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>
<CAPTION>
                                      TABLE OF CONTENTS
                                      -----------------


                                                                                         Page
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<S>                                                                                        <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. . . . . . . . . . . . . . . . . . . . . . .  22

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
      7.4     Other Security. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27


                                      (i)
<PAGE>
                                                                                         Page
                                                                                         ----

      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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
      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    Accrued Interest Premium. . . . . . . . . . . . . . . . . . . . . . . . . .  34
      7.18    Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35

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

9     Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37

      9.1     Lessor and Lessor General Partner Covenants . . . . . . . . . . . . . . . .  37
      9.2     Lessee Covenants for the Benefit of Indenture Trustee and Tranche A
              Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
      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 . . . . . . . . . . . . . . . . . . . . . . .  59

10    Indemnities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59

      10.1    Lessee General Indemnification. . . . . . . . . . . . . . . . . . . . . . .  59
      10.2    Exceptions to Lessee's General Indemnification. . . . . . . . . . . . . . .  61
      10.3    Tax Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
              10.3.1     General Indemnity. . . . . . . . . . . . . . . . . . . . . . . .  61
              10.3.2     Exceptions to Tax Indemnity. . . . . . . . . . . . . . . . . . .  62


                                      -2-
<PAGE>
                                                                                         Page
                                                                                         ----

              10.3.3     Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . .  63
              10.3.4     Tax Filings. . . . . . . . . . . . . . . . . . . . . . . . . . .  64
              10.3.5     Withholdings . . . . . . . . . . . . . . . . . . . . . . . . . .  64
              10.3.6     Tax Contests . . . . . . . . . . . . . . . . . . . . . . . . . .  65
              10.3.7     Special Tax Indemnity. . . . . . . . . . . . . . . . . . . . . .  67
      10.4    Increased Costs, Illegality, etc. . . . . . . . . . . . . . . . . . . . . .  67
      10.5    Lessee Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
      10.6    Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67

11    Administrative Agent and Collateral Agent . . . . . . . . . . . . . . . . . . . . .  68

      11.1    Authorization and Action of Administrative Agent. . . . . . . . . . . . . .  68
      11.2    Delegation of Duties. . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
      11.3    Agent's Reliance, etc . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
      11.4    Administrative Agent, Collateral Agent and Affiliates . . . . . . . . . . .  70
      11.5    Credit Decisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
      11.6    Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
      11.7    Successor Administrative Agent and Collateral Agent; Termination of Agency.  71
      11.8    Registration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72

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. . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
      12.4    Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76
      12.5    Interests in the Equipment. . . . . . . . . . . . . . . . . . . . . . . . .  78
      12.6    Descriptive Headings, etc . . . . . . . . . . . . . . . . . . . . . . . . .  79
      12.7    Benefit of Agreement; Assignment. . . . . . . . . . . . . . . . . . . . . .  79
      12.8    Execution and Effectiveness . . . . . . . . . . . . . . . . . . . . . . . .  81
      12.9    Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82
      12.10   Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82
      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  f 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").
                                    ----------------


                              W I T N E S S E T H:
                              - - - - - - - - - --

          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


                                      -2-
<PAGE>
applicable  bankruptcy, insolvency, reorganization, moratorium or other similar
laws  generally  affecting  creditors'  rights  and  by  equitable  principles
(regard-less  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 (i) either a civil penalty assessed


                                      -5-
<PAGE>
     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 cur-rent 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 con-tributes 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 such


                                      -8-
<PAGE>
     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


                                      -9-
<PAGE>
its  coverage  been  limited  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
enforce-ability  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 other instrument


                                      -14-
<PAGE>
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 NOTE-HOLDER, 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 MIS-CONDUCT 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 Item") and subject it to the Lease
                                      ------------


                                      -16-
<PAGE>
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


                                      -17-
<PAGE>
certificate  of  incorporation  and  by-laws, each certified by 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


                                      -19-
<PAGE>
security  interest  granted  under 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


                                      -20-
<PAGE>
certificate  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 any


                                      -21-
<PAGE>
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


                                      -22-
<PAGE>
the  related Participation 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 Payment Date,


                                      -23-
<PAGE>
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  Payments, Supplemental


                                      -25-
<PAGE>
     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  fore-going  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 duty upon


                                      -27-
<PAGE>
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
here-under,  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


                                      -28-
<PAGE>
due  under Section 29.1 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 purported to be and


                                      -31-
<PAGE>
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,


                                      -32-
<PAGE>
whether  pursuant  to  foreclosure or power of 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 affairs, and provide or cause to be


                                      -37-
<PAGE>
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  In-debtedness",  (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


                                      -39-
<PAGE>
proposed  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 Qualified


