<PAGE>   1
                                                                    EXHIBIT 10.4



                      BRL UNIVERSAL EQUIPMENT 2001 A, L.P.
                          BRL UNIVERSAL EQUIPMENT CORP.

                                   as Issuers


                                       and


                              THE BANK OF NEW YORK

                                   as Trustee


                                    INDENTURE

                          Dated as of February 9, 2001



                      8-7/8% Senior Secured Notes due 2008




<PAGE>   2


                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                                               Indenture
Section                                                                              Section
-------                                                                             ----------
<S>                                                                                 <C>
310(a)(1)............................................................................  6.10
    (a)(2)...........................................................................  6.10
    (a)(3)...........................................................................  N.A.
    (a)(4)...........................................................................  N.A.
    (a)(5)...........................................................................  6.10
    (b)..............................................................................  6.08; 6.10
    (c)..............................................................................  N.A.
311(a)...............................................................................  6.11
    (b)..............................................................................  6.11
    (c)..............................................................................  N.A.
312(a)...............................................................................  2.05
    (b)..............................................................................  N.A.
    (c)..............................................................................  N.A.
313(a)...............................................................................  6.06
    (b)(1)...........................................................................  N.A.
    (b)(2)...........................................................................  6.06
    (c)..............................................................................  6.06
    (d)..............................................................................  6.06
314(a)...............................................................................  4.06; 4.08
    (b)..............................................................................  9.03(b)
    (c)(1)...........................................................................  N.A.
    (c)(2)...........................................................................  N.A.
    (c)(3)...........................................................................  N.A.
    (d)..............................................................................  9.03(b); 9.04; 9.05
    (e)..............................................................................  N.A.
    (f)..............................................................................  N.A.
315(a)...............................................................................  6.01(b)
    (b)..............................................................................  6.05
    (c)..............................................................................  6.01(a)
    (d)..............................................................................  6.01(c)
    (e)..............................................................................  5.11
316(a)(last sentence)................................................................  2.09
    (a)(1)(A)........................................................................  5.05
    (a)(1)(B)........................................................................  5.04
    (a)(2)...........................................................................  N.A.
    (b)..............................................................................  5.07
    (c)..............................................................................  8.04
317(a)(1)............................................................................  5.08
    (a)(2)...........................................................................  5.09
</TABLE>

<PAGE>   3


<TABLE>
<S>                                                                                    <C>
    (b)..............................................................................  2.04
318(a)...............................................................................  N.A.
    (c)..............................................................................  N.A.
</TABLE>

                           N.A. means Not Applicable.

-----------------

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
      part of the Indenture.






N.A. means Not Applicable

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a
      part of this Indenture

<PAGE>   4

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                 Page
                                                                                                                 ----
<S>                                                                                                              <C>
                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.         Definitions............................................................................      1
SECTION 1.02.         Incorporation by Reference of TIA......................................................     10
SECTION 1.03.         Rules of Construction..................................................................     11

                                   ARTICLE TWO

                                    THE NOTES

SECTION 2.01.         Form and Dating........................................................................     11
SECTION 2.02.         Execution and Authentication; Aggregate Principal Amount...............................     13
SECTION 2.03.         Registrar and Paying Agent.............................................................     14
SECTION 2.04.         Paying Agent To Hold Assets in Trust...................................................     14
SECTION 2.05.         Holder Lists...........................................................................     14
SECTION 2.06.         Transfer and Exchange..................................................................     15
SECTION 2.07.         Replacement Notes......................................................................     29
SECTION 2.08.         Outstanding Notes......................................................................     29
SECTION 2.09.         Treasury Notes.........................................................................     29
SECTION 2.10.         Temporary Notes........................................................................     30
SECTION 2.11.         Cancellation...........................................................................     30
SECTION 2.12.         Defaulted Interest.....................................................................     30
SECTION 2.13.         CUSIP Number...........................................................................     31
SECTION 2.14.         Deposit of Monies......................................................................     31

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.         Notices to Trustee.....................................................................     32
SECTION 3.02.         Selection of Notes To Be Redeemed......................................................     32
SECTION 3.03.         Optional Redemption....................................................................     33
SECTION 3.04.         Notice of Redemption...................................................................     34
SECTION 3.05.         Effect of Notice of Redemption.........................................................     35
SECTION 3.06.         Deposit of Redemption Price............................................................     35
SECTION 3.07.         Notes Redeemed in Part.................................................................     35
</TABLE>


                                       -i-
<PAGE>   5
<TABLE>
<CAPTION>
                                                                                                                 Page
                                                                                                                 ----
<S>                                                                                                              <C>
                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.         Application of Proceeds................................................................     36
SECTION 4.02.         Payment of Notes.......................................................................     36
SECTION 4.03.         Maintenance of Office or Agency........................................................     36
SECTION 4.04.         Legal Existence........................................................................     36
SECTION 4.05.         Payment of Taxes and Other Claims......................................................     37
SECTION 4.06.         Compliance Certificate; Notice of Default..............................................     37
SECTION 4.07.         Compliance with Laws...................................................................     37
SECTION 4.08.         Line of Business.......................................................................     38
SECTION 4.09.         Liens..................................................................................     38
SECTION 4.10.         Liquidation............................................................................     38
SECTION 4.11.         Reports to Holders.....................................................................     38
SECTION 4.12.         Waiver of Stay, Extension or Usury Laws................................................     39
SECTION 4.13.         Change of Control......................................................................     39
SECTION 4.14.         Net Proceeds Offer Following Asset Sale................................................     41

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 5.01.         Events of Default......................................................................     43
SECTION 5.02.         Acceleration...........................................................................     45
SECTION 5.03.         Other Remedies.........................................................................     45
SECTION 5.04.         Waiver of Defaults.....................................................................     46
SECTION 5.05.         Control by Majority....................................................................     46
SECTION 5.06.         Limitation on Suits....................................................................     46
SECTION 5.07.         Right of Holders To Receive Payment....................................................     47
SECTION 5.08.         Collection Suit by Trustee.............................................................     47
SECTION 5.09.         Trustee May File Proofs of Claim.......................................................     47
SECTION 5.10.         Priorities.............................................................................     48
SECTION 5.11.         Undertaking for Costs..................................................................     48
SECTION 5.12.         Restoration of Rights and Remedies.....................................................     48

                                   ARTICLE SIX

                                     TRUSTEE

SECTION 6.01.         Duties of Trustee......................................................................     49
SECTION 6.02.         Rights of Trustee......................................................................     50
SECTION 6.03.         Individual Rights of Trustee...........................................................     51
SECTION 6.04.         Trustee's Disclaimer...................................................................     51
</TABLE>


                                      -ii-
<PAGE>   6
<TABLE>
<CAPTION>
                                                                                                                 Page
                                                                                                                 ----
<S>                                                                                                              <C>
SECTION 6.05.         Notice of Default......................................................................     52
SECTION 6.06.         Reports by Trustee to Holders..........................................................     52
SECTION 6.07.         Compensation and Indemnity.............................................................     52
SECTION 6.08.         Replacement of Trustee.................................................................     53
SECTION 6.09.         Successor Trustee by Merger, Etc.......................................................     54
SECTION 6.10.         Eligibility; Disqualification..........................................................     54
SECTION 6.11.         Preferential Collection of Claims Against Issuers......................................     55

                                  ARTICLE SEVEN

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 7.01.         Termination of Issuers' Obligations....................................................     55
SECTION 7.02.         Application of Trust Money.............................................................     57
SECTION 7.03.         Repayment to the Issuers...............................................................     58
SECTION 7.04.         Reinstatement..........................................................................     58
SECTION 7.05.         Acknowledgment of Discharge by Trustee.................................................     58

                                  ARTICLE EIGHT

                          MODIFICATION OF THE INDENTURE

SECTION 8.01.         Without Consent of Holders.............................................................     59
SECTION 8.02.         Modification of Indenture and Operative Documents......................................     59
SECTION 8.03.         Compliance with TIA....................................................................     62
SECTION 8.04.         Revocation and Effect of Consents......................................................     62
SECTION 8.05.         Notation on or Exchange of Notes.......................................................     62
SECTION 8.06.         Trustee To Sign Amendments, Etc........................................................     62

                                  ARTICLE NINE

                   SECURITY UNDER THE PARTICIPATION AGREEMENT

SECTION 9.01.         Participation Agreement................................................................     63
SECTION 9.02.         Recording and Opinions.................................................................     64
SECTION 9.03.         Release of Collateral..................................................................     64
SECTION 9.04.         Certificates of the Issuers............................................................     65
SECTION 9.05.         Certificates of the Trustee............................................................     65
SECTION 9.06.         Authorization of Actions To Be Taken by the Trustee Under the
                          Participation Agreement............................................................     65
SECTION 9.07.         Authorization of Receipt of Funds by the Trustee Under the
                          Participation Agreement............................................................     66
SECTION 9.08.         Termination of Security Interest.......................................................     66
</TABLE>


                                     -iii-
<PAGE>   7
<TABLE>
<CAPTION>
                                                                                                                 Page
                                                                                                                 ----
<S>                                                                                                              <C>
                                   ARTICLE TEN

                                  MISCELLANEOUS

SECTION 10.01.        TIA Controls...........................................................................     66
SECTION 10.02.        Notices................................................................................     66
SECTION 10.03.        Communications by Holders with Other Holders...........................................     67
SECTION 10.04.        Certificate and Opinion as to Conditions Precedent.....................................     68
SECTION 10.05.        Statements Required in Certificate or Opinion..........................................     68
SECTION 10.06.        Rules by Trustee, Paying Agent, Registrar..............................................     68
SECTION 10.07.        Legal Holidays.........................................................................     68
SECTION 10.08.        Governing Law..........................................................................     69
SECTION 10.09.        No Adverse Interpretation of Other Agreements..........................................     69
SECTION 10.10.        No Personal Liability..................................................................     69
SECTION 10.11.        Successors.............................................................................     69
SECTION 10.12.        Duplicate Originals....................................................................     69
SECTION 10.13.        Severability...........................................................................     69
SECTION 10.14.        Independence of Covenants..............................................................     69

Exhibit A       -    Form of Initial Note....................................................................     A-1
Exhibit B       -    Form of Exchange Note...................................................................     B-1
Exhibit C       -    Form of Certificate of Transfer.........................................................     C-1
Exhibit D       -    Form of Certificate of Exchange.........................................................     D-1
Exhibit E       -    Form of Certificate of Acquiring Institutional Accredited Investor......................     E-1
</TABLE>


Note: This Table of Contents shall not, for any purpose, be deemed to be part of
      this Indenture.


                                      -iv-
<PAGE>   8

                  INDENTURE, dated as of February 9, 2001, between BRL UNIVERSAL
EQUIPMENT 2001 A, L.P. ("BRL"), BRL UNIVERSAL EQUIPMENT CORP. ("BRL Corp." and,
together with BRL, the "Issuers") and THE BANK OF NEW YORK, as trustee (the
"Trustee").

                  Each party hereto agrees as follows for the benefit of the
other party and for the equal and ratable benefit of the Holders of the Notes:


                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE


                  SECTION 1.01.         Definitions.

                  "Acquisition Cost" has the meaning set forth in the
Participation Agreement.

                  "Additional Interest" has the meaning set forth in the
Registration Rights Agreement.

                  "Administrative Agent" has the meaning set forth in the
Participation Agreement.

                  "Affiliate" means, with respect to any specified Person, any
other Person who directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such specified
Person. The term "control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative of the foregoing.

                  "Agent" means any Registrar, Paying Agent or co-Registrar.

                  "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and Clearstream that apply to such
transfer or exchange.

                  "Appraisal" shall have the meaning set forth in the
Participation Agreement.

                  "Asset Sale" has the meaning set forth in the Participating
Agreement.

                  "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal, state or foreign law for the relief of debtors.

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

<PAGE>   9

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

                  "BRL" has the meaning provided in the first paragraph of this
Indenture.

                  "BRL Term Loan" means the single non-revolving loan made to
BRL pursuant to the BRL Term Loan Agreement.

                  "BRL Term Loan Agreement" means the agreement, dated as of the
Issue Date, among Bankers Trust Company, as Administrative Agent, BRL, and the
lenders party thereto.

                  "BRL Term Loan Lenders" means the lenders, from time to time,
under the BRL Term Loan.

                  "BRL Term Loan Note" has the meaning assigned to such term in
the Participation Agreement.

                  "Business Day" means any day other than a Saturday, Sunday or
any other day on which commercial banking institutions in the City of New York
are required or authorized by law or other governmental action to be closed.

                  "Capital Stock" means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated and whether or not voting) of corporate stock, including
each class of Common Stock and Preferred Stock of such Person and (ii) with
respect to any Person that is not a corporation, any and all partnership or
other equity interests of such Person.

                  "Certificated Securities" means Notes in definitive registered
form.

                  "Change of Control" has the meaning set forth in the
Participation Agreement.

                  "Change of Control Offer" has the meaning provided in Section
4.13(a).

                  "Change of Control Payment Date" has the meaning provided in
Section 4.13(b).

                  "Change of Control Redemption" has the meaning provided in
Section 3.03(c).

                  "Clearstream" means Clearstream Banking, S.A.

                  "Collateral" means the collateral granted to BRL under Section
9 of the Equipment Lease Agreement and assigned by BRL, together with the
collateral granted by BRL under Section 7 of the Participation Agreement, to the
Collateral Agent for the benefit of the Holders and the lenders under the BRL
Term Loan.


                                      -2-
<PAGE>   10

                  "Collateral Agent" has the meaning set forth in the
Participation Agreement.

                  "Commission" means the U.S. Securities and Exchange
Commission.

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

                  "Covenant Defeasance" has the meaning set forth in Section
7.01.

                  "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

                  "Default" means an event or condition the occurrence of which
is, or with the lapse of time or the giving of notice or both would be, an Event
of Default.

                  "Definitive Note" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Section 2.06, in the
form of Exhibit A or B except that such Note shall not bear the Global Note
Legend.

                  "Depositary" means The Depository Trust Company, its nominees
and successors.

                  "Disqualified Capital Stock" means that portion of any Capital
Stock which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the sole option of the holder
thereof on or prior to the final maturity date of the Notes, provided that any
Capital Stock that would not constitute Disqualified Capital Stock but for
provisions thereof giving holders thereof the right to require such Person to
repurchase or redeem such Capital Stock upon the occurrence of an "asset sale"
or "change of control" occurring prior to the stated maturity of the Notes shall
not constitute Disqualified Capital Stock if the "change of control" or "asset
sale" provisions applicable to such Capital Stock are no more favorable to the
holders of such Capital Stock than the provisions contained in Sections 4.13 and
4.14 hereof and such Capital Stock specifically provides that such Person will
not repurchase or redeem any such stock pursuant to such provision prior to the
Issuers' repurchase of such Notes as are required to be repurchased pursuant to
such Sections.

                  "Distribution Compliance Period" has the definition assigned
to such term in Regulation S.

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


                                      -3-
<PAGE>   11

                  "Equipment Lease Agreement" means the equipment lease
agreement, dated as of the Issue Date, between BRL, as lessor, and UCI, as
lessee, as such agreement may be amended, supplemented or modified in accordance
with the terms thereof.

                  "Equity Contribution" has the meaning assigned to such term in
the Participation Agreement.

                  "Equity Offering" means an underwritten public offering or
private placement of Qualified Capital Stock of UCI or UCH, subsequent to the
Issue Date (which proceeds (at least to the extent of the purchase of Equipment
from BRL to fund the repurchase of Notes, BRL Term Loan and Equity
Contribution), if received by UCH, will be contributed as common equity to UCI).

                  "Equity Participants" has the meaning set forth in the
Participation Agreement.

                  "Equity Yield" has the meaning set forth in the Participation
Agreement.

                  "Event of Default" has the meaning provided in Section 5.01.

                  "Excepted Payments" has the meaning assigned to such term in
the Participation Agreement.

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

                  "Exchange Notes" means the Notes to be issued in exchange for
or upon transfer of the Initial Notes pursuant to the Exchange Offer or Shelf
Registration Statement provided for in the Registration Rights Agreement.

                  "Exchange Offer" has the meaning set forth in the Registration
Rights Agreement.

                  "Exchange Offer Registration Statement" means the registration
statement filed by the Issuer, UCI and UCH pursuant to the Registration Rights
Agreement.

                  "Global Note Legend" means the legend set forth in Section
2.06(g)(ii) which is required to be placed on all Global Notes issued under this
Indenture.

                  "Global Notes" means, individually and collectively, each of
the Restricted Global Notes and the Unrestricted Global Notes, in the form of
Exhibit A and B, issued in accordance with Section 2.01, 2.06(b)(iv),
2.06(d)(ii) or 2.06(f).

                  "guarantee" means, as applied to any obligation, (a) a
guarantee (other than by endorsement of negotiable instruments for collection in
the ordinary course of business), direct or indirect, in any manner, of any part
or all of such obligation and (b) an agreement, direct or indirect, contingent
or otherwise, the practical effect of which is to assure in any way the payment
or performance (or payment of damages in the event of non-performance) of all or
any part of such


                                      -4-
<PAGE>   12


obligation, including, without limiting the foregoing, the payment of amounts
drawn down by letters of credit.

                  "Holder" means a holder of Notes.

                  "IAI Global Note" means a global note in the form of Exhibit A
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold to an Institutional Accredited Investor.

                  "Indebtedness" has the meaning set forth in the Participation
Agreement.

                  "Indenture" means this Indenture, as amended or supplemented
from time to time in accordance with the terms hereof.

                  "Indirect Participant" means a Person who holds a beneficial
interest in a Global Note through a Participant.

                  "Initial Notes" means any Notes issued under this Indenture
for so long as such securities constitute Restricted Securities.

                  "Initial Purchasers" means Deutsche Banc Alex. Brown Inc.,
First Union Securities, Inc., Goldman, Sachs & Co., Banc One Capital Markets,
Inc., and Scotia Capital (USA) Inc.

                  "Institutional Accredited Investor" means an institution that
is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act that is not also a QIB.

                  "interest" when used with respect to any Note means the sum of
any cash interest on such Note, including any applicable defaulted interest
pursuant to Section 2.12 and any Additional Interest pursuant to the
Registration Rights Agreement.

                  "Interest Payment Date" means the stated maturity date of an
installment of interest on the Notes.

                  "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended to the date hereof and from time to time hereafter.

                  "Issue Date" means the date of original issuance of the Notes.

                  "Issuers" has the meaning provided in the first paragraph of
this Indenture.

                  "Lease Events of Default" means an event of default specified
in Section 23 of the Equipment Lease Agreement.

                  "Legal Defeasance" has the meaning set forth in Section 7.01.


                                      -5-
<PAGE>   13

                  "Legal Holiday" has the meaning set forth in Section 10.07.

                  "Letter of Transmittal" means the letter of transmittal to be
prepared by the Issuers and sent to all Holders of the Notes for use by such
Holders in connection with the Exchange Offer.

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

                  "Limited Partnership Agreement" means that certain Amended and
Restated Limited Partnership Agreement of BRL, dated as of the Issue Date.

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

                  "Majority BRL Term Loan Lenders" has the meaning assigned to
such term in the Participation Agreement.

                  "Majority Equity Participants" has the meaning assigned to
such term in the Participation Agreement.

                  "Majority Holders" has the meaning set forth in Section
8.02(a).

                  "Maturity Date" means February 15, 2008.

                  "Moody's" means Moody's Investors Service, Inc. and its
successors.

                  "Net Cash Proceeds" has the meaning set forth in the
Participation Agreement.

                  "Net Proceeds Offer" has the meaning set forth in Section
4.14.

                  "Net Proceeds Offer Amount" has the meaning set forth in the
Participation Agreement.

                  "Net Proceeds Offer Payment Date" has the meaning set forth in
Section 4.14.

                  "Net Proceeds Offer Trigger Date" has the meaning set forth in
the Participation Agreement.

                  "Notes" means, collectively, the Initial Notes and, when and
if issued as provided in the Registration Rights Agreement, the Exchange Notes,
treated as a single class of securities


                                      -6-
<PAGE>   14

as amended or supplemented from time to time in accordance with the terms
hereof, that are issued pursuant to this Indenture.

                  "Officer" means, with respect to any Person, the Chairman of
the Board of Directors, the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer, the Treasurer, the Controller, or the
Secretary of such Person, or any other officer designated by the Board of
Directors serving in a similar capacity.

                  "Officer's Certificate" means a certificate of an Issuer
signed by one Officer of such Issuer.

                  "144A Global Note" means a global note in the form of Exhibit
A hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.

                  "Operative Documents" means the Equipment Lease Agreement and
the Participation Agreement.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee complying with the
requirements of Sections 10.04 and 10.05, as they relate to the giving of an
Opinion of Counsel.

                  "Participant" means, with respect to the Depositary, Euroclear
or Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

                  "Participating Broker-Dealer" means 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.

                  "Participation Agreement" means the participation agreement,
dated as of the Issue Date, among UCI, UCH, the Trustee, the lenders under the
BRL Term Loan, and Bankers Trust Company, as administrative agent and collateral
agent, and certain other parties thereto as syndicate agent, documentation agent
and managing agent, as such agreement may be amended, supplemented or modified
in accordance with the terms thereof.

                  "Paying Agent" has the meaning set forth in Section 2.03.

                  "Permitted Liens" has the meaning assigned to such term in the
Equipment Lease Agreement.

                  "Person" means an individual, partnership, limited liability
company, corporation, unincorporated organization, trust or joint venture, or a
governmental agency or political subdivision thereof.


                                      -7-
<PAGE>   15

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

                  "principal" of any Indebtedness (including the Notes) means
the principal amount of such Indebtedness plus the premium, if any, on such
Indebtedness.

                  "Private Exchange Notes" has the meaning set forth in the
Registration Rights Agreement.

                  "Private Placement Legend" means the legend initially set
forth on the Notes in the form set forth in Section 2.06(g)(i).

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

                  "Qualified Institutional Buyer" or "QIB" shall have the
meaning specified in Rule 144A under the Securities Act.

                  "Record Date" means the Record Date specified in the Notes.

                  "Redemption Date," when used with respect to any Note to be
redeemed, means the date fixed for such redemption pursuant to this Indenture
and the Notes.

                  "redemption price," when used with respect to any Note to be
redeemed, means the price fixed for such redemption, including principal and
premium, if any, pursuant to this Indenture and the Notes.

                  "Registrar" has the meaning provided in Section 2.03.

                  "Registration Rights Agreement" means the Registration Rights
Agreement dated as of the Issue Date among the Issuers, UCI, UCH and the Initial
Purchasers.

                  "Regulation S" means Regulation S under the Securities Act.

                  "Regulation S Global Note" means a Regulation S Temporary
Global Note or Regulation S Permanent Global Note, as appropriate.

                  "Regulation S Permanent Global Note" means a permanent Global
Note in the form of Exhibit A hereto bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of and registered in
the name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Distribution Compliance Period.

