EXHIBIT 4.2




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

                          REGISTRATION RIGHTS AGREEMENT

                                   Dated as of

                                October 23, 2001

                                      Among

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

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

                                       and

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


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

                     $100 Million Aggregate Principal Amount

                      8 7/8% SENIOR SECURED NOTES DUE 2008


<PAGE>
                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----

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

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

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

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

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

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

7.   Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . .   25

8.   Rule  144  and  144A . . . . . . . . . . . . . . . . . . . . . . . . .   26

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

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

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


                                        i
<PAGE>
                          REGISTRATION RIGHTS AGREEMENT

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

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

1.   Definitions
     -----------

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

          Advice:  See the last paragraph of Section 5 hereof.
          ------

          Agreement:  See the first introductory paragraph hereto.
          ---------

          Applicable Period:  See Section 2(b) hereof.
          -----------------

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

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

          Company:  See the first introductory paragraph hereto.
          -------


<PAGE>
                                      -2-


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

          Effectiveness Period:  See Section 3(a) hereof.
          --------------------

          Event Date:  See Section 4(b) hereof.
          ----------

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

          Exchange Notes:  See Section 2(a) hereof.
          --------------

          Exchange Offer:  See Section 2(a) hereof.
          --------------

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

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

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

          Indemnified Person:  See Section 7(c) hereof.
          ------------------

          Indemnifying Person:  See Section 7(c) hereof.
          -------------------

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

          Initial Purchasers:  See the first introductory paragraph hereto.
          ------------------

          Inspectors:  See Section 5(o) hereof.
          ----------

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

          NASD:  See Section 5(t) hereof.
          ----

          Notes:  See the second introductory paragraph hereto.
          -----


<PAGE>
                                      -3-


          Participant:  See Section 7(a) hereof.
          -----------

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

          Participation Agreement:  See the second introductory paragraph
          -----------------------
hereto.

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

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

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

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

          Purchase Agreement:  See the second introductory paragraph hereto.
          ------------------

          Records:  See Section 5(o) hereof.
          -------

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


<PAGE>
                                      -4-


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

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

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

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

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

          SEC:  The Securities and Exchange Commission.
          ---

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

          Shelf Notice:  See Section 2(c) hereof.
          ------------

          Shelf Registration:  See Section 3(a) hereof.
          ------------------

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

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

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


<PAGE>
                                      -5-


2.     Exchange Offer
       --------------

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


<PAGE>
                                      -6-


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

          The Issuer and the Company shall use their reasonable best efforts to
keep the Exchange Registration Statement effective and to amend and supplement
the Prospectus contained therein in order to permit such Prospectus to be
lawfully delivered by all Persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as is necessary to
comply with applicable law in connection with any resale of the Exchange Notes;
provided, however, that such period shall not exceed 180 days after the
--------  -------
consummation of the Exchange Offer (or such longer period if extended pursuant
to the last paragraph of Section 5 hereof) (the "Applicable Period").
                                                 -----------------

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

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

          In connection with the Exchange Offer, the Issuer and the Company
shall:


<PAGE>
                                      -7-


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

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

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

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

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

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

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

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

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

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


<PAGE>
                                      -8-


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

3.     Shelf Registration
       ------------------

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

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

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


<PAGE>
                                      -9-


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

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

4.     Additional Interest
       -------------------

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

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

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


<PAGE>
                                      -10-


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

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

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

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


<PAGE>
                                      -11-


basis of a 360-day year comprised of twelve 30-day months and, in the case of a
partial month, the actual number of days elapsed), and the denominator of which
is 360.