                                      -40-
<PAGE>
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


                                      -42-
<PAGE>
Proceeds  Offer  Amount,  Lessee  and  its  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


                                      -43-
<PAGE>
relating  to  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 unless: (i) either (A) Lessee shall be the surviving or


                                      -44-
<PAGE>
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,


                                      -45-
<PAGE>
     from a nationally 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:

               (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  yearend 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 Multi-employer 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 prepayment for deferred


                                      -48-
<PAGE>
     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 or to have a trustee appointed to administer any


                                      -50-
<PAGE>
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


                                      -51-
<PAGE>
     their  Foreign 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,  purchase, redeem or other-wise acquire for value any of its


                                      -53-
<PAGE>
stock  now or hereafter outstanding, return any capital to its stock-holders 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 con-tribute 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 con-tributes 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:

                            Period                             Ratio
                            ------                             -----

              Closing  Date  through  3/31/02              4.75  to  1.00

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


               (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:

                            Period                             Ratio
                            ------                             -----

              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


               (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 ser-vice, 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  retitling,
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


                                      -58-
<PAGE>
may  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 non-conformity 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  to  such  Lessee Indemnified Person of


                                      -59-
<PAGE>
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


                                      -60-
<PAGE>
the  extent  resulting  from  the  offer,  sale, disposition or transfer by such
Lessee  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 retitling, 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


                                      -62-
<PAGE>
Lessee  to  perform  its obligations 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 pro-vide any form, certificate or other
document  reasonably  requested by, prepared by and timely pro-vided 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  deter-mines  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 pay-able), 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 Lessee's expense,


                                      -63-
<PAGE>
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 With-holding Party receives a demand for
such  payment  from any taxing authority or a With-holding 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


                                      -64-
<PAGE>
Indemnitee  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  reimbursed  any  Tax  Indemnitee hereunder, such Tax


                                      -65-
<PAGE>
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 under Section 2.7 of the


                                      -66-
<PAGE>
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 Agent agrees to give to Indenture


                                      -67-
<PAGE>
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 B


                                      -68-
<PAGE>
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 here-under 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 Secured Parties for the due execution, legality, validity,


                                      -69-
<PAGE>
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, dam-ages, 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 negligence or willful misconduct. Without limitation of
the  foregoing,  each  Tranche B Lender agrees to reimburse Administrative Agent


                                      -70-
<PAGE>
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


                                      -71-
<PAGE>
Tranche  B  Note 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


                                      -72-
<PAGE>
any  Operative  Document.  Upon the occurrence and during 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


                                      -73-
<PAGE>
than clauses (i) through (vi) of 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
pro-posed 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 THERE-UNDER 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 HEREBY IRREVOCABLY


                                      -74-
<PAGE>
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 HERE-UNDER 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


                                      -75-
<PAGE>
company  or  overnight  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 behalf  The  Bank  of  New  York
of Tranche A Noteholders         101  Barclay  Street,  Floor  21  West
                                 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,


                                      -78-
<PAGE>
neither  Lessor, Lessee, Indenture Trustee, nor any Tranche B 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


                                      -79-
<PAGE>
     advisor  or  (B)  assign all, or if less 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


                                      -80-
<PAGE>
     in,  or  pledge, all or any 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


                                      -82-
<PAGE>
upon  the  Lessor  Collateral  or  the sums due or to 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


                                        3
<PAGE>
                                 CITADEL  HILL  2000  LTD.,
                                   as  Tranche  B  Lender
                                   [Percentage  of  Tranche  B  Notes
                                   immediately  prior  to  Amendment
                                   Date:  7.82243082%]


                                 By  /s/  Stephen Lockhart
                                    --------------------------------------------
                                    Authorized Signatory


                                 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:  Aladdin Asset Management
                                      LLC, as Manager

                                 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


                                      4
<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 reason-able 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 here-after 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.
Sec. 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. Sec. 2601 et
          -- ----                                                        --
seq.; the Clean Air Act, 42 U.S.C. Sec. 7401 et seq.; the Safe Drinking Water
                                             -- ---
Act, 42 U.S.C. Sec. 3803 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. Sec.
                         -- ----
2701 et seq.; the Emergency Planning and the Community Right-to-Know Act of
     -- ----
1986, 42 U.S.C. Sec. 11001 et seq.; the Hazardous Material Transportation Act,
                           -- ----
49 U.S.C. Sec. 1801 et seq.; the Occupational Safety and Health Act, 29 U.S.C.
                    -- ----
Sec. 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,
           -------------------
radio-active 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,
stock-holders, 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)
in-vestments 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)
In-vestments 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.


                                      -43-
<PAGE>