**Exhibit 10.3**

**REGISTRATION RIGHTS AGREEMENT**

THIS REGISTRATION RIGHTSAGREEMENT (this “Agreement”) is made and entered into as of July 9,2007, by and among Universal Compression, L.P., a Delaware limited partnership(the “Partnership”), and the Purchasers listed on the signature pages tothis Agreement (each, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, this Agreementis made in connection with the Closing of the issuance and sale of Common Units(the “Purchased Units”) pursuant to the Common Unit Purchase Agreement,dated as of June 19, 2007, by and among the Partnership and the Purchasers (the“Purchase Agreement”);

WHEREAS, the Partnershiphas agreed to provide the registration and other rights set forth in thisAgreement for the benefit of the Purchasers pursuant to the Purchase Agreement;and

WHEREAS, it is acondition to the obligations of each Purchaser and the Partnership under thePurchase Agreement that this Agreement be executed and delivered.

NOW THEREFORE, inconsideration of the mutual covenants and agreements set forth herein and forgood and valuable consideration, the receipt and sufficiency of which is herebyacknowledged by each party hereto, the parties hereby agree as follows:

**ARTICLEIDEFINITIONS**

Section 1.01                       Definitions.  Capitalized terms used herein withoutdefinition shall have the meanings given to them in the PurchaseAgreement.  The terms set forth below areused herein as so defined:

“Affiliate” means,with respect to a specified Person, any other Person, whether now in existenceor hereafter created, directly or indirectly controlling, controlled by orunder direct or indirect common control with such specified Person.  For purposes of this definition, “control”(including, with correlative meanings, “controlling,” “controlled by,” and “undercommon control with”) means the power to direct or cause the direction of themanagement and policies of such Person, directly or indirectly, whether throughthe ownership of voting securities, by contract or otherwise.

“Agreement” hasthe meaning specified therefor in the introductory paragraph.

“Commission” meansthe United States Securities and Exchange Commission.

“Common Units”means the Common Units of the Partnership representing limited partnerinterests therein.

“Effectiveness Period”has the meaning specified therefor in Section 2.01(a) of this Agreement.

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“Excluded RegistrableSecurity” has the meaning specified in Section 2.01(a).

“Holder” means therecord holder of any Registrable Securities.

“Included RegistrableSecurities” has the meaning specified therefor in Section 2.02(a) ofthis Agreement.

“Liquidated Damages”has the meaning specified therefor in Section 2.01(b) of this Agreement.

“Liquidated DamagesMultiplier” means the product of $34.75 times the number of Common Unitspurchased by such Purchaser (excluding any Excluded Registrable Securities).

“Losses” has themeaning specified therefor in Section 2.07(a) of this Agreement.

“Managing Underwriter”means, with respect to any Underwritten Offering, the book-running lead managerof such Underwritten Offering.

“NASDAQ” means TheNASDAQ Global Market.

“Opt Out Notice”has the meaning specified therefor in Section 2.02(a) of this Agreement.

“Other Holders”has the meaning specified therefor in Section 2.02(b) of this Agreement.

“Person” means anyindividual, corporation, company, voluntary association, partnership, jointventure, trust, limited liability company, unincorporated organization orgovernment or any agency, instrumentality or political subdivision thereof, orany other form of entity.

“Purchase Agreement”has the meaning specified therefor in the Recitals of this Agreement.

“Purchaser” and “Purchasers”have the meanings specified therefor in the introductory paragraph of thisAgreement.

 “Registrable Securities” means: (i) theCommon Units comprising the Purchased Units and (ii) any Common Units issued asLiquidated Damages pursuant to Section 2.01 of this Agreement, if any,all of which Registrable Securities are subject to the rights provided hereinuntil such rights terminate pursuant to the provisions hereof.

“Registration Expenses”has the meaning specified therefor in Section 2.06(b) of this Agreement.

“Selling Expenses”has the meaning specified therefor in Section 2.06(b) of this Agreement.

“Selling Holder”means a Holder who is selling Registrable Securities pursuant to a registrationstatement.

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“Shelf RegistrationStatement” means a registration statement under the Securities Act topermit the resale of the Registrable Securities from time to time, including aspermitted by Rule 415 under the Securities Act (or any similar provision thenin force under the Securities Act).

“Underwritten Offering”means an offering (including an offering pursuant to a Shelf RegistrationStatement) in which Common Units are sold to an underwriter on a firmcommitment basis for reoffering to the public.

Section 1.02                       RegistrableSecurities.  Any Registrable Securitywill cease to be a Registrable Security when (a) a registration statementcovering such Registrable Security has been declared effective by theCommission and such Registrable Security has been sold or disposed of pursuantto such effective registration statement; (b) such Registrable Security hasbeen disposed of pursuant to any section of Rule 144 (or any similar provisionthen in force under the Securities Act); (c) such Registrable Security iseligible for resale pursuant to Rule 144(k) (or any similar provision then inforce under the Securities Act); (d) such Registrable Security is held by thePartnership or one of its subsidiaries; (e) two years from the Closing; or (f)such Registrable Security has been sold in a private transaction in which thetransferor’s rights under this Agreement are not assigned to the transferee ofsuch securities.

**ARTICLEIIREGISTRATION RIGHTS**

Section 2.01                       ShelfRegistration.

(a)                         DeadlineTo Go Effective.  As soon aspracticable following the Closing, but in any event within 180 days of theClosing, the Partnership shall prepare and file a Shelf Registration Statementunder the Securities Act with respect to all of the RegistrableSecurities.  The Partnership shall useits commercially reasonable efforts to cause the Shelf Registration Statementto become effective no later than 270 days after the date of the Closing. ThePartnership will use its commercially reasonable efforts to cause the ShelfRegistration Statement filed pursuant to this Section 2.01 to becontinuously effective under the Securities Act until the date on which allsuch Registrable Securities have ceased to be Registrable Securities (the “EffectivenessPeriod”).  The Shelf RegistrationStatement when declared effective (including any documents incorporated thereinby reference) will comply as to form in all material respects with allapplicable requirements of the Securities Act and the Exchange Act and will notcontain an untrue statement of a material fact or omit to state a material factrequired to be stated therein or necessary to make the statements therein notmisleading.

Notwithstanding anythingto the contrary contained in this Agreement, in the event the Commission seeksto characterize the Shelf Registration Statement as constitutingan offering of securities by or on behalf of the Partnership, suchthat the Commission does not permit such Registration Statement tobecome effective and used for resales in a manner that does not constitute suchan offering and that permits the continuous resale at the market by the Holdersparticipating therein (or as otherwise may be acceptable to eachHolder) without being named therein as an “underwriter,” then the Partnershipshall reduce the number of Registrable Securities to be included in the ShelfRegistration Statement by all Holders until such time as the Commission shallso permit such Shelf Registration Statement to become effective as aforesaid.