                  "Regulation S Temporary Global Note" means a temporary Global
Note in the form of Exhibit A hereto bearing the Private Placement Legend and
the Regulation S Temporary


                                      -8-
<PAGE>   16

Global Note Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes initially sold in reliance on Rule 903
of Regulation S.

                  "Regulation S Temporary Global Note Legend" shall be as set
forth in Section 2.06(g)(iii).

                  "Restricted Definitive Note" means a Definitive Note bearing
the Private Placement Legend.

                  "Restricted Global Note" means a Global Note bearing the
Private Placement Legend.

                  "Restricted Security" has the meaning assigned to such term in
Rule 144(a)(3) under the Securities Act; provided, however, that the Trustee
shall be entitled to request and conclusively rely on an Opinion of Counsel with
respect to whether any Note constitutes a Restricted Security.

                  "Rule 144A" means Rule 144A under the Securities Act.

                  "S&P" means Standard & Poor's Rating Services, a division of
the McGraw Hill Companies, Inc., and its successors.

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

                  "Shelf Registration Statement" means the Shelf Registration
Statement as defined in the Registration Rights Agreement.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb), as amended, as in effect on the date of this Indenture,
except as otherwise provided in Section 8.03.

                  "Treasury Rate" for any date, means the yield to maturity at
the time of computation of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
business days prior to the date the redemption is effected pursuant to Section
3.03(c) (the "Change of Control Redemption Date") (or, if such Statistical
Release is no longer published, any publicly available source of similar market
data)) most nearly equal to the period from the Change of Control Redemption
Date to February 15, 2005; provided, however, that if the period from the Change
of Control Redemption Date to February 15, 2005 is not equal to the constant
maturity of a United States Treasury security for which a weekly average yield
is given, the Treasury Rate shall be obtained by linear interpolation
(calculated to the nearest one-twelfth of a year) from the weekly average yields
of United States Treasury securities for which such yields are given except that
if the period from the Change of Control Redemption Date to Febru-


                                      -9-
<PAGE>   17

ary 15, 2005 is less than one year, the weekly average yield on actually traded
United States Treasury securities adjusted to a constant maturity of one year
shall be used.

                  "Trust Officer" means any officer or assistant officer of the
Trustee assigned by the Trustee to administer this Indenture, or in the case of
a successor trustee, an officer assigned to the department, division or group
performing the corporate trust work of such successor and assigned to administer
this Indenture.

                  "Trustee" means the party named as such in this Indenture
until a successor replaces it in accordance with the provisions of this
Indenture and thereafter means such successor.

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

                  "UCI" means Universal Compression, Inc., a Texas corporation
and a wholly owned subsidiary of UCH.

                  "Unrestricted Definitive Note" means one or more Definitive
Notes that do not bear and are not required to bear the Private Placement
Legend.

                  "Unrestricted Global Note" means a permanent Global Note in
the form of Exhibit A attached hereto that bears the Global Note Legend and that
has the "Schedule of Exchanges of Interests in the Global Note" attached thereto
and that is deposited with or on behalf of and registered in the name of the
Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

                  "U.S. Government Obligations" mean direct obligations of, and
obligations guaranteed by, the United States of America for the payment of which
the full faith and credit of the United States of America is pledged.

                  "U.S. Legal Tender" means such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts.

                  SECTION 1.02.         Incorporation by Reference of TIA.

                  Whenever this Indenture refers to a provision of the TIA, such
provision is incorporated by reference in, and made a part of, this Indenture.
The following TIA terms used in this Indenture have the following meanings:

                  "indenture securities" means the Notes.

                  "indenture security holder" means a Holder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.


                                      -10-
<PAGE>   18

                  "obligor" on the Indenture securities means each Issuer or any
other obligor on the Notes.

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by Commission
rule and not otherwise defined herein have the meanings assigned to them
therein.

                  SECTION 1.03.         Rules of Construction.

                  Unless the context otherwise requires:

                  (1)      a term has the meaning assigned to it;

                  (2)      an accounting term not otherwise defined has the
         meaning assigned to it in accordance with GAAP on any date of
         determination;

                  (3)      "or" is not exclusive;

                  (4)      words in the singular include the plural, and words
         in the plural include the singular;

                  (5)      "herein," "hereof" and other words of similar import
         refer to this Indenture as a whole and not to any particular Article,
         Section or other subdivision; and

                  (6)      any reference to a statute, law or regulation means
         that statute, law or regulation as amended and in effect from time to
         time and includes any successor statute, law or regulation; provided,
         however, that any reference to the Bankruptcy Law shall mean the
         Bankruptcy Law as applicable to the relevant case.


                                   ARTICLE TWO

                                    THE NOTES


                  SECTION 2.01.         Form and Dating.

                  (a) General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A or B, as
applicable. The Notes may have notations, legends or endorsements required by
law, stock exchange rule or usage. Each Note shall be dated the date of its
authentication. The Notes shall be in denominations of $1,000 and integral
multiples thereof.

                  The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Indenture, and the
Issuers and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.


                                      -11-
<PAGE>   19

However, to the extent any provision of any Note conflicts with the express
provisions of this Indenture, the provisions of this Indenture shall govern and
be controlling.

                  (b) Global Notes. Notes issued in global form (a "Global
Note") shall be substantially in the form of Exhibit A or B. Notes issued in
definitive form shall be substantially in the form of Exhibit A or B. Each
Global Note shall represent such of the outstanding Notes as shall be specified
therein and each shall provide that it shall represent the aggregate principal
amount of outstanding Notes from time to time endorsed thereon and that the
aggregate principal amount of outstanding Notes represented thereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a Global Note to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby shall be made by the Trustee or the Note Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06.

                  (c) Temporary Global Notes. Notes offered and sold in reliance
on Regulation S shall be issued initially in the form of the Regulation S
Temporary Global Note, which shall be deposited on behalf of the purchasers of
the Notes represented thereby with the Trustee, at its New York office, as
custodian for the Depositary, and registered in the name of the Depositary or
the nominee of the Depositary for the accounts of designated agents holding on
behalf of Euroclear or Clearstream, duly executed by the Issuers and
authenticated by the Trustee as hereinafter provided. The Distribution
Compliance Period shall be terminated upon the receipt by the Trustee of (i) a
written certificate from the Depositary, together with copies of certificates
from Euroclear and Clearstream certifying that they have received certification
of non-United States beneficial ownership of 100% of the aggregate principal
amount of the Regulation S Temporary Global Note (except to the extent of any
beneficial owners thereof who acquired an interest therein during the
Distribution Compliance Period pursuant to another exemption from registration
under the Securities Act and who will take delivery of a beneficial ownership
interest in a Global Note bearing a Private Placement Legend, all as
contemplated by Section 2.06(g)(i)), and (ii) an Officer's Certificate.
Following the termination of the Distribution Compliance Period, beneficial
interests in the Regulation S Temporary Global Note shall be exchanged for
beneficial interests in Regulation S Permanent Global Notes pursuant to the
Applicable Procedures. Simultaneously with the authentication of Regulation S
Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary
Global Note. The aggregate principal amount of the Regulation S Temporary Global
Note and the Regulation S Permanent Global Notes may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the
Depositary or its nominee, as the case may be, in connection with transfers of
interest as hereinafter provided.

                  (d) Euroclear and Clearstream Procedures Applicable. The
provisions of the "Operating Procedures of the Euroclear System" and "Terms and
Conditions Governing Use of Euroclear" and the "General Terms and Conditions of
Clearstream" and "Customer Handbook" of Cedel Bank shall be applicable to
transfers of beneficial interests in the Regulation S Tempo-


                                      -12-
<PAGE>   20

rary Global Note and the Regulation S Permanent Global Notes that are held by
Participants through Euroclear or Clearstream.

                  SECTION 2.02.         Execution and Authentication; Aggregate
Principal Amount.

                  One Officer of each Issuer shall sign the Notes for such
Issuer by manual or facsimile signature.

                  If an Officer whose signature is on a Note no longer holds
that office at the time a Note is authenticated, the Note shall nevertheless be
valid.

                  A Note shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.

                  The Trustee shall authenticate Notes for original issue from
time to time in one or more series upon a written order of the Issuers in the
form of an Officer's Certificate. Each such order shall specify the amount of
Notes to be authenticated, whether the Notes are to be Initial Notes or Exchange
Notes and whether the Notes are to be issued as Definitive Notes or Global Notes
or such other information as the Trustee shall reasonably request. Initially,
the Trustee shall authenticate $350 million in Notes, and additional amounts of
Notes not to exceed in the aggregate $300 million may be issued at any time and
from time to time after the Issue Date and before the one year anniversary of
the Issue Date; provided that any such issuance shall be subject to the
limitations contained in Section 9.2 of the Participation Agreement and the
other agreements governing any of BRL's, UCH's and UCI's obligations. Proceeds
from the issuance of any additional Notes, as well as a corresponding increase
in the BRL Term Loan and Equity Contribution, shall be applied by BRL to
purchase additional items of Equipment to lease to UCI under the Equipment Lease
Agreement; provided that at the time of any additional issuance of Notes, the
Issuers shall ensure that all items of Equipment subject to the Equipment Lease
Agreement shall have Appraisals which reflect an aggregate value that equals or
exceeds the Acquisition Cost of such items of Equipment, and will constitute
additional Collateral.

                  The Notes shall be issued only in fully registered form,
without coupons and only in denominations of $1,000 and any integral multiple
thereof. All Notes issued under this Indenture shall vote and consent together
on all matters as one class and no series of Notes will have the right to vote
or consent as a separate class on any matter.

                  The Trustee may appoint an authenticating agent acceptable to
the Issuers to authenticate Notes. An authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Issuers, UCI or UCH.


                                      -13-
<PAGE>   21

                  SECTION 2.03.         Registrar and Paying Agent.

                  The Issuers shall maintain an office or agency (which shall be
located in the Borough of Manhattan in the City of New York, State of New York)
where (a) Notes may be presented or surrendered for registration of transfer or
for exchange ("Registrar") and (b) Notes may be presented or surrendered for
payment ("Paying Agent"). The Registrar shall keep a register of the Notes and
of their transfer and exchange. The Issuers, upon prior written notice to the
Trustee, may have one or more co-Registrars and one or more additional paying
agents reasonably acceptable to the Trustee. The term "Paying Agent" includes
any additional Paying Agent. The Issuers may act as the Paying Agent, except
that for the purposes of payments on the Notes pursuant to Sections 4.13 and
4.14, none of the Issuers, UCI, UCH nor any respective Affiliate thereof may act
as Paying Agent.

                  The Issuers shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture, which agreement shall incorporate
the provisions of the TIA and implement the provisions of this Indenture that
relate to such Agent. The Issuers shall notify the Trustee in writing, in
advance, of the name and address of any such Agent. If the Issuers fail to
maintain a Registrar or Paying Agent, or fail to give the foregoing notice, the
Trustee shall act as such and shall be entitled to appropriate compensation in
accordance with Section 6.07.

                  The Issuers initially appoint the Trustee as Registrar and
Paying Agent, until such time as the Trustee has resigned or a successor has
been appointed. Any of the Registrar, the Paying Agent or any other agent may
resign upon 30 days' notice to the Issuers.

                  The Issuers initially appoint The Depository Trust Company to
act as Depositary.

                  SECTION 2.04.         Paying Agent To Hold Assets in Trust.

                  The Issuers shall require each Paying Agent other than the
Trustee to agree in writing that such Paying Agent shall hold in trust for the
benefit of the Holders or the Trustee all assets held by the Paying Agent for
the payment of principal of or interest on, the Notes (whether such assets have
been distributed to it by the Issuers or any other obligor on the Notes), and
the Paying Agent shall notify the Trustee of any Default by the Issuers (or any
other obligor on the Notes) in making any such payment. The Issuers at any time
may require a Paying Agent to distribute all assets held by it to the Trustee
and account for any assets disbursed and the Trustee may at any time during the
continuance of any payment Default, upon written request to a Paying Agent,
require such Paying Agent to distribute all assets held by it to the Trustee and
to account for any assets distributed. Upon distribution to the Trustee of all
assets that shall have been delivered by the Issuers to the Paying Agent, the
Paying Agent shall have no further liability for such assets.

                  SECTION 2.05.         Holder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of the Holders. If the Trustee is not the


                                      -14-
<PAGE>   22

Registrar, the Issuers shall furnish or cause the Registrar to furnish to the
Trustee at least five days before each Record Date and at such other times as
the Trustee may request in writing a list as of such date and in such form as
the Trustee may reasonably require of the names and addresses of the Holders,
which list may be conclusively relied upon by the Trustee.

                  SECTION 2.06.         Transfer and Exchange.

                  (a) Transfer and Exchange of Global Notes. A Global Note may
not be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Notes
will be exchanged by the Issuers for Definitive Notes if (i) the Issuers deliver
to the Trustee notice from the Depositary it is are unwilling or unable to
continue to act as Depositary or it is are no longer a clearing agency
registered under the Exchange Act and, in either case, a successor Depositary is
not appointed by the Issuers within 90 days after the date of such notice from
the Depositary or (ii) the Issuers in their sole discretion determine that the
Global Notes (in whole but not in part) should be exchanged for Definitive Notes
and deliver a written notice to such effect to the Trustee; provided that in no
event shall the Regulation S Temporary Global Note be exchanged by the Issuers
for Definitive Notes prior to (x) the expiration of the Distribution Compliance
Period and (y) the receipt by the Registrar of any certificates required
pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act. Upon the occurrence
of either of the preceding events in (i) or (ii) above, Definitive Notes shall
be issued in such names as the Depositary shall instruct the Trustee. Global
Notes also may be exchanged or replaced, in whole or in part, as provided in
Sections 2.07 and 2.10. Every Note authenticated and delivered in exchange for,
or in lieu of, a Global Note or any portion thereof, pursuant to this Section
2.06 or Section 2.07 or 2.10, shall be authenticated and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a); however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f).

                  (b) Transfer and Exchange of Beneficial Interests in the
Global Notes. The transfer and exchange of beneficial interests in the Global
Notes shall be effected through the Depositary, in accordance with the
provisions of this Indenture and the Applicable Procedures. Beneficial interests
in the Restricted Global Notes shall be subject to restrictions on transfer
comparable to those set forth herein to the extent required by the Securities
Act. Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

                  (i) Transfer of Beneficial Interests in the Same Global Note.
         Beneficial interests in any Restricted Global Note may be transferred
         to Persons who take delivery thereof in the form of a beneficial
         interest in the same Restricted Global Note in accordance with the
         transfer restrictions set forth in the Private Placement Legend;
         provided, however, that prior to the expiration of the Distribution
         Compliance Period, transfers of


                                      -15-
<PAGE>   23

         beneficial interests in the Regulation S Temporary Global Note may not
         be made to a U.S. Person or for the account or benefit of a U.S.
         Person. Beneficial interests in any Unrestricted Global Note may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in an Unrestricted Global Note. No written orders
         or instructions shall be required to be delivered to the Registrar to
         effect the transfers described in this Section 2.06(b)(i).

                 (ii) All Other Transfers and Exchanges of Beneficial Interests
         in Global Notes. In connection with all transfers and exchanges of
         beneficial interests that are not subject to Section 2.06(b)(i) above,
         the transferor of such beneficial interest must deliver to the
         Depositary either (A) (1) a written order from a Participant or an
         Indirect Participant given to the Depositary in accordance with the
         Applicable Procedures directing the Depositary to credit or cause to be
         credited a beneficial interest in another Global Note in an amount
         equal to the beneficial interest to be transferred or exchanged and (2)
         instructions given in accordance with the Applicable Procedures
         containing information regarding the Participant account to be credited
         with such increase or (B) (1) a written order from a Participant or an
         Indirect Participant given to the Depositary in accordance with the
         Applicable Procedures directing the Depositary to cause to be issued a
         Definitive Note in an amount equal to the beneficial interest to be
         transferred or exchanged and (2) instructions given by the Depositary
         to the Registrar containing information regarding the Person in whose
         name such Definitive Note shall be registered to effect the transfer or
         exchange referred to in (1) above; provided that in no event shall
         Definitive Notes be issued upon the transfer or exchange of beneficial
         interests in the Regulation S Temporary Global Note prior to (x) the
         expiration of the Distribution Compliance Period and (y) the receipt by
         the Registrar of any certificates required pursuant to Rule 903 under
         the Securities Act. Upon consummation of an Exchange Offer by the
         Issuers, UCH and UCI in accordance with Section 2.06(f), the
         requirements of this Section 2.06(b)(ii) shall be deemed to have been
         satisfied upon receipt by the Registrar of the instructions contained
         in the Letter of Transmittal delivered by the holder of such beneficial
         interests in the Restricted Global Notes. Upon satisfaction of all of
         the requirements for transfer or exchange of beneficial interests in
         Global Notes contained in this Indenture and the Notes or otherwise
         applicable under the Securities Act, the Trustee shall adjust the
         principal amount of the relevant Global Note(s) pursuant to Section
         2.06(h).

                (iii) Transfer of Beneficial Interests to Another Restricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         transferred to a Person who takes delivery thereof in the form of a
         beneficial interest in another Restricted Global Note if the transfer
         complies with the requirements of Section 2.06(b)(ii) above and the
         Registrar receives the following:

                           (A) if the transferee will take delivery in the form
                  of a beneficial interest in the 144A Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit C
                  hereto, including the certifications in item (1) thereof;


                                      -16-
<PAGE>   24

                           (B) if the transferee will take delivery in the form
                  of a beneficial interest in the Regulation S Temporary Global
                  Note or the Regulation S Global Note, then the transferor must
                  deliver a certificate in the form of Exhibit C hereto,
                  including the certifications in item (2) thereof; and

                           (C) if the transferee will take delivery in the form
                  of a beneficial interest in the IAI Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit C
                  hereto, including the certifications and certificates and
                  Opinion of Counsel required by item (3) thereof, if
                  applicable.

                 (iv) Transfer and Exchange of Beneficial Interests in a
         Restricted Global Note for Beneficial Interests in the Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         exchanged by any holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note if the exchange or transfer complies with the requirements of
         Section 2.06(b)(ii) above and:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer Registration Statement in accordance with
                  the Registration Rights Agreement and the holder of the
                  beneficial interest to be transferred, in the case of an
                  exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal or via the
                  Depositary's book-entry system that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an Affiliate of
                  the Issuers, UCH or UCI;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D) the Registrar receives the following:

                                    (1) if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a beneficial
                           interest in an Unrestricted Global Note, a
                           certificate from such holder in the form of Exhibit
                           D, including the certifications in item (1)(a)
                           thereof; or

                                    (2) if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           beneficial interest in an Unrestricted Global Note, a
                           certificate from such holder in the form of Exhibit
                           C, including the certifications in item (4) thereof;


                                      -17-
<PAGE>   25

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  If any such transfer is effected pursuant to subparagraph (B)
         or (D) above at a time when an Unrestricted Global Note has not yet
         been issued, the Issuers shall issue and, upon receipt of a written
         authentication order in accordance with Section 2.02, the Trustee shall
         authenticate one or more Unrestricted Global Notes in an aggregate
         principal amount equal to the aggregate principal amount of beneficial
         interests transferred pursuant to subparagraph (B) or (D) above.

                  Beneficial interests in an Unrestricted Global Note cannot be
         exchanged for, or transferred to Persons who take delivery thereof in
         the form of, a beneficial interest in a Restricted Global Note.

                  (c) Transfer or Exchange of Beneficial Interests for
         Definitive Notes.

                  (i) Beneficial Interests in Restricted Global Notes to
         Restricted Definitive Notes. If any holder of a beneficial interest in
         a Restricted Global Note proposes to exchange such beneficial interest
         for a Restricted Definitive Note or to transfer such beneficial
         interest to a Person who takes delivery thereof in the form of a
         Restricted Definitive Note, then, upon receipt by the Registrar of the
         following documentation:

                           (A) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to exchange such beneficial
                  interest for a Restricted Definitive Note, a certificate from
                  such holder in the form of Exhibit D, including the
                  certifications in item (2)(a) thereof;

                           (B) if such beneficial interest is being transferred
                  to a QIB in accordance with Rule 144A under the Securities
                  Act, a certificate to the effect set forth in Exhibit C,
                  including the certifications in item (1) thereof;

                           (C) if such beneficial interest is being transferred
                  to a Non-U.S. Person in an offshore transaction in accordance
                  with Rule 903 or Rule 904 under the Securities Act, a
                  certificate to the effect set forth in Exhibit C, including
                  the certifications in item (2) thereof;

                           (D) if such beneficial interest is being transferred
                  pursuant to an exemption from the registration requirements of
                  the Securities Act in accordance with Rule 144 under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit C, including the certifications in item (3)(a)
                  thereof;


                                      -18-
<PAGE>   26

                           (E) if such beneficial interest is being transferred
                  to an Institutional Accredited Investor in reliance on an
                  exemption from the registration requirements of the Securities
                  Act other than those listed in subparagraphs (B) through (D)
                  above, a certificate to the effect set forth in Exhibit C,
                  including the certifications, certificates and Opinion of
                  Counsel required by item (3) thereof, if applicable;

                           (F) if such beneficial interest is being transferred
                  to the Issuers or any of their subsidiaries, a certificate to
                  the effect set forth in Exhibit C, including the
                  certifications in item (3)(b) thereof; or

                           (G) if such beneficial interest is being transferred
                  pursuant to an effective registration statement under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit C, including the certifications in item (3)(c)
                  thereof,

         the Trustee shall cause the aggregate principal amount of the
         applicable Global Note to be reduced accordingly pursuant to Section
         2.06(h), and the Issuers shall execute and the Trustee shall
         authenticate and deliver to the Person designated in the instructions a
         Definitive Note in the appropriate principal amount. Any Definitive
         Note issued in exchange for a beneficial interest in a Restricted
         Global Note pursuant to this Section 2.06(c) shall be registered in
         such name or names and in such authorized denomination or denominations
         as the holder of such beneficial interest shall instruct the Registrar
         through instructions from the Depositary and the Participant or
         Indirect Participant. The Trustee shall deliver such Definitive Notes
         to the Persons in whose names such Notes are so registered. Any
         Definitive Note issued in exchange for a beneficial interest in a
         Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear
         the Private Placement Legend and shall be subject to all restrictions
         on transfer contained therein.

                 (ii) Notwithstanding Sections 2.06(c)(i)(A) and (C), a
         beneficial interest in the Regulation S Temporary Global Note may not
         be exchanged for a Definitive Note or transferred to a Person who takes
         delivery thereof in the form of a Definitive Note prior to (x) the
         expiration of the Distribution Compliance Period and (y) the receipt by
         the Registrar of any certificates required pursuant to Rule
         903(c)(3)(ii)(B) under the Securities Act, except in the case of a
         transfer pursuant to an exemption from the registration requirements of
         the Securities Act other than Rule 903 or Rule 904.

