Common use of LESSEE’S RESPONSIBILITIES Clause in Contracts

LESSEE’S RESPONSIBILITIES. Lessee – In addition to the responsibilities detailed in the Master Agreement, Lessee shall furnish the following: Daily maintenance and inspections of all engines, compressors and accessory parts forming the Equipment (both labor and necessary parts), including without limitation: o Monthly adjustments on the engine and compressor per Lessor’s guidelines; o Anti-freeze in accordance with Lessor’s requirements; o Lubricants and related filters in accordance with Lessor’s requirements; and o Daily inspections/monitoring. Competent and prudent Equipment operator for normal operations. Provide an inlet separator for the Equipment to remove solids (such as sand) and all entrained liquids from the gas stream; Lessee hereby acknowledging that the scrubber provided by Lessor with the Equipment is only an emergency scrubber. Site preparation, including suitable sand or gravel pad or concrete base as required. Valves and piping to suction and discharge flanges, and fuel gas inlet(s) of compressor(s). Suction to discharge bypass piping and suction pressure control valve (if required). All installation expenses. Suitable, sweet, dry natural gas fuel for engine use with 900 to 1100 BTU/ft3 and no more than 10 ppm H2S. Air/gas pressure of with sufficient pressure and volume for engine starting. Provide, connect and maintain a properly functioning waste discharge system downstream of the Equipment, including an outlet connection from the skid drain and all pipes, connections, the blow casing and tank downstream of the skid drain; and remove and dispose of all fluids discharged by the discharge tank, the blow casing and any pipes or connections to the skid plus collection and disposal of such liquids from the Equipment’s skid and any other liquids incidental to Equipment operations. Equipment Site with ingress and egress satisfactory to Lessor. Disconnection of Equipment and Site restoration expenses. Site fencing, if requested by Lessor. Any and all necessary equipment, supplies and services not specifically listed as Lessor’s responsibility, above. The following responsibilities apply when Site is offshore or in inland waterways: Suitable platform or barge capable of supporting the Equipment. All transporation (including air and water) and cranes necessary for delivery, installation, maintenance, repair and removal of the Equipment. All transportation (including air and water) for Lessor personnel, parts, tools and supplies. Cost for any standby time in excess of 4 hours that is beyond the direct control of Lessor (including due to inclement weather that, in the sole but reasonable discretion of Lessor impedes safe travel). SCHEDULE ‘A’ TO EQUIPMENT MASTER RENTAL AGREEMENT (BARE RENTAL) Lessee: Date: Attention: In accordance with your request, we are pleased to offer the herein described Equipment for your application on the lease in (detail, to the extent available, section, township, range, county/parish, state and country) (“Site”). Unit #: HP: Equipment Description: The term of this Schedule A shall commence upon the date the Equipment is accepted in accordance with the Master Agreement and shall continue indefinitely until terminated by either party, upon thirty (30) days’ advanced written notice. Neither party may terminate this schedule A within twelve (12) months of commencement of the term. Notwithstanding the foregoing, this Schedule A shall terminate if (a) gas conditions change or the use of the Equipment by the Lessee pursuant to a User Contract ends rendering the Equipment unnecessary; (b) force majeure prevents a party from performing its obligations hereunder; or (c) a default occurs under this Schedule A or the Master Agreement. The RENTAL RATE is $ per month for the duration of the term of this Schedule A. The Rental Rate shall be payable monthly in arrears within 30 days of the end of each month (beginning on the date the Equipment is accepted) in which the Equipment is leased. Any manufacturing check the box designation in any User Contract shall apply in equal force to this Schedule A. When executed by Lessor and Lessee, this Schedule A shall apply to the EQUIPMENT MASTER RENTAL AGREEMENT (or equivalent master agreement) executed by Lessee and Lessor (or their respective predecessors or affiliates) and dated as shown below (the “Master Agreement”) whether or not attached hereto, and shall be deemed an individual agreement between the parties hereto for the Equipment described herein. This Schedule A and the applicable Master Agreement contains the entire agreement between the parties relating to the matters contained herein and therein, superseding all prior contracts and agreements, relating to the xxxxxx contained herein and therein. Unless otherwise defined herein, terms have the meanings set forth in the Master Agreement. Master Agreement Date: ACKNOWLEDGED and ACCEPTED by the undersigned, duly-authorized representatives of the parties as of the date first shown above. LESSOR: By: Title: LESSEE: By: Title: Exhibit 3 Form Like-Kind Exchange Xxxx of Sale ASSIGNMENT AND XXXX OF SALE (Like-Kind Exchange) For valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, EES Leasing LLC, a Delaware limited liability company,(“EES Leasing”) on the one hand and EXLP Leasing LLC, a Delaware limited liability company, (“EXLP Leasing”) on the other hand each hereby SELLS, GRANTS, ASSIGNS and TRANSFERS to the other, effective as of this ___ day of , 20___, good, marketable and indefeasible title to all of the transferor’s right, title and interest in, to and under its Compression Equipment described on Exhibit A attached hereto and made a part hereof for all purposes, together with all assets, rights and properties related to such Compression Equipment of the sort described in Section 4.2(b) of the Omnibus Agreement (as defined below) (in each respective case, collectively the “Assets”). Each of EES Leasing and EXLP Leasing in its respective capacity as a transferor, in its name and in the name of its successors and assigns, hereby represents that (a) it intends to convey its Assets and to acquire in exchange the Assets owned by the other party which are of like kind and qualifying use within the meaning of Section 1031 of the Code and (b) it has the power and authority to exchange or otherwise transfer the Assets in the manner