UNIVERSAL COMPRESSION HOLDINGS INC
PURCHASE AGREEMENT - DATED OCTOBER 16, 2001
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>9
<FILENAME>h91556ex10-5.txt
<DESCRIPTION>PURCHASE AGREEMENT - DATED OCTOBER 16, 2001
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.5


                      BRL UNIVERSAL EQUIPMENT 2001 A, L.P.

                          BRL UNIVERSAL EQUIPMENT CORP.

                                  $100,000,000

                      8 7/8% SENIOR SECURED NOTES DUE 2008

                               PURCHASE AGREEMENT


                                                                October 16, 2001

DEUTSCHE BANC ALEX. BROWN INC.
FIRST UNION SECURITIES, INC.
BANC ONE CAPITAL MARKETS, INC.
SCOTIA CAPITAL (USA) INC.
c/o     Deutsche Banc Alex. Brown Inc.
        130 Liberty Street
        New York, New York  10006

Ladies and Gentlemen:

                  BRL Universal Equipment 2001 A, L.P., a Delaware limited
partnership ("BRL"), and BRL Universal Equipment Corp., a Delaware corporation
("BRLC" and together with BRL the "Issuers"), hereby confirm their agreement
with you (the "Initial Purchasers"), as set forth below.

                  1. The Securities. Subject to the terms and conditions herein
contained, the Issuers propose to issue and sell to the Initial Purchasers
$100,000,000 aggregate principal amount of their 8-7/8% Secured Notes due 2008,
Series A (the "Notes"). The Notes are to be issued under an indenture dated as
of February 9, 2001, as supplemented by a First Supplemental Indenture dated
September 11, 2001 (the "Indenture") by and among the Issuers and The Bank of
New York, as Trustee (the "Trustee").

                  The Notes will be offered and sold to the Initial Purchasers
without being registered under the Securities Act of 1933, as amended (the
"Act"), in reliance on exemptions therefrom.


<PAGE>

                                      -2-

                  In connection with the sale of the Notes, the Issuers and
Universal Compression, Inc., a Texas corporation (the "Company"), have prepared
an offering memorandum dated the date hereof (the "Memorandum") setting forth or
including a description of the terms of the Notes, the terms of the offering of
the Notes, a description of the Issuers, the Company and any material
developments relating to the Issuers and the Company occurring after the date of
the most recent historical financial statements included therein.

                  The Initial Purchasers and their direct and indirect
transferees of the Notes will be entitled to the benefits of the Registration
Rights Agreement, substantially in the form attached hereto as Exhibit A (the
"Registration Rights Agreement"), pursuant to which the Issuers, the Company and
Universal Compression Holdings, Inc., a Delaware corporation ("UCH"), have
agreed, among other things, to file a registration statement (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission")
registering the Notes or the Exchange Notes (as defined in the Registration
Rights Agreement) under the Act.

                  The Notes are being issued in connection with (i) BRL
borrowing approximately $18,300,000 (the "BRL Term Loan") under the Tranche B
Loan Agreement (as amended, the "BRL Term Loan Agreement") and (ii) the issuance
by BRL of limited partnership interests (the "Partnership Contribution") for
aggregate consideration of $3,737,500 pursuant to Amendment No. 2 to the First
Amended and Restated Agreement of Limited Partnership of BRL Universal Equipment
2001 A, L.P. (the "Partnership Agreement"). BRL will apply the proceeds from the
issuance of the Notes, the BRL Term Loan and the Partnership Contribution to
acquire at least $122,000,000 of appraised value of domestic gas compression
equipment (the "Equipment") from the Company. Contemporaneously with the
acquisition of the Equipment, BRL will lease the Equipment to the Company
pursuant to an Equipment Lease Agreement dated February 9, 2001, as amended by a
First Amendment to Equipment Lease Agreement dated October 15, 2001 (the
"Lease"), between BRL and the Company and also enter into a First Amended and
Restated Participation Agreement (the "Participation Agreement"), dated October
15, 2001, among BRL, the Company, the Trustee and the other parties thereto. The
BRL Term Loan Agreement, the Partnership Agreement, the Lease and the
Participation Agreement are collectively referred to herein as the "Transaction
Documents."

                  2. Representations and Warranties. Each Issuer, severally and
jointly, represents and warrants to and agrees with each of the Initial
Purchasers that:

                  (a) Neither the Memorandum nor any amendment or supplement
         thereto as of the date thereof and at all times subsequent thereto up
         to the Closing Date contained or contains any untrue statement of a
         material fact or omitted or omits to state a material fact necessary to
         make the statements therein, in the light of the circumstances under


<PAGE>

                                      -3-

         which they were made, not misleading, except that the representations
         and warranties set forth in this Section 2(a) do not apply to
         statements or omissions made in reliance upon and in conformity with
         information relating to any of the Initial Purchasers furnished to the
         Issuers in writing by the Initial Purchasers expressly for use in the
         Memorandum or any amendment or supplement thereto.

                  (b) As of June 30, 2001, BRL had the authorized, issued and
         outstanding capitalization set forth in the Memorandum under the
         "Capitalization of BRL" table; as of the Closing Date, all of the
         outstanding partnership interests of BRL as of the Closing Date will be
         duly authorized and validly issued, are fully paid and nonassessable
         and were not issued in violation of any preemptive or similar rights of
         any securityholders of the Issuers; except as set forth in the
         Memorandum, all of the outstanding partnership interests of BRL will be
         free and clear of all liens, encumbrances, equities and claims or
         restrictions on transferability (other than those imposed by the Act
         and the securities or "Blue Sky" laws of certain jurisdictions and
         other than pursuant to the terms of the Partnership Agreement) or
         voting; except as set forth in the Memorandum, there are no (i)
         options, warrants or other rights to purchase, (ii) agreements or other
         obligations to issue or (iii) other rights to convert any obligation
         into, or exchange any securities for, partnership interests of BRL
         outstanding. BRL does not own, directly or indirectly, any shares of
         capital stock or any other equity or long-term debt securities or have
         any equity interest in any firm, partnership, joint venture or other
         entity other than 100% of the capital stock of BRLC.

                  (c) Each Issuer is duly organized, validly existing and in
         good standing under the laws of its jurisdiction of organization and
         has all requisite partnership or corporate power and authority to own
         its properties and conduct its business as now conducted and as
         described in the Memorandum; each Issuer is duly qualified to do
         business as a foreign corporation in good standing in all other
         jurisdictions where the ownership or leasing of its properties or the
         conduct of its business requires such qualification, except where the
         failure to be so qualified would not, individually or in the aggregate,
         have a material adverse effect on the business, condition (financial or
         otherwise) or results of operations of the Issuers, taken as a whole
         (any such event, a "Material Adverse Effect").

                  (d) Each Issuer has all requisite corporate power and
         authority to execute, deliver and perform each of its obligations under
         the Notes, the Exchange Notes and the Private Exchange Notes (as
         defined in the Registration Rights Agreement). The Notes, when issued,
         will be in the form contemplated by the Indenture. The Notes, the
         Exchange Notes and the Private Exchange Notes have each been duly and
         validly authorized by each Issuer and, when executed by each Issuer and
         authenticated by the Trustee in accordance with the provisions of the
         Indenture and, in the case of the


<PAGE>

                                      -4-

         Notes, when delivered to and paid for by the Initial Purchasers in
         accordance with the terms of this Agreement, will constitute valid and
         legally binding obligations of the Issuers, entitled to the benefits of
         the Indenture, and enforceable against the Issuers in accordance with
         their terms, except that the enforcement thereof may be subject to (i)
         bankruptcy, insolvency, reorganization, moratorium or other similar
         laws now or hereafter in effect relating to creditors' rights
         generally, and (ii) general principles of equity and the discretion of
         the court before which any proceeding therefor may be brought.

                  (e) Each Issuer has all requisite partnership or corporate
         power and authority to execute, deliver and perform its obligations
         under the Indenture. The Indenture has been qualified under the Trust
         Indenture Act of 1939, as amended (the "TIA"). The Indenture has been
         duly and validly authorized by each Issuer and, when executed and
         delivered by each Issuer (assuming the due authorization, execution and
         delivery by the Trustee), will constitute a valid and legally binding
         agreement of each Issuer, enforceable against each Issuer in accordance
         with its terms, except that the enforcement thereof may be subject to
         (i) bankruptcy, insolvency, reorganization, moratorium or other similar
         laws now or hereafter in effect relating to creditors' rights generally
         and (ii) general principles of equity and the discretion of the court
         before which any proceeding therefor may be brought.