                (iii) Beneficial Interests in Restricted Global Notes to
         Unrestricted Definitive Notes. A holder of a beneficial interest in a
         Restricted Global Note may exchange such beneficial interest for an
         Unrestricted Definitive Note or may transfer such beneficial interest
         to a Person who takes delivery thereof in the form of an Unrestricted
         Definitive Note only if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of such beneficial interest, in the
                  case of an exchange, or the transferee, in the case of a


                                      -19-
<PAGE>   27

                  transfer, certifies in the applicable Letter of Transmittal
                  that it is not (1) a broker-dealer, (2) a Person participating
                  in the distribution of the Exchange Notes or (3) a Person who
                  is an Affiliate (as defined in Rule 144) of the Issuers, UCH
                  or UCI;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D) the Registrar receives the following:

                                    (1) if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a Definitive
                           Note that does not bear the Private Placement Legend,
                           a certificate from such holder in the form of Exhibit
                           D, including the certifications in item (1)(b)
                           thereof; or

                                    (2) if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           Definitive Note that does not bear the Private
                           Placement Legend, a certificate from such holder in
                           the form of Exhibit C, including the certifications
                           in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                 (iv) Beneficial Interests in Unrestricted Global Notes to
         Unrestricted Definitive Notes. If any holder of a beneficial interest
         in an Unrestricted Global Note proposes to exchange such beneficial
         interest for a Definitive Note or to transfer such beneficial interest
         to a Person who takes delivery thereof in the form of a Definitive
         Note, then, upon satisfaction of the conditions set forth in Section
         2.06(b)(ii), the Trustee shall cause the aggregate principal amount of
         the applicable Global Note to be reduced accordingly pursuant to
         Section 2.06(h), and the Issuers shall execute and the Trustee shall
         authenticate and deliver to the Person designated in the instructions a
         Definitive Note in the appropriate principal amount. Any Definitive
         Note issued in exchange for a beneficial interest pursuant to this
         Section 2.06(c)(iv) shall be registered in such name or names and in
         such authorized denomination or denominations as the holder of such
         beneficial interest shall instruct the Registrar through instructions
         from the Depositary and the Participant or Indirect Participant. The
         Trustee shall deliver such Definitive Notes to the Persons in whose


                                      -20-
<PAGE>   28

         names such Notes are so registered. Any Definitive Note issued in
         exchange for a beneficial interest pursuant to this Section 2.06(c)(iv)
         shall not bear the Private Placement Legend.

                  (d) Transfer and Exchange of Definitive Notes for Beneficial
         Interests.

                  (i) Restricted Definitive Notes to Beneficial Interests in
         Restricted Global Notes. If any Holder of a Restricted Definitive Note
         proposes to exchange such Note for a beneficial interest in a
         Restricted Global Note or to transfer such Restricted Definitive Notes
         to a Person who takes delivery thereof in the form of a beneficial
         interest in a Restricted Global Note, then, upon receipt by the
         Registrar of the following documentation:

                           (A) if the Holder of such Restricted Definitive Note
                  proposes to exchange such Note for a beneficial interest in a
                  Restricted Global Note, a certificate from such Holder in the
                  form of Exhibit D, including the certifications in item (2)(b)
                  thereof;

                           (B) if such Restricted Definitive Note is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit C, including the certifications in item (1) thereof;

                           (C) if such Restricted Definitive Note is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904 under the Securities Act,
                  a certificate to the effect set forth in Exhibit C, including
                  the certifications in item (2) thereof;

                           (D) if such Restricted Definitive Note is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule 144
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit C, including the certifications in item
                  (3)(a) thereof;

                           (E) if such Restricted Definitive Note is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in subparagraphs
                  (B) through (D) above, a certificate to the effect set forth
                  in Exhibit C, including the certifications, certificates and
                  Opinion of Counsel required by item (3) thereof, if
                  applicable;

                           (F) if such Restricted Definitive Note is being
                  transferred to the Issuers, a certificate to the effect set
                  forth in Exhibit C, including the certifications in item
                  (3)(b) thereof; or

                           (G) if such Restricted Definitive Note is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit C, including the certifications in item
                  (3)(c) thereof,


                                      -21-
<PAGE>   29

         the Trustee shall cancel the Restricted Definitive Note, increase or
         cause to be increased the aggregate principal amount of, in the case of
         clause (A) above, the appropriate Restricted Global Note, in the case
         of clause (B) above, the 144A Global Note, in the case of clause (C)
         above, the Regulation S Global Note, and in all other cases, the IAI
         Global Note.

                 (ii) Restricted Definitive Notes to Beneficial Interests in
         Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
         exchange such Note for a beneficial interest in an Unrestricted Global
         Note or transfer such Restricted Definitive Note to a Person who takes
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note only if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an Affiliate of
                  the Issuers, UCH or UCI;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D) the Registrar receives the following:

                                    (1) if the Holder of such Definitive Notes
                           proposes to exchange such Notes for a beneficial
                           interest in the Unrestricted Global Note, a
                           certificate from such Holder in the form of Exhibit
                           D, including the certifications in item (1)(c)
                           thereof; or

                                    (2) if the Holder of such Definitive Notes
                           proposes to transfer such Notes to a Person who shall
                           take delivery thereof in the form of a beneficial
                           interest in the Unrestricted Global Note, a
                           certificate from such Holder in the form of Exhibit
                           C, including the certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.


                                      -22-
<PAGE>   30

                  Upon satisfaction of the conditions of any of the
         subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the
         Definitive Notes and increase or cause to be increased the aggregate
         principal amount of the Unrestricted Global Note.

                (iii) Unrestricted Definitive Notes to Beneficial Interests in
         Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
         may exchange such Note for a beneficial interest in an Unrestricted
         Global Note or transfer such Definitive Notes to a Person who takes
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note at any time. Upon receipt of a request for
         such an exchange or transfer, the Trustee shall cancel the applicable
         Unrestricted Definitive Note and increase or cause to be increased the
         aggregate principal amount of one of the Unrestricted Global Notes.

                  If any such exchange or transfer from a Definitive Note to a
         beneficial interest is effected pursuant to subparagraph (ii)(B),
         (ii)(D) or (iii) above at a time when an Unrestricted Global Note has
         not yet been issued, the Issuers shall issue and, upon receipt of a
         written authentication order in accordance with Section 2.02, the
         Trustee shall authenticate one or more Unrestricted Global Notes in an
         aggregate principal amount equal to the principal amount of Definitive
         Notes so transferred.

                  (e) Transfer and Exchange of Definitive Notes for Definitive
Notes. Upon request by a Holder of Definitive Notes and such Holder's compliance
with the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by his attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

                  (i) Restricted Definitive Notes to Restricted Definitive
         Notes. Any Restricted Definitive Note may be transferred to and
         registered in the name of Persons who take delivery thereof in the form
         of a Restricted Definitive Note if the Registrar receives the
         following:

                           (A) if the transfer will be made pursuant to Rule
                  144A under the Securities Act, then the transferor must
                  deliver a certificate in the form of Exhibit C, including the
                  certifications in item (1) thereof;

                           (B) if the transfer will be made pursuant to Rule 903
                  or Rule 904, then the transferor must deliver a certificate in
                  the form of Exhibit C, including the certifications in item
                  (2) thereof; and

                           (C) if the transfer will be made pursuant to any
                  other exemption from the registration requirements of the
                  Securities Act, then the transferor must deliver


                                      -23-
<PAGE>   31

                  a certificate in the form of Exhibit C, including the
                  certifications, certificates and Opinion of Counsel required
                  by item (3) thereof, if applicable.

                 (ii) Restricted Definitive Notes to Unrestricted Definitive
         Notes. Any Restricted Definitive Note may be exchanged by the Holder
         thereof for an Unrestricted Definitive Note or transferred to a Person
         or Persons who take delivery thereof in the form of an Unrestricted
         Definitive Note if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an Affiliate of
                  the Issuers, UCH or UCI;

                           (B) any such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C) any such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D) the Registrar receives the following:

                                    (1) if the Holder of such Restricted
                           Definitive Notes proposes to exchange such Notes for
                           an Unrestricted Definitive Note, a certificate from
                           such Holder in the form of Exhibit D, including the
                           certifications in item (1)(d) thereof; or

                                    (2) if the Holder of such Restricted
                           Definitive Notes proposes to transfer such Notes to a
                           Person who shall take delivery thereof in the form of
                           an Unrestricted Definitive Note, a certificate from
                           such Holder in the form of Exhibit C, including the
                           certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests, an Opinion of Counsel in form
                  reasonably acceptable to the Registrar to the effect that such
                  exchange or transfer is in compliance with the Securities Act
                  and that the restrictions on transfer contained herein and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                (iii) Unrestricted Definitive Notes to Unrestricted Definitive
         Notes. A Holder of Unrestricted Definitive Notes may transfer such
         Notes to a Person who takes delivery thereof in the form of an
         Unrestricted Definitive Note. Upon receipt of a request to reg-


                                      -24-
<PAGE>   32

         ister such a transfer, the Registrar shall register the Unrestricted
         Definitive Notes pursuant to the instructions from the Holder thereof.

                  (f) Exchange Offer. Upon the occurrence of the Exchange Offer
in accordance with the Registration Rights Agreement, the Issuers shall issue
and, upon receipt of an Authentication Order in accordance with Section 2.02,
the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not Affiliates of the Issuers, UCH or UCI, and accepted
for exchange in the Exchange Offer and (ii) Definitive Notes in an aggregate
principal amount equal to the principal amount of the Restricted Definitive
Notes accepted for exchange in the Exchange Offer. Concurrently with the
issuance of such Notes, the Trustee shall cause the aggregate principal amount
of the applicable Restricted Global Notes to be reduced accordingly, and the
Issuers shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amounts.

                  (g) Legends. The following legends shall appear on the face of
all Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                  (i) Private Placement Legend.

                           (A) Except as permitted by subparagraph (B) below,
                  each Global Note and each Definitive Note (and all Notes
                  issued in exchange therefor or substitution thereof) shall
                  bear the legend in substantially the following form:

                           THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
                           SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
                           ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
                           WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
                           BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW.
                           BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
                           THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
                           DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B)
                           IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
                           SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE
                           WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT
                           IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE
                           501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT)
                           (AN "ACCREDITED INVESTOR"), (2) AGREES THAT IT WILL
                           NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF
                           THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS
                           SECURITY EXCEPT (A) TO THE ISSUERS OR ANY SUBSIDI-


                                      -25-
<PAGE>   33

                           ARY THEREOF, (B) INSIDE THE UNITED STATES TO A
                           QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
                           144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED
                           STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH
                           TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF
                           BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED
                           LETTER CONTAINING CERTAIN REPRESENTATIONS AND
                           AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
                           OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE
                           OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D)
                           OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION
                           IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT
                           (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM
                           REGISTRATION PROVIDED BY RULE 144 UNDER THE
                           SECURITIES ACT (IF AVAILABLE), OR IN ACCORDANCE WITH
                           ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
                           OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
                           COUNSEL IF THE ISSUERS SO REQUEST), OR (F) PURSUANT
                           TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
                           SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO
                           EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A
                           NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
                           CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN
                           TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS
                           SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED
                           INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
                           FURNISH TO THE TRUSTEE AND THE ISSUERS SUCH
                           CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION
                           AS ANY OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT
                           SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION
                           FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
                           REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS
                           USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
                           "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING
                           GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
                           ACT.

                           (B) Notwithstanding the foregoing, any Global Note or
                  Definitive Note issued pursuant to subparagraph (b)(iv),
                  (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f)
                  of this Section 2.06 (and all Notes issued in exchange
                  therefor or substitution thereof) shall not bear the Private
                  Placement Legend.

                  (ii) Global Note Legend. Each Global Note shall bear a legend
         in substantially the following form:


                                      -26-
<PAGE>   34

                  THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
                  INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR
                  THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
                  TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
                  (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
                  REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS
                  GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT
                  TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE
                  MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
                  SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
                  TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
                  CONSENT OF THE ISSUERS.

                  (iii) Regulation S Temporary Global Note Legend. The
         Regulation S Temporary Global Note shall bear a legend in substantially
         the following form:

                  THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL
                  NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE
                  FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS
                  DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS
                  OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
                  TO RECEIVE PAYMENT OF INTEREST HEREON.

                  (h) Cancellation and/or Adjustment of Global Notes. At such
time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased
or canceled in whole and not in part, each such Global Note shall be returned to
or retained and canceled by the Trustee in accordance with Section 2.11. At any
time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note or for Definitive Notes,
the principal amount at maturity of Notes represented by such Global Note shall
be reduced accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

                  (i) General Provisions Relating to Transfers and Exchanges.


                                      -27-
<PAGE>   35

                  (i) To permit registrations of transfers and exchanges, the
         Issuers shall execute and the Trustee shall authenticate Global Notes
         and Definitive Notes upon the Issuers' order or at the Registrar's
         request.

                 (ii) No service charge shall be made to a holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, but the Issuers may
         require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.10, 3.07, 4.13, 4.14 and
         8.05).

                (iii) The Registrar shall not be required (A) to register the
         transfer of or to exchange any Notes during a period beginning at the
         opening of business 15 days before the day of the mailing of notice of
         redemption under Section 3.04 and ending at the close of business on
         such day, or (B) to register the transfer of or exchange any Note
         selected for redemption in whole or in part, except the unredeemed
         portion of any Note being redeemed in part.

                 (iv) All Global Notes and Definitive Notes issued upon any
         registration of transfer or exchange of Global Notes or Definitive
         Notes shall be the valid obligations of the Issuers, evidencing the
         same debt, and entitled to the same benefits under this Indenture, as
         the Global Notes or Definitive Notes surrendered upon such registration
         of transfer or exchange.

                  (v) The Issuers shall not be required (A) to issue, to
         register the transfer of or to exchange any Notes during a period
         beginning at the opening of business 15 days before the day of the
         mailing of notice of redemption under Section 3.04 and ending at the
         close of business on such day, or (B) to register the transfer of or to
         exchange any Note so selected for redemption in whole or in part,
         except the unredeemed portion of any Note being redeemed in part.

                 (vi) Prior to due presentment for the registration of a
         transfer of any Note, the Trustee, any Agent and the Issuers may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of receiving payment of
         principal of and interest on such Notes and for all other purposes, and
         none of the Trustee, any Agent or the Issuers shall be affected by
         notice to the contrary.

                (vii) The Trustee shall authenticate Global Notes and Definitive
         Notes in accordance with the provisions of Section 2.02.

               (viii) All certifications, certificates and Opinions of Counsel
         required to be submitted to the Registrar pursuant to this Section 2.06
         to effect a registration of transfer or exchange may be submitted by
         facsimile.


                                      -28-
<PAGE>   36

                  The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Notes (including any transfers between or among Depositary
participants or beneficial owners of interests in any Global Note) other than to
require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

                  SECTION 2.07.         Replacement Notes.

                  If a mutilated Note is surrendered to the Trustee or if the
Holder of a Note claims that the Note has been lost, destroyed or wrongfully
taken, the Issuers shall issue and the Trustee shall authenticate a replacement
Note if the Trustee's requirements for replacement of the Notes are met. Such
Holder must provide satisfactory evidence of such loss, destruction or taking,
and an indemnity bond or other indemnity of reasonable tenor, sufficient in the
reasonable judgment of the Issuers and the Trustee, to protect the Issuers, the
Trustee or any Agent from any loss which any of them may suffer if a Note is
replaced. Every replacement Note shall constitute an obligation of the Issuers.
The Issuers and the Trustee each may charge such Holder for its expenses in
replacing such Note.

                  SECTION 2.08.         Outstanding Notes.

                  Notes outstanding at any time are all the Notes that have been
authenticated by the Trustee except those canceled by it, those delivered to it
for cancellation and those described in this Section 2.08 as not outstanding.
Subject to the provisions of Section 2.09, a Note does not cease to be
outstanding because the Issuers, UCI, UCH or any of their respective Affiliates
holds the Note.

                  If a Note is replaced pursuant to Section 2.07 (other than a
mutilated Note surrendered for replacement), it ceases to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced Note is held by
a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender
of such Note and replacement thereof pursuant to Section 2.07.

                  If on a Redemption Date or the Maturity Date the Paying Agent
holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of
the principal and interest due on the Notes payable on that date and is not
prohibited from paying such money to the Holders thereof pursuant to the terms
of this Indenture, then on and after that date such Notes shall be deemed not to
be outstanding and interest on them shall cease to accrue.

                  SECTION 2.09.         Treasury Notes.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Issuers, UCI, UCH or any of their respective Affiliates shall be
considered as though they are not outstanding, except


                                      -29-
<PAGE>   37

that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Notes which a Trust
Officer of the Trustee actually knows are so owned shall be so considered. The
Issuers shall notify the Trustee, in writing, when they or, to their knowledge,
any of their Affiliates, UCI, UCH or any of their respective Affiliates
repurchases or otherwise acquires Notes, of the aggregate principal amount of
such Notes so repurchased or otherwise acquired and such other information as
the Trustee may reasonably request and the Trustee shall be entitled to rely
thereon.

                  SECTION 2.10.         Temporary Notes.

                  Until definitive Notes are ready for delivery, the Issuers may
prepare and the Trustee shall authenticate temporary Notes upon receipt of a
written order of each of the Issuers in the form of an Officer's Certificate.
The Officer's Certificate shall specify the amount of temporary Notes to be
authenticated and the date on which the temporary Notes are to be authenticated.
Temporary Notes shall be substantially in the form of definitive Notes but may
have variations that the Issuers consider appropriate for temporary Notes and so
indicate in the Officer's Certificate. Without unreasonable delay, the Issuers
shall prepare and the Trustee shall authenticate, upon receipt of a written
order of the Issuers pursuant to Section 2.02, definitive Notes in exchange for
temporary Notes.

                  SECTION 2.11.         Cancellation.

                  The Issuers at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for transfer, exchange or payment. The Trustee, or
at the direction of the Trustee, the Registrar or the Paying Agent, and no one
else, shall cancel and, at the written direction of the Issuers, shall dispose,
in its customary manner, of all Notes surrendered for transfer, exchange,
payment or cancellation. The Trustee shall maintain a record of all Notes
disposed of by it and, upon request by the Issuers, provide a copy of such
record to the Issuers. Subject to Section 2.07, the Issuers may not issue new
Notes to replace Notes that it has paid or delivered to the Trustee for
cancellation. If the Issuers shall acquire any of the Notes, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Notes unless and until the same are surrendered to the
Trustee for cancellation pursuant to this Section 2.11.

                  SECTION 2.12.         Defaulted Interest.

                  The Issuers will pay interest on overdue principal from time
to time on demand at the rate of interest then borne by the Notes. The Issuers
shall, to the extent lawful, pay interest on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the rate of interest then borne by the Notes. Interest will be computed on the
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.

                  If the Issuers default in a payment of interest on the Notes,
they shall pay the defaulted interest, plus (to the extent lawful) any interest
payable on the defaulted interest, to the


                                      -30-
<PAGE>   38

Persons who are Holders on a subsequent special record date, which special
record date shall be the fifteenth day next preceding the date fixed by the
Issuers for the payment of defaulted interest or the next succeeding Business
Day if such date is not a Business Day. The Issuers shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and
the date of the proposed payment (a "Default Interest Payment Date"), and at the
same time the Issuers shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such defaulted interest
or shall make arrangements satisfactory to the Trustee for such deposit on or
prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such defaulted interest as
provided in this Section 2.12; provided, however, that in no event shall the
Issuers deposit monies proposed to be paid in respect of defaulted interest
later than 11:00 a.m. New York City time of the proposed Default Interest
Payment Date. At least 15 days before the subsequent special record date, the
Issuers shall mail (or cause to be mailed) to each Holder, as of a recent date
selected by the Issuers, with a copy to the Trustee, a notice that states the
subsequent special record date, the payment date and the amount of defaulted
interest, and interest payable on such defaulted interest, if any, to be paid.
Notwithstanding the foregoing, any interest which is paid prior to the
expiration of the 30-day period set forth in Section 5.01(a) shall be paid to
Holders as of the regular record date for the Interest Payment Date for which
interest has not been paid. Notwithstanding the foregoing, the Issuers may make
payment of any defaulted interest in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such exchange.

                  SECTION 2.13.         CUSIP Number.

                  The Issuers in issuing the Notes may use a "CUSIP" number,
and, if so, the Trustee shall use the CUSIP number in notices of redemption or
exchange as a convenience to Holders; provided, however, that no representation
is hereby deemed to be made by the Trustee as to the correctness or accuracy of
the CUSIP number printed in the notice or on the Notes, and that reliance may be
placed only on the other identification numbers printed on the Notes. The
Issuers shall promptly notify the Trustee of any change in the CUSIP number.

                  SECTION 2.14.         Deposit of Monies.

                  Prior to 11:00 a.m. New York City time on each Interest
Payment Date, Maturity Date, Redemption Date, Change of Control Payment Date and
Net Proceeds Offer Payment Date, the Issuers shall have deposited with the
Paying Agent in immediately available funds money sufficient to make cash
payments, if any, due on such Interest Payment Date, Maturity Date, Redemption
Date, Change of Control Payment Date and Net Proceeds Offer Payment Date, as the
case may be, in a timely manner which permits the Paying Agent to remit payment
to the Holders on such Interest Payment Date, Maturity Date, Redemption Date,
Change of Control Payment Date and Net Proceeds Offer Payment Date, as the case
may be.


                                      -31-


<PAGE>   39
                                  ARTICLE THREE

                                   REDEMPTION


                  SECTION 3.01. Notices to Trustee.


                  If the Issuers elect to redeem Notes pursuant to Paragraph 5,
6 or 7 of the Notes and Section 3.03, they shall notify the Trustee and the
Paying Agent in writing of the Redemption Date and the principal amount of the
Notes to be redeemed.

                  The Issuers shall give each notice provided for in this
Section 3.01 at least 30 but not more than 60 days before the Redemption Date
(unless a shorter notice period shall be satisfactory to the Trustee, as
evidenced in a writing signed on behalf of the Trustee), together with an
Officer's Certificate of each Issuer stating that such redemption shall comply
with the conditions contained herein and in the Notes, the Redemption Date, the
redemption price and the principal amount of the Notes to be redeemed.

                  If the Issuers are required to make an offer to redeem Notes
pursuant to the provisions of Section 4.13 or 4.14 hereof, it shall furnish to
the Trustee at least 30 days but not more than 60 days before a Redemption Date
(or such shorter period as may be agreed to by the Trustee in writing), an
Officer's Certificate setting forth (i) the Section of this Indenture pursuant
to which the redemption shall occur, (ii) the Redemption Date, (iii) the maximum
principal amount of Notes to be redeemed, (iv) the redemption price and (v) a
statement to the effect that (a) the conditions set forth in Section 4.14 have
been satisfied or (b) a Change of Control has occurred, as applicable.

                  SECTION 3.02. Selection of Notes To Be Redeemed.


