<PAGE>   1
                                                                    EXHIBIT 10.3

                                    FORM OF

                             PARTICIPATION AGREEMENT

                                      among

                           UNIVERSAL COMPRESSION, INC.
                                    as Lessee

                      UNIVERSAL COMPRESSION HOLDINGS, INC.
                                  as Guarantor

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

                              BANKERS TRUST COMPANY
       and the other financial institutions listed on the signature pages
                           hereof as Tranche B Lenders

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

                    BRL UNIVERSAL EQUIPMENT MANAGEMENT, INC.
                            as Lessor General Partner

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

                         DEUTSCHE BANC ALEX. BROWN INC.
                                   as Arranger

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

                                 BANK ONE, N.A.
                  as Documentation Agent for Tranche B Lenders

                                       and

                            FIRST UNION NATIONAL BANK
                                as Managing Agent

                                February 9, 2001


                          ----------------------------
                          UNIVERSAL COMPRESSION, INC.,
                                  AS LESSEE OF
                                 $427,000,000 OF
                            GAS COMPRESSION EQUIPMENT
                          ----------------------------
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           This PARTICIPATION AGREEMENT, dated as of February 9, 2001 (together
with all amendments and supplements hereto, this "Agreement") is among UNIVERSAL
COMPRESSION, INC., a Texas corporation ("Lessee"), UNIVERSAL COMPRESSION
HOLDINGS, INC., a Delaware corporation ("Guarantor"), BRL UNIVERSAL EQUIPMENT
2001 A, L.P., a Delaware limited partnership ("Lessor"), THE BANK OF NEW YORK,
not in its individual capacity but solely as Indenture Trustee, Paying Agent,
Transfer Agent and Registrar for the Tranche A Noteholders ("Indenture
Trustee"), BANKERS TRUST COMPANY and the other financial institutions listed on
the signature pages hereof or that may hereafter become party hereto as Tranche
B Lenders, (each a "Tranche B Lender" and collectively "Tranche B Lenders") BRL
UNIVERSAL EQUIPMENT MANAGEMENT, INC., a Delaware corporation ("Lessor General
Partner"), BANKERS TRUST COMPANY, as Administrative Agent for Tranche B Lenders
and Indenture Trustee acting on behalf of the Tranche A Noteholders (in such
capacity, "Administrative Agent") and BANKERS TRUST COMPANY, as Collateral Agent
for Tranche B Lenders and Indenture Trustee acting on behalf of the Tranche A
Noteholders (in such capacity, "Collateral Agent").


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

           WHEREAS, Lessor has agreed to lease to Lessee certain natural gas
compressor equipment pursuant to an Equipment Lease Agreement of even date
herewith between Lessee and Lessor (the "Lease Agreement");

           WHEREAS, Tranche A Noteholders have agreed to purchase Tranche A
Notes and Tranche B Lenders have agreed to make a loan or loans to Lessor
subject to the conditions, restrictions and limitations in this Agreement, the
Indenture, the Note Purchase Agreement, the Tranche A Notes, the Tranche B Loan
Agreement and the Tranche B Notes, each dated as of February 9, 2001, for the
purpose of financing Lessor's acquisition of the natural gas compressor
equipment to be leased under the Lease Agreement;

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

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

           NOW, THEREFORE, in consideration of the premises and mutual
agreements contained herein, the parties hereto agree as follows:
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           1. Definitions and Usage.

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

           2. Representations and Warranties.

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

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

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

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

           (d) No order, consent, approval, license, authorization or validation
of, or filing, recording or registration with (other than the filing of the
Lessee Financing Statements and

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except as have otherwise been obtained or made on or prior to the Closing Date),
or exemption by, any governmental or public body or authority, or any
subdivision thereof, is required to authorize, or is required in connection
with, (i) the execution, delivery and performance by Lessee of any Operative
Document to which it is a party or (ii) the legality, validity, binding effect
or enforceability against Lessee of any such Operative Document.

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

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

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

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

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

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

           (k) For each Item of Equipment, immediately prior to giving effect to
the sale thereof to Lessor, the Seller thereof has good and marketable title to
such Item of Equipment.

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

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

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

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

           (p) The provisions of this Agreement are effective to create in favor
of Collateral Agent a legal, valid and enforceable security interest in all
right, title and interest of Lessor in Lessor Collateral, and, in reliance on
the accuracy of the representation and warranty of Lessor in Section 2.4(b), the
filing of the financing statements executed by Lessor as debtor with the
Secretary of State for the States of Delaware and Texas and in the applicable
filing office(s) in each state in which Items of Equipment are located perfects
such security interest in the Lessor Collateral, subject to no Liens other than
Permitted Liens and Lessor Liens, and Collateral Agent shall be entitled to all
of the rights, benefits, and priorities provided to a holder of liens of such
type under Applicable Law.

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

           (r) Each Item of Equipment is in proper working order.

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

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

           (u) The audited consolidated balance sheet of Guarantor and its
consolidated subsidiaries as at March 31, 2000 and the related consolidated
statement of income, stockholders' equity and cash flow of Guarantor and its
consolidated subsidiaries for the fiscal year ended on said date, with the
opinion thereon of Deloitte Touche heretofore furnished to Lessor, each Tranche
B Lender and Administrative Agent and the unaudited consolidated balance sheet
of Guarantor and its consolidated subsidiaries as at September 30, 2000 and
their related

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consolidated statements of income, stockholders' equity and cash flow of
Guarantor and its consolidated subsidiaries for the six (6) month period ended
on such date heretofore furnished to Administrative Agent, are complete and
correct and fairly present the consolidated financial condition of Guarantor and
its consolidated subsidiaries as at said dates and the results of its operations
for the fiscal year and the six (6) month period on said dates in all material
respects, all in accordance with GAAP, as applied on a consistent basis
(subject, in the case of the interim financial statements, to normal year-end
adjustments). Neither Lessee nor any Subsidiary has on the Closing Date any
material Debt, contingent liabilities, liabilities for taxes, unusual forward or
long-term commitments or unrealized or anticipated losses from any unfavorable
commitments, except as referred to or reflected or provided for in the Financial
Statements or in Schedule 5. Since March 31, 2000, there has been no change or
event having a Material Adverse Effect. Since the date of the Financial
Statements, neither the business nor the Properties of Lessee or any Subsidiary
have been materially and adversely affected as a result of any fire, explosion,
earthquake, flood, drought, windstorm, accident, strike or other labor
disturbance, embargo, requisition or taking of Property or cancellation of
contracts, permits or concessions by any Governmental Equity, riot, activities
of armed forces or acts of God or of any public enemy. From the Closing Date,
delivery of the Financial Statements required in Section 9.3(a)(ii) shall mean
the pro forma financial statements contained in the Offering Memorandum which
give effect to the Merger.

           (v) ERISA.

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

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

                (iii) No act, omission or transaction has occurred which could
      result in imposition on Lessee, any Subsidiary or any ERISA Affiliate
      (whether directly or indirectly) of (i) either a civil penalty assessed
      pursuant to section 502(c), (i) or (l) of ERISA or a tax imposed pursuant
      to Chapter 43 of Subtitle D of the Code or (ii) breach of fiduciary duty
      liability damages under section 409 of ERISA.

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

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

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

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

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

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

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

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

           (x) Titles, etc.

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

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

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

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

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

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

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

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

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

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

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

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

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

                (iv) All hazardous substances, solid waste, and oil and gas
      exploration and production wastes, if any, generated at any and all
      Property of Lessee or any Subsidiary have in the past been transported,
      treated and disposed of in accordance with Environmental Laws and so as
      not to pose an imminent and substantial endangerment to public health or
      welfare or the environment, and, to the best knowledge of Lessee, all such
      transport carriers and treatment and disposal facilities have been and are
      operating in compliance with Environmental Laws and so as not to pose an
      imminent and substantial endangerment to public health or welfare or the
      environment, and are not the subject of any existing, pending or
      threatened action, investigation or inquiry by any Governmental Entity in
      connection with any Environmental Law;

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

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

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<PAGE>   10
      to the extent subject to OPA, will not be able to maintain compliance
      with the OPA requirements during the term of the Lease Agreement; and

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

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

           (ff) Insurance. Schedule 4 attached hereto contains an accurate and
complete description of all material policies of fire, liability, workmen's
compensation and other forms of insurance owned or held by Lessee and each
Subsidiary. All such policies are in full force and effect, all premiums with
respect thereto covering all periods up to and including the date of the closing
have been paid, and no notice of cancellation or termination has been received
with respect to any such policy. Such policies are sufficient for compliance
with all requirements of law and of all agreements to which Lessee or any
Subsidiary is a party; are valid, outstanding and enforceable policies; provide
adequate insurance coverage in at least such amounts and against at least such
risks (but including in any event public liability) as are usually insured
against in the same general area by companies engaged in the same or a similar
business for the assets and operations of Lessee and each Subsidiary; will
remain in full force and effect through the respective dates set forth in the
binders for said insurance without the payment of additional premiums; and will
not in any way be affected by, or terminate or lapse by reason of, the
transactions contemplated by this Agreement. Neither Lessee nor any Subsidiary
has been refused any insurance with respect to its assets or operations, nor has
its coverage been limited below usual and customary policy limits, by an
insurance carrier to which it has applied for any such insurance or with which
it has carried insurance during the last three (3) years.

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

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

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           (ii) On and as of the date hereof, the Projections delivered to
Lessor, Administrative Agent and Tranche B Lenders prior to the date hereof have
been prepared in good faith and are based on reasonable assumptions, and there
are no statements or conclusions in the Projections which are based upon or
include information known to Lessee to be misleading in any material respect or
which fail to take into account material information known to Lessee regarding
the matters reported therein. On the date hereof, Lessee believes that the
Projections are reasonable and attainable, it being recognized by Lessor and
Tranche B Lenders, however, that projections as to future events are not to be
viewed as facts and that the actual results during the period or periods covered
by the Projections may differ from the projected results and that the
differences may be material.

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

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

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

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

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

           (c) Neither the execution, delivery or performance by Guarantor of
the Operative Documents to which it is a party, nor compliance by it with the
terms and provisions thereof, (i) will contravene any provision of any law,
statute, rule or regulation or any order, writ, injunction or decree of any
court or governmental instrumentality, (ii) will, after giving effect to

                                      -10-
<PAGE>   12
any waivers obtained by Guarantor, conflict with or result in any material
breach of any of the terms, covenants, conditions or provisions of, or
constitute a default under, or result in the creation or imposition of (or the
obligation to create or impose) any Lien (other than Permitted Liens) upon any
of the property or assets of Guarantor or any of its Subsidiaries pursuant to
the terms of any indenture, mortgage, deed of trust, credit agreement or loan
agreement, or any other material agreement, contract or instrument, to which
Guarantor or any of its Subsidiaries is a party or by which it or any of its
property or assets is bound or to which it may be subject or (iii) will violate
any provision of the Certificate of Incorporation or By-Laws of Guarantor or any
of its Subsidiaries.

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

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

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

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

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

                                      -11-
<PAGE>   13
board, authority or agency except for filings, if any, made pursuant to any
notice reporting requirement applicable to it.

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

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

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

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

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

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

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

                                      -12-
<PAGE>   14
           2.4. Lessor Representations and Warranties For Benefit of Indenture
Trustee, Tranche B Lenders, Administrative Agent and Collateral Agent. Lessor
hereby represents and warrants as of the date hereof and as of the Closing Date
for the benefit of Indenture Trustee, each Tranche B Lender, Administrative
Agent and Collateral Agent as follows:

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

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

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

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

           (e) The provisions of this Agreement are effective to create in favor
of Collateral Agent a legal, valid and enforceable security interest in all
right, title and interest of Lessor in the Lessor Collateral, and the filing of
the financing statements executed by Lessor as debtor with the Secretary of
State for the States of Delaware and Texas, and in the applicable filing
office(s) in each state in which Items of Equipment are located perfects such
security interest in the Lessor Collateral, subject to no Liens other than
Permitted Liens and Lessor Liens and Collateral Agent shall be entitled to all
of the rights, benefits, and priorities provided to a holder of liens of such
type under Applicable Law.

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

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

           (a) It is duly organized under the laws of its jurisdiction of
incorporation, has full corporate power and authority and legal right under such
laws to execute, deliver and perform its obligations under the Operative
Documents to which it is a party and is qualified to do business in and is in
good standing in all material respects in, each jurisdiction in which the nature
of its business makes such qualification necessary, except where failure to be
so qualified

                                      -13-
<PAGE>   15
and in good standing would not have a material adverse effect on its ability to
perform its obligations under the Operative Documents to which it is a party.

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

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

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

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

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

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

                                      -14-
<PAGE>   16
           2.6. Tranche B Lenders Representations and Warranties. Each of the
Tranche B Lenders solely with respect to itself, severally represents and
warrants as of the date hereof and as of the Closing Date for the benefit of
each party hereto that it has not used and shall not use the assets of an
"employee benefit plan" as defined in Section 3(3) of ERISA or a "plan" as
defined in Section 4975(e) of the Code to fund any Loan or make any other
payment under the Operative Documents.

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

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

                                      -15-
<PAGE>   17
COLLATERAL AGENT FOR ANY LOSS, DAMAGE (INCLUDING INCIDENTAL OR CONSEQUENTIAL
DAMAGE) OR EXPENSE CAUSED BY ANY ITEM OF EQUIPMENT EXCEPT TO THE EXTENT CAUSED
BY SUCH PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR LESSOR'S BREACH OF ITS
COVENANT OF QUIET ENJOYMENT IN SECTION 2 OF THE LEASE FOR ANY REASON WHATSOEVER.

           3. Conditions Precedent.

           3.1. Lessor Conditions. Lessor shall have no obligation to acquire
any Item of Equipment and subject them to the Lease Agreement unless on or
before the Closing Date each of the following conditions are fulfilled:

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

           (b) Each Item of Equipment is reasonably acceptable to Lessor.

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

           (d) The aggregate of the Acquisition Costs of each Item of Equipment
is less than or equal to the Maximum Acquisition Cost.

           (e) Lessor and Administrative Agent shall have received a Lessee
Certificate, dated the Closing Date with respect to each Item and a written
description of the Lease Maintenance Practices as of the Closing Date, each duly
executed by a Responsible Officer of Lessee.

           (f) Lessor shall have received this Agreement, the Lease Agreement,
the Lease Supplement, the Note Purchase Agreement for the sale of Tranche A
Notes in the aggregate equal to aggregate of Tranche A Components, the
Indenture, the Registration Rights Agreement, the Tranche B Loan Agreement, a
Bill of Sale for each Item of Equipment, the Closing Escrow Agreement, and the
Lessor Margin Letter in each case duly authorized, executed and delivered by
each other party thereto.

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

           (h) Lessor shall have received from Lessee, in form and substance
satisfactory to Lessor, resolutions of the board of directors of Lessee or other
written evidence of appropriate corporate action, and the certificate of
incorporation and by-laws, each certified as of the Closing Date by the
secretary of Lessee, duly authorizing the execution, delivery and performance of
this

                                      -16-
<PAGE>   18
Agreement, the Lease Agreement and each other document to be delivered in
connection therewith to which it is a party, together with an incumbency
certificate as to the person or persons authorized to execute and deliver such
documents on behalf of Lessee.

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

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

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

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

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

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

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

           (p) Lessor shall have received the proceeds of the Tranche A Notes as
contemplated by the Note Purchase Agreement.

                                      -17-
<PAGE>   19
           (q) Lessor shall have received the proceeds of the Tranche B Loans
set forth in the Funding Notice.

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

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

           (t) Administrative Agent shall have received the payment of all fees
due on or before the Closing Date as set forth in the letter agreement dated
January __, 2001 between Administrative Agent and Lessee.

           (u) Lessee shall have executed and delivered to Administrative Agent
Lessee Financing Statements for each Item of Equipment for recordation in Texas
and in each state in which any Item of Equipment is located and, if the law of
such state requires financing statements to be filed in one or more local
jurisdictions within such state, in such local jurisdiction.

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

           (w) Lessor shall have received such other confirmatory assignments,
conveyances, financing and continuation statements, transfer endorsements and
other assurances or instruments other than estoppel certificates or other
agreements, certificates or other documents to be delivered by any Sublessee or
other Person (other than an Affiliate of Lessee) which Lessor may reasonably
request to perfect, preserve or protect Lessor's security interest granted under
Section 9 of the Lease Agreement, in form and substance satisfactory to Lessor,
as Lessor may reasonably request in writing at least five (5) Business Days
before the Closing Date.

           (x) The Revolver shall have become effective and the Asset Backed
Securities shall have been issued.

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

                                      -18-
<PAGE>   20
           3.2. Tranche B Lender Conditions. No Tranche B Lender shall have any
obligation to make a Loan for the acquisition of any Item of Equipment hereunder
unless on or before the Closing Date each of the following conditions are
fulfilled:

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

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

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

           (d) Such Tranche B Lender shall have received original counterparts
(unless otherwise specified) in each case duly authorized, executed and
delivered by each other party thereto in form and substance satisfactory to such
Tranche B Lender and in full force and effect of this Agreement, the Quiet
Enjoyment and Indemnity Agreement (Tranche B), the Tranche B Loan Agreement and
its Tranche B Note and a copy of the Indenture.

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

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

           (g) Such Tranche B Lender shall have received written opinions of
counsel to Lessor and Lessor General Partner dated the Closing Date and
addressed to Indenture Trustee, the Initial Purchasers, each Tranche B Lender,
Administrative Agent, and Collateral Agent, in form and substance reasonably
acceptable to such Tranche B Lender.

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

                                      -19-
<PAGE>   21
           (i) Administrative Agent shall have received, in each case duly
authorized, executed and delivered by Lessor in form and substance satisfactory
to Administrative Agent and in full force and effect, the Lessor Financing
Statements for such Item of Equipment for recordation in Delaware and in each
state in which any Item of Equipment is located and, if the law of such state
requires financing statements to be filed in local jurisdictions within such
state, in such local jurisdiction.

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

           4. Commitments and Fundings.

           4.1. Tranche B Commitments. Subject to and upon the terms and
conditions set forth in Section 3 for the benefit of Tranche B Lenders, each
Tranche B Lender agrees to make a single, non-revolving loan to Lessor on the
Closing Date in an aggregate principal amount up to the amount of its Tranche B
Commitment (each such loan, a "Tranche B Loan"). The aggregate of all Tranche B
Loans to be made by Tranche B Lenders on the Closing Date shall be equal to
$63,918,750. Each party hereto agrees that, except as provided below, no Tranche
B Lender shall be required to make any Tranche B Loan hereunder in an amount in
excess of its pro rata share (based upon the aggregate of the Tranche B
Commitments) of the aggregate Tranche B Components. Each Tranche B Lender's
obligation hereunder is several, such that the failure of any Tranche B Lender
to make a Tranche B Loan or satisfy any other obligation shall not relieve any
other Tranche B Lender of its obligations hereunder, and if any Tranche B Lender
shall fail to make a Tranche B Loan hereunder each other Tranche B Lender shall
make an additional Tranche B Loan in an amount equal to its pro rata share
(based upon the aggregate of the Tranche B Commitments of the non-defaulting
Tranche B Lenders) of the Tranche B Loan that was to have been made by the
defaulting Tranche B Lender, provided that the maximum aggregate amount of
Tranche B Loans that any Tranche B Lender shall be obligated to make shall not
exceed its Tranche B Commitment. Any Tranche B Loan made by another Tranche B
Lender of a portion of a Tranche B Loan to have been made by a defaulting
Tranche B Lender shall not relieve such defaulting Tranche B Lender of its
obligations hereunder. If the conditions to the obligations of any Tranche B
Lender specified in Section 3.2 have not been fulfilled or waived by it on or
before the Commitment Termination Date, such Tranche B Lender shall be relieved
of all further obligations to make any Loan. Nothing in this Section 4.1 shall
operate to relieve Lessor, Lessee or Guarantor from their respective obligations
under the Operative Documents or to waive any Tranche B Lender's rights against
Lessor, Lessee or Guarantor.

           4.2. Lessor Commitment to Purchase. Subject to and upon the terms and
conditions herein set forth for the benefit of Lessor, Lessee may cause Sellers
to sell to Lessor on

                                      -20-
<PAGE>   22
the Closing Date and in such event Lessor agrees to buy for the Acquisition Cost
thereof and lease to Lessee on the Closing Date therefor certain natural gas
compressor equipment. If the conditions to the obligations of Lessor in Section
3.1 have not been fulfilled or waived by it on or before the Commitment
Termination Date, Lessor shall be relieved of all further obligations to acquire
from or lease to Lessee any natural gas compressor equipment.

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

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

           5. Selection of Floating Lease Payment Period.

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

                                      -21-
<PAGE>   23
Lessee shall be deemed to have elected a one-month LIBOR based Applicable Equity
Rate and Applicable Tranche B Rate. At any time while a Lease Event of Default
exists, the Floating Payment Period shall be based on one-month LIBOR.

           6. Default Purchase Options and Cure Rights.

           6.1. Right to Cure Certain Lease Events of Default.

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

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

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

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

           6.2. Lessee Cure Right. Notwithstanding anything to the contrary
contained in this Agreement or any of the other Operative Documents, each of
Lessor, Indenture Trustee, each

                                      -22-
<PAGE>   24
Tranche B Lender, Administrative Agent and Collateral Agent hereby agrees with
and for the benefit of Lessee as follows:

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

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

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

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

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

           7.   Security.

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

                                      -23-
<PAGE>   25
           (a) the Items of Equipment;

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

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

           (d) the Security Documents and all Lease Payments and Supplemental
      Payments payable under this Agreement and the Lease Agreement and all
      other sums payable thereunder;

           (e) all accounts, contract rights, general intangibles and all other
      property rights of any nature whatsoever arising out of or in connection
      with this Agreement, the Lease Agreement or the Items of Equipment,
      including, without limitation, Lease Payments, Supplemental Payments and
      Lessee Collateral and any other payments due and to become due under this
      Agreement, the Lease Agreement and the Subleases whether as repayments,
      reimbursements, contractual obligations, indemnities, damages or
      otherwise;

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

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

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

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

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

provided, however, Collateral Agent agrees for the benefit of Lessor that so
long as no Loan Event of Default has occurred and is continuing, it will not
exercise any of the rights assigned to it under clauses (h) and (i) of this
Section 7, other than the right to receive amounts due under the

                                      -24-
<PAGE>   26
Lease Agreement and Section 9 of this Agreement, without the prior written
consent of Lessor and Administrative Agent.

