0001047469-05-016998 Sample Contracts

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • June 10th, 2005 • Universal Compression Holdings Inc • Services-equipment rental & leasing, nec • Delaware

THIS STOCK OPTION AGREEMENT, effective as of (the "Grant Date"), by and between UNIVERSAL COMPRESSION HOLDINGS, INC., a Delaware corporation ("Holdings"), and (the "Employee"), who is an Employee of Universal Compression, Inc. ("Universal"), a wholly-owned subsidiary of Holdings. All capitalized terms not otherwise defined in this Agreement shall have the respective meaning of such terms as defined in the Universal Compression Holdings, Inc. Incentive Stock Option Plan, as amended (the "Plan").

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INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • June 10th, 2005 • Universal Compression Holdings Inc • Services-equipment rental & leasing, nec • Delaware

THIS STOCK OPTION AGREEMENT, effective as of (the "Grant Date"), by and between UNIVERSAL COMPRESSION HOLDINGS, INC., a Delaware corporation ("Holdings"), and (the "Employee"), who is an Employee of Universal Compression, Inc. ("Universal"), a wholly-owned subsidiary of Holdings. All capitalized terms not otherwise defined in this Agreement shall have the respective meaning of such terms as defined in the Universal Compression Holdings, Inc. Incentive Stock Option Plan, as amended (the "Plan").

Supplement to Pledge Agreement
Pledge Agreement • June 10th, 2005 • Universal Compression Holdings Inc • Services-equipment rental & leasing, nec • Texas

SUPPLEMENT, dated as of February 15, 2005, made by Universal Compression Services, LLC, a Delaware limited liability company (the "Pledgor"), in favor of Wachovia Bank, National Association as administrative agent (in such capacity, the "Administrative Agent") for the financial institutions (the "Lenders") parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.

NON-QUALIFIED STOCK OPTION AGREEMENT (FOR DIRECTORS)
Non-Qualified Stock Option Agreement • June 10th, 2005 • Universal Compression Holdings Inc • Services-equipment rental & leasing, nec • Delaware

THIS STOCK OPTION AGREEMENT (this "Agreement"), effective (the "Grant Date"), by and between UNIVERSAL COMPRESSION HOLDINGS, INC., a Delaware corporation ("Holdings"), and (the "Director"), who is a Director of Holdings. All capitalized terms not otherwise defined in this Agreement shall have the respective meaning of such terms as defined in the Universal Compression Holdings, Inc. Incentive Stock Option Plan, as amended (the "Plan").

Supplement to Collateral Agreement
Collateral Agreement • June 10th, 2005 • Universal Compression Holdings Inc • Services-equipment rental & leasing, nec • Texas

SUPPLEMENT, dated as of February 15, 2005, made by Universal Compression Holdings, Inc., a Delaware corporation (the "Grantor"), in favor of Wachovia Bank, National Association as administrative agent (in such capacity, the "Administrative Agent") for the financial institutions (the "Lenders") parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.

Supplement to Pledge Agreement
Pledge Agreement • June 10th, 2005 • Universal Compression Holdings Inc • Services-equipment rental & leasing, nec • Texas

SUPPLEMENT, dated as of February 15, 2005, made by Universal Compression International, Inc., a Delaware corporation, and Universal Compression Services, LLC, a Delaware limited liability company (collectively, the "Pledgor"), in favor of Wachovia Bank, National Association as administrative agent (in such capacity, the "Administrative Agent") for the financial institutions (the "Lenders") parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.

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