                  In the event that less than all of the Notes are to be
redeemed at any time, selection of such Notes for redemption will be made by the
Trustee in compliance with the requirements of the principal national securities
exchange, if any, on which such Notes are listed or, if such Notes are not then
listed on a national securities exchange, on a pro rata basis, by lot or by such
method as the Trustee shall deem fair and appropriate; provided, however, that
no Notes of a principal amount of U.S. $1,000 or less shall be redeemed in part;
provided, further, that if a partial redemption is made with the proceeds of a
permitted purchase of Equipment by UC1 from the proceeds of an Equity Offering,
selection of the Notes or portions thereof for redemption shall be made by the
Trustee only on a pro rata basis or on as nearly a pro rata basis as is
practicable (subject to DTC procedures), unless such method is otherwise
prohibited. Provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption. Notice of
redemption shall be mailed by the Issuers by first-class mail at least 30 but
not more than 60 days before the redemption date to each Holder of Notes to be
redeemed at its registered address. If any Note is to be redeemed in part only,
the notice of redemption that relates to such Note shall state the portion of
the principal amount thereof to be redeemed. A new Note in a principal amount
equal to the unredeemed portion thereof will be issued in the

                                      -32-
<PAGE>   40
name of the Holder thereof upon cancellation of the original Note. On and after
the redemption date, interest will cease to accrue on Notes or portions thereof
called for redemption as long as the Issuers have deposited with the Paying
Agent funds in satisfaction of the applicable redemption price pursuant to this
Indenture.

                  SECTION 3.03. Optional Redemption.


                  (a) Optional Redemption. The Notes will be redeemable by the
Issuers, in whole at any time or in part from time to time, on and after
February 15, 2005, upon not less than 30 nor more than 60 days' notice, in the
event of a permitted purchase (pursuant to Section 28.4.1 of the Equipment Lease
Agreement) of Equipment from BRL by UCI with the proceeds of such purchase
allocable to the Notes, at the following redemption prices (expressed as
percentages of the principal amount thereof) if redeemed during the twelve-month
period commencing on February 15 of the year set forth below, plus, in each
case, accrued and unpaid interest thereon, if any, to the date of redemption:

<TABLE>
<CAPTION>
                 Year                                                             Percentage
                 ----                                                             ----------
<S>                                                                               <C>
                 2005..........................................................   104.438%
                 2006..........................................................   102.219%
                 2007..........................................................   100.000%
</TABLE>


                  (b) Optional Redemption upon Equity Offerings. At any time, or
from time to time, on or prior to February 15, 2004, UCI may, at its option,
apply the net cash proceeds of one or more Equity Offerings to purchase
Equipment from BRL pursuant to Section 28.4.1 of the Equipment Lease Agreement.
The Issuers will use such proceeds allocable to the Notes to redeem up to 35% of
the Notes at a redemption price equal to 108.875% of the principal amount of the
Notes to be redeemed on the date of redemption, plus accrued and unpaid
interest, if any; provided that at least 65% of the aggregate principal amount
of Notes originally issued remains outstanding immediately after any such
redemption. The permitted purchase and such redemption must be completed not
more than 120 days after the consummation of such Equity Offering.

                  (c) Optional Redemption upon Change of Control. Upon the
occurrence of a Change of Control prior to February 15, 2005, UCI may, at its
option, purchase Equipment from BRL pursuant to Section 28.4.3 of the Equipment
Lease Agreement, and the Issuers shall apply the proceeds thereof allocable to
the Notes to redeem all, but not less than all, of the outstanding Notes at a
redemption price equal to 100% of the principal amount thereof plus the
applicable Make Whole Premium (a "Change of Control Redemption"). The Issuers
shall give not less than 30 nor more than 60 days' notice of such redemption
within 30 days following a Change of Control.

                  Each of the foregoing redemptions of Notes referred to in this
Section 3.03 will require the prepayment by BRL of a corresponding percentage of
the then outstanding BRL Term Loan and Equity Investment.


                                      -33-
<PAGE>   41
                  SECTION 3.04. Notice of Redemption.


                  At least 30 days but not more than 60 days before the
Redemption Date, the Issuers shall mail or cause to be mailed a notice of
redemption by first class mail to each Holder of Notes to be redeemed at its
registered address, with a copy to the Trustee and any Paying Agent. At the
Issuers' request, the Trustee shall give the notice of redemption in the
Issuers' names and at the Issuers' expense. The Issuers shall provide such
notices of redemption to the Trustee at least fifteen days before the intended
mailing date. In any case, failure to give such notice or any defect in the
notice to the holder of any Note shall not affect the validity of the proceeding
for the redemption of any other Note.

                  Each notice of redemption shall identify (including the CUSIP
number) the Notes to be redeemed and shall state:

                  (1) the Redemption Date;

                  (2) the redemption price and the amount of accrued interest,
         if any, to be paid;

                  (3) the name and address of the Paying Agent;

                  (4) the subparagraph of the Notes pursuant to which such
         redemption is being made;

                  (5) that Notes called for redemption must be surrendered to
         the Paying Agent to collect the redemption price plus accrued interest,
         if any;

                  (6) that, unless the Issuers default in making the redemption
         payment, interest on Notes or applicable portions thereof called for
         redemption ceases to accrue on and after the Redemption Date, and the
         only remaining right of the Holders of such Notes is to receive payment
         of the applicable redemption price plus accrued interest as of the
         Redemption Date, if any, upon surrender to the Paying Agent of the
         Notes redeemed;

                  (7) if any Note is being redeemed in part, the portion of the
         principal amount of such Note to be redeemed and that, after the
         Redemption Date, and upon surrender of such Note, a new Note or Notes
         in the aggregate principal amount equal to the unredeemed portion
         thereof will be issued; and

                  (8) if fewer than all the Notes are to be redeemed, the
         identification of the particular Notes (or portion thereof) to be
         redeemed, as well as the aggregate principal amount of Notes to be
         redeemed and the aggregate principal amount of Notes to be outstanding
         after such partial redemption.

                  No representation is made as to the accuracy of the CUSIP
numbers listed in such notice or printed on the Notes.

                                      -34-
<PAGE>   42
                  The Issuers will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
purchase of Notes.

                  SECTION 3.05. Effect of Notice of Redemption.


                  Once notice of redemption is mailed in accordance with Section
3.04, such notice of redemption shall be irrevocable and Notes called for
redemption become due and payable on the Redemption Date and at the redemption
price plus accrued interest as of such date, if any. Upon surrender to the
Trustee or Paying Agent, such Notes called for redemption shall be paid at the
applicable redemption price plus accrued interest thereon to the Redemption
Date, but installments of interest, the maturity of which is on or prior to the
Redemption Date, shall be payable to Holders of record at the close of business
on the relevant record dates referred to in the Notes. Interest shall accrue on
or after the Redemption Date and shall be payable only if the Issuers default in
payment of the applicable redemption price.

                  SECTION 3.06. Deposit of Redemption Price.


                  Not later than 11:00 a.m. New York City time on the Redemption
Date and in accordance with Section 2.14, the Issuers shall deposit with the
Paying Agent U.S. Legal Tender sufficient to pay the applicable redemption price
plus accrued interest, if any, of all Notes to be redeemed on that date. The
Paying Agent shall promptly return to the Issuers any U.S. Legal Tender so
deposited which is not required for that purpose, except with respect to monies
owed as obligations to the Trustee pursuant to Article Six.

                  Unless the Issuers fail to comply with the preceding paragraph
and defaults in the payment of such redemption price plus accrued interest, if
any, interest on the Notes to be redeemed will cease to accrue on and after the
applicable Redemption Date, whether or not such Notes are presented for payment.

                  SECTION 3.07. Notes Redeemed in Part.


                  Upon surrender of a Note that is to be redeemed in part, the
Issuers shall execute and the Trustee shall authenticate for the Holder a new
Note or Notes equal in principal amount to the unredeemed portion of the Note
surrendered.


                                      -35-
<PAGE>   43
                                  ARTICLE FOUR

                                    COVENANTS


                  SECTION 4.01. Application of Proceeds.


                  The proceeds of the Notes and the BRL Term Loan shall be used
solely to finance BRL's acquisition of the items of Equipment in accordance with
the terms of the Participation Agreement and for costs related to such
transactions.

                  SECTION 4.02. Payment of Notes.


                  (a) The Issuers shall pay the principal of and interest on the
Notes on the dates and in the manner provided in the Notes and in this
Indenture.

                  (b) An installment of principal of or interest on the Notes
shall be considered paid on the date it is due if the Trustee or Paying Agent
(other than the Issuers or any of their Affiliates) holds, prior to 11:00 a.m.
New York City time on that date, U.S. Legal Tender designated for and sufficient
to pay the installment in full and is not prohibited from paying such money to
the Holders pursuant to the terms of this Indenture or the Notes.

                  (c) Notwithstanding anything to the contrary contained in this
Indenture, the Issuers may, to the extent required to do so by law, deduct or
withhold income or other similar taxes imposed by the United States of America
from principal or interest payments hereunder.

                  SECTION 4.03. Maintenance of Office or Agency.


                  The Issuers shall maintain the office or agency required under
Section 2.03. The Issuers shall give prior written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Issuers shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations
and surrenders as may be required pursuant to Section 2.03 may be made or served
at the address of the Trustee set forth in Section 10.02.

                  SECTION 4.04. Legal Existence.


                  The Issuers shall do or shall cause to be done all things
necessary to preserve and keep in full force and effect their legal existence in
accordance with their respective organizational documents and the rights
(charter and statutory) and material franchises of each Issuer; provided that no
Issuer shall be required to preserve any such right, license or franchise, if
the maintenance or preservation thereof is not otherwise required pursuant to
Section 4.07 and is no longer desirable, as determined in good faith by such
Issuer's Board of Directors, in the conduct of the business of such Issuer.

                                      -36-
<PAGE>   44
                  SECTION 4.05. Payment of Taxes and Other Claims.


                  The Issuers shall pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (i) all material taxes,
assessments and governmental charges (including withholding taxes and any
penalties, interest and additions to taxes) levied or imposed upon the Issuers
or properties of the Issuers and (ii) all material lawful claims for labor,
materials and supplies that, if unpaid, might by law become a Lien upon the
property of the Issuers; provided, however, that the Issuers shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate negotiations or proceedings properly
instituted and diligently conducted for which adequate reserves, to the extent
required under GAAP, have been taken.

                  SECTION 4.06. Compliance Certificate; Notice of Default.


                  (a) Each Issuer shall deliver to the Trustee, within 105 days
after the end of its fiscal year, an Officer's Certificate (provided, however,
that one of the signatories to such Officer's Certificate shall be such Issuer's
principal executive officer, principal financial officer or principal accounting
officer), as to such Officers' knowledge of the Issuer's compliance with all
conditions and covenants under this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and in the event any Default
of such Issuer exists, such Officers shall specify the nature of such Default.
Each such Officer's Certificate shall also notify the Trustee should the Issuer
elect to change the manner in which it fixes its fiscal year end.

                  (b) If any Default or Event of Default has occurred and is
continuing, the Issuers shall deliver to the Trustee, at their address set forth
in Section 10.02, by registered or certified mail or by facsimile transmission
followed by hard copy by registered or certified mail an Officer's Certificate
of each Issuer specifying such event within 10 days of its becoming aware of
such occurrence.

                  SECTION 4.07. Compliance with Laws.


                  The Issuers shall comply in all material respects with all
applicable statutes, rules, regulations, orders and restrictions of the United
States of America, all states and municipalities thereof and of any governmental
department, commission, board, regulatory authority, bureau, agency and
instrumentality of the foregoing, in respect of the conduct of their respective
businesses and the ownership of their respective properties. The Issuers shall
promptly take, and maintain the effectiveness of, all action to effectuate the
Participation Agreement, this Indenture or the Equipment Lease Agreement, as
applicable, or otherwise that may, from time to time, be necessary or
appropriate under applicable law in connection with the performance by the
Issuers of their respective obligations under the Participation Agreement, this
Indenture or the Equipment Lease Agreement, as applicable, or the taking of any
action hereby or thereby contemplated, or necessary for the legality, validity,
binding effect or enforceability of the Participation Agreement, this Indenture
or the Equipment Lease Agreement, as applicable, or for the making of any

                                      -37-
<PAGE>   45
payment or the transfer or remittance of any funds by the Issuers under the
Participation Agreement, this Indenture or the Equipment Lease Agreement, as
applicable.

                  SECTION 4.08. Line of Business.


                  BRL shall not (i) enter into any business other than its
acquisition, leasing, financing and sale of the Equipment, (ii) create, incur,
assume or permit to exist any indebtedness, except as expressly permitted by the
Participation Agreement, (iii) enter into, or be a party to, any transaction
with any person, except the transactions set forth in the Participation
Agreement, the Indenture or the Equipment Lease Agreement, as applicable, and as
expressly permitted thereby, or (iv) make any investment in, guarantee the
obligations of, or make or advance money to any person (other than BRL Corp.),
through the direct or indirect lending of money, holding of securities or
otherwise except the transactions set forth in the Operative Documents and as
expressly permitted thereby. BRL Corp. will conduct no business other than
acting as a co-issuer of the Notes, maintaining its corporate existence and
taking such actions as are required to comply with its covenants and agreements
under the Indenture, the Purchase Agreement and the Registration Rights
Agreement.

                  SECTION 4.09. Liens.


                  The Issuers shall duly pay and discharge (i) immediately upon
the attachment thereof in the case of BRL, all liens other than Permitted Liens
on any Collateral, (ii) as and when due, all of their indebtedness and other
obligations before the time that any lien attaches unless and only to the extent
that any such amounts are not yet due and payable or the validity thereof is
being contested in good faith by appropriate proceedings so long as such
proceedings do not involve any material danger of the sale, forfeiture or loss
of the items of Equipment or any interest therein and the Issuers maintain or
cause UCI to maintain appropriate reserves with respect thereto or have made
adequate provision for the payment thereof, in accordance with GAAP and approved
by the Administrative Agent, and (iii) all taxes imposed upon or against them or
their property or assets, or upon any property leased by them, prior to the date
on which penalties attach thereto.

                  SECTION 4.10. Liquidation.


                  The Issuers shall not wind up, liquidate or dissolve their
affairs or enter into any transaction of merger or consolidation, or convey,
sell, lease (substantially as a whole), or otherwise dispose of (whether in one
or in a series of transactions) their assets except as expressly permitted by
the Operative Documents.

                  SECTION 4.11. Reports to Holders.


                  The Issuers will deliver to the Trustee within 15 days after
the filing of the same with the Commission, copies of the quarterly and annual
reports and of the information, documents and other reports, if any, which the
Issuers are required to file with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act. Notwithstanding that the Issuers may not be

                                      -38-
<PAGE>   46
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Issuers will provide the Trustee and the Holders with such annual
reports and such information, documents and other reports specified in Sections
13 and 15(d) of the Exchange Act. The Issuers will also comply with the other
provisions of TIA Section 314(a).

                  SECTION 4.12. Waiver of Stay, Extension or Usury Laws.


                  The Issuers covenant (to the extent they may lawfully do so)
that they shall not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any
usury law or other law that would prohibit or forgive the Issuers from paying
all or any portion of the principal of or interest on the Notes as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may
affect the covenants or the performance of this Indenture; and (to the extent
that they may lawfully do so) the Issuers hereby expressly waive all benefit or
advantage of any such law, and covenant that they shall not by resort to any
such law hinder, delay or impede the execution of any power herein granted to
the Trustee, but shall suffer and permit the execution of every such power as
though no such law had been enacted.

                  SECTION 4.13. Change of Control.


                  (a) Upon the occurrence of a Change of Control each Holder
will have the right to require that the Issuers purchase all or a portion of
such Holder's Notes pursuant to the offer described below (a "Change of Control
Offer") at a purchase price equal to 101% of the principal amount thereof plus
accrued and unpaid interest to the date of purchase.

                  (b) Within 30 days following the date upon which a Change of
Control occurs, the Issuers must send, by first class mail, a notice to each
Holder at such Holder's last registered address, with a copy to the Trustee,
which notice shall govern the terms of the Change of Control Offer. Such notice
shall state, among other things:

                  (i) that the Change of Control Offer is being made pursuant to
         this Section 4.13 and that all Notes tendered and not withdrawn shall
         be accepted for payment;

                 (ii) the purchase price (equal to 101% of the principal amount
         thereof plus accrued and unpaid interest, if any, thereon to the date
         of purchase) and the purchase date (which shall be no earlier than 30
         days nor later than 45 days from the date such notice is mailed, other
         than as may be required by law) (the "Change of Control Payment Date");

                 (iii) that any Note not tendered shall continue to accrue
         interest in accordance with the terms thereof;

                 (iv) that, unless the Issuers default in making payment
         therefor, any Note accepted for payment pursuant to the Change of
         Control Offer shall cease to accrue interest after the Change of
         Control Payment Date;


                                      -39-
<PAGE>   47
                 (v) that Holders electing to have a Note purchased pursuant to
         a Change of Control Offer shall be required to surrender the Note, with
         the form entitled "Option of Holder to Elect Purchase" on the reverse
         of the Note completed, to the Paying Agent at the address specified in
         the notice prior to the close of business on the third business day
         prior to the Change of Control Payment Date;

                 (vi) that Holders shall be entitled to withdraw their election
         if the Paying Agent receives, not later than the second business day
         prior to the Change of Control Payment Date, a facsimile transmission
         or letter setting forth the name of the Holder, the principal amount of
         the Notes the Holder delivered for purchase and a statement that such
         Holder is withdrawing his election to have such Notes purchased;

                 (vii) that Holders whose Notes are purchased only in part shall
         be issued new Notes in a principal amount equal to the unpurchased
         portion of the Notes surrendered; provided, however, that each Note
         purchased and each new Note issued shall be in an original principal
         amount of $1,000 or integral multiples thereof; and

                 (viii) the name and address of the Paying Agent.

                  Holders electing to have a Note purchased pursuant to a Change
of Control Offer will be required to surrender the Note, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Note completed, to
the Paying Agent at the address specified in the notice prior to the close of
business on the third Business Day prior to the Change of Control Payment Date.

                  (c) On the Change of Control Payment Date, the Issuers shall,
to the extent permitted by law, (i) accept for payment all Notes or portions
thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit
with the Paying Agent U.S. Legal Tender in an amount equal to the aggregate
Change of Control Payment in respect of all Notes or portions thereof so
tendered and (iii) deliver, or cause to be delivered, to the Trustee for
cancellation the Notes so accepted together with an Officer's Certificate
stating that such Notes or portions thereof have been tendered to and purchased
by the Issuers. The Paying Agent will promptly either (x) pay to the Holder
against presentation and surrender (or, in the case of partial payment,
endorsement) of the Global Notes or (y) in the case of Certificated Securities,
mail to each Holder of Notes the Change of Control Payment for such Notes, and
the Trustee will promptly authenticate and deliver to the Holder of the Global
Notes a new Global Note or Notes or, in the case of Definitive Notes, mail to
each Holder new Certificated Securities, as applicable, equal in principal
amount to any unpurchased portion of the Notes surrendered, if any, provided
that each new Certificated Security will be in a principal amount of $1,000 or
an integral multiple thereof. The Issuers will notify in writing the Trustee and
the Holders of the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

                  (d) The Issuers shall not be required to make a Change of
Control Offer upon a Change of Control if a third party makes the Change of
Control Offer at the Change of Control Purchase Price, at the same times and
otherwise in compliance with the requirements applicable

                                      -40-
<PAGE>   48
to a Change of Control Offer made by the Issuers and purchases all Notes validly
tendered and not withdrawn under such Change of Control Offer.

                  (e) None of the Board of Directors of each Issuer or the
Trustee may waive the provisions of this Section 4.13 relating to each Issuer's
obligation to make a Change of Control Offer or a Holder's right to redemption
upon a Change of Control.

                  (f) Each Issuer shall comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of Notes pursuant to a Change of Control Offer. To the
extent that the provisions of any securities laws or regulations conflict with
the provisions of this Section 4.13, the Issuers shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under the provisions of this Section 4.13 by virtue
thereof.

                  SECTION 4.14. Net Proceeds Offer Following Asset Sale.


                  The Issuers will comply with the following after the
occurrence of a Net Proceeds Offer Trigger Date:

                  The Issuers shall make an offer to purchase with respect to
such Net Proceeds Offer Trigger Date (the "Net Proceeds Offer") from all Holders
on a pro rata basis, that amount of Notes equal to the Net Proceeds Offer Amount
with respect to such Net Proceeds Offer Trigger Date that is allocable, under
the Participation Agreement, to the Notes (which allocation shall include the
application of such Net Cash Proceeds pro rata to the outstanding amount of
Notes, the BRL Term Loan and the Equity Contribution; provided that the maximum
amount of Notes to be so purchased multiplied by 1.219512195121951219512195122
shall not exceed such Net Cash Proceeds) at a price equal to 100% of the
principal amount of the Notes to be purchased, plus accrued and unpaid interest
thereon, if any, to the date of purchase.

                  Each Net Proceeds Offer will be mailed to the record Holders
as shown on the register of Holders not less than 30 days nor more than 45 days
following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and
shall comply with the procedures set forth in this Indenture. Upon receiving
notice of the Net Proceeds Offer, Holders may elect to tender their Notes in
whole or in part in integral multiples of $1,000 principal amount in exchange
for cash. To the extent Holders properly tender Notes in an amount exceeding the
Net Proceeds Offer Amount allocable to the Notes, Notes of tendering Holders
will be purchased on a pro rata basis (based on amounts tendered). A Net
Proceeds Offer shall remain open for a period of 20 business days or such longer
period as may be required by law, and the purchase of such Note shall be
consummated within 60 days following the mailing of the Net Proceeds Offer.

                  The notice, which shall govern the terms of the Net Proceeds
Offer, shall include such disclosures as are required by law and shall state:

                 (i) that the Net Proceeds Offer is being made pursuant to this
         Section 4.14;


                                      -41-
<PAGE>   49
                 (ii) the purchase price (equal to 100% of the principal amount
         thereof plus accrued and unpaid interest, if any) to be paid for Notes
         purchased pursuant to the Net Proceeds Offer and the purchase date
         (which shall be no earlier than 30 days nor later than 45 days from the
         date such notice is mailed, other than as required by law) (the "Net
         Proceeds Offer Payment Date");

                 (iii) that any Note not tendered for payment will continue to
         accrue interest in accordance with the terms thereof;

                 (iv) that, unless the Issuers default on making the payment
         therefor, any Note accepted for payment pursuant to the Net Proceeds
         Offer shall cease to accrue interest after the Net Proceeds Payment
         Date;

                  (v) that Holders accepting the Offer to have their Notes
         purchased pursuant to the Net Proceeds Offer will be required to
         surrender their Notes to the Paying Agent at the address specified in
         the notice prior to the close of business on the third Business Day
         prior to the Net Proceeds Offer Payment Date;

                 (vi) that Holders will be entitled to withdraw their acceptance
         if the Paying Agent receives, not later than the close of business on
         the second Business Day prior to the Net Proceeds Offer Payment Date, a
         facsimile transmission or letter setting forth the name of the Holder,
         the principal amount of the Notes the Holder delivered for purchase and
         a statement that such Holder is withdrawing his election to have such
         Notes purchased;

                (vii) that Holders whose Notes are purchased only in part will
         be issued new Notes in a principal amount equal to the unpurchased
         portion of the Notes surrendered; provided that each Note purchased and
         each such new Note issued shall be in an original principal amount in
         denominations of $1,000 and integral multiples thereof;

               (viii) the name and address of the Paying Agent.