provided in this Assignment and Xxxx of Sale and that the Assets are free and clear of all Liens, except for any Liens created by its respective transferee and except for Permitted Liens. EXCEPT AS EXPRESSLY PROVIDED IN THE OMNIBUS AGREEMENT, THE ASSETS ARE BEING EXCHANGED WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF FITNESS FOR USE OR MERCHANTIBILITY. Each of EES Leasing and EXLP Leasing in its respective capacity as transferor does hereby bind itself, its successors and assigns, to forever warrant and defend the title to the Assets unto its respective transferee, its successors and assigns against the lawful claim or claims of any person whomsoever claiming an interest in the Assets. Each of EES Leasing and EXLP Leasing in its respective capacity as transferor covenants and agrees to execute and deliver to its respective transferee all such other additional instruments and other documents and will do all such other acts and things as may be necessary to fully assign to its respective transferee, or its successors and assigns, all of the Assets. All of the provisions hereof shall inure to the benefit of and be binding upon the respective heirs, successors and assigns of EES Leasing and EXLP Leasing. Terms used herein but not defined herein shall have the meanings assigned to such terms in the Second Amended And Restated Omnibus Agreement entered into on, and effective as of, [___], 2009, by and among Exterran Holdings, Inc., Exterran Energy Solutions, L.P., Exterran GP LLC, Exterran General Partner, L.P., Exterran Partners, L.P., and EXLP Operating LLC (as amended, modified, supplemented or restated from time to time, the “Omnibus Agreement”).

LESSEE’S RESPONSIBILITIES. Lessee – In addition to the responsibilities detailed in the Master Agreement, Lessee shall furnish the following: Daily maintenance and inspections of all engines, compressors and accessory parts forming the Equipment (both labor and necessary parts), including without limitation: o □ Monthly adjustments on the engine and compressor per Lessor’s guidelines; o □ Anti-freeze in accordance with Lessor’s requirements; o □ Lubricants and related filters in accordance with Lessor’s requirements; and o □ Daily inspections/monitoring. Competent and prudent Equipment operator for normal operations. Provide an inlet separator for the Equipment to remove solids (such as sand) and all entrained liquids from the gas stream; Lessee hereby acknowledging that the scrubber provided by Lessor with the Equipment is only an emergency scrubber. Site preparation, including suitable sand or gravel pad or concrete base as required. Valves and piping to suction and discharge flanges, and fuel gas inlet(s) of compressor(s). Suction to discharge bypass piping and suction pressure control valve (if required). All installation expenses. Suitable, sweet, dry natural gas fuel for engine use with 900 to 1100 BTU/ft3 and no more than 10 ppm H2S. Air/gas pressure of with sufficient pressure and volume for engine starting. Provide, connect and maintain a properly functioning waste discharge system downstream of the Equipment, including an outlet connection from the skid drain and all pipes, connections, the blow casing and tank downstream of the skid drain; and remove and dispose of all fluids discharged by the discharge tank, the blow casing and any pipes or connections to the skid plus collection and disposal of such liquids from the Equipment’s skid and any other liquids incidental to Equipment operations. Equipment Site with ingress and egress satisfactory to Lessor. Disconnection of Equipment and Site restoration expenses. Site fencing, if requested by Lessor. Any and all necessary equipment, supplies and services not specifically listed as Lessor’s responsibility, above. The following responsibilities apply when Site is offshore or in inland waterways: Suitable platform or barge capable of supporting the Equipment. All transporation (including air and water) and cranes necessary for delivery, installation, maintenance, repair and removal of the Equipment. All transportation (including air and water) for Lessor personnel, parts, tools and supplies. Cost for any standby time in excess of 4 hours that is beyond the direct control of Lessor (including due to inclement weather that, in the sole but reasonable discretion of Lessor impedes safe travel). SCHEDULE ‘A’ TO EQUIPMENT MASTER RENTAL AGREEMENT (BARE RENTAL) Lessee: :_______________________________________________ Date: Attention: :________________ In accordance with your request, we are pleased to offer the herein described Equipment for your application on the _______________ lease in ______________________ (detail, to the extent available, section, township, range, county/parish, state and country) (“Site”). Unit #: :__________________________ HP: :_____________________________ Equipment Description: :______________________________________________________________________________ The term of this Schedule A shall commence upon the date the Equipment is accepted in accordance with the Master Agreement and shall continue indefinitely until terminated by either party, upon thirty (30) days’ advanced written notice. Neither party may terminate this schedule Schedule A within twelve (12) months of commencement of the term. Notwithstanding the foregoing, this Schedule A shall terminate if (a) gas conditions change or the use of the Equipment by the Lessee pursuant to a User Contract ends rendering the Equipment unnecessary; (b) force majeure prevents a party from performing its obligations hereunder; or (c) a default occurs under this Schedule A or the Master Agreement. The RENTAL RATE is $ $__________ per month for the duration of the term of this Schedule A. The Rental Rate shall be invoiced monthly and payable monthly in arrears within but in any event shall be paid no later than 30 days of after the end of each month the fiscal quarter in which a particular month’s Rental Rate is incurred (beginning on the date the Equipment is accepted) in which the Equipment is leased. Any manufacturing check the box designation in any User Contract shall apply in equal force to this Schedule A. When executed by Lessor and Lessee, this Schedule A shall apply to the EQUIPMENT MASTER RENTAL AGREEMENT (or equivalent master agreement) executed by Lessee and Lessor (or their respective predecessors or affiliates) and dated as