BRL UNIVERSAL EQUIPMENT CORP
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>10
<FILENAME>doc9.txt
<TEXT>
                                                                    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 which they were made, not


<PAGE>
                                      -3-


     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


<PAGE>
                                      -5-


     been  duly  executed  and  delivered  by the Issuers, to the extent a party
     thereto.  Each  Transaction  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 compliance with


<PAGE>
                                      -6-


     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 "invest-ment 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 enforceable security interest in all


<PAGE>
                                      -11-


     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 costs of


<PAGE>
                                      -14-


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


<PAGE>
                                      -15-


               (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


<PAGE>
                                      -16-


          delivered by the Issuers 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


                                      -16-
<PAGE>
          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 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 controls any Initial Purchaser within the meaning of Section


<PAGE>
                                      -21-


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 (or actions in respect thereof) arise out of or


<PAGE>
                                      -22-


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


<PAGE>
                                      -23-


conflict of 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 relative benefits but also


<PAGE>
                                      -24-


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.


<PAGE>
                                      -25-


The respective agreements, covenants, indemnities 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


<PAGE>
                                      -26-


which it or they are obligated to 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 con-
firmed 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
                                                     ============


<PAGE>

</TEXT>
</DOCUMENT>