                  Holders electing to have a Note purchased pursuant to a Net
Proceeds Offer will be required to surrender the Note, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Note completed, to
the Paying Agent at the address specified in the notice prior to the close of
business on the third Business Day prior to the Net Proceeds Offer Payment Date.

                  On the Net Proceeds Payment Date, the Issuers shall (i) accept
for payment Notes or portions thereof tendered pursuant to the Net Proceeds
Offer in accordance with this Section 4.14, (ii) deposit with the Paying Agent
U.S. Legal Tender sufficient to pay in full the Notes to be purchased in
accordance with this Section 4.14 and (iii) deliver to the Trustee Notes so
accepted together with an Officer's Certificate of each Issuer stating the Notes
or portions thereof tendered to and accepted for payment by the Issuers.

                                      -42-
<PAGE>   50
                  For purposes of this Section 4.14, the Trustee shall act as
the Paying Agent. The Paying Agent shall promptly (but in any case no later than
10 calendar days after the Net Proceeds Payment Date) mail or deliver to the
Holders of Notes so accepted payment in an amount equal to the purchase price
for such Notes, and the Issuers shall execute and issue, and the Trustee shall
promptly authenticate and mail to such Holders, a new Note equal in principal
amount to any unpurchased portion of the Note surrendered; provided that each
such new Note shall be issued in an original principal amount in denominations
of $1,000 and integral multiples thereof. The Issuer will send to the Trustee
and the Holders of Notes on or as soon as practicable after the Net Proceeds
Payment Date a notice setting forth the results of the Net Proceeds Offer. Any
Notes not so accepted shall be promptly mailed or delivered by the Issuers to
the Holder thereof.

                  The Issuers will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the
provisions of any securities laws or regulations conflict with Section 4.14, the
Issuers shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under this Section 4.14 by
virtue thereof.


                                  ARTICLE FIVE

                                    REMEDIES


                  SECTION 5.01. Events of Default.


                  An "Event of Default" means any of the following events:

                  (a) the failure to pay interest on any Notes when the same
         becomes due and payable and the default continues for a period of 30
         days;

                  (b) the failure to pay the principal of any Notes, when such
         principal becomes due and payable, at maturity, upon redemption or
         otherwise (including the failure to make a payment to purchase Notes
         tendered pursuant to a Change of Control Offer or a Net Proceeds
         Offer);

                  (c) a default in the observance or performance of any other
         covenant or agreement of the Issuers contained in this Indenture which
         default continues for a period of 30 days after the Issuer receive
         written notice specifying the default (and demanding that such default
         be remedied and stating that such notice is a "Notice of Default") from
         the Trustee or the Holders of at least 25% of the outstanding principal
         amount of the Notes;

                  (d) the occurrence and continuation of a Lease Event of
         Default under the Equipment Lease Agreement (other than as a result of
         a breach of a covenant made solely

                                      -43-
<PAGE>   51
         for the benefit of BRL or the BRL Term Loan lenders or caused solely by
         a Change of Control);

                  (e) the acceleration of the final stated maturity or failure
         to pay at final maturity (giving effect to any applicable grace periods
         and any extensions thereof) any portion of the BRL Term Loan;

                  (f) Participation Agreement no longer creates a first priority
         lien on all of the Collateral for the benefit of the Collateral Agent
         (subject to Permitted Liens);

                  (g) a judgment is entered against BRL involving an aggregate
         liability of at least $15.0 million, which remains undischarged, unpaid
         or unstayed in such aggregate amount for a period of 60 consecutive
         days after such judgment becomes final and nonappealable; and

                  (h) either of the Issuers pursuant to or under or within the
         meaning of any Bankruptcy Law:

                           (i) commences a voluntary case or proceeding;

                           (ii) consents to the entry of an order for relief
                  against it in an involuntary case or proceeding;

                           (iii) consents to the appointment of a Custodian of
                  it or for all or substantially all of its property;

                           (iv) makes a general assignment for the benefit of
                  its creditors; or

                           (v) shall generally not pay its debts when such debts
                  become due or shall admit in writing its inability to pay its
                  debts generally; or

                  (i) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (i) is for relief against either of the Issuers in an
                  involuntary case or proceeding,

                           (ii) appoints a Custodian of either of the Issuers
                  for all or substantially all of their properties taken as a
                  whole, or

                           (iii) orders the liquidation of either of the
                  Issuers,

         and in each case the order or decree remains unstayed and in effect for
60 days.


                                      -44-
<PAGE>   52
                  SECTION 5.02. Acceleration.


                  If an Event of Default (other than an Event of Default
specified in Section 5.01(h) or (i) above with respect to the Issuers) shall
occur and be continuing, the Trustee or the Holders of at least 25% in principal
amount of outstanding Notes may declare the principal of and accrued and unpaid
interest on all the Notes to be due and payable by notice in writing to the
Issuers (and the Trustee if given by the Holders) specifying the respective
Event of Default and that it is a "notice of acceleration" (the "Acceleration
Notice"), and the same shall become immediately due and payable. In the event of
an acceleration because an Event of Default set forth in clause (e) above has
occurred and is continuing, such acceleration shall be automatically rescinded
and annulled if the event of default triggering such Event of Default pursuant
to clause (e) above shall be remedied or cured by the Issuers or waived by the
holders of the relevant Indebtedness within 20 days after the date of the
Acceleration Notice with respect thereto. In the event of an acceleration
because an Event of Default set forth in clause (e) above has occurred and is
continuing due to an acceleration of the BRL Term Loan caused by a Change of
Control, then all unpaid principal of, premium, if any (including the Make-Whole
Premium, if applicable) and accrued and unpaid interest on the Notes shall
become immediately due and payable. If an Event of Default specified in Section
5.01(h) or (i) with respect to the Issuers occurs and is continuing, then all
unpaid principal of and accrued and unpaid interest on all of the outstanding
Notes shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder. Following an
acceleration of the Notes, UCI shall have the option, under the Equipment Lease
Agreement, to repurchase all Equipment subject to the Equipment Lease Agreement
at the acquisition cost thereof, plus any other amounts owing under the
Equipment Lease Agreement, and with the proceeds of such repurchase allocable to
the Notes, the Issuers shall repay the Notes in full.

                  At any time after a declaration of acceleration with respect
to the Notes as described in the preceding paragraph, the Holders of a majority
in principal amount of the Notes may rescind and cancel such declaration and its
consequences (i) if the rescission would not conflict with any judgment or
decree, (ii) if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of the
acceleration, (iii) to the extent the payment of such interest is lawful, if
interest on overdue installments of interest and overdue principal, which has
become due otherwise than by such declaration of acceleration, has been paid,
(iv) if the Issuers have paid the Trustee its reasonable compensation and
reimbursed the Trustee for its expenses, disbursements and advances and (v) in
the event of the cure or waiver of an Event of Default of the type described in
Section 5.01(h) or (i), the Trustee shall have received an Officer's Certificate
and an Opinion of Counsel of each Issuer that such Event of Default has been
cured or waived. No such rescission shall affect any subsequent Default or
impair any right consequent thereto.

                  SECTION 5.03. Other Remedies.


                  (a) If an Event of Default occurs and is continuing, the
Trustee may pursue any available remedy by proceeding at law or in equity to
collect the payment of principal of or

                                      -45-
<PAGE>   53
interest on the Notes or to enforce the performance of any provision of the
Notes, this Indenture or the Participation Agreement.

                  (b) All rights of action and claims under this Indenture or
the Notes may be enforced by the Trustee even if it does not possess any of the
Notes or does not produce any of them in the proceeding. A delay or omission by
the Trustee or any Holder in exercising any right or remedy accruing upon an
Event of Default shall not impair the right or remedy or constitute a waiver of
or acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative to the extent permitted by law.

                  SECTION 5.04. Waiver of Defaults.


                  Prior to the acceleration of the Notes, the Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may, on behalf of the Holders of all the Notes, waive any
existing or past Default or Event of Default and its consequences under this
Indenture, except a Default or Event of Default specified in Section 5.01(a) or
(b) or in respect of any provision hereof which cannot be modified or amended
without the consent of the Holder so affected pursuant to Section 8.02. When a
Default or Event of Default is so waived, it shall be deemed cured and shall
cease to exist. This Section 5.04 shall be in lieu of Section 316(a)(1)(B) of
the TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded
from this Indenture and the Notes, as permitted by the TIA.

                  SECTION 5.05. Control by Majority.


                  Holders of the Notes may not enforce this Indenture or the
Notes except as provided in this Article Five and under the TIA. The Holders of
a majority in principal amount of the then outstanding Notes have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee; provided, however, that the Trustee may refuse to follow any direction
(a) that conflicts with any rule of law or this Indenture, (b) that the Trustee,
in its sole discretion, determines may be unduly prejudicial to the rights of
another Holder, or (c) that may expose the Trustee to personal liability for
which adequate indemnity provided to the Trustee against such liability is not
reasonably assured to it; provided, further, however, that the Trustee may take
any other action deemed proper by the Trustee that is not inconsistent with such
direction or this Indenture. This Section 5.05 shall be in lieu of Section
316(a)(1)(A) of the TIA, and such Section 316(a)(1)(A) of the TIA is hereby
expressly excluded from this Indenture and the Notes, as permitted by the TIA.

                  SECTION 5.06. Limitation on Suits.


                  A Holder may not pursue any remedy with respect to this
Indenture or the Notes unless: (i) the Holder gives to the Trustee written
notice of a continuing Event of Default; (ii) the Holders of at least 25% in
aggregate principal amount of the outstanding Notes make a written request to
the Trustee to pursue a remedy; (iii) such Holder or Holders offer and, if
requested, provide to the Trustee indemnity satisfactory to the Trustee against
any loss, liability or expense; (iv) the Trustee does not comply with the
request within 60 days after receipt of the request and

                                      -46-
<PAGE>   54
the offer and, if requested, the provision of indemnity; and (v) during such
60-day period the Holders of a majority in principal amount of the outstanding
Notes do not give the Trustee a direction which, in the opinion of the Trustee,
is inconsistent with the request. A Holder may not use this Indenture to
prejudice the rights of another Holder or to obtain a preference or priority
over such other Holder.

                  SECTION 5.07. Right of Holders To Receive Payment.


                  Notwithstanding any other provision in this Indenture, the
right of any Holder of a Note to receive payment of principal of and interest on
such Note, on or after the respective due dates expressed or provided for in
such Note, or to bring suit for the enforcement of any such payment on or after
the respective due dates, is absolute and unconditional and shall not be
impaired or affected without the consent of the Holder.

                  SECTION 5.08. Collection Suit by Trustee.


                  If an Event of Default specified in clause (a) or (b) of
Section 5.01 occurs and is continuing, the Trustee may recover judgment in its
own name and as trustee of an express trust against the Issuers, or any other
obligor on the Notes for the whole amount of principal of and accrued interest
remaining unpaid, together with interest on overdue principal and, to the extent
that payment of such interest is lawful, interest on overdue installments of
interest, in each case at the rate per annum provided for by the Notes and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee pursuant to the provisions of Section 6.07.

                  SECTION 5.09. Trustee May File Proofs of Claim.


                  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents, counsel, accountants and
experts) and the Holders allowed in any judicial proceedings relative to the
Issuers (or any other obligor upon the Notes), its creditors or its property and
shall be entitled and empowered to collect and receive any monies or other
property payable or deliverable on any such claims and to distribute the same,
and any Custodian in any such judicial proceedings is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent and counsel, and any other
amounts due the Trustee under Section 6.07. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

                                      -47-
<PAGE>   55
                  SECTION 5.10. Priorities.


                  If the Trustee collects any money pursuant to this Article
Five it shall pay out such money in the following order:

                  First:  to the Trustee for amounts due under Section 6.07;

                  Second: to Holders for amounts due and unpaid on the Notes for
         principal and interest accrued on the Notes, ratably, without
         preference or priority of any kind, according to the amounts due and
         payable on the Notes for principal and interest, respectively;

                  Third:  the balance, if any, to the Issuers.

                  The Trustee, upon prior written notice to the Issuers, may fix
a record date and payment date for any payment to Holders pursuant to this
Section 5.10.

                  SECTION 5.11. Undertaking for Costs.


                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court may in its discretion require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section 5.11 does not apply to any suit by the Trustee,
any suit by a Holder pursuant to Section 5.07, or a suit by a Holder or Holders
of more than 10% in aggregate principal amount of the outstanding Notes.

                  SECTION 5.12. Restoration of Rights and Remedies.


                  If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture or any Note and such proceeding
has been discontinued or abandoned for any reason, or has been determined
adversely to the Trustee or to such Holder, then and in every such case the
Issuers, the Trustee and the Holders shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

                                      -48-
<PAGE>   56
                                   ARTICLE SIX

                                     TRUSTEE


                  SECTION 6.01. Duties of Trustee.


                  (a) If an Event of Default known to the Trustee has occurred
and is continuing, the Trustee shall exercise such of the rights and powers
vested in it by this Indenture and use the same degree of care and skill in its
exercise thereof as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.

                  (b) Except during the continuance of an Event of Default known
to the Trustee:

                  (1) The Trustee need perform only those duties as are
         specifically set forth in this Indenture and no covenants or
         obligations shall be implied in this Indenture that are adverse to the
         Trustee.

                  (2) In the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture and the Participation Agreement. However, in the case of
         any such certificates or opinions that by any provision hereof are
         specifically required to be furnished to the Trustee, the Trustee shall
         examine the certificates and opinions to determine whether or not they
         conform to the requirements of this Indenture and the Participation
         Agreement.

                  (c) Notwithstanding anything to the contrary herein contained,
the Trustee may not be relieved from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:

                  (1) This paragraph does not limit the effect of paragraph (b)
         of this Section 6.01.

                  (2) The Trustee shall not be liable for any error of judgment
         made in good faith by a Trust Officer, unless it is proved that the
         Trustee was negligent in ascertaining the pertinent facts.

                  (3) The Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 5.02, 5.04 or 5.05.

                  (d) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties

                                      -49-
<PAGE>   57
hereunder or in the exercise of any of its rights or powers if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it in its
sole discretion against such risk, liability, loss, fees or expense which might
be incurred in compliance with such request or direction.

                  (e) Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section
6.01 and Section 6.02.

                  (f) The Trustee shall not be liable for interest on any money
or assets received by it except as the Trustee may agree in writing with the
Issuers. Assets held in trust by the Trustee need not be segregated from other
assets except to the extent required by law.

                  SECTION 6.02. Rights of Trustee.

                  Subject to Section 6.01:

                  (a) The Trustee may conclusively rely and shall be fully
         protected in acting or refraining from acting upon any document
         believed by it to be genuine and to have been signed or presented by
         the proper Person. The Trustee need not investigate any fact or matter
         stated in the document.

                  (b) Before the Trustee acts or refrains from acting, it may
         consult with counsel of its selection and may require an Officer's
         Certificate or an Opinion of Counsel, which shall conform to Sections
         10.04 and 10.05. The Trustee shall not be liable for any action it
         takes or omits to take in good faith in reliance on such Officer's
         Certificate or Opinion of Counsel. The Trustee may consult with counsel
         of its selection and the advice of such counsel or any Opinion of
         Counsel shall be full and complete authorization and protection from
         liability in respect to any action taken, suffered or omitted by it
         hereunder in good faith and in reliance thereon.

                  (c) The Trustee may act through its attorneys and agents and
         shall not be responsible for the misconduct or negligence of any agent
         appointed with due care.

                  (d) The Trustee shall not be liable for any action that it
         takes or omits to take in good faith which it reasonably believes to be
         authorized or within its rights or powers.

                  (e) The Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, notice, request, direction, consent,
         order, bond, debenture, or other paper or document, but the Trustee, in
         its discretion, may make such further inquiry or investigation into
         such facts or matters as it may see fit, and, if the Trustee shall
         determine to make such further inquiry or investigation, it shall be
         entitled, upon reasonable notice to the Issuers, to examine the books,
         records, and premises of the Issuers, personally or by agent or
         attorney and to consult with the officers and representatives of the
         Issuers, including the Issuers' accountants and attorneys.


                                      -50-
<PAGE>   58
                  (f) The Trustee shall be under no obligation to exercise any
         of its rights or powers vested in it by this Indenture at the request,
         order or direction of any of the Holders pursuant to the provisions of
         this Indenture, unless such Holders have offered to the Trustee
         indemnity satisfactory to the Trustee against the costs, expenses and
         liabilities which may be incurred by it in compliance with such
         request, order or direction.

                  (g) The Trustee shall not be required to give any bond or
         surety in respect of the performance of its powers and duties
         hereunder.

                  (h) Delivery of reports, information and documents to the
         Trustee under Section 4.11 is for informational purposes only and the
         Trustee's receipt of the foregoing shall not constitute constructive
         notice of any information contained therein or determinable from
         information contained therein, including the Issuers' compliance with
         any of their covenants hereunder (as to which the Trustee is entitled
         to rely exclusively on Officer's Certificates).

                  (i) The Trustee shall not be deemed to have notice of any
         Event of Default unless a Trust Officer of the Trustee has actual
         knowledge thereof or unless the Trustee shall have received written
         notice thereof at the Corporate Trust Office of the Trustee, and such
         notice references the Notes and this Indenture.

                  (j) The rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to, and shall be enforceable by, the
         Trustee in each of its capacities hereunder, and each agent, custodian
         and other Person employed to act hereunder.

                  (k) The Trustee may request that the Issuers deliver an
         Officer's Certificate setting forth the names of individuals and/or
         titles of officers authorized at such time to take specified actions
         pursuant to this Indenture, which Officer's Certificate may be signed
         by any person authorized to sign an Officer's Certificate, including
         any person specified as so authorized in any such certificate
         previously delivered and not superseded.

                  SECTION 6.03. Individual Rights of Trustee.


                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Issuers, UCH, UCI
or their respective Affiliates with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. However, the Trustee must
comply with Sections 6.10 and 6.11.

                  SECTION 6.04. Trustee's Disclaimer.


                  The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Notes, and it shall not be accountable for the
Issuers' use of the proceeds from the Notes, it shall not be responsible for the
use or application of any money received by any Paying

                                      -51-
<PAGE>   59
Agent other than the Trustee, and it shall not be responsible for any statement
of the Issuers in this Indenture or the Notes other than the Trustee's
certificate of authentication.

                  SECTION 6.05. Notice of Default.


                  If a Default or an Event of Default occurs and is continuing
and if it is known to a Trust Officer, the Trustee shall mail to each Holder
notice of the uncured Default or Event of Default within 90 days after obtaining
knowledge thereof. Except in the case of a Default or an Event of Default in
payment of principal of, or interest on, any Note, including an accelerated
payment, a Default in payment on the Change of Control Payment Date pursuant to
a Change of Control Offer or on the Net Proceeds Offer Payment Date pursuant to
a Net Proceeds Offer, the Trustee may withhold the notice if and so long as its
Board of Directors, the executive committee of its Board of Directors or a
committee of its directors and/or Trust Officers in good faith determines that
withholding the notice is in the interest of the Holders. The foregoing sentence
of this Section 6.05 shall be in lieu of the proviso to Section 315(b) of the
TIA and such proviso to Section 315(b) of the TIA is hereby expressly excluded
from this Indenture and the Notes, as permitted by the TIA.

                  SECTION 6.06. Reports by Trustee to Holders.


                  Within 60 days after May 15 of each year beginning with 2001,
the Trustee shall, to the extent that any of the events described in TIA Section
313(a) occurred within the previous twelve months, but not otherwise, mail to
each Holder a brief report dated as of such date that complies with TIA Section
313(a). The Trustee also shall comply with TIA Sections 313(b), (c) and
(d).

                  A copy of each report at the time of its mailing to Holders
shall be mailed to the Issuers and filed with the Commission and each stock
exchange, if any, on which the Notes are listed.

                  The Issuers shall promptly notify the Trustee if the Notes
become listed on any stock exchange and of any delisting thereof and the Trustee
shall comply with TIA Section 313(d).

                  SECTION 6.07. Compensation and Indemnity.


                  The Issuers shall pay to the Trustee from time to time such
compensation for its services as has been agreed to in writing signed by the
Issuers and the Trustee. The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Issuers shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred or made by it in connection with the performance of its duties under
this Indenture. Such expenses shall include the reasonable fees and expenses of
the Trustee's agents and counsel.

                  The Issuers shall indemnify each of the Trustee (or any
predecessor Trustee) and its agents, employees, stockholders, Affiliates and
directors and officers for, and hold them each harmless against, any and all
loss, liability, damage, claim or expense (including reasonable fees

                                      -52-
<PAGE>   60
and expenses of counsel), including taxes (other than taxes based on the income
of the Trustee) incurred by them except for such actions to the extent caused by
any negligence, bad faith or willful misconduct on the part of any of them,
arising out of or in connection with the acceptance or administration of this
trust including the reasonable costs and expenses of defending themselves
against any claim (whether asserted by the Issuers, a Holder or any other
Person) or liability in connection with the exercise or performance of any of
their rights, powers or duties hereunder. The Trustee shall notify the Issuers
promptly of any claim asserted against the Trustee for which it may seek
indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the
Issuers of their obligations hereunder except to the extent such failure shall
have prejudiced the Issuers. The Issuers shall defend the claim and the Trustee
shall cooperate in the defense; provided, however, that any settlement of a
claim shall be approved in writing by the Trustee if such settlement would
result in an admission of liability by the Trustee or if such settlement would
not be accompanied by a full release of the Trustee for all liability arising
out of the events giving rise to such claim. The Trustee may at its option have
separate counsel of its own choosing and the Issuers shall pay the reasonable
fees and expenses of such counsel. The Issuers need not pay for any settlement
made without their consent, which consent shall not be unreasonably withheld.

                  To secure the Issuers' payment obligations in this Section
6.07, the Trustee shall have a lien prior to the Notes on all assets or money
held or collected by the Trustee, in its capacity as Trustee, except assets or
money held in trust to pay principal of or interest on particular Notes.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 5.01(h) or 5.01(i) occurs, such expenses
and the compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law.

                  The provisions of this Section 6.07 shall survive the
resignation or removal of a Trustee and the termination of this Indenture.

                  SECTION 6.08. Replacement of Trustee.


