GUARANTY
EXHIBIT 10.10
THIS GUARANTY, dated as of August 20, 2007 (as amended, modified or supplemented from time to
time in accordance with its terms, this “Guaranty”), is issued by EXTERRAN HOLDINGS, INC.,
a Delaware corporation (together with its successors and permitted assigns, the
“Guarantor”), for the benefit of EXTERRAN ABS 2007 LLC, a Delaware limited liability
company (together with its successors and permitted assigns, the “Issuer”), EXTERRAN ABS
LEASING 2007 LLC, a Delaware limited liability company (together with its successors and permitted
assigns, “Equipment Lessor”) and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking
association, as indenture trustee on behalf of the parties set forth in the hereinafter defined
Indenture (together with its successors and permitted assigns, the “Indenture Trustee”;
each of the Issuer and the Indenture Trustee (for the benefit of the Noteholders, any Series
Enhancer and any Interest Rate Hedge Provider), a “Beneficiary” and collectively, the
“Beneficiaries”).
PRELIMINARY STATEMENTS:
(1) The Issuer, Equipment Lessor and Exterran, Inc. (“EI”) have entered into that
certain Management Agreement, dated as of August 20, 2007 (as amended, modified or supplemented
from time to time in accordance with its terms, the “Management Agreement”) pursuant to
which EI has and will manage certain Compressors on behalf of the Issuer;
(2) The Issuer is issuing one or more classes of notes (collectively, the “Notes”)
pursuant to that certain Indenture (as amended, modified or supplemented from time to time in
accordance with its terms, the “Indenture”), dated as of August 20, 2007, among the Issuer,
Equipment Lessor and the Indenture Trustee, which Notes will be collateralized by, inter alia, all
of the Issuer’s right, title and interest in and to the Owner Compressors, the User Contracts and
the Management Agreement;
(3) EI is a wholly-owned subsidiary of the Guarantor;
(4) Guarantor will obtain substantial direct and indirect benefit from the management of the
Compressors by EI, and is willing to provide this guaranty on the terms and conditions set forth
herein; and
(5) Beneficiaries have entered into the Indenture in reliance upon the benefits of this
Guaranty;
NOW, THEREFORE, in consideration of the premises and other consideration, the receipt and
sufficiency of which is hereby acknowledged by the Guarantor, the Guarantor hereby agrees as
follows:
SECTION 1. Definitions. Capitalized terms used in this Guaranty, unless otherwise
defined herein, shall have the meaning set forth in Appendix A to the Indenture.
SECTION 2. Guaranty. Guarantor hereby irrevocably, absolutely and unconditionally
guarantees: (i) the full and timely performance by EI of all of its payment and deposit
obligations as the initial Manager under the Management Agreement (EI in this capacity, the
“Guaranteed Party”) and all other amounts from time to time owing by EI under the
Management Agreement, and (ii) the full and timely performance of, and compliance with each and
every other duty, agreement, covenant, undertaking, indemnity, and obligation of the Guaranteed
Party under the Management Agreement, in each case, howsoever created, arising or evidenced,
whether direct or indirect, primary or secondary, absolute or contingent, joint or several, now or
hereafter existing or due or to become due, which arises
out of or in connection with the Management Agreement (all of such obligations described in
clauses (i) and (ii) being hereinafter collectively called the “Obligations”); provided
that nothing contained herein shall be deemed to constitute liability of or credit recourse to the
Guarantor for payment of: (A) losses arising from the financial inability of, or failure by, a
User to make contract payments or other payments under a User Contract, (B) losses arising from the
failure of the remarketing proceeds of a Compressor to equal or exceed the Appraised Value thereof
for reasons other than the Manager’s failure to comply with the Services Standard, or (C) the
Notes. Guarantor further agrees to pay all costs and expenses (including reasonable attorneys’
fees and legal expenses) paid or incurred by any Beneficiary in endeavoring to collect the
Obligations, or any part thereof, and in enforcing this Guaranty.
SECTION 3. Continuing Guaranty. This Guaranty shall in all respects be a continuing,
absolute and unconditional guaranty, and shall remain in full force and effect (notwithstanding,
without limitation, that at any time or from time to time all Obligations may have been performed
in full), subject to discontinuance only upon performance in full of: (i) all Obligations and (ii)
any and all expenses paid or incurred by a Beneficiary in endeavoring to collect the Obligations
and in enforcing this Guaranty; and all of the agreements and obligations under this Guaranty shall
remain fully in effect until all such obligations and expenses finally shall have been performed in
full.