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In making such reduction, the Partnership shall reducethe number of Registrable Securities to be included by all Holders on a prorata basis (based upon the number of Registrable Securities otherwise requiredto be included for each Holder) unless the inclusion of Registrable Securitiesby one or more particular Holders is resulting in the Commission’s positionthat the offering is being made ”by or on behalf of the Company,” in whichevent the Registrable Securities held by such Holder(s) shall be the onlyRegistrable Securities subject to reduction (and, if by more than one Holder,on a pro rata basis by such Holders or on such other basis as would result inthe exclusion of the least number of Registrable Securities by all suchHolders). In addition, in the event that the Commission requires anyHolder seeking to sell securities under a Registration Statement filedpursuant to this Agreement to be specifically identified as an ”underwriter” inorder to permit such Registration Statement to become effective, and suchHolder does not consent to being so named as an underwriter in suchRegistration Statement, then, in each such case, the Partnership shallreduce the total number of Registrable Securities to be registered on behalfof such Holder, until such time as the Commission does not requiresuch identification or until such Holder accepts such identification and themanner thereof.  Each such excluded Registrable Security shall be referredto herein as an “Excluded Registrable Security” from the date ofeffectiveness of the initial Shelf Registration Statement to but not includingthe earliest of the date (i) such Excluded Registrable Security is no longer aRegistrable Security as defined herein or (ii) such Excluded RegistrableSecurity is included in an effective Shelf Registration Statement. Subject to the provisions of this Agreement, the Partnership shall use itscommercially reasonable efforts to file and have declared effective one or moresubsequent Shelf Registration Statements or amendments thereto that include theExcluded Registrable Securities of any Holder excluded from the initial ShelfRegistration Statement at such time as it may do so in accordance with theSecurities Act as interpreted by the Commission.   In addition, if no such Shelf Registration Statement has been filed and aHolder holds Excluded Registrable Securities that are no longer required by theCommission to be excluded from a Shelf Registration Statement, upon delivery ofa written request to the Partnership by such Holder, the Partnership shall filea Shelf Registration Statement that includes such Holder’s Excluded RegistrableSecurities within 30 days of such request. Except with respect to the time periods for filing and effectiveness,any such subsequent Shelf Registration Statement shall be subject to the sameprovisions of this Agreement as the initial Shelf Registration Statement.

(b)                        FailureTo Go Effective.  If the ShelfRegistration Statement required by Section 2.01 is not declaredeffective within 270 days after Closing, then each Purchaser shall be entitledto a payment (with respect to the Purchased Units of each such Purchaser), asliquidated damages and not as a penalty, of 0.25% of the Liquidated DamagesMultiplier per 30-day period for the first 60 days following the 270th day,increasing by an additional 0.25% of the Liquidated Damages Multiplier per30-day period for each subsequent 60 days, up to a maximum of 1.00% of theLiquidated Damages Multiplier per 30-day period (the “Liquidated Damages”);*provided*, *however*,the aggregate amount of Liquidated Damages payable by the Partnership underthis Agreement to each Purchaser shall not exceed 10.0% of the LiquidatedDamages Multiplier with respect to such Purchaser.  payable within ten Business Days after theend of each such 30-day period.  AnyLiquidated Damages shall be paid to each Purchaser in immediately availablefunds; *provided*,*however*, if the Partnership certifiesthat it is unable to pay Liquidated Damages in cash because such payment wouldresult in a breach under a credit facility or other debt instrument filed asexhibits to the SEC Documents, then the Partnership may pay the Liquidated

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Damages in kind in the form of the issuance ofadditional Common Units. Upon any issuance of Common Units as LiquidatedDamages, the Partnership shall promptly prepare and file an amendment to theShelf Registration Statement prior to its effectiveness adding such CommonUnits to such Shelf Registration Statement as additional RegistrableSecurities.  The determination of thenumber of Common Units to be issued as Liquidated Damages shall be equal to theamount of Liquidated Damages divided by the volume-weighted average closingprice of the Partnership’s Common Units on NASDAQ for the ten trading daysimmediately preceding the date on which the Liquidated Damages payment isdue.  The payment of the LiquidatedDamages to a Purchaser shall cease at such time as the Purchased Units of such Purchasercease to be Registrable Securities.  Assoon as practicable following the date that the Shelf Registration Statementbecomes effective, but in any event within three Business Days of such date,the Partnership shall provide the Purchasers with written notice of theeffectiveness of the Shelf Registration Statement.

(c)                         Waiverof Liquidated Damages.  If thePartnership is unable to cause a Shelf Registration Statement to go effectivewithin 270 after Closing, then the Partnership may request a waiver of theLiquidated Damages, and each Holder may individually grant****or withhold its consent to suchrequest in its reasonable discretion.

(d)                        Terminationof Purchaser’s Rights.  A Purchaser’srights (and any transferee’s rights pursuant to Section 2.10) under thisSection 2.01 shall terminate upon the termination of the EffectivenessPeriod.

(e)                         DelayRights.  Notwithstanding anything tothe contrary contained herein, the Partnership may, upon written notice to anySelling Holder whose Registrable Securities are included in the ShelfRegistration Statement, suspend such Selling Holder’s use of any prospectuswhich is a part of the Shelf Registration Statement (in which event the SellingHolder shall discontinue sales of the Registrable Securities pursuant to theShelf Registration Statement) if (i) the Partnership is pursuing anacquisition, merger, reorganization, disposition or other similar transactionand the Partnership determines in good faith that the Partnership’s ability topursue or consummate such a transaction would be materially adversely affectedby any required disclosure of such transaction in the Shelf RegistrationStatement or (ii) the Partnership has experienced some other materialnon-public event the disclosure of which at such time, in the good faithjudgment of the Partnership, would materially adversely affect the Partnership;*provided, however*, in no eventshall the Purchasers be suspended for a period that exceeds 60 days in any90-day period or 90 days in any 365-day period, in each case, exclusive of dayscovered by any lock-up agreement executed by a Purchaser in connection with anyUnderwritten Offering.  Upon disclosureof such information or the termination of the condition described above, thePartnership shall provide prompt notice to the Selling Holders whose RegistrableSecurities are included in the Shelf Registration Statement, and shall promptlyterminate any suspension of sales it has put into effect and shall take suchother actions to permit registered sales of Registrable Securities ascontemplated in this Agreement.