5.     Registration Procedures
       -----------------------

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

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

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


<PAGE>
                                      -12-


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

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


<PAGE>
                                      -13-


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

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

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

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


<PAGE>
                                      -14-


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

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

          (h)     Prior to any public offering of Registrable Notes or Exchange
     Notes or any delivery of a Prospectus contained in the Exchange
     Registration Statement by any Participating Broker-Dealer who seeks to sell
     Exchange Notes during the Applicable Period, use their reasonable best
     efforts to register or qualify and to cooperate with the selling Holders of
     Registrable Notes or each such Participating Broker-Dealer, as the case may
     be, the managing underwriter or underwriters, if any, and their respective
     counsel in connection with the registration or qualification (or exemption
     from such registration or qualification) of such Registrable Notes for
     offer and sale under the securities or Blue Sky laws of such jurisdictions
     within the United States as any selling Holder, Participating Broker-Dealer
     or the managing underwriter or underwriters reasonably request in writing;
     provided, however, that where Exchange Notes held by Participating
     --------  -------
     Broker-Dealers or Registrable Notes are offered other than through an
     underwritten offering, the Issuer and the Company agree to cause their
     respective counsel to perform Blue Sky investigations and file
     registrations and qualifications required to be filed pursuant to this
     Section 5(h); keep each such registration or qualification (or exemption
     therefrom) effective during the period such Registration Statement is
     required to be kept effective and do any and all other acts or things
     reasonably necessary or advisable to enable the disposition in such
     jurisdictions of the Exchange Notes held by Participating Broker-Dealers or
     the Registrable Notes covered by the applicable Registration Statement;
     provided, however, that neither the Issuer nor the Company
     --------  -------


<PAGE>
                                      -15-


     shall be required to (A) qualify generally to do business in any
     jurisdiction where it is not then so qualified, (B) take any action that
     would subject it to general service of process in any such jurisdiction
     where it is not then so subject, (C) subject itself to taxation in any such
     jurisdiction where it is not then so subject, or (D) make any change to its
     respective certificate of incorporation or bylaws (or similar
     organizational documents) or any agreement between it and its shareholders.

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

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

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


<PAGE>
                                      -16-


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

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

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


<PAGE>
                                      -17-


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

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


<PAGE>
                                      -18-


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

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

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

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


<PAGE>
                                      -19-


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

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

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

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

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

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


<PAGE>
                                      -20-


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

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


<PAGE>
                                      -21-


6.   Registration Expenses
     ---------------------

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

7.   Indemnification
     ---------------

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


<PAGE>
                                      -22-


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

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


<PAGE>
                                      -23-


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

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


<PAGE>
                                      -24-


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

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

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


<PAGE>
                                      -25-


Participant be required to contribute any amount in excess of the amount by
which proceeds received by such Participant from sales of Registrable Notes or
Exchange Notes, as the case may be, exceeds the amount of any damages that such
Participant has otherwise been required to pay or has paid by reason of such
untrue or alleged untrue statement or omission or alleged omission.  No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.

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

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

8.   Rule 144 and 144A
     -----------------

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


<PAGE>
                                      -26-


9.   Underwritten Registrations
     --------------------------

          If any of the Registrable Notes covered by any Shelf Registration are
to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will manage the offering will be selected
by the Holders of a majority in aggregate principal amount of such Registrable
Notes included in such offering and reasonably acceptable to the Issuer and the
Company.

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

10.  Miscellaneous
     -------------

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

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

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


<PAGE>
                                      -27-


Notes may be given by Holders of at least a majority in aggregate principal
amount of the Registrable Notes being sold by such Holders pursuant to such
Registration Statement; provided, however, that the provisions of this sentence
                        --------  -------
may not be amended, modified or supplemented except in accordance with the
provisions of the immediately preceding sentence.

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

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

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

          with a copy to:

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

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

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

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


<PAGE>
                                      -28-


          with a copy to:

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

          4.     If to the Issuer to:

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

          with a copy to:

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

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

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

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


<PAGE>
                                      -29-


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

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

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

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

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

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


<PAGE>
                                      -30-


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

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


<PAGE>
                                      S-1


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

                                     BRL UNIVERSAL EQUIPMENT
                                       2001  A, L.P.

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


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




                                     BRL UNIVERSAL EQUIPMENT CORP.


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


                                     UNIVERSAL COMPRESSION, INC.


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


<PAGE>
                                      S-2


                                     UNIVERSAL COMPRESSION HOLDINGS,
                                       INC.

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




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

                                     By:  DEUTSCHE BANC ALEX. BROWN
                                          INC.

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

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


<PAGE>