shown below (the “Master Agreement”) whether or not attached hereto, and shall be deemed an individual agreement between the parties hereto for the Equipment described herein. This Schedule A and the applicable Master Agreement contains the entire agreement between the parties relating to the matters contained herein and therein, superseding all prior contracts and agreements, relating to the xxxxxx contained herein and therein. Unless otherwise defined herein, terms have the meanings set forth in the Master Agreement. Master Agreement Date: :___________________________ ACKNOWLEDGED and ACCEPTED by the undersigned, duly-authorized representatives of the parties as of the date first shown above. LESSOR: _______________________________________ By: :____________________________ Title: :___________________________ LESSEE: _______________________________________ By: :____________________________ Title: Exhibit 3 :___________________________ Form Like-Kind Exchange Xxxx of Sale ASSIGNMENT EQUIPMENT TRANSFER CERTIFICATE AND XXXX OF SALE (Like-Kind Exchange) For valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, EES [Effective Date] Archrock Leasing LLC, a Delaware limited liability company,(“EES company,(“Archrock Leasing”) on the one hand and EXLP Archrock Field Services Leasing LLC, a Delaware limited liability company, (“EXLP AFS Leasing”) on the other hand (each a “Party” and collectively, the “Parties”) hereby SELLS, GRANTS, ASSIGNS and TRANSFERS confirm their understandings with respect to the other, transfer effective as of this ________________ day of , 20___, good, marketable and indefeasible title to all ____ of the transferor’s right, title and interest in, to and under its Compression Equipment described equipment listed on Exhibit A Schedule 1 attached hereto and made a part hereof for all purposes, together with all assets, rights and properties related to such Compression Equipment of the sort described in Section 4.2(b) of the Omnibus Agreement (as defined below) (in each respective case, collectively the “AssetsEquipment”). Each For good and valuable consideration, each Party hereby distributes, grants, bargains, sells, transfers, conveys, assigns and sets over unto the other Party all of EES Leasing its right, title and EXLP Leasing interest in, to, and under its Equipment identified on Schedule 1. Such transfer and conveyance is made without recourse to each Party in its respective capacity as a transferor, . Each Party in its name capacity as transferor hereby warrants and in represents to the name of other Party and its respective successors and assigns, hereby represents assigns that (a) it such Party has good and marketable legal and indefeasible title to, and good and lawful right to sell, its Equipment, (b) such Party’s Equipment is free and clear of any and all Liens except for Liens created by the other Party and any Permitted Liens, (c) such Party intends to convey its Assets Equipment and to acquire in exchange the Assets Equipment owned by the other party which Party that are of in like kind and qualifying use within the meaning of Section 1031 of the Code Code; and (bd) it such Party has the power and authority to exchange sell or otherwise transfer the Assets Equipment in the manner provided in this Assignment Certificate. Each Party in its capacity as transferor covenants that it will defend title in and Xxxx of Sale to its Equipment against any and that the Assets are free and clear of all Liens, except for any Liens created by its respective transferee and except for other than Permitted Liens. EXCEPT AS EXPRESSLY PROVIDED SET FORTH HEREIN AND IN THE OMNIBUS AGREEMENT, THE ASSETS ARE EQUIPMENT IS BEING EXCHANGED SOLD WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF FITNESS FOR USE OR MERCHANTIBILITYMERCHANTABILITY. This Certificate is made and given in good faith and not for the purpose of defrauding creditors or purchasers. The transfer evidenced by this Certificate is intended to be an absolute assignment and conveyance and a true sale, as contemplated in Section 9-109(e) of the Uniform Commercial Code, as adopted by the State of Texas. THIS CERTIFICATE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, THE UNITED STATES OF AMERICA, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. The Parties agree to submit to the jurisdiction of the courts of the State of Texas, the United States of America. The language governing this Certificate shall be English, and any translation of this Certificate into any other language shall not have legal effect. This Certificate may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, but all of which when taken together shall constitute a single agreement. Delivery of an executed counterpart of a signature page of this Certificate by facsimile transmission or electronic mail (in .pdf form) shall be effective as delivery of a manually executed counterpart of this Certificate. Each of EES Leasing and EXLP Leasing in its respective capacity as transferor does hereby bind itself, its successors and assigns, to forever warrant and defend the title to the Assets unto its respective transferee, its successors and assigns against the lawful claim or claims of any person whomsoever claiming an interest in the Assets. Each of EES Leasing and EXLP Leasing in its respective capacity as transferor Party covenants and agrees to execute and deliver to its respective transferee the other Party all such other additional instruments and other documents and will do all such other acts and things as may be necessary to fully assign to its respective transfereethe other Party, or its successors and assigns, all of the Assetsits Equipment. All of the provisions hereof shall inure to the benefit of and be binding upon the respective heirs, successors and assigns of EES Leasing and EXLP Leasingthe Parties. Terms used herein but not defined herein shall have the meanings assigned to such terms in the Second Fourth Amended And Restated Omnibus Agreement entered into on, and effective as ofof November 3, [___], 20092014, by and among Exterran HoldingsArchrock, Inc., Exterran Energy SolutionsArchrock Services, L.P., Exterran Archrock GP LLC, Exterran Archrock General Partner, L.P., Exterran Archrock Partners, L.P., and EXLP Operating Archrock Field Services LLC (as amended, modified, supplemented or restated from time to time, the “Omnibus Agreement”).