SECTION 4. Rescission. Guarantor further agrees that, if at any time all or any part
of any payment theretofore applied by Beneficiary to any of the Obligations is or must be rescinded
or returned by Beneficiary for any reason whatsoever, such Obligations shall, for the purposes of
this Guaranty, to the extent that such payment is or must be rescinded or returned, be deemed to
have continued in existence, notwithstanding such application by Beneficiary, and this Guaranty
shall continue to be effective or be reinstated, as the case maybe, as to such Obligations, all as
though such application by Beneficiary had not been made.
SECTION 5. Certain Actions. Each Beneficiary may, from time to time at its sole
discretion and without notice to Guarantor, take any or all of the following actions without
affecting the obligations of Guarantor hereunder: (a) retain or obtain the primary or secondary
obligation of any obligor or obligors, in addition to Guarantor, with respect to any of the
Obligations or any obligation hereunder; (b) extend or renew for one or more periods (regardless of
whether longer than the original period), alter or exchange any of the Obligations, or release or
compromise any obligation of Guarantor hereunder or any obligation of any nature of any other
obligor including EI with respect to any of the Obligations; and (c) resort to Guarantor for
performance of any of the Obligations, regardless of whether Beneficiary shall have proceeded
against any other obligor primarily or secondarily obligated with respect to any of the
Obligations.
SECTION 6. Subrogation. Any amounts received by a Beneficiary from whatsoever source
on account of the Obligations may be applied by it toward the satisfaction of such of the
Obligations, and in such order of application, as Beneficiary may from time to time elect. Until
one year and one day after performance in full of all Obligations, the performance of all of
Guarantor’s obligations hereunder and the termination of this Guaranty, no amount expended by or
for the account of Guarantor pursuant to this Guaranty shall entitle Guarantor by subrogation,
indemnity or otherwise to any payment by EI or from or out of any property of EI, and Guarantor
shall not exercise any right or remedy against EI or any property of EI by reason of any
performance by Guarantor of this Guaranty. If any amount shall be paid to the Guarantor on account
of such subrogation rights at any time when all of the Obligations shall not have been performed in
full, such amount shall be held in trust for the benefit of the Beneficiaries and shall forthwith
be paid to the Indenture Trustee to be credited and applied upon the Obligations in accordance with
the terms of this Guaranty.
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SECTION 7. Waiver; Waiver of Defenses. Guarantor hereby expressly waives: (a) notice
of any Beneficiary’s acceptance of this Guaranty; (b) notice of the existence or creation or non
performance of all or any of the Obligations; (c) demand and all other notices whatsoever (provided
that nothing contained in this clause (c) shall affect any obligations to give notice or make
demand as set forth in the Management Agreement); and (d) all diligence in protection of or
realization upon the Obligations or any thereof, any obligation hereunder, or guaranty of any of
the foregoing. To the fullest extent permitted by Applicable Law, Guarantor agrees not to assert,
and hereby waives for the benefit of each Beneficiary, all rights (whether by counterclaim, setoff
or otherwise) and defenses (including, without limitation, the defense of fraud or fraud in the
inducement), whether acquired by subrogation, assignment or otherwise, to the extent that such
rights and defenses may be available to Guarantor to avoid performance of its obligations under
this Guaranty in accordance with the express provisions of this Guaranty.
