarantor and its consolidated subsidiaries as at the
         end of such fiscal year, and setting forth in each case in comparative
         form the corresponding figures for the preceding fiscal year, and
         accompanied by the related opinion of independent public accountants of
         recognized national standing acceptable to Administrative Agent which
         opinion shall state that said financial statements fairly present the
         consolidated and consolidating financial condition and results of
         operations of Guarantor and its consolidated subsidiaries as at the end
         of, and for, such fiscal year and that such financial statements have
         been prepared in accordance with GAAP, except for such changes in such
         principles with which the independent public accountants shall have
         concurred and such opinion shall not contain a "going concern" or like
         qualification or exception, and a certificate of


                                      -47-
<PAGE>
         such accountants stating that, in making the examination necessary for
         their opinion, they obtained no knowledge, except as specifically
         stated, of any Lease Default.

                           (ii) Quarterly Financial Statements. As soon as
         available and in any event within 60 days after the end of each of the
         first three fiscal quarterly periods of each fiscal year of Guarantor,
         consolidated and consolidating statements of income, stockholders'
         equity, changes in financial position and cash flow of Guarantor and
         its consolidated subsidiaries for such period and for the period from
         the beginning of the respective fiscal year to the end of such period,
         and the related consolidated and consolidating balance sheets as at the
         end of such period, and setting forth in each case in comparative form
         the corresponding figures for the corresponding period in the preceding
         fiscal year, accompanied by the certificate of a Responsible Officer,
         which certificate shall state that said financial statements fairly
         present the consolidated and consolidating financial condition and
         results of operations of Guarantor and its consolidated subsidiaries in
         accordance with GAAP, as at the end of, and for, such period (subject
         to normal year-end audit adjustments).

                           (iii) Notice of Default, Etc. Promptly after Lessee
         knows that any Lease Default or any Material Adverse Effect (Tranche B)
         has occurred, a notice of such Lease Default or Material Adverse Effect
         (Tranche B), describing the same in reasonable detail and the action
         Lessee proposes to take with respect thereto and at Lessor's or any
         Tranche B Lender's option, a copy of notice of such Lease Default.

                           (iv) Management Letters. Promptly after Lessee's or
         any Subsidiaries' receipt thereof, a copy of any "management letter"
         addressed to the Board of Directors of Lessee or such Subsidiary from
         its certified public accountants and any internal control memoranda
         relating thereto.

                           (v) SEC Filings, Etc. Promptly upon its becoming
         available, each financial statement, report, notice or proxy statement
         sent by Lessee to stockholders generally and each regular or periodic
         report and any registration statement, prospectus or written
         communication (other than transmittal letters) in respect thereof filed
         by Lessee with or received by Lessee in connection therewith from any
         securities exchange or the SEC or any successor agency.

                           (vi) Other Matters. From time to time such other
         information regarding the business, affairs or financial condition of
         Lessee or any Subsidiary (including, without limitation, any Plan or
         Multiemployer Plan and any reports or other information required to be
         filed under ERISA) as any Tranche B Lender or Administrative Agent may
         reasonably request.

                           (vii) Hedging Agreements. As soon as available and in
         any event within ten (10) Business Days after each Quarterly Date, a
         report, in form and substance satisfactory to Administrative Agent,
         setting forth as of the last Business Day of such Quarterly Date a true
         and complete list of all Hedging Agreements (including commodity price
         swap agreements, forward agreements or contracts of sale which provide
         for


                                      -48-
<PAGE>
         prepayment for deferred shipment or delivery of oil, gas or other
         commodities) of Lessee and each Subsidiary, the material terms thereof
         (including the type, term, effective date, termination date and
         notional amounts or volumes), the net mark to market value therefor,
         any new credit support agreements relating thereto not listed on
         Schedule 9, any margin required or supplied under any credit support
         document, and the counter party to each such agreement.

                           (viii) Labor Disputes. Promptly upon becoming aware
         of any labor dispute which could reasonably be expected to have a
         Material Adverse Effect (Tranche B), a notice of such dispute
         describing same in detail and the action of Lessee proposes to take
         with respect thereto.

Lessee will furnish to Administrative Agent, at the time it furnishes each set
of financial statements pursuant to paragraph (i) or (ii) above, a certificate
substantially in the form of Exhibit D executed by a Responsible Officer (i)
certifying as to the matters set forth therein and stating that no Lease Default
has occurred and is continuing (or, if any Lease Default has occurred and is
continuing, describing the same in reasonable detail), and (ii) setting forth in
reasonable detail the computations necessary to determine whether Lessee is in
compliance with Section 9.3(o)(i), (ii) and (iii) as of the end of the
respective fiscal quarter or fiscal year.

                  (b) Litigation. Lessee shall promptly give to Administrative
Agent notice of any litigation or governmental investigation or proceeding
pending against Lessee or any of its Subsidiaries which could reasonably be
expected to materially and adversely affect the business, operations, property,
assets, liabilities, condition (financial or otherwise) or prospects of Lessee
or any its Subsidiaries.

                  (c)      Maintenance, Etc.

                           (i) Generally. Lessee shall and shall cause each
         Subsidiary to (A) preserve and maintain its legal entity existence and
         all of its material rights, privileges, franchises, patents,
         trademarks, copyrights and licenses, (B) keep books of record and
         account in which full, true and correct entries will be made of all
         dealings or transactions in relation to its business and activities,
         (C) comply with all Governmental Requirements if failure to comply with
         such requirements will have a Material Adverse Effect (Tranche B), (D)
         pay and discharge all taxes, assessments and governmental charges or
         levies imposed on it or on its income or profits or on any of its
         Property prior to the date on which penalties attach thereto, except
         for any such tax, assessment, charge or levy the payment of which is
         being contested in good faith and by proper proceedings and against
         which adequate reserves are being maintained, and (E) upon reasonable
         notice, permit representatives of Administrative Agent or any Tranche B
         Lender, during normal business hours, to examine, copy and make
         extracts from its books and records, to inspect its Properties, and to
         discuss its business and affairs with its officers, all to the extent
         reasonably requested by such Tranche B Lender or Administrative Agent
         (as the case may be).


                                      -49-
<PAGE>

                           (ii) Proof of Insurance. Contemporaneously with the
         delivery of the financial statements required by Section 9.3(a)(i) to
         be delivered for each year, Lessee will furnish or cause to be
         furnished to Administrative Agent and the Tranche B Lenders a
         certificate of insurance coverage from the insurer in form and
         substance satisfactory to Administrative Agent and, if requested, will
         furnish Administrative Agent and the Tranche B Lenders copies of the
         applicable policies.

                           (iii) Operation of Properties. Lessee will and will
         cause each Subsidiary to operate its Properties or cause such
         Properties to be operated in a careful and efficient manner in
         accordance with the practices of the industry and in compliance with
         all applicable contracts and agreements and in compliance in all
         material respects with all Governmental Requirements.

                  (d)      Environmental Matters.

                           (i) Establishment of Procedures. Lessee will and will
         cause each Subsidiary to establish and implement such procedures as may
         be reasonably necessary to continuously determine and assure that any
         failure of the following does not have a Material Adverse Effect
         (Tranche B): (A) all Property of Lessee and its Subsidiaries and the
         operations conducted thereon and other activities of Lessee and its
         Subsidiaries are in compliance with and do not violate the requirements
         of any Environmental Laws, (B) no oil, hazardous substances or solid
         wastes are disposed of or otherwise released on or to any Property
         owned by any such party except in compliance with Environmental Laws,
         (C) no hazardous substance will be released on or to any such Property
         in a quantity equal to or exceeding that quantity which requires
         reporting pursuant to Section 103 of CERCLA, and (D) no oil, oil and
         gas exploration and production wastes or hazardous substance is
         released on or to any such Property so as to pose an imminent and
         substantial endangerment to public health or welfare or the
         environment.

                           (ii) Notice of Action. Lessee will promptly notify
         Administrative Agent and the Tranche B Lenders in writing of any
         threatened action, investigation or inquiry by any Governmental Entity
         of which Lessee has knowledge in connection with any Environmental Law,
         excluding routine testing and corrective action.

                  (e) ERISA Information and Compliance. Lessee will promptly
furnish and will cause the Subsidiaries and any ERISA Affiliate to promptly
furnish to Administrative Agent with sufficient copies to the Tranche B Lenders
(i) promptly after the filing thereof with the United States Secretary of Labor,
the Internal Revenue Service or the PBGC, copies of each annual and other report
with respect to each Plan or any trust created thereunder, (ii) immediately upon
becoming aware of the occurrence of any ERISA Event or of any "prohibited
transaction," as described in section 406 of ERISA or in section 4975 of the
Code, in connection with any Plan or any trust created thereunder, a written
notice signed by a Responsible Officer specifying the nature thereof, what
action Lessee, the Subsidiary or the ERISA Affiliate is taking or proposes to
take with respect thereto, and, when known, any action taken or proposed by the
Internal Revenue Service, the Department of Labor or the PBGC with respect
thereto, and (iii) immediately upon receipt thereof, copies of any notice of the
PBGC's intention to terminate


                                      -50-
<PAGE>
or to have a trustee appointed to administer any Plan. With respect to each Plan
(other than a Multiemployer Plan), Lessee will, and will cause each Subsidiary
and ERISA Affiliate to, (A) satisfy in full and in a timely manner, without
incurring any late payment or underpayment charge or penalty and without giving
rise to any lien, all of the contribution and funding requirements of section
412 of the Code (determined without regard to subsections (d), (e), (f) and (k)
thereof) and of section 302 of ERISA (determined without regard to sections 303,
304 and 306 of ERISA), and (B) pay, or cause to be paid, to the PBGC in a timely
manner, without incurring any late payment or underpayment charge or penalty,
all premiums required pursuant to sections 4006 and 4007 of ERISA.

                  (f) Debt. Without the prior consent of the Majority Tranche B
Lenders, neither Lessee, Guarantor nor any Subsidiary will incur, create, assume
or permit to exist any Debt, except:

                           (i) Debt (including unfunded commitments) of Lessee
         or Guarantor existing on the Closing Date which is reflected in the
         Financial Statements or is disclosed in Schedule 11, and any renewals,
         extensions, refinancings and modifications (but not increases) thereof;

                           (ii) accounts payable (for the deferred purchase
         price of Property or services) from time to time incurred in the
         ordinary course of business which, if greater than 90 days past the
         invoice or billing date, are being contested in good faith by
         appropriate proceedings if reserves adequate under GAAP shall have been
         established therefor;

                           (iii) Debt of Lessee under Hedging Agreements which
         are for bona fide business purposes and are not speculative; and

                           (iv) Operating Equipment Lease Obligations;

                           (v) other Debt of Lessee and its Domestic
         Subsidiaries, incurred or assumed, not to exceed $35,000,000 in the
         aggregate;

                           (vi) Debt evidenced by Capital Lease Obligations and
         Purchase Money Debt, provided that in no event shall the aggregate
         principal amount of Capital Lease Obligations and Purchase Money Debt
         permitted by this clause (vi) exceed $30,000,000 at any time
         outstanding;

                           (vii) Debt with respect to surety bonds, appeal bonds
         or custom bonds required in the ordinary course of business or in
         connection with the enforcement of rights or claims of the Lessee or
         any of its Subsidiaries or in connection with judgments that do not
         result in a Lease Default or a Lease Event of Default, provided that
         the aggregate outstanding amount of all cash surety bonds, appeal bonds
         and custom bonds permitted by this clause (vii) shall not at any time
         exceed $5,000,000; and

                           (viii) Debt of any Foreign Subsidiary of Lessee or
         Guarantor the proceeds of which Debt are used for such Foreign
         Subsidiary's and/or their Foreign


                                      -51-
<PAGE>
         Subsidiaries' working capital and general corporate purposes ("Foreign
         Subsidiary Indebtedness")

                           (ix) Debt for borrowed money assumed by Lessee or one
         of its Subsidiaries, or of a Subsidiary of Lessee acquired, pursuant to
         an acquisition or merger permitted pursuant to the terms of this
         Agreement, provided that such Debt shall not exceed $65,000,000 in the
         aggregate at any time and such Debt was not incurred in connection
         with, or in anticipation or contemplation of such permitted acquisition
         or merger; and provided further that the aggregate amount of Debt
         permitted pursuant to this clause (ix) that has a scheduled maturity
         date that is earlier than the Revolver shall not exceed $30,000,000.

                  (g) Liens. Without the prior written consent of the Majority
Tranche B Lenders, neither Lessee nor any Subsidiary will create, incur, assume
or permit to exist any Lien on any of its Properties (now owned or hereafter
acquired), except:

                           (i) Liens securing the payment of any Revolver
         Indebtedness;

                           (ii) Excepted Liens;

                           (iii) Liens securing Capital Lease Obligations and
         Purchase Money Debt allowed under Section 9.3(f)(vi), but only on the
         Property under lease or purchased;

                           (iv) Liens on assets created in connection with the
         ABS Operating Lease Facility, Liens on assets of any bankruptcy remote
         subsidiaries created for the purpose and as a condition to an Operating
         Equipment Lease Facility and its Liens securing Operating Equipment
         Lease Obligations with respect to any Operating Equipment Lease
         Facility and any guaranties thereof, provided that such Liens do not
         extend to or cover any Property or assets of Lessee or any of its
         Subsidiaries other than the Property subject to or pledged to such
         Operating Equipment Leases, any Property or rights (including rights
         under subleases) relating to such leased property and the equity
         interests of the lessee in any such Operating Equipment Lease,
         provided, however, that at the time of entering into (and immediately
         after giving effect to) any such lease, no Lease Default shall have
         occurred or be continuing under this Agreement;

                           (v) Liens disclosed on Schedule 12;

                           (vi) Liens arising out of Hedging Agreements with
         lenders under the Revolver or Affiliates (Tranche B) thereof;

                           (vii) Liens relating to Debt permitted under Section
         9.3(f)(v) provided that the aggregate amount of Debt by such Liens
         shall not exceed $20,000,000;

                           (viii) Liens on assets of Foreign Subsidiaries under
         Foreign Credit Facilities (Tranche B); and


                                      -52-
<PAGE>

                           (ix) Liens securing acquired Debt permitted under
         Section 9.3(f)(ix); provided, however, such Liens do not extend to or
         cover any property other than the property or assets that secured such
         Debt prior to the time it was acquired or assumed.

                  (h) Investments, Loans and Advances. Without the prior written
consent of the Majority Tranche B Lenders, neither Lessee nor any Subsidiary
will make or permit to remain outstanding any loans or advances to or
Investments (Tranche B) in any Person, except that, so long as no Lease Event of
Default has occurred and is continuing, the foregoing restriction shall not
apply to:

                           (i) Investments (Tranche B), loans or advances
         reflected in the Financial Statements or which are disclosed to the
         Lenders in Schedule 13;

                           (ii) accounts receivable arising in the ordinary
         course of business;

                           (iii) direct obligations of the United States or any
         agency thereof, or obligations guaranteed by the United States or any
         agency thereof, in each case maturing within one year from the date of
         creation thereof;

                           (iv) commercial paper maturing within one year from
         the date of creation thereof rated in the highest grade by S&P or
         Moody's;

                           (v) deposits maturing within one year from the date
         of creation thereof with, including certificates of deposit issued by,
         any Tranche B Lender or any office located in the United States of any
         other bank or trust company which is organized under the laws of the
         United States or any state thereof, has capital, surplus and undivided
         profits aggregating at least $100,000,000.00 (as of the date of such
         Tranche B Lender's or bank or trust company's most recent financial
         reports) and has a short term deposit rating of no lower than A2 or P2,
         as such rating is set forth from time to time, by S&P or Moody's,
         respectively;

                           (vi) deposits in money market funds investing
         exclusively in Investments (Tranche B) described in clause (iii), (iv)
         or (v) above;

                           (vii) other Investments (Tranche B), loans or
         advances not to exceed $100,000,000 in any single fiscal year or
         $250,000,000 in the aggregate at any time outstanding, provided
         however, for the purposes of this clause (vii), Investments (Tranche
         B), loans or advances of approximately $98,700,000 with respect to
         Lessee's acquisition of KCI, Inc., of approximately $25,000,000 with
         respect to Lessee's acquisition of Louisiana Compressor Maintenance
         Co., and of approximately $30,000,000 with respect to Lessee's
         acquisition of Compressor Systems, Inc. shall not be included in
         calculating Investments (Tranche B), loans or advances; and

                           (viii) payroll advances and employee loans up to
         $5,000,000.

                  (i) Dividends, Distributions and Redemptions. Without the
prior written consent of the Majority Tranche B Lenders, Lessee will not declare
or pay any dividend,


                                      -53-
<PAGE>
purchase, redeem or otherwise acquire for value any of its stock now or
hereafter outstanding, return any capital to its stockholders or make any
distribution of its assets to its stockholders; except that so long as there
shall exist no Lease Default or Lease Event of Default (both before and after
giving effect to the payment thereof) (i) Lessee may pay cash dividends to
Guarantor so long as the proceeds thereof are immediately used by Guarantor to
purchase shares of common stock or options to purchase shares of common stock of
Guarantor held by former employees of Lessee following the termination of their
employment by Lessee or any of its Subsidiaries provided that the aggregate
amount of cash dividends paid pursuant to this Section 9.3(i)(i), not during any
fiscal year of Lessee exceed $7,500,000; or (ii) Lessee may make other
distributions provided that the aggregate amount of such distributions shall not
exceed $5,000,000 during any fiscal year.

                  (j) Nature of Business. Without the prior written consent of
the Majority Tranche B Lenders, neither Lessee nor any Subsidiary will allow any
material change to be made in the character of its business.

                  (k) Mergers, Etc. Without the prior written consent of the
Majority Tranche B Lenders, neither Lessee nor any Subsidiary will merge into or
with or consolidate with any other Person, or sell, lease or otherwise dispose
of (whether in one transaction or in a series of transactions) all or
substantially all of its Property or assets to any other Person except that (i)
any Subsidiary of Lessee may be merged into or consolidated with or sell, lease
or otherwise dispose of all or substantially all of its Property or assets to
(A) Lessee, so long as Lessee is the surviving business entity, or (B) another
Subsidiary of Lessee and (ii) Lessee may merge into or consolidate with any
Person provided, in each case (A) immediately thereafter and giving effect
thereto, no event shall occur and be continuing which constitutes a Lease
Default or Lease Event of Default and (B) Lessee is the surviving business
entity.

                  (l) Sales Proceeds. Without the prior written consent of the
Majority Tranche B Lenders, neither Lessee nor any Person acting on behalf of
Lessee has taken or will take any action which might cause any of the Operative
Documents to violate Regulation T, U or X or any other regulation of the Board
of Governors of the Federal Reserve System or to violate Section 7 of the
Exchange Act or any rule or regulation thereunder, in each case as now in effect
or as the same may hereinafter be in effect.

                  (m) ERISA Compliance. Without the prior written consent of the
Majority Tranche B Lenders, Lessee will not at any time:

                           (i) Engage in, or permit any Subsidiary or ERISA
         Affiliate to engage in, any transaction in connection with which
         Lessee, any Subsidiary or any ERISA Affiliate could be subjected to
         either a civil penalty assessed pursuant to section 502(c), (i) or (l)
         of ERISA or a tax imposed by Chapter 43 of Subtitle D of the Code;

                           (ii) Terminate, or permit any Subsidiary or ERISA
         Affiliate to terminate, any Plan in a manner, or take any other action
         with respect to any Plan, which could result in any liability to
         Lessee, any Subsidiary or any ERISA Affiliate to the PBGC;


                                      -54-
<PAGE>

                           (iii) Fail to make, or permit any Subsidiary or ERISA
         Affiliate to fail to make, full payment when due of all amounts which,
         under the provisions of any Plan, agreement relating thereto or
         applicable law, Lessee, a Subsidiary or any ERISA Affiliate is required
         to pay as contributions thereto;

                           (iv) Permit to exist, or allow any Subsidiary or
         ERISA Affiliate to permit to exist, any accumulated funding deficiency
         within the meaning of Section 302 of ERISA or section 412 of the Code,
         whether or not waived, with respect to any Plan;

                           (v) Permit, or allow any Subsidiary or ERISA
         Affiliate to permit, the actuarial present value of the benefit
         liabilities under any Plan maintained by Lessee, any Subsidiary or any
         ERISA Affiliate which is regulated under Title IV of ERISA to exceed
         the current value of the assets (computed on a plan termination basis
         in accordance with Title IV of ERISA) of such Plan allocable to such
         benefit liabilities. The term "actuarial present value of the benefit
         liabilities" shall have the meaning specified in section 4041 of ERISA;

                           (vi) Contribute to or assume an obligation to
         contribute to, or permit any Subsidiary or ERISA Affiliate to
         contribute to or assume an obligation to contribute to, any
         Multiemployer Plan;

                           (vii) Acquire, or permit any Subsidiary or ERISA
         Affiliate to acquire, an interest in any Person that causes such Person
         to become an ERISA Affiliate with respect to Lessee, any Subsidiary or
         any ERISA Affiliate if such Person sponsors, maintains or contributes
         to, or at any time in the six-year period preceding such acquisition
         has sponsored, maintained, or contributed to, (A) any Multiemployer
         Plan, or (B) any other Plan that is subject to Title IV of ERISA under
         which the actuarial present value of the benefit liabilities under such
         Plan exceeds the current value of the assets (computed on a plan
         termination basis in accordance with Title IV of ERISA) of such Plan
         allocable to such benefit liabilities;

                           (viii) Incur, or permit any Subsidiary or ERISA
         Affiliate to incur, a liability to or on account of a Plan under
         sections 515, 4062, 4063, 4064, 4201 or 4204 of ERISA;

                           (ix) Contribute to or assume an obligation to
         contribute to, or permit any Subsidiary or ERISA Affiliate to
         contribute to or assume an obligation to contribute to, any employee
         welfare benefit plan, as defined in section 3(1) of ERISA, including,
         without limitation, any such plan maintained to provide benefits to
         former employees of such entities, that may not be terminated by such
         entities in their sole discretion at any time without any material
         liability; or

                           (x) Amend or permit any Subsidiary or ERISA Affiliate
         to amend, a Plan resulting in an increase in current liability such
         that Lessee, any Subsidiary or any ERISA Affiliate is required to
         provide security to such Plan under section 401(a)(29) of the Code.


                                      -55-
<PAGE>
         (n) Sale or Discount of Receivables. Without the prior written consent
of the Majority Tranche B Lenders, neither Lessee nor any Subsidiary will
discount or sell (with or without recourse) any of its notes receivable or
accounts receivable, except in the ordinary course of business.

         (o) Certain Financial Covenants. Without the prior written consent of
the Majority Tranche B Lenders:

                  (i) Current Ratio. Lessee will not permit its ratio of (A)
     Consolidated Current Assets to (B) Consolidated Current Liabilities to be
     less than 1.0 to 1.0 at any time.

                  (ii) Total Debt to EBITDAR. Lessee will not permit its Total
     Leverage Ratio as of the end of any Testing Period to be greater than the
     ratios and for the periods indicated below:

<Table>
<Caption>
                       Period                           Ratio
                       ------                           -----
<S>                                                <C>
   Closing Date through 3/31/02                    4.75 to 1.00

   4/01/02 and at all times thereafter             4.50 to 1.00
</Table>


                  (iii) Interest Coverage Ratio. Lessee will not permit its
     Interest Coverage Ratio as of the end of any Testing Period to be less than
     the ratios and for the periods indicated below:

<Table>
<Caption>
                       Period                           Ratio
                       ------                           -----
<S>                                                <C>
   Closing Date through 3/31/02                    2.00 to 1.00

   4/01/02 through 3/31/04                         2.25 to 1.00

   4/01/04 and at all times thereafter             2.50 to 1.00
</Table>


                  (iv) Test and Calculations of Financial Ratios. Until the
     fiscal quarter beginning April 1, 2002, the financial ratios set forth in
     clauses (i), (ii) and (iii) above will be tested on a quarterly basis
     beginning March 31, 2001. Said financial ratios will be calculated
     utilizing annualized results for the period from and including the Closing
     Date through the applicable quarterly determination date. From and
     including April 1, 2002 and at all times thereafter, said financial ratios
     will be determined on a rolling four-quarter basis.

         (p) Sale of Properties. Without the prior written consent of the
Majority Tranche B Lenders, Lessee will not, and will not permit any Subsidiary
to, sell, assign, convey or otherwise transfer any Property; except that Lessee
and any Subsidiary:



                                      -56-
<PAGE>




                  (i) may sell or otherwise dispose of any Property which, in
     the reasonable judgment of such Person, is obsolete, worn out or otherwise
     no longer useful in the conduct of such Person's business;

                  (ii) may sell or lease inventory or equipment to their
     respective customers in the ordinary course of business; and

                  (iii) may dispose of Property necessary to effectuate
     Operating Equipment Lease Facilities otherwise permitted hereby; provided,
     however, the net proceeds received in connection with any such disposition
     of property shall be used first to prepay the outstanding principal
     balance, if any, of the amounts borrowed under the Revolver pursuant to an
     Equipment Loan (as defined in the Revolver) on a dollar for dollar basis.

         (q) Environmental Matters. Without the prior written consent of the
Majority Tranche B Lenders, neither Lessee nor any Subsidiary will cause or
permit any of its Property to be in violation of, or do anything or permit
anything to be done which will subject any such Property to any remedial
obligations under any Environmental Law, assuming disclosure to the applicable
Governmental Entity of all relevant facts, conditions and circumstances, if any,
pertaining to such Property where such violations or remedial obligations would
have a Material Adverse Effect (Tranche B).

         (r) Transactions with Affiliates. Without the prior written consent of
the Majority Tranche B Lenders, except for certain transition service agreements
entered into in conjunction with the Merger on or prior to the Closing Date and
disclosed to Administrative Agent and the Tranche B Lenders on Schedule 14,
neither Lessee nor any Subsidiary will enter into any transaction, including,
without limitation, any purchase, sale, lease or exchange of Property or the
rendering of any service, with any Affiliate (Tranche B) unless such
transactions are otherwise permitted under this Agreement, are in the ordinary
course of its business and are upon fair and reasonable terms no less favorable
to it than it would obtain in a comparable arm's length transaction with a
Person not an Affiliate (Tranche B).

         (s) Subsidiaries. Without the prior written consent of the Majority
Tranche B Lenders, Lessee shall not, and shall not permit any Subsidiary to,
create any additional Subsidiaries except for (i) Subsidiaries formed in
connection with Operating Equipment Lease Facilities permitted hereunder, (ii)
Subsidiaries resulting from the Merger or from future mergers or acquisitions
permitted hereunder, and (iii) new Subsidiaries created by Lessee in compliance
with Section 9.3(h). Lessee shall not and shall not permit any Subsidiary to
sell or to issue any stock or ownership interest of a Subsidiary, except to
Lessee and except in compliance with Section 9.3(h).

         (t) [Reserved].

         (u) Use of ERISA Assets. At no time shall Lessee use or attempt to use
any assets which would be deemed to be "plan assets" under the "plan asset
regulations" promulgated pursuant to ERISA to satisfy any or all obligations
under the Operative Documents.