(f)                           AdditionalRights to Liquidated Damages.  If (i)the Holders shall be prohibited from selling their Registrable Securities underthe Shelf Registration Statement as a result of a suspension pursuant to Section2.01(e) of this Agreement in excess of the periods permitted therein or(ii) the Shelf Registration Statement is filed and declared effective but,

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during the Effectiveness Period, shall thereaftercease to be effective or fail to be usable for its intended purpose withoutbeing succeeded by a post-effective amendment to the Shelf RegistrationStatement, a supplement to the prospectus or a report filed with the Commissionpursuant to Sections 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, untilthe suspension is lifted or a post-effective amendment, supplement or report isfiled with the Commission, but not including any day on which a suspension islifted or such amendment, supplement or report is filed and declared effective,if applicable, the Partnership shall owe the Holders an amount equal to theLiquidated Damages, following (x) the date on which the suspension periodexceeded the permitted period under Section 2.01(e) of this Agreement or(y) the date after the Shelf Registration Statement ceased to be effective orfailed to be useable for its intended purposes, as liquidated damages and notas a penalty.  For purposes of this Section2.01(f), a suspension shall be deemed lifted on the date that notice thatthe suspension has been lifted is delivered to the Holders pursuant to Section3.01 of this Agreement.

Section 2.02                       PiggybackRights.

(a)                         Participation.If at any time the Partnership proposes to file (i) a prospectus supplement toan effective shelf registration statement, other than the Shelf RegistrationStatement contemplated by Section 2.01, or (ii) a registration statement, otherthan a shelf registration statement, in either case, for the sale of CommonUnits in an Underwritten Offering for its own account, then as soon aspracticable but not less than three (3) Business Days prior to the filing of(x) any preliminary prospectus supplement to a prospectus relating to suchUnderwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) theprospectus supplement to a prospectus relating to such Underwritten Offeringpursuant to Rule 424(b) under the Securities Act (if no preliminary prospectussupplement is used) or (z) such registration statement, as the case may be, thePartnership shall give notice of such proposed Underwritten Offering to theHolders and such notice shall offer the Holders the opportunity to include insuch Underwritten Offering such number of Registrable Securities (the “IncludedRegistrable Securities”) as each such Holder may request in writing; *provided*, that each such Holder shall keep all informationrelating to such Underwritten Offering in confidence and shall not make use of,disseminate or in any way disclose any such information; *provided, further*, that if the Partnershiphas been advised by the Managing Underwriter that the inclusion of RegistrableSecurities for sale for the benefit of the Holders will have a material adverseeffect on the price, timing or distribution of the Common Units in theUnderwritten Offering, then the amount of Registrable Securities to be offeredfor the accounts of Holders shall be determined based on the provisions of Section2.02(b).  The notice required to beprovided in this Section 2.02(a) to Holders shall be provided on aBusiness Day pursuant to Section 3.01 hereof.   Each such Holder shall then have threeBusiness Days after receiving such notice to request inclusion of RegistrableSecurities in the Underwritten Offering, except that such Holder shall have oneBusiness Day after such Holder confirms receipt of the notice to requestinclusion of Registrable Securities in the Underwritten Offering in the case ofa “bought deal” or “overnight transaction” where no preliminary prospectus isused.  If no request for inclusion from aHolder is received within the specified time, each such Holder shall have nofurther right to participate in such Underwritten Offering.  If, at any time after giving written noticeof its intention to undertake an Underwritten Offering and prior to the closingof such Underwritten Offering, the Partnership shall determine for any reasonnot to undertake or to delay such Underwritten Offering, the Partnership may,at its election, give written notice of such determination to the SellingHolders

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and, (x) in the case of a determination not toundertake such Underwritten Offering, shall be relieved of its obligation tosell any Included Registrable Securities in connection with such terminatedUnderwritten Offering, and (y) in the case of a determination to delay suchUnderwritten Offering, shall be permitted to delay offering any IncludedRegistrable Securities for the same period as the delay in the UnderwrittenOffering.  Each Holder’s rights underthis Section 2.02(a) shall terminate when such Holder (together with anyAffiliates of such Holder) holds less than $15 million of Purchased Units,based on the purchase price per unit under the Purchase Agreement.  Notwithstanding the foregoing, any Holderholding greater than $15 million of Purchased Units, based on the purchaseprice per unit under the Purchase Agreement, may deliver written notice (an “OptOut Notice”) to the Partnership requesting that such Holder not receivenotice from the Partnership of any proposed Underwritten Offering; *provided*, that, such Holder may later revoke any such OptOut Notice.  Following receipt of an OptOut Notice from a Holder (unless subsequently revoked), the Partnership shallnot be required to deliver any notice to such Holder pursuant to this Section2.02(a) and such Holder shall no longer be entitled to participate inUnderwritten Offerings by the Partnership pursuant to this Section 2.02(a).

(b)                        Priority.If the Managing Underwriter or Underwriters of any proposed UnderwrittenOffering of Common Units included in an Underwritten Offering involvingIncluded Registrable Securities advises that the total amount of Common Unitsthat the Selling Holders and any other Persons intend to include in suchoffering exceeds the number that can be sold in such offering without beinglikely to have a material adverse effect on the price, timing or distributionof the Common Units offered or the market for the Common Units, then the CommonUnits to be included in such Underwritten Offering shall include the number ofRegistrable Securities that such Managing Underwriter or Underwriters advisescan be sold without having such adverse effect, with such number to beallocated (i) first, to the Partnership and the General Partner and itsAffiliates (as defined in the Partnership Agreement) and (ii) second, prorata among the Selling Holders party to this Agreement and any other Personswho have been or are granted registration rights on or after the date of thisAgreement (other than the General Partner and its Affiliates, “Other Holders”),in each case, who have requested participation in such Underwritten Offering.  The pro rata allocations for each suchSelling Holder shall be the product of (a) the aggregate number of Common Unitsproposed to be sold by all Selling Holders and Other Holders in suchUnderwritten Offering multiplied by (b) the fraction derived by dividing (x)the number of Common Units owned on the Registration Deadline by such SellingHolder or Other Holder by (y) the aggregate number of Common Units owned by allSelling Holders and Other Holders participating in the Underwritten Offering.

Section 2.03                       UnderwrittenOfferings.

(a)                         GeneralProcedures.  In connection with anyUnderwritten Offering under this Agreement, (i) the Partnership shall beentitled to select the Managing Underwriter or Underwriters and (ii) eachSelling Holder and the Partnership shall be obligated to enter into anunderwriting agreement that contains such representations, covenants,indemnities and other rights and obligations as are customary in underwritingagreements for firm commitment offerings of securities.  No Selling Holder may participate in suchUnderwritten Offering unless such Selling Holder agrees to sell its RegistrableSecurities on the basis provided in such underwriting agreement and completesand executes all questionnaires, powers of attorney,

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indemnities and other documents reasonably requiredunder the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of therepresentations and warranties by, and the other agreements on the part of, thePartnership to and for the benefit of such underwriters also be made to and forsuch Selling Holder’s benefit and that any or all of the conditions precedentto the obligations of such underwriters under such underwriting agreement alsobe conditions precedent to its obligations. No Selling Holder shall be required to make any representations orwarranties to or agreements with the Partnership or the underwriters other thanrepresentations, warranties or agreements regarding such Selling Holder, itsauthority to enter into such underwriting agreement and to sell, and itsownership of, the securities being registered on its behalf, its intendedmethod of distribution and any other representation required by Law.  The Partnership’s management shall not berequired to participate in a roadshow or similar marketing effort in connectionwith any Underwritten Offering.