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

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

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

           7.5. Power of Attorney. Lessor irrevocably authorizes Collateral
Agent and does hereby make, constitute and appoint Collateral Agent and any
officer of Collateral Agent, with full power of substitution, as Lessor's true
and lawful attorney-in-fact, with power, in its own name or in the name of
Lessor, to endorse any notes, checks, drafts, money orders, or other

                                      -25-
<PAGE>   27
instruments of payment (including payments payable under or in respect of any
policy of insurance) in respect of Lessor Collateral that may come into
possession of Collateral Agent; to sign and endorse any invoice, freight or
express bill, bill of lading, storage or warehouse receipts, drafts against
debtors, assignments, verifications and notices in connection with accounts, and
other documents relating to Lessor Collateral; to pay or discharge Taxes, Liens,
security interests or other encumbrances at any time levied or placed on or
threatened against Lessor Collateral; to demand, collect, receipt for,
compromise, settle and sue for monies due in respect of Lessor Collateral; and
generally, to do, at Collateral Agent's option and at Lessor's expense, at any
time, or from time to time, all acts and things which Collateral Agent deems
necessary to protect, preserve and realize upon Lessor Collateral and Collateral
Agent's security interests therein and in order to effect the intent of the
Operative Documents all as fully and effectually as Lessor might or could do;
and Lessor hereby ratifies all that said attorney shall lawfully do or cause to
be done by virtue hereof. This power of attorney shall be coupled with an
interest and irrevocable for the term of this Agreement and thereafter as long
as any of the obligations of Lessor under any Operative Document shall be
outstanding. The powers conferred on Collateral Agent hereunder are solely to
protect the security interest in Lessor Collateral and shall not impose any duty
upon Collateral Agent to exercise any such powers. Collateral Agent shall be
accountable only for amounts that it actually receives as a result of the
exercise of such powers and neither it nor any of its officers, directors or
employees shall be responsible to Lessor for any act or failure to act, except
for its own gross negligence or willful misconduct.

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

           7.7. Transfer of the Collateral by Collateral Agent. Collateral
Agent, Indenture Trustee or any Secured Party may be a transferee of Lessor
Collateral or of any part thereof or of any interest therein at any sale
thereof, whether pursuant to foreclosure or power of sale or otherwise
hereunder, and may apply upon the transfer price the indebtedness secured hereby
owing to such transfer, to the extent of such transferee's distributive share of
the transfer price to

                                      -26-
<PAGE>   28
the extent permitted by Applicable Law. Any such transferee shall, upon any such
transfer, acquire title to the properties so transferred, free of the Lien of
this Agreement.

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

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

           (a) Scheduled and End of Term Purchase Option Payments. Moneys
received by Collateral Agent constituting Lease Payments other than any payment
due under Section 29.1 or 29.2 of the Lease Agreement (including the payment of
interest on any such overdue amount), shall be applied without duplication (as
determined by Administrative Agent) on the date received by Collateral Agent:

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

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

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

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

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

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

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

                                      -27-
<PAGE>   29
      amounts to be paid to Tranche B Lenders hereunder shall be reduced by the
      amount of such shortfall.;

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

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

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

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

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

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

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

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

           First, so much of such payments or amounts held or realized by
      Collateral Agent as shall be required to reimburse Collateral Agent,
      Administrative Agent and Indenture Trustee for any expenses not reimbursed
      by Lessor in connection with the collection or distribution of such
      amounts held or realized by Collateral Agent or in connection with

                                      -28-
<PAGE>   30
      the expenses incurred in enforcing its remedies hereunder and preserving
      Lessor Collateral including, without limitation, those expenses
      contemplated under Section 12.1 of this Agreement, shall be retained by
      Collateral Agent or paid to Administrative Agent or Indenture Trustee, as
      the case may be; and

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

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

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

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

           7.14. Exercise of Remedies.

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

                                      -29-
<PAGE>   31
Event of Default during which time Lessor, Administrative Agent, Collateral
Agent and any Tranche B Lender may remarket the Equipment.

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

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

                                      -30-
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services of Collateral Agent, and of all Persons properly engaged and employed
by Collateral Agent.

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

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

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

                7.14.8. Redemption. Any sale of Lessor Collateral or any part
thereof or any interest therein, whether pursuant to foreclosure or power of
sale or otherwise hereunder, shall forever be a perpetual bar against Lessor,
after the expiration of the period, if any, during which Lessor shall have the
benefit of redemption laws which may not be waived pursuant to

                                      -31-
<PAGE>   33
Section 7.14.5 and this Section 7.14.8. Subject to the provisions of this
Agreement, Lessor covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any appraisement, valuation, stay or extension
law wherever enacted, nor at any time hereafter in force, in order to prevent or
hinder the enforcement of this Agreement or the execution of any power granted
herein to Secured Parties or Collateral Agent, or the absolute sale of Lessor
Collateral, or any part thereof, or the possession thereof by any transfer at
any sale under this Section 7.14; and Lessor for itself and all who may claim
under it, so far as it or any of them now or thereafter lawfully do so, waives
all right to have Lessor Collateral marshaled upon any foreclosure hereof, and
agrees that any court having jurisdiction to foreclose this Agreement may order
the sale of Lessor Collateral as an entirety.

                7.14.9. Rights Cumulative; No Waiver. Each and every right,
power and remedy herein given to Secured Parties, Administrative Agent and
Collateral Agent specifically or otherwise in this Agreement shall be cumulative
and shall be in addition to every other right, power and remedy herein
specifically given or now or hereafter existing at law, in equity or by statute,
and each and every right, power and remedy whether specifically herein given or
otherwise existing may be exercised from time to time and as often and in such
order as may be deemed expedient by Administrative Agent or Collateral Agent,
and the exercise or the beginning of the exercise of any power or remedy shall
not be construed to be a waiver of the right to exercise at the same time or
thereafter any other right, power or remedy. No delay or omission by Indenture
Trustee, any Secured Party, Administrative Agent or Collateral Agent in the
exercise of any right, remedy or power or in the pursuance of any remedy shall
impair any such right, power or remedy or be construed to be a waiver of any
default on the part of Lessor, Lessee or Guarantor or to be an acquiescence
therein.

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

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

                                      -32-
<PAGE>   34
           7.16. Lessor Collateral. Upon the occurrence and continuance of any
Loan Event of Default, Lessor will immediately upon receipt of all checks,
drafts, cash or other remittances in payment of any of its accounts, contract
rights or general intangible constituting part of Lessor Collateral, or in
payment for any Lessor Collateral sold, transferred, leased or otherwise
disposed of, or in payment or on account of its accounts, contracts, contract
rights, notes, drafts, acceptances, general intangibles, choses in action and
all other forms of obligation relating to any of Lessor Collateral so sold,
transferred or otherwise disposed of, deliver any such items to Collateral Agent
accompanied by a remittance report in form supplied or approved by Collateral
Agent, such items to be delivered to Collateral Agent in the same form received,
endorsed or otherwise assigned by Lessor where necessary to permit collection of
items and, regardless of the form of such endorsement, Lessor hereby waives
presentment, demand, notice of dishonor, protest and notice of protest.

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

           8. Guaranty.

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

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

           (b) sell, exchange, release, surrender, realize upon or otherwise
deal with in any manner and in any order any property by whomsoever at any time
pledged or mortgaged to

                                      -33-
<PAGE>   35
secure, or howsoever securing, the Guaranteed Obligations or any liability is
(including any of those hereunder) incurred directly or indirectly in respect
thereof or hereof, and/or any offset there against;

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

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

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

           (f) consent to or waive any breach of, or any act, omission or
default under, any of the Operative Documents or otherwise amend, modify or
supplement any of the Operative Documents or any of such other instruments or
agreements.

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

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

           This guaranty shall continue to be effective, or be reinstated, as
the case may be, if at any time payment, or any part thereof, or of any of the
Guaranteed Obligations is rescinded or must otherwise be restored or returned by
the Guaranty Parties upon the insolvency, bankruptcy,

                                      -34-
<PAGE>   36
dissolution, liquidation or reorganization of Lessee or Guarantor, or upon or as
a result of the appointment of a receiver, intervenor, or conservator of, or
trustee or similar officer for, Lessee or Guarantor or any substantial part of
its property, all as though such payment had not been made and any statute of
limitations in favor of Guarantor against any Guaranty Party relating to any
such amount to be restored or returned shall be tolled, or deemed to have been
tolled, to the extent permitted by law, during the period from the date such
payment was made to such Guaranty Party until the date such Guaranty Party so
restores or returns such amount.

           9. Covenants.

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

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

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

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

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

                                      -35-
<PAGE>   37
           (e) It shall duly pay and discharge (i) immediately upon the
attachment thereof (A) in the case of Lessor General Partner, all Liens
attributable to Lessor General Partner (other than Permitted Liens) on any
Lessor Collateral, and (B) in the case of Lessor, all Liens other than Permitted
Liens on any Lessor Collateral, (ii) as and when due, all of its indebtedness
and other obligations before the time that any Lien attaches unless and only to
the extent that any such amounts are not yet due and payable or the validity
thereof is being contested in good faith by appropriate proceedings so long as
such proceedings do not involve any material danger of the sale, forfeiture or
loss of the Items of Equipment or any interest therein and Lessor maintains
appropriate reserves with respect thereto or has made adequate provision for the
payment thereof, in accordance with generally accepted accounting principles and
approved by Administrative Agent and (iii) all Taxes imposed upon or against it
or its property or assets, or upon any property leased by it, prior to the date
on which penalties attach thereto.

           (f) It shall keep at all times books of record and account in which
full, true and correct entries will be made of all dealings or transactions in
relation to its business and affairs, and provide or cause to be provided
adequate protection against loss or damage to such books of record and account.

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

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

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

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

                                      -36-
<PAGE>   38
           (k) It shall not claim ownership of any Item of Equipment on any
federal, state, local or foreign tax return or filing.

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

           (a) Limitation on Incurrence of Additional Indebtedness. Lessee will
not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, assume, guarantee, become liable, contingently or
otherwise, with respect to, or otherwise become responsible for payment of
(collectively, "incur") any Indebtedness (other than Permitted Indebtedness);
provided, however, that if no Tranche A Event of Default shall have occurred and
be continuing at the time of or as a consequence of the incurrence of any such
Indebtedness, Lessee and its Restricted Subsidiaries may incur Indebtedness
(including, without limitation, Acquired Indebtedness) if on the date of the
incurrence of such Indebtedness, after giving effect to the incurrence thereof,
the Consolidated Fixed Charge Coverage Ratio of Lessee is greater than 2.25 to
1.0.

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

           (b) Limitation on Restricted Payments. Lessee will not, and will not
cause or permit any of its Restricted Subsidiaries to, directly or indirectly,
(i) declare or pay any dividend or make any distribution (other than dividends
or distributions payable in Qualified Capital Stock of Lessee or in options,
warrants, or other rights to purchase such Qualified Capital Stock (but
excluding any debt security or Disqualified Capital Stock convertible into, or
exchangeable for, such Qualified Capital Stock)) on or in respect of shares of
Lessee's Capital Stock to holders of

                                      -37-
<PAGE>   39

such Capital Stock, (ii) purchase, redeem or otherwise acquire or retire for
value any Capital Stock of Lessee or any warrants, rights or options to purchase
or acquire shares of any class of such Capital Stock (in each case, other than
in exchange for Qualified Capital Stock of Lessee or options, warrants or other
rights to purchase such Qualified Capital Stock (but excluding any debt
security, or Disqualified Capital Stock convertible into, or exchangeable for,
such Qualified Capital Stock)), (iii) make any principal payment on, purchase,
defease, redeem, prepay, decrease or otherwise acquire or retire for value,
prior to any scheduled final maturity, scheduled repayment or scheduled sinking
fund payment, any Indebtedness of Lessee that is subordinate or junior in right
of payment to Lessee's rental payment obligations under the Lease Agreement or
(iv) make any Investment (other than Permitted Investments) (each of the
foregoing actions set forth in clauses (i), (ii), (iii) and (iv) being referred
to as a "Restricted Payment"), if at the time of such Restricted Payment or
immediately after giving effect thereto, (A) a Tranche A Default or a Tranche A
Event of Default shall have occurred and be continuing or (B) Lessee is not able
to incur at least $1.00 of additional Indebtedness (other than Permitted
Indebtedness) in compliance with Section 9.2(a) or (C) the aggregate amount of
Restricted Payments (including such proposed Restricted Payment) made subsequent
to the Issue Date (the amount expended for such purposes, if other than in cash,
being the fair market value of such property as determined reasonably and in
good faith by the Board of Directors of Lessee) shall exceed the sum of: (1) 50%
of the cumulative Consolidated Net Income (or if cumulative Consolidated Net
Income shall be a loss, minus 100% of such loss) of Lessee earned subsequent to
the Issue Date and on or prior to the date the Restricted Payment occurs (the
"Reference Date") (treating such period as a single accounting period); plus (2)
100% of (x) the aggregate net cash proceeds and (y) the aggregate fair market
value (as determined in good faith by the Board of Directors of Lessee as
evidenced by a Board Resolution), of property other than cash, received by
Lessee from any Person (other than a Subsidiary of Lessee) from the issuance and
sale subsequent to the Issue Date and on or prior to the Reference Date of
Qualified Capital Stock of Lessee or options, warrants or other rights to
purchase such Qualified Capital Stock (but excluding any debt security or
Disqualified Capital Stock convertible into, or exchangeable for, such Qualified
Capital Stock); plus (3) without duplication of any amounts included in clause
(C)(2) above, 100% of the aggregate net cash proceeds of any equity contribution
received by Lessee from a holder of Lessee's Capital Stock (excluding, in the
case of clauses (C)(3) and (4), any net cash proceeds from an Equity Offering to
the extent used to purchase Equipment in accordance with Section 28.4.1 of the
Lease Agreement and in compliance with Section 3.03(b) of the Indenture; plus
(4) 100% of the aggregate net cash proceeds received by Lessee from any Person
(other than a Subsidiary of Lessee) from the issuance and sale (subsequent to
the Issue Date) of debt securities or shares of Disqualified Capital Stock that
have been converted into or exchanged for Qualified Capital Stock of Lessee,
together with the aggregate cash received by Lessee at the time of such
conversion or exchange; plus (5) without duplication, the sum of (a) the
aggregate amount returned in cash to Lessee or a Restricted Subsidiary of Lessee
on or with respect to Investments (other than Permitted Investments) made
subsequent to the Issue Date whether through interest payments, principal
payments, dividends or other distributions or payments, (b) the net cash
proceeds received by Lessee or any of its Restricted Subsidiaries from the
disposition of all or any portion of such Investments (other than to a
Subsidiary of Lessee) and (c) upon redesignation of an Unrestricted Subsidiary
as a Restricted Subsidiary, the fair market value of such Subsidiary;

                                      -38-
<PAGE>   40
provided, however, that the sum of clauses (a), (b) and (c) above shall not
exceed the aggregate amount of all such Investments made subsequent to the Issue
Date; plus (6) $15,000,000.

           Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph do not prohibit: (i) the payment of any dividend
within sixty (60) days after the date of declaration of such dividend if the
dividend would have been permitted on the date of declaration; (ii) the
acquisition of any shares of Capital Stock of Lessee, either (A) solely in
exchange for shares of Qualified Capital Stock of Lessee or options, warrants,
or other rights to purchase such Qualified Capital Stock (other than any debt
security or Disqualified Capital Stock convertible into, or exchangeable for,
such Qualified Capital Stock) or (B) through the application of net proceeds of
a substantially concurrent sale for cash (other than to a Subsidiary of Lessee)
of shares of Qualified Capital Stock of Lessee or options, warrants, or other
rights to purchase such Qualified Capital Stock (other than any debt security or
Disqualified Capital Stock convertible into, or exchangeable for, such Qualified
Capital Stock); (iii) the acquisition of any Indebtedness of Lessee that is
subordinate or junior in right of payment to Lessee's rental payment obligations
under the Lease Agreement either (A) solely in exchange for shares of Qualified
Capital Stock of Lessee, or options, warrants, or other rights to purchase such
qualified Capital Stock or (B) through the application of net proceeds of a
substantially concurrent sale for cash (other than to a Subsidiary of Lessee) of
(1) shares of Qualified Capital Stock of Lessee or (2) Refinancing Indebtedness;
(iv) dividends or payments to Guarantor of cash to be immediately applied to
repurchases by Guarantor of Qualified Capital Stock of Guarantor or options to
purchase such Qualified Capital Stock from directors or employees or former
directors or former employees of Guarantor or any of its Subsidiaries or their
authorized representatives upon the death, disability or termination of
employment of such persons or pursuant to the terms of any customary agreement
under which such Qualified Capital Stock or options were issued, in an aggregate
amount not to exceed $1,000,000 plus any life insurance proceeds in any calendar
year; (v) the repurchase of any Indebtedness which is subordinated to Lessee's
rental payment obligations under the Lease Agreement at a purchase price not
greater than 101% of the principal amount of such Indebtedness in the event of a
change of control in accordance with provisions similar to Section 9.2(i)
hereof; provided that, prior to or simultaneously with the purchase, the Lessor
has made the Change of Control Offer as provided in the Indenture with respect
to the Tranche A Notes and has repurchased all Tranche A Notes validly tendered
for payment in connection with such Change of Control Offer; (vi) payments or
distributions to dissenting stockholders pursuant to applicable law, pursuant to
or in connection with a consolidation, merger or transfer of assets that
complies with the provisions of Section 9.2 hereof applicable to mergers,
consolidating and transfers of all or substantially all of the property and
assets of Lessee, (vii) any dividends or payments to Guarantor in respect of
overhead expenses, legal, accounting, commissions reporting and other
professional fees and expenses of Guarantor that are directly attributable to
the operations of Lessee and its restricted subsidiaries; (viii) payments to
holders of Qualified Capital Stock of Lessee or Guarantor (A) in lieu of the
issuance of fractional shares of Qualified Capital Stock of Lessee or Guarantor
or (B) to redeem or repurchase stock purchase of similar rights issued as a
shareholder rights device; provided that the payments made pursuant to this
clause (viii) from the Issue Date through the final stated maturity of the
Tranche A Notes may not exceed $2,000,000; and (ix) repurchases, acquisitions or
retirements of shares of Qualified Capital Stock of Lessee or Guarantor deemed
to occur upon

                                      -39-
<PAGE>   41
the exercise of stock options or similar rights issued under employee benefits
plans of Lessee or Guarantor if such shares represent all or a portion of the
exercise price or are surrendered in connection with satisfying any income tax
obligation; provided that, except in the case of clauses (i) and (ii), no
Tranche A Default or Tranche A Event of Default shall have occurred and be
continuing or occur as a consequence of the actions or payments set forth
therein. In determining the aggregate amount of Restricted Payments made
subsequent to the Issue Date in accordance with clause (C) of the immediately
preceding paragraph, amounts expended, without duplication, pursuant to clauses
(i), (ii)(B), (iv) through (vi) and (viii) shall be included in such
calculation.

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

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

                                      -40-
<PAGE>   42
Agreement, pro rata based on the amount of Tranche A Notes, the Tranche B Loans
and the Equity Contributions outstanding on the one hand, and the amount of such
other Indebtedness outstanding on the other hand. The purchase price for such
other Indebtedness will not exceed 100% of the principal amount thereof, plus
accrued and unpaid interest thereon. If Lessee elects to so repay such other
Indebtedness, the amount of Equipment purchased by it will be reduced by the
amount of such other Indebtedness so repurchased.

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

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

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

           (d) Limitation on Dividend and Other Payment Restrictions Affecting
Subsidiaries. Lessee will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
permit to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary of Lessee to (i) pay dividends or make any
other distributions on or in respect of its Capital Stock; (ii) make loans or
advances or to pay any Indebtedness or other obligation owed to Lessee or any
other Restricted Subsidiary of Lessee; or (iii) transfer any of its property or
assets to Lessee or any other Restricted Subsidiary of Lessee, except for such
encumbrances or restrictions existing under or by reason of: (A) applicable law;
(B) a Securitized Operating Lease Facility; (C) the Credit Agreement; (D) any
agreement or instrument governing Acquired Indebtedness, which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any

                                      -41-
<PAGE>   43
Person, other than the Person or the properties or assets of the Person so
acquired; (E) agreements existing on the Issue Date to the extent and in the
manner such encumbrances and restrictions are contemplated by such agreements;
(F) in the case of clause (iii) above: (1) agreements or instruments arising or
agreed to in the ordinary course of business that restrict in a customary manner
the subletting, assignment or transfer of any property or asset subject to a
lease, license, conveyance or other contract and (2) any transfer of, agreement
to transfer, option or right with respect to, or Lien on, any property or assets
of Lessee or any Restricted Subsidiary entered into in compliance with Section
9.2 hereof; (G) an agreement that has been entered into for the sale or
disposition of all or substantially all of the Capital Stock of, or property and
assets of, any Restricted Subsidiary of Lessee; (H) provisions in agreements or
instruments which prohibit the payment of dividends or the making of other
distributions with respect to any Capital Stock of a Person other than on a pro
rata basis; or (I) an agreement governing Indebtedness incurred to Refinance the
Indebtedness issued, assumed or incurred pursuant to an agreement referred to in
clause (B), (C), (D) or (E) above; provided, however, that the provisions
relating to such encumbrance or restriction contained in any such Indebtedness
are no less favorable to Lessee or the relevant Restricted Subsidiary of Lessee
in any material respect as determined by the Board of Directors of Lessee in its
reasonable and good faith judgment than the provisions relating to such
encumbrance or restriction contained in agreements referred to in such clause
(B), (C), (D) or (E). Nothing contained in clause (iii) of this Section 9.2(d)
shall prevent Lessee or any of its Restricted Subsidiaries from creating,
incurring, assuming or suffering to exist any Lien created, incurred, assumed or
suffered to exist in accordance with the other terms of this Agreement.