                  (f) Each Issuer has all requisite partnership or corporate
         power and authority to execute, deliver and perform its obligations
         under the Registration Rights Agreement. The Registration Rights
         Agreement has been duly and validly authorized by each Issuer and, when
         executed and delivered by each Issuer, will constitute a valid and
         legally binding agreement of each Issuer enforceable against each
         Issuer in accordance with its terms, except that (A) the enforcement
         thereof may be subject to (i) bankruptcy, insolvency, reorganization,
         moratorium or other similar laws now or hereafter in effect relating to
         creditors' rights generally and (ii) general principles of equity and
         the discretion of the court before which any proceeding therefor may be
         brought and (B) any rights to indemnity or contribution thereunder may
         be limited by federal and state securities laws and public policy
         considerations.

                  (g) Each Issuer has all requisite corporate or partnership
         power and authority to execute, deliver and perform its obligations
         under this Agreement, each of the Transaction Documents (to the extent
         a party thereto) and to consummate the transactions contemplated hereby
         and thereby. This Agreement, each of the Transaction Documents and the
         consummation by the Issuers of the transactions contemplated hereby and
         thereby have been duly and validly authorized by the Issuers (to the
         extent a party thereto). This Agreement and each of the Transaction
         Documents have been duly executed and delivered by the Issuers, to the
         extent a party thereto. Each Trans-



<PAGE>

                                      -5-

         action Document will constitute a valid and legally binding agreement
         of BRL, enforceable against BRL in accordance with its terms, except
         that (A) the enforcement thereof may be subject to (i) bankruptcy,
         insolvency, reorganization, moratorium or other similar laws now or
         hereafter in effect relating to creditors' rights generally and (ii)
         general principles of equity and the discretion of the court before
         which any proceeding therefor may be brought and (B) any rights to
         indemnity or contribution thereunder may be limited by federal and
         state securities laws and public policy considerations.

                  (h) No consent, approval, authorization or order of any court
         or governmental agency or body, or third party is required for the
         issuance and sale by the Issuers of the Notes to the Initial Purchasers
         or the consummation by the Issuers of each of the Transaction Documents
         and the other transactions contemplated hereby and thereby, except such
         as have been obtained and such as may be required under state
         securities or "Blue Sky" laws in connection with the purchase and
         resale of the Notes by the Initial Purchasers, or except as would not
         reasonably be expected to, individually or in the aggregate, have a
         Material Adverse Effect. Neither Issuer is (i) in violation of its
         organizational documents, (ii) in breach or violation of any statute,
         judgment, decree, order, rule or regulation applicable to it or any of
         its properties or assets, except for any such breach or violation which
         would not be reasonably expected to, individually or in the aggregate,
         have a Material Adverse Effect, or (iii) in breach of or default under
         (nor has any event occurred which, with notice or passage of time or
         both, would constitute a default under) or in violation of any of the
         terms or provisions of any indenture, mortgage, deed of trust, loan
         agreement, note, lease, license, franchise agreement, permit,
         certificate, contract or other agreement or instrument to which it is a
         party or to which it or any of its properties or assets is subject
         (collectively, "Contracts"), except for any such breach, default,
         violation or event which would not reasonably be expected to,
         individually or in the aggregate, have a Material Adverse Effect.

                  (i) The execution, delivery and performance by the Issuers of
         this Agreement, the Indenture, the Registration Rights Agreement and
         each of the Transaction Documents (to the extent a party thereto) and
         the consummation by the Issuers of the transactions contemplated hereby
         and thereby (including, without limitation, the issuance and sale of
         the Notes to the Initial Purchasers) will not conflict with or
         constitute or result in a breach of or a default under (or an event
         which with notice or passage of time or both would constitute a default
         under) or violation of any of (i) the terms or provisions of any
         Contract, except for any such breach, default, violation or event which
         would not reasonably be expected to, individually or in the aggregate,
         have a Material Adverse Effect, (ii) the organizational documents of
         the Issuers, or (iii) (assuming


<PAGE>


                                      -6-

         compliance with all applicable state securities or "Blue Sky" laws and
         assuming the accuracy of the representations and warranties of the
         Initial Purchasers in Section 8 hereof) any statute, judgment, decree,
         order, rule or regulation applicable to the Issuers or any of their
         respective properties or assets, except for any such conflict, breach,
         default or violation which would not reasonably be expected,
         individually or in the aggregate, to have a Material Adverse Effect.

                  (j) The audited consolidated balance sheet of the Issuers
         included in the Memorandum or incorporated by reference therein present
         fairly in all material respects the financial position of the Issuers
         at March 31, 2001 and has been prepared in accordance with generally
         accepted accounting principles applied on a consistent basis, except as
         otherwise stated therein. The Issuers have no reason to believe that
         the financial statements in the Memorandum relating to Enterra
         Compression Company, Weatherford Compression and Global Compression
         Holdings, Inc. do not present fairly in all material respects the
         information shown therein and have not been prepared and compiled on a
         basis consistent with the audited financial statements included
         therein, except as otherwise stated therein. Deloitte & Touche LLP,
         and, to the knowledge of the Issuers, Arthur Andersen LLP and KPMG LLP
         (the "Independent Accountants") are independent public accounting firms
         within the meaning of the Act and the rules and regulations promulgated
         thereunder.

                  (k) The pro forma financial statements (including the notes
         thereto) and the other pro forma financial information included in the
         Memorandum (i) comply as to form in all material respects with the
         applicable requirements of Regulation S-X promulgated under the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii)
         have been prepared in all material respects in accordance with the
         Commission's rules and guidelines with respect to pro forma financial
         statements, and (iii) have been properly computed on the bases
         described therein; the assumptions used in the preparation of the pro
         forma financial data and other pro forma financial information included
         in the Memorandum are reasonable and the adjustments used therein are
         appropriate in all material respects to give effect to the transactions
         or circumstances referred to therein.

                  (l) There is not pending or, to the knowledge of the Issuers,
         threatened any action, suit, proceeding, inquiry or investigation to
         which either Issuer is a party, or to which the property or assets of
         either Issuer are subject, before or brought by any court, arbitrator
         or governmental agency or body which would reasonably be expected to
         have, individually or in the aggregate, a Material Adverse Effect or
         which seeks to restrain, enjoin, prevent the consummation of or
         otherwise challenge the issuance or sale of the Notes to be sold
         hereunder or the consummation of the other transactions described in
         the Memorandum.

<PAGE>

                                      -7-

                  (m) To the knowledge of the Issuers, each Issuer possesses all
         licenses, permits, certificates, consents, orders, approvals and other
         authorizations from, and has made all declarations and filings with,
         all federal, state, local and other governmental authorities, all
         self-regulatory organizations and all courts and other tribunals,
         presently required or necessary to own or lease, as the case may be,
         and to operate its properties and to carry on its businesses as now or
         proposed to be conducted as set forth in the Memorandum ("Permits"),
         except where the failure to obtain such Permits would not reasonably be
         expected to, individually or in the aggregate, have a Material Adverse
         Effect; each Issuer has fulfilled and performed all of its obligations
         with respect to such Permits and no event has occurred which allows, or
         after notice or lapse of time would allow, revocation or termination
         thereof or results in any other material impairment of the rights of
         the holder of any such Permit, except where such revocation,
         termination or impairment would not reasonably be expected to,
         individually or in the aggregate, result in a Material Adverse Effect;
         no Issuer has received any notice of any proceeding relating to
         revocation or modification of any such Permit, except as described in
         the Memorandum and except where such revocation or modification would
         not reasonably be expected to, individually or in the aggregate, have a
         Material Adverse Effect.