SECTION 8. Unconditional Nature of Guaranty. This Guaranty shall constitute a
guaranty of performance and not of collection, and the Guarantor specifically agrees that it shall
not be necessary, and that the Guarantor shall not be entitled to require, before or as a condition
of enforcing the liability of the Guarantor under this Guaranty or requiring performance of the
Obligations by the Guarantor hereunder, or at any time thereafter, that any Person: (a) file suit
or proceed to obtain or assert a claim for personal judgment against EI or any other Person that
may be liable for any Obligations; (b) make any other effort to obtain performance of any
Obligations from EI or any other Person that may be liable for such Obligations; (c) exercise or
assert any other right or remedy to which such Person is or may be entitled in connection with any
Obligations or other guaranty therefor; or (d) assert or file any claim against the assets of EI or
any other Person liable for any Obligations. Notwithstanding anything herein to the contrary, no
provision of this Guaranty shall require the Guarantor to perform or discharge any Obligations
prior to the time such Obligations are performable. No delay on any Beneficiary’s part in the
exercise of any right or remedy shall operate as a waiver thereof, and no single or partial
exercise by any Beneficiary of any right or remedy shall preclude other or further exercise thereof
or the exercise of any other right or remedy; nor shall any modification or waiver of any of the
provisions of this Guaranty be binding upon Beneficiary except as expressly set forth in a writing
duly signed by each Beneficiary. The Beneficiaries may in all events pursue their rights under
this Guaranty prior to or simultaneously with pursuing their various rights referred to in the
Management Agreement, as the Beneficiaries may determine. No action of any Beneficiary permitted
hereunder shall in any way affect or impair any Beneficiary’s rights or Guarantor’s obligations
under this Guaranty. For the purposes of this Guaranty, Obligations shall include all of EI’s
obligations under the Management Agreement, notwithstanding any right or power of EI or anyone else
to assert any claim or defense as to the invalidity or unenforceability of any such obligation, and
no such claim or defense shall affect or impair the obligations of Guarantor hereunder. The
obligations of the Guarantor are unlimited in amount (but not greater than the Obligations plus
costs and expenses payable hereunder) and shall be continuing and irrevocable, absolute and
unconditional, primary, original and immediate and not contingent and shall remain in full force
and effect without regard to and not be released, discharged or in any way affected by any
circumstance or condition (other than by performance in full of Obligations) including, without
limitation, the occurrence of any one or more of the following:
(i) any lack of validity or enforceability of any of the Obligations under the
Management Agreement or any document entered into in connection with the
transactions contemplated by the Management Agreement, any provision thereof, or any
other agreement or instrument relating thereto or the absence of any action to
enforce the same;
(ii) any failure, omission, delay or lack on the part of the Beneficiaries to
enforce, assert or exercise any right, power, privilege or remedy conferred on the
Beneficiaries in the Management Agreement or this Guaranty, or the inability of the
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Beneficiaries to enforce any provision of the Management Agreement for any
reason, or any other act or omission on the part of the Beneficiaries; provided that
the foregoing shall not apply to applicable statutes of limitation;
(iii) any change in the time, manner or place of performance or of performance,
or in any other term of, all or any of the Obligations, or any other modification,
supplement, amendment or waiver of or any consent to departure from the terms and
conditions of any of the Management Agreement, the Intercreditor Agreement or any
document entered into in connection with the transactions contemplated by the
Management Agreement or the Related Documents;
(iv) any taking, release or amendment or waiver of or consent to departure from
any other guaranty, for all or any of the Obligations;
(v) the waiver by the Beneficiaries of the performance or observance by the
Guaranteed Party of any Obligations, the waiver of any default in the performance or
observance thereof, any extension by the Beneficiaries of the time for performance
and discharge by the Guaranteed Party of any Obligations or any extension,
indulgence or renewal of any Obligations; provided that the foregoing shall not
apply to applicable statutes of limitation;
(vi) any bankruptcy, suspension of payments, insolvency, sale of assets,
winding-up, dissolution, liquidation, receivership or reorganization of, or similar
proceedings involving, the Guaranteed Party or its assets or any resulting release
or discharge of any of the Obligations;
(vii) the recovery of any judgment against any Person or any action to enforce
the same;
(viii) any failure or delay in the enforcement of the Obligations of any Person
under the Management Agreement or any document entered into in connection with the
transactions contemplated by the Management Agreement or any provision thereof;
provided that the foregoing shall not apply to applicable statutes of limitation;
(ix) any set-off, counterclaim, deduction, defense, abatement, suspension,
deferment, diminution, recoupment, limitation or termination available with respect
to any Obligations and, to the extent permitted by Applicable Law, irrespective of
any other circumstances that might otherwise limit recourse by or against the
Guarantor or any other Person;
(x) the obtaining, the amendment or the release of or consent to any departure
from the primary or secondary obligation of any other Person, in addition to the
Guarantor, with respect to any Obligations;
(xi) any compromise, alteration, amendment, modification, extension, renewal,
release or other change, or waiver, consent or other action, or delay or omission or
failure to act, in respect of any of the terms, covenants or conditions of the
Management Agreement or any document entered into in connection with the
transactions contemplated by the Management Agreement or any Obligations, or any
other agreement or any related document referred to therein, or any assignment or
transfer of any thereof
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(xii) any change in control or the ownership of the Guaranteed Party, any
change, merger, demerger, consolidation, restructuring or termination of the
corporate structure or existence of the Guaranteed Party or its subsidiaries;
(xiii) to the fullest extent permitted by Applicable Law, any other
circumstance which might otherwise constitute a defense available to, or a discharge
of, a guarantor or surety with respect to any Obligations;
(xiv) any default, failure or delay, whether as a result of actual or alleged
force majeure, commercial impracticability or otherwise, in the performance of the
Obligations, or by any other act or circumstances which may or might in any manner
or to any extent vary the risk of the Guarantor, or which would otherwise operate as
a discharge of the Guarantor;
(xv) the existence of any other obligation of the Guarantor, or any limitation
thereof, in the Management Agreement;
(xvi) any regulatory change or other governmental action (whether or not
adverse or other change in applicable law); or
(xvii) the partial performance of the Obligations (whether as a result of the
exercise of any right, remedy, power or privilege or otherwise) or the invalidity of
any payment for any reason whatsoever.