(b)                        Withdrawal.  If any Holder disapproves of the terms of anUnderwritten Offering, such Holder may elect to withdraw therefrom by writtennotice to the Partnership and the Managing Underwriter delivered at any time upto and including the time of pricing of the Underwritten Offering. No suchwithdrawal shall affect the Partnership’s obligation to pay RegistrationExpenses.  The Holder may agree to waivethis right to withdraw with the Partnership, the underwriters or any custodialagent in any custody agreement and/or power of attorney executed by such Holderin connection with the underwriting.

Section 2.04                       SaleProcedures.  In connection with itsobligations under this Article II, the Partnership will, asexpeditiously as possible:

(a)                         prepareand file with the Commission such amendments and supplements to the ShelfRegistration Statement and the prospectus used in connection therewith as maybe necessary to keep the Shelf Registration Statement effective for theEffectiveness Period and as may be necessary to comply with the provisions ofthe Securities Act with respect to the disposition of all securities covered bythe Shelf Registration Statement;

(b)                        if a prospectussupplement will be used in connection with the marketing of an UnderwrittenOffering from the Shelf Registration Statement and the Managing Underwriter atany time shall notify the Partnership in writing that, in the sole judgment ofsuch Managing Underwriter, inclusion of detailed information to be used in suchprospectus supplement is of material importance to the success of theUnderwritten Offering of such Registrable Securities, the Partnership shall useits commercially reasonable efforts to include such information in suchprospectus supplement;

(c)                         furnishto each Selling Holder (i) as far in advance as reasonably practicable beforefiling the Shelf Registration Statement or any other registration statementcontemplated by this Agreement or any supplement or amendment thereto, uponrequest, copies of reasonably complete drafts of all such documents proposed tobe filed (including exhibits and each document incorporated by referencetherein to the extent then required by the rules and regulations of theCommission), and provide each such Selling Holder the opportunity to object toany information pertaining to such Selling Holder and its plan of distributionthat is contained therein and make the corrections reasonably requested by suchSelling Holder with respect to such information prior to filing the ShelfRegistration Statement or such other registration

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statement or supplement or amendment thereto, and (ii)such number of copies of the Shelf Registration Statement or such otherregistration statement and the prospectus included therein and any supplementsand amendments thereto as such Persons may reasonably request in order tofacilitate the public sale or other disposition of the Registrable Securitiescovered by such Shelf Registration Statement or such other registrationstatement;

(d)                        ifapplicable, use its commercially reasonable efforts to register or qualify theRegistrable Securities covered by the Shelf Registration Statement or any otherregistration statement contemplated by this Agreement under the securities orblue sky laws of such jurisdictions as the Selling Holders or, in the case ofan Underwritten Offering, the Managing Underwriter, shall reasonably request; *provided, however*, that the Partnershipwill not be required to qualify generally to transact business in anyjurisdiction where it is not then required to so qualify or to take any actionwhich would subject it to general service of process in any such jurisdictionwhere it is not then so subject;

(e)                         promptlynotify each Selling Holder and each underwriter, at any time when a prospectusrelating thereto is required to be delivered under the Securities Act, of (i)the filing of the Shelf Registration Statement or any other registrationstatement contemplated by this Agreement or any prospectus or prospectussupplement to be used in connection therewith, or any amendment or supplementthereto, and, with respect to such Shelf Registration Statement or any otherregistration statement contemplated by this Agreement or any post-effectiveamendment thereto, when the same has become effective; and (ii) any writtencomments from the Commission with respect to any filing referred to in clause(i) and any written request by the Commission for amendments or supplements tothe Shelf Registration Statement or any other registration statementcontemplated by this Agreement or any prospectus or prospectus supplementthereto;

(f)                           immediatelynotify each Selling Holder and each underwriter, at any time when a prospectusrelating thereto is required to be delivered under the Securities Act, of (i)the happening of any event as a result of which the prospectus or prospectussupplement contained in the Shelf Registration Statement or any otherregistration statement contemplated by this Agreement, as then in effect,includes an untrue statement of a material fact or omits to state any materialfact required to be stated therein or necessary to make the statements thereinnot misleading in the light of the circumstances then existing; (ii) the issuanceor threat of issuance by the Commission of any stop order suspending theeffectiveness of the Shelf Registration Statement or any other registrationstatement contemplated by this Agreement, or the initiation of any proceedingsfor that purpose; or (iii) the receipt by the Partnership of any notificationwith respect to the suspension of the qualification of any RegistrableSecurities for sale under the applicable securities or blue sky laws of anyjurisdiction.  Following the provision ofsuch notice, the Partnership agrees to as promptly as practicable amend orsupplement the prospectus or prospectus supplement or take other appropriateaction so that the prospectus or prospectus supplement does not include anuntrue statement of a material fact or omit to state a material fact requiredto be stated therein or necessary to make the statements therein not misleadingin the light of the circumstances then existing and to take such other actionas is necessary to remove a stop order, suspension, threat thereof orproceedings related thereto;

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(g)                        in thecase of an Underwritten Offering, furnish upon request, (i) an opinion ofcounsel for the Partnership, dated the effective date of the applicableregistration statement or the date of any amendment or supplement thereto, anda letter of like kind dated the date of the closing under the underwritingagreement, and (ii) a “cold comfort” letter, dated the pricing date of suchUnderwritten Offering and a letter of like kind dated the date of the closingunder the underwriting agreement, in each case, signed by the independentpublic accountants who have certified the Partnership’s financial statementsincluded or incorporated by reference into the applicable registrationstatement, and each of the opinion and the “cold comfort” letter shall be incustomary form and covering substantially the same matters with respect to suchregistration statement (and the prospectus and any prospectus supplementincluded therein) as have been customarily covered in opinions of issuer’scounsel and in accountants’ letters delivered to the underwriters inUnderwritten Offerings of securities by the Partnership and such other mattersas such underwriters and Selling Holders may reasonably request;

(h)                        otherwiseuse its commercially reasonable efforts to comply with all applicable rules andregulations of the Commission, and make available to its security holders, assoon as reasonably practicable, an earnings statement, which earnings statementshall satisfy the provisions of Section 11(a) of the Securities Act and Rule158 promulgated thereunder;