LESSEE’S RESPONSIBILITIES. Lessee – - In addition to the responsibilities detailed in the Master Agreement, Lessee shall furnish the following: Daily maintenance and inspections of all engines, compressors and accessory parts forming the Equipment (both labor and necessary parts), including without limitation: o Monthly adjustments on the engine and compressor per Lessor’s guidelines; o Anti-freeze in accordance with Lessor’s requirements; o Lubricants and related filters in accordance with Lessor’s requirements; and o Daily inspections/monitoring. Competent and prudent Equipment operator for normal operations. Provide an inlet separator for the Equipment to remove solids (such as sand) and all entrained liquids from the gas stream; Lessee hereby acknowledging that the scrubber provided by Lessor with the Equipment is only an emergency scrubber. Site preparation, including suitable sand or gravel pad or concrete base as required. Valves and piping to suction and discharge flanges, and fuel gas inlet(s) of compressor(s). Suction to discharge bypass piping and suction pressure control valve (if required). All installation expenses. Suitable, sweet, dry natural gas fuel for engine use with 900 to 1100 BTU/ft3 and no more than 10 ppm H2S. Air/gas pressure of with sufficient pressure and volume for engine starting. Provide, connect and maintain a properly functioning waste discharge system downstream of the Equipment, including an outlet connection from the skid drain and all pipes, connections, the blow casing and tank downstream of the skid drain; and remove and dispose of all fluids discharged by the discharge tank, the blow casing and any pipes or connections to the skid plus collection and disposal of such liquids from the Equipment’s skid and any other liquids incidental to Equipment operations. Equipment Site with ingress and egress satisfactory to Lessor. Disconnection of Equipment and Site restoration expenses. Site fencing, if requested by Lessor. Any and all necessary equipment, supplies and services not specifically listed as Lessor’s responsibility, above. The following responsibilities apply when Site is offshore or in inland waterways: Suitable platform or barge capable of supporting the Equipment. All transporation (including air and water) and cranes necessary for delivery, installation, maintenance, repair and removal of the Equipment. All transportation (including air and water) for Lessor personnel, parts, tools and supplies. Cost for any standby time in excess of 4 hours that is beyond the direct control of Lessor (including due to inclement weather that, in the sole but reasonable discretion of Lessor impedes safe travel). SCHEDULE ‘A’ TO EQUIPMENT MASTER RENTAL AGREEMENT (BARE RENTAL) Lessee: Attention: Date: Attention: In accordance with your request, we are pleased to offer the herein described Equipment for your application on the lease in (detail, to the extent available, section, township, range, county/parish, state and country) (“Site”). Unit #: HP: Equipment Description: The term of this Schedule A shall commence upon the date the Equipment is accepted in accordance with the Master Agreement and shall continue indefinitely until terminated by either party, upon thirty (30) days’ advanced written notice. Neither party may terminate this schedule A within twelve (12) months of commencement of the term. Notwithstanding the foregoing, this Schedule A shall terminate if (a) gas conditions change or the use of the Equipment by the Lessee pursuant to a User Contract ends rendering the Equipment unnecessary; (b) force majeure prevents a party from performing its obligations hereunder; or (c) a default occurs under this Schedule A or the Master Agreement. The RENTAL RATE is $ per month for the duration of the term of this Schedule A. The Rental Rate shall be payable monthly in arrears within 30 days of the end of each month (beginning on the date the Equipment is accepted) in which the Equipment is leased. Any manufacturing check the box designation in any User Contract shall apply in equal force to this Schedule A. When executed by Lessor and Lessee, this Schedule A shall apply to the EQUIPMENT MASTER RENTAL AGREEMENT (or equivalent master agreement) executed by Lessee and Lessor (or their respective predecessors or affiliates) and dated as shown below (the “Master Agreement”) whether or not attached hereto, and shall be deemed an individual agreement between the parties hereto for the Equipment described herein. This Schedule A and the applicable Master Agreement contains the entire agreement between the parties relating to the matters contained herein and therein, superseding all prior contracts and agreements, relating to the xxxxxx contained herein and therein. Unless otherwise defined herein, terms have the meanings set forth in the Master Agreement. Master Agreement Date: ACKNOWLEDGED and ACCEPTED by the undersigned, duly-authorized representatives of the parties as of the date first shown above. LESSOR: By: Title: LESSEE: By: Title: Exhibit 3 Form Like-Kind Exchange Xxxx of Sale ASSIGNMENT AND XXXX OF SALE (Like-Kind Exchange) For valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, EES Leasing LLC, a Delaware limited liability company,(“EES Leasing”) on the one hand and EXLP Leasing LLC, a Delaware limited liability company, (“EXLP Leasing”) on the other hand each hereby SELLS, GRANTS, ASSIGNS and TRANSFERS to the other, effective as of this ___ _day of , 20___, good, marketable and indefeasible title to all of the transferor’s right, title and interest in, to and under its Compression Equipment described on Exhibit A attached hereto and made a part hereof for all purposes, together with all assets, rights and properties related to such Compression Equipment of the sort described in Section 4.2(b) of the Omnibus Agreement (as