Should any money due or owing in respect of Guarantor’s required performance under this Guaranty
not be recoverable from the Guarantor due to any of the matters specified in clauses (i) through
(xvii) above or for any other reason, then, in any such case, such money shall nevertheless be
recoverable from the Guarantor as though the Guarantor were principal debtor or obligor in respect
thereof and not merely a guarantor and shall be paid by the Guarantor forthwith.
This Guaranty shall continue to be effective or be automatically reinstated, as the case may
be, if at any time any payment, or any part thereof, in respect of any of the Obligations is
rescinded or must otherwise be restored or returned by the Beneficiaries for any reason whatsoever,
whether upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Guaranteed Party or otherwise, all as though such payment had not been made, and the Guarantor
agrees that it will indemnify the Beneficiaries on demand for all reasonable costs and expenses
(including, without limitation, fees and disbursements of counsel) incurred by the Beneficiaries in
connection with such rescission or restoration. If an event permitting the exercise of remedies
under the Management Agreement shall at any time have occurred and be continuing and such exercise,
or any consequences thereof provided in the Management Agreement, shall at such time be prevented
by reason of the pendency against the Guaranteed Party of a case or proceeding under a bankruptcy
or insolvency law, the Guarantor agrees that, for purposes of this Guaranty and its obligations
hereunder, amounts payable under the Management Agreement shall be deemed to have been declared in
default, with all attendant consequences as provided in the Management Agreement as if such
declaration of default and the consequences thereof had been accomplished in accordance with the
terms of the Management Agreement, and the Guarantor shall forthwith provide performance as to the
Obligations guaranteed hereunder, without further notice or demand.
SECTION 9. Information; Reporting Requirements.
(a) Information. Guarantor has and will continue to have independent means of
obtaining information concerning EI’s affairs, financial condition and business. Beneficiary
shall
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not have any duty or responsibility to provide Guarantor with any credit or other
information concerning EI’s affairs, financial condition or business which may come into
Beneficiary’s possession.
(b) Financial Statements. (i) As soon as available and in any event within one
hundred twenty (120) days after the end of any fiscal year of the Guarantor, a copy of each
annual report and any amendment to a report filed with the SEC or any successor agency
pursuant to Section 13 or 15(d) of the Exchange Act (currently Form 10-K), as the same may
be amended from time to time (which shall include, inter alia, the consolidated and
consolidating statements of income, stockholders’ equity and cash flows of the Guarantor and
its consolidated subsidiaries as at the end of the fiscal year, and setting forth in each
case in comparative form the corresponding figures from the corresponding figures for the
preceding fiscal year, and accompanied by the related opinion of independent public
accountants of recognized national standing reasonably acceptable to the Requisite Global
Majority which opinion shall state that said financial statements fairly present the
consolidated and consolidating financial condition and results of operations of the
Guarantor and its consolidating subsidiaries as at the end of, and for, such fiscal year and
that such financial statements have been prepared in accordance with GAAP, except for such
changes in such principles which the independent public accountants shall have concurred and
such opinion shall not contain a “going concern” or like qualification or exception, and a
certificate of such accountants stating that, in making the examination necessary for their
opinion, they obtained no knowledge, except as specifically stated, of any Manager Default),
(ii) as soon as available and in any event within sixty (60) days after the end of each of
the first three fiscal quarterly periods of each fiscal year of the Guarantor, a copy of
each quarterly report and any amendment to any quarterly report filed with the SEC or any
successor agency pursuant to Section 13 or 15(d) of the Exchange Act (currently Form 10-Q),
as the same may be amended from time to time (which shall include consolidated and
consolidating statements of income, stockholders’ equity and cash flows of the Guarantor and
its consolidated subsidiaries for such period and for the period from the beginning of the
respective fiscal year to the end of such period, and the related consolidated and
consolidating balance sheets as at the end of such period, and setting forth in each case in
comparative form the corresponding figures for the corresponding period in the preceding
fiscal year, accompanied by the certificate of a Responsible Officer, which certificate
shall state that said financial statements fairly present the consolidated and consolidating
financial condition and result of operations of the Guarantor and its consolidated