(i)                            makeavailable to the appropriate representatives of the Managing Underwriter andSelling Holders access to such information and Partnership personnel as isreasonable and customary to enable such parties to establish a due diligencedefense under the Securities Act;

(j)                            causeall such Registrable Securities registered pursuant to this Agreement to belisted on each securities exchange or nationally recognized quotation system onwhich similar securities issued by the Partnership are then listed;

(k)                         use itscommercially reasonable efforts to cause the Registrable Securities to beregistered with or approved by such other governmental agencies or authoritiesas may be necessary by virtue of the business and operations of the Partnershipto enable the Selling Holders to consummate the disposition of such RegistrableSecurities;

(l)                            providea transfer agent and registrar for all Registrable Securities covered by suchregistration statement not later than the effective date of such registrationstatement;

(m)                      enter intocustomary agreements and take such other actions as are reasonably requested bythe Selling Holders or the underwriters, if any, in order to expedite orfacilitate the disposition of such Registrable Securities; and

(n)                        thePartnership agrees that, if any Purchaser could reasonably be deemed to be an “underwriter”,as defined in Section 2(a)(11) of the Securities Act, in connection with theShelf Registration Statement, in addition to its obligations set forth inparagraph (i) above, at any Purchaser’s request, (A) the Partnership willfurnish to such Purchaser, on the date of the effectiveness of the ShelfRegistration Statement and thereafter from time to time on such dates as suchPurchaser may reasonably request, an opinion of counsel for the Partnershipand, to the extent practicable, a “cold comfort” letter signed by theindependent public accountants who

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have certified the Partnership’s financial statementsincluded or incorporated by reference into the Shelf Registration Statement,and each of the opinion and “cold comfort” letter shall be in customary formand covering substantially the same matters with respect to the ShelfRegistration Statement as have been customarily covered in opinions of issuer’scounsel and accountants’ letters delivered to the underwriters in UnderwrittenOfferings of securities of the Partnership and (B) the Partnership willalso permit legal counsel to such Purchaser to review and comment upon theShelf Registration Statement at least five Business Days prior to its filingwith the Commission and all amendments and supplements thereto (excluding anyfilings made under the Securities Exchange Act of 1934 and incorporated thereinby reference) within a reasonable time period prior to their filing with theCommission and not file any Shelf Registration Statement or amendment orsupplement thereto (excluding any filings made under the Securities ExchangeAct of 1934 and incorporated therein by reference) in a form to which suchPurchaser’s legal counsel reasonably objects.

Each Selling Holder, uponreceipt of notice from the Partnership of the happening of any event of thekind described in subsection (f) of this Section 2.04, shall forthwithdiscontinue disposition of the Registrable Securities until such Selling Holder’sreceipt of the copies of the supplemented or amended prospectus contemplated bysubsection (f) of this Section 2.04 or until it is advised in writing bythe Partnership that the use of the prospectus may be resumed, and has receivedcopies of any additional or supplemental filings incorporated by reference inthe prospectus, and, if so directed by the Partnership, such Selling Holderwill, or will request the managing underwriter or underwriters, if any, todeliver to the Partnership (at the Partnership’s expense) all copies in theirpossession or control, other than permanent file copies then in such SellingHolder’s possession, of the prospectus covering such Registrable Securities currentat the time of receipt of such notice.

Section 2.05                       Cooperationby Holders.  The Partnership shallhave no obligation to include in the Shelf Registration Statement, or in anUnderwritten Offering pursuant to Section 2.02(a), Common Units of aSelling Holder who has failed to timely furnish such information that, in theopinion of counsel to the Partnership, is reasonably required in order for theregistration statement or prospectus supplement, as applicable, to comply withthe Securities Act.

Section 2.06                       Restrictionson Public Sale by Holders of Registrable Securities.  For one year following the Closing Date, eachHolder of Registrable Securities who is included in the Shelf RegistrationStatement agrees not to effect any public sale or distribution of theRegistrable Securities during the 30-day period following completion of anUnderwritten Offering of equity securities by the Partnership (except asprovided in this Section 2.06); *provided,however*, that the duration of the foregoing restrictions shall be nolonger than the duration of the shortest restriction generally imposed by theunderwriters on the officers or directors or any other unitholder of thePartnership on whom a restriction is imposed. In addition, the lock-up provisions in this Section 2.06 shallnot apply with respect to a Holder that (A) owns less than $15 million ofPurchased Units, based on the purchase price per unit under the PurchaseAgreement, (B) has delivered an Opt Out Notice to the Partnership pursuant to Section2.02(a) or (C) has submitted a notice requesting the inclusion ofRegistrable Securities in an Underwritten Offering pursuant to Section2.02(a) but is unable to do so as a result of the priority provisionscontained in Section 2.02(b).

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Section 2.07                       Expenses.

(a)                         Expenses.  The Partnership will pay all reasonableRegistration Expenses as determined in good faith, including, in the case of anUnderwritten Offering, whether or not any sale is made pursuant to suchUnderwritten Offering. Each Selling Holder shall pay all Selling Expenses inconnection with any sale of its Registrable Securities hereunder. In addition,except as otherwise provided in Section 2.08 hereof, the Partnershipshall not be responsible for legal fees incurred by Holders in connection withthe exercise of such Holders’ rights hereunder.

(b)                        CertainDefinitions.  “RegistrationExpenses” means all expenses incident to the Partnership’s performanceunder or compliance with this Agreement to effect the registration ofRegistrable Securities on the Shelf Registration Statement pursuant to Section2.01 or an Underwritten Offering covered under this Agreement, and thedisposition of such securities, including, without limitation, allregistration, filing, securities exchange listing and NASDAQ fees, allregistration, filing, qualification and other fees and expenses of complyingwith securities or blue sky laws (other than fees and expenses of counsel tothe Managing Underwriter in connection with an Underwritten Offering), fees ofthe National Association of Securities Dealers, Inc., fees of transfer agentsand registrars, all word processing, duplicating and printing expenses, anytransfer taxes and the fees and disbursements of counsel and independent publicaccountants for the Partnership, including the expenses of any special auditsor “cold comfort” letters required by or incident to such performance andcompliance.  “Selling Expenses”means all underwriting fees, discounts and selling commissions allocable to thesale of the Registrable Securities.

Section 2.08                       Indemnification.

