<PAGE>
                                                                   EXHIBIT 10.44


                          AMENDMENT NO. 2 TO AGREEMENT
                               AND PLAN OF MERGER

     THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is
dated as of February 2, 2001 and is by and among Hanover Compressor Company, a
Delaware corporation ("Parent"), Caddo Acquisition Corporation, and Oklahoma
corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"), and
OEC Compression Corporation, an Oklahoma corporation (the "Company").  Terms
used and not defined herein shall have the meanings assigned to them in the
Agreement and Plan of Merger dated as of July 13, 2000 by and among the Parent,
Merger Sub and the Company, as amended by Amendment No. 1 to Agreement and Plan
of Merger dated as of November 14, 2000 (the "Merger Agreement").

                                   RECITALS:
                                   ---------

     A.   Parent, Merger Sub and the Company entered into the Merger Agreement
as of July 13, 2000;

     B.   Parent, Merger Sub and the Company previously amended the Merger
Agreement as of November 14, 2000; and

     C.   Parent, Merger Sub and the Company desire to further amend the Merger
Agreement as set forth in the Amendment.

                                   AGREEMENT:
                                   ----------

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby,
Parent, Merger Sub and the Company hereby agree as follows:

     1.   Section 7.1(b) of the Merger Agreement is amended to read in its
entirety as follows:

          (b)  by either Parent or the Company if the Merger shall not have
     been consummated by March 31, 2001 (the "Outside Date"), provided that the
     right to terminate this Agreement under this Section 7.1(b) shall not be
     available to any party whose failure to fulfill any obligation under this
     Agreement has been the cause of or resulted in the failure of the Merger to
     occur on or before such date); or

     2.   The Merger Agreement, as amended by this Amendment, and all documents
and instruments referred to in the Merger Agreement (a) constitute the entire
agreement and supersede all prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter hereof, and (b)
except as provided in Section 5.12 of the Merger Agreement, are not intended to
confer upon any person other than the parties hereto any rights or remedies
hereunder; provided that the Confidentiality Agreement shall remain in full
force and effect until the Effective Time.
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     3.   The laws of the State of Oklahoma shall govern the interpretation,
validity and performance of the terms of this Amendment, regardless of the law
that might be applied under principles of conflicts of law.

     4.   This Amendment may be executed in two or more counterparts, all of
which shall be considered one and the same agreement and shall become effective
when two or more counterparts have been signed by each of the parties and
delivered to the other parties, it being understood that all parties need not
sign the same counterpart.








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                                      -2-
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     IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment
or caused this Amendment to be duly executed on its behalf by its officer
thereunto duly authorized, as of the day and year first above written.


                                       HANOVER COMPRESSOR COMPANY
                                       a Delaware corporation


                                       By: /s/ Michael J. McGhan
                                           ------------------------------
                                       Name:  Michael J. McGhan
                                       Title: Chief Executive Officer

                                       CADDO ACQUISITION CORPORATION
                                       an Oklahoma corporation


                                       By: /s/ Michael J. McGhan
                                           ------------------------------
                                       Name:  Michael J. McGhan
                                       Title: Chief Executive Officer


                                       OEC COMPRESSION CORPORATION
                                       an Oklahoma corporation


                                       By:
                                           ------------------------------
                                       Name:
                                            -----------------------------
                                       Title:
                                             ----------------------------
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     IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment
or caused this Amendment to be duly executed on its behalf by its officer
thereunto duly authorized, as of the day and year first above written.

                                       HANOVER COMPRESSOR COMPANY
                                       a Delaware corporation


                                       By:
                                           ------------------------------
                                       Name:  Michael J. McGhan
                                       Title: Chief Executive Officer

                                       CADDO ACQUISITION CORPORATION
                                       an Oklahoma corporation


                                       By:
                                           ------------------------------
                                       Name:  Michael J. McGhan
                                       Title: Chief Executive Officer


                                       OEC COMPRESSION CORPORATION
                                       an Oklahoma corporation


                                       By: /s/ Ray Davis
                                           ------------------------------
                                       Name: Ray Davis
                                            -----------------------------
                                       Title:
                                             ----------------------------