                                      -57-
<PAGE>



         9.4. Covenant of Tranche B Lenders, Lessor, Administrative Agent and
Collateral Agent and Limited Partners. If Lessor, any Tranche B Lender,
Administrative Agent or Collateral Agent is not a U.S. Person, it shall provide,
to Lessee and to any other party making payments to it under the Operative
Documents, on the Closing Date (or, if later at the time it becomes Lessor, a
Tranche B Lender, Administrative Agent or Collateral Agent, as the case may be)
and at such times as may be necessary thereafter under Applicable Law as in
effect on the Closing Date (including Section 1441 of the Code) and at such
other times as shall be reasonably requested by Lessee or any other party making
payments to it under the Operative Documents, a fully completed Internal Revenue
Service Form W-8 or successor form (including an appropriate Internal Revenue
Service Form W-8 completed as specified in Treasury Regulations section
1.1441-4(a)), along with any other forms or documents required to be attached to
such forms upon which Lessee or such other party can rely establishing that all
payments to each such Person under the Operative Documents can be made free and
clear of any requirement to withhold any United States federal income tax
therefrom; provided, however, that each such Person shall not be required to
provide such forms if, solely as a result of a change after the Closing Date in
Applicable Law as in effect on the Closing Date (or such later date) such Person
is not legally entitled to deliver such form. In the event of a failure to
provide any form as required under this Section 9.4 by any Tranche B Lender,
Lessor, Administrative Agent or Collateral Agent, the relevant party shall be
entitled to withhold from any payment made pursuant to the Operative Documents
to such Person the appropriate amount of federal income tax, notwithstanding the
provisions of the Operative Documents to the contrary and provided further, that
Lessee shall not have any indemnity obligation to such Person pursuant to
Section 10.3.5 hereof to the extent related to such failure.

         9.5. Covenant of Lessee and Lessor. Each of Lessor and Lessee agrees
for the benefit of each Tranche B Lender that no item of equipment shall be
leased under the Lease Agreement (other than by way of a substitution of
equipment in accordance with Section 13 of the Lease Agreement) on a Funding
Date without satisfaction of the condition precedent set forth in Section 3.1(o)
with respect to such item, notwithstanding any waiver of such condition by any
other Tranche B Lenders.

         10. Indemnities.

         10.1. Lessee General Indemnification. Lessee hereby assumes liability
for, and does hereby agree to indemnify, protect, save, defend, and hold
harmless each Lessee Indemnified Person (and, with respect to clause (ix) below,
Arrangers) on an After-Tax Basis, from and against any and all obligations,
fees, expenses, costs, liabilities, losses, damages, penalties, claims, demands,
actions, suits, judgments and related costs and expenses, including reasonable
legal fees and expenses, of every kind and nature whatsoever, imposed on,
incurred by, or asserted against such Lessee Indemnified Person (collectively,
"Losses"), which relate in any way relate to or arise in any way out of (i) the
manufacture, construction, ordering, transfer, acceptance or rejection,
ownership, transfer of ownership, titling or re-titling, registration or
re-registration, delivery, leasing, subleasing, possession, use, operation,
maintenance, storage, removal, redelivery, repossession, mortgaging, granting of
any interest in, transfer of title to, acquisition, sale or other application or
disposition, disposition of licensing, documentation, of any Item of Equipment,
or any part thereof, including, without limitation, any of such as may



                                      -58-
<PAGE>



arise from (A) loss or damage to any property or death or injury to any Persons,
(B) patent or latent defects in any Items of Equipment (whether or not
discoverable by Lessee or any Lessee Indemnified Person, (C) any claims based on
strict liability in tort or negligence, (D) any claims related to the release of
any substance into the environment and (E) any claims based on patent,
trademark, trade name or copyright infringement, or (ii) the Operative Documents
or the transactions contemplated hereby or thereby, or (iii) any failure on the
part of Lessee or Guarantor to perform or comply with any Applicable Law, any of
the terms of any Operative Document to which it is a party or any instrument
referred to or contemplated hereby or thereby or the nonconformity of any
Equipment with Applicable Law, or (iv) reliance on any representation or
warranty made or deemed made by Lessee or Guarantor or any of their respective
officers under or in connection with any Operative Document which shall have
been false or incorrect in any material respect when made or deemed made or
delivered, or (v) any repayment to Lessee by Lessor of any amount previously
distributed hereunder which amount such Person is required to repay, or (vi) any
investigation, litigation or proceeding related to any Operative Document or the
use of proceeds of Tranche A Notes, Tranche B Loans or Equity Contributions or
the ownership of the Tranche A Notes, Tranche B Notes or Equity Certificates or
in respect of the Lease Agreement, or (vii) the failure to vest or maintain
vested in Lessor and Collateral Agent or to transfer to Lessor or Collateral
Agent an undivided security interest in the Lessee Collateral or the Lessor
Collateral, respectively, including collections free and clear of Liens to the
extent required by the Operative Documents, or (viii) any agreement by Lessor to
pay any amounts under Section 6.5 of the Limited Partnership Agreement or to
indemnify any Person under the Lessor Indemnity Agreement, or (ix) the
engagement of the Appraiser with respect to the delivery of any Appraisal to be
delivered in accordance with the Operative Documents. Lessee shall be subrogated
to a Lessee Indemnified Person's rights in any matter with respect to which
Lessee has actually reimbursed such Lessee Indemnified Person for amounts
expended by it or has actually paid such amounts directly pursuant to this
Section 10.1. In case any claim, action, suit or proceeding is made or brought
against any Lessee Indemnified Person in connection with any claim indemnified
against hereunder, such Lessee Indemnified Person will, promptly after receipt
of notice of such claim or the commencement of such action, suit or proceeding,
notify Lessee thereof, enclosing a copy of all papers served upon such Lessee
Indemnified Person, but failure to give such notice or to enclose such papers
shall not relieve Lessee from any liability hereunder unless such failure
materially and adversely affects Lessee's defense of such claim resulting in a
material increase in liability of Lessee in respect of such claim or preventing
it from reducing liability therefor, in which case Lessee shall not be required
to indemnify such Lessee Indemnified Person for the amount by which such
liability was increased or not reduced for failure to give such notice. Provided
no Lease Event of Default has occurred, Lessee will be entitled to participate
in, and assume the defense of, such claim, action, suit or proceeding, or cause
the same to be resisted or defended by counsel selected by Lessee and reasonably
acceptable to the Lessee Indemnified Person; provided, however, if such claim,
action, suit or proceeding involves any material risk of loss or forfeiture of
title to the Equipment (unless Lessee shall have posted a bond or other security
reasonably satisfactory to Administrative Agent in respect of such risk) or any
material risk of criminal penalty being assessed against any Lessee Indemnified
Person, upon such Lessee Indemnified Person's request, Lessee will at its
expense, cause such claim, action, suit or proceeding to be resisted or defended
by counsel selected by such Lessee Indemnified Person and reasonably acceptable
to Lessee. After notice from Lessee



                                      -59-
<PAGE>



to such Lessee Indemnified Person of Lessee's election to so assume the defense
of such claim, action, suit or proceeding, Lessee will not be liable to such
Lessee Indemnified Person for any costs and expenses of any settlement of such
claim, action, suit or proceeding effected by such Lessee Indemnified Person
without the prior written consent of Lessee (which consent will not be
unreasonably withheld). Such Lessee Indemnified Person may participate at its
own expense in any such claim, action, suit or proceeding controlled by Lessee
pursuant hereto; provided such participation does not, in the opinion of
independent counsel appointed by Lessee, interfere with such control) and such
participation will not constitute a waiver of the indemnification provided in
this Section 10. In the event of any failure by Lessee to satisfy its
obligations under this Section 10.1, Lessee shall pay all reasonable costs and
expenses (including, without limitation, attorney's fees and expenses) incurred
by such Lessee Indemnified Person in connection with such action, suit or
proceeding. Additionally, if outside counsel to such Lessee Indemnified Person
determines that a conflict of interest exists between such Person and Lessee
regarding any Loss indemnified hereunder, Lessee agrees to pay the reasonable
fees and expenses of separate counsel for and as selected by such Lessee
Indemnified Person. The provisions of this Section 10.1, and the obligations of
Lessee under this Section 10.1, shall apply from the date of this Agreement
notwithstanding that the Term may not have commenced, and shall survive and
continue in full force and effect notwithstanding the expiration or earlier
termination of this Agreement, the Lease Agreement or any other Operative
Document in whole or in part, including the expiration of termination of the
Term with respect to any Item of Equipment, and are expressly made for the
benefit of, and shall be enforceable by Lessor.

         10.2. Exceptions to Lessee's General Indemnification. Notwithstanding
the terms of Section 10.1, Lessee shall not be required to indemnify any Lessee
Indemnified Person under Section 10.1 for any of the following: (i) any Loss to
the extent resulting from the willful misconduct or gross negligence of such
Lessee Indemnified Person (it being understood that Lessee shall be required to
indemnify any Lessee Indemnified Person even if the ordinary (but not gross)
negligence of such Lessee Indemnified Person caused or contributed to such
Loss), (ii) any Loss resulting from Lessor Liens attributable to such Lessee
Indemnified Person, (iii) any Loss to the extent attributable to acts or events
occurring after the end of the Term, if any, so long as no Lease Event of
Default shall have occurred and be continuing and the Equipment has either been
purchased or redelivered in accordance with the terms of Section 6.1, 28.2, 28.3
or 28.4 of the Lease Agreement, (iv) any Loss (other than a Loss attributable to
a Lease Event of Default) arising from a breach by such Lessee Indemnified
Person of any agreement entered into in connection with the assignment or
participation of any interest of such Lessee Indemnified Person under the Lease
Agreement or the other Operative Documents, (v) any Loss to the extent arising
or resulting from the failure of such Lessee Indemnified Person to comply with
laws applicable to financial institutions or their affiliates generally or the
failure of such Lessee Indemnified Person to file any material notice, report,
filing or other document required by any Governmental Entity regulating banks or
their affiliates in connection with such Lessee Indemnified Person's execution
of, and participation in the transactions contemplated by, the Operative
Documents except to the extent resulting from the acts or omissions of Lessee or
Guarantor, (vi) any other expense or Loss to the extent expressly provided under
any of the Operative Documents to be paid or borne by such Lessee Indemnified
Person at its own expense, (vii) any Loss to the extent resulting from the
offer, sale, disposition or transfer by such Lessee



                                      -60-
<PAGE>



Indemnified Person of all or part of its interest in the Operative Documents,
other than a Loss arising as a result of the occurrence of a Lease Event of
Default, (viii) any Loss that is a Tax or based on a Tax, (ix) any Loss to the
extent resulting from any business, transaction or other activity in which such
Lessee Indemnified Person is engaged, which has no relation to the transactions
contemplated hereby or by any of the Operative Documents, (x) any Loss resulting
from a Tranche A Event of Default or Tranche B Event of Default not attributable
to a Lease Event of Default, (xi) any Loss which is an ordinary and usual
operating or overhead expense of such Lessee Indemnified Person except expenses
incurred relating to an Lease Event of Default, (xii) any Loss in connection
with any dispute between or among Lessee Indemnified Persons other than Losses
caused by a Lease Event of Default and (xiii) any Loss arising under Section
406(a) of ERISA or Section 4975 of the Code (a) as a result of Loans or funds
advanced by Tranche B Lenders or Lessor being deemed to be "plan assets" under
the "plan asset regulations" promulgated pursuant to ERISA or (b) as a result of
a violation of Section 406(b) of ERISA or Section 4975(c)(1) (E) or (F) of the
Code by Tranche B Lenders or Lessor. Section 10.1 shall be construed as an
indemnity only and not a guaranty of residual value of the Items of Equipment.

         10.3. Tax Indemnity.

                  10.3.1. General Indemnity. Subject to the other provisions of
this Section 10.3, Lessee agrees to pay, defend and indemnify and hold Lessor,
Indenture Trustee, Administrative Agent and Collateral Agent and their
respective Affiliates, successors and assigns (including any consolidated or
combined group of which any such Person is a member) (each a "Tax Indemnitee")
harmless on an After-Tax Basis from any and all federal, state, local and
foreign taxes, excise taxes, fees, withholdings, levies, documentary stamps,
imposts, duties, assessments, penalties and charges of any kind and nature
whatsoever, together with any penalties, fines or interest thereon (herein
called "Taxes") howsoever imposed, whether levied or imposed upon or asserted
against a Tax Indemnitee, Lessee, any Item of Equipment, or any part thereof, by
any federal, state or local government or taxing authority in the United States,
or by any taxing authority of a foreign country or subdivision thereof, upon or
with respect to (i) the Items of Equipment, any Item of Equipment or any part
thereof, (ii) the manufacture, construction, ordering, transfer, ownership,
transfer of ownership, titling or re-titling, registration or re-registration,
delivery, leasing, subleasing, possession, use, operation, maintenance, storage,
removal, return, mortgaging, granting of any interest in, transfers of title to,
acquisition, sale or other disposition of licensing, documentation,
repossession, sale or other acquisition or disposition of the Items of
Equipment, any Item of Equipment or any part thereof, (iii) the revenues, rent,
receipts or earnings arising from any Item of Equipment or any part thereof,
(iv) any Operative Document, (v) any Lease Payment or Supplemental Payment or
any payment made to Lessor, Indenture Trustee or any Tranche A Noteholder, any
Tranche B Lender, by Lessor or Lessee pursuant to the Operative Documents, or
(vi) otherwise in respect of the Operative Documents or any thereof or any
transaction or transactions contemplated hereby or thereby. Lessee further
agrees to defend and indemnify and hold Lessor harmless on an After-Tax Basis
from any and all Taxes howsoever imposed, whether levied or imposed upon or
asserted against any Person by any federal, state or local government or taxing
authority in the United States, or by any taxing authority of a foreign country
or subdivision thereof against which Lessor has agreed to indemnify such Person
under the Lessor Indemnity Agreement.



                                      -61-
<PAGE>




                  10.3.2. Exceptions to Tax Indemnity. Notwithstanding anything
to the contrary in Section 10.3.1, the following shall be excluded from the
indemnity provided under Section 10.3.1: (i) Taxes (other than Taxes that are,
or are in the nature of, sales, use, rental, value added, transfer or property
taxes) that are imposed on a Tax Indemnitee by the United States federal
government that are based on or measured by the gross or net income or gross or
net receipts, taxes based on capital gains and minimum taxes and any and all
withholding Taxes (which, for the avoidance of doubt, are dealt with in Section
10.3.5 hereof) of such Person; provided, that this clause (i) shall not be
interpreted to prevent a payment from being made hereunder on an After-Tax Basis
if such payment is otherwise required to be so made; (ii) Taxes (other than
Taxes that are, or are in the nature of, sales, use, rental, value added,
transfer or property taxes) that are imposed on any Tax Indemnitee (other than
Lessor) by any state, local or foreign jurisdiction or taxing authority within
any state or local or foreign jurisdiction and that are net income taxes, or are
franchise taxes, any gross income or gross receipts taxes imposed in lieu of a
net income tax, taxes based on capital gains and minimum taxes and any and all
withholding Taxes (which, for the avoidance of doubt, are dealt with in Section
10.3.5 hereof) of such Person; provided that such Taxes shall not be excluded
under this clause (ii) to the extent such Taxes would have been imposed had the
location, possession or use of any Equipment in, the location or the operation
of Lessee, Lessor or Guarantor in, or Lessor's, Lessee's or Guarantor's making
payments under the Operative Documents from, the jurisdiction imposing such
Taxes been the sole connection between such Tax Indemnitee and the jurisdiction
imposing such Taxes, unless, however, such Tax Indemnitee would have been
subject to tax in such jurisdiction absent the transactions contemplated by the
Operative Documents; provided further, that Lessor is indemnified for all Taxes
excluded by this subsection (ii); provided further, that this clause (ii) shall
not be interpreted to prevent a payment from being made on an After-Tax Basis if
such payment is otherwise required to be so made; (iii) provided that all
amounts due from Lessee under the Operative Documents have been paid, any Tax to
the extent it relates to any act, event or omission that occurs after the
termination of the Lease Agreement and, if required, redelivery or sale of an
Item of Equipment in accordance with the terms of the Lease Agreement (but not
any Tax that is otherwise excluded herein or is imposed with respect to such
termination, redelivery or sale or to any period prior to such termination,
redelivery or sale); (iv) any Taxes which are imposed on a Tax Indemnitee as a
result of the gross negligence or willful misconduct of such Tax Indemnitee
itself, as determined by a court of competent jurisdiction (as opposed to gross
negligence or willful misconduct imputed to such Tax Indemnitee), but not Taxes
imposed as a result of ordinary negligence of such Tax Indemnitee; (v) Taxes
imposed on, or increased (under Applicable Law in effect on the date of the
transfer) as a result of a voluntary transfer by the Tax Indemnitee or any
transfer as a result of the bankruptcy of such Tax Indemnitee not caused by a an
Event of Default under Section 23(a) of the Lease Agreement of any Item of
Equipment or interest therein or any interest in or arising under any Operative
Document or any transactions contemplated thereby other than any such transfer
required by law or by the Operative Document, occurring pursuant to the exercise
of remedies during the continuance of a Lease Event of Default or requested by
Lessee; (vi) with respect to Lessor, any Tax that results from or would not have
been imposed but for the breach or inaccuracy of any representation set forth in
Section 2.3 or 2.4 hereof, as the case may be; (vii) any Tax to the extent
resulting in whole or in part from the failure of any Tax Indemnitee to file a
return that is proper and timely unless such failure results from the failure of
Lessee to perform its obligations



                                      -62-
<PAGE>



under Section 10.3.4 hereof; and (viii) any Tax that results from or would not
have imposed but for the failure of any Tax Indemnitee, at Lessee's sole cost,
to provide any form, certificate or other document reasonably requested by,
prepared by and timely provided to such Tax Indemnitee by Lessee, legally able
to be provided by such Tax Indemnitee and necessary to avoid the imposition of
such Tax provided that such Tax Indemnitee reasonably determines that to so
provide such form, certificate or other document would have no adverse effect on
it.

                  10.3.3. Payment of Taxes. Subject to the terms of Section
10.3.6, Lessee agrees to pay or cause to be paid all Taxes indemnified pursuant
to Section 10.3.1 directly to the taxing authorities where feasible and
otherwise to the Tax Indemnitee, as appropriate, and Lessee shall at its own
expense, upon such Tax Indemnitee's reasonable request, furnish to such Tax
Indemnitee copies of official receipts or other reasonably satisfactory evidence
of such payment. In the case of Taxes for which no contest is conducted pursuant
to Section 10.3.6 and which Lessee pays directly to the taxing authorities,
Lessee shall pay such Taxes prior to the latest time permitted by the relevant
taxing authority for timely payment. In the case of Taxes for which a Lessee
reimburses a Tax Indemnitee, Lessee shall do so within thirty (30) days after
receipt by Lessee of demand by such Tax Indemnitee describing in reasonable
detail the nature of the Tax and the basis for the demand (including without
limitation the computation of the amount payable), accompanied by receipts or
other reasonable evidence of payment of the Tax in respect of such demand. In
the case of Taxes for which a contest is conducted pursuant to Section 10.3.6
Lessee agrees to pay such Taxes or reimburse such Tax Indemnitee for such Taxes,
to the extent not previously paid or reimbursed pursuant to Section 10.3.1,
prior to the latest time permitted by the relevant taxing authority for timely
payment after conclusion of all contests hereunder.

                  At Lessee's written request, the amount of any indemnification
payment by Lessee pursuant to Section 10.3.1 shall be verified and certified by
the independent public accounting firm regularly engaged by such Tax Indemnitee.
The fees and expenses of such independent public accounting firm shall be paid
by Lessee unless such verification shall result in an adjustment in Lessee's
favor of five percent (5%) or more of the payment as computed by the Tax
Indemnitee, in which case such fee shall be paid by the Tax Indemnitee.

                  10.3.4. Tax Filings. Lessee shall be responsible for preparing
and filing any real and personal property or ad valorem tax returns in respect
of the Equipment. In the case of any other report, statement or tax return that
shall be required to be made with respect to any Taxes which are indemnified by
Lessee pursuant to Section 10.3.1, Lessee, at its sole cost and expense, shall
notify the relevant Tax Indemnitee of such requirement and (except if such Tax
Indemnitee notifies Lessee that such Tax Indemnitee intends to prepare and file
such report or return) (i) to the extent required or permitted by and consistent
with filing requirements in the applicable jurisdiction, make and file in
Lessee's name such return, statement or report and (ii) in the case of any other
such return, statement or report required to be made in the name of such Tax
Indemnitee, advise such Tax Indemnitee of such fact and prepare such return,
statement or report for filing by such Tax Indemnitee or, where such return,
statement or report shall be required to reflect items in addition to any
obligations of Lessee under or arising out of Section 10.3.1, provide such Tax
Indemnitee at Lessee's expense with information sufficient to permit such
return, statement or report to be properly made with respect to any obligations
of Lessee under or arising out of Section 10.3.1. Such Tax Indemnitee shall,
upon Lessee's request and at



                                      -63-
<PAGE>



Lessee's expense, provide any data not deemed confidential by such Tax
Indemnitee maintained by such Tax Indemnitee (and not otherwise available to or
within the control of Lessee) with respect to the Equipment which Lessee may
reasonably require to prepare any required Tax returns or reports.

                  10.3.5. Withholdings. As between Lessee on one hand, and
Lessor, Administrative Agent and Collateral Agent (each a "Withholding Party")
on the other hand, Lessee shall be responsible for, and Lessee shall indemnify
and hold harmless each Withholding Party on an After Tax Basis against, any
obligation for United States or foreign withholding taxes or similar levies,
imposts, charges, fees, deductions or withholdings (collectively,
"Withholdings") imposed in respect of any part of the Lease Payments, interest
or other amounts payable by Lessee or Lessor to any Withholding Party, or with
respect to any other payments under the Operative Documents (all such payments
being referred to herein as "Exempt Payments" to be made without deduction,
withholding or set off) (and, if any Withholding Party receives a demand for
such payment from any taxing authority or a Withholding is otherwise required
with respect to any Exempt Payment, Lessee shall discharge such demand on behalf
of such Withholding Party); provided, however, that the obligation of Lessee
under this Section 10.3.5 shall not apply to any Withholdings that would not
have been imposed but for such Withholding Party's failure to comply with
Section 9.4.

                  If a Tax Indemnitee or a Withholding Party or any Affiliate
with whom such Tax Indemnitee or a Withholding Party files a consolidated tax
return (or equivalent) subsequently receives the benefit in any country of a tax
credit, deduction or other allowance or reduction resulting from Taxes or Losses
with respect to which it or an Affiliate has received a payment of an indemnity
amount from Lessee under Section 10.1 or 10.3, such Person will pay to Lessee
such part of that benefit as in the sole discretion of such Person will leave it
(after such payment) in a position no more and no less favorable than it would
have been in if no additional payment had been required to be paid, provided
always that (i) such Person will determine in its sole discretion, exercised in
good faith, the amount and allocation of any such benefit and of the date on
which it is received and of any After-Tax Basis calculation required with
respect to payments to or from it, (ii) such Person will have the absolute
discretion as to the order and manner in which it employs or claims tax credits
and allowances available to it and (iii) such Person will not be obliged to
disclose to Lessee any information regarding its tax affairs or tax
computations.

                  10.3.6. Tax Contests. If a claim is made in writing against
any Tax Indemnitee for any Taxes which Lessee is required to pay or indemnify
against pursuant to Section 10.3.1, such Tax Indemnitee shall promptly notify
Lessee in writing, provided that, without prejudice to any rights or claims for
damages Lessee may have as a result of such failure, the failure to so notify
Lessee will not reduce Lessee's obligation under Section 10.3 except if such
failure precludes the contest of such claim. Subject to the next sentence, if
requested by Lessee in writing within thirty (30) days after receipt by Lessee
of a notice described in the preceding sentence, such Tax Indemnitee and, if
required or appropriate to prosecute such contest, any other Tax Indemnitee,
shall permit such Lessee, to contest in the name of Lessee, and if such contest
by such Lessee in the name of such Lessee is not permissible or allowed, shall,
at the request of Lessee, permit such Lessee to contest in the name of the Tax
Indemnitee



                                      -64-
<PAGE>



and, if such contest by Lessee in the name of the Tax Indemnitee is not
permissible or allowed, shall, at the request of Lessee diligently contest in
good faith (including pursuing all administrative and judicial appeals) the
validity, applicability or amount of such Taxes in appropriate administrative or
judicial proceedings; provided that (i) prior to taking such action Lessee shall
have agreed to pay and shall have provided an undertaking reasonably acceptable
to such Tax Indemnitee with respect thereto or shall have paid each Tax
Indemnitee that is engaged in such contest in a satisfactory manner for all
out-of-pocket costs and expenses which such Tax Indemnitee may incur in
connection with contesting such claim, including, without limitation, all
reasonable legal and accountant's fees and disbursements and costs of
administrative and judicial proceedings, and the amount of any interest or
penalties which may be payable as a result of contesting such claim, (ii) if
such contest is to be initiated by the payment of, and the claiming of a refund
for, such Taxes (such election to be within the sole discretion of Lessee),
Lessee shall have advanced such Tax Indemnitee sufficient funds (on an
interest-free basis and on an After-Tax Basis) to make such payment, (iii) any
action to be taken will not result in a material risk of sale, forfeiture or
loss of Lessor's title to, or Lessor's or Collateral Agent's interest in, any
Item of Equipment unless Lessee shall have made provision against such risk in a
manner acceptable to such Tax Indemnitee in its sole discretion, (iv) such Tax
Indemnitee shall not have determined, based on an opinion of such Tax
Indemnitee's counsel, that such action is reasonably likely to result in adverse
consequences to the future tax liability of such Tax Indemnitee not indemnified
to such Tax Indemnitee's satisfaction and (v) Lessee shall have delivered to
such Tax Indemnitee a written acknowledgment of its liability hereunder for such
Taxes, provided that such acknowledgment shall not be binding on such Lessee if
the contest of such Taxes is resolved through a written opinion of an
adjudicator stating a basis for such resolution that demonstrates Lessee has no
liability to such Tax Indemnitee hereunder for such Taxes and provided further,
that such Lessee shall have no right to contest in the name of a Tax Indemnitee,
and such Tax Indemnitee shall itself contest, if the contest involves issues
with respect to which Lessee would not be required to indemnify such Tax
Indemnitee hereunder and which cannot be severed by reasonable efforts of such
Tax Indemnitee from all issues with respect to which Lessee would be liable
hereunder or the severance of which would adversely affect the position of such
Tax Indemnitee, and in any such contest such Tax Indemnitee may in its sole
discretion select the forum for such contest and determine in good faith the
manner in which such contest shall be conducted, including, without limitation,
the pursuit of appeals, but shall consult with Lessee and its counsel in good
faith with respect to such Lessee's interests with respect to contest. If a
claim for Taxes is made in writing against any Tax Indemnitee and such Tax
Indemnitee complies with its obligations under this Section 10.3.6, Lessee and
such Tax Indemnitee shall, for purposes of determining the amount, if any,
payable to such Tax Indemnitee under Section 10.3, be bound by the results of
any contest under this Section 10.3.6 (or by the final written assessment by the
relevant taxing authority, if Lessee elect not to contest under this Section
10.3.6) as to the amount of Tax due to the relevant taxing jurisdiction, the
validity and applicability of such Tax, and any stated reason as to the basis
for the imposition of such Tax contained in the final determination with respect
to such contest. If any Tax Indemnitee shall determine in its sole discretion
that it has either obtained a refund of or been granted a credit, deduction or
other allowance or reduction against Taxes for which Lessee is not obligated to
indemnify such Tax Indemnitee hereunder for amounts corresponding to all or any
part of any Taxes which Lessee shall have paid to any Tax Indemnitee or for
which Lessee shall have



                                      -65-
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reimbursed any Tax Indemnitee hereunder, such Tax Indemnitee shall, provided
that no Lease Event of Default shall have occurred and be continuing, pay to
Lessee an amount which is equal to the sum of the amount of such refund or
credit, deduction or other allowance or reduction, plus any interest received
(or credited against Taxes for which Lessee is not obligated to indemnify such
Tax Indemnitee hereunder) on such refund fairly attributable to any Taxes paid
by such Lessee or with funds provided by Lessee prior to the receipt of such
refund, reduced by any Taxes incurred by such Tax Indemnitee by reason of the
receipt or accrual of such refund and interest, and increased by any tax benefit
realized by Tax Indemnitee as a result of any payment by such Tax Indemnitee
made pursuant to this sentence so as to return such Tax Indemnitee to the same
net after-tax position it would have been in if the Taxes so refunded or
credited had not been imposed; provided further, that a Tax Indemnitee shall not
be obligated to pay any Lessee an amount in excess of all amounts of Taxes (and
additional amounts described in Section 10.3) previously paid by Lessee pursuant
to Section 10.3 to such Tax Indemnitee, provided further, however, that such Tax
Indemnitee shall pay any amounts that it is not required to pay to Lessee solely
by reason of the foregoing proviso at such time as Lessee shall have made any
additional payments to such Indemnitee pursuant to Section 10.3 hereof equal to
such amounts, and if a Lease Event of Default shall have occurred and be
continuing, such Tax Indemnitee shall have the option of applying the amount
otherwise due any Lessee pursuant to this sentence against Lessee obligations
under any Operative Document or of holding such amount as security for Lessee
full performance of such obligations until the earlier of (x) the date all
obligations owed to such Tax Indemnitee under the Operative Documents have been
paid in full and (y) the curing of such Lease Event of Default, after which such
Tax Indemnitee shall pay such amount to Lessee. Any Tax Indemnitee shall be
entitled to settle any claim that is the subject of a contest hereunder without
the consent of Lessee provided that, in so doing, such Tax Indemnitee shall
waive any rights to indemnification by Lessee with respect to such settled claim
and any other claim the contest of which would be precluded as a result of such
settlement hereunder and shall repay to Lessee any amounts advanced to pay such
contested Taxes with interest actually received in respect thereof and release
any undertaking required hereunder.