(a)                         By thePartnership.  In the event of aregistration of any Registrable Securities under the Securities Act pursuant tothis Agreement, the Partnership will indemnify and hold harmless each SellingHolder thereunder, its directors, officers, employees and agents, and eachunderwriter, pursuant to the applicable underwriting agreement with suchunderwriter, of Registrable Securities thereunder and each Person, if any, whocontrols such Selling Holder within the meaning of the Securities Act and theExchange Act, and its directors, officers, employees or agents, against anylosses, claims, damages, expenses or liabilities (including reasonableattorneys’ fees and expenses) (collectively, “Losses”), joint orseveral, to which such Selling Holder, director, officer, employee, agent orunderwriter or controlling Person may become subject under the Securities Act,the Exchange Act or otherwise, insofar as such Losses (or actions orproceedings, whether commenced or threatened, in respect thereof) arise out ofor are based upon any untrue statement or alleged untrue statement of anymaterial fact contained in the Shelf Registration Statement or any otherregistration statement contemplated by this Agreement, any preliminary prospectus,free writing prospectus or final prospectus contained therein, or any amendmentor supplement thereto, or arise out of or are based upon the omission oralleged omission to state therein a material fact required to be stated thereinor necessary to make the statements therein (in the case of a prospectus, inlight of the circumstances under which they were made) not misleading, and willreimburse each such Selling Holder, its directors, officers, employee andagents, each such underwriter and each such controlling Person for any legal orother expenses reasonably incurred by them in connection with investigating ordefending any such Loss or actions or proceedings; *provided, however*, that the Partnership will

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not be liable in any such case if and to the extentthat any such Loss arises out of or is based upon an untrue statement oralleged untrue statement or omission or alleged omission so made in conformitywith information furnished by such Selling Holder, its directors, officers,employees and agents or any underwriter or such controlling Person in writingspecifically for use in the Shelf Registration Statement or such otherregistration statement contemplated by this Agreement, or any preliminaryprospectus, free writing prospectus or final prospectus contained therein, orany amendment or supplement thereto, as applicable. Such indemnity shall remainin full force and effect regardless of any investigation made by or on behalfof such Selling Holder or any such directors, officers, employees agents or anyunderwriter or controlling Person, and shall survive the transfer of suchsecurities by such Selling Holder.

(b)                        By EachSelling Holder.  Each Selling Holderagrees severally and not jointly to indemnify and hold harmless thePartnership, its directors, officers, employees and agents and each Person, ifany, who controls the Partnership within the meaning of the Securities Act orof the Exchange Act, and its directors, officers, employees and agents, to thesame extent as the foregoing indemnity from the Partnership to the SellingHolders, but only with respect to information regarding such Selling Holderfurnished in writing by or on behalf of such Selling Holder expressly forinclusion in the Shelf Registration Statement or any other registration statementcontemplated by this Agreements, or any preliminary prospectus, free writingprospectus or final prospectus contained therein, or any amendment orsupplement thereto; *provided*, thateach such Selling Holder’s obligations under this Section 2.08(b) shall notexceed the net proceeds received by such Selling Holding from the sale ofRegistrable Securities pursuant to the applicable Shelf Registration Statementor other registration statement contemplated by this Agreement, or anypreliminary prospectus, free writing prospectus or final prospectus containedtherein, or any amendment or supplement thereto.

(c)                         Notice.  Promptly after receipt by an indemnifiedparty hereunder of notice of the commencement of any action, such indemnifiedparty shall, if a claim in respect thereof is to be made against theindemnifying party hereunder, notify the indemnifying party in writing thereof,but the omission so to notify the indemnifying party shall not relieve it fromany liability which it may have to any indemnified party other than under this Section2.08.  In any action brought againstany indemnified party, it shall notify the indemnifying party of thecommencement thereof.  The indemnifyingparty shall be entitled to participate in and, to the extent it shall wish, toassume and undertake the defense thereof with counsel reasonably satisfactoryto such indemnified party and, after notice from the indemnifying party to suchindemnified party of its election so to assume and undertake the defensethereof, the indemnifying party shall not be liable to such indemnified partyunder this Section 2.08 for any legal expenses subsequently incurred bysuch indemnified party in connection with the defense thereof other thanreasonable costs of investigation and of liaison with counsel so selected; *provided, however*, that, (i) if theindemnifying party has failed to assume the defense or employ counselreasonably acceptable to the indemnified party or (ii) if the defendants in anysuch action include both the indemnified party and the indemnifying party andcounsel to the indemnified party shall have concluded that there may bereasonable defenses available to the indemnified party that are different fromor additional to those available to the indemnifying party, or if the interestsof the indemnified party reasonably may be deemed to conflict with theinterests of the indemnifying party, then the indemnified party shall have theright to select a separate counsel and to assume such legal defense andotherwise to participate in the defense of such action, with

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the reasonable expenses and fees of such separatecounsel and other reasonable expenses related to such participation to bereimbursed by the indemnifying party as incurred.  Notwithstanding any other provision of this Agreement,no indemnified party shall settle any action brought against it with respect towhich it is entitled to indemnification hereunder without the consent of theindemnifying party, unless the settlement thereof imposes no liability orobligation on, and includes a complete and unconditional release from allliability of, the indemnifying party.

(d)                        Contribution.  If the indemnification provided for in this Section2.08 is held by a court or government agency of competent jurisdiction tobe unavailable to any indemnified party or is insufficient to hold themharmless in respect of any Losses, then each such indemnifying party, in lieuof indemnifying such indemnified party, shall contribute to the amount paid orpayable by such indemnified party as a result of such Loss in such proportionas is appropriate to reflect the relative fault of the indemnifying party onthe one hand and of such indemnified party on the other in connection with thestatements or omissions which resulted in such Losses, as well as any otherrelevant equitable considerations; *provided,however*, that in no event shall such Selling Holder be required tocontribute an aggregate amount in excess of the dollar amount of proceeds (netof Selling Expenses) received by such Selling Holder from the sale ofRegistrable Securities giving rise to such indemnification.  The relative fault of the indemnifying partyon the one hand and the indemnified party on the other shall be determined byreference to, among other things, whether the untrue or alleged untruestatement of a material fact or the omission or alleged omission to state amaterial fact has been made by, or relates to, information supplied by suchparty, and the parties’ relative intent, knowledge, access to information andopportunity to correct or prevent such statement or omission.  The parties hereto agree that it would not bejust and equitable if contributions pursuant to this paragraph were to bedetermined by pro rata allocation or by any other method of allocation whichdoes not take account of the equitable considerations referred to herein.  The amount paid by an indemnified party as aresult of the Losses referred to in the first sentence of this paragraph shallbe deemed to include any legal and other expenses reasonably incurred by suchindemnified party in connection with investigating or defending any Loss whichis the subject of this paragraph. No person guilty of fraudulentmisrepresentation (within the meaning of Section 11(f) of the Securities Act)shall be entitled to contribution from any Person who is not guilty of suchfraudulent misrepresentation.