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

           (f) Limitation on Liens. Lessee will not, and will not cause or
permit any of its Restricted Subsidiaries to, directly or indirectly, create,
incur, assume or permit or suffer to exist any Liens of any kind against or upon
any property or assets of Lessee or any of its Restricted Subsidiaries whether
owned on the Issue Date or acquired after the Issue Date, or any proceeds
therefrom, or assign or otherwise convey any right to receive income or profits
therefrom except for (i) Liens existing as of the Issue Date (other than Liens
securing Indebtedness under the Credit Agreement) to the extent and in the
manner such Liens are in effect on the Issue Date and Liens to the extent
contemplated by the Operative Documents; (ii) Liens securing Indebtedness under
the Credit Agreement incurred pursuant to Section 9.2(a); (iii) Liens securing
an Operating Lease Facility, including Liens securing or relating to any
obligations with respect to such operating lease facility or with respect to
guarantees provided to such operating lease facilities; (iv) Liens of Lessee or
a Wholly Owned Restricted Subsidiary of Lessee on assets of any Restricted
Subsidiary of Lessee; (v) Liens securing Refinancing

                                      -42-
<PAGE>   44
Indebtedness which is incurred to Refinance any Indebtedness which has been
secured by a Lien permitted under this Agreement and which has been incurred in
accordance with the provisions of this Agreement; provided, however, that such
Liens (1) are no less favorable to the Tranche A Noteholders and are not more
favorable to the lienholders with respect to such Liens than the Liens in
respect of the Indebtedness being Refinanced and (2) do not extend to or cover
any property or assets of Lessee or any of its Restricted Subsidiaries not
securing the Indebtedness so Refinanced; and (vi) Tranche A Permitted Liens.

           (g) Merger, Consolidation and Sale of Assets. Lessee will not, in a
single transaction or series of related transactions, consolidate or merge with
or into any Person, or sell, assign, transfer, lease, convey or otherwise
dispose of (or cause or permit any Restricted Subsidiary of Lessee to sell,
assign, transfer, lease, convey or otherwise dispose of) all or substantially
all of Lessee's assets (determined on a consolidated basis for Lessee and
Lessee's Restricted Subsidiaries) whether as an entirety or substantially as an
entirety to any Person unless: (i) either (A) Lessee shall be the surviving or
continuing corporation or (B) the Person (if other than Lessee) formed by such
consolidation or into which Lessee is merged or the Person which acquires by
sale, assignment, transfer, lease, conveyance or other disposition the
properties and assets of Lessee and of Lessee's Restricted Subsidiaries
substantially as an entirety (the "Surviving Entity") (1) shall be a corporation
organized and validly existing under the laws of the United States or any State
thereof or the District of Columbia and (2) shall expressly assume all
obligations of Lessee under the Lease Agreement on the part of Lessee to be
performed or observed by Lessee; (ii) immediately after giving effect to such
transaction and the assumption contemplated by clause (i)(B)(2) above (including
giving effect to any Indebtedness and Acquired Indebtedness incurred in
connection with or in respect of such transaction), Lessee or such Surviving
Entity, as the case may be, (a) shall have a Consolidated Net Worth equal to or
greater than the Consolidated Net Worth of Lessee immediately prior to such
transaction, and (b) shall be able to incur at least $1.00 of additional
Indebtedness (other than Permitted Indebtedness) pursuant to Section 9.2(a);
(iii) immediately after giving effect to such transaction and the assumption
contemplated by clause (i)(B)(2) above (including, without limitation, giving
effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to
be incurred and any Lien granted in connection with or in respect of the
transaction), no Tranche A Default or Tranche A Event of Default shall have
occurred or be continuing; and (iv) Lessee or the Surviving Entity shall have
delivered to Indenture Trustee an officers' certificate and an opinion of
counsel, each stating that such consolidation, merger, sale, assignment,
transfer, lease, conveyance or other disposition and that all conditions
precedent in this Agreement relating to such transaction have been satisfied.

           (h) Limitations on Transactions with Affiliates.

                (i) Lessee will not, and will not permit any of its Restricted
      Subsidiaries to, directly or indirectly, enter into or permit to exist any
      transaction or series of related transactions (including, without
      limitation, the purchase, sale, lease or exchange of any property or the
      rendering of any service) with, or for the benefit of, any of its
      Affiliates (each an "Affiliate Transaction"), other than (A) Affiliate
      Transactions permitted under paragraph (ii) below and (B) Affiliate
      Transactions on terms that are no less favorable than those that might
      reasonably have been obtained in a comparable

                                      -43-
<PAGE>   45
      transaction at such time on an arm's-length basis from a Person that is
      not an Affiliate of Lessee or such Restricted Subsidiary. All Affiliate
      Transactions (and each series of related Affiliate Transactions which are
      similar or part of a common plan) involving aggregate payments or other
      property with a fair market value in excess of $5,000,000 shall be
      approved by the unaffiliated members of the Board of Directors of Lessee
      or such Restricted Subsidiary, as the case may be, such approval to be
      evidenced by a Board Resolution stating that such unaffiliated members of
      the Board of Directors has determined that such transaction complies with
      the foregoing provisions. If Lessee or any Restricted Subsidiary of Lessee
      enters into an Affiliate Transaction (or a series of related Affiliate
      Transactions related to a common plan) that involves an aggregate fair
      market value of more than $10,000,000, Lessee or such Restricted
      Subsidiary, as the case may be, shall, prior to the consummation thereof,
      obtain a favorable opinion as to the fairness of such transaction or
      series of related transactions to Lessee or the relevant Restricted
      Subsidiary, as the case may be, from a financial point of view, from a
      nationally recognized firm qualified to do the business for which it is
      engaged and file the same with Indenture Trustee.

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

                                      -44-
<PAGE>   46
           (i) Change of Control. Upon a Change of Control, Lessee shall comply
with Section 28.4.3 of the Lease Agreement.

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

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

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

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

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

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

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

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

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

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

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

                                      -45-
<PAGE>   47
                (i) Annual Financial Statements. As soon as available and in any
      event within 120 days after the end of each fiscal year of Guarantor, the
      audited consolidated and unaudited consolidating statements of income,
      stockholders' equity, changes in financial position and cash flow of
      Guarantor and its consolidated subsidiaries for such fiscal year, and the
      related consolidated and consolidating balance sheets of Guarantor and its
      consolidated subsidiaries as at the end of such fiscal year, and setting
      forth in each case in comparative form the corresponding figures for the
      preceding fiscal year, and accompanied by the related opinion of
      independent public accountants of recognized national standing acceptable
      to Administrative Agent which opinion shall state that said financial
      statements fairly present the consolidated and consolidating financial
      condition and results of operations of Guarantor and its consolidated
      subsidiaries as at the end of, and for, such fiscal year and that such
      financial statements have been prepared in accordance with GAAP, except
      for such changes in such principles with which the independent public
      accountants shall have concurred and such opinion shall not contain a
      "going concern" or like qualification or exception, and a certificate of
      such accountants stating that, in making the examination necessary for
      their opinion, they obtained no knowledge, except as specifically stated,
      of any Lease Default.

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

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

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

                (v) SEC Filings, Etc. Promptly upon its becoming available, each
      financial statement, report, notice or proxy statement sent by Lessee to
      stockholders generally and each regular or periodic report and any
      registration statement, prospectus or

                                      -46-
<PAGE>   48
      written communication (other than transmittal letters) in respect thereof
      filed by Lessee with or received by Lessee in connection therewith from
      any securities exchange or the SEC or any successor agency.

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

                (vii) Hedging Agreements. As soon as available and in any event
      within ten (10) Business Days after each Quarterly Date, a report, in form
      and substance satisfactory to Administrative Agent, setting forth as of
      the last Business Day of such Quarterly Date a true and complete list of
      all Hedging Agreements (including commodity price swap agreements, forward
      agreements or contracts of sale which provide for prepayment for deferred
      shipment or delivery of oil, gas or other commodities) of Lessee and each
      Subsidiary, the material terms thereof (including the type, term,
      effective date, termination date and notional amounts or volumes), the net
      mark to market value therefor, any new credit support agreements relating
      thereto not listed on Schedule 9, any margin required or supplied under
      any credit support document, and the counter party to each such agreement.

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

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

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

           (c) Maintenance, Etc.

                (i) Generally. Lessee shall and shall cause each Subsidiary to
      (A) preserve and maintain its corporate existence and all of its material
      rights, privileges, franchises, patents, trademarks, copyrights and
      licenses, (B) keep books of record and

                                      -47-
<PAGE>   49
      account in which full, true and correct entries will be made of all
      dealings or transactions in relation to its business and activities, (C)
      comply with all Governmental Requirements if failure to comply with such
      requirements will have a Material Adverse Effect, (D) pay and discharge
      all taxes, assessments and governmental charges or levies imposed on it or
      on its income or profits or on any of its Property prior to the date on
      which penalties attach thereto, except for any such tax, assessment,
      charge or levy the payment of which is being contested in good faith and
      by proper proceedings and against which adequate reserves are being
      maintained, and (E) upon reasonable notice, permit representatives of
      Administrative Agent or any Tranche B Lender, during normal business
      hours, to examine, copy and make extracts from its books and records, to
      inspect its Properties, and to discuss its business and affairs with its
      officers, all to the extent reasonably requested by such Tranche B Lender
      or Administrative Agent (as the case may be).

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

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

           (d) Environmental Matters.

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

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

                                      -48-
<PAGE>   50
           (e) ERISA Information and Compliance. Lessee will promptly furnish
and will cause the Subsidiaries and any ERISA Affiliate to promptly furnish to
Administrative Agent with sufficient copies to the Tranche B Lenders (i)
promptly after the filing thereof with the United States Secretary of Labor, the
Internal Revenue Service or the PBGC, copies of each annual and other report
with respect to each Plan or any trust created thereunder, (ii) immediately upon
becoming aware of the occurrence of any ERISA Event or of any "prohibited
transaction," as described in section 406 of ERISA or in section 4975 of the
Code, in connection with any Plan or any trust created thereunder, a written
notice signed by a Responsible Officer specifying the nature thereof, what
action Lessee, the Subsidiary or the ERISA Affiliate is taking or proposes to
take with respect thereto, and, when known, any action taken or proposed by the
Internal Revenue Service, the Department of Labor or the PBGC with respect
thereto, and (iii) immediately upon receipt thereof, copies of any notice of the
PBGC's intention to terminate or to have a trustee appointed to administer any
Plan. With respect to each Plan (other than a Multiemployer Plan), Lessee will,
and will cause each Subsidiary and ERISA Affiliate to, (A) satisfy in full and
in a timely manner, without incurring any late payment or underpayment charge or
penalty and without giving rise to any lien, all of the contribution and funding
requirements of section 412 of the Code (determined without regard to
subsections (d), (e), (f) and (k) thereof) and of section 302 of ERISA
(determined without regard to sections 303, 304 and 306 of ERISA), and (B) pay,
or cause to be paid, to the PBGC in a timely manner, without incurring any late
payment or underpayment charge or penalty, all premiums required pursuant to
sections 4006 and 4007 of ERISA.

           (f) Debt. Neither Lessee, Guarantor nor any Subsidiary will incur,
create, assume or permit to exist any Debt, except:

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

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

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

                (iv) Operating Equipment Lease Obligations;

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

                (vi) Debt evidenced by Capital Lease Obligations and Purchase
        Money Indebtedness, provided that in no event shall the aggregate
        principal amount of Capital

                                      -49-
<PAGE>   51
        Lease Obligations and Purchase Money Indebtedness permitted by this
        clause (vii) exceed $30,000,000 at any time outstanding;

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

                (viii) Debt of any Foreign Subsidiary of Lessee or Guarantor the
        proceeds of which Debt are used for such Foreign Subsidiary's and/or
        their Foreign Subsidiaries' working capital and general corporate
        purposes ("Foreign Subsidiary Indebtedness")

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

           (g) Liens. Neither Lessee nor any Subsidiary will create, incur,
assume or permit to exist any Lien on any of its Properties (now owned or
hereafter acquired), except:

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

                (ii) Excepted Liens;

                (iii) Liens securing Capitalized Leases allowed under Section
        9.3(f)(iii), but only on the Property under lease;

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

                (v) Liens disclosed on Schedule 12;

                                      -50-
<PAGE>   52
                (vi) Liens arising out of Hedging Agreements with Tranche B
        Lenders or their Affiliates;

                (vii) Liens relating to Debt permitted under Section 9.3(f)
        provided that the aggregate amount of Debt by such Liens shall not
        exceed $200,000,000; (viii) Liens on assets of Foreign Subsidiaries
        under Foreign Credit Facilities; and

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

           (h) Investments, Loans and Advances. Neither Lessee nor any
Subsidiary will make or permit to remain outstanding any loans or advances to or
Investments in any Person, except that, so long as no Lease Event of Default has
occurred and is continuing, the foregoing restriction shall not apply to:

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

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

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

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

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

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

                (vii) other Investments, loans or advances not to exceed
        $100,000,000 in any one fiscal year or $250,000,000 in the aggregate at
        any time outstanding; and

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

                                      -51-
<PAGE>   53
           (i) Dividends, Distributions and Redemptions. Lessee will not declare
or pay any dividend, purchase, redeem or otherwise acquire for value any of its
stock now or hereafter outstanding, return any capital to its stockholders or
make any distribution of its assets to its stockholders; except that so long as
there shall exist no Lease Default or Lease Event of Default (both before and
after giving effect to the payment thereof) (i) Lessee may pay cash dividends to
Guarantor so long as the proceeds thereof are immediately used by Guarantor to
purchase shares of common stock or options to purchase shares of common stock of
Guarantor held by former employees of Lessee following the termination of their
employment by Lessee or any of its Subsidiaries provided that the aggregate
amount of cash dividends paid pursuant to this Section 9.3(i)(i), not during any
fiscal year of Lessee exceed $7,500,000; or (ii) Lessee may make other
distributions provided that the aggregate amount of such distributions shall not
exceed $5,000,000 during any fiscal year.

           (j) Nature of Business. Neither Lessee nor any Subsidiary will allow
any material change to be made in the character of its business.

           (k) Mergers, Etc. Neither Lessee nor any Subsidiary will merge into
or with or consolidate with any other Person, or sell, lease or otherwise
dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its Property or assets to any other Person except that (i)
any Subsidiary of Lessee may be merged into or consolidated with or sell, lease
or otherwise dispose of all or substantially all of its Property or assets to
(A) Lessee, so long as Lessee is the surviving business entity, or (B) another
Subsidiary of Lessee and (ii) Lessee may merge into or consolidate with any
Person provided, in each case (A) immediately thereafter and giving effect
thereto, no event shall occur and be continuing which constitutes a Lease
Default or Lease Event of Default and (B) Lessee is the surviving business
entity.

           (l) Sales Proceeds. Neither Lessee nor any Person acting on behalf of
Lessee has taken or will take any action which might cause any of the Operative
Documents to violate Regulation T, U or X or any other regulation of the Board
of Governors of the Federal Reserve System or to violate Section 7 of the
Exchange Act or any rule or regulation thereunder, in each case as now in effect
or as the same may hereinafter be in effect.

           (m) ERISA Compliance. Lessee will not at any time:

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

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

                (iii) Fail to make, or permit any Subsidiary or ERISA Affiliate
      to fail to make, full payment when due of all amounts which, under the
      provisions of any Plan,

                                      -52-
<PAGE>   54
      agreement relating thereto or applicable law, Lessee, a Subsidiary or any
      ERISA Affiliate is required to pay as contributions thereto;

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

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

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

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

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

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

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

                                      -53-
<PAGE>   55
           (n) Sale or Discount of Receivables. Neither Lessee nor any
Subsidiary will discount or sell (with or without recourse) any of its notes
receivable or accounts receivable.

           (o)  Certain Financial Covenants.

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

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

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

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

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

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

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

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

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

           (p) Sale of Properties. Lessee will not, and will not permit any
Subsidiary to, sell, assign, convey or otherwise transfer any Property; except
that Lessee and any Subsidiary:

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

                                      -54-
<PAGE>   56
                (ii) may sell or lease inventory or equipment to
      their respective customers in the ordinary course of
      business; and

                (iii) may dispose of Property necessary to effectuate Operating
      Lease Facilities otherwise permitted hereby; provided, however, 100% of
      the net proceeds received in connection with any such disposition shall be
      used to prepay the outstanding principal balance of the amounts borrowed
      under the Revolver on a dollar for dollar basis. [Discuss what happens if
      Revolver no longer in place.]

           (q) Environmental Matters. Neither Lessee nor any Subsidiary will
cause or permit any of its Property to be in violation of, or do anything or
permit anything to be done which will subject any such Property to any remedial
obligations under any Environmental Law, assuming disclosure to the applicable
Governmental Entity of all relevant facts, conditions and circumstances, if any,
pertaining to such Property where such violations or remedial obligations would
have a Material Adverse Effect.

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

           (s) Subsidiaries. Lessee shall not, and shall not permit any
Subsidiary to, create any additional Subsidiaries except for (i) Subsidiaries
formed in connection with Operating Equipment Lease Facilities permitted
hereunder, (ii) Subsidiaries resulting from the Merger or from future mergers or
acquisitions permitted hereunder, and (iii) new Subsidiaries created by Lessee
in compliance with Section [___]. Lessee shall not and shall not permit any
Subsidiary to sell or to issue any stock or ownership interest of a Subsidiary,
except to Lessee and except in compliance with Section 9.3(h).

           (t) Negative Pledge Agreements. Neither Lessee nor any Subsidiary
will create, incur, assume or permit to exist any contract, agreement or
understanding (other than this Agreement, the Revolver and the Security
Instruments) which in any way prohibits or restricts the granting, conveying,
creation or imposition of any Lien on any of its Property as may be required in
connection with this Agreement or restricts any Subsidiary from paying dividends
to Lessee, or which requires the consent of or notice to other Persons in
connection therewith, except for any such contract, agreement or understanding
entered into in connection with an Operating Equipment Lease Facility or
otherwise existing as of the Closing Date.

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

                                      -55-
<PAGE>   57
           9.4. Covenant of Tranche B Lenders, Lessor, Administrative Agent and
Collateral Agent and Limited Partners. If Lessor, any Tranche B Lender,
Administrative Agent or Collateral Agent is not a U.S. Person, it shall provide,
to Lessee and to any other party making payments to it under the Operative
Documents, on the Closing Date (or, if later at the time it becomes Lessor, a
Tranche B Lender, Administrative Agent or Collateral Agent, as the case may be)
and at such times as may be necessary thereafter under Applicable Law as in
effect on the Closing Date (including Section 1441 of the Code) and at such
other times as shall be reasonably requested by Lessee or any other party making
payments to it under the Operative Documents, a fully completed Internal Revenue
Service Form W-8 or successor form (including an appropriate Internal Revenue
Service Form W-8 completed as specified in Treasury Regulations section
1.1441-4(a)), along with any other forms or documents required to be attached to
such forms upon which Lessee or such other party can rely establishing that all
payments to each such Person under the Operative Documents can be made free and
clear of any requirement to withhold any United States federal income tax
therefrom; provided, however, that each such Person shall not be required to
provide such forms if, solely as a result of a change after the Closing Date in
Applicable Law as in effect on the Closing Date (or such later date) such Person
is not legally entitled to deliver such form. In the event of a failure to
provide any form as required under this Section 9.4 by any Tranche B Lender,
Lessor, Administrative Agent or Collateral Agent, the relevant party shall be
entitled to withhold from any payment made pursuant to the Operative Documents
to such Person the appropriate amount of federal income tax, notwithstanding the
provisions of the Operative Documents to the contrary and provided further, that
Lessee shall not have any indemnity obligation to such Person pursuant to
Section 10.3.5 hereof to the extent related to such failure.