                  The Trustee may resign at any time by so notifying the
Issuers. The Holders of a majority in principal amount of the outstanding Notes
may remove the Trustee and appoint a successor Trustee with the Issuers'
consent, by so notifying the Issuers and the Trustee in writing. The Issuers may
remove the Trustee if:

                  (1) the Trustee fails to comply with Section 6.10;

                  (2) the Trustee is adjudged bankrupt or insolvent;

                  (3) a receiver or other public officer takes charge of the
         Trustee or its property; or

                  (4) the Trustee becomes incapable of acting.


                                      -53-
<PAGE>   61
                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Issuers shall notify each Holder of
such event and shall promptly appoint a successor Trustee. Within one year after
the successor Trustee takes office, the Holders of a majority in aggregate
principal amount of the outstanding Notes may appoint a successor Trustee to
replace the successor Trustee appointed by the Issuers.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuers. As promptly as possible
after that, the retiring Trustee shall transfer all property held by it as
Trustee to the successor Trustee, subject to the lien provided in Section 6.07,
the resignation or removal of the retiring Trustee shall become effective, and
the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The Issuers shall mail notice of such successor
Trustee's appointment to each Holder.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Issuers or the Holders of at least 10% in aggregate principal amount of the
outstanding Notes may petition, at the expense of the Issuers, any court of
competent jurisdiction for the appointment of a successor Trustee.

                  If the Trustee fails to comply with Section 6.10, any Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

                  Notwithstanding any resignation or replacement of the Trustee
pursuant to this Section 6.08, the Issuers' obligations under Section 6.07 shall
continue for the benefit of the retiring Trustee.

                  SECTION 6.09. Successor Trustee by Merger, Etc.


                  If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the resulting, surviving or transferee corporation without any
further act shall, if such resulting, surviving or transferee corporation is
otherwise eligible hereunder, be the successor Trustee; provided, however, that
such corporation shall be otherwise qualified and eligible under this Article
Six.

                  SECTION 6.10. Eligibility; Disqualification.


                  This Indenture shall always have a Trustee who satisfies the
requirement of TIA Sections 310(a)(1), (2) and (5). The Trustee (or, in
the case of a Trustee that is a subsidiary of another Bank or a corporation
included in a bank holding company system, the related bank or bank holding
company) shall have a combined capital and surplus of at least $50,000,000
million as set forth in its most recent published annual report of condition,
and have a Corporate Trust Office in the City of New York. In addition, if the
Trustee is a subsidiary of another Bank or a corporation included in a bank
holding company system, the Trustee, independently of such bank or bank holding
company, shall meet the capital requirements of TIA Section 310(a)(2). The
Trustee shall comply with TIA Section 310(b); provided, however, that there
shall be excluded from the operation of

                                      -54-
<PAGE>   62
TIA Section 310(b)(1) any indenture or indentures under which other securities,
or certificates of interest or participation in other securities, of the Issuers
are outstanding, if the requirements for such exclusion set forth in TIA Section
310(b)(1) are met. The provisions of TIA Section 310 shall apply to the Issuers,
as obligors of the Notes.

                  SECTION 6.11. Preferential Collection of Claims Against
Issuers.


                  The Trustee shall comply with TIA Section 311(a), excluding
any creditor relationship listed in TIA Section 311(b). A Trustee who has
resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated therein.


                                  ARTICLE SEVEN

                       DISCHARGE OF INDENTURE; DEFEASANCE


                  SECTION 7.01. Termination of Issuers' Obligations.


                  This Indenture will be discharged and will cease to be of
further effect (except as to surviving rights or registration of transfer or
exchange of the Notes, as expressly provided for in this Indenture) as to all
outstanding Notes when (a) either (i) all Notes theretofore authenticated and
delivered (except lost, stolen or destroyed Notes which have been replaced or
paid and Notes for whose payment money has theretofore been deposited in trust
or segregated and held in trust by the Issuers and thereafter repaid to the
Issuers or discharged from such trust) have been delivered to the Trustee for
cancellation or (ii) all Notes not theretofore delivered to the Trustee for
cancellation have become due and payable or, by their terms, are to become due
and payable on their maturity date within one year, or are to be called for
redemption upon delivery of notice, within one year and the Issuers have
irrevocably deposited or caused to be deposited with the Trustee funds in an
amount sufficient to pay and discharge the principal of, premium, if any, and
interest on the Notes to the date of maturity or redemption, as the case may be,
together with irrevocable instructions from the Issuers directing the Trustee to
apply such funds to the payment thereof or redemption, as the case may be; (b)
the Issuers have paid all other sums payable under this Indenture by the
Issuers; and (c) the Issuers have delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel stating that all conditions precedent
under this Indenture relating to the satisfaction and discharge of this
Indenture have been complied with.

                  The Issuers may, at their option and at any time, elect to
have their obligations discharged with respect to the outstanding Notes ("Legal
Defeasance"). Upon any such Legal Defeasance this Indenture shall cease to be of
further effect and the Issuers shall have no further obligations hereunder or
under the Notes and the entire indebtedness represented by the outstanding Notes
shall be deemed to have been paid and discharged, except for (a) the rights of
Holders to receive payments in respect of the principal, premium, if any, and
interest on the Notes when such payments are due from the trust referred to
below, (b) the Issuers' obligations with respect to the Notes concerning issuing
temporary Notes, registration of Notes, mutilated,

                                      -55-
<PAGE>   63
destroyed, lost or stolen Notes and the maintenance of an office or agency for
payments, (c) the rights, powers, trust, duties and immunities of the Trustee
and the Issuers' obligations in connection therewith and (d) the Legal
Defeasance provisions of this Section 7.01. In addition, the Issuers may, at
their option and at any time, elect to have the obligations of the Issuers
released with respect to covenants contained in Sections 4.04 (except with
respect to the corporate existence of the Issuers) through 4.14 of this
Indenture and the covenants of UCI in Section 9.2 of the Participation Agreement
for the benefit of the Trustee and the Holders ("Covenant Defeasance") and
thereafter any omission to comply with such obligations shall not constitute a
Default or Event of Default with respect to the Notes. In the event of Covenant
Defeasance, those events described under Section 5.01 (except those events
described in Section 5.01(a), (b) (excluding the parenthetical clause therein),
(h) and (i)) will no longer constitute an Event of Default with respect to the
Notes.

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

                  (a) the Issuers must irrevocably deposit with the Trustee, in
         trust, for the benefit of the Holders cash in United States dollars,
         non-callable U.S. Government Obligations, or a combination thereof, in
         such amounts as will be sufficient, in the opinion of a nationally
         recognized firm of independent public accountants, to pay the principal
         of, premium, if any, and interest on the Notes on the stated date for
         payment thereof or on the applicable Redemption Date, as the case may
         be;

                  (b) in the case of Legal Defeasance, the Issuers shall have
         delivered to the Trustee an Opinion of Counsel in the United States
         reasonably acceptable to the Trustee confirming that (i) the Issuers
         have received from, or there has been published by, the Internal
         Revenue Service a ruling or since the date of this Indenture, there has
         been a change in the applicable federal income tax law, in either case
         to the effect that, and based thereon such opinion of counsel shall
         confirm that, the Holders will not recognize income, gain or loss for
         federal income tax purposes as a result of such Legal Defeasance, and
         (ii) the Holders will be subject to U.S. federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such Legal Defeasance had not occurred;

                  (c) in the case of Covenant Defeasance, the Issuers shall have
         delivered to the Trustee an Opinion of Counsel in the United States
         reasonably acceptable to the Trustee confirming that the Holders will
         not recognize income, gain or loss for federal income tax purposes as a
         result of such Covenant Defeasance and will be subject to federal
         income tax on the same amounts, in the same manner and at the same
         times as would have been the case if such Covenant Defeasance had not
         occurred;

                  (d) no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit (other than a Default or Event
         of Default arising in connection with the substantially contemporaneous
         borrowing of funds to fund the deposit referenced in clause (a) above)
         or insofar as Events of Default under Section 5.01(h) or (i) from

                                      -56-
<PAGE>   64
         bankruptcy or insolvency events are concerned, at any time in the
         period ending on the 91st day after the date of deposit;

                  (e) such Legal Defeasance or Covenant Defeasance shall not
         result in a breach or violation of, or constitute a default under this
         Indenture or any other material agreement or instrument to which either
         of the Issuers is a party or by which either of the Issuers is bound;

                  (f) the Issuers shall have delivered to the Trustee an
         Officer's Certificate of each Issuer stating that the deposit was not
         made by the Issuers with the intent of preferring the Holders over any
         other creditors of the Issuers or with the intent of defeating,
         hindering, delaying or defrauding any other creditors of the Issuers or
         others;

                  (g) the Issuers shall have delivered to the Trustee an
         Officer's Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for or relating to the Legal Defeasance
         or the Covenant Defeasance, as the case may be, have been complied
         with; and

                  (h) the Issuers shall have delivered to the Trustee an Opinion
         of Counsel to the effect that after the 91st day following the deposit,
         the trust funds will not be subject to the effect of any applicable
         bankruptcy, insolvency, reorganization or similar laws affecting
         creditors' rights generally.

                  Notwithstanding the foregoing, the Opinion of Counsel required
by clause (b) above with respect to Legal Defeasance need not be delivered if
all the Notes not theretofore delivered to the Trustee for cancellation (i) have
become due and payable, (ii) will become due and payable on the maturity date
within one year, or (iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Issuers.

                  SECTION 7.02. Application of Trust Money.


                  The Trustee or Paying Agent shall hold in trust U.S. Legal
Tender or U.S. Government Obligations deposited with it pursuant to Section
7.01, and shall apply the deposited U.S. Legal Tender and the money from U.S.
Government Obligations in accordance with this Indenture to the payment of the
principal of and interest on the Notes. The Trustee shall be under no obligation
to invest said U.S. Legal Tender or U.S. Government Obligations.

                  The Issuers shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the Legal Tender or U.S.
Government Obligations deposited pursuant to Section 7.01 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of outstanding Notes.

                                      -57-
<PAGE>   65
                  SECTION 7.03. Repayment to the Issuers.


                  Subject to Sections 6.07 and 7.01, the Trustee and the Paying
Agent shall promptly pay to the Issuers upon request any excess U.S. Legal
Tender or U.S. Government Obligations held by them at any time and thereupon
shall be relieved from all liability with respect to such money. The Trustee and
the Paying Agent shall pay to the Issuers upon written request any money held by
them for the payment of principal or interest that remains unclaimed for one
year; provided, however, that the Issuers shall, if requested by the Trustee or
Paying Agent, give to the Trustee or Paying Agent, indemnification reasonably
satisfactory to it against any and all liability which may be incurred by it by
reason of such paying; provided, further, that the Trustee or such Paying Agent,
before being required to make any payment, shall at the expense of the Issuers
cause to be published once in a newspaper of general circulation in the City of
New York or mail to each Holder entitled to such money notice that such money
remains unclaimed and that after a date specified therein which shall be at
least 30 days from the date of such publication or mailing any unclaimed balance
of such money then remaining will be repaid to the Issuers. After payment to the
Issuers, Holders entitled to such money must look to the Issuers for payment as
general creditors unless an applicable law designates another Person, and all
liability of the Trustee and such Paying Agent with respect to such money shall
cease.

                  SECTION 7.04. Reinstatement.


                  If the Trustee or Paying Agent is unable to apply any U.S.
Legal Tender or U.S. Government Obligations in accordance with Section 7.01 by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Issuers' obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 7.01 until such time as the Trustee or Paying Agent is permitted to
apply all such U.S. Legal Tender or U.S. Government Obligations in accordance
with Section 7.01; provided, however, that if the Issuers have made any payment
of interest on or principal of any Notes because of the reinstatement of their
obligations, the Issuers shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the U.S. Legal Tender or U.S. Government
Obligations held by the Trustee or Paying Agent.

                  SECTION 7.05. Acknowledgment of Discharge by Trustee.


                  After (i) the conditions of Section 7.01 have been satisfied,
(ii) the Issuers have paid or caused to be paid all other sums payable hereunder
by the Issuers and (iii) the Issuers have delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel of each Issuer, each stating that all
conditions precedent referred to in clause (i) above relating to the
satisfaction and discharge of this Indenture have been complied with, the
Trustee upon written request shall acknowledge in writing the discharge of the
Issuers' obligations under this Indenture except for those surviving obligations
specified in Section 7.01; provided the legal counsel delivering such Opinion of
Counsel may rely as to matters of fact on one or more Officer's Certificates of
the Issuers.


                                      -58-
<PAGE>   66
                                  ARTICLE EIGHT

                          MODIFICATION OF THE INDENTURE


                  SECTION 8.01. Without Consent of Holders.

                  Subject to the provisions of Section 8.02, the Issuers and the
Trustee may amend, waive or supplement this Indenture without notice to or
consent of any Holder: (a) to cure any ambiguity, defect or inconsistency,
provided that the same does not adversely affect the rights of any Holder in any
material respect; (b) to provide for uncertificated Notes in addition to
certificated Notes; (c) to comply with any requirements of the Commission in
order to effect or maintain the qualification of this Indenture under the TIA;
or (d) to make any change that would provide any additional benefit or rights to
the Holders or that does not adversely affect the rights of any Holder in any
material respect. In formulating its opinion on such matters, the Trustee will
be entitled to rely on such evidence as it deems appropriate, including, without
limitation, solely on an Opinion of Counsel.

                  Upon the request of each Issuer accompanied by a resolution of
its Board of Directors authorizing the execution of any such amendment, waiver
or supplement or any such amended or supplemental Indenture, and upon receipt by
the Trustee of the documents described in Section 8.06, the Trustee shall join
with the Issuers in the execution of any such amendment, waiver or supplement or
amended or supplemental Indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations which
may be therein contained, but the Trustee may but shall not be obligated to
enter into any such amendment, waiver or supplement or amended or supplemental
Indenture which adversely affects its own rights, duties or immunities under
this Indenture, in which case the Trustee may in its sole discretion, but shall
not be obligated to, enter into such amended or supplemental Indenture.

                  SECTION 8.02. Modification of Indenture and Operative
                                Documents.

                  (a)      The Issuers and the Trustee may amend, waive or
supplement this Indenture or the Notes or any amended or supplemental Indenture
with the written consent of the Holders of Notes of not less than a majority in
aggregate principal amount of the Notes then outstanding (including consents
obtained in connection with a tender offer or exchange offer for the Notes) (the
"Majority Holders").

                  (b)      Upon the request of each Issuer accompanied by a
resolution of its Board of Directors authorizing the execution of any such
amendment, waiver or supplement or any such amended or supplemental Indenture,
and upon the filing with the Trustee of evidence satisfactory to the Trustee of
the consent of the Holders of Notes as aforesaid, and upon receipt by the
Trustee of the documents described in Section 8.06, the Trustee shall join with
the Issuers in the execution of any such amendment, waiver or supplement or such
amended or supplemental Indenture unless such amended or supplemental Indenture
adversely affects the Trustee's own rights,


                                      -59-
<PAGE>   67
duties or immunities under this Indenture, in which case the Trustee may in its
sole discretion, but shall not be obligated to, enter into such amended or
supplemental Indenture.

                  (c)      It shall not be necessary for the consent of the
Holders of Notes under this Section 8.02 to approve the particular form of any
proposed amendment or waiver, but it shall be sufficient if such consent
approves the substance thereof.

                  (d)      After an amendment, supplement or waiver under this
Section 8.02 becomes effective, the Issuers shall mail to the Holders of Notes
affected thereby a notice describing the amendment, supplement or waiver. Any
failure of the Issuers to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver. Subject to Sections 5.04 and 5.07, the Holders
of a majority in aggregate principal amount of the Notes then outstanding may
waive compliance in a particular instance by either of the Issuers with any
provision of this Indenture or the Notes. However, without the consent of each
Holder of the Notes affected thereby, an amendment or waiver may not, directly
or indirectly: (i) reduce the principal amount of Notes whose Holders must
consent to an amendment; (ii) reduce the rate of or change or have the effect of
changing the time for payment of interest, including defaulted interest, on any
Notes; (iii) reduce the principal of or change or have the effect of changing
the fixed maturity of any Notes, or change the date on which any Notes may be
subject to redemption or repurchase, or reduce the redemption or repurchase
price therefor; (iv) make any Notes payable in money other than that stated in
the Notes; (v) make any change in provisions of this Indenture protecting the
right of each Holder to receive payment of principal of and interest on such
Holder's Note or Notes on or after the due date thereof or to bring suit to
enforce such payment, or permitting Holders of a majority in principal amount of
Notes to waive Defaults or Events of Default; or (vi) amend, change or modify in
any material respect the obligation of the Issuers (or any of the provisions or
definitions with respect thereto) to (A) make payments under this Indenture, (B)
make and consummate a Change of Control Offer in the event of a Change of
Control or (C) make and consummate a Net Proceeds Offer.

                  (e)      Except as otherwise expressly provided in the
Operative Documents, no Operative Document nor any terms thereof may be amended,
supplemented, waived or modified without the written agreement and consent of
all parties thereto and UCI, provided that where the consent of the Trustee, BRL
Term Loan Lenders or Equity Participants is required, such consent (except as
provided below) may be given by (x) the Trustee acting on behalf of the Majority
Holders, (y) the Administrative Agent on behalf of a majority of the BRL Term
Loan Lenders or (z) Majority Equity Participants, as the case may be, and any
such consent shall be binding, in the case of clause (x), on the Trustee and all
Holders, in the case of clause (y), on all BRL Term Loan Lenders and, in the
case of clause (z), on all Equity Participants, provided further, that no such
amendment, modification, waiver or supplement shall, without the consent of the
Holder affected thereby, (A) extend the final scheduled maturity of any Note, or
reduce the rate or extend the time of payment of interest thereon (except (x) in
connection with the waiver of applicability of any post-default increase in
interest rates and (y) that any amendment or modification that is agreed to by
the Trustee acting on behalf of Majority Holders directly affected thereby to
the fi-


                                      -60-
<PAGE>   68
nancial definitions in the Operative Documents shall not constitute a reduction
in the rate of interest or fees for purposes of this clause (A), notwithstanding
the fact that such amendment or modification would otherwise actually result in
such a reduction, so long as the primary purpose (as determined in good faith by
UCI and Administrative Agent) of the respective amendment or modification was
not to decrease the pricing pursuant to the Participation Agreement and the
other Operative Documents), or reduce the principal amount thereof (except to
the extent repaid in cash), (B) release all or substantially all of Collateral
Agent's interest in the Collateral (except as expressly provided in the
Participation Agreement), (C) reduce the percentage specified in the definition
of Majority Holders or (D) amend Section 12.2 (other than clause (ii) and (iii)
of such Section) of the Participation Agreement.

                  (f)      Notwithstanding anything to the contrary in Section
12.2(a) of the Participation Agreement, (i) subject to clause (i) of the second
proviso of Section 12.2(a) of the Participation Agreement, UCI and the Trustee
acting on behalf of the Majority Holders may amend, supplement, modify or waive
any of UCI's covenants set forth in Section 9.2 of the Participation Agreement
and with the written consent of BRL amend, supplement, modify or waive any of
the terms of this Indenture or the Notes in accordance with the terms hereof and
thereof, (ii) subject to clause (ii) of Section 12.2(a) of the Participation
Agreement, UCI, BRL and the Administrative Agent acting on behalf of Majority
BRL Term Loan Lenders may amend, supplement, modify or waive any of UCI's
covenants set forth in Section 9.3 of the Participation Agreement, any of the
terms of the BRL Term Loan Agreement and BRL Term Loan Notes and (iv) UCI, with
the consent of Majority BRL Term Loan Lenders, BRL and Majority Equity
Participants, may amend, supplement, modify or waive any of the terms of
Sections 6, 10(b), 11 (except where any such amendment, supplement, waiver or
modification of maintenance obligations would impair the value of the Equipment
in any material respect), 17, 28.3, 29.3 and 29.4 of the Equipment Lease
Agreement.

                  (g)      The Administrative Agent and Collateral Agent may
resign at any time by giving at least fifteen (15) days written notice thereof
to the Trustee, each BRL Term Loan Lender, BRL and UCI, and each of the
Administrative Agent and Collateral Agent may be removed at any time with or
without cause by the Trustee acting at the written direction of the Majority
Holders together with Majority BRL Term Loan Lenders. Upon any resignation or
removal of the Administrative Agent or Collateral Agent, Majority BRL Term Loan
Lenders shall have the right, provided no Lease Event of Default shall have
occurred and be continuing, with the consent of UCI (such consent not to be
unreasonably withheld or delayed) to appoint a successor Administrative Agent,
who shall be reasonably acceptable to UCI (it being understood and agreed that
any non-defaulting BRL Term Loan Lender is deemed to be acceptable to UCI) and
not objected to by the Trustee on behalf of the Majority Holders.

                  (h)      In connection with the issuance of additional Notes,
however, the Trustee, without the consent of the Holders, may consent to the
amendment of the Operative Documents to reflect the increase in the Notes and a
corresponding increase in the BRL Term Loan and Equity Contribution as well as
the increase in the Equipment acquired by BRL, leased to UCI under the Equipment
Lease Agreement and added to the Collateral.


                                      -61-
<PAGE>   69
                  SECTION 8.03. Compliance with TIA.

                  Every amendment, waiver or supplement of this Indenture or the
Notes shall comply with the TIA as then in effect; provided, however, that this
Section 8.03 shall not of itself require that this Indenture or the Trustee be
qualified under the TIA or constitute any admission or acknowledgment by any
party hereto that any such qualification is required prior to the time this
Indenture and the Trustee are required by the TIA to be so qualified.

                  SECTION 8.04. Revocation and Effect of Consents.

                  Until an amendment, waiver or supplement becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note. Subject to the following paragraph, any such Holder or subsequent Holder
may revoke the consent as to such Holder's Note or portion of such Note by
notice to the Trustee or the Issuers received before the date on which the
Trustee receives an Officer's Certificate certifying that the Holders of the
requisite principal amount of Notes have consented (and not theretofore revoked
such consent) to the amendment, supplement or waiver. An amendment, supplement
or waiver becomes effective upon receipt by the Trustee of such Officer's
Certificate and evidence of consent by the Holders of the requisite percentage
in principal amount of outstanding Notes.

                  The Issuers may, but shall not be obligated to, fix a Record
Date for the purpose of determining the Holders entitled to consent to any
amendment, supplement or waiver. If a Record Date is fixed, then notwithstanding
the second sentence of the immediately preceding paragraph, those Persons who
were Holders at such Record Date (or their duly designated proxies), and only
those Persons, shall be entitled to revoke any consent previously given, whether
or not such Persons continue to be Holders after such Record Date. No such
consent shall be valid or effective for more than 90 days after such Record Date
unless consents from Holders of the requisite percentage in principal amount of
outstanding Notes required hereunder for the effectiveness of such consents
shall have also been given and not revoked within such 90 day period.

                  SECTION 8.05. Notation on or Exchange of Notes.