                  (n) Since the date of the most recent financial statements of
         the Issuers appearing or incorporated by reference in the Memorandum,
         except as described in the Memorandum, (i) neither Issuer has incurred
         any liabilities or obligations, direct or contingent, or entered into
         or agreed to enter into any transactions or contracts (written or oral)
         not in the ordinary course of business which liabilities, obligations,
         transactions or contracts would, individually or in the aggregate, be
         material to the business, condition (financial or otherwise), or
         results of operations of either Issuer, (ii) neither Issuer has
         purchased any of its outstanding capital stock or declared, paid or
         otherwise made any dividend or distribution of any kind on its capital
         stock and (iii) except as described in the Memorandum, there shall not
         have been any change in the capital stock or long-term indebtedness of
         either Issuer.

                  (o) Each Issuer has filed all necessary federal, state and
         foreign income and franchise tax returns, except where the failure to
         so file such returns would not reasonably be expected to, individually
         or in the aggregate, have a Material Adverse Effect, and has paid all
         taxes shown due with respect to the periods covered by such returns;
         there is no tax deficiency that has been asserted against either
         Issuer.

                  (p) Neither Issuer nor any agent acting on its behalf has
         taken or will take any action that would cause this Agreement or the
         sale of the Notes to violate Regulation T, U or X of the Board of
         Governors of the Federal Reserve System, in each case as in effect, or
         as the same may hereafter be in effect, on the Closing Date.


<PAGE>

                                      -8-

                  (q) BRL has good and marketable title to all real property or
         good title to all personal property described in the Memorandum as
         being owned by it free and clear of all liens, charges, encumbrances or
         restrictions, except as described in the Memorandum or as permitted by
         the Lease. All leases, contracts and agreements material to BRL's
         business to which BRL is a party or by which it is bound are valid and
         enforceable against BRL, and are valid and enforceable against the
         other party or parties thereto and are in full force and effect.

                  (r) There are no legal or governmental proceedings involving
         or affecting either Issuer or any of their respective properties or
         assets which would be required to be described in a prospectus pursuant
         to the Act that are not described in the Memorandum, nor are there any
         material contracts or other documents which would be required to be
         described in a prospectus pursuant to the Act that are not described in
         the Memorandum.

                  (s) Except as described in the Memorandum and except as would
         not, individually or in the aggregate, reasonably be expected to have a
         Material Adverse Effect, (A) neither of the Issuers is in violation of
         any federal, state, local or foreign statute, law, rule, regulation,
         ordinance, code, policy or rule of common law or any judicial or
         administrative interpretation thereof, including any judicial or
         administrative order, consent decree or judgment, relating to pollution
         or protection of human health, the environment (including, without
         limitation, ambient air, indoor air, surface water, groundwater, land
         surface or subsurface strata), natural resources or wildlife,
         including, without limitation, laws and regulations relating to the
         release or threatened release of chemicals, pollutants, contaminants,
         wastes, toxic substances, hazardous substances, hazardous materials,
         petroleum (including petroleum products, constituents or wastes)
         (collectively, "Hazardous Materials") or to the manufacture,
         processing, distribution, use, generation, treatment, storage,
         disposal, transport or handling of Hazardous Materials (collectively,
         "Environmental Laws"), (B) each of the Issuers has all permits,
         authorizations and approvals required under applicable Environmental
         Laws and each is in compliance with their requirements, (C) there are
         no pending or threatened administrative, regulatory or judicial
         actions, suits, demands, demand letters, claims, liens, notices of
         noncompliance or violation, investigations or proceedings relating to
         any Environmental Law against either of the Issuers and (D) there are
         no events or circumstances that might reasonably be expected to form
         the basis of an order for investigation, cleanup or remediation in an
         action, suit or proceeding by any private party or governmental body or
         agency against or affecting either of the Issuers relating to Hazardous
         Materials or Environmental Laws.


<PAGE>

                                      -9-

                  (t) BRLC has no assets or liabilities other than in connection
         with the issuance of the Notes to be issued as contemplated by this
         Agreement and the 8-7/8% Senior Secured Notes due 2008 as issued on
         February 9, 2001.

                  (u) Each Issuer (i) makes and keeps books and records which,
         in reasonable detail, accurately and fairly reflect the transactions
         and disposition of assets of such Issuer and (ii) maintains internal
         accounting controls which provide reasonable assurance that (A)
         transactions are executed in accordance with management's
         authorization, (B) transactions are recorded as necessary to permit
         preparation of its financial statements and to maintain accountability
         for its assets, (C) access to its assets is permitted only in
         accordance with management's general or specific authorization and (D)
         the reported accountability for its assets is compared with existing
         assets at reasonable intervals.

                  (v) Neither Issuer will be an "investment company" or
         "promoter" or "principal underwriter" for an "investment company," as
         such terms are defined in the Investment Company Act of 1940, as
         amended, and the rules and regulations thereunder.

                  (w) The Notes, the Indenture, the Registration Rights
         Agreement and each of the Transaction Documents will conform in all
         material respects to the descriptions thereof in the Memorandum.

                  (x) No holder of securities of either Issuer will be entitled
         to have such securities registered under the registration statements
         required to be filed by the Issuers and the Company pursuant to the
         Registration Rights Agreement other than as expressly permitted
         thereby.

                  (y) Immediately after the consummation of the transactions
         contemplated by this Agreement, the fair value and present fair
         saleable value of the assets of BRL will exceed the sum of its stated
         liabilities and identified contingent liabilities; BRL is not nor will
         BRL be, after giving effect to the execution, delivery and performance
         of this Agreement and the consummation of the transactions contemplated
         hereby, (a) left with unreasonably small capital with which to carry on
         its business as it is proposed to be conducted, (b) unable to pay its
         debts (contingent or otherwise) as they mature or (c) otherwise
         insolvent.

                  (z) Neither Issuer or any of its Affiliates (as defined in
         Rule 501(b) of Regulation D under the Act) have directly, or through
         any agent, (i) sold, offered for sale, solicited offers to buy or
         otherwise negotiated in respect of any "security" (as defined in the
         Act) which is or could be integrated with the sale of the Notes in a
         manner that would require the registration under the Act of the Notes
         or (ii) engaged in any form of


<PAGE>

                                      -10-

         general solicitation or general advertising (as those terms are used in
         Regulation D under the Act) in connection with the offering of the
         Notes or in any manner involving a public offering within the meaning
         of Section 4(2) of the Act. Assuming the accuracy of the
         representations and warranties of the Initial Purchasers in Section 8
         hereof, it is not necessary in connection with the offer, sale and
         delivery of the Notes to the Initial Purchasers in the manner
         contemplated by this Agreement to register any of the Notes under the
         Act or to qualify the Indenture under the TIA.

                  (aa) No securities of either Issuer are of the same class
         (within the meaning of Rule 144A under the Act) as the Notes and listed
         on a national securities exchange registered under Section 6 of the
         Exchange Act, or quoted in a U.S. automated inter-dealer quotation
         system.

                  (bb) Neither Issuer has taken, nor will it take, directly or
         indirectly, any action designed to, or that might be reasonably
         expected to, cause or result in stabilization or manipulation of the
         price of the Notes.

                  (cc) Neither Issuer nor any of their Affiliates or any person
         acting on its or their behalf (other than the Initial Purchasers) has
         engaged in any directed selling efforts (as that term is defined in
         Regulation S under the Act ("Regulation S")) with respect to the Notes;
         the Issuers and their respective Affiliates and any person acting on
         their behalf (other than the Initial Purchasers) have complied with the
         offering restrictions requirement of Regulation S.

                  (dd) BRL has delivered to counsel to the Initial Purchasers a
         true and correct copy of each of the Transaction Documents that have
         been executed and delivered prior to the date of this Agreement and
         each other Transaction Document in the form substantially as it will be
         executed and delivered on or prior to the Closing Date, together with
         all related agreements and all material schedules and exhibits thereto,
         and there shall have been no amendments, alterations, modifications or
         waivers of any of the provisions of any of the Transaction Documents
         since their respective dates of execution or from the form in which it
         has been delivered to the Initial Purchasers, other than any such
         amendments, alterations, modifications and waivers as to which the
         Initial Purchasers have been advised would not be required to be
         disclosed in the Memorandum; there exists no event or condition which
         would constitute a default or an event of default under any of the
         Transaction Documents.