           10. Indemnities.

           10.1. Lessee General Indemnification. Lessee hereby assumes liability
for, and does hereby agree to indemnify, protect, save, defend, and hold
harmless each Lessee Indemnified Person (and, with respect to clause (ix) below,
Arrangers) on an After-Tax Basis, from and against any and all obligations,
fees, expenses, costs, liabilities, losses, damages, penalties, claims, demands,
actions, suits, judgments and related costs and expenses, including reasonable
legal fees and expenses, of every kind and nature whatsoever, imposed on,
incurred by, or asserted against such Lessee Indemnified Person (collectively,
"Losses"), which relate in any way relate to or arise in any way out of (i) the
manufacture, construction, ordering, transfer, acceptance or rejection,
ownership, transfer of ownership, titling or re-titling, registration or
re-registration, delivery, leasing, subleasing, possession, use, operation,
maintenance, storage, removal, redelivery, repossession, mortgaging, granting of
any interest in, transfer of title to, acquisition, sale or other application or
disposition, disposition of licensing, documentation, of any Item of Equipment,
or any part thereof, including, without limitation, any of such as may arise
from (A) loss or damage to any property or death or injury to any Persons, (B)
patent or latent defects in any Items of Equipment (whether or not discoverable
by Lessee or any Lessee Indemnified Person, (C) any claims based on strict
liability in tort or negligence, (D) any claims related to the release of any
substance into the environment and (E) any claims based on patent, trademark,
trade name or copyright infringement, or (ii) the Operative Documents or the
transactions contemplated hereby or thereby, or (iii) any failure on the part of
Lessee or Guarantor to perform or comply with any Applicable Law, any of the
terms of any Operative Document to

                                      -56-
<PAGE>   58
which it is a party or any instrument referred to or contemplated hereby or
thereby or the nonconformity of any Equipment with Applicable Law, or (iv)
reliance on any representation or warranty made or deemed made by Lessee or
Guarantor or any of their respective officers under or in connection with any
Operative Document which shall have been false or incorrect in any material
respect when made or deemed made or delivered, or (v) any repayment to Lessee by
Lessor of any amount previously distributed hereunder which amount such Person
is required to repay, or (vi) any investigation, litigation or proceeding
related to any Operative Document or the use of proceeds of Tranche A Notes,
Tranche B Loans or Equity Contributions or the ownership of the Tranche A Notes,
Tranche B Notes or Equity Certificates or in respect of the Lease Agreement, or
(vii) the failure to vest or maintain vested in Lessor and Collateral Agent or
to transfer to Lessor or Collateral Agent an undivided security interest in the
Lessee Collateral or the Lessor Collateral, respectively, including collections
free and clear of Liens to the extent required by the Operative Documents, or
(viii) any agreement by Lessor to pay any amounts under Section 6.5 of the
Limited Partnership Agreement or to indemnify any Person under the Lessor
Indemnity Agreement, or (ix) the engagement of the Appraiser with respect to the
delivery of the Appraisal to be delivered on or before the Closing Date. Lessee
shall be subrogated to a Lessee Indemnified Person's rights in any matter with
respect to which Lessee has actually reimbursed such Lessee Indemnified Person
for amounts expended by it or has actually paid such amounts directly pursuant
to this Section 10.1. In case any claim, action, suit or proceeding is made or
brought against any Lessee Indemnified Person in connection with any claim
indemnified against hereunder, such Lessee Indemnified Person will, promptly
after receipt of notice of such claim or the commencement of such action, suit
or proceeding, notify Lessee thereof, enclosing a copy of all papers served upon
such Lessee Indemnified Person, but failure to give such notice or to enclose
such papers shall not relieve Lessee from any liability hereunder unless such
failure materially and adversely affects Lessee's defense of such claim
resulting in a material increase in liability of Lessee in respect of such claim
or preventing it from reducing liability therefor, in which case Lessee shall
not be required to indemnify such Lessee Indemnified Person for the amount by
which such liability was increased or not reduced for failure to give such
notice. Provided no Lease Event of Default has occurred, Lessee will be entitled
to participate in, and assume the defense of, such claim, action, suit or
proceeding, or cause the same to be resisted or defended by counsel selected by
Lessee and reasonably acceptable to the Lessee Indemnified Person; provided,
however, if such claim, action, suit or proceeding involves any material risk of
loss or forfeiture of title to the Equipment (unless Lessee shall have posted a
bond or other security reasonably satisfactory to Administrative Agent in
respect of such risk) or any material risk of criminal penalty being assessed
against any Lessee Indemnified Person, upon such Lessee Indemnified Person's
request, Lessee will at its expense, cause such claim, action, suit or
proceeding to be resisted or defended by counsel selected by such Lessee
Indemnified Person and reasonably acceptable to Lessee. After notice from Lessee
to such Lessee Indemnified Person of Lessee's election to so assume the defense
of such claim, action, suit or proceeding, Lessee will not be liable to such
Lessee Indemnified Person for any costs and expenses of any settlement of such
claim, action, suit or proceeding effected by such Lessee Indemnified Person
without the prior written consent of Lessee (which consent will not be
unreasonably withheld). Such Lessee Indemnified Person may participate at its
own expense in any such claim, action, suit or proceeding controlled by Lessee
pursuant hereto; provided such participation does not, in the opinion of
independent counsel appointed by Lessee, interfere with

                                      -57-
<PAGE>   59
such control) and such participation will not constitute a waiver of the
indemnification provided in this Section 10. In the event of any failure by
Lessee to satisfy its obligations under this Section 10.1, Lessee shall pay all
reasonable costs and expenses (including, without limitation, attorney's fees
and expenses) incurred by such Lessee Indemnified Person in connection with such
action, suit or proceeding. Additionally, if outside counsel to such Lessee
Indemnified Person determines that a conflict of interest exists between such
Person and Lessee regarding any Loss indemnified hereunder, Lessee agrees to pay
the reasonable fees and expenses of separate counsel for and as selected by such
Lessee Indemnified Person. The provisions of this Section 10.1, and the
obligations of Lessee under this Section 10.1, shall apply from the date of this
Agreement notwithstanding that the Term may not have commenced, and shall
survive and continue in full force and effect notwithstanding the expiration or
earlier termination of this Agreement, the Lease Agreement or any other
Operative Document in whole or in part, including the expiration of termination
of the Term with respect to any Item of Equipment, and are expressly made for
the benefit of, and shall be enforceable by Lessor.

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

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<PAGE>   60
such Lessee Indemnified Person except expenses incurred relating to an Lease
Event of Default, (xii) any Loss in connection with any dispute between or among
Lessee Indemnified Persons other than Losses caused by a Lease Event of Default
and (xiii) any Loss arising under Section 406(a) of ERISA or Section 4975 of the
Code (a) as a result of Loans or funds advanced by Tranche B Lenders or Lessor
being deemed to be "plan assets" under the "plan asset regulations" promulgated
pursuant to ERISA or (b) as a result of a violation of Section 406(b) of ERISA
or Section 4975(c)(1) (E) or (F) of the Code by Tranche B Lenders or Lessor.
Section 10.1 shall be construed as an indemnity only and not a guaranty of
residual value of the Items of Equipment.

           10.3.Tax Indemnity.

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

                10.3.2. Exceptions to Tax Indemnity. Notwithstanding anything to
the contrary in Section 10.3.1, the following shall be excluded from the
indemnity provided under Section 10.3.1: (i) Taxes (other than Taxes that are,
or are in the nature of, sales, use, rental, value added, transfer or property
taxes) that are imposed on a Tax Indemnitee by the United States federal
government that are based on or measured by the gross or net income or gross or
net receipts, taxes based on capital gains and minimum taxes and any and all
withholding Taxes (which, for the avoidance of doubt, are dealt with in Section
10.3.5 hereof) of such Person;

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<PAGE>   61
provided, that this clause (i) shall not be interpreted to prevent a payment
from being made hereunder on an After-Tax Basis if such payment is otherwise
required to be so made; (ii) Taxes (other than Taxes that are, or are in the
nature of, sales, use, rental, value added, transfer or property taxes) that are
imposed on any Tax Indemnitee (other than Lessor) by any state, local or foreign
jurisdiction or taxing authority within any state or local or foreign
jurisdiction and that are net income taxes, or are franchise taxes, any gross
income or gross receipts taxes imposed in lieu of a net income tax, taxes based
on capital gains and minimum taxes and any and all withholding Taxes (which, for
the avoidance of doubt, are dealt with in Section 10.3.5 hereof) of such Person;
provided that such Taxes shall not be excluded under this clause (ii) to the
extent such Taxes would have been imposed had the location, possession or use of
any Equipment in, the location or the operation of Lessee, Lessor or Guarantor
in, or Lessor's, Lessee's or Guarantor's making payments under the Operative
Documents from, the jurisdiction imposing such Taxes been the sole connection
between such Tax Indemnitee and the jurisdiction imposing such Taxes, unless,
however, such Tax Indemnitee would have been subject to tax in such jurisdiction
absent the transactions contemplated by the Operative Documents; provided
further, that Lessor is indemnified for all Taxes excluded by this subsection
(ii); provided further, that this clause (ii) shall not be interpreted to
prevent a payment from being made on an After-Tax Basis if such payment is
otherwise required to be so made; (iii) provided that all amounts due from
Lessee under the Operative Documents have been paid, any Tax to the extent it
relates to any act, event or omission that occurs after the termination of the
Lease Agreement and, if required, redelivery or sale of an Item of Equipment in
accordance with the terms of the Lease Agreement (but not any Tax that is
otherwise excluded herein or is imposed with respect to such termination,
redelivery or sale or to any period prior to such termination, redelivery or
sale); (iv) any Taxes which are imposed on a Tax Indemnitee as a result of the
gross negligence or willful misconduct of such Tax Indemnitee itself, as
determined by a court of competent jurisdiction (as opposed to gross negligence
or willful misconduct imputed to such Tax Indemnitee), but not Taxes imposed as
a result of ordinary negligence of such Tax Indemnitee; (v) Taxes imposed on, or
increased (under Applicable Law in effect on the date of the transfer) as a
result of a voluntary transfer by the Tax Indemnitee or any transfer as a result
of the bankruptcy of such Tax Indemnitee not caused by a an Event of Default
under Section 23(a) of the Lease Agreement of any Item of Equipment or interest
therein or any interest in or arising under any Operative Document or any
transactions contemplated thereby other than any such transfer required by law
or by the Operative Document, occurring pursuant to the exercise of remedies
during the continuance of a Lease Event of Default or requested by Lessee; (vi)
with respect to Lessor, any Tax that results from or would not have been imposed
but for the breach or inaccuracy of any representation set forth in Section 2.3
or 2.4 hereof, as the case may be; (vii) any Tax to the extent resulting in
whole or in part from the failure of any Tax Indemnitee to file a return that is
proper and timely unless such failure results from the failure of Lessee to
perform its obligations under Section 10.3.4 hereof; and (viii) any Tax that
results from or would not have imposed but for the failure of any Tax
Indemnitee, at Lessee's sole cost, to provide any form, certificate or other
document reasonably requested by, prepared by and timely provided to such Tax
Indemnitee by Lessee, legally able to be provided by such Tax Indemnitee and
necessary to avoid the imposition of such Tax provided that such Tax Indemnitee
reasonably determines that to so provide such form, certificate or other
document would have no adverse effect on it.

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<PAGE>   62
                10.3.3. Payment of Taxes. Subject to the terms of Section
10.3.6, Lessee agrees to pay or cause to be paid all Taxes indemnified pursuant
to Section 10.3.1 directly to the taxing authorities where feasible and
otherwise to the Tax Indemnitee, as appropriate, and Lessee shall at its own
expense, upon such Tax Indemnitee's reasonable request, furnish to such Tax
Indemnitee copies of official receipts or other reasonably satisfactory evidence
of such payment. In the case of Taxes for which no contest is conducted pursuant
to Section 10.3.6 and which Lessee pays directly to the taxing authorities,
Lessee shall pay such Taxes prior to the latest time permitted by the relevant
taxing authority for timely payment. In the case of Taxes for which a Lessee
reimburses a Tax Indemnitee, Lessee shall do so within thirty (30) days after
receipt by Lessee of demand by such Tax Indemnitee describing in reasonable
detail the nature of the Tax and the basis for the demand (including without
limitation the computation of the amount payable), accompanied by receipts or
other reasonable evidence of payment of the Tax in respect of such demand. In
the case of Taxes for which a contest is conducted pursuant to Section 10.3.6
Lessee agrees to pay such Taxes or reimburse such Tax Indemnitee for such Taxes,
to the extent not previously paid or reimbursed pursuant to Section 10.3.1,
prior to the latest time permitted by the relevant taxing authority for timely
payment after conclusion of all contests hereunder.

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

                10.3.4. Tax Filings. Lessee shall be responsible for preparing
and filing any real and personal property or ad valorem tax returns in respect
of the Equipment. In the case of any other report, statement or tax return that
shall be required to be made with respect to any Taxes which are indemnified by
Lessee pursuant to Section 10.3.1, Lessee, at its sole cost and expense, shall
notify the relevant Tax Indemnitee of such requirement and (except if such Tax
Indemnitee notifies Lessee that such Tax Indemnitee intends to prepare and file
such report or return) (i) to the extent required or permitted by and consistent
with filing requirements in the applicable jurisdiction, make and file in
Lessee's name such return, statement or report and (ii) in the case of any other
such return, statement or report required to be made in the name of such Tax
Indemnitee, advise such Tax Indemnitee of such fact and prepare such return,
statement or report for filing by such Tax Indemnitee or, where such return,
statement or report shall be required to reflect items in addition to any
obligations of Lessee under or arising out of Section 10.3.1, provide such Tax
Indemnitee at Lessee's expense with information sufficient to permit such
return, statement or report to be properly made with respect to any obligations
of Lessee under or arising out of Section 10.3.1. Such Tax Indemnitee shall,
upon Lessee's request and at Lessee's expense, provide any data not deemed
confidential by such Tax Indemnitee maintained by such Tax Indemnitee (and not
otherwise available to or within the control of Lessee) with respect to the
Equipment which Lessee may reasonably require to prepare any required Tax
returns or reports.

                10.3.5. Withholdings. As between Lessee on one hand, and Lessor,
Administrative Agent and Collateral Agent (each a "Withholding Party") on the
other hand,

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<PAGE>   63
Lessee shall be responsible for, and Lessee shall indemnify and hold harmless
each Withholding Party on an After Tax Basis against, any obligation for United
States or foreign withholding taxes or similar levies, imposts, charges, fees,
deductions or withholdings (collectively, "Withholdings") imposed in respect of
any part of the Lease Payments, interest or other amounts payable by Lessee or
Lessor to any Withholding Party, or with respect to any other payments under the
Operative Documents (all such payments being referred to herein as "Exempt
Payments" to be made without deduction, withholding or set off) (and, if any
Withholding Party receives a demand for such payment from any taxing authority
or a Withholding is otherwise required with respect to any Exempt Payment,
Lessee shall discharge such demand on behalf of such Withholding Party);
provided, however, that the obligation of Lessee under this Section 10.3.5 shall
not apply to any Withholdings that would not have been imposed but for such
Withholding Party's failure to comply with Section 9.4.

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

                10.3.6. Tax Contests. If a claim is made in writing against any
Tax Indemnitee for any Taxes which Lessee is required to pay or indemnify
against pursuant to Section 10.3.1, such Tax Indemnitee shall promptly notify
Lessee in writing, provided that, without prejudice to any rights or claims for
damages Lessee may have as a result of such failure, the failure to so notify
Lessee will not reduce Lessee's obligation under Section 10.3 except if such
failure precludes the contest of such claim. Subject to the next sentence, if
requested by Lessee in writing within thirty (30) days after receipt by Lessee
of a notice described in the preceding sentence, such Tax Indemnitee and, if
required or appropriate to prosecute such contest, any other Tax Indemnitee,
shall permit such Lessee, to contest in the name of Lessee, and if such contest
by such Lessee in the name of such Lessee is not permissible or allowed, shall,
at the request of Lessee, permit such Lessee to contest in the name of the Tax
Indemnitee and, if such contest by Lessee in the name of the Tax Indemnitee is
not permissible or allowed, shall, at the request of Lessee diligently contest
in good faith (including pursuing all administrative and judicial appeals) the
validity, applicability or amount of such Taxes in appropriate administrative or
judicial proceedings; provided that (i) prior to taking such action Lessee shall
have agreed to pay and shall have provided an undertaking reasonably acceptable
to such Tax Indemnitee with respect thereto or shall have paid each Tax
Indemnitee that is engaged in such contest in a satisfactory manner for all
out-of-pocket costs and expenses which such Tax

                                      -62-
<PAGE>   64
Indemnitee may incur in connection with contesting such claim, including,
without limitation, all reasonable legal and accountant's fees and disbursements
and costs of administrative and judicial proceedings, and the amount of any
interest or penalties which may be payable as a result of contesting such claim,
(ii) if such contest is to be initiated by the payment of, and the claiming of a
refund for, such Taxes (such election to be within the sole discretion of
Lessee), Lessee shall have advanced such Tax Indemnitee sufficient funds (on an
interest-free basis and on an After-Tax Basis) to make such payment, (iii) any
action to be taken will not result in a material risk of sale, forfeiture or
loss of Lessor's title to, or Lessor's or Collateral Agent's interest in, any
Item of Equipment unless Lessee shall have made provision against such risk in a
manner acceptable to such Tax Indemnitee in its sole discretion, (iv) such Tax
Indemnitee shall not have determined, based on an opinion of such Tax
Indemnitee's counsel, that such action is reasonably likely to result in adverse
consequences to the future tax liability of such Tax Indemnitee not indemnified
to such Tax Indemnitee's satisfaction and (v) Lessee shall have delivered to
such Tax Indemnitee a written acknowledgment of its liability hereunder for such
Taxes, provided that such acknowledgment shall not be binding on such Lessee if
the contest of such Taxes is resolved through a written opinion of an
adjudicator stating a basis for such resolution that demonstrates Lessee has no
liability to such Tax Indemnitee hereunder for such Taxes and provided further,
that such Lessee shall have no right to contest in the name of a Tax Indemnitee,
and such Tax Indemnitee shall itself contest, if the contest involves issues
with respect to which Lessee would not be required to indemnify such Tax
Indemnitee hereunder and which cannot be severed by reasonable efforts of such
Tax Indemnitee from all issues with respect to which Lessee would be liable
hereunder or the severance of which would adversely affect the position of such
Tax Indemnitee, and in any such contest such Tax Indemnitee may in its sole
discretion select the forum for such contest and determine in good faith the
manner in which such contest shall be conducted, including, without limitation,
the pursuit of appeals, but shall consult with Lessee and its counsel in good
faith with respect to such Lessee's interests with respect to contest. If a
claim for Taxes is made in writing against any Tax Indemnitee and such Tax
Indemnitee complies with its obligations under this Section 10.3.6, Lessee and
such Tax Indemnitee shall, for purposes of determining the amount, if any,
payable to such Tax Indemnitee under Section 10.3, be bound by the results of
any contest under this Section 10.3.6 (or by the final written assessment by the
relevant taxing authority, if Lessee elect not to contest under this Section
10.3.6) as to the amount of Tax due to the relevant taxing jurisdiction, the
validity and applicability of such Tax, and any stated reason as to the basis
for the imposition of such Tax contained in the final determination with respect
to such contest. If any Tax Indemnitee shall determine in its sole discretion
that it has either obtained a refund of or been granted a credit, deduction or
other allowance or reduction against Taxes for which Lessee is not obligated to
indemnify such Tax Indemnitee hereunder for amounts corresponding to all or any
part of any Taxes which Lessee shall have paid to any Tax Indemnitee or for
which Lessee shall have reimbursed any Tax Indemnitee hereunder, such Tax
Indemnitee shall, provided that no Lease Event of Default shall have occurred
and be continuing, pay to Lessee an amount which is equal to the sum of the
amount of such refund or credit, deduction or other allowance or reduction, plus
any interest received (or credited against Taxes for which Lessee is not
obligated to indemnify such Tax Indemnitee hereunder) on such refund fairly
attributable to any Taxes paid by such Lessee or with funds provided by Lessee
prior to the receipt of such refund, reduced by any Taxes incurred by such Tax
Indemnitee by reason of the receipt or accrual of such refund and

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interest, and increased by any tax benefit realized by Tax Indemnitee as a
result of any payment by such Tax Indemnitee made pursuant to this sentence so
as to return such Tax Indemnitee to the same net after-tax position it would
have been in if the Taxes so refunded or credited had not been imposed; provided
further, that a Tax Indemnitee shall not be obligated to pay any Lessee an
amount in excess of all amounts of Taxes (and additional amounts described in
Section 10.3) previously paid by Lessee pursuant to Section 10.3 to such Tax
Indemnitee, provided further, however, that such Tax Indemnitee shall pay any
amounts that it is not required to pay to Lessee solely by reason of the
foregoing proviso at such time as Lessee shall have made any additional payments
to such Indemnitee pursuant to Section 10.3 hereof equal to such amounts, and if
a Lease Event of Default shall have occurred and be continuing, such Tax
Indemnitee shall have the option of applying the amount otherwise due any Lessee
pursuant to this sentence against Lessee obligations under any Operative
Document or of holding such amount as security for Lessee full performance of
such obligations until the earlier of (x) the date all obligations owed to such
Tax Indemnitee under the Operative Documents have been paid in full and (y) the
curing of such Lease Event of Default, after which such Tax Indemnitee shall pay
such amount to Lessee. Any Tax Indemnitee shall be entitled to settle any claim
that is the subject of a contest hereunder without the consent of Lessee
provided that, in so doing, such Tax Indemnitee shall waive any rights to
indemnification by Lessee with respect to such settled claim and any other claim
the contest of which would be precluded as a result of such settlement hereunder
and shall repay to Lessee any amounts advanced to pay such contested Taxes with
interest actually received in respect thereof and release any undertaking
required hereunder.

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

           10.4.Increased Costs, Illegality, etc. Lessee hereby assumes
liability for, and does hereby agree to indemnify, protect, save, defend and
hold harmless Lessor on an After-Tax Basis, from and against any and all amounts
that Lessor is obligated to pay any Tranche B Lender under Section 2.7 of the
Tranche B Loan Agreement or any Limited Partner under Section 6.5 of the Limited
Partnership Agreement.

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

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such amount, within fifteen (15) days of the earlier of Lessor's and
Administrative Agent's written request therefor, such amounts owed by Lessor to
such Person.

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

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

           11. Administrative Agent and Collateral Agent.

           11.1. Authorization and Action of Administrative Agent.

           (a) (i) Indenture Trustee for itself and on behalf of Tranche A
Noteholders and (ii) each Tranche B Lender hereby appoints and authorizes
Administrative Agent to take such action as agent on their behalf and to
exercise such powers under this Agreement and the other Operative Documents as
are delegated to Administrative Agent by the terms hereof and thereof, together
with such powers as are reasonably incidental thereto. Except as otherwise
provided in the Limited Partnership Agreement, Administrative Agent shall act
solely as agents for Indenture Trustee and Tranche B Lenders and does not assume
nor shall be deemed to assume any obligation or relationship of trust or agency
with any of Lessee, Lessor, or Guarantor. As to any matters not expressly
provided for by a Operative Document (including enforcement or collection of the
Tranche A Notes or Tranche B Loans), Administrative Agent shall not be required
nor authorized to exercise any discretion or take any action, but shall be
required to act or to refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the instructions of (i) Indenture Trustee
acting on behalf of Majority Tranche A Noteholders, and (ii) Majority Tranche B
Lenders, and such instructions shall be binding, in the case of instructions
under clause (i), upon Indenture Trustee and each Tranche A Noteholder and, in
the case of instructions under clause (ii), upon each Tranche B Lender;
provided, however, Administrative Agent shall not be required to take any action
which exposes it to personal liability or which is contrary to any Operative
Document or Applicable Law. Administrative Agent agrees to give to Indenture
Trustee, and Tranche B Lenders prompt notice of each notice given to it by
Lessor or Lessee pursuant to the terms of this Agreement; provided, however,
Administrative Agent shall not be deemed to have any notice of a Loan Default or
Loan Event of Default unless it has received notice of such from another party
hereto. Administrative Agent may, with the prior consent of Indenture Trustee
acting on behalf of Majority Tranche A Noteholders, or Majority Tranche B
Lenders, as the case may be, agree to any waiver or amendment of the Operative
Documents on behalf of all Tranche A Noteholders, or all Tranche B Lenders, as
the case may be; provided, however, Administrative Agent will not, without the
prior consent of (i) Indenture Trustee acting on behalf of all Tranche A
Noteholders, and (ii) all Tranche B Lenders, agree to any waiver or amendment
that would (A) postpone the time or times for payment of any amount payable
under this Agreement or the Lease Agreement or (B) reduce any Lease Payment
payable under this Agreement or the Lease Agreement. Administrative Agent will
not, without the

                                      -65-
<PAGE>   67
prior consent of (i) Indenture Trustee on behalf of all Tranche A Noteholders
and (ii) all Tranche B Lenders, agree to any waiver or amendment that would,
prior to the payment in full of the Secured Obligations, release all or
substantially all of the Lessor Collateral from the Lien created by the Security
Documents, other than in accordance with the terms of the Operative Documents.
Administrative Agent shall pursue the remedies under the Operative Documents
following a Loan Event of Default in good faith and in a commercially reasonable
manner and in accordance with the instructions of Majority Tranche B Lenders
provided, however, Administrative Agent shall be under no obligation to pursue
such remedies unless such Majority Tranche B Lenders have offered to
Administrative Agent security or indemnity satisfactory to it as to the terms,
coverage, duration, amount or otherwise with respect to the costs, expenses and
liabilities that may be incurred by it in compliance with such written
instructions, requests or directions; provided further Administrative Agent
shall not, without the consent of (i) Indenture Trustee in accordance with the
terms of the Indenture and (ii) Majority Tranche B Lenders (A) approve any plan
of reorganization or liquidation arising out of a Lease Event of Default of the
type described in Section 23(h) of the Lease Agreement, a Tranche A Event of
Default of the type described in Sections 5.01(h) and (i) of the Indenture or a
Tranche B Event of Default of the type described in Section 5.1.4 of the Tranche
B Loan Agreement (B) approve, sell or cause the sale of Equipment in a single
transaction or a series of related transactions of Equipment having aggregate
Acquisition Costs in excess of $30,000,000 (other than a sale in accordance with
the terms of the Lease Agreement provided no Lease Event of Default has occurred
and is continuing). The appointment and authority of Administrative Agent
hereunder shall terminate upon the indefeasible payment in full of all amounts
owed Indenture Trustee, each Secured Party, Administrative Agent and Collateral
Agent under the Operative Documents.