defined below) (in each respective case, collectively the “Assets”). Each of EES Leasing and EXLP Leasing in its respective capacity as a transferor, in its name and in the name of its successors and assigns, hereby represents that (a) it intends to convey its Assets and to acquire in exchange the Assets owned by the other party which are of like kind and qualifying use within the meaning of Section 1031 of the Code and (b) it has the power and authority to exchange or otherwise transfer the Assets in the manner provided in this Assignment and Xxxx of Sale and that the Assets are free and clear of all Liens, except for any Liens created by its respective transferee and except for Permitted Liens. EXCEPT AS EXPRESSLY PROVIDED IN THE OMNIBUS AGREEMENT, THE ASSETS ARE BEING EXCHANGED WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF FITNESS FOR USE OR MERCHANTIBILITY. Each of EES Leasing and EXLP Leasing in its respective capacity as transferor does hereby bind itself, its successors and assigns, to forever warrant and defend the title to the Assets unto its respective transferee, its successors and assigns against the lawful claim or claims of any person whomsoever claiming an interest in the Assets. Each of EES Leasing and EXLP Leasing in its respective capacity as transferor covenants and agrees to execute and deliver to its respective transferee all such other additional instruments and other documents and will do all such other acts and things as may be necessary to fully assign to its respective transferee, or its successors and assigns, all of the Assets. All of the provisions hereof shall inure to the benefit of and be binding upon the respective heirs, successors and assigns of EES Leasing and EXLP Leasing. Terms used herein but not defined herein shall have the meanings assigned to such terms in the Second Amended And Restated Omnibus Agreement entered into on, and effective as of, [___], 2009, by and among Exterran Holdings, Inc., Exterran Energy Solutions, L.P., Exterran GP LLC, Exterran General Partner, L.P., Exterran Partners, L.P., and EXLP Operating LLC (as amended, modified, supplemented or restated from time to time, the “Omnibus Agreement”).

LESSEE’S RESPONSIBILITIES. Lessee – — In addition to the responsibilities detailed in the Master Agreement, Lessee shall furnish the following: Daily maintenance and inspections of all engines, compressors and accessory parts forming the Equipment (both labor and necessary parts), including without limitation: o Monthly adjustments on the engine and compressor per Lessor’s guidelines; o Anti-freeze in accordance with Lessor’s requirements; o Lubricants and related filters in accordance with Lessor’s requirements; and o Daily inspections/monitoring. Competent and prudent Equipment operator for normal operations. Provide an inlet separator for the Equipment to remove solids (such as sand) and all entrained liquids from the gas stream; Lessee hereby acknowledging that the scrubber provided by Lessor with the Equipment is only an emergency scrubber. Site preparation, including suitable sand or gravel pad or concrete base as required. Valves and piping to suction and discharge flanges, and fuel gas inlet(s) of compressor(s). Suction to discharge bypass piping and suction pressure control valve (if required). All installation expenses. Suitable, sweet, dry natural gas fuel for engine use with 900 to 1100 BTU/ft3 and no more than 10 ppm H2S. Air/gas pressure of with sufficient pressure and volume for engine starting. Provide, connect and maintain a properly functioning waste discharge system downstream of the Equipment, including an outlet connection from the skid drain and all pipes, connections, the blow casing and tank downstream of the skid drain; and remove and dispose of all fluids discharged by the discharge tank, the blow casing and any pipes or connections to the skid plus collection and disposal of such liquids from the Equipment’s skid and any other liquids incidental to Equipment operations. Equipment Site with ingress and egress satisfactory to Lessor. Disconnection of Equipment and Site restoration expenses. Site fencing, if requested by Lessor. Any and all necessary equipment, supplies and services not specifically listed as Lessor’s responsibility, above. The following responsibilities apply when Site is offshore or in inland waterways: Suitable platform or barge capable of supporting the Equipment. All transporation (including air and water) and cranes necessary for delivery, installation, maintenance, repair and removal of the Equipment. All transportation (including air and water) for Lessor personnel, parts, tools and supplies. Cost for any standby time in excess of 4 hours that is beyond the direct control of Lessor (including due to inclement weather that, in the sole but reasonable discretion of Lessor impedes safe travel). SCHEDULE ‘A’ TO EQUIPMENT MASTER RENTAL AGREEMENT (BARE RENTAL) Lessee: :___________________________ Date: Attention: :________________ In accordance with your request, we are pleased to offer the herein described Equipment for your application on the _______________ lease in ______________________ (detail, to the extent available, section, township, range, county/parish, state and country) (“Site”). Unit #: :__________________________ HP: :_____________________________ Equipment Description: :__________________________________________________________________________________ The term of this Schedule A shall commence upon the date the Equipment is accepted in accordance with the Master Agreement and shall continue indefinitely until terminated by either party, upon thirty (30) days’ advanced written notice. Neither party may terminate this schedule Schedule A within twelve (12) months of commencement of the term. Notwithstanding the foregoing, this Schedule A