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FORM OF
VOTING TRUST 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 party to and bound by that certain Voting Trust Agreement, dated as
of December 1, 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 Voting Trust 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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