                  10.3.7. Special Tax Indemnity. Lessee shall pay and assume all
liability for, and does hereby agree to indemnify each Tax Indemnitee on an
After Tax Basis for any tax, addition to tax, penalty, or other cost as a result
of the breach, inaccuracy or incorrectness of the representation found in
Section 2.1(j). Notwithstanding anything to the contrary in this Section 10.3.7,
Lessee shall not be obligated to indemnify any Tax Indemnitee pursuant to this
Section 10.3.7 in respect of any tax, penalty, or other cost that results from
or would not have occurred but for any failure by such Tax Indemnitee to provide
the information requested by Lessee in accordance with Section 2.1(j). Any claim
under this Section 10.3.7 shall be subject to the contest provisions of Section
10.3.6 (applied as if such claim were in respect of a Tax indemnified by Lessee
under Section 10.3.1) and the verification provisions of Section 10.3.3 (applied
as if the amount to be paid under this Section 10.3.7 was a payment required
under Section 10.3.1 hereof).

         10.4. Increased Costs, Illegality, etc. Lessee hereby assumes liability
for, and does hereby agree to indemnify, protect, save, defend and hold harmless
Lessor on an After-Tax Basis, from and against any and all amounts that Lessor
is obligated to pay any Tranche B Lender



                                      -66-
<PAGE>



under Section 2.7 of the Tranche B Loan Agreement or any Limited Partner under
Section 6.5 of the Limited Partnership Agreement.

         Lessor shall promptly, or Administrative Agent may, give notice (by
telephone promptly confirmed in writing) to Lessee of each claim under this
Section 10.4 which written notice shall show in reasonable detail the basis for
the calculation thereof and shall, absent manifest error, be final and
conclusive and binding on all the parties hereto).. Lessee shall pay to Lessor,
or at Administrative Agent's direction, the Person to whom Lessor has obligation
to pay such amount, within fifteen (15) days of the earlier of Lessor's and
Administrative Agent's written request therefor, such amounts owed by Lessor to
such Person.

         10.5. Lessee Indemnity. Lessee hereby assumes liability for, and does
hereby agree to indemnify, protect, save, defend, and hold harmless Lessor on an
After-Tax Basis from and against any and all Losses and each Tax Indemnitee
against any and all amounts owed by Lessor under the Loan Agreement to the
extent that there is a Lease Payment corresponding to the Loan payment for which
the indemnity is claimed under Section 10.2 hereof.

         10.6. Survival. All obligations provided for in this Section 10 shall
survive the resignation or removal of Administrative Agent or Collateral Agent
under Section 11.7, the sale of any Item of Equipment, any termination of the
Lease Agreement, the termination of this Agreement, and the payment in full of
the Tranche A Notes, the Tranche B Loans, the Equity Certificates and all
amounts arising under the Lease Agreement, Tranche A Notes, Tranche B Loans and
Limited Partnership Agreement.

         11. Administrative Agent and Collateral Agent.

         11.1. Authorization and Action of Administrative Agent.

         (a) (i) Indenture Trustee for itself and on behalf of Tranche A
Noteholders and (ii) each Tranche B Lender hereby appoints and authorizes
Administrative Agent to take such action as agent on their behalf and to
exercise such powers under this Agreement and the other Operative Documents as
are delegated to Administrative Agent by the terms hereof and thereof, together
with such powers as are reasonably incidental thereto. Except as otherwise
provided in the Limited Partnership Agreement, Administrative Agent shall act
solely as agents for Indenture Trustee and Tranche B Lenders and does not assume
nor shall be deemed to assume any obligation or relationship of trust or agency
with any of Lessee, Lessor, or Guarantor. As to any matters not expressly
provided for by a Operative Document (including enforcement or collection of the
Tranche A Notes or Tranche B Loans), Administrative Agent shall not be required
nor authorized to exercise any discretion or take any action, but shall be
required to act or to refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the instructions of (i) Indenture Trustee
acting on behalf of Majority Tranche A Noteholders, and (ii) Majority Tranche B
Lenders, and such instructions shall be binding, in the case of instructions
under clause (i), upon Indenture Trustee and each Tranche A Noteholder and, in
the case of instructions under clause (ii), upon each Tranche B Lender;
provided, however, Administrative Agent shall not be required to take any action
which exposes it to personal liability or which is contrary to any Operative
Document or Applicable Law. Administrative



                                      -67-
<PAGE>



Agent agrees to give to Indenture Trustee, and Tranche B Lenders prompt notice
of each notice given to it by Lessor or Lessee pursuant to the terms of this
Agreement; provided, however, Administrative Agent shall not be deemed to have
any notice of a Loan Default or Loan Event of Default unless it has received
notice of such from another party hereto. Administrative Agent may, with the
prior consent of Indenture Trustee acting on behalf of Majority Tranche A
Noteholders, or Majority Tranche B Lenders, as the case may be, agree to any
waiver or amendment of the Operative Documents on behalf of all Tranche A
Noteholders, or all Tranche B Lenders, as the case may be; provided, however,
Administrative Agent will not, without the prior consent of (i) Indenture
Trustee acting on behalf of all Tranche A Noteholders, and (ii) all Tranche B
Lenders, agree to any waiver or amendment that would (A) postpone the time or
times for payment of any amount payable under this Agreement or the Lease
Agreement or (B) reduce any Lease Payment payable under this Agreement or the
Lease Agreement. Administrative Agent will not, without the prior consent of (i)
Indenture Trustee on behalf of all Tranche A Noteholders and (ii) all Tranche B
Lenders, agree to any waiver or amendment that would, prior to the payment in
full of the Secured Obligations, release all or substantially all of the Lessor
Collateral from the Lien created by the Security Documents, other than in
accordance with the terms of the Operative Documents. Administrative Agent shall
pursue the remedies under the Operative Documents following a Loan Event of
Default in good faith and in a commercially reasonable manner and in accordance
with the instructions of Majority Tranche B Lenders provided, however,
Administrative Agent shall be under no obligation to pursue such remedies unless
such Majority Tranche B Lenders have offered to Administrative Agent security or
indemnity satisfactory to it as to the terms, coverage, duration, amount or
otherwise with respect to the costs, expenses and liabilities that may be
incurred by it in compliance with such written instructions, requests or
directions; provided further Administrative Agent shall not, without the consent
of (i) Indenture Trustee in accordance with the terms of the Indenture and (ii)
Majority Tranche B Lenders (A) approve any plan of reorganization or liquidation
arising out of a Lease Event of Default of the type described in Section 23(h)
of the Lease Agreement, a Tranche A Event of Default of the type described in
Sections 5.01(h) and (i) of the Indenture or a Tranche B Event of Default of the
type described in Section 5.1.4 of the Tranche B Loan Agreement (B) approve,
sell or cause the sale of Equipment in a single transaction or a series of
related transactions of Equipment with value in excess of $30,000,000 (other
than a sale in accordance with the terms of the Lease Agreement provided no
Lease Event of Default has occurred and is continuing). The appointment and
authority of Administrative Agent hereunder shall terminate upon the
indefeasible payment in full of all amounts owed Indenture Trustee, each Secured
Party, Administrative Agent and Collateral Agent under the Operative Documents.

         (b) (i) Indenture Trustee, for itself and on behalf of Tranche A
Noteholders, and (ii) each Tranche B Lender hereby appoints and authorizes
Collateral Agent to take such action as agent on their behalf and to exercise
such powers under this Agreement and the other Operative Documents as are
delegated to Collateral Agent by the terms hereof and thereof, together with
such powers as are reasonably incidental thereto. Collateral Agent shall act
solely as agent for Indenture Trustee and Tranche B Lenders and does not assume
nor shall be deemed to assume any obligation or relationship of trust or agency
with any of Lessee, Lessor, Limited Partners, Lessor General Partner or
Guarantor. As to any matters not expressly provided for by a Operative Document
(including enforcement or collection of the Tranche A Notes or the Tranche



                                      -68-
<PAGE>



B Loans), Collateral Agent shall not be required nor authorized to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of Administrative Agent acting on behalf of Secured
Parties, and such instructions shall be binding upon Indenture Trustee and all
Secured Parties; provided, however, Collateral Agent shall not be required to
take any action which exposes it to personal liability or which is contrary to
any Operative Document or Applicable Law. Collateral Agent agrees to give to
Indenture Trustee and Tranche B Lenders prompt notice of each notice given to it
by Lessor or Lessee pursuant to the terms of this Agreement; provided, however,
Collateral Agent shall not be deemed to have any notice of a Loan Default or
Loan Event of Default unless it has received notice of such from another party
hereto. Collateral Agent shall pursue the remedies of Secured Parties under the
Operative Documents following a Loan Event of Default in accordance with the
instructions of Administrative Agent; provided, however, Collateral Agent shall
be under no obligation to pursue such remedies unless one or more Tranche B
Lenders have offered to Collateral Agent security or indemnity satisfactory to
it as to the terms, coverage, duration, amount or otherwise with respect to the
costs, expenses and liabilities that may be incurred by it in compliance with
such written instructions, requests or directions. The appointment and authority
of Collateral Agent hereunder shall terminate upon the indefeasible payment in
full of all amounts owed Indenture Trustee, each Secured Party, Administrative
Agent and Collateral Agent under the Operative Documents.

         (c) Lessor and Tranche B Lenders hereby designate Administrative Agent,
and Administrative Agent hereby agrees, to calculate the interest due on the
Tranche B Loans, the Equity Yield and the Floating Lease Payments on each
Floating Payment Date and give notice of such amounts to Lessee, Lessor, and
each Tranche B Lender at least two (2) Business Days before such Floating
Payment Date.

         11.2. Delegation of Duties. Administrative Agent and Collateral Agent
may execute any of their duties under these Operative Documents through agents
or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. Neither Administrative Agent nor Collateral
Agent shall be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

         11.3. Agent's Reliance, etc. Neither Administrative Agent nor
Collateral Agent nor any of their respective directors, officers, agents or
employees shall be liable for any action taken or omitted by it or them under or
in connection with any Operative Document, except for its or their own gross
negligence or willful misconduct. Without limitation of the generality of the
foregoing, each of Administrative Agent and Collateral Agent (i) may consult
with legal counsel (including counsel for Lessee), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted in good faith by it in accordance with the advice of
such counsel, accountants or experts, (ii) makes no warranty or representation
to Indenture Trustee or Secured Parties and shall not be responsible to
Indenture Trustee or Secured Parties for any statements, warranties or
representations made in or in connection with any Operative Document, (iii)
shall not have any duty to ascertain or to inquire as to the performance or
observance of any of the terms, covenants or conditions of any Operative
Document on the part of Lessee or Lessor or to inspect the property (including
the books and records) of Lessee or Lessor, (iv) shall not be responsible to
Indenture Trustee or



                                      -69-
<PAGE>



Secured Parties for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of any Operative Document or any other
instrument or document furnished pursuant thereto, and (v) shall incur no
liability under or in respect of any Operative Document by acting upon any
notice, consent, certificate or other instrument or writing (which may be by
fax, telegram, cable or telex) believed by it to be genuine and signed or sent
by the proper party or parties (including, but not limited to any notice,
consent, certification, other instrument or writing from Indenture Trustee
purportedly on behalf of Tranche A Noteholders or from Administrative Agent
purportedly on behalf of any Tranche A Noteholders or from Administrative Agent
purportedly on behalf of any Secured Parties. The permissive right of
Administrative Agent and Collateral Agent to take the actions permitted by this
Agreement shall not be construed as an obligation or duty to do so.

         11.4. Administrative Agent, Collateral Agent and Affiliates. With
respect to any Tranche B Loans or Equity Contributions made by it, any Tranche A
Note purchased by it or any Equity Certificate held by it, each of
Administrative Agent and Collateral Agent shall have the same rights and powers
under each Operative Document as any other Tranche B Lender or Limited Partner
as the case may be and may exercise the same as though it were not an agent
hereunder. Administrative Agent and Collateral Agent and their respective
Affiliates may accept deposits from, lend money to, act as trustee under
indentures of, and generally engage in any kind of business with, Lessor, Lessee
or Guarantor, any of their Affiliates and any Person who may do business with or
own securities of Lessor, Lessee or Guarantor or any such Affiliate, all as if
Administrative Agent and Collateral Agent were not an agent hereunder and
without any duty to account therefor to any other party hereto.

         11.5. Credit Decisions. Each Tranche B Lender acknowledges that it has,
independently and without reliance upon Administrative Agent or Collateral
Agent, and based on the financial statements of Lessee and Guarantor and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other
Operative Documents. Each Tranche B Lender also acknowledges that it will,
independently and without reliance upon Administrative Agent or Collateral
Agent, as the case may be and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Operative Documents.

         11.6. Indemnification. Each Tranche B Lender agrees to indemnify
Administrative Agent and Collateral Agent, (to the extent not reimbursed by
Lessor or Lessee) ratably according to its pro rata share on the aggregate
outstanding balances of the Tranche B Loans ("Indemnity Pro Rata Share"), from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against
Administrative Agent or Collateral Agent in any way relating or arising out of
any Operative Document or any action taken or omitted by Administrative Agent or
Collateral Agent under any Operative Document in their capacities as agents for
such Person; provided that no Tranche B Lender shall be liable to Administrative
Agent or Collateral Agent hereunder for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Administrative Agent's or such
Collateral Agent's gross



                                      -70-
<PAGE>



negligence or willful misconduct. Without limitation of the foregoing, each
Tranche B Lender agrees to reimburse Administrative Agent and Collateral Agent
ratably according to its Indemnity Pro Rata Share promptly upon demand for
out-of-pocket expenses (including counsel fees) incurred by Administrative Agent
or Collateral Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, Operative Document in their capacities as
agents for such Person, to the extent that Administrative Agent or Collateral
Agent is not reimbursed for such expenses by Lessor or Lessee. Neither Lessee's
nor Lessor's indemnity obligations shall be reduced by this Section 11.6.

         11.7. Successor Administrative Agent and Collateral Agent; Termination
of Agency. Administrative Agent and Collateral Agent may resign at any time by
giving at least fifteen (15) days written notice thereof to Indenture Trustee,
each Tranche B Lender, Lessor and Lessee, and each of Administrative Agent and
Collateral Agent may be removed at any time with or without cause by Indenture
Trustee acting on behalf of Majority Tranche A Noteholders together with
Majority Tranche B Lenders. Upon any resignation or removal of Administrative
Agent or Collateral Agent, Majority Tranche B Lenders shall have the right with,
provided no Lease Event of Default shall have occurred and be continuing, the
consent of Lessee (such consent not to be unreasonably withheld or delayed) to
appoint a successor Administrative Agent who shall be reasonably acceptable to
Lessee (it being understood and agreed that any non-defaulting Tranche B Lender
is deemed to be acceptable to Lessee) and not objected to by Indenture Trustee
on behalf of Majority Tranche A Noteholders. If no successor Administrative
Agent or Collateral Agent shall have been so appointed by Majority Tranche B
Lenders within thirty (30) days after any such resignation of removal, the
retiring Administrative Agent or Collateral Agent may, appoint a successor
Administrative Agent or Collateral Agent which shall be a commercial bank
organized under the laws of the United States of America or of any State thereof
and having a combined capital and surplus of at least $100,000,000. Upon the
acceptance of any appointment as Administrative Agent or Collateral Agent
hereunder by a successor Administrative Agent or Collateral Agent, such
successor Administrative Agent or Collateral Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent or Collateral Agent, and the obligations under
each Operative Document. Any Administrative Agent or Collateral Agent resigning
in accordance with this Section 11.7 shall retain the benefits of Section 11 as
to any actions taken or omitted to be taken by it while it was Administrative
Agent or Collateral Agent.

         11.8. Registration.

         (a) Tranche A Notes. The Tranche A Notes shall be registered in
accordance with the terms of the Indenture.

         (b) Tranche B Notes. Administrative Agent shall preserve registration
books identifying each Tranche B Lender's interest in the Tranche B Notes and a
list of the names and addresses of the holders of the Tranche B Notes, which
register and list shall be available to each Party hereto or their respective
representatives for inspection (the "Register"). Ownership of the Tranche B
Notes shall be proved by the Register. No transfer by any holder of a Tranche B
Note



                                      -71-
<PAGE>


or any portion thereof shall be effective unless and until such transfer is made
upon the registration books maintained by Administrative Agent. Prior to due
presentment for registration of transfer of any Tranche B Note, Administrative
Agent, Collateral Agent, Lessee and Lessor shall deem and treat the Person in
whose name any Tranche B Note is registered as the absolute owner of such
Tranche B Note for the purpose of receiving payment of principal of, and
Breakage Costs, if any, and interest on such Tranche B Note and for all other
purposes whatsoever, whether or not such Tranche B Note is overdue, and neither
Administrative Agent, Collateral Agent, Lessor, nor Lessee shall be affected by
any notice to the contrary.

         (c) Lease Agreement. Administrative Agent shall preserve registration
books identifying each Person holding any interest of Lessor in the Lease
Agreement and registering any assignment of such interest effected in compliance
with Section 12.7. Except for the interests of Collateral Agent pursuant to the
Operative Documents, no transfer by Lessor of any holder of Lessor's interest in
the Lease Agreement shall be effective unless and until such transfer is made
upon the registration books maintained by Administrative Agent.

         12. Miscellaneous.

         12.1. Expenses. Lessor agrees to pay, to the extent that it has Tranche
A Premium or Accrued Interest Premium available to it for the payment of such,
within ten (10) Business Days of written notice thereof (or such earlier time as
may be agreed by Lessor or Lessee) (i) the reasonable fees and expenses (initial
and ongoing) of Indenture Trustee for serving as Indenture Trustee to Tranche A
Noteholders, of Lessor General Partner for serving as such and of Indenture
Trustee, Lessor, Lessor General Partner, Bankers Trust Company as a Tranche B
Lender, Deutsche Bank AG, New York Branch as Limited Partner, Administrative
Agent and Collateral Agent (including, without limitation, reasonable counsel
fees and disbursements other than Excluded Expenses) in connection with the
negotiation, preparation, execution and delivery of the Operative Documents and
the issuance of the Tranche A Notes, Tranche B Notes and Equity Certificates and
the consummation of the transactions contemplated thereby including the expenses
of Lessor and Co-Obligor for auditing, legal, filing fees and related expenses
associated with the registration of the Tranche A Notes, compliance with its
obligations under the Indenture and Registration Rights Agreement and compliance
with TIA, the Securities Exchange Act and the Securities Act and (ii) any fees
payable to Arranger or any other Person as agreed in writing by either Lessor or
Lessee in connection with the issuance of Tranche A Notes or the making of
Tranche B Loans. Lessor agrees to pay Lessee on each Funding Day an inspection
and overhaul fee equal to the aggregate amount of Tranche A Premium and Accrued
Interest Premium received by Lessor on such day, if any, less the amount of any
of the expenses and fees paid by Lessor on such date in accordance with the
previous sentence. Lessee agrees to pay all of the fees and expenses described
in clauses (i) and (ii) of the first sentence of this Section 12.1 (other than
the payment of principal or interest on the Tranche A Notes or Tranche B Loans
or other than as a result of a Loan Event of Default not caused by or arising
out of a Lease Event of Default) to the extent such fees and expenses are not
paid by Lessor on the due date therefor. Lessee agrees to pay the reasonable
fees and disbursements of special counsel to each of Lessor, Lessor General
Partner, Indenture Trustee, Administrative Agent and Collateral Agent (other
than Excluded Expenses) in connection with any amendments, waivers or consents
requested by Lessor, Lessee or Guarantor under any Operative Document. Upon the
occurrence and during



                                      -72-
<PAGE>



the continuance of any Lease Event of Default, Lessee agrees to pay or reimburse
each of Indenture Trustee, each Tranche A Noteholder, each Tranche B Lender,
Lessor, Lessor General Partner, Administrative Agent and Collateral Agent for
reasonable costs and expenses of counsel and of financial advisors as shall have
been selected by such Person to assist them in connection with such Lease Event
of Default.

         12.2. Amendments, Consents and Waivers.

         (a) Except as otherwise expressly provided and subject to the rights
assigned by Lessor to Collateral Agent hereunder, neither this Agreement nor any
other Operative Document (other than the Limited Partnership Agreement) nor any
terms hereof or thereof may be amended, supplemented, waived or modified without
the written agreement and consent of the parties thereto and Lessee, provided
that where the consent of Indenture Trustee, or Tranche B Lenders is required,
such consent (except as provided below) may be given by (x) Indenture Trustee
acting on behalf of Majority Tranche A Noteholders, or (y) Administrative Agent
acting on behalf of Majority Tranche B Lenders, as the case may be, and any such
consent shall be binding in the case of clause (x) on Indenture Trustee and all
Tranche A Noteholders, and in the case of clause (y), on all Tranche B Lenders,
provided further, that no such amendment, modification, waiver or supplement
shall, (i) without the consent of a Tranche A Noteholder (A), extend the final
scheduled maturity of such Tranche A Note, or reduce the rate or extend the time
of payment of interest thereon (except (x) in connection with the waiver of
applicability of any post-default increase in interest rates and (y) that any
amendment or modification that is agreed to by Indenture Trustee acting on
behalf of Majority Tranche A Noteholders directly affected thereby to the
financial definitions in the Operative Documents shall not constitute a
reduction in the rate of interest or fees for purposes of this clause (A)
notwithstanding the fact that such amendment or modification would otherwise
actually result in such a reduction, so long as the primary purpose (as
determined in good faith by Lessee and Administrative Agent) of the respective
amendment or modification was not to decrease the pricing pursuant to this
Agreement and the other Operative Documents), or reduce the principal amount
thereof (except to the extent repaid in cash), (B) release all or substantially
all of Collateral Agent's interest in the Lessor Collateral (except as expressly
provided herein), (C) reduce the percentage specified in the definition of
Majority Tranche A Noteholders or (D) amend this Section 12.2 (other than
clauses (ii) through (vi) of this Section 12.2(a)), (ii) without the consent of
a Tranche B Lender (A) extend the final scheduled maturity of its Tranche B Loan
or extend the time of payment of interest thereon (except (x) in connection with
the waiver of applicability of any post-default increase in interest rates and
(y) that any amendment or modification that is agreed to by Administrative Agent
acting on behalf of Majority Tranche B Lenders directly affected thereby to the
financial definitions in the Operative Documents shall not constitute a
reduction in the rate of interest or fees for purposes of this clause (A),
notwithstanding the fact that such amendment or modification would otherwise
actually result in such a reduction, so long as the primary purpose (as
determined in good faith by Lessee and Administrative Agent) of the respective
amendment or modification was not to decrease the pricing pursuant to this
Agreement and the other Operative Documents), or reduce the principal amount
thereof (except to the extent repaid in cash), (B) release all or substantially
all of Collateral Agent's interest in the Lessor Collateral (except as expressly
provided herein), (C) reduce the percentage specified in the definition of
Majority Tranche B Lenders, (D) amend this Section 12.2 (other than clauses (i)
through (vi) of



                                      -73-
<PAGE>



this Section 12.2(a)) or (E) extend or increase the amount of its Tranche B
Commitment, (iii) without the consent of Indenture Trustee, amend, modify or
waive any provision relating to the rights of Indenture Trustee, (iv) without
the consent of Administrative Agent, amend, modify or waive any provision
relating to the rights or obligations of Administrative Agent, (v) without the
consent of Collateral Agent, amend, modify or waive any provision relating to
the rights or obligations of Collateral Agent or (vi) without the consent of
Lessor General Partner, amend, modify or waive any provision relating to the
rights or obligations of Lessor General Partner or Lessor.

         (b) Notwithstanding anything to the contrary in Section 12(a) above,
(i) subject to clause (i) of Section 12.2(a), Lessee, Lessor and Indenture
Trustee acting on behalf of Majority Tranche A Noteholders may amend,
supplement, modify or waive any of the Lessee covenants set forth in Section 9.2
hereof and with the written consent of Lessor amend, supplement, modify or waive
any of the terms of the Indenture or Tranche A Notes in accordance with the
terms thereof and (ii) subject to clause (ii) of Section 12.2(a), Lessee, Lessor
and Administrative Agent acting on behalf of Majority Tranche B Lenders may
amend, supplement, modify or waive any of the Lessee covenants set forth in
Section 9.3 hereof, any of the terms of the Tranche B Loan Agreement and Tranche
B Notes, any of the terms of Sections 6, 10(b), 11 (except where any such
amendment, supplement, waiver or modification of maintenance obligations would
impair the value of any Item of Equipment in any material respect), 17, 28.3,
29.3 and 29.4 of the Lease Agreement. Administrative Agent agrees to deliver to
Indenture Trustee notice of any amendment of Section 11 of the Lease Agreement
made in accordance with this Section 12.2.(b).