shall terminate if (a) gas conditions change or the use of the Equipment by the Lessee pursuant to a User Contract ends rendering the Equipment unnecessary; (b) force majeure prevents a party from performing its obligations hereunder; or (c) a default occurs under this Schedule A or the Master Agreement. The RENTAL RATE is $ $__________ per month for the duration of the term of this Schedule A. The Rental Rate shall be invoiced monthly and payable monthly in arrears within but in any event shall be paid no later than 30 days of after the end of each month the fiscal quarter in which a particular month’s Rental Rate is incurred (beginning on the date the Equipment is accepted) in which the Equipment is leased. Any manufacturing check the box designation in any User Contract shall apply in equal force to this Schedule A. When executed by Lessor and Lessee, this Schedule A shall apply to the EQUIPMENT MASTER RENTAL AGREEMENT (or equivalent master agreement) executed by Lessee and Lessor (or their respective predecessors or affiliates) and dated as shown below (the “Master Agreement”) whether or not attached hereto, and shall be deemed an individual agreement between the parties hereto for the Equipment described herein. This Schedule A and the applicable Master Agreement contains the entire agreement between the parties relating to the matters contained herein and therein, superseding all prior contracts and agreements, relating to the xxxxxx contained herein and therein. Unless otherwise defined herein, terms have the meanings set forth in the Master Agreement. Master Agreement Date: :___________________________ ACKNOWLEDGED and ACCEPTED by the undersigned, duly-authorized representatives of the parties as of the date first shown above. LESSOR: _____________________________ By: :____________________________ Title: :___________________________ LESSEE: _____________________________ By: :____________________________ Title: :___________________________ Exhibit 3 to Omnibus Agreement Form Like-Kind Exchange Xxxx of Sale ASSIGNMENT EQUIPMENT TRANSFER CERTIFICATE AND XXXX OF SALE (Like-Kind Exchange) For valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, [Effective Date] EES Leasing LLC, a Delaware limited liability company,(“EES Leasing”) on the one hand and EXLP Leasing LLC, a Delaware limited liability company, (“EXLP Leasing”) on the other hand (each a “Party” and collectively, the “Parties”) hereby SELLS, GRANTS, ASSIGNS and TRANSFERS confirm their understandings with respect to the other, transfer effective as of this ________________ day of , 20___, good, marketable and indefeasible title to all ____ of the transferor’s right, title and interest in, to and under its Compression Equipment described equipment listed on Exhibit A Schedule 1 attached hereto and made a part hereof for all purposes, together with all assets, rights and properties related to such Compression Equipment of the sort described in Section 4.2(b) of the Omnibus Agreement (as defined below) (in each respective case, collectively the “AssetsEquipment”). Each For good and valuable consideration, each Party hereby distributes, grants, bargains, sells, transfers, conveys, assigns and sets over unto the other Party all of EES Leasing its right, title and EXLP Leasing interest in, to, and under its Equipment identified on Schedule 1. Such transfer and conveyance is made without recourse to each Party in its respective capacity as a transferor, . Each Party in its name capacity as transferor hereby warrants and in represents to the name of other Party and its respective successors and assigns, hereby represents assigns that (a) it such Party has good and marketable legal and indefeasible title to, and good and lawful right to sell, its Equipment, (b) such Party’s Equipment is free and clear of any and all Liens except for Liens created by the other Party and any Permitted Liens, (c) such Party intends to convey its Assets Equipment and to acquire in exchange the Assets Equipment owned by the other party which Party that are of in like kind and qualifying use within the meaning of Section 1031 of the Code Code; and (bd) it such Party has the power and authority to exchange sell or otherwise transfer the Assets Equipment in the manner provided in this Assignment Certificate. Each Party in its capacity as transferor covenants that it will defend title in and Xxxx of Sale to its Equipment against any and that the Assets are free and clear of all Liens, except for any Liens created by its respective transferee and except for other than Permitted Liens. EXCEPT AS EXPRESSLY PROVIDED SET FORTH HEREIN AND IN THE OMNIBUS AGREEMENT, THE ASSETS ARE EQUIPMENT IS BEING EXCHANGED SOLD WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF FITNESS FOR USE OR MERCHANTIBILITYMERCHANTABILITY. Each This Certificate is made and given in good faith and not for the purpose of EES Leasing defrauding creditors or purchasers. The transfer evidenced by this Certificate is intended to be an absolute assignment and EXLP Leasing conveyance and a true sale, as contemplated in its respective capacity Section 9-109(e) of the Uniform Commercial Code, as transferor does hereby bind itselfadopted by the State of Texas. THIS CERTIFICATE SHALL BE GOVERNED BY, its successors and assignsAND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, THE UNITED STATES OF AMERICA, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. The Parties agree to forever warrant and defend the title submit to the Assets unto its respective transfereejurisdiction of the courts of the State of Texas, its successors the United States of America. The language governing this Certificate shall be English, and assigns against the lawful claim or claims any translation of this Certificate into any person whomsoever claiming an interest in the Assetsother