                  If an amendment, supplement or waiver changes the terms of a
Note, the Trustee may require the Holder of such Note to deliver it to the
Trustee. The Trustee may place an appropriate notation on the Note about the
changed terms and return it to the Holder. Alternatively, if the Issuers or the
Trustee so determine, the Issuers in exchange for the Note shall issue and the
Trustee shall authenticate a new Note that reflects the changed terms.

                  SECTION 8.06. Trustee To Sign Amendments, Etc.

                  The Trustee shall execute any amendment, supplement or waiver
authorized pursuant to this Article Eight; provided, however, that the Trustee
may, but shall not be obligated to, execute any such amendment, supplement or
waiver which affects the Trustee's own rights, du-


                                      -62-
<PAGE>   70
ties or immunities under this Indenture. In executing such amendment, supplement
or waiver the Trustee shall be entitled to receive indemnity reasonably
satisfactory to it, and shall be fully protected in relying upon an Opinion of
Counsel and an Officer's Certificate of each Issuer, stating that no Event of
Default shall occur as a result of such amendment, supplement or waiver and that
the execution of such amendment, supplement or waiver is authorized or permitted
by this Indenture; provided, however, that the legal counsel delivering such
Opinion of Counsel may rely as to matters of fact on one or more Officer's
Certificates of the Issuers. Such Opinion of Counsel shall not be an expense of
the Trustee.


                                  ARTICLE NINE

                   SECURITY UNDER THE PARTICIPATION AGREEMENT


                  SECTION 9.01. Participation Agreement.

                  The due and punctual payment of the principal of and interest
and Additional Interest, if any, on the Notes when and as the same shall be due
and payable, whether on an interest payment date, at maturity, by acceleration,
repurchase, redemption or otherwise, and interest on the overdue principal of
and interest and Additional Interest (to the extent permitted by law), if any,
on the Notes and performance of all other obligations of the Issuers to the
Holders or the Trustee under this Indenture and the Notes, according to the
terms hereunder or thereunder, shall be secured as provided in Section 7 of the
Participation Agreement. Each Holder, by its acceptance of the Notes, consents
and agrees to the terms of the Participation Agreement (including, without
limitation, the provisions providing for foreclosure and release of Collateral)
as the same may be in effect or may be amended from time to time in accordance
with its terms and authorizes and directs the Collateral Agent to enter into the
Participation Agreement and to perform its obligations and exercise its rights
thereunder in accordance therewith. The Issuers shall deliver to the Trustee
copies of all documents delivered to the Collateral Agent pursuant to the
Participation Agreement, and shall do or cause to be done all such acts and
things as may be necessary or proper, or as may be required by the provisions of
the Participation Agreement, to assure and confirm to the Trustee and the
Collateral Agent the security interest in the Collateral contemplated hereby, by
the Participation Agreement or any part thereof, as from time to time
constituted, so as to render the same available for the security and benefit of
this Indenture and of the Notes secured thereby, according to the intent and
purposes herein and therein expressed. The Issuers shall take, upon request of
the Trustee, any and all actions reasonably required to cause the Participation
Agreement to create and maintain, as security for the obligations of the Issuers
hereunder, a valid and enforceable perfected first lien on and security interest
in all the Collateral, in favor of the Collateral Agent for the benefit of the
Holders, superior to and prior to the rights of all third Persons (other than
the pari passu security interest of the BRL Term Loan Lenders), except for
Excepted Payments.


                                      -63-
<PAGE>   71
                  SECTION 9.02. Recording and Opinions.

                  (a)      The Issuers shall furnish to the Trustee
simultaneously with the execution and delivery of this Indenture an Opinion of
Counsel either (i) stating that in the opinion of such counsel all action has
been taken with respect to the recording, registering and filing of this
Indenture, financing statements or other instruments necessary to make effective
the lien and security interest intended to be created by the Participation
Agreement, and reciting with respect to the security interests in the
Collateral, the details of such action, or (ii) stating that, in the opinion of
such counsel, no such action is necessary to make such lien and security
interest effective.

                  (b)      The Issuers shall furnish to the Collateral Agents
and the Trustee on May 15 in each year beginning with 2001, an Opinion of
Counsel, dated as of such date, either (i) (A) stating that, in the opinion of
such counsel, action has been taken with respect to the recording, registering,
filing, re-recording, re-registering and refiling of all supplemental
indentures, financing statements, continuation statements or other instruments
of further assurance as necessary to maintain the lien and security interest of
the Participation Agreement and reciting with respect to the security interests
in the Collateral the details of such action referring to prior Opinions of
Counsel in which such details are given, and (B) stating that, based on relevant
laws as in effect on the date of such Opinion of Counsel, all financing
statements and continuation statements have been executed and filed that are
necessary as of such date and during the succeeding 12 months fully to preserve
and protect, to the extent such protection and preservation are possible by
filing, the rights of the Holders of Notes and the Collateral Agent and the
Trustee hereunder and under the Participation Agreement with respect to the
security interests in the Collateral, or (ii) stating that, in the opinion of
such counsel, no such action is necessary to maintain such lien and security
interest and assignment.

                  (c)      The Issuers shall otherwise comply with the
provisions of TIA Section 314(b).

                  SECTION 9.03. Release of Collateral

                  (a)      Collateral may be released or substituted only in
accordance with the terms of the Participation Agreement.

                  (b)      The release of any Collateral from the terms of this
Indenture and the Participation Agreement shall not be deemed to impair the
security under this Indenture in contravention of the provisions hereof if and
to the extent the Collateral is released pursuant to the terms of the
Participation Agreement. To the extent applicable, the Issuers shall cause TIA
Section 313(b), relating to reports, and TIA Section 314(d), relating to the
release of property or securities from the lien and security interest of the
Participation Agreement and relating to the substitution therefor of any
property or securities to be subjected to the lien and security interest of the
Participation Agreement, to be complied with. Any certificate or opinion
required by TIA Section 314(d) may be made by an Officer of each Issuer except
in cases where TIA Section 314(d) requires that such certificate or opinion be
made by an independent Person, which Person shall be an independent engineer,
appraiser or other expert selected or approved by the Collateral Agent in the
exercise of reasonable care.


                                      -64-
<PAGE>   72
                  (c)      Subject to the terms and conditions of the
Participation Agreement, the Collateral Agent may, in accordance with the
written instructions of the Administrative Agent and, if any such transaction or
related series of transactions relates to Equipment with value in excess of
$30,000,000, the Trustee, sell, assign, transfer and deliver the whole, or from
time to time to the extent permitted by law, any part of the Collateral or any
interest therein, at any private sale or public auction with or without demand,
advertisement or notice (except as herein required or as may be required by law)
of the date, time and place of sale and any adjustment thereof for cash or
credit or other property for immediate or future delivery and for such price or
prices and on such terms as the Administrative Agent may determine, or as may be
required by law.

                  SECTION 9.04. Certificates of the Issuers.

                  The Issuers shall furnish to the Trustee and the Collateral
Agent, prior to each proposed release of Collateral pursuant to the
Participation Agreement, (i) all documents required by TIA Section 314(d) and
(ii) an Opinion of Counsel to the effect that such accompanying documents
constitute all documents required by TIA Section 314(d). The Trustee may, to the
extent permitted by Sections 6.01 and 6.02 hereof, accept as conclusive evidence
of compliance with the foregoing provisions the appropriate statements contained
in such documents and such Opinion of Counsel.

                  SECTION 9.05. Certificates of the Trustee.

                  In the event that the Issuers wish to release Collateral in
accordance with the Participation Agreement and have delivered the certificates
and documents required by the Participation Agreement (including those intended
for the benefit of the BRL Term Loan Lenders) and Sections 9.03 and 9.04 hereof,
the Trustee shall determine whether it has received all documentation required
by TIA Section 314(d) in connection with such release and, based on the Opinion
of Counsel delivered pursuant to Section 10.04(2), shall deliver a certificate
to the Collateral Agent setting forth such determination.

                  SECTION 9.06. Authorization of Actions To Be Taken by the
                                Trustee Under the Participation Agreement.

                  Subject to the provisions of Sections 6.01 and 6.02 hereof,
the Trustee may, in its sole discretion and without the consent of the Holders
of Notes, direct, on behalf of the Holders of Notes, the Collateral Agent to
take all actions it deems necessary or appropriate in order to (a) enforce any
of the terms of the Participation Agreement and (b) collect and receive any and
all amounts payable in respect of the obligations of the Issuers hereunder. The
Trustee shall have power to institute and maintain such suits and proceedings as
it may deem expedient to prevent any impairment of the Collateral by any acts
that may be unlawful or in violation of the Participation Agreement or this
Indenture, and such suits and proceedings as the Trustee may deem expedient to
preserve or protect its interests and the interests of the Holders in the
Collateral (including power to institute and maintain suits or proceedings to
restrain the enforcement of or compliance with any legislative or other
governmental enactment, rule or order that may be unconstitutional or otherwise
invalid if the enforcement of, or compliance with, such enactment,


                                      -65-
<PAGE>   73
rule or order would impair the security interest hereunder or be prejudicial to
the interests of the Holders or to the Trustee).

                  SECTION 9.07. Authorization of Receipt of Funds by the Trustee
                                Under the Participation Agreement.

                  The Trustee is authorized to receive any funds for the benefit
of the Holders distributed under the Participation Agreement, and to make
further distributions of such funds to the Holders of Notes according to the
provisions of this Indenture and the Participation Agreement.

                  SECTION 9.08. Termination of Security Interest.

                  Upon the payment in full of all obligations of the Issuers
under this Indenture and the Notes, or upon Legal Defeasance, the Trustee shall,
at the request of the Issuers, deliver a certificate to the Collateral Agent
stating that such obligations have been paid in full.


                                   ARTICLE TEN

                                  MISCELLANEOUS


                  SECTION 10.01. TIA Controls.

                  If any provision of this Indenture limits, qualifies, or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control; provided, however,
that this Section 10.01 shall not of itself require that this Indenture or the
Trustee be qualified under the TIA or constitute any admission or acknowledgment
by any party hereto that any such qualification is required prior to the time
this Indenture and the Trustee are required by the TIA to be so qualified.

                  SECTION 10.02. Notices.

                  Any notices or other communications required or permitted
hereunder shall be in writing, and shall be sufficiently given if made by hand
delivery, by telecopier or registered or certified mail, postage prepaid, return
receipt requested, addressed as follows:


                                      -66-
<PAGE>   74
                  if to the Issuers:

                  BRL Universal Equipment 2001 A, L.P.
                  BRL Universal Equipment Corp.
                  2911 Turtle Creek Boulevard
                  Suite 1240
                  Dallas, TX  75219
                  Telephone:  (214) 522-7296

                  Attention:  Gregory Greene

                  if to the Trustee:

                  The Bank of New York
                  101 Barclay Street, Floor 21 West
                  New York, New York  10286
                  Telephone:  (212) 815-3703

                  Attention:  Corporate Trust Trustee Administration

                  The Issuers and the Trustee by written notice to the other may
designate additional or different addresses for notices to such Person. Any
notice or communication to the Issuers or the Trustee shall be deemed to have
been given or made as of the date so delivered if hand delivered; when receipt
is acknowledged, if faxed; and five (5) calendar days after mailing if sent by
registered or certified mail, postage prepaid (except that a notice of change of
address shall not be deemed to have been given until actually received by the
addressee).

                  Any notice or communication mailed to a Holder shall be mailed
to him by first class mail or other equivalent means at his address as it
appears on the registration books of the Registrar ten (10) days prior to such
mailing and shall be sufficiently given to him if so mailed within the time
prescribed.

                  Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

                  SECTION 10.03. Communications by Holders with Other Holders.

                  Holders may communicate pursuant to TIA Section 312(b) with
other Holders with respect to their rights under this Indenture or the Notes.
The Issuers, the Trustee, the Registrar and any other Person shall have the
protection of TIA Section 312(c).


                                      -67-
<PAGE>   75
                  SECTION 10.04. Certificate and Opinion as to Conditions
                                 Precedent.

                  Upon any request or application by the Issuers to the Trustee
to take any action under this Indenture, the Issuers shall furnish to the
Trustee:

                  (1) an Officer's Certificate of each Issuer, in form and
         substance reasonably satisfactory to the Trustee, stating that, in the
         opinion of the signers, all conditions precedent to be performed by
         such Issuer, if any, provided for in this Indenture relating to the
         proposed action have been complied with; and

                  (2) an Opinion of Counsel of each Issuer stating that, in the
         opinion of such counsel, all such conditions precedent to be performed
         by such Issuer, if any, provided for in this Indenture relating to the
         proposed action have been complied with (which counsel, as to factual
         matters, may rely on an Officer's Certificate).

                  SECTION 10.05. Statements Required in Certificate or Opinion.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture, other than the Officer's
Certificate required by Section 4.06, shall include:

                  (1) a statement that the Person making such certificate or
         opinion has read such covenant or condition;

                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (3) a statement that, in the opinion of such Person, he has
         made such examination or investigation as is reasonably necessary to
         enable him to express an informed opinion as to whether or not such
         covenant or condition has been complied with; and

                  (4) a statement as to whether or not, in the opinion of each
         such Person, such condition or covenant has been complied with.

                  SECTION 10.06. Rules by Trustee, Paying Agent, Registrar.

                  The Trustee may make reasonable rules in accordance with the
Trustee's customary practices for action by or at a meeting of Holders. The
Paying Agent or Registrar may make reasonable rules for its functions.

                  SECTION 10.07. Legal Holidays.

                  A "Legal Holiday" used with respect to a particular place of
payment is a Saturday, a Sunday or a day on which banking institutions in New
York, New York or at such place of payment are not required to be open. If a
payment date is a Legal Holiday at such place, payment


                                      -68-
<PAGE>   76
may be made at such place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

                  SECTION 10.08. Governing Law.

                  This Indenture and the Notes shall be governed by and
construed in accordance with the laws of the State of New York but without
giving effect to applicable principles of conflicts of law.

                  SECTION 10.09. No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Issuers. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

                  SECTION 10.10. No Personal Liability.

                  No past, present or future incorporator, director, officer,
employee or stockholder, as such, of either of the Issuers, as such, shall have
any liability for any obligations of either of the Issuers under the Notes, this
Indenture or the Registration Rights Agreement or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Notes.

                  SECTION 10.11. Successors.

                  All agreements of the Issuers in this Indenture and the Notes
shall bind their respective successors. All agreements of the Trustee in this
Indenture shall bind its successors.

                  SECTION 10.12. Duplicate Originals.

                  All parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together shall represent
the same agreement.

                  SECTION 10.13. Severability.

                  In case any one or more of the provisions in this Indenture or
in the Notes shall be held invalid, illegal or unenforceable, in any respect for
any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions shall not in any way be
affected or impaired thereby, it being intended that all of the provisions
hereof shall be enforceable to the full extent permitted by law.

                  SECTION 10.14. Independence of Covenants.

                  All covenants and agreements in this Indenture and the Notes
shall be given independent effect so that if any particular action or condition
is not permitted by any of such cove-


                                      -69-
<PAGE>   77
nants, the fact that it would be permitted by an exception to, or otherwise be
within the limitations of, another covenant shall not avoid the occurrence of a
Default or an Event of Default if such action is taken or condition exists.


                                      -70-
<PAGE>   78
                                   SIGNATURES

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, all as of the date first written above.

                                  BRL UNIVERSAL EQUIPMENT 2001 A, L.P.

                                  By:  BRL Universal Equipment Management, Inc.,
                                  its general partner


                                  By:  /s/ GREGORY C. GREENE
                                       -----------------------------------------
                                       Name: Gregory C. Greene
                                       Title: President


                                  BRL UNIVERSAL EQUIPMENT CORP.


                                  By:  /s/ GREGORY C. GREENE
                                       -----------------------------------------
                                       Name: Gregory C. Greene
                                       Title: President


                                  THE BANK OF NEW YORK, as Trustee


                                  By:  /s/ REMO J. REALE
                                       -----------------------------------------
                                       Name: Remo J. Reale
                                       Title: Vice President


                                      -71-
<PAGE>   79
                                                                       EXHIBIT A

                                                              CUSIP No.: [     ]


                      BRL UNIVERSAL EQUIPMENT 2001 A, L.P.
                          BRL UNIVERSAL EQUIPMENT CORP.

                       8-7/8% SENIOR SECURED NOTE DUE 2008

No.

                  BRL UNIVERSAL EQUIPMENT 2001 A, L.P., a Delaware limited
partnership, and BRL UNIVERSAL EQUIPMENT CORP., a Delaware corporation
(together, the "Issuers," which term includes any ------- successor entities),
for value received promise to pay to Cede & Co. or registered assigns the
principal sum of Dollars ($ ) on February 15, 2008.

                  Interest Payment Dates: August 15 and February 15, commencing
August 15, 2001

                  Record Dates: August 1 and February l

                  Reference is made to the further provisions of this Note
contained herein, which will for all purposes have the same effect as if set
forth at this place.



                                      A-1
<PAGE>   80
                  IN WITNESS WHEREOF, the Issuers have caused this Note to be
signed manually or by facsimile by its duly authorized officers.

                                  BRL UNIVERSAL EQUIPMENT 2001 A, L.P.

                                  By:  BRL Universal Equipment Management, Inc.,
                                  its general partner


                                  By:  _________________________________________
                                       Name:   George C. Greene
                                       Title:  President


                                  BRL UNIVERSAL EQUIPMENT CORP.


                                  By:  _________________________________________
                                       Name:   George C. Greene
                                       Title:  President



                                      A-2
<PAGE>   81
Certificate of Authentication

                  This is one of the 8-7/8% Senior Secured Notes due 2008
referred to in the within-mentioned Indenture.

                                      THE BANK OF NEW YORK, as Trustee


                                      By:  _____________________________________
                                                   Authorized Signatory


Date of Authentication:               , 2001



                                      A-3
<PAGE>   82
                              (REVERSE OF SECURITY)

                       8-7/8% Senior Secured Note due 2008


                  1.       Interest. BRL UNIVERSAL EQUIPMENT 2001 A, L.P., a
Delaware limited partnership, and BRL UNIVERSAL EQUIPMENT CORP., a Delaware
corporation (together, the "Issuers"), promise to pay interest on the principal
amount of this Note at the rate per annum shown above. Interest on the Notes
will accrue from the Issue Date at a rate of 8-7/8% per annum and will be
payable semi-annually in cash on August 15 and February 15, commencing August
15, 2001. Interest will be computed on the basis of a 360-day year of twelve
30-day months and, in the case of a partial month, the actual number of days
elapsed.

                  2.       Method of Payment. The Issuers shall pay interest on
the Notes (except defaulted interest) to the Persons who are the registered
Holders at the close of business on the Record Date immediately preceding the
Interest Payment Date even if the Notes are canceled on registration of transfer
or registration of exchange (including pursuant to an Exchange Offer (as defined
in the Registration Rights Agreement)) after such Record Date. Holders must
surrender Notes to a Paying Agent to collect principal payments. The Issuers
shall pay principal and interest in money of the United States that at the time
of payment is legal tender for payment of public and private debts ("U.S. Legal
Tender"). The Issuers may deliver any such interest payment to the Paying Agent
or to a Holder at the Holder's registered address.

                  3.       Paying Agent and Registrar. Initially, The Bank of
New York (the "Trustee") will act as Paying Agent and Registrar. The Issuers may
change any Paying Agent, Registrar or co-Registrar without notice to the
Holders.

                  4.       Indenture. The Issuers issued the Notes under an
Indenture, dated as of February 9, 2001 (the "Indenture"), between the Issuers
and the Trustee. This Note is one of a duly authorized issue of Initial Notes of
the Issuers designated as their 8-7/8% Senior Secured Notes due 2008 (the
"Initial Notes"). The Notes include the Initial Notes and the Exchange Notes (as
defined in the Indenture) issued in exchange for the Initial Notes pursuant to
the Registration Rights Agreement. The Initial Notes and the Exchange Notes are
treated as a single class of securities under the Indenture. Capitalized terms
herein are used as defined in the Indenture unless otherwise defined herein. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the
Indenture. Notwithstanding anything to the contrary herein, the Notes are
subject to all such terms, and Holders of Notes are referred to the Indenture
and the TIA for a statement of them. The Notes are general secured obligations
of the Issuers.


                                      A-4
<PAGE>   83
                  Each Holder, by accepting a Note, agrees to be bound by all of
the terms and provisions of the Indenture, as the same may be amended from time
to time in accordance with its terms.

                  5.       Optional Redemption. The Notes will be redeemable by
the Issuers, in whole at any time or in part from time to time, on and after
February 15, 2005, upon not less than 30 nor more than 60 days' notice, in the
event of a permitted purchase (pursuant to Section 28.4.1 of the Equipment Lease
Agreement) of Equipment from BRL by UCI with the proceeds of such purchase
allocable to the Notes, at the following redemption prices (expressed as
percentages of the principal amount thereof) if redeemed during the twelve-month
period commencing on February 15 of the year set forth below, plus, in each
case, accrued and unpaid interest thereon, if any, to the date of redemption

<TABLE>
<CAPTION>
                  Year                                  Percentage
                  ----                                  ----------
                  <S>                                   <C>
                  2005 ...............................   104.438%
                  2006 ...............................   102.219%
                  2007 ...............................   100.000%
</TABLE>

                  6.       Optional Redemption Upon Equity Offerings. At any
time, or from time to time, on or prior to February 15, 2004, UCI may, at its
option, apply the net cash proceeds of one or more Equity Offerings to purchase
Equipment from BRL pursuant to Section 28.4.1 of the Equipment Lease Agreement.
The Issuers will use such proceeds allocable to the Notes to redeem up to 35% of
the Notes at a redemption price equal to 108.875% of the principal amount of the
Notes to be redeemed on the date of redemption, plus accrued and unpaid
interest, if any; provided that at least 65% of the aggregate principal amount
of Notes originally issued remains outstanding immediately after any such
redemption. The permitted purchase and such redemption must be completed not
more than 120 days after the consummation of such Equity Offering.

                  As used in the preceding paragraph, "Equity Offering" means an
underwritten public offering or private placement of Qualified Capital Stock of
UCI or UCH, subsequent to the Issue Date (which proceeds at least to the extent
of the purchase of Equipment from BRL to fund the repurchase of Notes, BRL Term
Loan and Equity Contribution, if received by UCH, will be contributed as common
equity to UCI).

                  7.       Optional Redemption Upon Change of Control. Upon the
occurrence of a Change of Control prior to February 15, 2005, UCI may, at its
option, purchase Equipment from BRL pursuant to Section 28.4.3 of the Equipment
Lease Agreement, and the Issuers shall apply the proceeds thereof allocable to
the Notes to redeem all, but not less than all, of the outstanding Notes at a
redemption price equal to 100% of the principal amount thereof plus the
applicable Make Whole Premium (a "Change of Control Redemption"). The Issuers
shall give not less than 30 nor more than 60 days' notice of such redemption
within 30 days following a Change of Control.