subsidiaries in accordance with GAAP, as of, and for, such period (subject to normal year
end audit adjustments)); provided, however, that the Guarantor shall be deemed to have
furnished the information required by this Section 9 (b) if the Guarantor shall have
timely made the same available on “XXXXX” and/or on its home page on the worldwide web (at
the date of this Agreement located at xxxx://xxx.xxxxxxxx.xxx); provided, further, however,
that if the Requisite Global Majority and/or Indenture Trustee, as the case may be, is
unable to access XXXXX or the Guarantor’s home page on the worldwide web, the Guarantor
agrees to provide the Requisite Global Majority and/or the Indenture Trustee, as the case
may be, with paper copies of the information required to be furnished pursuant to this
Section 9(b) promptly following notice from the Requisite Global Majority and/or
Indenture Trustee, as the case may be. Information required to be delivered pursuant to
this Section 9(b) shall be deemed to have been delivered on the date on which the
Guarantor provides notice to the Requisite Global Majority and/or Indenture Trustee, as the
case may be, that such information has been posted on “XXXXX” or Guarantor’s website or
another website identified in such notice and accessible by the Requisite Global Majority
and/or Indenture Trustee, as the case may be, without charge (and the Guarantor hereby
agrees to provide such notice).
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SECTION 10. Representations and Warranties. Guarantor represents and warrants as
follows:
(a) Organization and Good Standing. It has been duly organized and is validly
existing as a corporation in good standing under the laws of its state of incorporation,
with corporate power and authority to own its properties and to conduct its business as such
properties are presently owned and such business is presently conducted.
(b) Due Qualification. It is duly licensed, qualified and authorized to do
business and is in good standing in each jurisdiction where the ownership, leasing or
operation of its property or the conduct of its business requires such license or
qualification except for failures to be so qualified which, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.
(c) Power and Authority; Due Authorization. It has (i) all necessary power,
authority and legal right to execute, deliver and perform its obligations under this
Guaranty and (ii) duly authorized by all necessary corporate action such execution, delivery
and performance of this Guaranty.
(d) Binding Obligations. This Guaranty constitutes the legal, valid and
binding obligation of Guarantor, enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors’ rights generally and by general principles of
equity, regardless of whether such enforceability is considered in a proceeding in equity or
at law.
(e) No Violation. The execution, delivery and performance of this Guaranty
will not (i) conflict with, or result in any breach of any of the terms and provisions of,
or constitute (with or without notice or lapse of time or both) a default under (A) the
certificate of incorporation or by-laws of Guarantor or (B) any indenture, lease, loan
agreement, receivables purchase agreement, mortgage, deed of trust, or other agreement or
instrument to which Guarantor is a party or by which it or its property is bound, (ii)
result in or require the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, lease, loan agreement, receivables purchase
agreement, mortgage, deed of trust, or other agreement or instrument or (iii) violate any
law or any order, rule, regulation applicable to Guarantor of any court or of any federal,
state or foreign regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over Guarantor or any of its properties.
(f) Solvency. The execution, delivery and performance by the Guarantor of this
Guaranty will not render the Guarantor insolvent, nor is it being made in contemplation of
the Guarantor’s insolvency; the Guarantor does not, in its reasonable judgment, have an
unreasonably small capital for conducting its business as presently contemplated by it.
SECTION 11. Successors and Assigns; Amendment.
(a) This Guaranty shall be binding upon Guarantor and upon Guarantor’s successors and
assigns and all references herein to Guarantor or EI shall be deemed to include any
successor or successors whether immediate or remote, to such Person. Guarantor shall not
assign any of its obligations hereunder without the prior written consent of each
Beneficiary.
(b) This Guaranty shall inure to the benefit of each Beneficiary and respective its
successors and assigns and all references herein to Beneficiary shall be deemed to include
any
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successors and assigns of Beneficiary (whether or not reference in a particular
provision is made to such successors and assigns).
(c) No amendment or waiver of any provision of this Guaranty, and no consent to any
departure by the Guarantor herefrom, shall in any event be effective unless the same shall
be in writing and signed by the Guarantor and each Beneficiary and then such waiver or
consent shall be effective only in the specific instance and for the specific purpose for
which given.