language shall not have legal effect. Each of EES Leasing and EXLP Leasing in its respective capacity as transferor covenants and agrees to execute and deliver to its respective transferee all such other additional instruments and other documents and will do all such other acts and things as This Certificate may be necessary to fully assign to its respective transfereeexecuted in any number of counterparts, or its successors each of which when executed and assignsdelivered shall constitute an original, but all of the Assets. All of the provisions hereof which when taken together shall inure to the benefit of and be binding upon the respective heirs, successors and assigns of EES Leasing and EXLP Leasing. Terms used herein but not defined herein shall have the meanings assigned to such terms in the Second Amended And Restated Omnibus Agreement entered into on, and effective as of, [___], 2009, by and among Exterran Holdings, Inc., Exterran Energy Solutions, L.P., Exterran GP LLC, Exterran General Partner, L.P., Exterran Partners, L.P., and EXLP Operating LLC (as amended, modified, supplemented or restated from time to time, the “Omnibus Agreement”).constitute a single

LESSEE’S RESPONSIBILITIES. Lessee – — In addition to the responsibilities detailed in the Master Agreement, Lessee shall furnish the following: Daily maintenance and inspections of all engines, compressors and accessory parts forming the Equipment (both labor and necessary parts), including without limitation: o Monthly adjustments on the engine and compressor per Lessor’s guidelines; o Anti-freeze in accordance with Lessor’s requirements; o Lubricants and related filters in accordance with Lessor’s requirements; and o Daily inspections/monitoring. Competent and prudent Equipment operator for normal operations. Provide an inlet separator for the Equipment to remove solids (such as sand) and all entrained liquids from the gas stream; Lessee hereby acknowledging that the scrubber provided by Lessor with the Equipment is only an emergency scrubber. Site preparation, including suitable sand or gravel pad or concrete base as required. Valves and piping to suction and discharge flanges, and fuel gas inlet(s) of compressor(s). Suction to discharge bypass piping and suction pressure control valve (if required). All installation expenses. Suitable, sweet, dry natural gas fuel for engine use with 900 to 1100 BTU/ft3 and no more than 10 ppm H2S. Air/gas pressure of with sufficient pressure and volume for engine starting. Provide, connect and maintain a properly functioning waste discharge system downstream of the Equipment, including an outlet connection from the skid drain and all pipes, connections, the blow casing and tank downstream of the skid drain; and remove and dispose of all fluids discharged by the discharge tank, the blow casing and any pipes or connections to the skid plus collection and disposal of such liquids from the Equipment’s skid and any other liquids incidental to Equipment operations. Equipment Site with ingress and egress satisfactory to Lessor. Disconnection of Equipment and Site restoration expenses. Site fencing, if requested by Lessor. Any and all necessary equipment, supplies and services not specifically listed as Lessor’s responsibility, above. The following responsibilities apply when Site is offshore or in inland waterways: Suitable platform or barge capable of supporting the Equipment. All transporation (including air and water) and cranes necessary for delivery, installation, maintenance, repair and removal of the Equipment. All transportation (including air and water) for Lessor personnel, parts, tools and supplies. Cost for any standby time in excess of 4 hours that is beyond the direct control of Lessor (including due to inclement weather that, in the sole but reasonable discretion of Lessor impedes safe travel). SCHEDULE ‘A’ TO EQUIPMENT MASTER RENTAL AGREEMENT (BARE RENTAL) Lessee: :___________________________ Date: Attention: :________________ In accordance with your request, we are pleased to offer the herein described Equipment for your application on the _______________ lease in ______________________ (detail, to the extent available, section, township, range, county/parish, state and country) (“Site”). Unit #: :__________________________ HP: :_____________________________ Equipment Description: :____________________________ The term of this Schedule A shall commence upon the date the Equipment is accepted in accordance with the Master Agreement and shall continue indefinitely until terminated by either party, upon thirty (30) days’ advanced written notice. Neither party may terminate this schedule Schedule A within twelve (12) months of commencement of the term. Notwithstanding the foregoing, this Schedule A shall terminate if (a) gas conditions change or the use of the Equipment by the Lessee pursuant to a User Contract ends rendering the Equipment unnecessary; (b) force majeure prevents a party from performing its obligations hereunder; or (c) a default occurs under this Schedule A or the Master Agreement. The RENTAL RATE is $ $__________ per month for the duration of the term of this Schedule A. The Rental Rate shall be invoiced monthly and payable monthly in arrears within but in any event shall be paid no later than 30 days of after the end of each month the fiscal quarter in which a particular month’s Rental Rate is incurred (beginning on the date the Equipment is accepted) in which the Equipment is leased. Any manufacturing check the box designation in any User Contract shall apply in equal force to this Schedule A. When executed by Lessor and Lessee, this Schedule A shall apply to the EQUIPMENT MASTER RENTAL AGREEMENT (or equivalent master agreement) executed by Lessee and Lessor (or their respective predecessors or affiliates) and dated as shown