         (c) If, in connection with any proposed change, waiver, discharge or
termination to any of the provisions of this Agreement or any other Operative
Document, the consent of all Tranche B Lenders is required and the consent of
Majority Tranche B Lenders (but not all Tranche B Lenders) is obtained, then
Lessee shall have the right to replace each such non-consenting Tranche B Lender
(so long as all non-consenting Tranche B Lenders are so replaced) with one or
more Replacement Tranche B Lenders, pursuant to Section 12.7 so long as at the
time of such replacement, each such Replacement Tranche B Lender consents to the
proposed change, waiver, discharge or termination; provided however, no Tranche
B Lender shall be obligated to assign its rights hereunder unless all of its
interest or the interest of any Affiliate thereof in Lessor is assigned in
accordance with the terms of the Limited Partnership Agreement.

         12.3. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY
TRIAL.

         (a) THIS AGREEMENT AND THE OTHER OPERATIVE DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER OPERATIVE
DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, EACH OF GUARANTOR AND LESSEE



                                      -74-
<PAGE>



HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH OF GUARANTOR
AND LESSEE HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS CT CORPORATION
SYSTEM, WITH OFFICES ON THE DATE HEREOF AT 111 EIGHTH AVENUE, NEW YORK, NEW YORK
100011 AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE
FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL
LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH
ACTION OR PROCEEDING. IF FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND AGENT SHALL
CEASE TO BE AVAILABLE TO ACT AS SUCH, EACH OF GUARANTOR AND LESSEE AGREES TO
DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT IN NEW YORK CITY ON THE TERMS AND
FOR THE PURPOSES OF THIS PROVISION SATISFACTORY TO THE AGENT UNDER THIS
AGREEMENT. EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO SUCH PARTY HEREUNDER AT ITS ADDRESS SET FORTH OPPOSITE ITS
SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH
MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT,
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY OTHER PARTY IN ANY OTHER
JURISDICTION.

         (b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE
AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN
CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD
OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

         (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT
OF OR RELATING TO THIS AGREEMENT, THE OTHER OPERATIVE DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

         12.4. Notices. All notifications, notices, demands, requests and other
communications herein provided for or made pursuant hereto shall be in writing
(including telegraphic, telex, telecopier or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered via courier to the
addresses listed below. All such notices and communications shall, when mailed,
telegraphed, telexed, telecopied, or cabled or sent by overnight courier, be
effective when deposited in the mails, delivered to the telegraph company, cable
company or overnight



                                      -75-
<PAGE>



courier, as the case may be, or sent by telex or telecopier, except that notices
and communications to Administrative Agent, Lessor and Lessee shall not be
effective until received by Administrative Agent, Lessor or Lessee, as the case
may be. A copy of all notices Lessee is required to deliver under the Operative
Documents shall be delivered to Indenture Trustee, Administrative Agent and
Collateral Agent. The initial address of the parties hereto are as follows:

to Lessee:                      Universal Compression, Inc.
                                4440 Brittmoore Road
                                Houston, Texas  77041
                                Attention:  Richard W. FitzGerald
                                Senior Vice President & Chief Financial Officer
                                Telephone: (713) 335-7000
                                Telefax: (713) 466-6720


                        with a copy to


                                Mark L. Carlton
                                Senior Vice President & General Counsel
                                Universal Compression, Inc.
                                4440 Brittmoore Road
                                Houston, Texas  77041
                                Telephone: (713) 335-7000
                                Telefax: (713) 466-6720


to Guarantor:                   Universal Compression Holdings, Inc.
                                4440 Brittmoore Road
                                Houston, Texas  77041
                                Attention:  Richard W. FitzGerald
                                Senior Vice President & Chief Financial Officer
                                Telephone: (713) 335-7000
                                Telefax: (713) 466-6720


                        with a copy to


                                Mark L. Carlton
                                Senior Vice President & General Counsel
                                Universal Compression, Inc.
                                4440 Brittmoore Road
                                Houston, Texas  77041
                                Telephone: (713) 335-7000
                                Telefax: (713) 466-6720



                                      -76-
<PAGE>



to Lessor:                      BRL Universal Equipment Management, Inc.
                                c/o BRL Universal Equipment Management, Inc.
                                2911 Turtle Creek Blvd.
                                Suite 1240
                                Dallas, Texas  75219
                                Attention: Gregory C. Greene
                                President
                                Telephone: (214) 522-7296
                                Telefax: (214) 520-2006


                        with a copy to


                                Universal Compression, Inc.
                                4440 Brittmoore Road
                                Houston, Texas 77041
                                Attention:  Richard W. FitzGerald
                                Senior Vice President & Chief Financial Officer
                                Telephone: (713) 335-7000
                                Telefax: (713) 466-6720


to Lessor General Partner:      BRL Universal Equipment Management, Inc.
                                2911 Turtle Creek Blvd., Dallas, Texas  75219
                                Attention: Gregory C. Greene, President
                                Telephone: (214) 522-7296
                                Telefax: (214) 520-2006


to Indenture Trustee, on        The Bank of New York
behalf of Tranche A             101 Barclay Street, Floor 21 West
Noteholders                     New York, NY 10286
                                Attention: Corporate Trust Trustee
                                           Administration
                                Telephone: (212) 815-3703
                                Telefax: (212) 815-5915


to Tranche B Lenders and        See Schedule 2 hereto.
Limited Partners:


Administrative Agent:           Bankers Trust Company
                                130 Liberty Street, M.S. 2344
                                New York, New York  10006
                                Attention: Marcus Tarkington
                                Internal Mail Code:  NYC 02-2802
                                Telephone: (212) 250-7684
                                Telefax: (212) 250-8693




                                      -77-
<PAGE>



With a copy of all notices and documents delivered in accordance with the Lease
Agreement or Sections 3.1 hereof to:


                                Deutsche Banc Alex. Brown Inc.
                                31 West 52nd Street, Mail Stop 1411
                                New York, NY  10019
                                Attention: Robert Martorano, Jr., Director
                                Global Asset Finance and Leasing
                                Telephone: (212) 469-7393
                                Telefax: (212) 469-7398


Collateral Agent:               Bankers Trust Company
                                130 Liberty Street, M.S. 2344
                                New York, New York  10006
                                Attention: Marcus Tarkington
                                Internal Mail Code:  NYC 02-2802
                                Telephone: (212) 250-7684
                                Telefax: (212) 250-8693

         12.5. Interests in the Equipment. The parties hereto intend that (i)
for financial accounting purposes with respect to Lessee, Lessor will be treated
as the owner and the lessor of each Item of Equipment and Lessee will be treated
as the lessee of each Item of Equipment and (ii) for all federal, state and
local income tax purposes, state sales, use and other transaction tax purposes,
(A) the Operative Documents will be treated as a financing arrangement, (B)
Lessor will be deemed a lender making loans to Lessee in an amount equal to the
sum of the aggregate of the outstanding Equity Contributions and the outstanding
principal amount of the Tranche A Notes and Tranche B Loans and (C) Lessee will
be treated as the owner of each Item of Equipment and will be entitled to all
tax benefits ordinarily available to an owner of equipment like the Equipment
for such tax purposes. Lessor shall take no action inconsistent with the
intention of the parties set forth in clause (ii)(C) of this Section 12.5.
Notwithstanding the intentions of the parties expressed herein, each party
hereto acknowledges and agrees that Lessor has not made, and no other party
hereto nor Arranger, any Tranche A Noteholder or Limited Partner has made, any
representations or warranties concerning the tax, accounting or legal
characteristics of the Operative Documents and that such party has obtained and
relied upon and agree that they will obtain and rely upon such tax, accounting
and legal advice from their own accountants and counsel concerning the Operative
Documents as they deems appropriate.

         12.6. Descriptive Headings, etc. The descriptive headings used in this
Agreement are for convenience only and shall not be deemed to affect the meaning
or construction of any provision hereof.

         12.7. Benefit of Agreement; Assignment. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns and in particular any holder from time to time
of any Tranche A Note or Tranche B Note. Subject to the following proviso,
neither Lessor, Lessee, Indenture Trustee, nor any Tranche B



                                      -78-
<PAGE>



Lender without the prior written consent of each other party hereto, may assign
any or all of its rights or obligations hereunder or under any other Operative
Document to which it is a party; provided, however,

                  (i) Lessor General Partner may at any time transfer or assign
     any or all of its rights or obligations under the Operative Documents in
     accordance with the provisions of Article 9 of the Limited Partnership
     Agreement;

                  (ii) Indenture Trustee may at any time transfer or assign any
     or all of its rights or obligations under the Operative Documents in
     accordance with the provisions of Section 6.8 or 6.9 of the Indenture;

                  (iii) Any Tranche B Lender may transfer, assign or grant
     participations in its rights in the Operative Documents; provided, however,
     such Tranche B Lender shall remain a "Tranche B Lender" for all purposes
     hereunder and the transferee, assignee or participant, as the case may be,
     shall not constitute a "Tranche B Lender" hereunder and, provided further,
     that no Tranche B Lender shall transfer or grant any participation under
     which the participant shall have rights to approve any amendment to or
     waiver of this Agreement or any other Operative Document except to the
     extent such amendment or waiver would (A) extend the final scheduled
     maturity of any Tranche B Loan which such participant is participating, or
     reduce the rate or extend the time of payment of interest or fees thereon
     (except in connection with a waiver of applicability of any post-default
     increase in interest rates) or reduce the principal amount thereof, or
     increase the amount of the participant's participation over the amount
     thereof then in effect (it being understood that a waiver of any Loan
     Default or Loan Event of Default shall not constitute a change in the terms
     of such participation, and that an increase in any Tranche B Loan shall be
     permitted without the consent of any participant if the participant's
     participation is not increased as a result thereof), (B) consent to the
     assignment or transfer by Lessor or Lessee of any of its rights and
     obligations under the Operative Documents or (C) release all or
     substantially all of the Collateral under all of the Security Documents
     (except as expressly provided in the Operative Documents) securing the
     Tranche B Loans in which such participant is participating. In the case of
     any such participation, the participant shall not have any rights under any
     Operative Documents (the participant's rights against such Tranche B Lender
     in respect of such participation to be those set forth in the agreement
     executed by such Tranche B Lender in favor of the participant relating
     thereto) and all amounts payable by Lessor and Lessee under the Operative
     Documents shall be determined as if such Tranche B Lender had not sold such
     participation;

                  (iv) Notwithstanding the foregoing, any Tranche B Lender (or
     any Tranche B Lender together with one or more other Tranche B Lenders) may
     (A) assign all or a portion of its rights and obligations under the
     Operative Documents to (x) its parent company and/or any affiliate of such
     Tranche B Lender which is at least 50% owned by such Tranche B Lender or
     its parent company or to one or more Tranche B Lenders or (y) in the case
     of any Tranche B Lender that is a fund that invests in loans, any other
     fund that invests in loans and is managed or advised by the same investment
     advisor of such Tranche B Lender or by an Affiliate of such investment
     advisor or (B) assign all, or if less



                                      -79-
<PAGE>



     than all, a portion of outstanding principal balance equal to at least
     $5,000,000 in the aggregate for the assigning Tranche B Lender or assigning
     Tranche B Lenders of such Tranche B Loan and related outstanding
     obligations hereunder or under the Tranche B Loan Agreement to one or more
     Eligible Transferees (treating any fund that invests in loans and any other
     fund that invests in loans and is managed or advised by the same investment
     advisor of such fund or by an Affiliate of such investment advisor as a
     single Eligible Transferee), each of which assignees shall become a party
     to this Agreement and the Tranche B Loan Agreement as a Tranche B Lender by
     execution of an Assignment and Assumption Agreement, provided that (w) new
     Tranche B Notes will be issued, at Lessee's expense, to such new Tranche B
     Lender and to the assigning Tranche B Lender upon the request of such
     Person, such new Tranche B Notes to be in conformity with the requirements
     of Section 2.3 of the Tranche B Loan Agreement, (x) the consent of
     Administrative Agent, Lessee and Lessor shall be required in connection
     with any assignment to an Eligible Transferee pursuant to clause (B) above
     (which consents shall not be unreasonably withheld), provided that the
     consent of Lessor shall not be required at any time that a Loan Event of
     Default has occurred and is continuing and the consent of Lessee shall not
     be required at any time that a Lease Event of Default has occurred and is
     continuing, (y) Administrative Agent shall receive for its own account at
     the time of each such assignment, from the assigning or assignee Tranche B
     Lender, the payment of a non-refundable assignment fee of $3,500 and (z)
     promptly after such assignment, Lessor and Lessee shall have received from
     Administrative Agent notice of any such assignment, together with the copy
     of the Assignment and Assumption Agreement relating thereto. To the extent
     of any assignment pursuant to this Section 12.7, the assigning Tranche B
     Lender shall be relieved of its obligations hereunder. At the time of each
     assignment pursuant to this Section 12.7 to a Person which is not already a
     Tranche B Lender hereunder and which is not a U.S. Person (as such term is
     defined in Section 7701(a)(30) of the Code) for federal income tax
     purposes, the respective assignee Tranche B Lender shall, to the extent
     legally entitled to do so, provide to Lessor and Lessee, the forms
     described in such Section 9.4 of the Participation Agreement. To the extent
     that an assignment of all or any portion of a Tranche B Lender's interests
     would, at the time of such assignment, result in additional increased costs
     under Section 2.7 of the Tranche B Loan Agreement from those that would
     have been incurred by the respective assigning Tranche B Lender prior to
     such assignment, then Lessee shall not be obligated to pay such incremental
     additional increased costs (although Lessee shall be obligated to pay any
     other increased costs of the type described above resulting from changes
     after the date of the respective assignment);

                  (v) Each Tranche B Lender shall provide written notice to
     Administrative Agent of any assignment or participation by such Tranche B
     Lender of any interest it may have under any Operative Document. In the
     case of any participations, other than to which Lessee otherwise consents,
     the right of any such participant to indemnification or other amounts under
     Section 10 shall be limited to amounts which would have been due had no
     such participation been granted;

                  (vi) Notwithstanding any other provision in the Operative
     Documents, any Tranche B Lender may at any time create a security interest
     in, or pledge, all or any



                                      -80-
<PAGE>



     portion of its rights under and interest in any of the Operative Documents
     in favor of any Federal Reserve Bank in accordance with Regulation A of the
     Federal Reserve Board or U.S. Treasury Regulation 31 CFR 203.14, and such
     Federal Reserve Bank may enforce such pledge or security interest in any
     manner permitted under Applicable Law; and

                  (vii) Provided no Lease Event of Default has occurred and is
     continuing, on any Floating Payment Date after at least thirty (30) days,
     but no more than sixty (60) days advance written notice to each party
     hereto, Lessee may cause all, but not less than all Tranche B Lenders to
     sell with recourse, representation or warranties their rights and interests
     in the Tranche B Loans, to any financial institutions selected by Lessee
     for an amount equal to (A) the outstanding balance of such Person's Tranche
     B Loan plus (B) all interest accrued on such amount plus (C) any Breakage
     Costs suffered by such Person, plus (D) any other amount due such person
     under the Operative Documents (the "Tranche B Transfer Amount") provided
     such financial institution purchases from such Tranche B Lender (or any
     Affiliate thereof) any interest it or such Affiliate may have in Lessor for
     an amount equal to (A) the outstanding balance of such Person's Equity
     Contribution, plus (B) all Equity Yield accrued on such amount plus (C) any
     Breakage Costs suffered by such Person (the "Equity Transfer Amount"). Such
     sale or sales shall become effective upon delivery of an Assignment and
     Assumption Agreement and payment to each Tranche B Lender and, if
     applicable, Limited Partner in immediately available funds its respective
     Tranche B Transfer Amount or Equity Transfer Amount. Lessor agrees to amend
     the Applicable Tranche B Rates as such replacement Tranche B Lenders may
     agree.

         12.8. Execution and Effectiveness. This Agreement may be executed (i)
in multiple counterparts, each of which shall be regarded as an original and all
of which shall constitute a single instrument and shall become effective on the
Closing Date when each of the parties hereto shall have signed a copy hereof
(whether the same or different copies) and (ii) by facsimile signature and each
such signature shall be treated in all respects as having the same effect as an
original signature.

         12.9. Survival. Each of the representations, warranties, terms,
covenants, agreements and conditions contained in this Agreement shall
specifically survive the execution and delivery of this Agreement and the other
Operative Documents, the issuing of the Tranche A Notes and the making of the
Tranche B Loans and Equity Contributions and shall, unless otherwise expressly
provided therein, continue in full force and effect until the Tranche A Notes
and Tranche B Loans, together with interest thereon, the Equity Contributions
together with the Equity Yield and all other sums payable hereunder or
thereunder have been indefeasibly paid in full.

         12.10. Severability. The provisions of this Agreement are severable,
and if any section or provision shall be held invalid or unenforceable in whole
or in part in any jurisdiction, then such invalidity or unenforceability shall
affect only such clause or provision, or part thereof, in such jurisdiction and
shall not in any manner affect such clause or provision in any other
jurisdiction, or any other clause or provision of this Agreement in any
jurisdiction.



                                      -81-
<PAGE>



         12.11. No Broker. Each party hereto hereby represents and warrants to
the other parties that no broker other than Arranger (whose fees shall be paid
solely by Lessee) brought about the transactions contemplated hereby and each
party hereby agrees to indemnify (the "Indemnifying Party") and hold each other
party harmless from, any and all other liabilities and costs (including, without
limitation, costs of counsel) to any Person claiming brokerage commissions or
finder's fees as a result of any agreement with the Indemnifying Party.

         12.12. Limited Recourse Against Limited Partners and Lessor General
Partner. Without impairing any of the other rights, powers, privileges, liens or
security interests of Indenture Trustee, any Secured Party, Administrative Agent
or Collateral Agent pursuant to Operative Documents, except for such Limited
Partner's or Lessor General Partner's gross negligence, willful misconduct,
misrepresentations or fraud and as expressly provided in this Agreement or any
other Operative Document, and subject to the proviso below, Indenture Trustee
and each Secured Party agrees that as between it and each Limited Partner or
Lessor General Partner, no recourse shall be had with respect to this Agreement
or such other Operative Documents against Limited Partners or Lessor General
Partner, or any officer, director, employee, agent or Affiliate thereof for
amounts owed by Lessor under the Operative Documents; and no Limited Partner or
Lessor General Partner, or any officer, director, employee, agent or Affiliate
thereof shall have any personal liability for any amounts owed by Lessor under
the Operative Documents, notwithstanding any other provision of this Agreement
or the other Operative Documents. The Indenture Trustee Tranche B Lenders,
Administrative Agent and Collateral Agent each agree that the personal liability
of Lessor shall be strictly and absolutely limited to the Lessor Collateral and
no recourse for the payment of any amount due under this Agreement or any other
agreement contemplated hereby, or for any claim based thereon or otherwise in
respect thereof, shall be had against any other assets of Lessor, of Lessor
General Partner or any Limited Partner or any incorporator, shareholder,
partner, officer, director or Affiliate (past, present or future) or of any
successor corporation to Lessor General Partner or any Affiliate of either, it
being understood that the Borrower is a limited partnership formed for the
purpose of the transactions involved in and relating to this Agreement on the
express understanding aforesaid; provided, however, that nothing contained in
this Section 12.12 or elsewhere shall be construed to (i) prevent recourse to
and the enforcement against the Lessor Collateral of all liabilities,
obligations and undertakings contained in the Operative Documents, (ii) limit,
restrict, or impair the right of Indenture Trustee or any Secured Party to
accelerate the maturity of any Trance A Note or Tranche B Loan upon the
occurrence of a Loan Event of Default, (iii) prevent the bringing of an action
or obtaining a judgment against any Limited Partner or Lessor General Partner
for fraud, any breach of any of its representations, warranties or covenants
under any of the Operative Documents, or any negligent mishandling of funds or
any failure to apply any amounts received from any party hereto in accordance
with the terms of the Operative Documents, (iv) prevent the bringing of an
action or obtaining a judgment over Lessor to obtain jurisdiction over the
Lessor Collateral, Lessee or Guarantor; provided that no judgment or any such
action shall seek a deficiency judgment against Lessor or hold Lessor General
Partner, any Limited Partner or any incorporator, shareholder, partner, officer,
director of Lessor General Partner or any Limited Partner personally liable
therefor, or (v) prevent the bringing of an action or obtaining of a judgment to
foreclose the lien of this Agreement or Security Documents or otherwise realize
upon the Lessor Collateral or the sums due or to



                                      -82-
<PAGE>



become due under the Lease Agreement or the other Operative Documents to which
any such Person is a party.

         12.13. Consent and Agreement of Lessee and Guarantor. Lessee and
Guarantor hereby consent to the assignment set forth in Section 7. Lessor and
Collateral Agent hereby instruct, and Lessee and Guarantor agree, that until
further notified by Collateral Agent, Lessee, Guarantor and Lessor shall pay all
amounts payable by Lessee or Guarantor under the Operative Documents other than
Excepted Payments to the account of Collateral Agent or as Collateral Agent may
otherwise designate in a written notice to Lessee, Guarantor and Lessor. If
there is any disagreement between Administrative Agent and Lessor as to whether
any amount is an Excepted Payment, Lessor, Lessee and Guarantor shall abide by
Administrative Agent's determination with respect to such amount.

         12.14. Consent to Amendments. By execution and delivery of this
Agreement, each of the parties hereto acknowledges receipt of and consents to
the amendments to the Lease Agreement set forth in the First Amendment to Lease
Agreement of even date herewith between Lessor and Lessee and the amendments to
the Tranche B Loan Agreement set forth in the First Amendment to Tranche B Loan
Agreement of even date herewith among Lessor, Tranche B Lenders, Administrative
Agent and Collateral Agent.


                                      * * *



                                      -83-
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective duly authorized officers as of
the date first above written.

                                  UNIVERSAL COMPRESSION, INC.,
                                     as Lessee

                                  By /s/ Richard W. FitzGerald
                                     -------------------------------------------
                                     Senior Vice President and
                                     Chief Financial Officer


                                  UNIVERSAL COMPRESSION HOLDINGS, INC.,
                                     as Guarantor

                                  By /s/ Richard W. FitzGerald
                                     -------------------------------------------
                                     Senior Vice President and
                                     Chief Financial Officer


                                  BRL UNIVERSAL EQUIPMENT 2001 A, L.P.,
                                     as Lessor

                                  By BRL Universal Equipment Management, Inc.
                                  Its General Partner


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


                                  BRL UNIVERSAL EQUIPMENT MANAGEMENT, INC.
                                      as Lessor General Partner


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



<PAGE>



                                  THE BANK OF NEW YORK,
                                      not individually but as Indenture Trustee
                                      for Tranche A Noteholders


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


                                  FIRST UNION NATIONAL BANK,
                                     as Tranche B Lender
                                     [Percentage of Tranche B Notes
                                     immediately prior to Amendment
                                     Date:  7.75887357%]


                                  By /s/ David E. Humphreys
                                     -------------------------------------------
                                     Vice President



                                  BANK ONE, NA (Main Office
                                     Chicago) as Tranche B
                                     Lender [Percentage of
                                     Tranche B Notes
                                     immediately prior to
                                     Amendment Date:
                                     12.51588931%]


                                  By /s/ Dianne L. Russell
                                     -------------------------------------------
                                     Vice President



                                  THE BANK OF NOVA SCOTIA,
                                     as Tranche B Lender
                                     [Percentage of Tranche B Notes
                                     immediately prior to Amendment
                                     Date:  12.51588931%]


                                  By /s/ F.C.H. Ashby
                                     -------------------------------------------
                                     Senior Manager, Loan Operations



                                       2
<PAGE>




                                  CITADEL HILL 2000 LTD.,
                                     as Tranche B Lender
                                     [Percentage of Tranche B Notes
                                     immediately prior to Amendment
                                     Date:  7.82243082%]


                                  By
                                     -------------------------------------------
                                     Name
                                     Title


                                  NATEXIS BANQUES POPULAIRES,
                                     as Tranche B Lender
                                     [Percentage of Tranche B Notes
                                     immediately prior to Amendment
                                     Date:  12.51588931%]


                                  By
                                     -------------------------------------------
                                     Name
                                     Title


                                  LANDMARK CDO LIMITED,
                                     as Tranche B Lender
                                     [Percentage of Tranche B Notes
                                     immediately prior to Amendment
                                     Date: 12.51588931%]


                                  By /s/ Gilles Marchand
                                     -------------------------------------------
                                     Authorized Signatory



                                  CSAM FUNDING I,
                                     as Tranche B Lender
                                     [Percentage of Tranche B Notes
                                     immediately prior to Amendment
                                     Date: 10.8878459%]


                                  By
                                     -------------------------------------------
                                     Name
                                     Title



                                       3
<PAGE>



                                  FIRST DOMINION FUNDING I,
                                     as Tranche B Lender
                                     [Percentage of Tranche B Notes
                                     immediately prior to Amendment
                                     Date:  14.08037548%]


                                  By
                                     -------------------------------------------
                                     Name
                                     Title


                                  FIRST DOMINION FUNDING II,
                                     as Tranche B Lender
                                     [Percentage of Tranche B Notes
                                     immediately prior to Amendment
                                     Date:  9.386916984%]


                                  By
                                     -------------------------------------------
                                     Name
                                     Title


                                  BANKERS TRUST COMPANY,
                                     as Administrative Agent


                                  By /s/ Calli S. Hayes
                                     -------------------------------------------
                                     Managing Director


                                  BANKERS TRUST COMPANY,
                                     as Collateral Agent


                                  By /s/ Calli S. Hayes
                                     -------------------------------------------
                                     Managing Director



                                       4
<PAGE>
                                                                   APPENDIX A TO
                                                                   PARTICIPATION
                                                                   AGREEMENT

                           UNIVERSAL COMPRESSION, INC.
                            GAS COMPRESSION EQUIPMENT
                               FINANCING FACILITY

                  The definitions stated herein shall equally apply to both the
singular and plural forms of the terms defined. Any agreement defined or
referred to below means such agreement as amended, supplemented or modified from
time to time, and includes all exhibits, supplements and appendices thereto.
Unless otherwise specified, any Person defined or referred to below includes its
successors, permitted transferees and assigns. The word "including," when used
below or in any Operative Document, is deemed to be followed by "without
limitation," whether or not such words appear.

                  "ABS Operating Lease Facility" means the Operating Lease
Facility of UCC Compression LLC, a wholly owned subsidiary of Lessee, dated the
Issue Date, arranged by First Union Securities, Inc., which provides for funding
of up to $200,000,000.

                  "Accrued Interest Premium" means with respect to any Tranche A
Note, that portion of the proceeds from the issuance of any Tranche A Note
received by Lessor or BRL Universal Equipment Corp. representing interest that
would have accrued on such Tranche A Note had it been issued on the Semi-Annual
Payment Date immediately preceding its date of issuance.

                  "Acquired Indebtedness" means Indebtedness (including any
Operating Lease Facility) of a Person or any of its Subsidiaries existing at the
time such Person becomes a Restricted Subsidiary of Lessee or at the time it
merges or consolidates with Lessee or any of the Lessee's Subsidiaries or
assumed in connection with the acquisition of assets from such Person and in
each case not incurred by such Person in connection with, or in anticipation or
contemplation of, such Person becoming a Restricted Subsidiary of Lessee or such
acquisition, merger or consolidation.

                  "Acquisition Cost" of each Item of Equipment means the amount
set forth therefor on the Lease Supplement or Notice of Substitution therefor.