                                      A-5
<PAGE>   84
                  Each of the foregoing redemptions of Notes will require the
prepayment by BRL of a corresponding percentage of the then outstanding BRL Term
Loan and Equity Investment.

                  8.       Notice of Redemption. Notice of redemption will be
mailed at least 30 days but not more than 60 days before the Redemption Date to
each Holder of Notes to be redeemed at such Holder's registered address. Notes
in denominations larger than $1,000 may be redeemed in part.

                  Except as set forth in the Indenture, if monies for the
redemption of the Notes called for redemption shall have been deposited with the
Paying Agent for redemption on such Redemption Date, then, unless the Issuers
default in the payment of such redemption price plus accrued interest, if any,
the Notes called for redemption will cease to accrue interest from and after
such Redemption Date and the only right of the Holders of such Notes will be to
receive payment of the redemption price plus accrued interest, if any.

                  9.       Offers to Purchase. Sections 4.13 and 4.14 of the
Indenture provide that, after certain Asset Sales (as defined in the
Participation Agreement) and upon the occurrence of a Change of Control (as
defined in the Participation Agreement), and subject to further limitations
contained therein, the Issuers will make an offer to purchase certain amounts of
the Notes in accordance with the procedures set forth in the Indenture.

                  10.      Security. The Notes are entitled to the benefit of a
lien on the Collateral granted to the Collateral Agent for the benefit of, among
others, the Trustee on behalf of the Holders.

                  11.      Registration Rights. Pursuant to a registration
rights agreement among the Issuers, UCI and UCH and the Initial Purchasers, the
Issuer will be obligated to consummate an exchange offer pursuant to which the
Holder of this Note shall have the right to exchange this Note for Exchange
Notes (as defined in the Indenture), which have been registered under the
Securities Act, in like principal amount and having terms identical in all
material respects as the Initial Notes. The Holders of the Initial Notes shall
be entitled to receive certain additional interest payments in the event such
exchange offer is not consummated and upon certain other conditions, all
pursuant to and in accordance with the terms of the registration rights
agreement.

                  12.      Denominations; Transfer; Exchange. The Notes are in
registered form, without coupons, and in denominations of $1,000 and integral
multiples of $1,000. A Holder shall register the transfer of or exchange Notes
in accordance with the Indenture. The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to
pay certain transfer taxes or similar governmental charges payable in connection
therewith as permitted by the Indenture. The Registrar need not register the
transfer of or exchange of any Notes or portions thereof selected for
redemption.

                  13.      Persons Deemed Owners. The registered Holder of a
Note shall be treated as the owner of it for all purposes.


                                      A-6
<PAGE>   85
                  14.      Unclaimed Money. If money for the payment of
principal or interest remains unclaimed for one year, the Trustee and the Paying
Agent will pay the money back to the Issuers upon written request. After that,
all liability of the Trustee and such Paying Agent with respect to such money
shall cease.

                  15.      Discharge Prior to Redemption or Maturity. If the
Issuers at any time deposit with the Trustee U.S. Legal Tender or U.S.
Government Obligations sufficient to pay the principal of and interest on the
Notes to redemption or maturity and complies with the other provisions of the
Indenture relating thereto, the Issuers will be discharged from certain
provisions of the Indenture and the Notes (including certain covenants, but
including, under certain circumstances, its obligation to pay the principal of
and interest on the Notes but without affecting the rights of the Holders to
receive such amounts from such deposits).

                  16.      Amendment; Supplement; Waiver. Subject to certain
exceptions set forth in the Indenture, the Indenture or the Notes may be amended
or supplemented with the written consent of the Holders of a majority in
aggregate principal amount of the Notes then outstanding, and any past Default
or Event of Default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in aggregate principal amount of
the Notes then outstanding. Without notice to or consent of any Holder, the
parties thereto may amend or supplement the Indenture or the Notes to, among
other things, cure any ambiguity, defect or inconsistency, provide for
uncertificated Notes in addition to or in place of certificated Notes, comply
with any requirements of the Commission in order to effect or maintain the
qualification of the Indenture under the TIA or comply with Article Five of the
Indenture or make any other change that does not adversely affect the rights of
any Holder of a Note.

                  17.      Covenants. The Indenture contains certain covenants
with respect to the Issuers, including requirements relating to their line of
business. Pursuant to Section 4.06 of the Indenture, the Issuers must annually
report to the Trustee on compliance with such limitations.

                  18.      Successors. When a successor assumes, in accordance
with the Indenture, all the obligations of its predecessor under the Notes and
the Indenture, the predecessor, subject to certain exceptions, will be released
from those obligations.

                  19.      Defaults and Remedies. If an Event of Default occurs
and is continuing, the Trustee or the Holders of not less than 25% in aggregate
principal amount of Notes then outstanding may declare all the Notes to be due
and payable in the manner, at the time and with the effect provided in the
Indenture. Holders of Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee is not obligated to enforce the Indenture
or the Notes unless it has received indemnity reasonably satisfactory to it. The
Indenture permits, subject to certain limitations therein provided, Holders of a
majority in aggregate principal amount of the Notes then outstanding to direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Notes notice of any continuing Default or Event of Default (except a
Default in payment of principal or interest when due, for any reason) if it
determines that withholding notice is in their interest.


                                      A-7
<PAGE>   86
                  20.      Trustee Dealings with the Issuers. The Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with the Issuers or their respective
Affiliates as if it were not the Trustee.

                  21.      No Recourse Against Others. No partner, director,
officer, employee or stockholder, as such, of the Issuers, as such, shall have
any liability for any obligations of the Issuers under the Notes, the Indenture
or the Registration Rights Agreement or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for the issuance of the Notes.

                  22.      Authentication. This Note shall not be valid until
the Trustee or Authenticating Agent manually signs the certificate of
authentication on this Note.

                  23.      Governing Law. This Note and the Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
as applied to contracts made and performed within the State of New York, without
regard to principles of conflict of laws. 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 Note.

                  24.      Abbreviations and Defined Terms. Customary
abbreviations may be used in the name of a Holder of a Note or an assignee, such
as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN
(= joint tenants with right of survivorship and not as tenants in common), CUST
(= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

                  25.      CUSIP Numbers. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Issuers have caused CUSIP numbers to be printed on the Notes as a convenience to
the Holders of the Notes. No representation is made as to the accuracy of such
numbers as printed on the Notes and reliance may be placed only on the other
identification numbers printed hereon.

                  The Issuers will furnish to any Holder of a Note upon written
request and without charge a copy of the Indenture, which has the text of this
Note. Requests may be made to BRL Universal Equipment 2001 A, L.P., 2911 Turtle
Creek Boulevard, Suite 1240, Dallas, Texas 75219.


                                       A-8
<PAGE>   87
                                 ASSIGNMENT FORM


                  If you the Holder want to assign this Note, fill in the form
below and have your signature guaranteed:

                  I or we assign and transfer this Note to:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

(Print or type name, address and zip code and social security or tax ID number
of assignee)

and irrevocably appoint _____________________, agent to transfer this Note on
the books of the Issuers. The agent may substitute another to act for him.

Dated:  ____________________         Signed:

                                     ___________________________________________
                                          (Sign exactly as your name appears on
                                           the other side of this Note)



Signature Guarantee:  ___________________________________


                                      A-9
<PAGE>   88
                       OPTION OF HOLDER TO ELECT PURCHASE


                  If you want to elect to have this Note purchased by the
Issuers pursuant to Section 4.13 or Section 4.14 of the Indenture, check the
appropriate box:

                  Section 4.13 [   ]

                  Section 4.14 [   ]

                  If you want to elect to have only part of this Note purchased
by the Issuers pursuant to Section 4.13 or Section 4.14 of the Indenture, state
the amount you elect to have purchased:

$________________________

Dated: __________________           ____________________________________________

                                    NOTICE: The signature on this assignment
                                    must correspond with the name as it appears
                                    upon the face of the within Note in every
                                    particular without alteration or enlargement
                                    or any change whatsoever and be guaranteed.


Signature Guarantee:  ___________________________________


                                      A-10
<PAGE>   89
                                                                       EXHIBIT B

                                                            CUSIP No.:  [      ]

                      BRL UNIVERSAL EQUIPMENT 2001 A, L.P.
                          BRL UNIVERSAL EQUIPMENT CORP.

                  8-7/8% SENIOR SECURED NOTE DUE 2008, SERIES B


No.                                                                     $

         BRL UNIVERSAL EQUIPMENT 2001 A, L.P., a Delaware limited partnership,
and BRL UNIVERSAL EQUIPMENT CORP., a Delaware corporation (the "Issuers," which
term includes any successor entities), for value received promise to pay to Cede
& Co. or registered assigns the principal sum of            Dollars ($        )
on February 15, 2008.

         Interest Payment Dates: August 15 and February 15, commencing August
15, 2001

         Record Dates: August 1 and February 1

         Reference is made to the further provisions of this Note contained
herein, which will for all purposes have the same effect as if set forth at this
place.


                                      B-1
<PAGE>   90
         IN WITNESS WHEREOF, the Issuers have caused this Note to be signed
manually or by facsimile by its duly authorized officers.

                                     BRL UNIVERSAL EQUIPMENT 2001 A, L.P.

                                     By:  BRL Universal Equipment Management,
                                     Inc., its general partner


                                     By: _______________________________________
                                         Name:
                                         Title:


                                     BRL UNIVERSAL EQUIPMENT CORP.


                                     By: _______________________________________
                                         Name:
                                         Title:


                                      B-2
<PAGE>   91
Certificate of Authentication

                  This is one of the 8-7/8% Senior Secured Notes due 2008
referred to in the within-mentioned Indenture.

                                       THE BANK OF NEW YORK, as Trustee


                                       By: _____________________________________
                                                   Authorized Signatory

Date of Authentication:            , 2001


                                      B-3
<PAGE>   92
                              (REVERSE OF SECURITY)

                  8-7/8% Senior Secured Note due 2008, Series B


         1. Interest. BRL UNIVERSAL EQUIPMENT 2001 A, L.P., a Delaware limited
partnership and BRL UNIVERSAL EQUIPMENT CORP., a Delaware corporation (the
"Issuers"), promise to pay interest on the principal amount of this Note at the
rate per annum shown above. Interest will accrue from the Issue Date until
maturity on the Notes at a rate of 8-7/8% per annum and will be payable
semi-annually on August 15 and February 15, commencing August 15, 2001. Interest
will be computed on the basis of a 360-day year of twelve 30-day months and, in
the case of a partial month, the actual number of days elapsed.

         2. Method of Payment. The Issuers shall pay interest on the Notes
(except defaulted interest) to the Persons who are the registered Holders at the
close of business on the Record Date immediately preceding the Interest Payment
Date even if the Notes are canceled on registration of transfer or registration
of exchange after such Record Date. Holders must surrender Notes to a Paying
Agent to collect principal payments. The Issuers shall pay principal and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts ("U.S. Legal Tender"). The
Issuers may deliver any such interest payment to the Paying Agent or to a Holder
at the Holder's registered address.

         3. Paying Agent and Registrar. Initially, The Bank of New York (the
"Trustee") will act as Paying Agent and Registrar. The Issuers may change any
Paying Agent, Registrar or co-Registrar without notice to the Holders.

         4. Indenture. The Issuers issued the Notes under an Indenture, dated as
of February 9, 2001 (the "Indenture"), between the Issuers and the Trustee. This
Note is one of a duly authorized issue of Exchange Notes of the Issuers
designated as their 8-7/8% Senior Secured Notes due 2008, Series B (the
"Exchange Notes"). The Notes include the 8-7/8% Notes due 2008 (the "Initial
Notes") and the Exchange Notes, issued in exchange for the Initial Notes
pursuant to a registration rights agreement. The Initial Notes and the Exchange
Notes are treated as a single class of securities under the Indenture.
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S. Code Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of
the Indenture. Notwithstanding anything to the contrary herein, the Notes are
subject to all such terms, and Holders of Notes are referred to the Indenture
and the TIA for a statement of them. The Notes are general secured obligations
of the Issuers.

         Each Holder, by accepting a Note, agrees to be bound by all of the
terms and provisions of the Indenture, as the same may be amended from time to
time in accordance with its terms.


                                      B-4
<PAGE>   93
         5. Optional Redemption. The Notes will be redeemable by the Issuers, in
whole at any time or in part from time to time, on and after February 15, 2005,
upon not less than 30 nor more than 60 days' notice, in the event of a permitted
purchase (pursuant to Section 28.4.1 of the Equipment Lease Agreement) of
Equipment from BRL by UCI with the proceeds of such purchase allocable to the
Notes, at the following redemption prices (expressed as percentages of the
principal amount thereof) if redeemed during the twelve-month period commencing
on February 15 of the year set forth below, plus, in each case, accrued and
unpaid interest thereon, if any, to the date of redemption:

<TABLE>
<CAPTION>
                 Year                                    Percentage
                 ----                                    ----------
<S>                                                      <C>
                 2005.................................   104.438%
                 2006.................................   102.219%
                 2007.................................   100.000%
</TABLE>

         6. Optional Redemption upon Equity Offerings. At any time, or from time
to time, on or prior to February 15, 2004, UCI may, at its option, apply the net
cash proceeds of one or more Equity Offerings to purchase Equipment from BRL
pursuant to Section 28.4.1 of the Equipment Lease Agreement. The Issuers will
use such proceeds allocable to the Notes to redeem up to 35% of the Notes at a
redemption price equal to 108.875% of the principal amount of the Notes to be
redeemed on the date of redemption, plus accrued and unpaid interest, if any;
provided that at least 65% of the aggregate principal amount of Notes originally
issued remains outstanding immediately after any such redemption. The permitted
purchase and such redemption must be completed not more than 120 days after the
consummation of such Equity Offering.

         As used in the preceding paragraph, "Equity Offering" means an
underwritten public offering or private placement of Qualified Capital Stock of
UCI or UCH, subsequent to the Issue Date (which proceeds (at least to the extent
of the purchase of Equipment from BRL to fund the repurchase of Notes, BRL Term
Loan and Equity Contribution), if received by UCH, will be contributed as common
equity to UCI).

         7. Optional Redemption upon Change of Control. Upon the occurrence of a
Change of Control prior to February 15, 2005, UCI may, at its option, purchase
Equipment from BRL pursuant to Section 28.4.3 of the Equipment Lease Agreement,
and the Issuers shall apply the proceeds thereof allocable to the Notes to
redeem all, but not less than all, of the outstanding Notes at a redemption
price equal to 100% of the principal amount thereof plus the applicable Make
Whole Premium (a "Change of Control Redemption"). The Issuers shall give not
less than 30 nor more than 60 days' notice of such redemption within 30 days
following a Change of Control.

         Each of the foregoing redemptions of Notes will require the prepayment
by BRL of a corresponding percentage of the then outstanding BRL Term Loan and
Equity Investment.


                                      B-5
<PAGE>   94
         8. Notice of Redemption. Notice of redemption will be mailed at least
30 days but not more than 60 days before the Redemption Date to each Holder of
Notes to be redeemed at such Holder's registered address. Notes in denominations
larger than $1,000 may be redeemed in part.

         Except as set forth in the Indenture, if monies for the redemption of
the Notes called for redemption shall have been deposited with the Paying Agent
for redemption on such Redemption Date, then, unless the Issuers default in the
payment of such redemption price plus accrued interest, if any, the Notes called
for redemption will cease to accrue interest from and after such Redemption Date
and the only right of the Holders of such Notes will be to receive payment of
the redemption price plus accrued interest, if any.

         9. Offers to Purchase. Sections 4.13 and 4.14 of the Indenture provide
that, after certain Asset Sales (as defined in the Participation Agreement) and
upon the occurrence of a Change of Control (as defined in the Participation
Agreement), and subject to further limitations contained therein, the Issuers
will make an offer to purchase certain amounts of the Notes in accordance with
the procedures set forth in the Indenture.

         10. Security. The Notes are entitled to the benefit of a lien on the
Collateral granted to the Collateral Agent for the benefit of, among others, the
Trustee on behalf of the Holders.

         11. Denominations; Transfer; Exchange. The Notes are in registered
form, without coupons, and in denominations of $1,000 and integral multiples of
$1,000. A Holder shall register the transfer of or exchange Notes in accordance
with the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay certain
transfer taxes or similar governmental charges payable in connection therewith
as permitted by the Indenture. The Registrar need not register the transfer of
or exchange of any Notes or portions thereof selected for redemption.

         12. Persons Deemed Owners. The registered Holder of a Note shall be
treated as the owner of it for all purposes.

         13. Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for one year, the Trustee and the Paying Agent will pay the
money back to the Issuers upon written request. After that, all liability of the
Trustee and such Paying Agent with respect to such money shall cease.

         14. Discharge Prior to Redemption or Maturity. If the Issuers at any
time deposits with the Trustee U.S. Legal Tender or U.S. Government Obligations
sufficient to pay the principal of and interest on the Notes to redemption and
complies with the other provisions of the Indenture relating thereto, the
Issuers will be discharged from certain provisions of the Indenture and the
Notes (including certain covenants, including, under certain circumstances, its
obligation


                                      B-6
<PAGE>   95
to pay the principal of and interest on the Notes but without affecting the
rights of the Holders to receive such amounts from such deposit).

         15. Amendment; Supplement; Waiver. Subject to certain exceptions set
forth in the Indenture, the Indenture or the Notes may be amended or
supplemented with the written consent of the Holders of a majority in aggregate
principal amount of the Notes then outstanding, and any past Default or Event of
Default or noncompliance with any provision may be waived with the written
consent of the Holders of a majority in aggregate principal amount of the Notes
then outstanding. Without notice to or consent of any Holder, the parties
thereto may amend or supplement the Indenture or the Notes to, among other
things, cure any ambiguity, defect or inconsistency, provide for uncertificated
Notes in addition to or in place of certificated Notes, comply with any
requirements of the Commission in order to effect or maintain the qualification
of the Indenture under the TIA or comply with Article Five of the Indenture or
make any other change that does not adversely affect the rights of any Holder of
a Note.

         16. Covenants. The Indenture contains certain covenants with respect to
the Issuers, including requirements relating to their line of business. Pursuant
to Section 4.06 of the Indenture, the Issuers must annually report to the
Trustee on compliance with such limitations.

         17. Successors. When a successor assumes, in accordance with the
Indenture, all the obligations of its predecessor under the Notes and the
Indenture, the predecessor, subject to certain exceptions, will be released from
those obligations.

         18. Defaults and Remedies. If an Event of Default occurs and is
continuing, the Trustee or the Holders of not less than 25% in aggregate
principal amount of Notes then outstanding may declare all the Notes to be due
and payable in the manner, at the time and with the effect provided in the
Indenture. Holders of Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee is not obligated to enforce the Indenture
or the Notes unless it has received indemnity reasonably satisfactory to it. The
Indenture permits, subject to certain limitations therein provided, Holders of a
majority in aggregate principal amount of the Notes then outstanding to direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Notes notice of any continuing Default or Event of Default (except a
Default in payment of principal or interest when due, for any reason) if it
determines that withholding notice is in their interest.

         19. Trustee Dealings with the Issuers. The Trustee under the Indenture,
in its individual or any other capacity, may become the owner or pledgee of
Notes and may otherwise deal with the Issuers or their respective Affiliates as
if it were not the Trustee.

         20. No Recourse Against Others. No partner, director, officer, employee
or stockholder, as such, of the Issuers, as such, shall have any liability for
any obligations of the Issuers under the Notes, the Indenture or the
Registration Rights Agreement or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Notes by ac-


                                      B-7
<PAGE>   96
cepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for the issuance of the Notes.

         21. Authentication. This Note shall not be valid until the Trustee or
Authenticating Agent manually signs the certificate of authentication on this
Note.

         22. Governing Law. This Note and the Indenture shall be governed by and
construed in accordance with the laws of the State of New York, as applied to
contracts made and performed within the State of New York, without regard to
principles of conflict of laws. 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 Note.

         23. Abbreviations and Defined Terms. Customary abbreviations may be
used in the name of a Holder of a Note or an assignee, such as: TEN COM (=
tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

         24. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused
CUSIP numbers to be printed on the Notes as a convenience to the Holders of the
Notes. No representation is made as to the accuracy of such numbers as printed
on the Notes and reliance may be placed only on the other identification numbers
printed hereon.

         The Issuers will furnish to any Holder of a Note upon written request
and without charge a copy of the Indenture, which has the text of this Note.
Requests may be made to: BRL Universal Equipment 2001 A, L.P., 2911 Turtle Creek
Boulevard, Suite 1240, Dallas, Texas 75219.


                                      B-8
<PAGE>   97
                                 ASSIGNMENT FORM


         If you the Holder want to assign this Note, fill in the form below and
have your signature guaranteed:

                  I or we assign and transfer this Note to:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                 (Print or type name, address and zip code and
                 social security or tax ID number of assignee)

and irrevocably appoint _____________________, agent to transfer this Note on
the books of the Issuers. The agent may substitute another to act for him.

Dated: __________________      Signed: ____________________________________
                                       (Sign exactly as your name appears on the
                                       other side of this Note)


Signature Guarantee:  ___________________________________


                                      B-9
<PAGE>   98
                       OPTION OF HOLDER TO ELECT PURCHASE


                  If you want to elect to have this Note purchased by the
Issuers pursuant to Section 4.13 or Section 4.14 of the Indenture, check the
appropriate box:

                  Section 4.13 [     ]

                  Section 4.14 [     ]

                  If you want to elect to have only part of this Note purchased
by the Issuers pursuant to Section 4.13 or Section 4.14 of the Indenture, state
the amount you elect to have purchased:

$______________________

Dated: ________________         ____________________________________________
                                NOTICE:  The signature on this assignment must
                                correspond with the name as it appears upon the
                                face of  the within Note in every particular
                                without alteration or enlargement or any change
                                whatsoever and be guaranteed.

Signature Guarantee:  ___________________________________


                                      B-10
<PAGE>   99
                                                                       EXHIBIT C


                         FORM OF CERTIFICATE OF TRANSFER

BRL Universal Equipment 2001 A, L.P.
BRL Universal Equipment Corp.
2911 Turtle Creek Boulevard
Dallas, TX 75219

The Bank of New York
101 Barclay Street, Floor 21 West
New York, NY 10286

Attention:  Corporate Trust Trustee Administration

         Re: 8-7/8% Senior Secured Notes due 2008

         Reference is hereby made to the Indenture, dated as of February 9, 2001
(the "Indenture"), between BRL Universal Equipment 2001 A, L.P. and BRL
Universal Equipment Corp., as issuers (the "Issuers"), and The Bank of New York,
as trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

         ______________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to __________ (the "Transferee"), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]


1. [ ] CHECK IF TRANSFEREE IS A QIB IN ACCORDANCE WITH RULE 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Global Note and/or the Definitive Note and in
the Indenture and the Securities Act.

2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY PURSUANT TO REGULATION S. The
Transfer is being effected pursuant to and in accordance with Regulation S under
the Securities Act and, ac-


                                      C-1