exv10w1



 





Exhibit 10.1




AMENDMENT NUMBER TWO

TO THE

UNIVERSAL COMPRESSION HOLDINGS, INC.

EMPLOYEE STOCK PURCHASE PLAN




     This Amendment Number Two (this “Amendment”) to the Universal Compression Holdings, Inc.
Employee Stock Purchase Plan (as amended by Amendment Number One dated as of December 20, 2001, the
“Plan”) is hereby duly adopted, approved, ratified and confirmed by the Board of Directors of
Universal Compression Holdings, Inc., a Delaware corporation (the “Company”). All capitalized
terms used but not defined herein shall have the meanings set forth in the Plan.



     WHEREAS, the Board of Directors of the Company (the “Board”) previously adopted the Plan; and



     WHEREAS, Section 9.01 of the Plan reserves to the Company the right to amend or terminate the
Plan at any time by action of the Board; and



     WHEREAS, in connection with the closing (the “Closing”) of the transactions contemplated by
that certain Agreement and Plan of Merger, dated as of February 5, 2007, as amended, by and among
the Company, Hanover Compressor Company, Exterran Holdings, Inc. (formerly known as Iliad Holdings,
Inc.) (“Exterran”), Ulysses Sub, Inc. and Hector Sub, Inc., the Company and Hanover will become
wholly owned subsidiaries of Exterran and the Plan will terminate immediately prior to the Closing;
and



     WHEREAS, in connection with the termination of the Plan, the Board desires to amend the Plan
to cause the Option Period that commenced on July 1, 2007, to end immediately prior to the Closing
on the date thereof, such that shares of Common Stock shall be purchased as of that date, in
accordance with the terms of the Plan;



     NOW, THEREFORE, the Board hereby amends the Plan as follows:



     1. The first sentence of the first paragraph of Section 4.02 of the Plan is hereby amended and
restated to read in its entirety as follows:




     “The Company may make periodic Offerings to eligible employees to purchase
Common Stock under the Plan, the duration of which may be for a period of three
months up to a period of one year; provided however, that the initial Offering
Period may be for a period of less than three months, as determined by the
Committee, and the final Offering Period shall be less than three months, as
provided herein.”



     2. The second paragraph of Section 4.02 of the Plan is hereby amended and restated to read in
its entirety as follows:




     “As used in the Plan, ‘Offering Commencement Date’ means the January 1, April
1, July 1 or October 1, as the case may be, on which the



- 1 -









 






particular
Offering begins (except with respect to the initial Offering Commencement Date,
which shall be September 1, 2001). ‘Offering Termination Date’ means the March 31,
June 30, September 30 or December 31, as the case may be, on which the particular
Offering terminates (except that, in the case of the final Offering Period, the
Offering Termination Date shall be the trading day immediately prior to the date of
the Closing (as defined below)), and ‘Offering Period’ means the period from the
Offering Commencement Date to the Offering Termination Date. The ‘Closing’ means
the closing of the transactions contemplated by that certain Agreement and Plan of
Merger, dated as of February 5, 2007, as amended, by and among the Company, Hanover
Compressor Company, Exterran Holdings, Inc., Ulysses Sub, Inc. and Hector Sub, Inc.”



     3. Section 6.10 of the Plan is hereby amended to add the following new sentence to the end
thereof:




     “As soon as practicable after the Offering Termination Date for the final Offering
Period, any and all cash remaining in Participants’ accounts after the purchase of
whole shares of Common Stock for such Offer Period shall be returned (without the
payment of interest) to the Participants.”



     4. The Plan shall remain in full force and effect and, as amended by this Amendment, is hereby
ratified and affirmed in all respects.



     IN WITNESS WHEREOF, Universal Compression Holdings, Inc. has caused this amendment to be
executed by its duly authorized officer, effective as of July 30, 2007.



	 	 	 	 	 
	 	UNIVERSAL COMPRESSION HOLDINGS, INC.

 	 
	 	By:  	/s/
Donald C. Wayne 	 
	 	 	Name:  	Donald C. Wayne 	 
	 	 	Title:  	Vice President, General Counsel and Secretary	 
	 




- 2 -