SECTION 12. GOVERNING LAW. THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. Wherever
possible each provision of this Guaranty shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid
under such law, such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the remaining provisions of
this Guaranty.
SECTION 13. Consent to Jurisdiction; Waiver of Jury Trial. Each Beneficiary may
enforce any claim arising out of this Guaranty in any state or federal court having subject matter
jurisdiction and located in New York, New York and with respect to any such claim, Guarantor hereby
irrevocably submits to the jurisdiction of such courts. Guarantor irrevocably consents to the
service of process out of said courts by mailing a copy thereof, by registered mail, postage
prepaid, to Guarantor, and agrees that such service, to the fullest extent permitted by law, (i)
shall be deemed in every respect effective service of process upon it in any such suit, action or
proceeding and (ii) shall be taken and held to be valid personal service upon and personal delivery
to it. Nothing herein contained shall preclude Beneficiary from bringing an action or proceeding
in respect hereof in any other country, state or place having jurisdiction over such action.
Guarantor irrevocably waives, to the fullest extent permitted by law, any objection which it may
now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in
such a court located in New York, New York and any claim that any such suit, action or proceeding
brought in such court has been brought in an inconvenient forum. GUARANTOR HEREBY EXPRESSLY WAIVES
ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS
GUARANTY OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION
WITH THIS GUARANTY, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND
NOT BEFORE A JURY.
SECTION 14. Notices. All notices, demands or requests given pursuant to this Guaranty
shall be in writing, sent by overnight courier service or by telefax or hand delivery to the
following addresses:
To Manager:
|
Exterran, Inc | |
| 0000 Xxxxxxxxxx Xxxx | ||
| Xxxxxxx, Xxxxx 00000 | ||
| Telephone: (000) 000-0000 | ||
| Facsimile: (000) 000-0000 | ||
| Attention: | ||
To Issuer:
|
Exterran ABS 2007 LLC | |
| 0000 Xxxxxxxxxx Xxxx |
0
| Xxxxxxx, Xxxxx 00000 | ||
| Telephone: (000) 000-0000 | ||
| Facsimile: (000) 000-0000 | ||
| Attention: | ||
To the Indenture Trustee:
|
Xxxxx Fargo Bank, National Association | |
| Norwest Center | ||
| Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx | ||
| Xxxxxxxxxxx, XX 00000 | ||
| Telephone: (000) 000-0000 | ||
| Facsimile: (000) 000-0000 | ||
| Attention: Corporate Trust Services -Asset- Backed Administration | ||
To the Interest Rate Hedge Provider:
|
Wachovia Bank, National Association | |
| 000 Xxxxx Xxxxxxx Xx., XX-0 | ||
| Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000 | ||
| Telephone: (000) 000-0000 | ||
| Facsimile: (000) 000-0000 | ||
| Attention: Derivatives Documentation Group |
Notice shall be effective and deemed received (a) one (1) day after being delivered to the
courier service, if sent by courier, (b) upon receipt of confirmation of transmission, if sent by
telecopy, or (c) when delivered, if delivered by hand. Copies of each such notice shall be sent to
the Administrative Agent at Wachovia Capital Markets, LLC, Structured Asset Finance 000 X. Xxxxxxx
Xx., Mailcode: XXX000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000.
SECTION 15. Third Party Beneficiary. In addition to its rights as a Beneficiary
hereunder as a secured party under the Indenture, the Series Enhancer shall be a third party
beneficiary of this Guaranty and shall be entitled to directly enforce its rights hereunder as
though it were a party hereto.
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IN WITNESS WHEREOF, this Guaranty has been executed and delivered by Guarantor’s duly
authorized officer as of the date first written above.
| EXTERRAN HOLDINGS, INC. |
||||
| By: | /s/ J. Xxxxxxx Xxxxxxxx | |||
| Name: | J. Xxxxxxx Xxxxxxxx | |||
| Title: | Senior Vice President and Chief Financial Officer | |||
Accepted and Agreed:
XXXXX FARGO BANK,
NATIONAL ASSOCIATION,
as Indenture Trustee
NATIONAL ASSOCIATION,
as Indenture Trustee
By:
|
/s/ Xxxxxxx Xxxxxxxxx | |||
Name:
|
||||
Title:
|
Vice President | |||
| EXTERRAN ABS 2007 LLC | ||||
By:
|
/s/ J. Xxxxxxx Xxxxxxxx | |||
Name:
|
||||
Title:
|
Senior Vice President | |||