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

                                      -66-
<PAGE>   68
of each notice given to it by Lessor or Lessee pursuant to the terms of this
Agreement; provided, however, Collateral Agent shall not be deemed to have any
notice of a Loan Default or Loan Event of Default unless it has received notice
of such from another party hereto. Collateral Agent shall pursue the remedies of
Secured Parties under the Operative Documents following a Loan Event of Default
in accordance with the instructions of Administrative Agent; provided, however,
Collateral Agent shall be under no obligation to pursue such remedies unless one
or more Tranche B Lenders have offered to Collateral Agent security or indemnity
satisfactory to it as to the terms, coverage, duration, amount or otherwise with
respect to the costs, expenses and liabilities that may be incurred by it in
compliance with such written instructions, requests or directions. The
appointment and authority of Collateral Agent hereunder shall terminate upon the
indefeasible payment in full of all amounts owed Indenture Trustee, each Secured
Party, Administrative Agent and Collateral Agent under the Operative Documents.

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

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

           11.3. Agent's Reliance, etc. Neither Administrative Agent nor
Collateral Agent nor any of their respective directors, officers, agents or
employees shall be liable for any action taken or omitted by it or them under or
in connection with any Operative Document, except for its or their own gross
negligence or willful misconduct. Without limitation of the generality of the
foregoing, each of Administrative Agent and Collateral Agent (i) may consult
with legal counsel (including counsel for Lessee), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted in good faith by it in accordance with the advice of
such counsel, accountants or experts, (ii) makes no warranty or representation
to Indenture Trustee or Secured Parties and shall not be responsible to
Indenture Trustee or Secured Parties for any statements, warranties or
representations made in or in connection with any Operative Document, (iii)
shall not have any duty to ascertain or to inquire as to the performance or
observance of any of the terms, covenants or conditions of any Operative
Document on the part of Lessee or Lessor or to inspect the property (including
the books and records) of Lessee or Lessor, (iv) shall not be responsible to
Indenture Trustee or Secured Parties for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of any Operative Document or
any other instrument or document furnished pursuant thereto, and (v) shall incur
no liability under or in respect of any Operative Document by acting upon any
notice, consent, certificate or other instrument or writing (which may be by
fax, telegram, cable or telex) believed by it to be genuine and signed or sent
by the proper party or parties (including, but not limited to any notice,
consent, certification, other instrument or writing from Indenture Trustee
purportedly on behalf of Tranche A Noteholders or from Administrative Agent
purportedly on behalf of any Tranche A Noteholders or from Administrative

                                      -67-
<PAGE>   69
Agent purportedly on behalf of any Secured Parties. The permissive right of
Administrative Agent and Collateral Agent to take the actions permitted by this
Agreement shall not be construed as an obligation or duty to do so.

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

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

           11.6. Indemnification. Each Tranche B Lender agrees to indemnify
Administrative Agent and Collateral Agent, (to the extent not reimbursed by
Lessor or Lessee) ratably according to its pro rata share on the aggregate
outstanding balances of the Tranche B Loans ("Indemnity Pro Rata Share"), from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against
Administrative Agent or Collateral Agent in any way relating or arising out of
any Operative Document or any action taken or omitted by Administrative Agent or
Collateral Agent under any Operative Document in their capacities as agents for
such Person; provided that no Tranche B Lender shall be liable to Administrative
Agent or Collateral Agent hereunder for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Administrative Agent's or such
Collateral Agent's gross negligence or willful misconduct. Without limitation of
the foregoing, each Tranche B Lender agrees to reimburse Administrative Agent
and Collateral Agent ratably according to its Indemnity Pro Rata Share promptly
upon demand for out-of-pocket expenses (including counsel fees) incurred by
Administrative Agent or Collateral Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, Operative Document in
their capacities as agents for such Person, to the extent that

                                      -68-
<PAGE>   70
Administrative Agent or Collateral Agent is not reimbursed for such expenses by
Lessor or Lessee. Neither Lessee's nor Lessor's indemnity obligations shall be
reduced by this Section 11.6.

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

           11.8. Registration.

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

           (b) Tranche B Notes. Administrative Agent shall preserve registration
books identifying each Tranche B Lender's interest in the Tranche B Notes and a
list of the names and addresses of the holders of the Tranche B Notes, which
register and list shall be available to each Party hereto or their respective
representatives for inspection (the "Register"). Ownership of the Tranche B
Notes shall be proved by the Register. No transfer by any holder of a Tranche B
Note or any portion thereof shall be effective unless and until such transfer is
made upon the registration books maintained by Administrative Agent. Prior to
due presentment for registration of transfer of any Tranche B Note,
Administrative Agent, Collateral Agent, Lessee and Lessor shall deem and treat
the Person in whose name any Tranche B Note is registered as the absolute owner
of such Tranche B Note for the purpose of receiving payment of principal of, and
Breakage Costs, if any, and interest on such Tranche B Note and for all other
purposes

                                      -69-
<PAGE>   71
whatsoever, whether or not such Tranche B Note is overdue, and neither
Administrative Agent, Collateral Agent, Lessor, nor Lessee shall be affected by
any notice to the contrary.

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

           12. Miscellaneous.

           12.1. Expenses. Lessee agrees to pay within ten (10) Business Days of
written notice thereof the reasonable fees and expenses (initial and ongoing) of
(i) Indenture Trustee for serving as Indenture Trustee to Tranche A Noteholders,
(ii) Lessor General Partner for serving as such and (iii) shall reimburse
Indenture Trustee, Lessor, Lessor General Partner, Bankers Trust Company as a
Tranche B Lender and Deutsche Bank AG, New York Branch as Limited Partner,
Administrative Agent and Collateral Agent for all of their respective reasonable
costs and expenses (including, without limitation, reasonable counsel fees and
disbursements) in connection with the negotiation, preparation, execution and
delivery of the Operative Documents and the issuance of the Tranche A Notes,
Tranche B Notes and Equity Certificates and the consummation of the transactions
contemplated thereby including the expenses of Lessor and Co-Obligor for
auditing, legal, filing fees and related expenses associated with the
registration of the Tranche A Notes, compliance with its obligations under the
Indenture and Registration Rights Agreement other than the payment of principal
or interest on the Tranche A Notes or other than as a result of a Tranche A
Event of Default not caused by or arising out of a Lease Event of Default and
compliance with TIA, the Securities Exchange Act and the Securities Act. Lessee
agrees to pay the reasonable fees and disbursements of special counsel to each
of Lessor, Lessor General Partner, Indenture Trustee, Administrative Agent and
Collateral Agent in connection with any amendments, waivers or consents
requested by Lessor, Lessee or Guarantor under any Operative Document. Upon the
occurrence and during the continuance of any Lease Event of Default, Lessee
agrees to pay or reimburse each of Indenture Trustee, each Tranche A Noteholder,
each Tranche B Lender, Lessor, Lessor General Partner, Administrative Agent and
Collateral Agent for reasonable costs and expenses of counsel and of financial
advisors as shall have been selected by such Person to assist them in connection
with such Lease Event of Default.

           12.2. Amendments, Consents and Waivers.

           (a) Except as otherwise expressly provided and subject to the rights
assigned by Lessor to Collateral Agent hereunder, neither this Agreement nor any
other Operative Document (other than the Limited Partnership Agreement) nor any
terms hereof or thereof may be amended, supplemented, waived or modified without
the written agreement and consent of the parties thereto and Lessee, provided
that where the consent of Indenture Trustee, or Tranche B Lenders is required,
such consent (except as provided below) may be given by (x) Indenture Trustee
acting on behalf of Majority Tranche A Noteholders, or (y) Administrative Agent
acting on behalf of Majority Tranche B Lenders, as the case may be, and any such
consent shall be

                                      -70-
<PAGE>   72
binding in the case of clause (x) on Indenture Trustee and all Tranche A
Noteholders, and in the case of clause (y), on all Tranche B Lenders, provided
further, that no such amendment, modification, waiver or supplement shall, (i)
without the consent of a Tranche A Noteholder (A) extend the final scheduled
maturity of such Tranche A Note, or reduce the rate or extend the time of
payment of interest thereon (except (x) in connection with the waiver of
applicability of any post-default increase in interest rates and (y) that any
amendment or modification that is agreed to by Indenture Trustee acting on
behalf of Majority Tranche A Noteholders directly affected thereby to the
financial definitions in the Operative Documents shall not constitute a
reduction in the rate of interest or fees for purposes of this clause (A)
notwithstanding the fact that such amendment or modification would otherwise
actually result in such a reduction, so long as the primary purpose (as
determined in good faith by Lessee and Administrative Agent) of the respective
amendment or modification was not to decrease the pricing pursuant to this
Agreement and the other Operative Documents), or reduce the principal amount
thereof (except to the extent repaid in cash), (B) release all or substantially
all of Collateral Agent's interest in the Lessor Collateral (except as expressly
provided herein), (C) reduce the percentage specified in the definition of
Majority Tranche A Noteholders or (D) amend this Section 12.2 (other than
clauses (ii) through (vi) of this Section 12.2(a)), (ii) without the consent of
a Tranche B Lender (A) or extend the time of payment of interest thereon (except
(x) in connection with the waiver of applicability of any post-default increase
in interest rates and (y) that any amendment or modification that is agreed to
by Administrative Agent acting on behalf of Majority Tranche B Lenders directly
affected thereby to the financial definitions in the Operative Documents shall
not constitute a reduction in the rate of interest or fees for purposes of this
clause (A), notwithstanding the fact that such amendment or modification would
otherwise actually result in such a reduction, so long as the primary purpose
(as determined in good faith by Lessee and Administrative Agent) of the
respective amendment or modification was not to decrease the pricing pursuant to
this Agreement and the other Operative Documents), or reduce the principal
amount thereof (except to the extent repaid in cash), (B) release all or
substantially all of Collateral Agent's interest in the Lessor Collateral
(except as expressly provided herein), (C) reduce the percentage specified in
the definition of Majority Tranche B Lenders or (D) amend this Section 12.2
(other than clauses (i) through (vi) of this Section 12.2(a)), (iii) without the
consent of Indenture Trustee, amend, modify or waive any provision relating to
the rights of Indenture Trustee, (iv) without the consent of Administrative
Agent, amend, modify or waive any provision relating to the rights or
obligations of Administrative Agent, (v) without the consent of Collateral
Agent, amend, modify or waive any provision relating to the rights or
obligations of Collateral Agent or (vi) without the consent of Lessor General
Partner, amend, modify or waive any provision relating to the rights or
obligations of Lessor General Partner or Lessor.

           (b) Notwithstanding anything to the contrary in Section 12(a) above,
(i) subject to clause (i) of Section 12.2(a), Lessee, Lessor and Indenture
Trustee acting on behalf of Majority Tranche A Noteholders may amend,
supplement, modify or waive any of the Lessee covenants set forth in Section 9.2
hereof and with the written consent of Lessor amend, supplement, modify or waive
any of the terms of the Indenture or Tranche A Notes in accordance with the
terms thereof and (ii) subject to clause (ii) of Section 12.2(a), Lessee, Lessor
and Administrative Agent acting on behalf of Majority Tranche B Lenders may
amend, supplement, modify or waive any of the Lessee covenants set forth in
Section 9.3 hereof, any of

                                      -71-
<PAGE>   73
the terms of the Tranche B Loan Agreement and Tranche B Notes, any of the terms
of Sections 6, 10(b), 11 (except where any such amendment, supplement, waiver or
modification of maintenance obligations would impair the value of any Item of
Equipment in any material respect), 17, 28.3, 29.3 and 29.4 of the Lease
Agreement. Administrative Agent agrees to deliver to Indenture Trustee notice of
any amendment of Section 11 of the Lease Agreement made in accordance with this
Section 12.2.(b).

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

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

           (a) THIS AGREEMENT AND THE OTHER OPERATIVE DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER OPERATIVE
DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, EACH OF GUARANTOR AND LESSEE HEREBY IRREVOCABLY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
JURISDICTION OF THE AFORESAID COURTS. EACH OF GUARANTOR AND LESSEE HEREBY
IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS CT CORPORATION SYSTEM, WITH
OFFICES ON THE DATE HEREOF AT 111 EIGHTH AVENUE, NEW YORK, NEW YORK 100011 AS
ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON
ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL
PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION
OR PROCEEDING. IF FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND AGENT SHALL CEASE
TO BE AVAILABLE TO ACT AS SUCH, EACH OF GUARANTOR AND LESSEE AGREES TO DESIGNATE
A NEW DESIGNEE, APPOINTEE AND AGENT IN NEW YORK CITY ON THE TERMS AND FOR THE
PURPOSES OF THIS PROVISION SATISFACTORY TO THE AGENT UNDER THIS AGREEMENT. EACH
OF THE PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT
OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO
SUCH

                                      -72-
<PAGE>   74
PARTY HEREUNDER AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH
SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN
SHALL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT, TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST ANY OTHER PARTY IN ANY OTHER JURISDICTION.

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

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

           12.4. Notices. All notifications, notices, demands, requests and
other communications herein provided for or made pursuant hereto shall be in
writing (including telegraphic, telex, telecopier or cable communication) and
mailed, telegraphed, telexed, telecopied, cabled or delivered via courier to the
addresses listed below. All such notices and communications shall, when mailed,
telegraphed, telexed, telecopied, or cabled or sent by overnight courier, be
effective when deposited in the mails, delivered to the telegraph company, cable
company or overnight courier, as the case may be, or sent by telex or
telecopier, except that notices and communications to Administrative Agent,
Lessor and Lessee shall not be effective until received by Administrative Agent,
Lessor or Lessee, as the case may be. A copy of all notices Lessee is required
to deliver under the Operative Documents shall be delivered to Indenture
Trustee, Administrative Agent and Collateral Agent. The initial address of the
parties hereto are as follows:

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

                     with a copy to

                                      -73-
<PAGE>   75
                          Mark L. Carlton
                          Senior Vice President & General Counsel
                          Universal Compression, Inc.
                          4440 Brittmoore Road
                          Houston, Texas  77041
                          Telephone:(713) 335-7000
                          Telefax:  (713) 466-6720


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


                     with a copy to

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


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


                     with a copy to

                          Universal Compression, Inc.
                          4440 Brittmoore Road
                          Houston, Texas  77041
                          Attention:  Richard W. FitzGerald
                          Senior Vice President & Chief Financial Officer

                                      -74-
<PAGE>   76
                           Telephone: (713) 335-7000
                           Telefax:   (713) 466-6720


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


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



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


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


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

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


                                      -75-
<PAGE>   77

Collateral Agent:         Bankers Trust Company
                          130 Liberty Street, M.S. 2344
                          New York, New York  10006
                          Telephone:(212) 250-7684
                          Telefax:  (212) 250-8693

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

           12.6. Descriptive Headings, etc. The descriptive headings used in
this Agreement are for convenience only and shall not be deemed to affect the
meaning or construction of any provision hereof. 12.7.Benefit of Agreement;
Assignment. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns and in
particular any holder from time to time of any Tranche A Note or Tranche B Note.
Subject to the following proviso, neither Lessor, Lessee, Indenture Trustee, nor
any Tranche B Lender without the prior written consent of each other party
hereto, may assign any or all of its rights or obligations hereunder or under
any other Operative Document to which it is a party; provided, however,

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

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

                (iii) Any Tranche B Lender may transfer, assign or grant
      participations in its rights in the Operative Documents; provided,
      however, such Tranche B Lender shall

                                      -76-
<PAGE>   78
      remain a "Tranche B Lender" for all purposes hereunder and the transferee,
      assignee or participant, as the case may be, shall not constitute a
      "Tranche B Lender" hereunder and, provided further, that no Tranche B
      Lender shall transfer or grant any participation under which the
      participant shall have rights to approve any amendment to or waiver of
      this Agreement or any other Operative Document except to the extent such
      amendment or waiver would (A) extend the final scheduled maturity of any
      Tranche B Loan which such participant is participating, or reduce the rate
      or extend the time of payment of interest or fees thereon (except in
      connection with a waiver of applicability of any post-default increase in
      interest rates) or reduce the principal amount thereof, or increase the
      amount of the participant's participation over the amount thereof then in
      effect (it being understood that a waiver of any Loan Default or Loan
      Event of Default shall not constitute a change in the terms of such
      participation, and that an increase in any Tranche B Loan shall be
      permitted without the consent of any participant if the participant's
      participation is not increased as a result thereof), (B) consent to the
      assignment or transfer by Lessor or Lessee of any of its rights and
      obligations under the Operative Documents or (C) release all or
      substantially all of the Collateral under all of the Security Documents
      (except as expressly provided in the Operative Documents) securing the
      Tranche B Loans in which such participant is participating. In the case of
      any such participation, the participant shall not have any rights under
      any Operative Documents (the participant's rights against such Tranche B
      Lender in respect of such participation to be those set forth in the
      agreement executed by such Tranche B Lender in favor of the participant
      relating thereto) and all amounts payable by Lessor and Lessee under the
      Operative Documents shall be determined as if such Tranche B Lender had
      not sold such participation;

                (iv) Notwithstanding the foregoing, any Tranche B Lender (or any
      Tranche B Lender together with one or more other Tranche B Lenders) may
      (A) assign all or a portion of its rights and obligations under the
      Operative Documents to (x) its parent company and/or any affiliate of such
      Tranche B Lender which is at least 50% owned by such Tranche B Lender or
      its parent company or to one or more Tranche B Lenders or (y) in the case
      of any Tranche B Lender that is a fund that invests in loans, any other
      fund that invests in loans and is managed or advised by the same
      investment advisor of such Tranche B Lender or by an Affiliate of such
      investment advisor or (B) assign all, or if less than all, a portion of
      outstanding principal balance equal to at least $5,000,000 in the
      aggregate for the assigning Tranche B Lender or assigning Tranche B
      Lenders of such Tranche B Loan and related outstanding obligations
      hereunder or under the Tranche B Loan Agreement to one or more Eligible
      Transferees (treating any fund that invests in loans and any other fund
      that invests in loans and is managed or advised by the same investment
      advisor of such fund or by an Affiliate of such investment advisor as a
      single Eligible Transferee), each of which assignees shall become a party
      to this Agreement and the Tranche B Loan Agreement as a Tranche B Lender
      by execution of an Assignment and Assumption Agreement, provided that (w)
      new Tranche B Notes will be issued, at Lessee's expense, to such new
      Tranche B Lender and to the assigning Tranche B Lender upon the request of
      such Person, such new Tranche B Notes to be in conformity with the
      requirements of Section 2.3 of the Tranche B Loan Agreement, (x) the
      consent of Administrative Agent, Lessee and Lessor shall be required in
      connection with any assignment to

                                      -77-
<PAGE>   79
      an Eligible Transferee pursuant to clause (B) above (which consents shall
      not be unreasonably withheld), provided that the consent of Lessor shall
      not be required at any time that a Loan Event of Default has occurred and
      is continuing and the consent of Lessee shall not be required at any time
      that a Lease Event of Default has occurred and is continuing, (y)
      Administrative Agent shall receive for its own account at the time of each
      such assignment, from the assigning or assignee Tranche B Lender, the
      payment of a non-refundable assignment fee of $3,500 and (z) promptly
      after such assignment, Lessor and Lessee shall have received from
      Administrative Agent notice of any such assignment, together with the copy
      of the Assignment and Assumption Agreement relating thereto. To the extent
      of any assignment pursuant to this Section 12.7, the assigning Tranche B
      Lender shall be relieved of its obligations hereunder. At the time of each
      assignment pursuant to this Section 12.7 to a Person which is not already
      a Tranche B Lender hereunder and which is not a U.S. Person (as such term
      is defined in Section 7701(a)(30) of the Code) for federal income tax
      purposes, the respective assignee Tranche B Lender shall, to the extent
      legally entitled to do so, provide to Lessor and Lessee, the forms
      described in such Section 9.4 of the Participation Agreement. To the
      extent that an assignment of all or any portion of a Tranche B Lender's
      interests would, at the time of such assignment, result in additional
      increased costs under Section 2.7 of the Tranche B Loan Agreement from
      those that would have been incurred by the respective assigning Tranche B
      Lender prior to such assignment, then Lessee shall not be obligated to pay
      such incremental additional increased costs (although Lessee shall be
      obligated to pay any other increased costs of the type described above
      resulting from changes after the date of the respective assignment);

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

                (vi) Notwithstanding any other provision in the Operative
      Documents, any Tranche B Lender may at any time create a security interest
      in, or pledge, all or any portion of its rights under and interest in any
      of the Operative Documents in favor of any Federal Reserve Bank in
      accordance with Regulation A of the Federal Reserve Board or U.S. Treasury
      Regulation 31 CFR 203.14, and such Federal Reserve Bank may enforce such
      pledge or security interest in any manner permitted under Applicable Law;
      and

                (vii) Provided no Lease Event of Default has occurred and is
      continuing, on any Floating Payment Date after at least thirty (30) days,
      but no more than sixty (60) days advance written notice to each party
      hereto, Lessee may cause all, but not less than all Tranche B Lenders to
      sell with recourse, representation or warranties their rights and
      interests in the Tranche B Loans, to any financial institutions selected
      by Lessee for an amount equal to (A) the outstanding balance of such
      Person's Tranche B Loan plus (B) all interest accrued on such amount plus
      (C) any Breakage Costs suffered by such Person, plus (D) any other amount
      due such person under the Operative Documents (the "Tranche

                                      -78-
<PAGE>   80
      B Transfer Amount") provided such financial institution purchases from
      such Tranche B Lender (or any Affiliate thereof) any interest it or such
      Affiliate may have in Lessor for an amount equal to (A) the outstanding
      balance of such Person's Equity Contribution, plus (B) all Equity Yield
      accrued on such amount plus (C) any Breakage Costs suffered by such Person
      (the "Equity Transfer Amount"). Such sale or sales shall become effective
      upon delivery of an Assignment and Assumption Agreement and payment to
      each Tranche B Lender and, if applicable, Limited Partner in immediately
      available funds its respective Tranche B Transfer Amount or Equity
      Transfer Amount. Lessor agrees to amend the Tranche B Margin as such
      replacement Tranche B Lenders may agree.