                  "Administrative Agent" means Bankers Trust Company.

                  "Affiliate" means, as to any Person, any other Person which,
directly or indirectly through one or more intermediaries, is in control of, is
controlled by, or is under common control with, such Person. For purposes of
this definition, "control" of a Person means the possession, directly or
indirectly, of the power, to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative of the foregoing.


<PAGE>

                  "Affiliate (Tranche B)" of any Person shall mean (i) any
Person directly or indirectly controlled by, controlling or under common control
with such first Person, (ii) any director or officer of such first Person or of
any Person referred to in clause (i) above and (iii) if any Person in clause (i)
above is an individual, any member of the immediate family (including parents,
spouse and children) of such individual and any trust whose principal
beneficiary is such individual or one or more members of such immediate family
and any Person who is controlled by any such member or trust. For purposes of
this definition, any Person which owns directly or indirectly 10% or more of the
securities having ordinary voting power for the election of directors or other
governing body of a corporation or 10% or more of the partnership or other
ownership interests of any other Person (other than as a limited partner of such
other Person) will be deemed to control (including, with its correlative
meanings, controlled by and under common control with) such corporation or other
Person.

                  "After-Tax Basis" means in respect of an amount (the "base
amount") with respect to a Person, (i) the base amount supplemented by (ii) an
additional payment, if necessary, to such Person such that, after reduction (but
not below zero) for the net amount of all Taxes (taking into account credits,
offsets, deductions or other benefits realized or to be realized by such Person
or its Affiliates in respect of such base amount and such Taxes, calculated
assuming that such credits reduce such taxes, and any deductions or other
benefits reduce income that would otherwise be subject to such tax, at the
then-maximum marginal rate generally applicable to such Person), if any, imposed
on such Person (calculated at the then maximum marginal rates generally
applicable to such Person) in respect of the sum of the base amount and such
additional payment shall be equal to the base amount.

                  "Alternate Rate" means a variable rate equal to the greater of
(i) the sum of the Federal Funds Rate from time to time in effect and 0.5% and
(ii) the rate of interest from time to time announced by Deutsche Bank AG, New
York Branch at its principal office in New York, New York from time to time as
its "prime commercial lending rate" (which rate is a reference rate and does not
necessarily represent the lowest or best rate actually charged to any customer,
and Deutsche Bank AG, New York Branch may make commercial loans or other loans
at rates of interest at, above or below such reference rate), with any per diem
determination based on a 365 or 366-day year, as the case may be.

                  "Amendment Date" means the date of the First Amended and
Restated Participation Agreement among Lessee, Guarantor, Tranche B Lenders,
Indenture Trustee, Paying Agent, Registrar, Lessor General Partner,
Administrative Agent and Collateral Agent.

                  "Applicable Equity Rate" for any Floating Payment Period with
respect to an Equity Contribution means, subject to Section 6.5 of the Limited
Partnership Agreement, an interest rate per annum equal to (i) the one (1)
month, two (2) month, three (3) month or six (6) month LIBOR Rate or Alternate
Rate at the time in effect in accordance with Section 5.7 of the Limited
Partnership Agreement, plus (ii) the Equity Margin.

                  "Applicable Law" means, with respect to any Person or Item of
Equipment, all existing and future laws, rules, guidelines, regulations
(including proposed, temporary and final income tax regulations), statutes,
treaties, codes, ordinances, permits, certificates, orders and

                                      -2-

<PAGE>

licenses of and interpretations by any Governmental Entity and judgments,
decrees, injunctions, writs, or orders of any court, arbitrator or other
administrative, judicial, or quasi-judicial tribunal or agency of competent
jurisdiction applicable to such Person of Item of Equipment.

                  "Applicable Tranche B Rate" for any Floating Payment Period
with respect to a Tranche B Loan, means, subject to Section 2.7 of the Tranche B
Loan Agreement, an interest rate per annum equal to (i) the one (1) month, two
(2) month, three (3) month or six (6) month LIBOR Rate or Alternate Rate at the
time in effect in accordance with Section 2.3.3 of the Tranche B Loan Agreement,
plus (ii) the Tranche B Margin.

                  "Appraisal" means, with respect to an Item of Equipment, an
appraisal reasonably acceptable to Administrative Agent prepared by the
Appraiser at Lessee's expense conducted by, or in the presence of, the Appraiser
and based upon a physical inspection to the extent reasonably deemed necessary
by the Appraiser, that states the fair market value of such Item as of the date
of such Appraisal and estimates such Item's Residual Value.

                  "Appraisal Date" has the meaning set forth in Section 14 of
the Lease Agreement.

                  "Appraiser" means American Appraisal Associates, Inc., or an
independent expert selected by Lessee and acceptable to the Lessor and
Administrative Agent.

                  "Arranger" means Deutsche Banc Alex. Brown Inc.

                  "Asset Acquisition" means (a) an Investment by Lessee or any
Restricted Subsidiary of Lessee in any other Person pursuant to which such
Person shall become a Restricted Subsidiary of Lessee or any Restricted
Subsidiary of Lessee, or shall be merged with or into Lessee or any Restricted
Subsidiary of Lessee, or (b) the acquisition by Lessee or any Restricted
Subsidiary of Lessee of the assets of any Person (other than a Restricted
Subsidiary of Lessee) which constitute all or substantially all of the assets of
such Person or comprise any division or line of business of such Person or any
other properties or assets of such Person other than in the ordinary course of
business.

                  "Asset Backed Securities" means up to $200,000,000 asset
backed securitization facility BRL Universal Compression Funding I, L.P.

                  "Asset Sale" means any direct or indirect sale, issuance,
conveyance, transfer, lease (other than operating leases entered into with
customers in the ordinary course of business consistent with past practice or
sales of equipment pursuant to purchase options entered into with customers by
Lessee or a Restricted Subsidiary of Lessee in the ordinary course of business
consistent with past practice), assignment or other transfer for value by Lessee
or any of its Restricted Subsidiaries (excluding any Lien granted in accordance
with Section 9.2(f) of the Participation Agreement, but including any Sale and
Leaseback Transaction) to any Person other than Lessee or a Wholly Owned
Restricted Subsidiary of Lessee of (a) any Capital Stock of any Restricted
Subsidiary of Lessee; or (b) any other property or assets of Lessee or any
Restricted Subsidiary of Lessee other than in the ordinary course of business;
provided, however, that Asset Sales shall not include (i) a transaction or
series of related transactions for which Lessee or its


                                      -3-
<PAGE>

Restricted Subsidiaries receive aggregate consideration of less than $2,000,000
and (ii) the sale, lease, conveyance, disposition or other transfer of all or
substantially all of the assets of Lessee as permitted under Section 9.2(g) of
the Participation Agreement, (iii) the transfer of assets to the lessor under a
Securitized Operating Lease Facility to cure a default related to an
under-collateralization event thereunder and (iv) any Restricted Payment (other
than, for purpose of calculating the Consolidated Fixed Change Coverage Ratio
only, any non-cash Restricted Payment) permitted under Section 9.2(b) of the
Participation Agreement.

                  "Assignee" means the Collateral Agent and its successors and
permitted assigns.

                  "Assignment and Assumption Agreement" for a Tranche B Lender
means the Assignment and Assumption Agreement substantially in the form of
Exhibit B to the Tranche B Loan Agreement.

                  "Bankruptcy Code" means Title 11 of the United States Code
entitled "Bankruptcy" as now or hereafter in effect or any successor thereto.

                  "Bill of Sale" means, for any Item of Equipment sold by Lessee
to Lessor, in the form of Exhibit A-1 to the Participation Agreement and for any
Item of Equipment sold by a Person other than Lessee to Lessor, a Bill of Sale
in the form of Exhibit A-2 to the Participation Agreement, in each case executed
and delivered by the Seller thereof and, where Lessee is not the Seller, by
Lessee.

                  "Blended Equity Yield Rate" means the weighted average of the
Applicable Equity Rate on all Equity Contributions outstanding at the time of
determination (such weighted average based upon the principal balances of such
Equity Contributions).

                  "Blended Tranche B Rate" means the weighted average rate of
interest on all Tranche B Notes outstanding at the time of determination (such
weighted average based upon the principal balances of such Tranche B Notes).

                  "Board of Directors" means, as to any Person, the board of
directors, management committee or other bodies governing the management of such
Person or the general partner of such Person or any duly authorized committee
thereof.

                  "Board Resolution" means, with respect to any Person, a copy
of a resolution certified by the Secretary or an Assistant Secretary of such
Person to have been duly adopted by the Board of Directors of such Person and to
be in full force and effect on the date of such certification, and delivered to
the Indenture Trustee.

                  "Borrower" means the Lessor in its capacity as borrower under
the Tranche B Loan Agreement.

                  "Breakage Costs" means any amount or amounts as shall
compensate a Tranche B Lender or Limited Partner for any reasonable loss
(excluding loss of profit), expense or liabilities incurred after using good
faith and reasonable efforts to minimize such loss, cost or expense by a Tranche
B Lender or Limited Partner as a result of a prepayment by Lessor of principal,
interest,

                                      -4-

<PAGE>

Equity Yield or Equity Component pursuant to the terms of the Operative
Documents or as a result of a funding that does not occur on a date specified
therefor in the Funding Notice. The amount of the loss, expense or liabilities
shall be determined by the Person seeking such, and notice thereof shall be
provided to Lessee in the form of a certificate of such Person stating that the
calculations set forth therein are in accordance with the terms of the
Participation Agreement and setting forth in reasonable detail the basis for
such calculations, such certificate being conclusive and binding for all
purposes absent manifest error.

                  "Business Day" means any day other than a day on which banking
institutions in the State of New York are authorized by law to close.

                  "Capital Lease" means a lease of (or other arrangement
conveying the right to use) real and/or personal Property, or a combination
thereof, with respect to which the lessee is required concurrently to recognize
the acquisition of an asset and the incurrence of a Debt in accordance with
GAAP.

                  "Capital Lease Obligations" means as to any Person, all
obligations of such Person as lessee under any Capital Lease, which obligations
are required to be classified and accounted for as capital leases on a balance
sheet of such Person under GAAP, and the amount of such obligations shall be the
capitalized amount thereof determined in accordance with GAAP.
                  "Capital Stock" means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated and whether or not voting) of corporate stock, including
each class of Common Stock and Preferred Stock of such Person and (ii) with
respect to any Person that is not a corporation, any and all partnership or
other equity interests of such Person.

                  "Capitalized Lease" means a lease that is required to be
classified and accounted for as a capitalized lease under GAAP.

                  "Capitalized Lease Obligation" means, as to any Person, the
obligations of such Person under a Capitalized Lease and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.

                  "Cash Equivalents" means (i) marketable direct obligations
issued by, or unconditionally guaranteed by, the United States Government or
issued by any agency thereof and backed by the full faith and credit of the
United States, in each case maturing within one year from the date of
acquisition thereof; (ii) marketable direct obligations issued by any state of
the United States of America or any political subdivision of any such state or
any public instrumentality thereof maturing within one year from the date of
acquisition thereof and, at the time of acquisition, having one of the two
highest ratings obtainable from either S&P or Moody's; (iii) commercial paper
maturing no more than one year from the date of creation thereof and, at the
time of acquisition, having a rating of at least A-1 from S&P or at least P-1
from Moody's; (iv) certificates of deposit or bankers' acceptances maturing
within one year from the date of acquisition thereof issued by any bank
organized under the laws of the United States

                                      -5-

<PAGE>

of America or any state thereof or the District of Columbia or any U.S. branch
of a foreign bank having at the date of acquisition thereof combined capital and
surplus of not less than $250,000,000; (v) repurchase obligations with a term of
not more than seven days for underlying securities of the types described in
clause (i) above entered into with any bank meeting the qualifications specified
in clause (iv) above; (vi) investments in money market funds which invest
substantially all their assets in securities of the types described in clauses
(i) through (v) above; and (vii) investments made by Foreign Restricted
Subsidiaries in local currencies in instruments issued by or with entities of
such jurisdiction having correlative attributes to the foregoing.

                  "Change of Control" means the occurrence of one or more of the
following events: (i) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions, but other than by the granting
of a Lien in accordance with the Participation Agreement or by way of
consolidation or merger in accordance with the Participation Agreement) of all
or substantially all of the assets of Lessee and its Subsidiaries, or Guarantor
and its Subsidiaries, in each case taken as a whole, to any Person or group (as
defined in Section 13(d)(3) of the Exchange Act) (whether or not otherwise in
compliance with the provisions of the Participation Agreement) other than to the
Permitted Holders; (ii) the approval by the holders of Capital Stock of
Guarantor or Lessee of any plan or proposal for the liquidation or dissolution
of Guarantor or Lessee (whether or not otherwise in compliance with the
provisions of the Participation Agreement); (iii) any Person or group within the
meaning of Section 13(d) of the Exchange Act (other than the Permitted Holders
and Guarantor) shall become the beneficial owner as defined in Rule 13d-3 under
the Exchange Act, of shares representing more than 50% of the aggregate voting
power represented by the Capital Stock of Guarantor or Lessee; or (iv) the
replacement of the majority of the Board of Directors of Guarantor or Lessee
over a two-year period from the directors who constituted the Board of Directors
of Guarantor or Lessee, as the case may be, at the beginning of such period, and
such replacement shall not have been approved by a vote of at least a majority
of the Board of Directors of Guarantor or Lessee, as the case may be, then still
in office who either were members of such Board of Directors at the beginning of
such period or whose election as a member of such Board of Directors was
previously so approved.

                  "CHP" means Castle Harlan Partners III, L.P., a private
investment fund managed by Castle Harlan, Inc., a Delaware corporation.

                  "Closing Date" means February 9, 2001.

                  "Code" means the Internal Revenue Code of 1986, as the same
may be amended from time to time, and the regulations promulgated and rulings
issued thereunder. Section references to the Code are to the Code, as in effect
at the date the Participation Agreement and any subsequent provisions of the
Code, amendment thereof, supplement thereto or substituted therefor.

                  "Collateral" means the Lessee Collateral and Lessor
Collateral.

                  "Collateral Agent" means Bankers Trust Company.

                                      -6-

<PAGE>

                  "Collateral Agent Lien" means any Lien over the Lessor
Collateral granted to Collateral Agent under the Operative Documents.

                  "Commitment Period" means, from time to time, the period
commencing on the date of any Participation Agreement Supplement and ending on
the Commitment Termination Date set forth on such Participation Agreement
Supplement.

                  "Commitment Termination Date" means for Lessor and each
Tranche B Lender, from time to time, the later of the Closing Date and the date
identified as such on the most recent Participation Agreement Supplement to
which such Person is a party.

                  "Common Stock" of any Person means any and all shares,
interests or other participations in, and other equivalents (however designated
and whether voting or non-voting) of such Person's common stock, whether
outstanding on the Issue Date or issued after the Issue Date, and includes,
without limitation, all series and classes of such common stock.

                  "Consolidated Current Assets" shall mean all assets of Lessee
and its Consolidated Subsidiaries which under GAAP would be classified as
current assets.

                  "Consolidated Current Liabilities" shall mean all liabilities
of Lessee and its Consolidated Subsidiaries which under GAAP would be classified
as current liabilities but excluding the current maturities on long-term Debt.

                  "Consolidated EBITDA" means, with respect to any Person, for
any period, the sum (without duplication) of (i) Consolidated Net Income and
(ii) to the extent Consolidated Net Income has been reduced thereby, (A) all
income taxes of such Person and its Restricted Subsidiaries paid or accrued in
accordance with GAAP for such period (other than income taxes attributable to
extraordinary or nonrecurring gains or losses or taxes attributable to sales or
dispositions outside the ordinary course of business), (B) Consolidated Interest
Expense, (C) Consolidated Rental Expense, (D) Consolidated Non-cash Charges less
any non-cash items increasing Consolidated Net Income for such period, all as
determined on a consolidated basis for such Person and its Restricted
Subsidiaries in accordance with GAAP and (E) any expense of Lessee or its
Restricted Subsidiaries incurred in connection with the overhaul of equipment
that can be reclassified as a capital expenditure in accordance with GAAP.

                  "Consolidated Fixed Charge Coverage Ratio" means, with respect
to any Person, the ratio of Consolidated EBITDA of such Person during the four
full fiscal quarters (the "Four Quarter Period") ending on or prior to the date
of the transaction giving rise to the need to calculate the Consolidated Fixed
Charge Coverage Ratio (the "Transaction Date") to Consolidated Fixed Charges of
such Person for the Four Quarter Period. In addition to and without limitation
of the foregoing, for purposes of this definition, "Consolidated EBITDA" and
"Consolidated Fixed Charges" shall be calculated after giving effect on a pro
forma basis for the period of such calculation to (i) the incurrence or
repayment of any Indebtedness of such Person or any of its Restricted
Subsidiaries (and the application of the proceeds thereof) giving rise to the
need to make such calculation and any incurrence or repayment of other
Indebtedness (and the application of the proceeds thereof), other than the
incurrence or repayment of Indebtedness

                                      -7-

<PAGE>

in the ordinary course of business for working capital purposes pursuant to
working capital facilities, occurring during the Four Quarter Period or at any
time subsequent to the last day of the Four Quarter Period and on or prior to
the Transaction Date, as if such incurrence or repayment, as the case may be
(and the application of the proceeds thereof), occurred on the first day of the
Four Quarter Period and (ii) any Asset Sales or Asset Acquisitions (including,
without limitation, any Asset Acquisition giving rise to the need to make such
calculation as a result of such Person or one of its Restricted Subsidiaries
(including any Person who becomes a Restricted Subsidiary as a result of the
Asset Acquisition) incurring, assuming or otherwise being liable for Acquired
Indebtedness and also including any Consolidated EBITDA (including any pro forma
expense and cost reductions calculated on a basis consistent with Regulation S-X
under the Securities Act) attributable to the assets which are the subject of
the Asset Acquisition or Asset Sale during the Four Quarter Period) occurring
during the Four Quarter Period or at any time subsequent to the last day of the
Four Quarter Period and on or prior to the Transaction Date, as if such Asset
Sale or Asset Acquisition (including the incurrence, assumption or liability for
any such Acquired Indebtedness) occurred on the first day of the Four Quarter
Period. Furthermore, in calculating "Consolidated Fixed Charges" for purposes of
determining the denominator (but not the numerator) of this "Consolidated Fixed
Charge Coverage Ratio," (1) interest on outstanding Indebtedness determined on a
fluctuating basis as of the Transaction Date and which will continue to be so
determined thereafter shall be deemed to have accrued at a fixed rate per annum
equal to the rate of interest on such Indebtedness in effect on the Transaction
Date; and (2) notwithstanding clause (1) above, interest on Indebtedness
determined on a fluctuating basis, to the extent such interest is covered by
agreements relating to Interest Swap Obligations, shall be deemed to accrue at
the rate per annum resulting after giving effect to the operation of such
agreements.

                  "Consolidated Fixed Charges" means, with respect to any Person
for any period, the sum, without duplication, of (i) Consolidated Interest
Expense and (ii) Consolidated Rental Expense, plus (iii) the product of (x) the
amount of all dividend payments on any series of Preferred Stock of such Person
(other than dividends paid in Qualified Capital Stock) paid, accrued or
scheduled to be paid or accrued during such period times (y) a fraction, the
numerator of which is one and the denominator of which is one minus the then
current effective consolidated federal, state and local tax rate of such Person,
expressed as a decimal.

                  "Consolidated Interest Expense" means, with respect to any
Person for any period, the sum of, without duplication: (i) the aggregate of the
interest expense of such Person and its Restricted Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP, including without
limitation, (a) any amortization of debt discount and amortization of deferred
financing costs, (b) the net costs under Interest Swap Obligations and Currency
Agreements, (c) all capitalized interest and (d) the interest portion of any
deferred payment obligation; (ii) the interest component of Capitalized Lease
Obligations paid, accrued and/or scheduled to be paid or accrued by such Person
and its Restricted Subsidiaries during such period as determined on a
consolidated basis in accordance with GAAP; and (iii) fees and charges related
to letters of credit, bankers acceptances and similar transactions; excluding,
however, (1) any amount of such interest expense of any Restricted Subsidiary if
the net income of such Restricted Subsidiary is excluded in the calculation of
Consolidated Net Income pursuant to clause (d) of the definition thereof (but
only in the same proportion as the net income of such

                                      -8-

<PAGE>

Restricted Subsidiary is excluded from the calculation of Consolidated Net
Income pursuant to clause (d) of the definition thereof) and (2) any non-cash
amortization or write-off of fees and expenses incurred in connection with
financing arrangements for the Merger.

                  "Consolidated Net Income" means, with respect to any Person,
for any period, the aggregate net income (or loss) of such Person and its
Restricted Subsidiaries for such period on a consolidated basis, determined in
accordance with GAAP; provided that there shall be excluded therefrom (without
duplication) (a) after-tax gains or losses from Asset Sales, (b) after-tax items
classified as extraordinary or nonrecurring gains or losses, (c) the net income
or loss of any Person acquired in a "pooling of interests" transaction accrued
prior to the date it becomes a Restricted Subsidiary of the referent Person or
is merged or consolidated with the referent Person or any Restricted Subsidiary
of the referent Person, (d) the net income (but not loss) of any Restricted
Subsidiary of the referent Person to the extent that the declaration of
dividends or similar distributions by that Restricted Subsidiary of that income
is restricted by a contract, operation of law or otherwise, except for any
dividends or distributions actually paid by such Restricted Subsidiary to the
referent Person, (e) the net income but not loss of any Person, other than a
Restricted Subsidiary of the referent Person, except to the extent of cash
dividends or distributions paid to the referent Person or to a Wholly Owned
Restricted Subsidiary of the referent Person by such Person, (f) income or loss
attributable to discontinued operations (including, without limitation,
operations disposed of during such period whether or not such operations were
classified as discontinued) and (g) the cumulative effect of a change in
accounting principles.

                  "Consolidated Net Income (Tranche B)" means with respect to
Lessee and its Consolidated Subsidiaries, for any period, the aggregate of the
net income (or loss) of Lessee and its Consolidated Subsidiaries after
allowances for taxes for such period, determined on a consolidated basis in
accordance with GAAP; provided that there shall be excluded from such net income
(to the extent otherwise included therein) the following: (i) the net income of
any Person in which Lessee or any Consolidated Subsidiary has an interest (which
interest does not cause the net income of such other Person to be consolidated
with the net income of Lessee and its Consolidated Subsidiaries in accordance
with GAAP), except to the extent of the amount of dividends or distributions
actually paid in such period by such other Person to Lessee or to a Consolidated
Subsidiary, as the case may be; (ii) the net income (but not loss) of any
Consolidated Subsidiary to the extent that the declaration or payment of
dividends or similar distributions or transfers or loans by that Consolidated
Subsidiary is not at the time permitted by operation of the terms of its charter
or any agreement, instrument or Governmental Requirement applicable to such
Consolidated Subsidiary, or is otherwise restricted or prohibited in each case
determined in accordance with GAAP; (iii) the net income (or loss) of any Person
acquired in a pooling-of-interests transaction for any period prior to the date
of such transaction; (iv) any extraordinary gains or losses, including gains or
losses attributable to Property sales not in the ordinary course of business;
and (v) the cumulative effect of a change in accounting principles and any gains
or losses attributable to writeups or write downs of assets.

                  "Consolidated Net Worth" of any Person means the consolidated
stockholders' equity of such Person, determined on a consolidated basis in
accordance with GAAP, less (without duplication) amounts attributable to
Disqualified Capital Stock of such Person.

                                      -9-

<PAGE>

                  "Consolidated Non-Cash Charges" means, with respect to any
Person, for any period, the aggregate depreciation, amortization and other
non-cash expenses of such Person and its Restricted Subsidiaries reducing
Consolidated Net Income of such Person and its Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP (excluding
any such charges which require an accrual of or a reserve for cash charges for
any future period).

                  "Consolidated Rental Expense" means, with respect to any
Person, for any period, the aggregate of the rental expense of such Person and
its Restricted Subsidiaries related to operating lease facilities of such Person
and its Restricted Subsidiaries for such period, determined on a consolidated
basis.

                  "Consolidated Subsidiaries" means each Subsidiary of Lessee
(whether now or hereafter created or acquired) the financial statements of which
shall be (or should have been) consolidated with the financial statements of
Lessee in accordance with GAAP.

                  "Consolidated Total Assets" of any Person means such Person's
total consolidated assets calculated in accordance with GAAP.

                  "Contingent Obligation" means, as to any Person, any
obligation of such Person guaranteeing or intended to guarantee any
Indebtedness, leases, dividends or other obligations ("primary obligations") of
any other Person (the "primary obligor") in any manner, whether directly or
indirectly, including, without limitation, any obligation of such Person,
whether or not contingent, (a) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (b) to advance or
supply funds (i) for the purchase or payment of any such primary obligation or
(ii) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (c) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (d) otherwise to assure or hold
harmless the holder of such primary obligation against loss in respect thereof;
provided, however, that the term Contingent Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Contingent Obligation shall be deemed to be an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Contingent Obligation is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.

                  "Continuing Directors" means the directors of Guarantor on the
Closing Date (after giving effect to the Merger) and each other director of
Guarantor if such other director's nomination or election to the Board of
Directors of Guarantor is recommended by a majority of the then Continuing
Directors.

                  "Co-Obligor" means BRL Universal Equipment Corp.

                                      -10-

<PAGE>

                  "Credit Agreement" means one or more credit agreements,
including without limitation, the Credit Agreement dated as of the Issue Date,
among Lessee, the lenders party thereto in their capacities as lenders
thereunder and, First Union National Bank, as agent, and any Foreign Credit
Facility together with the documents related thereto (including, without
limitation, any guarantee agreements and security documents), in each case as
such agreements may be amended (including any amendment and restatement
thereof), supplemented or otherwise modified from time to time, including any
agreement extending the maturity of, refinancing, replacing or otherwise
restructuring (including increasing the amount of available borrowings
thereunder or adding Restricted Subsidiaries of Lessee as additional borrowers
or guarantors thereunder) all or any portion of the Indebtedness under such
agreement or any successor or replacement agreement and whether by the same or
any other agent, lender or group of lenders.

                  "Curing Party" has the meaning set forth in Section 6.1(a) of
the Participation Agreement.

                  "Currency Agreement" means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
protect Lessee or any Restricted Subsidiary of Lessee against fluctuations in
currency values.

                  "Date of Manufacture" with respect to any Item of Equipment,
means the date the manufacturer or vendor thereof sold as new the oldest of the
(i) compressor, (ii) natural gas driver and (iii) air cooler installed on such
Item of Equipment.

                  "Date of Overhaul" with respect to any Item of Equipment,
means the date Lessee or its designee completes a complete overhaul of such Item
of Equipment.