                  (ee) The provisions of the Participation Agreement are
         effective to create in favor of the Collateral Agent (as defined in the
         Participation Agreement), for the ratable benefit of the Trustee acting
         on behalf of the holders of Notes and the existing notes and the
         lenders under the BRL Term Loan Agreement, a legal, valid and

<PAGE>

                                      -11-

         enforceable security interest in all right, title and interest of BRL
         in the Lessor Collateral (as defined in the Participation Agreement),
         and the filing of the financing statements executed by BRL 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 constituting Lessor Collateral are located perfects such
         security interest in the Lessor Collateral, subject to no liens other
         than those permitted under the Participation Agreement; and the
         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.

                  Any certificate signed by any officer of an Issuer and
delivered to any Initial Purchaser or to counsel for the Initial Purchasers
shall be deemed a joint and several representation and warranty by such Issuer
to each Initial Purchaser as to the matters covered thereby.

                  3. Purchase, Sale and Delivery of the Notes. On the basis of
the representations, warranties, agreements and covenants herein contained and
subject to the terms and conditions herein set forth, the Issuers agree to issue
and sell to the Initial Purchasers, and the Initial Purchasers, acting severally
and not jointly, agree to purchase the Notes in the respective amounts set forth
on Schedule 1 hereto, from the Issuers at 98.49% of their principal amount
(which amount is equal to 98.0% of the gross proceeds to be received by the
Initial Purchasers upon their resale of the Notes to investors). One or more
certificates in definitive form for the Notes that the Initial Purchasers have
agreed to purchase hereunder, and in such denomination or denominations and
registered in such name or names as the Initial Purchasers request upon notice
to the Issuers at least 36 hours prior to the Closing Date, shall be delivered
by or on behalf of the Issuers to the Initial Purchasers, against payment by or
on behalf of the Initial Purchasers of the purchase price therefor by wire
transfer (same day funds), to such account or accounts as the Issuers shall
specify prior to the Closing Date, or by such means as the parties hereto shall
agree prior to the Closing Date. Such delivery of and payment for the Notes
shall be made at the offices of Gardere Wynne Sewell LLP, 1000 Louisiana, Suite
3400, Houston, TX 77002, at 9:00 A.M., Houston time, on October 23, 2001, or at
such other place, time or date as the Initial Purchasers, on the one hand, and
the Issuers, on the other hand, may agree upon, such time and date of delivery
against payment being herein referred to as the "Closing Date." The Issuers will
make such certificate or certificates for the Notes available for checking and
packaging by the Initial Purchasers at the offices of Deutsche Banc Alex. Brown
Inc. in New York, New York, or at such other place as Deutsche Banc Alex. Brown
Inc. may designate, at least 24 hours prior to the Closing Date.

                  4. Offering by the Initial Purchasers. The Initial Purchasers
propose to make an offering of the Notes at the price and upon the terms set
forth in the Memorandum, as soon as practicable after this Agreement is entered
into and as in the judgment of the Initial Purchasers is advisable.


<PAGE>

                                      -12-

                  5. Covenants of the Issuers. The Issuers covenant and agree,
jointly and severally, with each of the Initial Purchasers that:

                  (a) The Issuers will not amend or supplement the Memorandum or
         any amendment or supplement thereto of which the Initial Purchasers
         shall not previously have been advised and furnished a copy for a
         reasonable period of time prior to the proposed amendment or supplement
         and as to which the Initial Purchasers shall reasonably object to in
         writing; any objection to such amendment or supplement shall be made
         within two business days after receiving a draft copy thereof. The
         Issuers will promptly, upon the reasonable request of the Initial
         Purchasers or counsel for the Initial Purchasers, make any amendments
         or supplements to the Memorandum that may be necessary or advisable in
         connection with the resale of the Notes by the Initial Purchasers.

                  (b) Each of the Issuers will cooperate with the Initial
         Purchasers in arranging for the qualification of the Notes for offering
         and sale under the securities or "Blue Sky" laws of such jurisdictions
         as the Initial Purchasers may designate and will continue such
         qualifications in effect for as long as may be necessary to complete
         the distribution of the Notes; provided, however, that in connection
         therewith neither of the Issuers shall be required to qualify as a
         foreign corporation or to execute a general consent to service of
         process in any jurisdiction or subject itself to taxation in excess of
         a nominal dollar amount in any such jurisdiction where it is not then
         so subject.

                  (c) If, at any time prior to the completion of the
         distribution by the Initial Purchasers of the Notes or the Private
         Exchange Notes, any event occurs or information becomes known as a
         result of which the Memorandum as then amended or supplemented would
         include any untrue statement of a material fact, or omit to state a
         material fact necessary to make the statements therein, in the light of
         the circumstances under which they were made, not misleading, or if for
         any other reason it is necessary at any time to amend or supplement the
         Memorandum to comply with applicable law, the Issuers will promptly
         notify the Initial Purchasers thereof and will prepare, at the expense
         of the Issuers, an amendment or supplement to the Memorandum that
         corrects such statement or omission or effects such compliance.

                  (d) The Issuers will, without charge, provide to the Initial
         Purchasers and to counsel for the Initial Purchasers as many copies of
         the Memorandum or any amendment or supplement thereto as the Initial
         Purchasers may reasonably request.

                  (e) The Issuers will apply the net proceeds from the sale of
         the Notes as set forth under "Use of Proceeds" in the Memorandum.

<PAGE>

                                      -13-

                  (f) For a period of one year after the Closing Date, the
         Issuers will furnish to the Initial Purchasers copies of all reports
         and other communications (financial or otherwise) furnished by the
         Issuers to the Trustee or to the holders of the Notes and, as soon as
         available, copies of any reports or financial statements furnished to
         or filed by the Issuers with the Commission or any national securities
         exchange on which any class of securities of the Issuers may be listed.

                  (g) None of the Issuers or any of their respective Affiliates
         will sell, offer for sale or solicit offers to buy or otherwise
         negotiate in respect of any "security" (as defined in the Act) which
         could be integrated with the sale of the Notes in a manner which would
         require the registration under the Act of the Notes.

                  (h) The Issuers will not engage in any form of general
         solicitation or general advertising (as those terms are used in
         Regulation D under the Act) in connection with the offering of the
         Notes or in any manner involving a public offering within the meaning
         of Section 4(2) of the Act.

                  (i) So long as any of the Notes remain outstanding and have
         not been registered pursuant to the Act, the Issuers will make
         available at their expense, upon reasonable request, to any holder of
         such Notes and any prospective purchasers thereof the information
         specified in Rule 144A(d)(4) under the Act, unless the Issuers are
         subject to Section 13 or 15(d) of the Exchange Act.

                  (j) The Issuers will use their respective reasonable best
         efforts to (i) permit the Notes to be designated PORTAL securities in
         accordance with the rules and regulations adopted by the NASD relating
         to trading in the Private Offerings, Resales and Trading through
         Automated Linkages market (the "Portal Market") and (ii) permit the
         Notes to be eligible for clearance and settlement through The
         Depository Trust Company.

                  (k) In connection with Notes offered and sold in an off shore
         transaction (as defined in Regulation S) the Issuers will not register
         any transfer of such Notes not made in accordance with the provisions
         of Regulation S and will not, except in accordance with the provisions
         of Regulation S, if applicable, issue any such Notes in the form of
         definitive securities.