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

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

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

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

           12.12. Limited Recourse Against Limited Partners and Lessor General
Partner. Without impairing any of the other rights, powers, privileges, liens or
security interests of Indenture Trustee, any Secured Party, Administrative Agent
or Collateral Agent pursuant to Operative Documents, except for such Limited
Partner's or Lessor General Partner's gross negligence, willful misconduct,
misrepresentations or fraud and as expressly provided in this Agreement or any
other Operative Document, and subject to the proviso below, Indenture Trustee
and each Secured Party agrees that as between it and each Limited Partner or
Lessor General Partner, no recourse shall be had with respect to this Agreement
or such other Operative Documents against Limited Partners or Lessor

                                      -79-
<PAGE>   81
General Partner, or any officer, director, employee, agent or Affiliate thereof
for amounts owed by Lessor under the Operative Documents; and no Limited Partner
or Lessor General Partner, or any officer, director, employee, agent or
Affiliate thereof shall have any personal liability for any amounts owed by
Lessor under the Operative Documents, notwithstanding any other provision of
this Agreement or the other Operative Documents. The Indenture Trustee Tranche B
Lenders, Administrative Agent and Collateral Agent each agree that the personal
liability of Lessor shall be strictly and absolutely limited to the Lessor
Collateral and no recourse for the payment of any amount due under this
Agreement or any other agreement contemplated hereby, or for any claim based
thereon or otherwise in respect thereof, shall be had against any other assets
of Lessor, of Lessor General Partner or any Limited Partner or any incorporator,
shareholder, partner, officer, director or Affiliate (past, present or future)
or of any successor corporation to Lessor General Partner or any Affiliate of
either, it being understood that the Borrower is a limited partnership formed
for the purpose of the transactions involved in and relating to this Agreement
on the express understanding aforesaid; provided, however, that nothing
contained in this Section 12.12 or elsewhere shall be construed to (i) prevent
recourse to and the enforcement against the Lessor Collateral of all
liabilities, obligations and undertakings contained in the Operative Documents,
(ii) limit, restrict, or impair the right of Indenture Trustee or any Secured
Party to accelerate the maturity of any Trance A Note or Tranche B Loan upon the
occurrence of a Loan Event of Default, (iii) prevent the bringing of an action
or obtaining a judgment against any Limited Partner or Lessor General Partner
for fraud, any breach of any of its representations, warranties or covenants
under any of the Operative Documents, or any negligent mishandling of funds or
any failure to apply any amounts received from any party hereto in accordance
with the terms of the Operative Documents, (iv) prevent the bringing of an
action or obtaining a judgment over Lessor to obtain jurisdiction over the
Lessor Collateral, Lessee or Guarantor; provided that no judgment or any such
action shall seek a deficiency judgment against Lessor or hold Lessor General
Partner, any Limited Partner or any incorporator, shareholder, partner, officer,
director of Lessor General Partner or any Limited Partner personally liable
therefor, or (v) prevent the bringing of an action or obtaining of a judgment to
foreclose the lien of this Agreement or Security Documents or otherwise realize
upon the Lessor Collateral or the sums due or to become due under the Lease
Agreement or the other Operative Documents to which any such Person is a party.

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

                                      * * *

                                      -80-
<PAGE>   82
           IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective duly authorized
officers as of the date first above written.

                               UNIVERSAL COMPRESSION, INC.,
                                 as Lessee

                               By________________________________
                                 Name:  Richard W. FitzGerald
                                 Title: Senior Vice President and
                                        Chief Financial Officer


                               UNIVERSAL COMPRESSION HOLDINGS, INC.,
                                 as Guarantor

                               By__________________________________
                                 Name:  Richard W. FitzGerald
                                 Title: Senior Vice President and
                                        Chief Financial Officer


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

                               By BRL Universal Equipment Management, Inc.
                               Its General Partner


                               By_________________________
                                 Name:  Gregory C. Greene
                                 Title: President


                               BRL UNIVERSAL EQUIPMENT MANAGEMENT, INC.
                                 as Lessor General Partner


                               By_________________________
                                 Name:  Gregory C. Greene
                                 Title: President



                                -Signature Page-
                            [Participation Agreement]

<PAGE>   83

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


                               By_________________________
                                  Name
                                  Title


                               BANKERS TRUST COMPANY,
                                 as Tranche B Lender


                               By_________________________
                                  Name
                                  Title


                               FIRST UNION NATIONAL BANK,
                                 as Tranche B Lender


                               By_________________________
                                  Name
                                  Title


                               BANK ONE, N.A.,
                                 as Tranche B Lender


                               By_________________________
                                  Name
                                  Title


                               THE BANK OF NOVA SCOTIA,
                                 as Tranche B Lender


                               By_________________________
                                  Name
                                  Title


                                -Signature Page-
                            [Participation Agreement]

<PAGE>   84


                               BANKERS TRUST COMPANY,
                                 as Administrative Agent


                               By_________________________
                                  Name
                                  Title


                               BANKERS TRUST COMPANY,
                                 as Collateral Agent


                               By_________________________
                                  Name
                                  Title



                               -Signature Page-
                            [Participation Agreement]
<PAGE>   85

                                                                     EXHIBIT A-1

                                    [FORM OF]
                                  BILL OF SALE


BRL Universal Equipment 2001 A, L.P.


Ladies and Gentlemen:


      We refer to the Participation Agreement, dated as of February 9, 2001
(together with all schedules and exhibits thereto, the "Agreement") relating to
the transfer by us to you of all rights, title and interest in certain
Equipment. Terms used and not otherwise defined herein shall have the respective
meaning given thereto in Appendix A to the Agreement.

      We hereby grant, bargain, sell, convey, transfer and set over unto you,
your successors and assigns, all of our right and interest in and to the Items
of Equipment, as more specifically described in Schedule 1 hereto (herein
collectively called the "Items of Equipment").

      We hereby warrant and represent to you and your successors and assigns
that we have good and marketable legal and beneficial title to, and good and
lawful right to sell, the Items of Equipment, that the Items of Equipment are
free and clear of any and all claims, liens, security interests and other
encumbrances of any kind or nature whatsoever other than Permitted Liens and
that upon the delivery of this Bill of Sale to you, you will have received all
rights, title and interests in the Items of Equipment free and clear of any and
all claims, liens, security interests and other encumbrances of any kind or
nature whatsoever other than Permitted Liens and Lessor Liens. We covenant that
we will defend your interest in the Items of Equipment against the claims and
demands of all persons and will indemnify and hold harmless you and your
successors and assigns from and against any and all losses, damages and
expenses, including reasonable attorneys' fees, incurred by such, resulting from
or relating to the breach by us of any representations or warranties contained
herein.

      Possession of the Items of Equipment is being retained by us by virtue of
a sale to you and a leaseback of an interest in the Items of Equipment from you.
This Bill of Sale is made and given in good faith and not for the purpose of
defrauding creditors or purchasers.


      The undersigned hereby transfers, grants, sells, and assigns to Lessor,
its successors and assigns, all of its rights and interest in and on to the
various agreements, contracts, warranties, purchase orders and requisitions
relating to the purchase, procurement, design and assembly of each Item of
Equipment. Notwithstanding the foregoing assignment, Lessor shall not be deemed
to have assumed any liability to any equipment vendor by virtue of the foregoing
transfer (or anything contained in the Participation Agreement or the other
Operative Documents), Lessor's only obligation with respect to any Item of
Equipment hereunder being to lease such Item to Lessee in accordance with the
terms of the Operative Documents.
<PAGE>   86
                                                                     Exhibit A-1
                                                                          Page 2

      IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be duly
executed in its name by its duly authorized officer this ____th day of ___,
200[_].


                                  UNIVERSAL COMPRESSION, INC.


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




<PAGE>   87
                                                                     EXHIBIT A-2


                                    [FORM OF]
                         BILL OF SALE AND TITLE WARRANTY


BRL Universal Equipment 2001 A, L.P.


Ladies and Gentlemen:


                                  BILL OF SALE


      [Seller] ("Seller") hereby grants, bargains, sells, conveys, transfers and
sets over unto BRL UNIVERSAL EQUIPMENT 2001 A, L.P. ("Buyer"), its successors
and assigns, all of Seller's right and interest in and to the Items of
Equipment, as more specifically described in Schedule 1 hereto (herein
collectively called the "Items of Equipment") AS-IS AND WHERE-IS WITH ALL FAULTS
IF ANY AND IN WHATEVER CONDITION THEY MAY BE IN AND EXPRESSLY DISCLAIMS AND
MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESSED OR IMPLIED, INCLUDING
WITHOUT LIMITATION, AS TO THE DESIGN, CONDITION, QUALITY, CAPACITY,
MERCHANTABILITY, DURABILITY, TITLE, ABSENCE OF LIENS, SUITABILITY OR ITS FITNESS
FOR ANY PARTICULAR PURPOSE, OR QUALIFICATION FOR ANY PARTICULAR TRADE OR ANY
OTHER MATTER CONCERNING, THE ITEMS OF EQUIPMENT.

      Seller hereby transfers, grants, sells, and assigns to Buyer, its
successors and assigns, all of Seller's rights and interest in and on to the
various agreements, contracts, warranties, purchase orders and requisitions
relating to the purchase, procurement, design and assembly of each Item of
Equipment.


      IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be duly
executed in its name by its duly authorized officer this ____th day of
[---------].


                                    [SELLER]


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




<PAGE>   88
                                                                     Exhibit A-2
                                                                          Page 2

                    TITLE WARRANTY AND TRANSFER OF INTEREST


      UNIVERSAL COMPRESSION, INC. ("Universal") refers to the Participation
Agreement, dated as of February 9, 2001 (together with all schedules and
exhibits thereto, the "Agreement") relating to the transfer by us to you of all
rights, title and interest in certain Equipment. Terms used and not otherwise
defined herein shall have the respective meaning given thereto in Appendix A to
the Agreement.


      Universal hereby warrants and represents to Seller's and Buyer's
successors and assigns that Seller has good and marketable legal and beneficial
title to, and good and lawful right to sell, the Items of Equipment, that the
Items of Equipment are free and clear of any and all claims, liens, security
interests and other encumbrances of any kind or nature whatsoever other than
Permitted Liens and that upon the delivery of this Bill of Sale to Buyer, Buyer
will have received all rights, title and interests in the Items of Equipment
free and clear of any and all claims, liens, security interests and other
encumbrances of any kind or nature whatsoever other than Permitted Liens and
Lessor Liens. Universal covenants that it will defend Buyer's interest in the
Items of Equipment against the claims and demands of all persons and will
indemnify and hold harmless Buyer and Buyer's successors and assigns from and
against any and all losses, damages and expenses, including reasonable
attorneys' fees, incurred by such, resulting from or relating to the breach by
Universal or Seller of any representations or warranties contained herein.

      Universal hereby transfers, grants, sells, and assigns to Buyer, its
successors and assigns, all of its rights and interest in and on to the various
agreements, contracts, warranties, purchase orders and requisitions relating to
the purchase, procurement, design and assembly of each Item of Equipment.
Notwithstanding the foregoing assignment, Buyer shall not be deemed to have
assumed any liability to any equipment vendor by virtue of the foregoing
transfer (or anything contained in the Participation Agreement or the other
Operative Documents), Buyer's only obligation with respect to any Item of
Equipment hereunder being to lease such Item to Universal in accordance with the
terms of the Operative Documents.


      IN WITNESS WHEREOF, Universal has caused this Title Warranty and Transfer
of Interests to be duly executed in its name by its duly authorized officer this
__th day of February, 2001.


                                  UNIVERSAL COMPRESSION, INC.


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


<PAGE>   89
                                                                       EXHIBIT B


                                    [FORM OF]
                               LESSEE CERTIFICATE


           This Certificate is executed pursuant to, and incorporates by
reference all of the terms, conditions and provisions of, the Participation
Agreement ("Participation Agreement"), dated as of February 9, 2001, among
Universal Compression, Inc. ("Lessee"), Universal Compression Holdings, Inc.,
BRL Universal Equipment 2001 A, L.P., The Bank of New York not in its individual
capacity but as indenture trustee for Tranche A Noteholders, BRL Universal
Equipment Management, Inc., Tranche B Lenders from time to time party thereto,
Bankers Trust Company, as Administrative Agent, and Bankers Trust Company, as
Collateral Agent. Capitalized terms not otherwise defined herein have the
meanings given in Appendix A to the Participation Agreement.

1.    Lessee hereby certifies that each Item of Equipment described in Schedule
      1 to the form of Lease Supplement, such schedule delivered herewith and
      attached hereto, has been selected by, delivered to, inspected by and
      accepted for lease by Lessee, is free and clear of all Liens other than
      Permitted Liens and Lessor Liens (if any), and represents and warrants the
      information contained on Schedule 1 to such Lease Supplement is true and
      correct.


2.    Lessee hereby represents and warrants that each of the representations and
      warranties of Lessee and Guarantor in the Operative Documents is true and
      correct as of the date hereof.


Dated:
                                  UNIVERSAL COMPRESSION, INC.


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



<PAGE>   90
                                                                       EXHIBIT C


                          [FORM OF] FUNDING NOTICE AND
                      INSTRUCTIONS RE FUNDS ON CLOSING DATE


      Reference is made to the Participation Agreement ("Participation
Agreement") dated as of February 9, 2001 among Universal Compression, Inc.,
Universal Compression Holding, Inc., BRL Universal Equipment 2001 A, L.P., The
Bank of New York, not in its individual capacity but as Indenture Trustee for
Tranche A Noteholders, Tranche B Lenders, BRL Universal Equipment Management,
Inc., Bankers Trust Company, as Administrative Agent and Bankers Trust Company,
as Collateral Agent ("Collateral Agent"). Capitalized terms used and not
otherwise defined herein shall have the meanings assigned to them in Appendix A
to the Participation Agreement.

      1.   Universal Compression Inc. (the "Lessee") hereby gives
irrevocable notice to each other party hereto that:

      (a)  on [___________], a [LIBOR Banking Day], (the "Proposed Closing
           Date") we propose to cause Sellers to sell to and we shall lease from
           Lessor the certain natural gas compressors ("Equipment") in
           accordance with the terms of the Participation Agreement and Lease
           Agreement;

      (b)  the aggregate Acquisition Costs for such Equipment is
           $[__________];

      (c)  Lessee requests (i) each Limited Partner to deposit its pro rata
           share of $[___________] (the "Equity Amount") into the Collateral
           Agent Account before 12:00 noon (New York City time) on the Proposed
           Closing Date, (ii) Lessor to issue and each Tranche A Noteholder
           purchase its pro rata share of Tranche A Notes in the aggregate
           amount of $[_____] (the "Tranche A Notes Amount") and deposit, or
           cause to be deposited, such amount into Collateral Agent Account
           before 12:00 noon (New York City time) on the Proposed Closing Date
           and (iii) each Tranche B Lender to loan its pro rata share of
           $[_____] (the "Tranche B Loan Amount") and to deposit, or cause to be
           deposited, such amount into Collateral Agent Account before 12:00
           noon (New York City time) on the Proposed Closing Date (the amount to
           be funded by each Tranche A Noteholder, Tranche B Lender and Limited
           Partner is set forth on Schedule 1 hereto); and

      (d)  upon deposit into Collateral Agent Account of the entire Equity
           Amount, Tranche A Notes Amount and Tranche B Loan Amount (the
           "Acquisition Amount") and satisfaction or waiver of the conditions
           precedent set forth in Section 3 of the Participation Agreement [and
           Section [__] of the Note Purchase Agreement, such proceeds should be
           wire transferred as follows:

           $ [____________] to [Seller #1 Account]

           $ [____________] to [Seller #2 Account]

           $ [____________] to [Seller #3 Account] and
<PAGE>   91
                                                                       Exhibit C
                                                                          Page 2

           $ [____________] to Lessee at [_______].

      2.   Lessee hereby represents and warrants as of the date
hereof for the benefit of each party to the Participation
Agreement that:

      (a)  this Funding Notice complies with all the limitations
           and conditions set forth in Section 3.1 of the
           Participation Agreement;

      (b)  No Lease Default or Lease Event of Default has
           occurred; and

      (c)  the representations and warranties of Lessee and Guarantor set forth
           in Sections 2.1 and 2.2 of the Participation Agreement are true and
           correct in all material respects as of the date hereof and shall
           continue to be true and correct on the Proposed Closing Date,
           requested hereby, except to the extent that such representations and
           warranties relate solely to an earlier date, in which case such
           representations and warranties were true and correct as of such date;

      3. In the event that the closing of the transaction and the transfer of
the Acquisition Amount does not occur by [2:00] p.m. (New York City time) on the
Proposed Closing Date, Lessee agrees for the benefit of each Person a party to
the Participation Agreement that has complied with its obligations hereunder in
respect of such closing that it shall indemnify such Person and hold such Person
harmless from any loss (but not lost profits), cost (including cost of funds) or
expense which such Person sustains or incurs as a result of such Person having
made arrangements in the high yield capital market, the London Interbank market
or otherwise to purchase the Tranche A Notes or to fund a Tranche B Loan or an
Equity Contribution, including any Breakage Costs, net of any amounts earned by
such Person or investments made in accordance with Closing Escrow Agreement.

      4. Lessee hereby gives notice of its election to have the Alternate Rate
plus the Tranche B Margin and the Alternate Rate plus the Equity Margin apply to
the Floating Payments for the period commencing on the Closing Date and ending
on [__________] [__], 2001.

                                  UNIVERSAL COMPRESSION, INC.,
                                    as Lessee



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



<PAGE>   92
                                                                      SCHEDULE 1
                              AMOUNTS TO BE FUNDED



TRANCHE A NOTEHOLDERS

TRANCHE B LENDERS

LIMITED PARTNERS



<PAGE>   93
                                                                       EXHIBIT D


                         FORM OF COMPLIANCE CERTIFICATE


     The undersigned hereby certifies that he is the ________________ of
UNIVERSAL COMPRESSION, INC. , a Texas corporation ("Lessee") and that as such he
is authorized to execute this certificate on behalf of the Lessee. With
reference to the Participation Agreement ("Participation Agreement"), dated as
of February 9, 2001, among Lessee, Universal Compression Holdings, Inc., BRL
Universal Equipment 2001 A, L.P., The Bank of New York not in its individual
capacity but as indenture trustee for Tranche A Noteholders, BRL Universal
Equipment Management, Inc., Tranche B Lenders from time to time party thereto,
Bankers Trust Company, as Administrative Agent ("Administrative Agent"), and
Bankers Trust Company, as Collateral Agent, the undersigned represents and
warrants as follows (each capitalized term used herein having the same meaning
given to it in Appendix A to the Participation Agreement unless otherwise
specified):

           (a) The representations and warranties of Lessee contained in Section
     2.1 of the Participation Agreement and in the [Operative Documents] and
     otherwise made in writing by or on behalf of Lessee pursuant to the
     Participation Agreement and the [Operative Documents] were true and correct
     when made, and are repeated at and as of the time of delivery hereof and
     are true and correct at and as of the time of delivery hereof, except as
     such representations and warranties are modified to give effect to the
     transactions expressly permitted by the Participation Agreement.

           (b) Lessee has performed and complied with all agreements and
     conditions contained in the Participation Agreement and in the [Operative
     Documents] required to be performed or complied with by it prior to or at
     the time of delivery hereof.

           (c) Neither Lessee nor any Subsidiary has incurred any material
     liabilities, direct or contingent, since March 31, 2000, except those set
     forth in Schedule 12 to the Participation Agreement and except those
     allowed by the terms of the Participation Agreement or consented to by the
     [Lenders] in writing.

           (d) Since March 31, 2000, no change has occurred, either in any case
     or in the aggregate, in the condition, financial or otherwise, of Lessee or
     any Subsidiary which would have a Material Adverse Effect.

           (e) There exists, and, after giving effect to the loan or loans with
     respect to which this certificate is being delivered, will exist, no
     [Default] under the Participation Agreement or any event or circumstance
     which constitutes, or with notice or lapse of time (or both) would
     constitute, an event of default under any loan or credit agreement,
     indenture, deed of trust, security agreement or other agreement or
     instrument evidencing or pertaining to any Debt of Lessee or any
     Subsidiary, or


<PAGE>   94
                                                                       Exhibit D
                                                                          Page 2

     under any material agreement or instrument to which Lessee or any
     Subsidiary is a party or by which Lessee or any Subsidiary is bound.

           (f) The financial statements furnished to Administrative Agent with
     this certificate fairly present the consolidated financial condition and
     results of operations of Lessee and its Consolidated Subsidiaries as at the
     end of, and for, the [fiscal quarter] [fiscal year] ending
     _________________________ and such financial statements have been approved
     in accordance with the accounting procedures specified in the Participation
     Agreement.

           (g) Attached hereto are the detailed computations necessary to
     determine whether Lessee and its Consolidated Subsidiaries are in
     compliance with Section 9.3(o) of the Participation Agreement as of the end
     of the [fiscal quarter] [fiscal year] ending___________________________.


     EXECUTED AND DELIVERED this ____ day of ______________.

                                 UNIVERSAL COMPRESSION, INC.


