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FORM OF
STOCKHOLDERS AGREEMENT
INSTRUMENT OF ACCESSION
The undersigned, [XXXXXXX X. BANNER] [XXXXXXX X. XXXXXXXXXX], as a
condition precedent to becoming the owner or holder of record of FORTY (40)
shares of Common Stock, par value $0.01 per share, of Universal Compression
Holdings, Inc., a Delaware corporation ("Holdings"), and ONE HUNDRED SIXTY (160)
shares of Preferred Stock, par value $0.01 per share, of Holdings, hereby agrees
to become a stockholder, party to and bound by that certain Stockholders
Agreement, dated as of February 20, 1998, by and among Holdings and certain
stockholders of Holdings. This Instrument of Accession shall take effect and
shall become an integral part of the said Stockholders Agreement immediately
upon execution and delivery to Holdings of this Instrument.
IN WITNESS WHEREOF, this INSTRUMENT OF ACCESSION has been duly executed
by or on behalf of the undersigned as of the date below written.
Signature:
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Address
For Notice:
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Date:
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Accepted:
UNIVERSAL COMPRESSION HOLDINGS, INC.
By:
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Date:
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