                  6. Expenses. The Issuers agree to pay all costs and expenses
incident to the performance of their obligations under this Agreement, whether
or not the transactions contemplated herein are consummated or this Agreement is
terminated pursuant to Section 11 hereof, including all costs and expenses
incident to (i) the printing, word processing or other production of documents
with respect to the transactions contemplated hereby, including any


<PAGE>


                                      -14-

costs of printing the Memorandum and any amendment or supplement thereto, and
any "Blue Sky" memoranda, (ii) all costs relating to the delivery to the Initial
Purchasers of copies of the foregoing documents, (iii) the reasonable fees and
disbursements of the counsel, the accountants and any other experts or advisors
retained by the Issuers, (iv) preparation (including printing), issuance and
delivery to the Initial Purchasers of the Notes, (v) the qualification of the
Notes under state securities and "Blue Sky" laws, including reasonable filing
fees and reasonable fees and disbursements of counsel for the Initial Purchasers
relating thereto, (vi) fees and expenses of the Trustee including reasonable
fees and expenses of counsel for the Trustee, (vii) all expenses and listing
fees incurred in connection with the application for quotation of the Notes on
the Portal Market and (viii) any fees charged by investment rating agencies for
the rating of the Notes; provided, however, that other than as set forth in
clause (v) of this sentence and in the next succeeding sentence, the Issuers
shall not be required to reimburse any expenses (including without limitation
fees and expenses of counsel) incurred by the Initial Purchasers in connection
with the proposed purchase and sale of the Notes. If the sale of the Notes
provided for herein is not consummated because any condition to the obligations
of the Initial Purchasers set forth in Section 7 hereof is not satisfied,
because this Agreement is terminated pursuant to Section 11(a)(i) or because of
any failure, refusal or inability on the part of the Issuers to perform all
obligations and satisfy all conditions on their part to be performed or
satisfied hereunder (other than solely by reason of a default by the Initial
Purchasers of their obligations hereunder or by reason of Section 11(a)(ii),
(iii) or (iv)) the Issuers agree to promptly reimburse the Initial Purchasers
upon demand for all reasonably documented out-of-pocket expenses (including
reasonable fees, disbursements and charges of Cahill Gordon & Reindel, counsel
for the Initial Purchasers) that shall have been incurred by the Initial
Purchasers in connection with the proposed purchase and sale of the Notes.

                  7. Conditions of the Initial Purchasers' Obligations. The
obligation of the Initial Purchasers to purchase and pay for the Notes shall, in
their sole discretion, be subject to the satisfaction or waiver of the following
conditions on or prior to the Closing Date:

                  (a) On the Closing Date, the Initial Purchasers shall have
         received the opinion, dated as of the Closing Date and addressed to the
         Initial Purchasers, of Robert Veach, counsel for the Issuers, in form
         and substance reasonably satisfactory to counsel for the Initial
         Purchasers, to the effect that:

                           (i) Each Issuer is duly organized, validly existing
                  and in good standing under the laws of its jurisdiction of
                  organization and has all requisite partnership or corporate
                  power and authority to own its properties and to conduct its
                  business as described in the Memorandum. Each Issuer is duly
                  qualified to do business as a foreign corporation or
                  partnership in good standing in all other domestic
                  jurisdictions where it conducts operations as disclosed in the
                  Memorandum except where the failure to be so qualified would
                  not, individually

<PAGE>

                                      -15-

                  or in the aggregate, reasonably be expected to have a Material
                  Adverse Effect.

                           (ii) BRL's capitalization set forth in the Memorandum
                  under the heading "Capitalization of BRL" is correct as of the
                  dates set forth therein; as of the Closing Date, all of the
                  outstanding partnership interests of BRL and capital stock of
                  BRLC have been duly authorized and validly issued, are fully
                  paid and nonassessable and were not issued in violation of any
                  preemptive or similar rights.

                           (iii) Except as set forth in or contemplated by the
                  Memorandum, (A) no options, warrants or other rights to
                  purchase from either Issuer shares of capital stock or
                  ownership interests in such Issuer are outstanding, (B) no
                  agreements or other obligations to issue, or other rights to
                  convert, any obligation into, or exchange any securities for,
                  shares of capital stock or ownership interests in either
                  Issuer are outstanding and (C) no holder of securities of
                  either Issuer is entitled to have such securities registered
                  under a registration statement filed by the Issuers except
                  pursuant to the terms of the Registration Rights Agreement.

                           (iv) Each Issuer has all requisite partnership or
                  corporate power and authority to execute, deliver and perform
                  each of its obligations under the Indenture, the Notes, the
                  Exchange Notes and the Private Exchange Notes; the Indenture
                  has been duly qualified under the TIA in all material
                  respects; the Indenture has been duly and validly authorized
                  by the Issuers and, when duly executed and delivered by the
                  Issuers (assuming the due authorization, execution and
                  delivery thereof by the Trustee), will constitute the valid
                  and legally binding agreement of the Issuers.

                           (v) The Notes are in the form contemplated by the
                  Indenture. The Notes have each been duly and validly
                  authorized by the Issuers and, when duly executed and
                  delivered by the Issuers and paid for by the Initial
                  Purchasers in accordance with the terms of this Agreement
                  (assuming the due authorization, execution and delivery of the
                  Indenture by the Trustee and due authentication and delivery
                  of the Notes by the Trustee in accordance with the Indenture),
                  will constitute the valid and legally binding obligations of
                  the Issuers, entitled to the benefits of the Indenture.

                           (vi) The Exchange Notes and the Private Exchange
                  Notes have been duly and validly authorized by the Issuers,
                  and when the Exchange Notes and the Private Exchange Notes
                  have been duly executed and delivered by the Issuers

<PAGE>

                                      -16-

                  in accordance with the terms of the Registration Rights
                  Agreement and the Indenture (assuming the due authorization,
                  execution and delivery of the Indenture by the Trustee and due
                  authentication and delivery of the Exchange Notes and the
                  Private Exchange Notes by the Trustee in accordance with the
                  Indenture), will constitute the valid and legally binding
                  obligations of the Issuers, entitled to the benefits of the
                  Indenture.

                           (vii) Each Issuer has all requisite partnership or
                  corporate power and authority to execute, deliver and perform
                  its obligations under the Registration Rights Agreement; the
                  Registration Rights Agreement has been duly and validly
                  authorized by the Issuers and, when duly executed and
                  delivered by the Issuers (assuming due authorization,
                  execution and delivery thereof by the Initial Purchasers),
                  will constitute the valid and legally binding agreement of
                  each Issuer.

                           (viii) Each Issuer has all requisite partnership or
                  corporate power and authority to execute, deliver and perform
                  its obligations under this Agreement, and to consummate the
                  transactions contemplated hereby; this Agreement and the
                  consummation by the Issuers of the transactions contemplated
                  hereby have been duly and validly authorized by the Issuers.
                  This Agreement has been duly executed and delivered by each
                  Issuer.

                           (ix) The Issuers have all requisite partnership or
                  corporate power and authority to execute, deliver and perform
                  its respective obligations under each of the Transaction
                  Documents; each of the Transaction Documents has been duly and
                  validly authorized by the Issuers and, when duly executed and
                  delivered by the Issuers (assuming due authorization,
                  execution and delivery thereof by the other parties thereto),
                  will constitute the valid and legally binding agreement of the
                  Issuers.

                           (x) To the knowledge of such counsel, no legal or
                  governmental proceedings are pending or, to the knowledge of
                  such counsel, threatened to which either Issuer is a party or
                  to which the property or assets of either Issuer are subject,
                  or which seek to restrain, enjoin, prevent the consummation of
                  or otherwise challenge the issuance or sale of the Notes to be
                  sold hereunder or the consummation of the transactions
                  contemplated by the Transaction Documents.

                           (xi) The execution, delivery and performance of this
                  Agreement, the Indenture, the Registration Rights Agreement,
                  each of the Transaction Documents and the consummation of the
                  transactions contemplated hereby and


<PAGE>

                                      -17-

                  thereby (including, without limitation, the issuance and sale
                  of the Notes to the Initial Purchasers) will not conflict with
                  or constitute or result in a breach or a default under (or an
                  event which with notice or passage of time or both would
                  constitute a default under) or violation of any of (i) the
                  terms or provisions of any Contract, (ii) the organizational
                  documents of the Issuers or (iii) (assuming compliance with
                  all applicable state securities or "Blue Sky" laws and
                  assuming the accuracy of the representations and warranties of
                  the Initial Purchasers in Section 8 hereof) any statute,
                  judgment, decree, order, rule or regulation known to such
                  counsel to be applicable to the Issuers or any of their
                  respective properties or assets, except for any such conflict,
                  breach, default or violation which would not reasonably be
                  expected individually or in the aggregate to have a Material
                  Adverse Effect.

                           (xii) No consent, approval, authorization or order of
                  any governmental authority is required for the issuance and
                  sale by the Issuers of the Notes to the Initial Purchasers,
                  the consummation by the Issuers of each of the Transaction
                  Documents or of the other transactions contemplated hereby and
                  thereby, except such as may be required under the
                  Hart-Scott-Rodino Act, as amended, the Federal Securities laws
                  or Blue Sky laws, as to which such counsel need express no
                  opinion, and those which have previously been obtained.