                                 By:
                                 Name:
                                 Title:






<PAGE>   95
                                TABLE OF CONTENTS

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

1.    Definitions and Usage.......................................2


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

      2.1. Lessee Representations and Warranties..................2
      2.2. Guarantor Representations and Warranties..............10
      2.3. Lessor Representations and Warranties For Benefit
           of All Parties........................................11
      2.4. Lessor Representations and Warranties For Benefit
           of Indenture Trustee, Tranche B Lenders,
           Administrative Agent and Collateral Agent.............13
      2.5. Representations and Warranties of Lessor General
           Partner...............................................13
      2.6. Tranche B Lenders Representations and Warranties......15
      2.7. Private Offering Representations; etc.................15
      2.8. Warranty Disclaimers..................................15

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

      3.2. Tranche B Lender Conditions...........................18

4.    Commitments and Fundings...................................20

      4.1. Tranche B Commitments.................................20
      4.2. Lessor Commitment to Purchase.........................20
      4.3. Lease Supplements.....................................21
      4.4. Rights in Equipment...................................21

5.    Selection of Floating Lease Payment Period.................21


6.    Default Purchase Options and Cure Rights...................22

      6.1. Right to Cure Certain Lease Events of Default.........22
      6.2. Lessee Cure Right.....................................22

7.    Security...................................................23

      7.1. Security Interest.....................................23
      7.2. Further Assurances....................................25
      7.3. Termination...........................................25
      7.4. Other Security........................................25
      7.5. Power of Attorney.....................................25
      7.6. Assignment of Rights..................................26
      7.7. Transfer of the Collateral by Collateral Agent........26
      7.8. No Segregation of Monies; No Interest.................27
</TABLE>



                                       (i)
<PAGE>   96
<TABLE>
<CAPTION>
                                                                Page
                                                                ----
<S>                                                             <C>
      7.9. Distribution of Moneys................................27
           (a)  Scheduled and End of Term Purchase Option
                Payments.........................................27
           (b)  Prepayments......................................27
           (c)  Payments after an End of Term Sale or
                Redelivery of Equipment..........................28
      7.10. Payments after a Loan Event of Default...............28
      7.11. Application of Certain Other Payments................29
      7.12. Other Payments.......................................29
      7.13. Retention of Amounts by Collateral Agent.............29
           7.14.   Exercise of Remedies..........................29
           7.14.1. Rights in Collateral..........................29
           7.14.2. Delivery of Documents; Taking Possession of
                    Collateral...................................30
           7.14.4. Possession of Collateral......................30
           7.14.5. Sale of Collateral............................31
           7.14.6. Discharge.....................................31
           7.14.7. Appointment of Receiver.......................31
           7.14.8. Redemption....................................31
           7.14.9. Rights Cumulative; No Waiver..................32
           7.14.10. Termination of Proceedings...................32
      7.15. No Commingling of Funds..............................32
      7.16. Lessor Collateral....................................32
      7.17. Conflicts............................................33

8.    Guaranty...................................................33


9.    Covenants..................................................35

      9.1. Lessor and Lessor General Partner Covenants...........35
      9.2. Lessee Covenants for the Benefit of Indenture
           Trustee and Tranche A Noteholders.....................36
      9.3. Lessee Covenants for the Benefit of Lessor and
           Tranche B Lenders.....................................45
      9.4. Covenant of Tranche B Lenders, Lessor,
           Administrative Agent and Collateral Agent and
           Limited Partners......................................55

10.   Indemnities................................................56

      10.1. Lessee General Indemnification.......................56
      10.2. Exceptions to Lessee's General Indemnification.......58
      10.3. Tax Indemnity........................................58
           10.3.1. General Indemnity.............................58
           10.3.2. Exceptions to Tax Indemnity...................59
           10.3.3. Payment of Taxes..............................60
           10.3.4. Tax Filings...................................61
           10.3.5. Withholdings..................................61
           10.3.6. Tax Contests..................................62
           10.3.7. Special Tax Indemnity.........................64
      10.4. Increased Costs, Illegality, etc.....................64
</TABLE>


                                      (iii)
<PAGE>   97
<TABLE>
<CAPTION>
                                                                Page
                                                                ----
<S>                                                             <C>
      10.5. Lessee Indemnity.....................................64
      10.6. Survival.............................................64

11.   Administrative Agent and Collateral Agent..................65

      11.1. Authorization and Action of Administrative Agent.....65
      11.2. Delegation of Duties.................................67
      11.3. Agent's Reliance, etc................................67
      11.4. Administrative Agent, Collateral Agent and
            Affiliates...........................................67
      11.5. Credit Decisions.....................................68
      11.6. Indemnification......................................68
      11.7. Successor Administrative Agent and Collateral
            Agent; Termination of Agency.........................68
      11.8. Registration.........................................69

12.   Miscellaneous..............................................69

      12.1. Expenses.............................................69
      12.2. Amendments, Consents and Waivers.....................70
      12.3. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE;
            WAIVER OF JURY TRIAL.................................72
      12.4. Notices..............................................73
      12.5. Interests in the Equipment...........................75
      12.6. Descriptive Headings, etc............................76
      12.7. Benefit of Agreement; Assignment.....................76
      12.8. Execution and Effectiveness..........................78
      12.9. Survival.............................................78
      12.10. Severability........................................79
      12.11. No Broker...........................................79
      12.12. Limited Recourse Against Limited Partners and
              Lessor General Partner.............................79
      12.13. Consent and Agreement of Lessee and Guarantor.......80
</TABLE>



(iii)
<PAGE>   98
APPENDICES, EXHIBITS AND SCHEDULES


APPENDIX A      Definitions



SCHEDULE 1      Maximum Acquisition Cost

SCHEDULE 2      Notice Addresses and Payment Instructions

SCHEDULE 3      Subsidiaries

SCHEDULE 4      Insurance

SCHEDULE 5      Liabilities

SCHEDULE 6      Taxes

SCHEDULE 7      Titles, Etc.

SCHEDULE 8      Environmental Matters

SCHEDULE 9      Hedging Agreements

SCHEDULE 10     Negative Pledges

SCHEDULE 11     Debt

SCHEDULE 12     Liens

SCHEDULE 13     Investments, Loans and Advances

SCHEDULE 14     Transactions with Affiliates


EXHIBIT A-1     [Form of] Bill of Sale

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

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

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

SCHEDULE 1      Amounts to be Funded

EXHIBIT D       [Form of] Compliance Certificate



                                      (iv)

<PAGE>   99
                                                                   APPENDIX A TO
                                                                   PARTICIPATION
                                                                   AGREEMENT



                           UNIVERSAL COMPRESSION, INC.
                          AS LESSEE OF $427,000,000 OF
                            GAS COMPRESSION EQUIPMENT

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

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

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

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

                  "Administrative Agent" means Bankers Trust Company.

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

                  "After-Tax Basis" means in respect of an amount (the "base
amount") with respect to a Person, (i) the base amount supplemented by (ii) an
additional payment, if necessary, to such Person such that, after reduction (but
not below zero) for the net amount of all Taxes (taking into account credits,
offsets, deductions or other benefits realized or to be realized by such Person
or its Affiliates in respect of such base amount and such Taxes, calculated
assuming

<PAGE>   100

that such credits reduce such taxes, and any deductions or other benefits reduce
income that would otherwise be subject to such tax, at the then-maximum marginal
rate generally applicable to such Person), if any, imposed on such Person
(calculated at the then maximum marginal rates generally applicable to such
Person) in respect of the sum of the base amount and such additional payment
shall be equal to the base amount.

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

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

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

                  "Applicable Law" means, with respect to any Person or Item of
Equipment, all existing and future laws, rules, guidelines, regulations
(including proposed, temporary and final income tax regulations), statutes,
treaties, codes, ordinances, permits, certificates, orders and licenses of and
interpretations by any Governmental Entity and judgments, decrees, injunctions,
writs, or orders of any court, arbitrator or other administrative, judicial, or
quasi-judicial tribunal or agency of competent jurisdiction applicable to such
Person of Item of Equipment.

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

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

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

                  "Arranger" means Deutsche Banc Alex. Brown Inc.



                                      -2-
<PAGE>   101

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

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

                  "Asset Sale" means any direct or indirect sale, issuance,
conveyance, transfer, lease (other than operating leases entered into with
customers in the ordinary course of business consistent with past practice or
sales of equipment pursuant to purchase options entered into with customers by
Lessee or a Restricted Subsidiary of Lessee in the ordinary course of business
consistent with past practice), assignment or other transfer for value by Lessee
or any of its Restricted Subsidiaries (excluding any Lien granted in accordance
with Section 9.2(f) of the Participation Agreement, but including any Sale and
Leaseback Transaction) to any Person other than Lessee or a Wholly Owned
Restricted Subsidiary of Lessee of (a) any Capital Stock of any Restricted
Subsidiary of Lessee; or (b) any other property or assets of Lessee or any
Restricted Subsidiary of Lessee other than in the ordinary course of business;
provided, however, that Asset Sales shall not include (i) a transaction or
series of related transactions for which Lessee or its Restricted Subsidiaries
receive aggregate consideration of less than $2,000,000 and (ii) the sale,
lease, conveyance, disposition or other transfer of all or substantially all of
the assets of Lessee as permitted under Section 9.2(g) of the Participation
Agreement, (iii) the transfer of assets to the lessor under a Securitized
Operating Lease Facility to cure a default related to an under-collateralization
event thereunder and (iv) any Restricted Payment (other than, for purpose of
calculating the Consolidated Fixed Change Coverage Ratio only, any non-cash
Restricted Payment) permitted under Section 9.2(b) of the Participation
Agreement.

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

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

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

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



                                      -3-
<PAGE>   102

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

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

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

                  "Breakage Costs" means any amount or amounts as shall
compensate a Tranche B Lender or Limited Partner for any reasonable loss
(excluding loss of profit), expense or liabilities incurred after using good
faith and reasonable efforts to minimize such loss, cost or expense by a Tranche
B Lender or Limited Partner as a result of a prepayment by Lessor of principal,
interest, Equity Yield or Equity Component pursuant to the terms of the
Operative Documents or as a result of a funding that does not occur on a date
specified therefor in the Funding Notice. The amount of the loss, expense or
liabilities shall be determined by the Person seeking such, and notice thereof
shall be provided to Lessee in the form of a certificate of such Person stating
that the calculations set forth therein are in accordance with the terms of the
Participation Agreement and setting forth in reasonable detail the basis for
such calculations, such certificate being conclusive and binding for all
purposes absent manifest error.

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

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

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

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

                  "Cash Equivalents" means (i) marketable direct obligations
issued by, or unconditionally guaranteed by, the United States Government or
issued by any agency thereof and backed by the full faith and credit of the
United States, in each case maturing within one year from the date of
acquisition thereof; (ii) marketable direct obligations issued by any state of
the United States of America or any political subdivision of any such state or
any public



                                      -4-
<PAGE>   103

instrumentality thereof maturing within one year from the date of acquisition
thereof and, at the time of acquisition, having one of the two highest ratings
obtainable from either S&P or Moody's; (iii) commercial paper maturing no more
than one year from the date of creation thereof and, at the time of acquisition,
having a rating of at least A-1 from S&P or at least P-1 from Moody's; (iv)
certificates of deposit or bankers' acceptances maturing within one year from
the date of acquisition thereof issued by any bank organized under the laws of
the United States of America or any state thereof or the District of Columbia or
any U.S. branch of a foreign bank having at the date of acquisition thereof
combined capital and surplus of not less than $250,000,000; (v) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clause (i) above entered into with any bank meeting the
qualifications specified in clause (iv) above; (vi) investments in money market
funds which invest substantially all their assets in securities of the types
described in clauses (i) through (v) above; and (vii) investments made by
Foreign Restricted Subsidiaries in local currencies in instruments issued by or
with entities of such jurisdiction having correlative attributes to the
foregoing.

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

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

                  "Closing Date" means the date on which the Tranche A Notes are
issued and Tranche B Loans are made in accordance with the Operative Documents.




                                      -5-
<PAGE>   104

                  "Closing Escrow Agreement" means the Closing Escrow Agreement
dated as of February 9, 2001 among Lessee, Indenture Trustee, Tranche A
Noteholders, Tranche B Lenders, Limited Partners, Administrative Agent and
Collateral Agent.

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

                  "Collateral" means the Lessee Collateral and Lessor
Collateral.

                  "Collateral Agent" means Bankers Trust Company.

                  "Collateral Agent Account" means such account as the
Collateral Agent shall designate from time to time pursuant to Section 4.6 of
the Participation Agreement by notice to each of the other parties.

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

                  "Commitment Termination Date" means the earlier of the Closing
Date and March 31, 2001.

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

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

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

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



                                      -6-
<PAGE>   105

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

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

                  "Consolidated Interest Expense" means, with respect to any
Person for any period, the sum of, without duplication: (i) the aggregate of the
interest expense of such Person and its



                                      -7-
<PAGE>   106

Restricted Subsidiaries for such period determined on a consolidated basis in
accordance with GAAP, including without limitation, (a) any amortization of debt
discount and amortization of deferred financing costs, (b) the net costs under
Interest Swap Obligations and Currency Agreements, (c) all capitalized interest
and (d) the interest portion of any deferred payment obligation; (ii) the
interest component of Capitalized Lease Obligations paid, accrued and/or
scheduled to be paid or accrued by such Person and its Restricted Subsidiaries
during such period as determined on a consolidated basis in accordance with
GAAP; and (iii) fees and charges related to letters of credit, bankers
acceptances and similar transactions; excluding, however, (1) any amount of such
interest expense of any Restricted Subsidiary if the net income of such
Restricted Subsidiary is excluded in the calculation of Consolidated Net Income
pursuant to clause (d) of the definition thereof (but only in the same
proportion as the net income of such Restricted Subsidiary is excluded from the
calculation of Consolidated Net Income pursuant to clause (d) of the definition
thereof) and (2) any non-cash amortization or write-off of fees and expenses
incurred in connection with financing arrangements for the Merger.

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

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

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




                                      -8-
<PAGE>   107

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

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

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

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

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

                  "Co-Obligor" means BRL Universal Equipment Corp.

                  "Credit Agreement" means one or more credit agreements,
including without limitation, the Credit Agreement dated as of the Issue Date,
among Lessee, the lenders party thereto in their capacities as lenders
thereunder and, First Union National Bank, as agent, and any Foreign Credit
Facility together with the documents related thereto (including, without
limitation, any guarantee agreements and security documents), in each case as
such agreements may be amended (including any amendment and restatement
thereof), supplemented or otherwise modified from time to time, including any
agreement extending the maturity of, refinancing, replacing or otherwise
restructuring (including increasing the amount of available borrowings




                                      -9-
<PAGE>   108

thereunder or adding Restricted Subsidiaries of Lessee as additional borrowers
or guarantors thereunder) all or any portion of the Indebtedness under such
agreement or any successor or replacement agreement and whether by the same or
any other agent, lender or group of lenders.

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

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

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

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

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

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

                  "Disqualified Capital Stock" means that portion of any
Person's Capital Stock which, by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable), or upon the happening
of any event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the sole option of the




                                      -10-
<PAGE>   109

holder thereof on or prior to the final maturity date of the Tranche A Notes,
provided that any Capital Stock that would not constitute Disqualified Capital
Stock but for provisions thereof giving holders thereof the right to require
such Person to repurchase or redeem such Capital Stock upon the occurrence of an
"asset sale" or "change of control" occurring prior to the stated maturity of
the Tranche A Notes shall not constitute Disqualified Capital Stock if the
"asset sale" or "change of control" provisions applicable to such Capital Stock
are no more favorable to the holders of such Capital Stock than the provisions
contained Section 9.2(c) and 9.2(i) of the Participation Agreement and such
Capital Stock specifically provides that such Person will not repurchase or
redeem any such stock pursuant to such provision prior to Lessor's repurchase of
Equipment from Lessee as required to be repurchased pursuant to such covenants.

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

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

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

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

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

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

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

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

                  "Environmental Law" means any Federal, state, foreign or local
statute, law, rule, regulation, ordinance, code, guideline, written policy and
rule of common law now or hereafter in




                                      -11-
<PAGE>   110

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

                  "Equipment" means the equipment described on the Schedule of
Equipment attached to the 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.

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

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

                  "Equity Commitment" means for each Limited Partner the Dollar
amount set forth in Schedule 2 to the Limited Partnership Agreement below the
term "Equity Commitment".

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

                  "Equity Contribution" means the equity contribution made by
each Equity Participant to Lessor on the Closing Date, the aggregate of such
contributions to be equal to 3.06352459% of such Acquisition Cost.

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

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

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

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

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




                                      -12-
<PAGE>   111

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

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

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

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

                  "Excepted Liens" shall mean: (i) Liens for taxes, assessments
or other governmental charges or levies not yet due or which are being contested
in good faith by appropriate action and for which adequate reserves have been
maintained; (ii) Liens in connection with workmen's compensation, unemployment
insurance or other social security, old age pension or public liability
obligations not yet due or which are being contested in good faith by
appropriate action and for which adequate reserves have been maintained in
accordance with GAAP; (iii) operators', vendors', carriers', warehousemen's,
repairmen's, mechanics', workmen's, materialmen's, construction or other like
Liens arising by operation of law in the ordinary course of business or
statutory landlord's liens, each of which is in respect of obligations that have
not been outstanding more than 90 days or which are being contested in good
faith by appropriate proceedings and for which adequate reserves have been
maintained in accordance with GAAP; (iv) any Liens reserved in leases or farmout
agreements for rent or royalties and for compliance with the terms of the
farmout agreements or leases in the case of leasehold estates, to the extent
that any such Lien referred to in this clause does not materially impair the use
of the Property covered by such Lien for the purposes for which such Property is
held by Lessee or any Subsidiary or materially impair the value of such Property
subject thereto; (v) encumbrances (other than to secure the payment of borrowed
money or the deferred purchase price of Property or services), easements,
restrictions, servitudes, permits, conditions, covenants, exceptions or
reservations in any rights of way or other Property of Lessee or any Subsidiary
for




                                      -13-
<PAGE>   112

the purpose of roads, pipelines, transmission lines, transportation lines,
distribution lines for the removal of gas, oil, coal or other minerals or
timber, and other like purposes, or for the joint or common use of real estate,
rights of way, facilities and equipment, and defects, irregularities, zoning
restrictions and deficiencies in title of any rights of way or other Property
which in the aggregate do not materially impair the use of such rights of way or
other Property for the purposes of which such rights of way and other Property
are held by Lessee or any Subsidiary or materially impair the value of such
Property subject thereto; (vi) deposits of cash or securities to secure the
performance of bids, trade contracts, leases, statutory obligations and other
obligations of a like nature incurred in the ordinary course of business; and
(vii) Liens permitted by the Security Instruments; (viii) Liens arising out of
fully bonded, judgment liens; and (ix) liens for Lessor's title to property
leased under Capital Leases.

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

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

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

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

                  "Federal Funds Rate" means, for any day, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of one percent) equal to
the weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day, provided that (i) if the day for which such rate is to
be determined is not a Business Day, the Federal Funds Rate for such day shall
be such rate on




                                      -14-
<PAGE>   113

such transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (ii) if such rate is not so published for any day
which is a Business Day, the average of the quotations at approximately 11:00
a.m. (New York time) for such day on such transactions received by Agent from
three federal funds brokers of recognized standing selected by Agent.

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

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

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

                  "Floating Payment Date" means, with respect to any Item of
Equipment (i) in the case of any Item of Equipment the last day of each Floating
Payment Period or Tranche B Loan or Equity Contribution to finance such, elected
by Lessee in accordance with Section 5 of the Participation Agreement in the
case of any Tranche B Loan, elected by Lessor in accordance with Section 2.3.3
of the Tranche B Loan Agreement and in the case of any Equity Contribution,
elected by Lessor in accordance with Section 5.7 of the Limited Partnership
Agreement (ii) the Termination Date therefor; provided, however, if Lessee and
Lessor elect a Floating Payment Period based on six-month LIBOR the calendar
date in the third calendar month of such Floating Payment Period corresponding
to the first day of such period shall also be a Floating Payment Date; provided
however if such day is not a LIBOR Banking Day, then such Floating Payment Date
shall be the next LIBOR Banking Day, provided further, if such next LIBOR
Banking Day would be in the next calendar month, then such Floating Payment Date
shall be the immediately preceding LIBOR Banking Day.

                  "Floating Payment Period" means for each Item of Equipment
each period elected by Lessee in accordance with Section 5 of the Participation
Agreement, for each Tranche B Loan, each period selected by Lessor in accordance
with Section 2.3.3 of the Tranche B Loan Agreement and for each Equity
Contribution, each period selected by Lessor in accordance with Section 5.7 of
the Limited Partnership Agreement.

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

                  "Foreign Pension Plan" means any plan, fund (including,
without limitation, any superannuation fund) or other similar program
established or maintained outside the United States of America by Guarantor or
any one or more of its Subsidiaries primarily for the benefit of employees of
Guarantor or such Subsidiaries residing outside the United States of America,
which plan, fund or other similar program provides, or results in, retirement
income, a deferral of




                                      -15-
<PAGE>   114

income in contemplation of retirement or payments to be made upon termination of
employment, and which plan is not subject to ERISA or the Code.

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

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

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

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

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

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

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

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

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

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





                                      -16-
<PAGE>   115

                  "Hazardous Materials" means (i) any petroleum or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, urea formaldehyde foam insulation, transformers or other equipment that
contain dielectric fluid containing levels of polychlorinated biphenyls, and
radon gas; (ii) any chemicals, materials or substances defined as or included in
the definition of "hazardous substances," "hazardous waste," "hazardous
materials," "extremely hazardous substances," "restricted hazardous waste,"
"toxic substances," "toxic pollutants," "contaminants," or "pollutants," or
words of similar import, under any applicable Environmental Law; and (iii) any
other chemical, material or substance, the Release of which is prohibited,
limited or regulated by any governmental authority.

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

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




                                      -17-
<PAGE>   116

that (A) the amount outstanding at any time of any Indebtedness issued with
original issue discount is the original issue price of such indebtedness and (B)
"Indebtedness" shall not include any money borrowed and set aside, at the time
of the incurrence of related Indebtedness, to fund cash interest payments on
such related Indebtedness.

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

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

                  "Indenture Trustee" means The Bank of New York and any
successor thereto appointed in accordance with the terms of the Indenture.

                  "Interest Coverage Ratio" shall mean the ratio of (i) EBITDAR
for the applicable Testing Period to (ii) Total Interest Expense for the
applicable Testing Period.

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

                  "Initial Purchasers" means the parties named as such in the
Note Purchase Agreement.