                  "Debt" shall mean, for any Person the sum of the following
(without duplication): (i) all obligations of such Person for borrowed money or
evidenced by bonds, debentures, notes or other similar instruments (including
principal, interest, fees and charges); (ii) all obligations of such Person
(whether contingent or otherwise) in respect of bankers' acceptances, letters of
credit, surety or other bonds and similar instruments; (iii) all obligations of
such Person to pay the deferred purchase price of Property or services (other
than for borrowed money); (iv) all Capital Lease Obligations in respect of which
such Person is liable (whether contingent or otherwise); (v) all Operating
Equipment Lease Obligations which require such Person or its Affiliate (Tranche
B) to make payments over the term of such lease; (vi) all Debt (as described in
the other clauses of this definition) and other obligations of others secured by
a Lien on any asset of such Person, whether or not such Debt is assumed by such
Person; (vii) all Debt (as described in the other clauses of this definition)
and other obligations of others guaranteed by such Person or in which such
Person otherwise assures a creditor against loss of the debtor or obligations of
others; (viii) all obligations or undertakings of such Person to maintain or
cause to be maintained the financial position or covenants of others or to
purchase the Debt or Property of others; (ix) obligations to deliver goods or
services in consideration of advance payments; (x) obligations to pay for goods
or services whether or not such goods or services are actually received or
utilized by such Person; (xi) any capital stock of such Person in which such
Person has a mandatory obligation to redeem such stock; (xii) any Debt of a
Special Entity for which such Person is liable

                                      -11-

<PAGE>

either by agreement or because of a Governmental Requirement; and (xiv) all net
obligations of such Person under Hedging Agreements.

                  "Deficiency" has the meaning set forth in Section 29.1 of the
Lease Agreement.

                  "Disqualified Capital Stock" means that portion of any
Person's Capital Stock which, by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable), or upon the happening
of any event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the sole option of the holder
thereof on or prior to the final maturity date of the Tranche A Notes, provided
that any Capital Stock that would not constitute Disqualified Capital Stock but
for provisions thereof giving holders thereof the right to require such Person
to repurchase or redeem such Capital Stock upon the occurrence of an "asset
sale" or "change of control" occurring prior to the stated maturity of the
Tranche A Notes shall not constitute Disqualified Capital Stock if the "asset
sale" or "change of control" provisions applicable to such Capital Stock are no
more favorable to the holders of such Capital Stock than the provisions
contained Section 9.2(c) and 9.2(i) of the Participation Agreement and such
Capital Stock specifically provides that such Person will not repurchase or
redeem any such stock pursuant to such provision prior to Lessor's repurchase of
Equipment from Lessee as required to be repurchased pursuant to such covenants.

                  "Dollar" means freely transferable, lawful money of the United
States.

                  "Domestic Subsidiary" means each Subsidiary of Lessee which is
not a Foreign Subsidiary.

                  "Early Purchase Option" means the Lessee's purchase rights
under Section 28.4.1 and 28.4.2 of the Lease Agreement.

                  "EBITDAR" shall mean, for any period, the sum of Consolidated
Net Income (Tranche B) for such period plus the following expenses or charges to
the extent deducted from Consolidated Net Income (Tranche B) in such period:
Total Interest Expense, taxes, depreciation, amortization and rental expense
excluding non-recurring charges. EBITDAR will be:

                  (a) adjusted on a pro forma basis (reasonably acceptable to
Administrative Agent) for future acquisitions and divestitures including
projected synergies;

                  (b) calculated utilizing annualized results for the period
from and including the Closing Date up to but excluding the applicable quarterly
determination date; and

                  (c) from and after April 1, 2002, and at all times thereafter,
calculated on a rolling four-quarter basis.

                  "Eligible Transferee" means and includes a commercial bank,
financial institution or other "accredited investor" (as defined in Regulation D
of the Securities Act) other than any such Person that is directly involved in a
Permitted Business.

                                      -12-

<PAGE>

                  "Environmental Claims" means any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, directives,
claims, liens, notices of noncompliance or violation, investigations or
proceedings relating in any way to any Environmental Law or any permit issued,
or any approval given, under any such Environmental Law (hereafter, "Claims"),
including, without limitation, (i) any and all Claims by governmental or
regulatory authorities for enforcement, cleanup, removal, response, remedial or
other actions or damages pursuant to any applicable Environmental Law, and (ii)
any and all Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief in connection
with alleged injury or threat of injury to health, safety or the environment due
to the presence of Hazardous Materials.

                  "Environmental Law" means any Federal, state, foreign or local
statute, law, rule, regulation, ordinance, code, guideline, written policy and
rule of common law now or hereafter in effect and in each case as amended, and
any judicial or administrative interpretation thereof, including any judicial or
administrative order, consent decree or judgment, relating to the environment,
employee health and safety or Hazardous Materials, including, without
limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, 33 U.S.C.
Section 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601
et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Safe Drinking
Water Act, 42 U.S.C. Section 3803 et seq.; the Oil Pollution Act of 1990, 33
U.S.C. Section 2701 et seq.; the Emergency Planning and the Community
Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Hazardous
Material Transportation Act, 49 U.S.C. Section 1801 et seq.; the Occupational
Safety and Health Act, 29 U.S.C. Section 651 et seq.; and any state and local or
foreign counterparts or equivalents, in each case as amended from time to time.

                  "Equipment" means the equipment described on the Schedules of
Equipment attached to the Lease Supplements and all related appliances, parts,
accessories, appurtenances, accessions, additions, improvements, replacements
and other equipment or components of any nature from time to time incorporated
or installed therein.

                  "Equity Administrative Agent" means Deutsche Bank AG, New
York Branch.

                  "Equity Certificate" has the meaning set forth in Section
17.1.3 of the Limited Partnership Agreement.

                  "Equity Commitment" means for each Limited Partner the Dollar
amount as of the most recent date set forth in Exhibit B to the Limited
Partnership Agreement below the term "Equity Commitment".

                  "Equity Component" for each Item of Equipment, means the
dollar amount of the Acquisition Cost financed by Limited Partners on the
Funding Date therefor, which amount shall be equal to 3.06352459% of such
Acquisition Cost.

                  "Equity Contribution" means the equity contribution made by
each Equity Participant to Lessor on any Funding Date, the aggregate of such
contributions to be equal to 3.06352459% of such Acquisition Cost of all Items
of Equipment purchased by Lessor on such Funding Date.

                                      -13-

<PAGE>

                  "Equity Margin" means 5.25% (525 basis points).

                  "Equity Offering" means an underwritten public offering or
private placement of Qualified Capital Stock of Lessee or Guarantor, subsequent
to the Closing Date.

                  "Equity Redemption Target" has the meaning set forth in
Section 28.4.3 of the Lease Agreement.

                  "Equity Yield" means the amounts accrued at the Applicable
Equity Rate on the outstanding balance of any Equity Contribution.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and the regulations promulgated thereunder. Section references
to ERISA are to ERISA, as in effect at the date of the Participation Agreement
and any subsequent provisions of ERISA, amendment thereof, supplemented thereto
or substituted therefor.

                  "ERISA Affiliate" shall mean each trade or business (whether
or not incorporated) which together with Lessee or any Subsidiary would be
deemed to be a "single employer" within the meaning of section 4001(b)(1) of
ERISA or subsections (b), (c), (m) or (o) of section 414 of the Code.

                  "ERISA Event" shall mean (i) a "Reportable Event" described in
Section 4043 of ERISA and the regulations issued thereunder, (ii) the withdrawal
of Lessee, any Subsidiary or any ERISA Affiliate from a Plan during a plan year
in which it was a "substantial employer" as defined in Section 4001(a)(2) of
ERISA, (iii) the filing of a notice of intent to terminate a Plan or the
treatment of a Plan amendment as a termination under Section 4041 of ERISA, (iv)
the institution of proceedings to terminate a Plan by the PBGC or (v) any other
event or condition which might constitute grounds under Section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer, any Plan.

                  "Eurodollar" means U.S. currency held in banks outside the
U.S. and used for settling international transactions.

                  "Event of Loss" with respect to any Item of Equipment means
(i) the loss of such Item of Equipment or any substantial part thereof, or (ii)
the loss of the use of such Item of Equipment due to theft or disappearance for
a period in excess of 45 days during the Term, or existing at the expiration or
earlier termination of the Term, or (iii) the destruction, damage beyond repair,
or rendition of such Item of Equipment or any substantial part thereof
permanently unfit for normal use for any reason whatsoever, or (iv) the
condemnation, confiscation, seizure, or requisition of use or title to such Item
of Equipment or any substantial part thereof by any Governmental Entity under
the power of eminent domain or otherwise beyond the earlier of fifteen (15) days
and the end of the Term.

                  "Excepted Liens" shall mean: (i) Liens for taxes, assessments
or other governmental charges or levies not yet due or which are being contested
in good faith by appropriate action and for which adequate reserves have been
maintained; (ii) Liens in connection with workmen's compensation, unemployment
insurance or other social security, old

                                      -14-

<PAGE>

age pension or public liability obligations not yet due or which are being
contested in good faith by appropriate action and for which adequate reserves
have been maintained in accordance with GAAP; (iii) operators', vendors',
carriers', warehousemen's, repairmen's, mechanics', workmen's, materialmen's,
construction or other like Liens arising by operation of law in the ordinary
course of business or statutory landlord's liens, each of which is in respect of
obligations that have not been outstanding more than 90 days or which are being
contested in good faith by appropriate proceedings and for which adequate
reserves have been maintained in accordance with GAAP; (iv) any Liens reserved
in leases or farmout agreements for rent or royalties and for compliance with
the terms of the farmout agreements or leases in the case of leasehold estates,
to the extent that any such Lien referred to in this clause does not materially
impair the use of the Property covered by such Lien for the purposes for which
such Property is held by Lessee or any Subsidiary or materially impair the value
of such Property subject thereto; (v) encumbrances (other than to secure the
payment of borrowed money or the deferred purchase price of Property or
services), easements, restrictions, servitudes, permits, conditions, covenants,
exceptions or reservations in any rights of way or other Property of Lessee or
any Subsidiary for the purpose of roads, pipelines, transmission lines,
transportation lines, distribution lines for the removal of gas, oil, coal or
other minerals or timber, and other like purposes, or for the joint or common
use of real estate, rights of way, facilities and equipment, and defects,
irregularities, zoning restrictions and deficiencies in title of any rights of
way or other Property which in the aggregate do not materially impair the use of
such rights of way or other Property for the purposes of which such rights of
way and other Property are held by Lessee or any Subsidiary or materially impair
the value of such Property subject thereto; (vi) deposits of cash or securities
to secure the performance of bids, trade contracts, leases, statutory
obligations and other obligations of a like nature incurred in the ordinary
course of business; and (vii) Liens permitted by the Security Instruments;
(viii) Liens arising out of fully bonded, judgment liens; and (ix) liens for
Lessor's title to property leased under Capital Leases.

                  "Excepted Payments" means (i) indemnity payments paid or
payable in favor of Lessor under the Operative Documents, (ii) proceeds of
public liability insurance (or government indemnities in lieu thereof) payable
to Lessor either pursuant to the Lease Agreement or the Participation Agreement
(which shall include proceeds of any self-insurance by Lessee) or maintained by
Lessee or Lessor and not required to be maintained under the Lease Agreement,
(iii) costs or expenses paid or payable by Lessee to, or for the benefit of
Lessor, (iv) where any amount payable to Lessor is expressed to be payable on an
After-Tax Basis, the increment to the underlying payment obligation arising by
virtue of the operation of the definition of "After-Tax Basis," (v) any payments
in respect of interest to the extent attributable to payments referred to in
clauses (i) through (iv) above and otherwise required to be paid thereon, and
(vi) the proceeds of enforcement of any right to receive the proceeds of any
amount referred to in clauses (i) through (v) above; provided, however, Excepted
Payments shall not include any Lease Payment or part thereof.

                  "Excepted Rights" means all rights of Lessor to receive, claim
or compromise Excepted Payments.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor statute or statutes thereto.

                                      -15-

<PAGE>

                  "Excluded Expenses" means fees and disbursements of counsel to
any party to the Operative Documents other than Lessor, Lessee, Lessor General
Partner, Guarantor or Indenture Trustee in connection with (a) the negotiation,
preparation, execution and delivery of the First Amended and Restated
Participation Agreement dated as of October __, 2001 or the other Operative
Documents dated the date thereof or executed in connection therewith or (b) the
issuance of any Tranche A Notes or the making of any Tranche B Loans; provided
however, "Excluded Expenses" shall not include fees or disbursements of counsel
in connection with the enforcement or collection of any Tranche A Notes or
Tranche B Loans or any amendments to the Operative Documents requested by
Lessor, Lessee, Lessor General Partner or Guarantor other than those amendments
described in clause (a).

                  "Fair Market Value" means, with respect to a calculation of
Fair Market Value under Section 9.2 of the Participation Agreement (and the
definitions related thereto) for any asset or property, the price which could be
negotiated in an arm's-length, free market transaction, for cash, between a
willing seller and a willing and able buyer, neither of whom is under undue
pressure or compulsion to complete the transaction which amount shall be
determined by the Board of Directors of Lessee acting in good faith and shall be
evidenced by a Board Resolution of the Board of Directors of Lessee delivered to
Indenture Trustee.

                  "Federal Funds Rate" means, for any day, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of one percent) equal to
the weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day, provided that (i) if the day for which such rate is to
be determined is not a Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (ii) if such rate is not so
published for any day which is a Business Day, the average of the quotations at
approximately 11:00 a.m. (New York time) for such day on such transactions
received by Agent from three federal funds brokers of recognized standing
selected by Agent.

                  "Financial Statements" shall mean the financial statement or
statements of Guarantor and its Consolidated Subsidiaries described or referred
to in Section 2.1(u) of the Participation Agreement.

                  "Financing Statements" means the Lessee Financing Statements
and the Lessor Financing Statements.

                  "Floating Lease Payment" means the Lease Payment payable
during the Term pursuant to Section 7.1.2 of the Lease Agreement.

                  "Floating Payment Date" means, with respect to any Item of
Equipment (i) in the case of any Item of Equipment the last day of each Floating
Payment Period or Tranche B Loan or Equity Contribution to finance such, as
elected by Lessee in accordance with Section 5 of the Participation Agreement,
in the case of any Tranche B Loan, as elected by Lessor in accordance with
Section 2.3.3 of the Tranche B Loan Agreement and in the case of any Equity
Contribution,

                                      -16-

<PAGE>

as elected by Lessor in accordance with Section 5.7 of the Limited Partnership
Agreement and (ii) the Termination Date therefor; provided, however, if Lessee
and Lessor elect a Floating Payment Period based on six-month LIBOR, the
calendar date in the third calendar month of such Floating Payment Period
corresponding to the first day of such period shall also be a Floating Payment
Date; provided further if such day is not a LIBOR Banking Day, then such
Floating Payment Date therefor shall be the next LIBOR Banking Day, provided
further, if such next LIBOR Banking Day would be in the next calendar month,
then such Floating Payment Date shall be the immediately preceding LIBOR Banking
Day.

                  "Floating Payment Period" means for each Item of Equipment
means the period commencing on the Funding Date for such Item of Equipment and
ending on the next Floating Payment Date for all other Items of Equipment and
thereafter each period elected by Lessee in accordance with Section 5 of the
Participation Agreement, for each Tranche B Loan, each period selected by Lessor
in accordance with Section 2.3.3 of the Tranche B Loan Agreement and for each
Equity Contribution, each period selected by Lessor in accordance with Section
5.7 of the Limited Partnership Agreement.

                  "Foreign Credit Facility" means any credit facility of a
Foreign Restricted Subsidiary.

                  "Foreign Credit Facility (Tranche B)" means any credit
facility of any Subsidiary of Lessee (i) whose jurisdiction of incorporation is
other than the United States of America, any state thereof, the District of
Columbia or any possession thereof and (ii) which derives substantially all of
it income from jurisdictions other than the United States of America.

                  "Foreign Pension Plan" means any plan, fund (including,
without limitation, any superannuation fund) or other similar program
established or maintained outside the United States of America by Guarantor or
any one or more of its Subsidiaries primarily for the benefit of employees of
Guarantor or such Subsidiaries residing outside the United States of America,
which plan, fund or other similar program provides, or results in, retirement
income, a deferral of income in contemplation of retirement or payments to be
made upon termination of employment, and which plan is not subject to ERISA or
the Code.

                  "Foreign Restricted Subsidiary" means any Restricted
Subsidiary of Lessee (i) whose jurisdiction of incorporation is other than the
United States of America, any state thereof, the District of Columbia or any
possession thereof and (ii) which derives substantially all of its income from
jurisdictions other than the United States of America.

                  "Foreign Subsidiary" means each Subsidiary of Lessee that is
incorporated under the laws of any jurisdiction other than the United States of
America, any State thereof, or any territory thereof.

                  "Funding Date" means each date on which Tranche A Notes are
issued and Tranche B Loans are made in accordance with the Operative Documents,
which date shall be a LIBOR Banking Day.
                                      -17-


<PAGE>

                  "Funding Escrow Agreement" means for each Funding Date the
Funding Escrow Agreement substantially in the form attached to the Participation
Agreement as Exhibit G, to be executed by Lessee, Lessor, Indenture Trustee,
purchasers or underwriters of the Tranche A Notes, Tranche B Lenders making
Tranche B Loans on such Funding Date, Administrative Agent and Collateral Agent.

                  "Funding Notice" means a Funding Notice and Instructions Re
Funds On Funding Date, substantially in the form of Exhibit C to the
Participation Agreement.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, which are in effect as of the
Closing Date, provided, however, that all reports and other financial
information provided by Lessee to Tranche A Noteholders or Indenture Trustee
shall be prepared in accordance with GAAP as in effect on the date of such
report or other financial information.

                  "Governmental Entity" means any Federal, state, municipal or
other governmental department, commission, board, bureau, agency, central bank
or instrumentality or any court, in each case whether of the United States or
any foreign country.

                  "Governmental Requirement" shall mean any law, statute, code,
ordinance, order, determination, rule, regulation, judgment, decree, injunction,
franchise, permit, certificate, license, authorization or other directive or
requirement (whether or not having the force of law), including, without
limitation, Environmental Laws, energy regulations and occupational, safety and
health standards or controls, of any Governmental Entity.

                  "GSI Acquisition" means the acquisition of Gas Services
International Ltd. and related entities including International Pumps and
Compressory Pts. Ltd. for consideration of approximately $21,000,000.

                  "Guaranteed Obligations" has the meaning set forth in Section
8 of the Participation Agreement.

                  "Guarantor" means Universal Compression Holdings, Inc., a
Delaware corporation.

                  "Guaranty Party" has the meaning set forth in Section 8 of the
Participation Agreement.

                  "Hazardous Materials" means (i) any petroleum or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, urea formaldehyde foam insulation, transformers or other equipment that
contain dielectric fluid containing levels of polychlorinated biphenyls, and
radon gas; (ii) any chemicals, materials or substances defined as or included in
the definition of "hazardous substances," "hazardous waste," "hazardous
materials," "extremely hazardous substances," "restricted hazardous waste,"
"toxic substances,"

                                      -18-

<PAGE>

"toxic pollutants," "contaminants," or "pollutants," or words of similar import,
under any applicable Environmental Law; and (iii) any other chemical, material
or substance, the Release of which is prohibited, limited or regulated by any
governmental authority.

                  "Hedging Agreements" shall mean any commodity, interest rate
or currency swap, cap, floor, collar, forward agreement or other exchange or
protection agreements or any option with respect to any such transaction.

                  "Indebtedness" means with respect to any Person, without
duplication, (i) all Obligations of such Person for borrowed money, (ii) all
Obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments, (iii) (A) all Capitalized Lease Obligations of such Person
and (B) all Obligations in respect of any Operating Lease Facility, (iv) all
Obligations of such Person issued or assumed as the deferred purchase price of
property (including any purchase price adjustment(s) related to the acquisition
of Tidewater Compression), all conditional sale obligations and all Obligations
under any title retention agreement (but excluding trade accounts payable and
other accrued liabilities arising in the ordinary course of business that are
not overdue by 120 days or more or are being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted), (v) all
Obligations of such Person for the reimbursement of any obligor on any letter of
credit, banker's acceptance or similar credit transaction, (vi) guarantees and
other contingent obligations in respect of Indebtedness of other Persons of the
type referred to in clauses (i) through (v) above and clause (viii) below to the
extent such Indebtedness is so guaranteed, (vii) all Obligations of any other
Person of the type referred to in clauses (i) through (vi) above which are
secured by any lien on any property or asset of such Person, the amount of such
Obligation being deemed to be the lesser of the fair market value of such
property or asset and the amount of the Obligation so secured, (viii) all
Obligations of such Person under Currency Agreements and Interest Swap
Obligations of such Person (other than effective hedging instruments designated
as such by such Person) and (ix) all Disqualified Capital Stock issued by such
Person with the amount of Indebtedness represented by such Disqualified Capital
Stock being equal to the greater of its voluntary or involuntary liquidation
preference and its maximum fixed repurchase price, but excluding accrued
dividends, if any. For purposes hereof, the "maximum fixed repurchase price" of
any Disqualified Capital Stock which does not have a fixed repurchase price
shall be calculated in accordance with the terms of such Disqualified Capital
Stock as if such Disqualified Capital Stock were purchased on any date on which
Indebtedness shall be required to be determined pursuant to the Indenture, and
if such price is based upon, or measured by, the fair market value of such
Disqualified Capital Stock, such fair market value shall be determined in good
faith by the Board of Directors of the issuer of such Disqualified Capital
Stock. The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and, with respect to contingent obligations, the maximum liability upon
the occurrence of the contingency giving rise to the obligation, provided that
(A) the amount outstanding at any time of any Indebtedness issued with original
issue discount is the original issue price of such indebtedness and (B)
"Indebtedness" shall not include any money borrowed and set aside, at the time
of the incurrence of related Indebtedness, to fund cash interest payments on
such related Indebtedness.

                                      -19-

<PAGE>

                  "Indemnifying Party" has the meaning set forth in Section
12.11 of the Participation Agreement.

                  "Indenture" means the Indenture Agreement dated as of February
9, 2001 among Lessor, Co-Obligor and Indenture Trustee.

                  "Indenture Trustee" means The Bank of New York and any
successor thereto appointed in accordance with the terms of the Indenture.
                  "Interest Coverage Ratio" shall mean the ratio of (i) EBITDAR
for the applicable Testing Period to (ii) Total Interest Expense for the
applicable Testing Period.

                  "Initial Fair Market Value" with respect to any Item of
Equipment, means the amount identified as the fair market value of such Item on
the Appraisal delivered to Lessor in accordance with Section 3.1(o) of the
Participation Agreement.

                  "Initial Purchaser" means each Underwriter and each purchaser
party to a Note Purchase Agreement.

                  "Interest Rate Protection Agreement" means any interest rate
swap agreement, interest rate cap agreement, interest collar agreement, interest
rate hedging agreement or other similar agreement or arrangement.

                  "Interest Swap Obligations" means the obligations of any
Person pursuant to any arrangement with any other Person, whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such other
Person calculated by applying a fixed or a floating rate of interest on the same
notional amount and shall include, without limitation, interest rate swaps,
caps, floors, collars and similar agreements.

                  "Investment" means, with respect to any Person, any direct or
indirect loan or other extension of credit (including, without limitation, a
guarantee) or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase or acquisition by such Person of any Capital
Stock, bonds, notes, debentures or other securities or evidences of Indebtedness
issued by, any Person. "Investment" shall exclude (i) extensions of trade credit
by Lessee and its Restricted Subsidiaries on commercially reasonable terms in
accordance with normal trade practices of Lessee or such Restricted Subsidiary,
as the case may be, and (ii) the acquisition of Capital Stock, securities or
other properties or assets by Lessee or any of its Restricted Subsidiaries for,
and to the extent of consideration consisting of Capital Stock of Lessee. For
the purposes of Section 9.2(b) of the Participation Agreement, (i) "Investment"
shall (A) include and be valued at the fair market value of the net assets of
any Restricted Subsidiary at the time that such Restricted Subsidiary is
designated an Unrestricted Subsidiary and (B) exclude the fair market value of
the net assets of any Unrestricted Subsidiary at the time that such Unrestricted
Subsidiary is designated a Restricted Subsidiary and (ii) the amount of any
Investment shall be

                                      -20-

<PAGE>

the original cost of such Investment plus the cost of all additional Investments
by Lessee or any of its Restricted Subsidiaries, without any adjustments for
increases or decreases in value, or write-ups, write-downs or write-offs with
respect to such Investment, reduced by the payment of dividends or distributions
in connection with such Investment or any other amounts received in respect of
such Investment; provided that no such payment of dividends or distributions or
receipt of any such other amounts shall reduce the amount of any Investment if
such payment of dividends or distributions or receipt of any such amounts would
be included in Consolidated Net Income. If Lessee or any Restricted Subsidiary
of Lessee sells or otherwise disposes of any Common Stock of any direct or
indirect Restricted Subsidiary of Lessee such that, after giving effect to any
such sale or disposition, Lessee no longer owns, directly or indirectly, greater
than 50% of the Common Stock of such Restricted Subsidiary, Lessee shall be
deemed to have made an investment on the date of such sale equal to the fair
market value of the Common Stock of such Restricted Subsidiary not sold or
disposed of.

                  "Investment (Tranche B)" means with respect to any Person, any
direct or indirect loan or other extension of credit (including, without
limitation, a guarantee) or capital contribution to (by means of any transfer of
cash or other property to others or any payment for property or services for the
account or use of others), or any purchase or acquisition by such Person of any
Capital Stock, bonds, notes, debentures or other securities or evidences of
Revolver Indebtedness issued by, any Person. Investment shall exclude extensions
of trade credit by Lessee and its Subsidiaries on commercially reasonable terms
in accordance with normal trade practices of Lessee or such Subsidiary, as the
case may be.

                  "Issue Date" means February 9, 2001.

                  "Item of Equipment" or "Item" means any of the items of
Equipment separately identified on any Schedule of Equipment attached to a Lease
Supplement other than those Items purchased pursuant to Section 28 of the Lease
Agreement or substituted pursuant to Section 13 of the Lease Agreement.

                  "Lease Agreement" means the Equipment Lease Agreement dated as
of February 9, 2001 between Lessee and Lessor and each Lease Supplement.

                  "Lease Default" means any event, action or condition which
with notice or lapse of time or both would constitute a Lease Event of Default.

                  "Lease Event of Default" has the meaning set forth in Section
23 of the Lease Agreement.

                  "Lease Payment" means each Semi-Annual Lease Payment, Floating
Lease Payment, any Lease Premium, any Deficiency, any end of term rent
adjustment payable in accordance with Section 29.2 or 29.4 of the Lease
Agreement and any payments due under Sections 28.2 or 28.4 of the Lease
Agreement.

                  "Lease Period" for each Item of Equipment means each
Semi-Annual Payment Period and each Floating Payment Period therefor.

                                      -21-

<PAGE>

                  "Lease Premium" means the Lease Payment payable on a Funding
Date pursuant to Section 7.1.3 of the Lease Agreement.

                  "Lease Supplement" means each Lease Supplement substantially
in the form attached to the Lease Agreement as Exhibit A, to be executed by
Lessor and Lessee on a Funding Date.

                  "Leasehold" of any Person means all the right, title and
interest of such Person as lessee or licensee in, to and under leases or
licenses of land, improvements and/or fixtures.

                  "Lessee" means Universal Compression, Inc., a Texas
corporation.

                  "Lessee Certificate" means a certificate by Lessee executed by
a Responsible Officer in the form of Exhibit B to the Participation Agreement.

                  "Lessee Collateral" has the meaning set forth in Section 9 of
the Lease Agreement.