(e)                         OtherIndemnification.  The provisions ofthis Section 2.08 shall be in addition to any other rights toindemnification or contribution which an indemnified party may have pursuant tolaw, equity, contract or otherwise.

Section 2.09                       Rule 144Reporting.  With a view to makingavailable the benefits of certain rules and regulations of the Commission thatmay permit the sale of the Registrable Securities to the public withoutregistration, the Partnership agrees to use its commercially reasonable effortsto:

(a)                         Make andkeep public information regarding the Partnership available, as those terms areunderstood and defined in Rule 144 under the Securities Act, at all times fromand after the date hereof;

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(b)                        File withthe Commission in a timely manner all reports and other documents required ofthe Partnership under the Securities Act and the Exchange Act at all times fromand after the date hereof; and

(c)                         So longas a Holder owns any Registrable Securities, furnish to such Holder forthwithupon request a copy of the most recent annual or quarterly report of thePartnership, and such other reports and documents so filed as such Holder mayreasonably request in availing itself of any rule or regulation of theCommission allowing such Holder to sell any such securities withoutregistration.

Section 2.10                       Transferor Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securitiesgranted to the Purchasers by the Partnership under this Article II maybe transferred or assigned by any Purchaser to one or more transferee(s) orassignee(s) of such Registrable Securities; *provided,however*, that (a) unless such transferee is an Affiliate or a swapcounterpart of such Purchaser, each such transferee or assignee holdsRegistrable Securities representing at least $15 million  of the Purchased Units, based on the purchaseprice per unit under the Purchase Agreement, (b) the Partnership is givenwritten notice prior to any said transfer or assignment, stating the name andaddress of each such transferee and identifying the securities with respect towhich such registration rights are being transferred or assigned, and (c) eachsuch transferee assumes in writing responsibility for its portion of theobligations of such Purchaser under this Agreement.

Section 2.11                       Limitationon Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without theprior written consent of the Holders of a majority of the outstandingRegistrable Securities, enter into any agreement with any current or futureholder of any securities of the Partnership (other than the General Partner orits Affiliates) that would allow such current or future holder to require thePartnership to include securities in any registration statement filed by thePartnership on a basis that is superior in any way to the piggyback rightsgranted to the Purchasers hereunder.

**ARTICLEIIIMISCELLANEOUS**

Section 3.01                       Communications.  All notices and other communications providedfor or permitted hereunder shall be made in writing by facsimile, electronicmail, courier service or personal delivery:

(a)                         if toPurchaser, to the address set forth in Schedule 8.07 to the Purchase Agreement;

(b)                        if to atransferee of Purchaser, to such Holder at the address provided pursuant to Section2.10 above; and

(c)                         if to thePartnership at Universal Compression Partners, L.P., 4444 Brittmoore Road,Houston, Texas 77041 (facsimile: (713) 335-7867); Attn: General Counsel.

All such notices andcommunications shall be deemed to have been received at the time delivered byhand, if personally delivered; when receipt acknowledged, if sent via facsimileor

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sent via Internetelectronic mail; and when actually received, if sent by courier service or anyother means.

Section 3.02                       Successorand Assigns.  This Agreement shallinure to the benefit of and be binding upon the successors and assigns of eachof the parties, including subsequent Holders of Registrable Securities to theextent permitted herein.

Section 3.03                       Assignmentof Rights.  All or any portion of therights and obligations of any Purchaser under this Agreement may be transferredor assigned by such Purchaser in accordance with Section 2.10 hereof.

Section 3.04                       Recapitalization,Exchanges, Etc. Affecting the Common Units. The provisions of this Agreement shall apply to the full extent setforth herein with respect to any and all units of the Partnership or anysuccessor or assign of the Partnership (whether by merger, consolidation, saleof assets or otherwise) which may be issued in respect of, in exchange for orin substitution of, the Registrable Securities, and shall be appropriatelyadjusted for combinations, unit splits, recapitalizations and the likeoccurring after the date of this Agreement.

Section 3.05                       SpecificPerformance.  Damages in the event ofbreach of this Agreement by a party hereto may be difficult, if not impossible,to ascertain, and it is therefore agreed that each such Person, in addition toand without limiting any other remedy or right it may have, will have the rightto an injunction or other equitable relief in any court of competentjurisdiction, enjoining any such breach, and enforcing specifically the terms andprovisions hereof, and each of the parties hereto hereby waives any and alldefenses it may have on the ground of lack of jurisdiction or competence of thecourt to grant such an injunction or other equitable relief.  The existence of this right will not precludeany such Person from pursuing any other rights and remedies at law or in equitywhich such Person may have.

Section 3.06                       Counterparts.  This Agreement may be executed in any numberof counterparts and by different parties hereto in separate counterparts,including facsimile counterparts, each of which counterparts, when so executedand delivered, shall be deemed to be an original and all of which counterparts,taken together, shall constitute but one and the same Agreement.

Section 3.07                       Headings.  The headings in this Agreement are forconvenience of reference only and shall not limit or otherwise affect themeaning hereof.

Section 3.08                       GoverningLaw.  The Laws of the State of NewYork shall govern this Agreement without regard to principles of conflict ofLaws.

Section 3.09                       Severabilityof Provisions.  Any provision of thisAgreement which is prohibited or unenforceable in any jurisdiction shall, as tosuch jurisdiction, be ineffective to the extent of such prohibition orunenforceability without invalidating the remaining provisions hereof oraffecting or impairing the validity or enforceability of such provision in anyother jurisdiction.

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Section 3.10                       EntireAgreement.  This Agreement isintended by the parties as a final expression of their agreement and intendedto be a complete and exclusive statement of the agreement and understanding ofthe parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises,warranties or undertakings, other than those set forth or referred to hereinwith respect to the rights granted by the Partnership set forth herein.  This Agreement and the Purchase Agreementsupersede all prior agreements and understandings between the parties withrespect to such subject matter.

Section 3.11                       Amendment.  This Agreement may be amended only by meansof a written amendment signed by the Partnership and the Holders of a majorityof the then outstanding Registrable Securities; *provided, however*, that no such amendment shall materiallyand adversely affect the rights of any Holder hereunder without the consent ofsuch Holder.

Section 3.12                       NoPresumption.  If any claim is made bya party relating to any conflict, omission, or ambiguity in this Agreement, nopresumption or burden of proof or persuasion shall be implied by virtue of thefact that this Agreement was prepared by or at the request of a particularparty or its counsel.

Section 3.13                       Aggregationof Purchased Units.  All PurchasedUnits held or acquired by Persons who are Affiliates of one another shall beaggregated together for the purpose of determining the availability of anyrights under this Agreement.