                  (b) On the Closing Date, the Initial Purchasers shall have
         received the opinion, in form and substance satisfactory to the Initial
         Purchasers, dated as of the Closing Date and addressed to the Initial
         Purchasers, of Cahill Gordon & Reindel, counsel for the Initial
         Purchasers, with respect to certain legal matters relating to this
         Agreement and such other related matters as the Initial Purchasers may
         reasonably require. In rendering such opinion, Cahill Gordon & Reindel
         shall have received and may rely upon such certificates and other
         documents and information as it may reasonably request to pass upon
         such matters.

                  (c) The Initial Purchasers shall have received from Arthur
         Andersen LLP, KPMG LLP and Deloitte & Touche LLP a comfort letter or
         letters dated the date hereof and the Closing Date, in form and
         substance reasonably satisfactory to counsel for the Initial
         Purchasers.

                  (d) The representations and warranties of the Issuers
         contained in this Agreement shall be true and correct in all material
         respects on and as of the date hereof and on and as of the Closing Date
         as if made on and as of the Closing Date; the statements of the
         Issuers' officers made pursuant to any certificate delivered in
         accordance with the provisions hereof shall be true and correct in all
         material respects on and as of the date made and on and as of the
         Closing Date; the Issuers shall have performed in all


<PAGE>

                                      -18-

         material respects all covenants and agreements and satisfied all
         conditions on their part to be performed or satisfied hereunder at or
         prior to the Closing Date; and, except as described in the Memorandum
         (exclusive of any amendment or supplement thereto after the date
         hereof), subsequent to the date of the most recent financial statements
         of the Issuers included or incorporated by reference in such
         Memorandum, there shall have been no event or development, and no
         information shall have become known, that, individually or in the
         aggregate, has or would be reasonably likely to have a Material Adverse
         Effect.

                  (e) The sale of the Notes hereunder shall not be enjoined
         (temporarily or permanently) on the Closing Date.

                  (f) Subsequent to the date of the most recent financial
         statements of the Issuers in the Memorandum (exclusive of any amendment
         or supplement thereto after the date hereof), the Issuers shall not
         have sustained any loss or interference with respect to its business or
         properties from fire, flood, hurricane, accident or other calamity,
         whether or not covered by insurance, or from any strike, labor dispute,
         slowdown or work stoppage or from any legal or governmental proceeding,
         order or decree, which loss or interference, individually or in the
         aggregate, has or would be reasonably likely to have a Material Adverse
         Effect.

                  (g) The Initial Purchasers shall have received a certificate
         of the Issuers, dated the Closing Date, signed on behalf of the Issuers
         by their respective officers or, to the effect that:

                           (i) The representations and warranties of the Issuers
                  contained in this Agreement are true and correct in all
                  material respects on and as of the date hereof and on and as
                  of the Closing Date, and the Issuers have performed in all
                  material respects all covenants and agreements and satisfied
                  all conditions on their part to be performed or satisfied
                  hereunder at or prior to the Closing Date; and

                           (ii) At the Closing Date, since the date hereof or
                  since the date of the most recent financial statements in the
                  Memorandum (exclusive of any amendment or supplement thereto
                  after the date hereof), no event or development has occurred,
                  and no information has become known, that, individually or in
                  the aggregate, has or would be reasonably likely to have a
                  Material Adverse Effect.

                  (h) On the Closing Date, the Initial Purchasers shall have
         received the Registration Rights Agreement executed by the Issuers and
         the other parties thereto.


<PAGE>


                                      -19-

                  (i) On the Closing Date, all conditions to the consummation of
         the Transaction Documents (including the BRL Term Loan Agreement and
         the making of the loans thereunder and the Partnership Agreement) shall
         have been satisfied and each Transaction Document shall be in full
         force and effect, with BRL in receipt of the Partnership Contribution
         prior to the consummation of the offering of the Notes. Since the date
         of this Agreement, except as previously disclosed to the Initial
         Purchasers and reasonably acceptable to them, there have been no
         amendments, modifications, restatements or waivers to any Transaction
         Document which would be required to be disclosed in the Memorandum and
         are not so disclosed. The BRL Term Loan Agreement and the Partnership
         Agreement conform in all material respects to the description thereof
         in the Memorandum.

                  (j) The Initial Purchasers shall have received each document
         to be delivered to them under the Participation Agreement.

                  (k) The letter agreement attached hereto as Annex A shall have
         been executed by the parties thereto and be in full force and effect
         with all conditions specified in Section 3 thereof satisfied.

                  On or before the Closing Date, the Initial Purchasers and
counsel for the Initial Purchasers shall have received such further documents,
opinions, certificates, letters and schedules or instruments relating to the
business, corporate, legal and financial affairs of the Issuers as they shall
have heretofore reasonably requested from the Issuers.

                  All such documents, opinions, certificates, letters, schedules
or instruments delivered pursuant to this Agreement will comply with the
provisions hereof only if they are reasonably satisfactory in all material
respects to the Initial Purchasers and counsel for the Initial Purchasers. The
Issuers shall furnish to the Initial Purchasers such conformed copies of such
documents, opinions, certificates, letters, schedules and instruments in such
quantities as the Initial Purchasers shall reasonably request.

                  8. Offering of Notes; Restrictions on Transfer. (a) Each of
the Initial Purchasers represents and warrants (as to itself only) that it is a
QIB. Each of the Initial Purchasers agrees with the Issuers (as to itself only)
that (i) it has not and will not solicit offers for, or offer or sell, the Notes
by any form of general solicitation or general advertising (as those terms are
used in Regulation D under the Act) or in any manner involving a public offering
within the meaning of Section 4(2) of the Act; and (ii) it has and will solicit
offers for the Notes only from, and will offer the Notes only to (A) in the case
of offers inside the United States, persons whom the Initial Purchasers
reasonably believe to be QIBs or, if any such person is buying for one or more
institutional accounts for which such person is acting as fiduciary or agent,
only when such person has represented to the Initial Purchasers that each such


<PAGE>

                                      -20-

account is a QIB, to whom notice has been given that such sale or delivery is
being made in reliance on Rule 144A, and, in each case, in transactions under
Rule 144A and (B) in the case of offers outside the United States, to persons
other than U.S. persons ("foreign purchasers," which term shall include dealers
or other professional fiduciaries in the United States acting on a discretionary
basis for foreign beneficial owners (other than an estate or trust)); provided,
however, that, in the case of this clause (ii), in purchasing such Notes such
persons are deemed to have represented and agreed as provided under the caption
"Notice to Investors" contained in the Memorandum.

                  (b) Each of the Initial Purchasers represents and warrants (as
to itself only) with respect to offers and sales outside the United States that
(i) it has and will comply with all applicable laws and regulations in each
jurisdiction in which it acquires, offers, sells or delivers Notes or has in its
possession or distributes any Memorandum or any such other material, in all
cases at its own expense; (ii) the Notes have not been and will not be offered
or sold within the United States or to, or for the account or benefit of, U.S.
persons except in accordance with Regulation S under the Act or pursuant to an
exemption from the registration requirements of the Act; (iii) it has offered
the Notes and will offer and sell the Notes (A) as part of its distribution at
any time and (B) otherwise until 40 days after the later of the commencement of
the offering and the Closing Date, only in accordance with Rule 903 of
Regulation S and, accordingly, neither it nor any persons acting on its behalf
have engaged or will engage in any directed selling efforts (within the meaning
of Regulation S) with respect to the Notes, and any such persons have complied
and will comply with the offering restrictions requirement of Regulation S; and
(iv) it agrees that, at or prior to confirmation of sales of the Notes, it will
have sent to each distributor, dealer or person receiving a selling concession,
fee or other remuneration that purchases Notes from it during the restricted
period a confirmation or notice to substantially the following effect:

         "The Securities covered hereby have not been registered under the
         United States Securities Act of 1933 (the "Securities Act") and may not
         be offered and sold within the United States or to, or for the account
         or benefit of, U.S. persons (i) as part of the distribution of the
         Securities at any time or (ii) otherwise until 40 days after the later
         of the commencement of the offering and the closing date of the
         offering, except in either case in accordance with Regulation S (or
         Rule 144A if available) under the Securities Act. Terms used above have
         the meaning given to them in Regulation S."