                  "Lessee Financing Statement" means the financing statements
and any supplement or amendment thereto in form and substance reasonably
acceptable to Lessor and the Administrative Agent appropriately completed and
executed by Lessee for filing in each jurisdiction necessary or desirable (as
reasonably determined by Agent or Lessor) to perfect Lessor's interest in the
Lessee Collateral to the extent the Lease Agreement is a security agreement.

                  "Lessee Indemnified Person" means Lessor, Co-Obligor,
Indenture Trustee and each of their respective partners, shareholders, officers,
directors, contractors, employees, agents and servants.

                  "Lessee Maintenance Practices" means from time to time
Lessee's practices and policies with respect to the maintenance and servicing of
natural gas compressors owned, managed and leased by Lessee.

                  "Lessor" means BRL Universal Equipment 2001 A, L.P.

                  "Lessor Collateral" has the meaning set forth in Section 7.1
of the Participation Agreement.

                  "Lessor Financing Statements" means financing statements in
form and substance reasonably acceptable to the Administrative Agent and
appropriately completed and executed by Lessor for filing in each jurisdiction
necessary or desirable (as reasonably determined by the Administrative Agent) to
perfect a security interest in favor of the Collateral Agent in the Lessor
Collateral.

                  "Lessor General Partner" means BRL Universal Equipment
Management, Inc.

                  "Lessor Indemnified Person" means each of Indenture Trustee,
each Tranche A Noteholder, each Tranche B Lender, Administrative Agent and
Collateral Agent, and each of

                                      -22-

<PAGE>

their respective Affiliates, officers, directors, employees, beneficiaries,
stockholders, agents and servants.

                  "Lessor Indemnity Agreement" means the Indemnity and Security
Agreement dated as of February 9, 2001 among Lessor, each Limited Partner and
Equity Administrative Agent.

                  "Lessor Lien" means any Lien on or against any Item of
Equipment, the Lease Agreement, or Lessor's interest therein arising as a result
of (i) any claim against Lessor not resulting from the transactions contemplated
by the Operative Documents, (ii) any act or omission of Lessor which is not
required or expressly permitted by the Operative Documents or is in violation of
any of the terms of the Operative Documents, (iii) any claim against Lessor with
respect to Taxes or obligations of such Person against which Lessee is not
required to indemnify such Person pursuant to the Participation Agreement or the
other Operative Documents or (iv) any claim against Lessor arising out of any
transfer by Lessor of all or any portion of the interest of such Person in any
Item or the Operative Documents other than the transfer of interest in or
possession of such Item by such Person pursuant to and in accordance with the
Operative Documents or pursuant to the exercise of any remedy set forth in the
Operative Documents.

                  "Lessor Margin Letter" means the letter agreement dated as of
February 9, 2001 between Lessee, Lessor and Administrative Agent regarding the
amount to be paid by Lessee under clause (iii) of Section 7.1.2 of the Lease
Agreement.

                  "Letters of Credit" shall mean the letters of credit issued
pursuant to Section 2.01(b) of the Revolver and all reimbursement obligations
pertaining to any such letters of credit, and "Letter of Credit" shall mean any
one of the Letters of Credit and the reimbursement obligations pertaining
thereto and shall include Offshore Currency Letters of Credit.

                  "Liability Insurance" has the meaning set forth in Section 20
of the Lease Agreement.

                  "LIBOR Banking Day" means any day other than a day on which
banking institutions in New York, New York or London, England are authorized by
law to close.

                  "LIBOR Rate" means (i) the offered quotation to first-class
banks in the New York interbank Eurodollar market by Bankers Trust Company for
Dollar deposits of amounts in immediately available funds comparable to the
outstanding principal amount of the Tranche B Loans with maturities comparable
to the applicable Floating Payment Period applicable for such Tranche B Loans
commencing two LIBOR Banking Days thereafter as of 10:00 A.M. (New York time) on
the date which is two LIBOR Banking Days prior to the commencement of such
Floating Payment Period, divided (and rounded off to the nearest 1/16 of 1%) by
(ii) a percentage equal to 100% minus the then stated maximum rate of all
reserve requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves required by applicable law) applicable
to any member bank of the Federal Reserve System in respect of Eurocurrency
funding or liabilities as defined in Regulation D (or any

                                      -23-

<PAGE>

successor category of liabilities under Regulation D) in the case of both clause
(i) and clause (ii) as determined by Administrative Agent.

                  "Lien" means any lien, mortgage, deed of trust, pledge,
security interest, charge or encumbrance of any kind (including any conditional
sale or other title retention agreement, any lease in the nature thereof and any
agreement to give any security interest).

                  "Limited Event of Default" has the meaning provided in Section
17.6 of the Lease Agreement.

                  "Limited Partners" means Deutsche Bank AG, New York Branch,
First Union National Bank and any Eligible Transferee that is an assignee
thereof and any other Eligible Transferees who from time to time become party to
the Limited Partnership Agreement as Limited Partners in accordance with the
terms of the Limited Partnership Agreement.

                  "Limited Partnership Agreement" means that certain Amended and
Restated Limited Partnership Agreement of the Lessor, dated as of February 9,
2001.

                  "Limited Partnership Agreement Supplement" means the
supplement substantially in the form attached to the Limited Partnership
Agreement as Exhibit D to be delivered in accordance with the terms thereof.

                  "Loan Default" means an event, which with the giving of notice
or lapse of time or both, would become a Loan Event of Default.

                  "Loan Event of Default" means a Tranche A Event of Default or
a Tranche B Event of Default.

                  "Loss, Damage and Destruction" has the meaning set forth in
Section 19 of the Lease Agreement.

                  "Losses" has the meaning provided in Section 10.1 of the
Participation Agreement.

                  "Majority Tranche A Noteholders" means the Tranche A
Noteholders holding a majority in aggregate principal amount of the Tranche A
Notes then outstanding (as determined in accordance with the terms of the
Indenture).

                  "Majority Tranche B Lenders" means the Tranche B Lenders
holding more than fifty percent (50%) of the outstanding principal amount of the
Tranche B Notes.

                  "Makewhole" means, with respect to a Tranche A Note, an amount
equal to the greater of (i) 1.0% of the outstanding principal amount of such
Tranche A Note and (ii) the excess of (a) the present value of the remaining
interest, premium and principal payments due on such Tranche A Note as if such
Tranche A Note were redeemed on February 15, 2005, computed using a discount
rate equal to the Treasury Rate on such date plus 0.50%, over (b) the
outstanding principal amount of such Tranche A Note.
                                      -24-


<PAGE>

                  "Material Adverse Effect" means any material and adverse
effect on (i) the assets, liabilities, financial condition, business, operations
or affairs of Lessee, Guarantor and their Subsidiaries taken as a whole as
reflected in the Financial Statements or from the facts represented or warranted
in any Operative Documents and the Offering Memorandum prepared in connection
with the issuance of the Tranche A Notes as the case may be, or (ii) the ability
of Lessee, Guarantor and their Subsidiaries taken as a whole to carry out their
business as at the Closing Date or as proposed as of the Closing Date to be
conducted or meet their obligations under the Operative Documents, as the case
may be, on a timely basis.

                  "Material Adverse Effect (Tranche B)" means any material and
adverse effect on (i) the assets, liabilities, financial condition, business,
operations or affairs of Lessee, Guarantor and their Subsidiaries taken as a
whole as reflected in the Financial Statements or from the facts represented or
warranted in any Operative Documents and the Offering Memorandum prepared in
connection with the issuance of the Tranche A Notes, as the case may be, or (ii)
the ability of Lessee, Guarantor and their Subsidiaries taken as a whole to meet
their obligations under the Operative Documents, as the case may be, on a timely
basis.

                  "Maturity Date" for each Tranche A Note and each Tranche B
Loan means the earlier of (i) the last day of the Term for the Items of
Equipment financed with the proceeds of such Tranche A Note or Tranche B Loan
and (ii) the date on which such Tranche A Note or Tranche B Loan becomes due and
payable in accordance with the terms thereof.

                  "Maximum Acquisition Cost" for all Items of Equipment to be
acquired by Lessor and leased to Lessee under the Lease Agreement on any Funding
Date, means the amount identified as such on the Participation Agreement
Supplement for such Funding Date.

                  "Maximum Lessee Risk Amount" for any Item of Equipment on any
date of determination means an amount obtained by multiplying (i) the percentage
set forth as the "Maximum Lessee Risk Percentage" in the Lease Supplement for
such Item (which percentage will be the maximum amount permitted in order to
allow Lessee to get off balance sheet treatment for the Equipment (approximately
82%)) by (ii) the Acquisition Cost for such Item.

                  "Maximum Lessor Risk Amount" for any Item of Equipment on any
date of determination means an amount obtained by multiplying (i) the percentage
set forth as "Maximum Lessor Risk Percentage" in the Lease Supplement (which
percentage will be 100% less the Maximum Lessee Risk Amount) by (ii) the
Acquisition Cost for such Item.

                  "Merger" means the merger pursuant to that certain Agreement
and Plan of Merger dated as of October 23, 2000 among Enterra Compression
Company, WEUS Holding, Inc., Weatherford International, Inc., Guarantor and
Lessee, and related agreements.

                  "Moody's shall mean Moody's Investors Services, Inc.

                  "Multiemployer Plan" shall mean a Plan defined as such in
Section 3(37) or 4001(a)(3) of ERISA.

                                      -25-

<PAGE>

                  "Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents including payments in respect
of deferred payment obligations when received in the form of cash or Cash
Equivalents (other than the portion of any such deferred payment constituting
interest) received by Lessee or any of its Restricted Subsidiaries from such
Asset Sale net of (a) reasonable out-of-pocket expenses and fees relating to
such Asset Sale (including, without limitation, legal, accounting and investment
banking fees and sales or brokerage commissions), (b) net taxes paid or payable
as a result of such Asset Sale, (c) repayment of Indebtedness that is required
to be repaid in connection with such Asset Sale, (d) amounts required to be paid
to any Person (other than Lessee or any of its Restricted Subsidiaries) owning a
beneficial interest in the assets which are subject to such Asset Sale and (e)
appropriate amounts to be provided by Lessee or any Restricted Subsidiary, as
the case may be, as a reserve, in accordance with GAAP, against any liabilities
associated with such Asset Sale and retained by Lessee or any Restricted
Subsidiary, as the case may be, after such Asset Sale, including, without
limitation, pension and other post-employment benefit liabilities, liabilities
related to environmental matters and liabilities under any indemnification
obligations associated with such Asset Sale.

                  "Net Proceeds of Sale" means with respect to each Item of
Equipment sold by Lessor pursuant to Section 24(c) or 28.3 of the Lease
Agreement or sold by Lessor as referenced in Section 29.2 of the Lease
Agreement, the net amount of the proceeds of sale of such Item, after deducting
from the gross proceeds of such sale (i) all sales taxes and other taxes as may
be applicable to the sale or transfer of such Item, (ii) all fees, costs and
expenses of such sale reasonably incurred by Lessor or Lessee in the case of a
sale on the Termination Date or by Lessor in the case of a sale after the
Termination Date and (iii) any other amounts for which, if not paid, Lessor
would be liable as a result of such sale or which, if not paid, would constitute
a Lien on such Item.

                  "Net Proceeds Offer Trigger Date" has the meaning set forth in
Section 9.2(c) of the Participation Agreement.

                  "Net Proceeds Redemption Target" has the meaning set forth in
Section 28.4.3 of the Lease Agreement.

                  "9 7/8% Senior Discount Notes" means those certain unsecured 9
7/8% Senior Discount Notes due 2008, issued by Lessee pursuant to that certain
Indenture dated as of February 20, 1998, between TW Acquisition Corporation (now
known as Universal Compression, Inc.) and the United States Trust Company of New
York.

                  "Non-U.S. Person" means any Person that is not a U.S. Person.

                  "Note Purchase Agreement" means any note purchase agreement
executed and delivered by Lessor with respect to the sale of any Tranche A Notes
issued in accordance with the Indenture.

                  "Notice of Substitution" has the meaning set forth in Section
13(b) of the Lease Agreement.

                                      -26-

<PAGE>

                  "Obligations" means all obligations for principal, premium,
interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.

                  "Offshore Currency" shall mean any lawful currency (other than
Dollars) that the relevant Issuing Bank with respect to any Offshore Currency
Letter of Credit, in its sole reasonable opinion, at any time determines to be
(a) freely traded in the offshore interbank foreign exchange markets, (b) freely
transferable, and (c) freely convertible into Dollars.

                  "Offshore Currency Letter of Credit" shall mean any Letter of
Credit denominated in an Offshore Currency.

                  "Operating Equipment Lease" means, as to any Person, any asset
backed securitization transaction (other than the ABS Operating Lease Facility)
entered into for the purpose of financing gas compression equipment and any
operating lease transaction relating to gas compression equipment that is
treated as an operating lease for purposes of accounting in accordance with GAAP
but not for tax purposes.

                  "Operating Equipment Lease Facility" means each operating
lease transaction or asset backed securitization transaction (other than the ABS
Operating Lease Facility) contemplated by an Operating Equipment Lease,
including without limitation, the Lease Agreement.

                  "Operating Equipment Lease Obligations" shall mean, as to any
Person, all obligations of such Person as lessee under any Operating Equipment
Lease.

                  "Operating Lease Facility" means any operating lease
transaction entered into by Lessee or its Restricted Subsidiaries resulting in
the off-balance sheet financing of any Lessee's or such Restricted Subsidiary's
gas compression equipment.

                  "Operative Documents" means the Participation Agreement, each
Participation Agreement Supplement, Security Supplement, the Indenture, each
Note Purchase Agreement, each Underwriting Agreement, any Registration Rights
Agreement, the Tranche B Loan Agreement, the Tranche A Notes, the Tranche B
Notes, the Bills of Sale, the Funding Notices, the Lease Agreement, the Lease
Supplements, the Limited Partnership Agreement, the Quiet Enjoyment and
Indemnity Agreement (Tranche A), the Quiet Enjoyment and Indemnity Agreement
(Tranche B), the Funding Escrow Agreement, the Lessor Indemnity Agreement, the
Lessor Margin Letter, the Security Documents, and each other document identified
as an "Operative Document" in a Participation Agreement Supplement and in each
case, all exhibits and supplements thereto, in each case as amended and modified
from time to time.

                  "Optional Alteration" has the meaning set forth in Section
12(c) of the Lease Agreement.

                  "Original Participation Agreement" has the meaning set forth
in the recitals to the Participation Agreement.

                                      -27-

<PAGE>

                  "Other Hedging Agreement" means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
protect against the fluctuations in currency values.

                  "Overdue Rate" (i) with respect to any amount due any Tranche
A Noteholder means the Tranche A Rate applicable to such Person's Tranche A Note
plus two (2) percent (200 basis points), (ii) with respect to any amount due any
Tranche B Lender means the Applicable Tranche B Rate for such Lender's Tranche B
Loan at the time in effect plus two (2) percent (200 basis points) and (iii)
with respect to any amount due a Limited Partner means the Applicable Equity
Rate for such Limited Partner's Equity Contribution at the time in effect plus
two (2) percent (200 basis points).

                  "Participation Agreement" means the First Amended and Restated
Participation Agreement dated as of October __, 2001, among Lessee, Guarantor,
Lessor, Lessor General Partner, Indenture Trustee, Tranche B Lenders,
Administrative Agent and Collateral Agent.

                  "Participation Agreement Supplement" for each Funding Date
after the Closing Date means the Participation Agreement Supplement
substantially in the form attached to the Participation Agreement as Exhibit E
and sequentially numbered to be executed by the Lessee, Guarantor, Lessor, the
Tranche B Lenders who have committed to make a Tranche B Loan on such Funding
Date, the Indenture Trustee and consented to by the Administrative Agent.

                  "Payment Date" for the lease of each Item of Equipment each
Semi-Annual Payment Date and Floating Payment Date, for each Tranche A Note,
means each Semi-Annual Payment Date and for each Tranche B Loan and Equity
Contribution, means each Floating Payment Date.

                  "Payment Date Option Amount" has the meaning set forth in
Section 28.4 of the Lease Agreement.

                  "PBGC" means the Pension Benefit Guaranty Corporation or
established pursuant to Section 4002 of ERISA, or any successor thereto.

                  "Permitted Business" means the business in which Lessee is
engaged on the Closing Date and reasonable extensions thereof.


                  "Permitted Holder(s)" means (i) Weatherford and any Affiliate
of Weatherford and (ii) each of CHP and Castle Harlan Inc. and employees,
management, directors and Affiliates of the foregoing.

                  "Permitted Indebtedness" means, without duplication, each of
the following:

                  (i) Indebtedness under the Lease Agreement as in effect on the
Issue Date (which Lease Agreement will relate to Equipment with an appraised
fair market value of at least $427,000,000);

                                      -28-

<PAGE>

                  (ii) Indebtedness incurred pursuant to the Credit Agreement in
an aggregate principal amount at any time outstanding not to exceed (A)
$125,000,000 in the aggregate with respect to Indebtedness under the Revolving
Credit Loans, reduced by any required permanent repayments (which are
accompanied by a corresponding permanent commitment reduction) thereunder and
(B) under one or more any Foreign Credit Facilities, reduced by any required
permanent repayments thereof as a result of any asset sales, but not to exceed
$25,000,000 outstanding at any one time;

                  (iii) other Indebtedness of Lessee and its Restricted
Subsidiaries outstanding on the Issue Date reduced by the amount of any
scheduled amortization payments or mandatory prepayments when actually paid or
permanent reductions thereon;

                  (iv) Interest Swap Obligations of Lessee covering Indebtedness
of Lessee or any of its Restricted Subsidiaries and Interest Swap Obligations of
any Restricted Subsidiary of Lessee covering Indebtedness of such Restricted
Subsidiary and its Restricted Subsidiaries; provided, however, that such
Interest Swap Obligations are entered into to protect Lessee and its Restricted
Subsidiaries from fluctuations in interest rates on Indebtedness incurred in
accordance with Section 9.2(c) of the Participation Agreement to the extent the
notional principal amount of such Interest Swap Obligation does not exceed the
principal amount of the Indebtedness to which such Interest Swap Obligation
relates;

                  (v) Indebtedness under Currency Agreements; provided that in
the case of Currency Agreements which relate to Indebtedness, such Currency
Agreements do not increase the Indebtedness of Lessee and its Restricted
Subsidiaries outstanding other than as a result of fluctuations in foreign
currency exchange rates or by reason of fees, indemnities and compensation
payable thereunder;

                  (vi) Indebtedness of a Restricted Subsidiary of Lessee to
Lessee or to a Restricted Subsidiary of Lessee for so long as such Indebtedness
is held by Lessee or a Restricted Subsidiary of Lessee, in each case subject to
no Lien held by a Person other than Lessee or a Restricted Subsidiary of Lessee;
provided that if as of any date any Person other than Lessee or a Restricted
Subsidiary of Lessee owns or holds any such Indebtedness or holds a Lien, other
than a Tranche A Permitted Lien, in respect of such Indebtedness, such date
shall be deemed the incurrence of Indebtedness not constituting Permitted
Indebtedness by the issuer of such Indebtedness;

                  (vii) Indebtedness of Lessee to a Restricted Subsidiary of
Lessee for so long as such Indebtedness is held by a Restricted Subsidiary of
Lessee, in each case subject to no Lien, other than a Tranche A Permitted Lien;
provided that (a) any Indebtedness of Lessee to any Restricted Subsidiary of
Lessee is unsecured and subordinated, pursuant to a written agreement, to
Lessee's obligations under the Lease Agreement and (b) if as of any date any
Person other than a Restricted Subsidiary of Lessee owns or holds any such
Indebtedness or any Person, other than pursuant to the Credit Agreement, holds a
Lien in respect of such Indebtedness, such date shall be deemed the incurrence
of Indebtedness not constituting Permitted Indebtedness by Lessee;

                                      -29-

<PAGE>

                  (viii) Indebtedness arising from the honoring by a bank or
other financial institution of a check, draft or similar instrument
inadvertently (except in the case of daylight overdrafts) drawn against
insufficient funds in the ordinary course of business; provided, however, that
such Indebtedness is extinguished within three business days of incurrence;

                  (ix) Indebtedness of Lessee or any of its Restricted
Subsidiaries represented by letters of credit for the account of Lessee or such
Restricted Subsidiary, as the case may be, in order to provide security for
workers' compensation claims, payment obligations in connection with
self-insurance or similar requirements in the ordinary course of business;

                  (x) Indebtedness represented by Capitalized Lease Obligations
and Purchase Money Indebtedness of Lessee or Guarantor and their Restricted
Subsidiaries incurred in the ordinary course of business not to exceed
$20,000,000 at any one time outstanding;

                  (xi) Indebtedness (A) in respect of performance, surety or
appeal bonds or letters of credit provided in the ordinary course of business,
or (B) arising from agreements providing for indemnification, adjustment of
purchase price or similar obligations, or from guarantees or letters of credit,
surety bonds or performance bonds securing any such obligations of Lessee or any
of its Restricted Subsidiaries, in any case incurred in connection with the
disposition of any business, assets or Restricted Subsidiary of Lessee
(excluding herefrom any guarantees of Indebtedness incurred by any Person
acquiring all or any portion of such business, assets or Restricted Subsidiary
of Lessee for the purpose of financing such acquisition), in a principal amount
not to exceed the gross proceeds actually received by Lessee or any of its
Restricted Subsidiaries in connection with such disposition;

                  (xii) Indebtedness of Lessee or any of its Restricted
Subsidiaries, to the extent the net proceeds thereof are substantially
contemporaneously used to purchase Equipment from Lessor to fund (A) the
repurchase of Tranche A Notes tendered in a Change of Control Offer or (B) a
deposit to defease the Tranche A Notes;

                  (xiii) guarantees of Indebtedness of Lessee or any of its
Restricted Subsidiaries by any Restricted Subsidiary; and guarantees of
Indebtedness of any Restricted Subsidiary of Lessee by Lessee provided that such
Indebtedness is permitted by Section 9.2(a) of the Participation Agreement;

                  (xiv) Indebtedness of Lessee and its Restricted Subsidiaries
under the ABS Operating Lease Facility to the extent of the initial draw
thereunder on the issue date thereof and, thereafter, additional draws to the
extent that Lessee or its Restricted Subsidiaries apply the proceeds of such
draws to permanently repay Indebtedness of Lessee or its Restricted
Subsidiaries;

                  (xv) Refinancing Indebtedness; and

                  (xvi) additional Indebtedness of Lessee and its Restricted
Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any
one time outstanding.

                                      -30-

<PAGE>

                  "Permitted Investments" means (i) Investments by Lessee or any
Restricted Subsidiary of Lessee in any Person that is or will become immediately
after such Investment a Restricted Subsidiary of Lessee or that will merge or
consolidate into Lessee or a Restricted Subsidiary of Lessee; (ii) Investments
in Lessee by any Restricted Subsidiary of Lessee; provided that any Indebtedness
evidencing such Investment in Lessee is unsecured and subordinated, pursuant to
a written agreement, to Lessee's obligations under the Lease Agreement; (iii)
investments in cash and Cash Equivalents; (iv) loans and advances to employees
and officers of Lessee and its Restricted Subsidiaries in the ordinary course of
business for bona fide business purposes not in excess of $500,000 at any one
time outstanding; (v) Currency Agreements and Interest Swap Obligations entered
into in the ordinary course of Lessee's or its Restricted Subsidiaries'
businesses and otherwise in compliance with the Participation Agreement; (vi)
Investments in Unrestricted Subsidiaries and joint ventures not to exceed
$10,000,000 at any one time outstanding; (vii) Investments in securities of
trade creditors or customers received pursuant to any plan of reorganization or
similar arrangement upon the bankruptcy or insolvency of such trade creditors or
customers; (viii) Investments made by Lessee or its Restricted Subsidiaries as a
result of consideration received in connection with an Asset Sale made in
compliance with the Section 9.2(c) of the Participation Agreement; (ix) other
Investments not to exceed $10,000,000 at any one time outstanding and (x)
Investments existing on the Issue Date.

                  "Permitted Liens" means, as to any Item of Equipment (i) the
respective rights and interests of the parties under the Operative Documents as
provided in the Operative Documents (including any Lien created pursuant to or
expressly permitted by the terms of the Operative Documents), (ii) Liens for
Taxes that either are not yet due and payable or are being contested in good
faith, (iii) any Sublease, (iv) Liens arising by operation of law,
materialmen's, mechanics', workers', repairmen's, employees', carriers',
warehousemen's and other like Liens in connection with any alterations,
modifications or replacements to the extent permitted by Sections 12 and 13 of
the Lease Agreement for amounts that are not more than sixty (60) days past due
or are being diligently contested in good faith by appropriate proceedings, so
long as such proceedings satisfy the conditions for contest proceedings set
forth in Section 10 of the Participation Agreement, (v) Liens arising out of
judgments or awards with respect to which appeals or other proceedings for
review are being prosecuted in good faith and for the payment of which adequate
reserves have been provided as required by GAAP or other appropriate provisions
have been made, and (vi) Liens created by Lessee with the written consent of
Lessor and any Assignee.

                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint stock company,
trust, trustee(s) of a trust, unincorporated organization, or government or
Governmental Entity, agency or political subdivision thereof.

                  "Plan" means any pension plan as defined in Section 3(2) of
ERISA, which is maintained or contributed to by (or to which there is an
obligation to contribute of) Guarantor or a Subsidiary of Guarantor or an ERISA
Affiliate, and each such plan for the five year period immediately following the
latest date on which Guarantor, or a Subsidiary of Guarantor or an ERISA
Affiliate maintained, contributed to or had an obligation to contribute to such
plan.

                                      -31-

<PAGE>

                  "Preferred Stock" of any Person means any Capital Stock of
such Person that has preferential rights to any other Capital Stock of such
Person with respect to dividends or redemptions or upon liquidation.

                  "Premium" means, with respect to the Tranche A Notes, any
premium (including any Makewhole), payable upon an optional redemption of the
Tranche A Notes by Lessor (whether following an Equity Offering, a Change of
Control or otherwise), the premium payable pursuant to an offer to repurchase
Tranche A Notes upon the occurrence of a Change of Control, any amounts in
excess of the principal amount thereof payable upon acceleration of the Tranche
A Notes and, if applicable, such amount in excess of the aggregate principal
amount of the Tranche A Notes as may be necessary to be deposited by Lessor in
connection with either a covenant defeasance or a legal defeasance of the
Tranche A Notes under the Indenture.

                  "Projections" has the meaning set forth in Section 2.1(ii) of
the Participation Agreement.

                  "Property" shall mean any interest in any kind of property or
asset, whether real, personal or mixed, or tangible or intangible.

                  "Property Insurance" has the meaning set forth in Section 20
of the Lease Agreement.

                  "Purchase Date" has the meaning set forth in Section 28.4.4 of
the Lease Agreement.

                  "Purchase Money Debt" means Revolver Indebtedness, the
proceeds of which are used to finance the acquisition, construction or
improvement of inventory, equipment or other property in the ordinary course of
business.

                  "Purchase Money Indebtedness" means Indebtedness of Lessee and
its Restricted Subsidiaries incurred in the normal course of business for the
purpose of financing all or any part of the purchase price, or the cost of
installation, construction or improvement, of property or equipment.

                  "Purchase Option Amount" has the meaning set forth in Section
28.2 of the Lease Agreement.

                  "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Capital Stock.