Section 3.14                       ObligationsLimited to Parties to Agreement. Each of the Parties hereto covenants, agrees and acknowledges that noPerson other than the Purchasers shall have any obligation hereunder and that,notwithstanding that one or more of the Purchasers may be a corporation,partnership or limited liability company, no recourse under this Agreement orunder any documents or instruments delivered in connection herewith ortherewith shall be had against any former, current or future director, officer,employee, agent, general or limited partner, manager, member, stockholder orAffiliate of any of the Purchaser or any former, current or future director,officer, employee, agent, general or limited partner, manager, member,stockholder or Affiliate of any of the foregoing, whether by the enforcement ofany assessment or by any legal or equitable proceeding, or by virtue of anyapplicable Law, it being expressly agreed and acknowledged that no personalliability whatsoever shall attach to, be imposed on or otherwise by incurred byany former, current or future director, officer, employee, agent, general orlimited partner, manager, member, stockholder or Affiliate of any of thePurchasers or any former, current or future director, officer, employee, agent,general or limited partner, manager, member, stockholder or Affiliate of any ofthe foregoing, as such, for any obligations of the Purchasers under thisAgreement or any documents or instruments delivered in connection herewith ortherewith or for any claim based on, in respect of or by reason of suchobligation or its creation, except in each case for any assignee of a Purchaserhereunder.

Section 3.15                       Interpretation.  Article and Section references to thisAgreement, unless otherwise specified. All references to instruments, documents, contracts and agreements arereferences to such instruments, documents, contracts and agreements as the samemay be amended, supplemented and otherwise modified from time to time, unlessotherwise specified. The word “including” shall mean “including but not limitedto.” Whenever any determination,

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consent or approval is to be made or given by aPurchaser under this Agreement, such action shall be in such Purchaser’s solediscretion unless otherwise specified.

***[Signature pages tofollow]***

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IN WITNESS WHEREOF, theParties hereto execute this Agreement, effective as of the date first abovewritten.
|                                                     | **UNIVERSAL  COMPRESSION PARTNERS, L.P.** |
|-----------------------------------------------------|-------------------------------------------|
| ** **                                          | ** **                                |
|                                                | By:                                       | UCO General  Partner, LP, |
|                                                | * *                                  | *its  General Partner* |
|                                                | * *                                  | * * |
|                                                | By:                                       | UCO GP, LLC, |
|                                                | * *                                  | *its  General Partner* |
|                                                | * *                                  | * * |
|                                                | * *                                  | * * |
|                                                | By:                                       | /s/ Daniel K.  Schlanger |   |
|                                                | Name:                                     | Daniel K. Schlanger |
|                                                | Title:                                    | Senior Vice President and Chief Financial Officer |
| * *                                            |
| *[Signature Page to Registration Rights Agreement]* |

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** **
|                                                     | **TORTOISE ENERGY CAPITAL** |
|-----------------------------------------------------|-----------------------------|
| ** **                                          | **CORPORATION**             |
| ** **                                          | ** **                  |
| ** **                                          | ** **                  |
|                                                | By:                         | /s/ Zachary A. Hamel |   |
|                                                | Name:                       | Zachary A. Hamel |
|                                                | Title:                      | Senior Vice  President |
|                                                |
| *[Signature Page to Registration Rights Agreement]* |

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** **
|                                                     | **TORTOISE ENERGY INFRASTRUCTURE** |
|-----------------------------------------------------|------------------------------------|
| ** **                                          | **CORPORATION**                    |
|                                                |
|                                                |
|                                                | By:                                | /s/ Zachary A. Hamel |   |
|                                                | Name:                              | Zachary A. Hamel |
|                                                | Title:                             | Senior Vice  President |
|                                                |
| *[Signature Page to Registration Rights Agreement]* |

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** **
|                                                     | **KAYNE ANDERSON MLP INVESTMENT** |
|-----------------------------------------------------|-----------------------------------|
| ** **                                          | **COMPANY**                       |
| ** **                                          | ** **                        |
| ** **                                          | ** **                        |
|                                                | By:                               | /s/ James Baker |   |
|                                                | Name:                             | James Baker |
|                                                | Title:                            | Vice President |
|                                                |
| *[Signature Page to Registration Rights Agreement]* |

 

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|                                                     | **KAYNE  ANDERSON ENERGY TOTAL** |
|-----------------------------------------------------|----------------------------------|
|                                                | **RETURN  FUND, INC.**           |
|                                                | ** **                       |
|                                                | ** **                       |
|                                                | By:                              | /s/ James Baker |   |
|                                                | Name:                            | James Baker |
|                                                | Title:                           | Vice President |
|                                                |
| *[Signature Page to Registration Rights Agreement]* |

 

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|                                                     | **STRUCTURED  FINANCE AMERICAS, LLC** |
|-----------------------------------------------------|---------------------------------------|
|                                                |
|                                                |
|                                                | By:                                   | /s/ Suriel Harianni |   |
|                                                | Name:                                 | Suriel Harianni |
|                                                | Title:                                | Director |
|                                                |
|                                                |
|                                                | By:                                   | /s/ Andrea Leung |   |
| :                                                   | Name                                  | Andrea Leung |
|                                                | Title:                                | Managing  Director |
|                                                |
| *[Signature Page to Registration Rights Agreement]* |

                                                                                                                                                                                                                                                                                                     

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|                                                     | **ROYAL  BANK OF CANADA**            |
|-----------------------------------------------------|--------------------------------------|
| ** **                                          | **by its  agent**                    |
| ** **                                          | **RBC  Capital Markets Corporation** |
| ** **                                          |
| ** **                                          |
|                                                | By:                                  | /s/ Josef Muskatel |   |
|                                                | Name:                                | Josef Muskatel |
|                                                | Title:                               | Director and  Senior Counsel |
|                                                |
|                                                |
|                                                | By:                                  | /s/ David Weiner |   |
|                                                | Name:                                | David Weiner |
|                                                | Title:                               | Managing Director |
|                                                |
| *[Signature Page to Registration Rights Agreement]* |

 

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|                                                     | **LB I  GROUP INC.** |
|-----------------------------------------------------|----------------------|
| ** **                                          | ** **           |
| ** **                                          | ** **           |
|                                                | By:                  | /s/ Eric Salzman |   |
|                                                | Name:                | Eric Salzman |
|                                                | Title:               | Managing  Director |
|                                                |
| *[Signature Page to Registration Rights Agreement]* |

 

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|                                                     | **KIDRON  CAPITAL LLC** |
|-----------------------------------------------------|-------------------------|
| ** **                                          | ** **              |
| ** **                                          | ** **              |
|                                                | By:                     | /s/ Charles Webster |   |
|                                                | Name:                   | Charles Webster |
|                                                | Title:                  | Managing Member |
|                                                |
| *[Signature Page to Registration Rights Agreement]* |

 

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