                  Terms used in this Section 8 and not defined in this Agreement
have the meanings given to them in Regulation S.

                  9. Indemnification and Contribution. (a) The Issuers agree,
jointly and severally, to indemnify and hold harmless the Initial Purchasers,
and each person, if any, who
<PAGE>

                                      -21-

controls any Initial Purchaser within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act, against any losses, claims, damages or
liabilities to which any Initial Purchaser or such controlling person may become
subject under the Act, the Exchange Act or otherwise, insofar as any such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon:

                  (i) any untrue statement or alleged untrue statement of any
         material fact contained in the Memorandum or any amendment or
         supplement thereto; or

                  (ii) the omission or alleged omission to state, in the
         Memorandum or any amendment or supplement thereto, a material fact
         required to be stated therein or necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading,

and will reimburse, as incurred, the Initial Purchasers and each such
controlling person for any legal or other expenses reasonably incurred by the
Initial Purchasers or such controlling person in connection with investigating,
defending against or appearing as a third-party witness in connection with any
such loss, claim, damage, liability or action; provided, however, the Issuers
will not be liable in any such case to the extent that any such loss, claim,
damage, or liability arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in any Memorandum
or any amendment or supplement thereto in reliance upon and in conformity with
written information concerning the Initial Purchasers furnished to the Issuers
by the Initial Purchasers specifically for use therein. This indemnity agreement
will be in addition to any liability that the Issuers may otherwise have to the
indemnified parties. The Issuers shall not be liable under this Section 9 for
any settlement of any claim or action effected without its prior written
consent, which shall not be unreasonably withheld, delayed or conditioned. The
Initial Purchasers shall not, without the prior written consent of the Issuers,
effect any settlement or compromise of any pending or threatened proceeding in
respect of which the Issuers are or could have been a party, or indemnity could
have been sought hereunder by the Issuers, unless such settlement (A) includes
an unconditional written release of the Issuers, in form and substance
reasonably satisfactory to the Issuers, from all liability on claims that are
the subject matter of such proceeding and (B) does not include any statement as
to an admission of fault, culpability or failure to act by or on behalf of the
Issuers.

                  (b) The Initial Purchasers agree, severally and not jointly,
to indemnify and hold harmless the Issuers, their directors and officers, its
general partner and, its officers and directors and each person, if any, who
controls the Issuers within the meaning of Section 15 of the Act or Section 20
of the Exchange Act against any losses, claims, damages or liabilities to which
the Issuers or any such director, officer or controlling person may become
subject under the Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages or liabilities


<PAGE>


                                      -22-

(or actions in respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in the
Memorandum or any amendment or supplement thereto, or (ii) the omission or the
alleged omission to state therein a material fact required to be stated in the
Memorandum or any amendment or supplement thereto, or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information concerning such Initial Purchaser, furnished to the Issuers by the
Initial Purchasers specifically for use therein; and subject to the limitation
set forth immediately preceding this clause, will reimburse, as incurred, any
legal or other expenses reasonably incurred by the Issuers or any such director,
general partner, officer or controlling person in connection with investigating
or defending against or appearing as a third party witness in connection with
any such loss, claim, damage, liability or action in respect thereof. This
indemnity agreement will be in addition to any liability that the Initial
Purchasers may otherwise have to the indemnified parties. The Initial Purchasers
shall not be liable under this Section 9 for any settlement of any claim or
action effected without their consent, which shall not be unreasonably withheld.
The Issuers shall not, without the prior written consent of the Initial
Purchasers, effect any settlement or compromise of any pending or threatened
proceeding in respect of which any Initial Purchaser is or could have been a
party, or indemnity could have been sought hereunder by any Initial Purchaser,
which settlement or compromise would be applicable to the Initial Purchasers
unless such settlement (A) includes an unconditional written release of the
Initial Purchasers, in form and substance reasonably satisfactory to the Initial
Purchasers, from all liability on claims that are the subject matter of such
proceeding and (B) does not include any statement as to an admission of fault,
culpability or failure to act by or on behalf of any Initial Purchaser.

                  (c) Promptly after receipt by an indemnified party under this
Section 9 of notice of the commencement of any action for which such indemnified
party is entitled to indemnification under this Section 9, such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 9, notify the indemnifying party of the commencement
thereof in writing; but the omission to so notify the indemnifying party (i)
will not relieve it from any liability under paragraph (a) or (b) above unless
and to the extent such failure results in the forfeiture by the indemnifying
party of substantial rights and defenses and (ii) will not, in any event,
relieve the indemnifying party from any obligations to any indemnified party
other than the indemnification obligation provided in paragraphs (a) and (b)
above. In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party; provided, however, that if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of

<PAGE>

                                      -23-

interest, (ii) the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have been
advised by counsel in writing that there may be one or more legal defenses
available to it and/or other indemnified parties that are different from or
additional to those available to the indemnifying party, or (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after receipt by the indemnifying party of notice of the institution of
such action, then, in each such case, the indemnifying party shall not have the
right to direct the defense of such action on behalf of such indemnified party
or parties and such indemnified party or parties shall have the right to select
separate counsel to defend such action on behalf of such indemnified party or
parties. After notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof and approval by such indemnified
party of counsel appointed to defend such action, the indemnifying party will
not be liable to such indemnified party under this Section 9 for any legal or
other expenses, other than reasonable costs of investigation, subsequently
incurred by such indemnified party in connection with the defense thereof,
unless (i) the indemnified party shall have employed separate counsel in
accordance with the proviso to the immediately preceding sentence (it being
understood, however, that in connection with such action the indemnifying party
shall not be liable for the expenses of more than one separate counsel (in
addition to local counsel) in any one action or separate but substantially
similar actions in the same jurisdiction arising out of the same general
allegations or circumstances, designated by the Initial Purchasers in the case
of paragraph (a) of this Section 9 or the Issuers in the case of paragraph (b)
of this Section 9, representing all of the indemnified parties under such
paragraph (a) or paragraph (b), as the case may be, who are parties to such
action or actions) or (ii) the indemnifying party has authorized in writing the
employment of counsel for the indemnified party at the expense of the
indemnifying party. After such notice from the indemnifying party to such
indemnified party, the indemnifying party will not be liable for the costs and
expenses of any settlement of such action effected by such indemnified party
without the prior written consent of the indemnifying party (which consent shall
not be unreasonably withheld), unless such indemnified party waived in writing
its rights under this Section 9, in which case the indemnified party may effect
such a settlement without such consent.

                  (d) In circumstances in which the indemnity agreement provided
for in the preceding paragraphs of this Section 9 is unavailable to, or
insufficient to hold harmless, an indemnified party in respect of any losses,
claims, damages or liabilities (or actions in respect thereof), each
indemnifying party, in order to provide for just and equitable contribution,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect (i) the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party on the other from the offering of the Notes or (ii) if the
allocation provided by the foregoing clause (i) is not permitted by applicable
law, not only such


<PAGE>


                                      -24-

relative benefits but also the relative fault of the indemnifying party or
parties on the one hand and the indemnified party on the other in connection
with the statements or omissions or alleged statements or omissions that
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof). The relative benefits received by the Issuers on the one hand and any
Initial Purchaser on the other shall be deemed to be in the same proportion as
the total proceeds from the offering (before deducting expenses) received by the
Issuers bear to the total discounts and commissions or other compensation
received by such Initial Purchaser with respect to the Notes purchased
hereunder. The relative fault of the parties shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Issuers on the one hand, or such Initial
Purchaser on the other, the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission or
alleged statement or omission, and any other equitable considerations
appropriate in the circumstances. The Issuers and the Initial Purchasers agree
that it would not be equitable if the amount of such contribution were
determined by pro rata or per capita allocation or by any other method of
allocation that does not take into account the equitable considerations referred
to in the first sentence of this paragraph (d). Notwithstanding any other
provision of this paragraph (d), no Initial Purchaser shall be obligated to make
contributions hereunder that in the aggregate exceed the total discounts,
commissions and other compensation received by such Initial Purchaser under this
Agreement, less the aggregate amount of any damages that such Initial Purchaser
has otherwise been required to pay by reason of the untrue or alleged untrue
statements or the omissions or alleged omissions to state a material fact, and
no person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this paragraph (d),
each person, if any, who controls an Initial Purchaser within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act shall have the same
rights to contribution as the Initial Purchasers, and each director or general
partner of the Issuers, each officer of the Issuers and each person, if any, who
controls the Issuers within the meaning of Section 16 of the Act or Section 20
of the Exchange Act, shall have the same rights to contribution as the Issuers.