below (the “Master Agreement”) whether or not attached hereto, and shall be deemed an individual agreement between the parties hereto for the Equipment described herein. This Schedule A and the applicable Master Agreement contains the entire agreement between the parties relating to the matters contained herein and therein, superseding all prior contracts and agreements, relating to the xxxxxx contained herein and therein. Unless otherwise defined herein, terms have the meanings set forth in the Master Agreement. Master Agreement Date: :___________________________ ACKNOWLEDGED and ACCEPTED by the undersigned, duly-authorized representatives of the parties as of the date first shown above. LESSOR: _____________________________ By: Title: LESSEE: _____________________________ By: Title: Exhibit 3 to Omnibus Agreement Form Like-Kind Exchange Xxxx of Sale ASSIGNMENT EQUIPMENT TRANSFER CERTIFICATE AND XXXX OF SALE (Like-Kind Exchange) For valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, [Effective Date] EES Leasing LLC, a Delaware limited liability company,(“EES Leasing”) on the one hand and EXLP Leasing LLC, a Delaware limited liability company, (“EXLP Leasing”) on the other hand (each a “Party” and collectively, the “Parties”) hereby SELLS, GRANTS, ASSIGNS and TRANSFERS confirm their understandings with respect to the other, transfer effective as of this ________________ day of , 20___, good, marketable and indefeasible title to all ____ of the transferor’s right, title and interest in, to and under its Compression Equipment described equipment listed on Exhibit A Schedule 1 attached hereto and made a part hereof for all purposes, together with all assets, rights and properties related to such Compression Equipment of the sort described in Section 4.2(b) of the Omnibus Agreement (as defined below) (in each respective case, collectively the “AssetsEquipment”). Each For good and valuable consideration, each Party hereby distributes, grants, bargains, sells, transfers, conveys, assigns and sets over unto the other Party all of EES Leasing its right, title and EXLP Leasing interest in, to, and under its Equipment identified on Schedule 1. Such transfer and conveyance is made without recourse to each Party in its respective capacity as a transferor, . Each Party in its name capacity as transferor hereby warrants and in represents to the name of other Party and its respective successors and assigns, hereby represents assigns that (a) it such Party has good and marketable legal and indefeasible title to, and good and lawful right to sell, its Equipment, (b) such Party’s Equipment is free and clear of any and all Liens except for Liens created by the other Party and any Permitted Liens, (c) such Party intends to convey its Assets Equipment and to acquire in exchange the Assets Equipment owned by the other party which Party that are of in like kind and qualifying use within the meaning of Section 1031 of the Code Code; and (bd) it such Party has the power and authority to exchange sell or otherwise transfer the Assets Equipment in the manner provided in this Assignment Certificate. Each Party in its capacity as transferor covenants that it will defend title in and Xxxx of Sale to its Equipment against any and that the Assets are free and clear of all Liens, except for any Liens created by its respective transferee and except for other than Permitted Liens. EXCEPT AS EXPRESSLY PROVIDED SET FORTH HEREIN AND IN THE OMNIBUS AGREEMENT, THE ASSETS ARE EQUIPMENT IS BEING EXCHANGED SOLD WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF FITNESS FOR USE OR MERCHANTIBILITYMERCHANTABILITY. Each This Certificate is made and given in good faith and not for the purpose of EES Leasing defrauding creditors or purchasers. The transfer evidenced by this Certificate is intended to be an absolute assignment and EXLP Leasing conveyance and a true sale, as contemplated in its respective capacity Section 9-109(e) of the Uniform Commercial Code, as transferor does hereby bind itselfadopted by the State of Texas. THIS CERTIFICATE SHALL BE GOVERNED BY, its successors and assignsAND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, THE UNITED STATES OF AMERICA, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. The Parties agree to forever warrant and defend the title submit to the Assets unto its respective transfereejurisdiction of the courts of the State of Texas, its successors the United States of America. The language governing this Certificate shall be English, and assigns against the lawful claim or claims any translation of this Certificate into any person whomsoever claiming an interest in the Assetsother language shall not have legal effect. Each of EES Leasing and EXLP Leasing in its respective capacity as transferor covenants and agrees to execute and deliver to its respective transferee all such other additional instruments and other documents and will do all such other acts and things as This Certificate may be necessary to fully assign to its respective transfereeexecuted in any number of counterparts, or its successors each of which when executed and assignsdelivered shall constitute an original, but all of the Assets. All of the provisions hereof which when taken together shall inure to the benefit of and be binding upon the respective heirs, successors and assigns of EES Leasing and EXLP Leasing. Terms used herein but not defined herein shall have the meanings assigned to such terms in the Second Amended And Restated Omnibus Agreement entered into on, and effective as of, [___], 2009, by and among Exterran Holdings, Inc., Exterran Energy Solutions, L.P., Exterran GP LLC, Exterran General Partner, L.P., Exterran Partners, L.P., and EXLP Operating LLC (as amended, modified, supplemented or restated from time to time, the “Omnibus Agreement”).constitute a single