                  "Quarterly Date" shall mean the last day of each March, June,
September and December, in each year, the first of which shall be March 31,
2001; provided, however, that if any such day is not a Business Day, such
Quarterly Date shall be the next succeeding Business Day.

                                      -32-

<PAGE>

                  "Quiet Enjoyment and Indemnity Agreement (Tranche A)" means
the Quiet Enjoyment and Indemnity Agreement dated February 9, 2001 among Lessee,
Indenture Trustee, Administrative Agent and Collateral Agent.

                  "Quiet Enjoyment and Indemnity Agreement (Tranche B)" means
the Quiet Enjoyment and Indemnity Agreement dated February 9, 2001 among Lessee,
Tranche B Lenders, Administrative Agent and Collateral Agent.

                  "Real Property" of any Person means all the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

                  "Redelivery Location" means, with respect to any Item of
Equipment that is to be returned by Lessee to Lessor, a location or locations
within the United States designated by Administrative Agent; provided that the
total number of Redelivery Locations shall not exceed four (4) locations.

                  "Redelivery Notice" has the meaning set forth in Section
28.3.1 of the Lease Agreement.

                  "Refinance" means, in respect of any security or Indebtedness,
to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire,
or to issue a security or Indebtedness in exchange or replacement for, such
security or Indebtedness in whole or in part. "Refinanced" and "Refinancing"
shall have correlative meanings.

                  "Refinancing Indebtedness" means any Refinancing by Lessee or
any Restricted Subsidiary of Lessee of Indebtedness incurred in accordance with
Section 9.2(a) of the Participation Agreement (other than pursuant to clause
(ii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi), (xii), (xiii) or (xvi) of
the definition of Permitted Indebtedness), in each case (other than Refinancing
Indebtedness incurred to Refinance all of the Tranche A Notes) that does not (1)
result in an increase in the aggregate principal amount of Indebtedness of such
Person as of the date of such proposed Refinancing (plus accrued interest and
plus the amount of any premium required to be paid under the terms of the
instrument governing such Indebtedness and plus the amount of reasonable fees,
expenses and other amounts payable by the Lessee or any of its Restricted
Subsidiaries in connection with such Refinancing) or (2) create Indebtedness
with (A) a Weighted Average Life to Maturity that is less than the Weighted
Average Life to Maturity of the Indebtedness being Refinanced or (B) a final
maturity earlier than the final maturity of the Indebtedness being Refinanced;
provided that if such Indebtedness being Refinanced is subordinate or junior to
Lessee's rental payment obligations under the Lease Agreement, then such
Refinancing Indebtedness shall be subordinate to Lessee's rental payment
obligations under the Lease at least to the same extent and in the same manner
as the Indebtedness being Refinanced.

                  "Register" has the meaning set forth in Section 11.8 of the
Participation Agreement.

                                      -33-

<PAGE>

                  "Registration Rights Agreement" means the Registration Rights
Agreement, if any, executed and delivered by Lessor, Co-Obligor, Lessee,
Guarantor and the Initial Purchaser party thereto relating to the issuance and
registration of Tranche A Notes.

                  "Regulation D" shall mean Regulation D of the Board of
Governors of the Federal Reserve System (or any successor), as the same may be
amended or supplemented from time to time.

                  "Remarketing Period" has the meaning set forth in Section
28.3.2 of the Lease Agreement.

                  "Replaced Equipment" has the meaning provided in Section 13(a)
of the Lease Agreement.

                  "Reportable Event" means an event described in Section 4043(c)
of ERISA with respect to a Plan that is subject to Title IV of ERISA other than
those events as to which the 30-day notice period is waived under PBGC
Regulation Section 4043.

                  "Required Alteration" has the meaning set forth in Section
12(b) of the Lease Agreement.

                  "Residual Value" means, for any Item of Equipment, the
estimated fair market value of such Item as of the Scheduled Termination Date
with consideration given to the effects of inflation or deflation measured from
the date on which such value is determined, assuming such Item is in good
condition and will continue to be maintained in good operating condition with
normal preventive maintenance, and assuming the market for used equipment of the
same nature on the Scheduled Termination Date will not reflect unusual
conditions of supply and demand.

                  "Responsible Officer" means, with respect to any Person, the
chief executive officer, the president, the chief financial officer, the chief
operating officer, the treasurer or the vice president for financial or legal
affairs of such Person, or in the case of any partnership, of any of such
Person's general partners.

                  "Restricted Subsidiary" of any Person means any Subsidiary of
such Person which at the time of determination is not an Unrestricted
Subsidiary.

                  "Revised Article 9" means Article 9 of the UCC as revised and
made effective on or after July 1, 2001, in any applicable jurisdiction in which
it has been enacted.

                  "Revolver" means the Revolving Credit Facility dated as of
February 9, 2001, between the Lessee, First Union Bank N.A. as Administrative
Agent (as defined therein) and the lenders that become a party thereto, and if
such agreement is no longer in effect, any other credit agreement or loan
agreement which provides Lessee directly or indirectly, with a primary source of
working capital borrowings and if no such credit agreement or loan agreement is
in effect, then such last credit agreement or loan agreement as in effect
immediately prior to its termination or expiration.

                                      -34-

<PAGE>

                  "Revolver Indebtedness" means (without duplication) any and
all amounts owing or to be owing by Lessee in connection with the Revolver and
the Letter of Credit Application under the Revolver, and any Hedging Agreements
now or hereafter arising between Lessee and any lender under the Revolver or any
Affiliate thereof and permitted by the terms of the Revolver and all renewals,
extensions and/or rearrangements of any of the foregoing.

                  "Revolving Credit Loans" means one or more revolving credit
facilities under the Credit Agreement.

                  "Sale and Leaseback Transaction" means any direct or indirect
arrangement with any Person or to which any such Person is a party, providing
for the leasing to Lessee or a Restricted Subsidiary of Lessee of any property,
whether owned by Lessee or any Restricted Subsidiary of Lessee at the Issue Date
or later acquired, which has been or is to be sold or transferred by Lessee or
such Restricted Subsidiary to such Person or to any other Person from whom funds
have been or are to be advanced by such Person on the security of such Property.

                  "Scheduled Termination Date" means February 15, 2008.

                  "SEC" shall mean the Securities and Exchange Commission or any
successor Governmental Entity.

                  "Secured Obligations" has the meaning set forth in Section 7.1
of the Participation Agreement.

                  "Secured Parties" means the Tranche A Noteholders and the
Tranche B Lenders.

                  "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

                  "Securitized Operating Lease Facility" means an Operating
Lease Facility pursuant to which the lessor thereunder receives, directly or
indirectly, the benefit of Liens on property or assets of Lessee or its
Restricted Subsidiaries other than the property subject to such leases, any
property or rights (including rights under subleases) relating to such leased
property and the equity interest of the lessee in any such lease.

                  "Security Documents" means the Participation Agreement, Lease
Agreement, Lease Supplement, Lessee Financing Statements and Lessor Financing
Statements.

                  "Security Instruments" shall mean the Letters of Credit, the
Fee Letter, the agreements or instruments described or referred to in Exhibit D
of the Revolver, and any and all other agreements or instruments now or
hereafter executed and delivered by Lessee or any other Person (other than
participation or similar agreements between any lender under the Revolver and
any other lender or creditor with respect to any Revolver Indebtedness pursuant
to the Revolver in connection with, or as security for the payment or
performance of the Lease Agreement, or the Revolver, or reimbursement
obligations under the Letters of Credit, as such agreements may be amended,
supplemented or restated from time to time.

                                      -35-

<PAGE>

                  "Security Supplement" for each Funding Date means the Security
Supplement substantially in the form attached to the Participation Agreement as
Exhibit F and sequentially numbered executed by Lessor and Collateral Agent.

                  "Seller" means with respect to each Item of Equipment,
whichever of Lessee, or other Person identified as a "Seller" of such Item on
the related Participation Agreement Supplement or in the case of the first
Funding Date, the Persons identified in the definition of "Seller" in Appendix A
to the Original Participation Agreement.

                  "Semi-Annual Lease Payment" means the Lease Payment payable
during the Term pursuant to Section 7.1.1 of the Lease Agreement.

                  "Semi-Annual Payment Date" means each February 15 and August
15 during the Term commencing with August 15, 2001, the Termination Date and
Maturity Date; provided, however, if any such calendar date is not a Business
Day, then the Semi-Annual Payment Date shall be the next Business Day.

                  "Semi-Annual Payment Period" means initially the period from
and including the Closing Date to but excluding the next Semi-Annual Payment
Date and thereafter each six month period from and including the last
Semi-Annual Payment Date to but excluding the next Semi-Annual Payment Date.

                  "Senior Discount Notes" means the 9-7/8% Senior Discount
Notes due February 15, 2008 issued by Lessee.

                  "Significant Subsidiary" with respect to any Person, means any
Restricted Subsidiary of such Person that satisfies the criteria for a
"significant subsidiary" set forth in Rule 1.02(w) of Regulation S-X under the
Securities Act.

                  "Similar Type" means, with respect to any Item of Equipment
with (i) a horsepower rating of less than 100, a natural gas compressor with any
horsepower rating, (ii) a horsepower rating of 100 or more but less than 200, a
natural gas compressor with a horsepower rating of 100 or more, (iii) a
horsepower rating of 300 or more but less than 600, a natural gas compressor
with a horsepower rating of 300 or more, (iv) a horsepower rating of 600 or more
but less than 1000, a natural gas compressor with a horsepower rating of 600 or
more and (v) a horsepower rating of 1000 or more, a natural gas compressor with
a horsepower rating of 1000 or more.

                  "Special Entity" means any joint venture, limited liability
company or partnership, general or limited partnership or any other type of
partnership or company other than a corporation in which the Lessee or one or
more of its other Subsidiaries is a member, owner, partner or joint venturer and
owns, directly or indirectly, at least a majority of the equity of such entity
or controls such entity, but excluding any tax partnerships that are not
classified as partnerships under state law. For purposes of this definition, any
Person which owns directly or indirectly an equity investment in another Person
which allows the first Person to manage or

                                      -36-

<PAGE>

elect managers who manage the normal activities of such second Person will be
deemed to "control" such second Person (e.g. a sole general partner controls a
limited partnership).

                  "Subject Item" has the meaning set forth in Section 3.1 of the
Participation Agreement.

                  "Sublease" has the meaning set forth in Section 17 of the
Lease Agreement.

                  "Sublessee" has the meaning set forth in Section 17 of the
Lease Agreement.

                  "Subsidiary" means, with respect to any Person, (i) any
corporation of which the outstanding Capital Stock having at least a majority of
the votes entitled to be cast in the election of directors under ordinary
circumstances shall at the time be owned, directly or indirectly, by such Person
or (ii) any other Person of which at least a majority of the voting interest
under ordinary circumstances is at the time, directly or indirectly, owned by
such Person.

                  "Substitution Date" has the meaning set forth in Section 13(a)
of the Lease Agreement.

                  "Supplemental Payments" means all amounts, liabilities and
obligations which Lessee assumes or agrees to pay under the Operative Documents.

                  "S&P" shall mean Standard & Poors Ratings Group, a division of
The McGraw-Hill Companies, Inc.

                  "Tax Sharing Agreement" means the tax sharing agreement
between Lessee and Guarantor as in effect on the date hereof, and as thereafter
modified in any way not adverse to Lessee or the Tranche A Noteholders.

                  "Taxes" has the meaning set forth in Section 10.3.1 of the
Participation Agreement.

                  "Term" for each Item of Equipment means the period from and
including the Funding Date therefor and ending on the Termination Date therefor.

                  "Termination Date" for each Item of Equipment means the
earliest of (i) the Scheduled Termination Date, and (ii) if the Lessee exercises
its early transfer option pursuant to Section 28.4 of the Lease Agreement, the
applicable Floating Payment Date so elected by Lessee.

                  "Testing Period" shall mean (a) for any determination made
during the period from and including Closing Date through fiscal quarter ending
March 31, 2002, a single period consisting of the fiscal quarter of Lessee last
ended, utilizing annualized results for the period from and including the
Closing Date through such fiscal quarter end, and (b) for any determination made
from and including April 1, 2002, and at all times thereafter, a single period
consisting of the four consecutive fiscal quarters of Lessee then last ended
(whether or not such quarters are all within the same fiscal year); provided,
however, that if a particular provision of the Revolver indicates that a Testing
Period shall be a different specified duration, such Testing


                                      -37-

<PAGE>

Period shall consist of the particular fiscal quarter or quarters then last
ended which are so indicated in such provision.

                  "TIA" means the Trust Indenture Act of 1939, as amended.

                  "Tidewater Compression" means Tidewater Compression Service,
Inc.

                  "Total Debt" shall mean, at any time (without duplication),
the sum of (i) 100% of Debt reflected on the balance sheet of Lessee in
accordance with GAAP, plus (ii) 82% of any amount funded (Debt and equity) under
Operating Equipment Lease Facilities including the Lease Agreement, plus (iii)
85% of any amount funded (Debt and equity) in connection with the ABS Operating
Equipment Lease Facility.

                  "Total Interest Expense" shall mean, for any period, the total
consolidated cash interest expense net of cash interest income of Lessee and its
Consolidated Subsidiaries for such period (including, without limitation, the
cash equivalent of the interest expense associated with Capital Lease
Obligations and all interest paid on the 9 7/8% Senior Discount Notes but
excluding (i) upfront fees paid in connection with the Lease Agreement, the ABS
Facility or Revolver , (ii) Debt or lease issuance costs which have to be
amortized, (iii) lease payments on any office equipment or real property and
(iv) any principal components paid on all lease payments) plus rental payments
made in connection with Operating Equipment Lease Obligations and the ABS
Facility (excluding any principal amortization components).

                  "Total Leverage Ratio" means the ratio of Total Debt to
EBITDAR.

                  "Tranche A Component" for each Item of Equipment means the
dollar amount of the Acquisition Cost of such Item financed by Tranche A
Noteholders on the Funding Date therefor, which amount shall be equal to the
Maximum Lessee Risk Amount for such Item.

                  "Tranche A Noteholders" means the holders of the Tranche A
Notes.

                  "Tranche A Notes" means the senior secured notes issued
pursuant to the terms of the Indenture.

                  "Tranche A Default" means an event or condition the occurrence
of which is, or with the lapse of time or the giving of notice of both would be
a Tranche A Event of Default.

                  "Tranche A Discount" means with respect to any Funding Date,
the amount, if any, by which the principal amount of the Tranche A Notes issued
on such Funding Date exceeds the proceeds (other than Accrued Interest Premium)
received by Lessor from the issuance of such Tranche A Notes.

                  "Tranche A Event of Default" has the meaning set forth in
Section 5.01 of the Indenture.

                  "Tranche A Permitted Liens" means the following types of
Liens:

                                      -38-

<PAGE>

                  (i) Liens for taxes, assessments or governmental charges or
claims either (a) not delinquent or (b) being contested in good faith by
appropriate proceedings and as to which Lessee or its Restricted Subsidiaries
shall have set aside on its books such reserves as may be required pursuant to
GAAP;

                  (ii) statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens
imposed by law incurred in the ordinary course of business for sums not yet
delinquent or being contested in good faith, if such reserve or other
appropriate provision, if any, as shall be required by GAAP shall have been made
in respect thereof;

                  (iii) Liens incurred or deposits made in the ordinary course
of business in connection with workers' compensation, unemployment insurance and
other types of social security, including any Lien securing letters of credit
issued in the ordinary course of business consistent with past practice in
connection therewith, or to secure the performance of tenders, statutory
obligations, surety and appeal bonds, bids, leases, government contracts,
performance and return-of-money bonds and other similar obligations (exclusive
of obligations for the payment of borrowed money);

                  (iv) Liens arising by reason of any judgment, decree or order
of any court but not giving rise to a Lease Event of Default so long as such
Lien is adequately bonded and any appropriate legal proceedings which may have
been duly initiated for the review of such judgment, decree or order shall not
have been finally terminated or the period within which such proceedings may be
initiated shall not have expired;

                  (v) easements, rights-of-way, zoning restrictions and other
similar charges or encumbrances in respect of real property not interfering in
any material respect with the ordinary conduct of the business of Lessee or any
of its Restricted Subsidiaries;

                  (vi) Liens representing the interest or title of a lessor
under any Capitalized Lease; provided that such Liens do not extend to any
property or assets which is not leased property subject to such Capitalized
Lease;

                  (vii) Liens upon specific items of inventory or other goods
and proceeds of Lessee or any of its Restricted Subsidiaries securing such
Person's obligations in respect of bankers' acceptances issued or created for
the account of such Person to facilitate the purchase, shipment or storage of
such inventory or other goods;

                  (viii) Liens securing reimbursement obligations with respect
to letters of credit which encumber documents and other property relating to
such letters of credit and products and proceeds thereof;

                  (ix) Liens encumbering deposits made to secure obligations
arising from statutory, regulatory, contractual, or warranty requirements of
Lessee or any of their Restricted Subsidiaries, including rights of offset and
set-off;

                                      -39-

<PAGE>

                  (x) Liens securing Interest Swap Obligations which Interest
Swap Obligations relate to Indebtedness that is otherwise permitted under the
Participation Agreement;

                  (xi) Liens securing Capitalized Lease Obligations and Purchase
Money Indebtedness permitted pursuant to Section 9.2(a) of the Participation
Agreement; provided, however, that in the case of Purchase Money Indebtedness
(A) the Indebtedness shall not exceed the cost of such property or assets and
shall not be secured by any property or assets of Lessee or any Restricted
Subsidiary of Lessee other than the property and assets so acquired or
constructed and (B) the Lien securing such Indebtedness shall be created within
180 days of such acquisition or construction or, in the case of a refinancing of
any Purchase Money Indebtedness, within 180 days of such refinancing;

                  (xii) Liens securing Indebtedness under Currency Agreements;
and

                  (xiii) Liens securing Acquired Indebtedness incurred in
accordance with the Section 9.2(a) of the Participation Agreement; provided that
(A) such Liens secured such Acquired Indebtedness at the time of and prior to
the incurrence of such Acquired Indebtedness by Lessee or a Restricted
Subsidiary of Lessee and were not granted in connection with, or in anticipation
of, the incurrence of such Acquired Indebtedness by Lessee or a Restricted
Subsidiary of Lessee and (B) such Liens do not extend to or cover any property
or assets of Lessee or of any of its Restricted Subsidiaries other than the
property or assets that secured the Acquired Indebtedness prior to the time such
Indebtedness became Acquired Indebtedness of Lessee or a Restricted Subsidiary
of Lessee.

                  "Tranche A Premium" means with respect to any Funding Date,
any proceeds other than Accrued Interest Premium from the issuance of any
Tranche A Notes on such Funding Date received by Lessor or BRL Universal
Equipment Corp. in excess of the principal amount of such Tranche A Notes.

                  "Tranche A Rate" means for any Tranche A Note the interest
rate set forth on such Tranche A Note.

                  "Tranche B Commitment" for the first Funding Date, has the
meaning set forth in the definition of "Tranche B Commitment" in Appendix A to
the Original Participation Agreement and for each Tranche B Lender on any
Funding Date thereafter means the Dollar amount set forth for such Lender in the
related Participation Agreement Supplement.

                  "Tranche B Component" for each Item of Equipment, means the
dollar amount of the Acquisition Cost of such Item financed by Tranche B Lenders
on the Funding Date therefor, which amount shall be equal to a pro rata portion
(based on the Initial Fair Market Value of such Item and the aggregate Initial
Fair Market Values of all Equipment first being leased under the Lease Agreement
on such Funding Date) of the aggregate principal balances of the Tranche B Loans
made on such Funding Date.

                  "Tranche B Default" means an event, which with the giving of
notice or lapse of time or both, would become a Tranche B Event of Default.

                                      -40-

<PAGE>

                  "Tranche B Event of Default" has the meaning set forth in
Section 5.1 of the Tranche B Loan Agreement.

                  "Tranche B Lenders" means First Union National Bank, Bank One,
NA, The Bank of Nova Scotia, Citadel Hill 2000 Ltd., Natexis Banques Populaires,
Landmark CDO Limited, CSAM Funding I, First Dominion Funding I and First
Dominion Funding II and any Eligible Transferee that is an assignee thereof and
any other Eligible Transferee who from time to time becomes a party to the
Participation Agreement and Tranche B Loan Agreement as a Tranche B Lender in
accordance with the terms thereof.

                  "Tranche B Loan" has the meaning set forth in Section 4.1 of
the Participation Agreement.

                  "Tranche B Loan Agreement" means the Tranche B Loan Agreement,
dated as of February 9, 2001, among Lessor, the Administrative Agent, the
Collateral Agent and the Tranche B Lenders as amended by the First Amendment to
Tranche B Loan Agreement dated September __, 2001.

                  "Tranche B Margin" means 3.25% (325 basis points).

                  "Tranche B Note" has the meaning set forth in Section 2.2 of
the Tranche B Loan Agreement.

                  "Treasury Rate" for any date, means the yield to maturity at
the time of computation of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
(2) business days prior to the date the redemption is effected pursuant to
Section 3.03(c) of the Revolver (the "Change of Control Redemption Date") (or,
if such Statistical Release is no longer published, any publicly available
source or similar market date) most nearly equal to the period from the Change
of Control Redemption Date to February 15, 2005; provided, however, that if the
period from the Change of Control Redemption Date to February 15, 2005 is not
equal to the constant maturity of a United States Treasury security for which a
weekly average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are
given except that if the period from Change of Control Redemption Date to
February 15, 2005 is less than one year, the weekly average yield on actually
traded United States Treasury securities adjusted to a constant maturity of one
year shall be used.

                  "UCC" means the Uniform Commercial Code, as in effect in any
applicable jurisdiction.

                  "UCO Compression LLC" shall mean UCO Compression LLC, a
Delaware limited liability company, which is the bankruptcy remote, special
purpose, wholly-owned Subsidiary of Lessee created to own and lease gas
compression equipment in conjunction with the ABS Operating Lease Facility.

                                      -41-

<PAGE>

                  "Underwriter" means each underwriter party to an Underwriting
Agreement.

                  "Underwriting Agreement" means any underwriting agreement
executed and delivered by Lessor with respect to the issuance of any Tranche A
Notes in accordance with the Indenture.

                  "Unfunded Current Liability" of any Plan means the amount, if
any, by which the value of the accumulated plan benefits under the Plan
determined on a plan termination basis in accordance with actuarial assumptions
at such time consistent with those prescribed by the PBGC for purposes of
Section 4044 of ERISA, exceeds the fair market value of all plan assets
allocable to such liabilities under Title IV of ERISA (excluding any accrued but
unpaid contributions).

                  "Unrestricted Subsidiary" of Lessee means (i) any Subsidiary
of Lessee that at the time of determination shall be or continue to be
designated an Unrestricted Subsidiary by the Board of Directors of Lessee in the
manner provided below and (ii) any Subsidiary of an Unrestricted Subsidiary. The
Board of Directors of Lessee may designate any Subsidiary (including any newly
acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless
such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any
property of, Lessee or any other Subsidiary of Lessee that is not a Subsidiary
of the Subsidiary to be so designated; provided that (x) Lessee certifies to
Indenture Trustee that such designation complies with Section 9.2(b) of the
Participation Agreement and (y) each Subsidiary to be so designated and each of
its Subsidiaries has not at the time of designation, and does not thereafter,
create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable with respect to any Indebtedness pursuant to which the lender
has recourse to any of the assets of Lessee or any of its Restricted
Subsidiaries. The Board of Directors may designate any Unrestricted Subsidiary
to be a Restricted Subsidiary only if (x) immediately after giving effect to
such designation, Lessee is able to incur at least $1.00 of additional
Indebtedness (other than Permitted Indebtedness) in compliance with Section
9.2(a) of the Participation Agreement and (y) immediately before and immediately
after giving effect to such designation, no Tranche A Default or Tranche A Event
of Default shall have occurred and be continuing. Any such designation by the
Board of Directors shall be evidenced to Indenture Trustee by promptly filing
with Indenture Trustee a copy of the Board Resolution giving effect to such
designation and an officers' certificate certifying that such designation
complied with the foregoing provisions.

                  "U.S. Person" has the meaning set forth in Section 7701(a)(30)
 of the Code.

                  "Weatherford Transition Services Agreement" means the
agreement dated as of the Closing Date between Weatherford International Inc.
and Weatherford Global Compression Services, L.P. related to the provision of
transition services by Weatherford to Lessee.

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding aggregate principal amount of such Indebtedness into (b) the sum of
the total of the products obtained by multiplying (i) the amount of each then
remaining installment, sinking fund, serial maturity or other required payment
of principal, including payment at final maturity, in respect thereof, by (ii)
the number

                                      -42-

<PAGE>

of years (calculated to the nearest one-twelfth) which will elapse between such
date and the making of such payment.

                  "Wholly Owned Restricted Subsidiary" of any Person means any
Restricted Subsidiary of such Person of which all the outstanding voting
securities (other than directors' qualifying shares or an immaterial amount of
shares required to be owned by other Persons, in each case pursuant to
applicable law) are owned by such Person or any Wholly Owned Restricted
Subsidiary of such Person.

                  When used in any Operative Document the words "this
Agreement", "herein", "hereunder", "hereof" or other like words mean and include
such Operative Document and each amendment and supplement thereto (including,
without limitation, with respect to the Lease Agreement, each Lease Supplement
and with respect to the Participation Agreement, each Participation Agreement
Supplement and Security Supplement). Each of the Operative Documents is the
result of arm's-length negotiations among, and has been review by, each party
thereto and its counsel. Accordingly, each of the Operative Documents shall be
deemed to be the product of each of the parties thereto, and no ambiguity shall
be construed in favor of or against any party. Headings in the Operative
Documents are for convenience of reference only and are not part of the
substance thereof. All references to sections, schedules and exhibits in any
Operative Document are to sections, schedules and exhibits in or to such
Operative Document unless otherwise specified. Unless otherwise specified
herein, all accounting terms used herein shall be interpreted, all accounting
determinations hereunder shall be made, and all financial statements required to
be delivered hereunder shall be prepared in accordance with United States
generally accepted accounting principles as in effect from time to time, applied
on a basis consistent (except for changes concurred in by Guarantor's
independent public accountants) with the then most recent audited consolidated
financial statements of Guarantor and its Consolidated Subsidiaries provided
that, if either (i) Guarantor notifies Administrative Agent that Guarantor
wishes to eliminate the effect of any change in generally accepted accounting
principles on the operation of any covenant contained in the Participation
Agreement or (ii) Administrative Agent notifies Guarantor that it wishes to
effect such an elimination, then Guarantor's compliance with such covenant shall
be determined on the basis of generally accepted accounting principles in effect
immediately before the relevant change in generally accepted accounting
principles becomes effective, until either (A) such notice is withdrawn by the
party giving such notice or (B) such covenant is amended in a manner
satisfactory to Guarantor and Administrative Agent to reflect such change in
generally accepted accounting principles. All calculations of interest, fees and
other amounts for any period shall include the first day of such period and
exclude the last day of such period unless otherwise specified. All words
importing any gender shall be deemed to include the other gender. All references
to statutes are to be construed as including all statutory provisions
consolidating, amending or replacing the statute referred to. Unless otherwise
specified, references to agreements and other contractual instruments shall be
deemed to include all subsequent amendments, modifications and supplements
thereto, and references to any Person shall be deemed to include all successors
and permitted assigns of such Person.



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