                  10. Survival Clause. The respective representations,
warranties, agreements, covenants, indemnities and other statements of the
Issuers, their respective officers (including, in the case of BRL, officers of
its general partner) and the Initial Purchasers set forth in this Agreement or
made by or on behalf of them pursuant to this Agreement shall remain in full
force and effect, regardless of (i) any investigation made by or on behalf of
the Issuers, any of their respective officers (including, in the case of BRL,
officers of its general partner) or directors, the Initial Purchasers or any
controlling person referred to in Section 9 hereof and (ii) delivery of and
payment for the Notes. The respective agreements, covenants, indemnities


<PAGE>

                                      -25-

and other statements set forth in Sections 6, 9 and 15 hereof shall remain in
full force and effect, regardless of any termination or cancellation of this
Agreement.

                  11. Termination. (a) This Agreement may be terminated in the
sole discretion of the Initial Purchasers by written notice to the Issuers given
prior to the Closing Date in the event that the Issuers shall have failed,
refused or been unable to perform in all material respects all obligations and
satisfy all conditions on its part to be performed or satisfied hereunder at or
prior thereto or if, at or prior to the Closing Date:

                   (i) the Company or the Issuers shall have sustained any loss
         or interference with respect to its businesses or properties from fire,
         flood, hurricane, accident or other calamity, whether or not covered by
         insurance, or from any strike, labor dispute, slowdown or work stoppage
         or any legal or governmental proceeding, which loss or interference, in
         the sole judgment of the Initial Purchasers, has had or has a Material
         Adverse Effect, or there shall have been, in the sole judgment of the
         Initial Purchasers, any event or development that, individually or in
         the aggregate, has or could be reasonably likely to have a Material
         Adverse Effect (including without limitation a change in control of the
         Issuers or the Company), except in each case as described in the
         Memorandum (exclusive of any amendment or supplement thereto);

                  (ii) trading in securities generally on the New York Stock
         Exchange, American Stock Exchange or the NASDAQ National Market shall
         have been suspended or minimum or maximum prices shall have been
         established on any such exchange or market;

                  (iii) a banking moratorium shall have been declared by New
         York or United States authorities; or

                  (iv) there shall have been (A) an outbreak or escalation of
         hostilities between the United States and any foreign power, or (B) an
         outbreak or escalation of any other insurrection or armed conflict
         involving the United States or any other national or international
         calamity or emergency, or (C) any material change in the financial
         markets of the United States which, in the case of (A), (B) or (C)
         above and in the sole judgment of the Initial Purchasers, makes it
         impracticable or inadvisable to proceed with the offering or the
         delivery of the Notes as contemplated by the Memorandum.

                  (b) Termination of this Agreement pursuant to this Section 11
shall be without liability of any party to any other party except as provided in
Section 10 hereof.

                  12. Default by One of the Initial Purchasers. If one or more
of the Initial Purchasers shall fail at the Closing Date to purchase the Notes
which it or they are obligated to


<PAGE>


                                      -26-


purchase under this Agreement (the "Defaulted Securities"), then Deutsche Banc
Alex Brown Inc. shall have the right, within 24 hours thereafter, to make
arrangements for one or more of the non-defaulting Initial Purchasers, or any
other Initial Purchasers, to purchase all, but not less than all, of the
Defaulted Securities in such amounts as may be agreed upon and upon the terms
herein set forth; if, however, Deutsche Banc Alex. Brown shall not have
completed such arrangements within such 24-hour period, then:

                  (a) if the number of Defaulted Securities does not exceed 10%
         of the aggregate principal amount of the Notes to be purchased
         hereunder, each of the non-defaulting Initial Purchasers shall be
         obligated, severally and not jointly, to purchase the full amount
         thereof in the proportions that their respective underwriting
         obligations hereunder bear to the underwriting obligations of all
         non-defaulting Initial Purchasers, or

                  (b) if the number of Defaulted Securities exceeds 10% of the
         aggregate principal amount of the Notes to be purchased hereunder, this
         Agreement shall terminate without liability on the part of any
         non-defaulting Initial Purchaser.

                  No action taken pursuant to this Section shall relieve any
defaulting Initial Purchaser from liability in respect of its default.

                  In the event of any such default which does not result in a
termination of this Agreement, either Deutsche Banc Alex. Brown or the Issuers,
shall have the right to postpone the Closing Date for a period not exceeding
seven days in order to effect any required changes in the Memorandum or in any
other documents or arrangements. As used herein, the term "Initial Purchaser"
includes any person substituted for an Initial Purchaser under this Section 12.

                  13. Information Supplied by the Initial Purchasers. The
statements set forth in the third paragraph, the second and third sentences of
the fifth paragraph and the seventh, eighth, ninth and tenth paragraph under the
heading "Private Placement" in the Memorandum constitute the only information
furnished by the Initial Purchasers to the Issuers for the purposes of Sections
2(a) and 9 hereof.

                  14. Notices. All communications hereunder shall be in writing
and, if sent to the Initial Purchasers, shall be mailed or delivered to Deutsche
Banc Alex. Brown Inc., 130 Liberty Street, New York, New York 10006, Attention:
Corporate Finance Department; if sent to the Issuers, shall be mailed or
delivered to the Issuers at 2911 Turtle Creek Boulevard, Suite 1240, Dallas, TX
75219; with a copy (which shall not constitute notice) to the Company at 4440
Brittmoore Road, Houston, TX 77041, Attention: General Counsel.


<PAGE>

                                      -27-


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

                  15. Successors. This Agreement shall inure to the benefit of
and be binding upon the Initial Purchasers, the Issuers and their respective
successors and legal representatives, and nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any other person any legal
or equitable right, remedy or claim under or in respect of this Agreement, or
any provisions herein contained; this Agreement and all conditions and
provisions hereof being intended to be and being for the sole and exclusive
benefit of such persons and for the benefit of no other person except that (i)
the indemnities of the Issuers contained in Section 9 of this Agreement shall
also be for the benefit of any person or persons who control the Initial
Purchasers within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act and (ii) the indemnities of the Initial Purchasers contained in
Section 9 of this Agreement shall also be for the benefit of the general partner
and directors of the Issuers, officers of the Issuers and any person or persons
who control the Issuers within the meaning of Section 15 of the Act or Section
20 of the Exchange Act. No purchaser of Notes from the Initial Purchasers will
be deemed a successor because of such purchase.

                  16. APPLICABLE LAW. THE VALIDITY AND INTERPRETATION OF THIS
AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT GIVING EFFECT TO ANY
PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW.

                  17. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.



<PAGE>

                                      -28-

                  If the foregoing correctly sets forth our understanding,
please indicate your acceptance thereof in the space provided below for that
purpose, whereupon this letter shall constitute a binding agreement between each
of you and the Initial Purchasers.

                                       Very truly yours,

                                       BRL UNIVERSAL EQUIPMENT 2001 A, L.P.

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


                                       By: /s/ Daniel D. Boeckman
                                           ----------------------
                                           Daniel D. Boeckman, Executive Vice
                                           President


                                       BRL UNIVERSAL EQUIPMENT CORP.


                                       By: /s/ Daniel D. Boeckman
                                           ----------------------
                                           Daniel D. Boeckman, Executive Vice
                                           President




<PAGE>

                                      -29-

The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

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

By: DEUTSCHE BANC ALEX. BROWN INC.



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



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




<PAGE>

                                                                      SCHEDULE 1



                                                               Principal
                                                               Amount of
Initial Purchaser                                              Notes
-----------------                                             ------------
Deutsche Banc Alex. Brown Inc. .........................      $ 55,000,000
First Union Securities, Inc. ...........................        35,000,000
Banc One Capital Markets, Inc. .........................         5,000,000
Scotia Capital (USA) Inc. ..............................         5,000,000
                                                              ------------
         Total..........................................      $100,000,000
                                                              ============



</TEXT>
</DOCUMENT>