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

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

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




                                      -18-
<PAGE>   117

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

                  "Issue Date" means the date of original issuance of the
Tranche A Notes which date shall be the Closing Date.

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

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

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

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

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

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

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





                                      -19-
<PAGE>   118

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

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

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

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

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

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

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

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

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

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

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

                  "Lessor Indemnified Person" means each of Indenture Trustee,
each Tranche A Noteholder, each Tranche B Lender, Administrative Agent and
Collateral Agent, and each of their respective Affiliates, officers, directors,
employees, beneficiaries, stockholders, agents and servants.

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





                                      -20-
<PAGE>   119

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

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

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

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

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

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

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





                                      -21-
<PAGE>   120

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

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

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

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

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

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

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

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

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

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

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

                  "Maturity Date" for each Tranche A Note and each Tranche B
Loan means the earlier of (i) the last day of the Term for the Items of
Equipment financed with the proceeds of




                                      -22-
<PAGE>   121

such Tranche A Note or Tranche B Loan and (ii) the date on which such Tranche A
Note or Tranche B Loan becomes due and payable in accordance with the terms
thereof.

                  "Maximum Acquisition Cost" means $427,000,000.

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

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

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

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

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

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

                  "Net Proceeds of Sale" means with respect to each Item of
Equipment sold by Lessor pursuant to Section 24(c) or 28.3 of the Lease
Agreement or sold by Lessor as referenced in Section 29.2 of the Lease
Agreement, the net amount of the proceeds of sale of such Item, after deducting
from the gross proceeds of such sale (i) all sales taxes and other taxes as may
be




                                      -23-
<PAGE>   122

applicable to the sale or transfer of such Item, (ii) all fees, costs and
expenses of such sale reasonably incurred by Lessor or Lessee in the case of a
sale on the Termination Date or by Lessor in the case of a sale after the
Termination Date and (iii) any other amounts for which, if not paid, Lessor
would be liable as a result of such sale or which, if not paid, would constitute
a Lien on such Item.

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

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

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

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

                  "Note Purchase Agreement" means the Purchase Agreement, dated
as of February 9, 2001, among Lessor, Co-Obligor and the Initial Purchasers.

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

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

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

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

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

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

                  "Operative Documents" means the Participation Agreement, the
Indenture, the Note Purchase Agreement, the Registration Rights Agreement, the
Tranche B Loan Agreement, the Tranche A Notes, the Tranche B Notes, the Bills of
Sale, the Funding Notice, the Lease




                                      -24-
<PAGE>   123

Agreement, the Lease Supplement, the Limited Partnership Agreement, the Quiet
Enjoyment and Indemnity Agreement (Tranche A), the Quiet Enjoyment and Indemnity
Agreement (Tranche B), the Closing Escrow Agreement, the Lessor Indemnity
Agreement, the Lessor Margin Letter, the Security Documents and in each case,
all exhibits and supplements thereto, in each case as amended and modified from
time to time.

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

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

                  "Overdue Rate" with respect to any amount due any Tranche A
Noteholder means the Tranche A Rate plus two (2) percent (200 basis points),
with respect to any amount due any party to the Participation Agreement other
than a Tranche A Noteholder means the Applicable Tranche B Rate at the time in
effect plus two (2) percent (200 basis points) and with respect to any amount
due a Limited Partner means the Applicable Equity Rate at the time in effect
plus two (2) percent (200 basis points).

                  "Participation Agreement" means the Participation Agreement
dated as of February 9, 2001, among Lessee, Guarantor, Lessor, Lessor General
Partner, Indenture Trustee, Tranche B Lenders, Administrative Agent and
Collateral Agent.

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

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

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

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

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

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





                                      -25-
<PAGE>   124

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

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

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

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

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

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

                  (vii) Indebtedness of Lessee to a Restricted Subsidiary of
Lessee for so long as such Indebtedness is held by a Restricted Subsidiary of
Lessee, in each case subject to no Lien, other than a Tranche A Permitted Lien;
provided that (a) any Indebtedness of Lessee to any Restricted Subsidiary of
Lessee is unsecured and subordinated, pursuant to a written agreement, to
Lessee's obligations under the Lease Agreement and (b) if as of any date any
Person other than a Restricted Subsidiary of Lessee owns or holds any such
Indebtedness or any Person, other than




                                      -26-
<PAGE>   125

pursuant to the Credit Agreement, holds a Lien in respect of such Indebtedness,
such date shall be deemed the incurrence of Indebtedness not constituting
Permitted Indebtedness by Lessee;

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

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

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

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

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

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

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

                  (xv) Refinancing Indebtedness; and





                                      -27-
<PAGE>   126

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

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

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

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

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



                                      -28-
<PAGE>   127

immediately following the latest date on which Guarantor, or a Subsidiary of
Guarantor or an ERISA Affiliate maintained, contributed to or had an obligation
to contribute to such plan.

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

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

                  "Projections" means the pro forma financial statements of
Guarantor made a part of the final Offering Memorandum of the Lessor dated
February 6, 2001 furnished to the Administrative Agent, the Lessor, the
Indenture Trustee, and the Tranche B Lenders prior to the Closing Date.

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

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

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

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

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

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

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





                                      -29-
<PAGE>   128

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

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

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

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

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

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

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

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





                                      -30-
<PAGE>   129

                  "Registration Rights Agreement" means the Registration Rights
Agreement dated as of February 9, 2001 among Lessor, Co-Obligor, Lessee,
Guarantor and the Initial Purchasers.

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

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

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

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

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

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

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

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

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

                  "Revolver Indebtedness" shall mean (without duplication) any
and all amounts owing or to be owing by Lessee under the Revolver or any Letter
of Credit issued thereunder.





                                      -31-
<PAGE>   130

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

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

                  "Scheduled Termination Date" means February 15, 2008.

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

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

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

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

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

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

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

                  "Seller" means with respect to each Item of Equipment,
whichever of (i) Lessee, (ii) Wilmington Trust Company, not in its individual
capacity but solely as trustee of Universal Compression Trust (2000-1), (iii)
ABN Amro Bank N.V. as agent for the benefit of the lessors party to that certain
Participation Agreement dated as of July 9, 1999 among Weatherford Global
Compression Services, L.P. and ABN Amro Bank N.V. as agent for such lessors or
(iv) ABN Amro Bank N.V. as agent for the benefit of the lessors party to that
certain Participation




                                      -32-
<PAGE>   131

Agreement dated as of December 8, 1998 among Weatherford Enterra Compression
Company, L.P., ABN Amro Bank N.V., as agent for such Lessors and Chase Bank of
Texas, National Association as Documentation Agent holds title to such Item on
the Closing Date immediately prior to transfer of such title to Lessor.

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

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

                  "Semi-Annual Payment Period" means initially the period from
and including the Closing Date to but excluding the next Semi-Annual Payment
Date and thereafter each six month period from and including the last
Semi-Annual Payment Date to but excluding the next Semi-Annual Payment Date.

                  "Senior Discount Notes" means the 9-7/8% Senior Discount Notes
due February 15, 2008 issued by Lessee.

                  "Significant Subsidiary" with respect to any Person, means any
Restricted Subsidiary of such Person that satisfies the criteria for a
"significant subsidiary" set forth in Rule 1.02(w) of Regulation S-X under the
Securities Act.

                  "Similar Type" means, with respect to any Item of Equipment
with (i) a horsepower rating of less than 100, a natural gas compressor with any
horse power rating, (ii) a horse power rating of 100 or more but less than 200,
a natural gas compressor with a horse power rating of 100 or more, (iii) a horse
power rating of 300 or more but less than 600, a natural gas compressor with a
horse power rating of 300 or more, (iv) a horse power rating of 600 or more but
less than 1000, a natural gas compressor with a horse power rating of 600 or
more and (v) a horse power rating of 1000 or more, a natural gas compressor with
a horse power rating of 1000 or more.

                  "Special Entity" means any joint venture, limited liability
company or partnership, general or limited partnership or any other type of
partnership or company other than a corporation in which the Lessee or one or
more of its other Subsidiaries is a member, owner, partner or joint venturer and
owns, directly or indirectly, at least a majority of the equity of such entity
or controls such entity, but excluding any tax partnerships that are not
classified as partnerships under state law. For purposes of this definition, any
Person which owns directly or indirectly an equity investment in another Person
which allows the first Person to manage or elect managers who manage the normal
activities of such second Person will be deemed to "control" such second Person
(e.g. a sole general partner controls a limited partnership).

                  "Sublease" has the meaning set forth in Section 17 of the
Lease Agreement.

                  "Sublessee" has the meaning set forth in Section 17 of the
Lease Agreement.





                                      -33-
<PAGE>   132

                  "Subsidiary" means, with respect to any Person, (i) any
corporation of which the outstanding Capital Stock having at least a majority of
the votes entitled to be cast in the election of directors under ordinary
circumstances shall at the time be owned, directly or indirectly, by such Person
or (ii) any other Person of which at least a majority of the voting interest
under ordinary circumstances is at the time, directly or indirectly, owned by
such Person.

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

                  "Supplemental Payments" means all amounts, liabilities and
obligations which Lessee assumes or agrees to pay under the Operative Documents.

                  "S&P" shall mean Standard & Poors Ratings Group, a division of
The McGraw-Hill Companies, Inc.

                  "Tax Sharing Agreement" means the tax sharing agreement
between Lessee and Guarantor as in effect on the date hereof, and as thereafter
modified in any way not adverse to Lessee or the Tranche A Noteholders.

                  "Taxes" has the meaning set forth in Section 10.3.1 of the
Participation Agreement.

                  "Term" for each Item of Equipment means the period from and
including the Closing Date therefor and ending on the Termination Date therefor.

                  "Termination Date" for each Item of Equipment means the
earliest of (i) the Scheduled Termination Date, and (ii) if the Lessee exercises
its early transfer option pursuant to Section 28.4 of the Lease Agreement, the
applicable Floating Payment Date so elected by Lessee.

                  "Testing Period" shall mean (a) for any determination made
during the period from and including Closing Date through fiscal quarter ending
March 31, 2002, a single period consisting of the fiscal quarter of Lessee last
ended, utilizing annualized results for the period from and including the
Closing Date through such fiscal quarter end, and (b) for any determination made
from and including April 1, 2002, and at all times thereafter, a single period
consisting of the four consecutive fiscal quarters of Lessee then last ended
(whether or not such quarters are all within the same fiscal year); provided,
however, that if a particular provision of the Revolver indicates that a Testing
Period shall be a different specified duration, such Testing Period shall
consist of the particular fiscal quarter or quarters then last ended which are
so indicated in such provision.

                  "TIA" means the Trust Indenture Act of 1939, as amended.

                  "Tidewater Compression" means Tidewater Compression Service,
Inc.

                  "Total Debt" shall mean, at any time (without duplication),
the sum of (i) 100% of Debt reflected on the balance sheet of Lessee in
accordance with GAAP, plus (ii) 82% of any amount funded (Debt and equity) under
Operating Lease Facilities including the Lease




                                      -34-
<PAGE>   133

Agreement, plus (iii) 85% of any amount funded (Debt and equity) in connection
with the ABS Operating Lease Facility, plus (iv) 100% of Lessee's outstanding
9 7/8% Senior Discount Notes (to the extent not tendered).

                  "Total Interest Expense" shall mean, for any period, the total
consolidated cash interest expense net of cash interest income of the Borrower
and its Consolidated Subsidiaries for such period (including, without
limitation, the cash equivalent of the interest expense associated with Capital
Lease Obligations and all interest paid on the 9 7/8% Senior Discount Notes but
excluding (i) upfront fees paid in connection with the Lease Agreement, the ABS
Facility or Revolver , (ii) Debt or lease issuance costs which have to be
amortized, (iii) lease payments on any office equipment or real property and
(iv) any principal components paid on all lease payments) plus rental payments
made in connection with Operating Equipment Lease Obligations and the ABS
Facility (excluding any principal amortization components).

                  "Total Leverage Ratio" means the ratio of Total Debt to
EBITDAR.

                  "Tranche A Component" for each Item of Equipment means the
dollar amount of the Acquisition Cost financed by Tranche A Noteholders on the
Closing Date, which amount shall be equal to the Maximum Lessee Risk Amount for
such Item.

                  "Tranche A Noteholders" means the holders of the Tranche A
Notes.

                  "Tranche A Notes" means the 8 7/8 Senior Secured Notes due
2008 issued pursuant to the terms of the Indenture.

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

                  "Tranche A Event of Default" has the meaning set forth in
Section 5.01 of the Indenture.

                  "Tranche A Permitted Liens" means the following types of
Liens:

                  (i) Liens for taxes, assessments or governmental charges or
claims either (a) not delinquent or (b) being contested in good faith by
appropriate proceedings and as to which Lessee or its Restricted Subsidiaries
shall have set aside on its books such reserves as may be required pursuant to
GAAP;

                  (ii) statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens
imposed by law incurred in the ordinary course of business for sums not yet
delinquent or being contested in good faith, if such reserve or other
appropriate provision, if any, as shall be required by GAAP shall have been made
in respect thereof;

                  (iii) Liens incurred or deposits made in the ordinary course
of business in connection with workers' compensation, unemployment insurance and
other types of social security, including any Lien securing letters of credit
issued in the ordinary course of business




                                      -35-
<PAGE>   134

consistent with past practice in connection therewith, or to secure the
performance of tenders, statutory obligations, surety and appeal bonds, bids,
leases, government contracts, performance and return-of-money bonds and other
similar obligations (exclusive of obligations for the payment of borrowed
money);

                  (iv) Liens arising by reason of any judgment, decree or order
of any court but not giving rise to a Lease Event of Default so long as such
Lien is adequately bonded and any appropriate legal proceedings which may have
been duly initiated for the review of such judgment, decree or order shall not
have been finally terminated or the period within which such proceedings may be
initiated shall not have expired;

                  (v) easements, rights-of-way, zoning restrictions and other
similar charges or encumbrances in respect of real property not interfering in
any material respect with the ordinary conduct of the business of Lessee or any
of its Restricted Subsidiaries;

                  (vi) Liens representing the interest or title of a lessor
under any Capitalized Lease; provided that such Liens do not extend to any
property or assets which is not leased property subject to such Capitalized
Lease;

                  (vii) Liens upon specific items of inventory or other goods
and proceeds of Lessee or any of its Restricted Subsidiaries securing such
Person's obligations in respect of bankers' acceptances issued or created for
the account of such Person to facilitate the purchase, shipment or storage of
such inventory or other goods;

                  (viii) Liens securing reimbursement obligations with respect
to letters of credit which encumber documents and other property relating to
such letters of credit and products and proceeds thereof;

                  (ix) Liens encumbering deposits made to secure obligations
arising from statutory, regulatory, contractual, or warranty requirements of
Lessee or any of their Restricted Subsidiaries, including rights of offset and
set-off;

                  (x) Liens securing Interest Swap Obligations which Interest
Swap Obligations relate to Indebtedness that is otherwise permitted under the
Participation Agreement;

                  (xi) Liens securing Capitalized Lease Obligations and Purchase
Money Indebtedness permitted pursuant to Section 9.2(a) of the Participation
Agreement; provided, however, that in the case of Purchase Money Indebtedness
(A) the Indebtedness shall not exceed the cost of such property or assets and
shall not be secured by any property or assets of Lessee or any Restricted
Subsidiary of Lessee other than the property and assets so acquired or
constructed and (B) the Lien securing such Indebtedness shall be created within
180 days of such acquisition or construction or, in the case of a refinancing of
any Purchase Money Indebtedness, within 180 days of such refinancing;

                  (xii) Liens securing Indebtedness under Currency Agreements;
and





                                      -36-
<PAGE>   135

                  (xiii) Liens securing Acquired Indebtedness incurred in
accordance with the Section 9.2(a) of the Participation Agreement; provided that
(A) such Liens secured such Acquired Indebtedness at the time of and prior to
the incurrence of such Acquired Indebtedness by Lessee or a Restricted
Subsidiary of Lessee and were not granted in connection with, or in anticipation
of, the incurrence of such Acquired Indebtedness by Lessee or a Restricted
Subsidiary of Lessee and (B) such Liens do not extend to or cover any property
or assets of Lessee or of any of its Restricted Subsidiaries other than the
property or assets that secured the Acquired Indebtedness prior to the time such
Indebtedness became Acquired Indebtedness of Lessee or a Restricted Subsidiary
of Lessee.

                  "Tranche A Rate" means 8-7/8% per annum.

                  "Tranche B Commitment" for each Lender means the Dollar amount
set forth in Schedule 1 to the Participation Agreement below the term "Tranche B
Commitment."

                  "Tranche B Component" for each Item of Equipment, means the
dollar amount of the Acquisition Cost financed by Tranche B Lenders on the
Closing Date, which amount shall be equal to a pro rata portion (based on the
Initial Fair Market Value of such Item and the aggregate Initial Fair Market
Values of the Equipment) of the aggregate principal balances of the Tranche B
Loans.

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

                  "Tranche B Event of Default" has the meaning set forth in
Section 5.1 of the Tranche B Loan Agreement.

                  "Tranche B Lenders" means Bankers Trust Company, First Union
National Bank, Bank One, N.A. and The Bank of Nova Scotia and any other Eligible
Transferee who from time to time becomes a party to the Participation Agreement
and Tranche B Loan Agreement as a Tranche B Lender in accordance with the terms
thereof and those financial institutions who are identified in the Participation
Agreement and the Tranche B Loan Agreement as "Tranche B Lenders."

                  "Tranche B Loan" has the meaning set forth in Section 4.1 of
the Participation Agreement.

                  "Tranche B Loan Agreement" means the Tranche B Loan Agreement,
dated as of February 9, 2001, among Lessor, the Administrative Agent, the
Collateral Agent and the Tranche B Lenders.

                  "Tranche B Margin" means 3.25% (325 basis points).

                  "Tranche B Note" has the meaning set forth in Section 2.3 of
the Tranche B Loan Agreement.





                                      -37-
<PAGE>   136

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

                  "UCC" means the Uniform Commercial Code, as in effect in any
applicable jurisdiction.

                  "UCO Compression LLC" shall mean the bankruptcy remote,
special purpose, wholly-owned Subsidiary of Lessee created to own and lease gas
compression equipment in conjunction with the ABS Operating Lease Facility.

                  "Unfunded Current Liability" of any Plan means the amount, if
any, by which the value of the accumulated plan benefits under the Plan
determined on a plan termination basis in accordance with actuarial assumptions
at such time consistent with those prescribed by the PBGC for purposes of
Section 4044 of ERISA, exceeds the fair market value of all plan assets
allocable to such liabilities under Title IV of ERISA (excluding any accrued but
unpaid contributions).

                  "Unrestricted Subsidiary" of Lessee means (i) any Subsidiary
of Lessee that at the time of determination shall be or continue to be
designated an Unrestricted Subsidiary by the Board of Directors of Lessee in the
manner provided below and (ii) any Subsidiary of an Unrestricted Subsidiary. The
Board of Directors of Lessee may designate any Subsidiary (including any newly
acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless
such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any
property of, Lessee or any other Subsidiary of Lessee that is not a Subsidiary
of the Subsidiary to be so designated; provided that (x) Lessee certifies to
Indenture Trustee that such designation complies with Section 9.2(b) of the
Participation Agreement and (y) each Subsidiary to be so designated and each of
its Subsidiaries has not at the time of designation, and does not thereafter,
create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable with respect to any Indebtedness pursuant to which the lender
has recourse to any of the assets of Lessee or any of its Restricted
Subsidiaries. The Board of Directors may designate any Unrestricted Subsidiary
to be a Restricted Subsidiary only if (x) immediately after giving effect to
such designation, Lessee is able to incur at least $1.00 of additional
Indebtedness (other than Permitted Indebtedness) in compliance with Section
9.2(a) of the Participation Agreement and (y)




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<PAGE>   137

immediately before and immediately after giving effect to such designation, no
Tranche A Default or Tranche A Event of Default shall have occurred and be
continuing. Any such designation by the Board of Directors shall be evidenced to
Indenture Trustee by promptly filing with Indenture Trustee a copy of the Board
Resolution giving effect to such designation and an officers' certificate
certifying that such designation complied with the foregoing provisions.

                  "U.S. Person" has the meaning set forth in Section 7701(a)(30)
of the Code.

                  "Weatherford Transition Services Agreement" means the
agreement dated as of the Closing Date between Weatherford International Inc.
and Weatherford Global Compression Services, L.P. related to the provision of
transition services by Weatherford to Lessee.

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding aggregate principal amount of such Indebtedness into (b) the sum of
the total of the products obtained by multiplying (i) the amount of each then
remaining installment, sinking fund, serial maturity or other required payment
of principal, including payment at final maturity, in respect thereof, by (ii)
the number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.

                  "Wholly Owned Restricted Subsidiary" of any Person means any
Restricted Subsidiary of such Person of which all the outstanding voting
securities (other than directors' qualifying shares or an immaterial amount of
shares required to be owned by other Persons, in each case pursuant to
applicable law) are owned by such Person or any Wholly Owned Restricted
Subsidiary of such Person.

                  When used in any Operative Document the words "this
Agreement", "herein", "hereunder", "hereof" or other like words mean and include
such Operative Document and each amendment and supplement thereto, and with
respect to the Lease Agreement, the Lease Supplement. Each of the Operative
Documents is the result of arm's-length negotiations among, and has been review
by, each party thereto and its counsel. Accordingly, each of the Operative
Documents shall be deemed to be the product of each of the parties thereto, and
no ambiguity shall be construed in favor of or against any party. Headings in
the Operative Documents are for convenience of reference only and are not part
of the substance thereof. All references to sections, schedules and exhibits in
any Operative Document are to sections, schedules and exhibits in or to such
Operative Document unless otherwise specified. Unless otherwise specified
herein, all accounting terms used herein shall be interpreted, all accounting
determinations hereunder shall be made, and all financial statements required to
be delivered hereunder shall be prepared in accordance with United States
generally accepted accounting principles as in effect from time to time, applied
on a basis consistent (except for changes concurred in by Guarantor's
independent public accountants) with the then most recent audited consolidated
financial statements of Guarantor and its Consolidated Subsidiaries provided
that, if either (i) Guarantor notifies Administrative Agent that Guarantor
wishes to eliminate the effect of any change in generally accepted accounting
principles on the operation of any covenant contained in the Participation
Agreement or (ii) Administrative Agent notifies Guarantor that it wishes to
effect such an elimination, then Guarantor's compliance with such covenant shall
be


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