-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P+byenskzvSGnlaKOTaODCGlVVk0rFrHKgPT/9oQa7cWOo1MEXoqdtdDrkdjgRmu LtHIrtM+UB7qdLGc1iQh+g== 0001181431-07-053204.txt : 20070820 0001181431-07-053204.hdr.sgml : 20070820 20070820185008 ACCESSION NUMBER: 0001181431-07-053204 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070820 FILED AS OF DATE: 20070820 DATE AS OF CHANGE: 20070820 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL COMPRESSION HOLDINGS INC CENTRAL INDEX KEY: 0001057234 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 133989167 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4440 BRITTMOORE RD CITY: HOUSTON STATE: TX ZIP: 77041 BUSINESS PHONE: 7134664103 MAIL ADDRESS: STREET 1: 4440 BRITTMOORE RD CITY: HOUSTON STATE: TX ZIP: 77041 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Honeybourne J W G CENTRAL INDEX KEY: 0001359885 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15843 FILM NUMBER: 071069143 BUSINESS ADDRESS: BUSINESS PHONE: (713) 335-7000 MAIL ADDRESS: STREET 1: 4444 BRITTMOORE ROAD CITY: HOUSTON STATE: TX ZIP: 77041 4 1 rrd169209.xml AUG 20, 2007 FORM 4 JWGH PER MERGER X0202 4 2007-08-20 0 0001057234 UNIVERSAL COMPRESSION HOLDINGS INC UCO 0001359885 Honeybourne J W G 4444 BRITTMOORE ROAD HOUSTON TX 77041 1 0 0 0 Common Stock, par value $0.01 2007-08-20 4 D 0 2800 0 D 0 D Stock Option (right to buy)` 53.71 2007-08-20 4 D 0 10000 0 D 2016-04-19 Common Shares 10000 0 D Stock Option (right to buy)` 75.27 2007-06-12 4 D 0 3000 0 D 2008-06-12 2017-06-12 Common Shares 3000 0 D On August 20, 2007, Universal Compression Holdings, Inc. (Issuer) merged into a wholly owned subsidiary of Exterran Holdings, Inc. (Successor) pursuant to the Agreement and Plan of Merger, dated as of February 5, 2007, as amended on June 25, 2007 (Merger Agreement), by and among Issuer, Successor, Hanover Compressor Company, Ulysses Sub, Inc. and Hector Sub, Inc. In connection with the merger, each share of Issuer's common stock was converted into the right to receive one share of Successor's common stock. Pursuant to the Merger Agreement, each option to purchase one share of Issuer's common stock was converted into an option to purchase one share of Successor's common stock in connection with the merger. Pursuant to the Merger Agreement, each outstanding and unvested stock option of the reporting person granted under the Universal Incentive Stock Option Plan became fully vested upon the closing of the merger on August 20, 2007 and converted into an option to acquire Successor common stock, on the same terms and conditions as were applicable under the Universal Incentive Stock Option. Kelly Battle, attorney-in-fact for J.W.G. Honeybourne 2007-08-20 EX-24. 2 rrd149764_169958.htm SECTION 16 POA rrd149764_169958.html

POWER OF ATTORNEY



THE STATE OF TEXAS
							KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF HARRIS

       Know all by these presents that the undersigned hereby constitutes and appoints each of Ernie L. Danner, J. Michael Anderson, Kelly M. Battle and Donald C. Wayne with full power to act alone, the undersigned's true and lawful attorney-in-fact to:

(1)	Prepare and execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Universal Compression Holdings, Inc., a Delaware corporation (the Company), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully
do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

       This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


       [Remainder of page intentionally left blank]




       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as
of this 9th day of February, 2007.



          Signature

       /s/ John W.G.Honeybourne


	John W.G. Honeybourne
           Print Name



	BEFORE ME, the undersigned Notary Public, on this day personally appeared John W.G. Honeybourne known to me to be the person whose name is subscribed to the foregoing instrument, and,
being by me first duly sworn, acknowledged to me that he executed the same for the purposes therein expressed.

	Given under my hand and seal of office this 9th day of February, 2007.


						/s/ Helen A. Tate
						Notary



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