SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT AMONG EXTERRAN HOLDINGS, INC. EXTERRAN ENERGY SOLUTIONS, L.P. EXTERRAN GP LLC EXTERRAN GENERAL PARTNER, L.P. EXTERRAN PARTNERS, L.P. AND EXLP OPERATING LLCOmnibus Agreement • November 4th, 2010 • Exterran Partners, L.P. • Natural gas transmission
THIS SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT is entered into on, and effective as of, November 10, 2009 (the “Effective Date”), and is by and among Exterran Holdings, Inc., a Delaware corporation (“Exterran”), Exterran Energy Solutions, L.P., a Delaware limited partnership (“EESLP”), Exterran GP LLC, a Delaware limited liability company formerly named UCO GP, LLC (“GP LLC”), Exterran General Partner, L.P., a Delaware limited partnership formerly named UCO General Partner, L.P. (the “General Partner”), Exterran Partners, L.P., a Delaware limited partnership (the “Partnership”) and EXLP Operating LLC (the “Operating Company”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
SENIOR SECURED CREDIT AGREEMENT Dated as of October 20, 2006 Among UC OPERATING PARTNERSHIP, L.P., as Borrower, UNIVERSAL COMPRESSION PARTNERS, L.P. as Guarantor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, DEUTSCHE BANK TRUST...Senior Secured Credit Agreement • November 4th, 2010 • Exterran Partners, L.P. • Natural gas transmission • Texas
THIS SENIOR SECURED CREDIT AGREEMENT dated as of October 20, 2006, is among: UC OPERATING PARTNERSHIP, L.P., a limited partnership formed under the laws of the State of Delaware (the “Borrower”); UNIVERSAL COMPRESSION PARTNERS, L.P., a limited partnership formed under the laws of the State of Delaware (“UCLP”, and in its capacity as guarantor of the Loans, a “Guarantor”); WACHOVIA BANK, NATIONAL ASSOCIATION, individually and as administrative agent for the Lenders (herein, together with its successors in such capacity, the “Administrative Agent”); DEUTSCHE BANK TRUST COMPANY AMERICAS, individually and as syndication agent (herein, together with its successors in such capacity, the “Syndication Agent”); WACHOVIA CAPITAL MARKETS, LLC (“Wachovia Securities”) and DEUTSCHE BANK SECURITIES INC. (“DBSI” and together with Wachovia Securities and their successors in such capacity, the “Joint Lead Arrangers” and “Joint Book Runners”); FORTIS CAPITAL CORP., (“Fortis”) and WELLS FARGO BANK, NATION
MANAGEMENT AGREEMENT BY AND BETWEEN EXTERRAN PARTNERS, L.P., AS THE MANAGER, EXLP ABS 2009 LLC, AS THE ISSUER, AND EXLP ABS LEASING 2009 LLC, AS THE LESSOR OCTOBER 13, 2009Management Agreement • November 4th, 2010 • Exterran Partners, L.P. • Natural gas transmission • New York
THIS MANAGEMENT AGREEMENT, dated as of October 13, 2009 (as amended, modified or supplemented from time to time in accordance with the terms hereof, this “Agreement”) is entered into by and between EXLP ABS 2009 LLC, a limited liability company formed under the laws of the State of Delaware, whose principal office is at 16666 Northchase Drive, Houston, Texas 77060 (together with its successors and permitted assigns, the “Issuer”), EXLP ABS LEASING 2009 LLC, a limited liability company formed under the laws of the State of Delaware, whose principal office is at 16666 Northchase Drive, Houston, Texas 77060 (together with its successors and permitted assigns, the “Lessor”) and EXTERRAN PARTNERS, L.P., a limited partnership organized under the laws of the State of Delaware whose principal office is at 16666 Northchase Drive, Houston, Texas 77060 (together with its successors and permitted assigns, “EXLP”), as the initial Manager hereunder (in such capacity, together with any Replacement Ma
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT AMONG EXTERRAN HOLDINGS, INC. EXTERRAN ENERGY SOLUTIONS, L.P. EXTERRAN GP LLC EXTERRAN GENERAL PARTNER, L.P. EXTERRAN PARTNERS, L.P. AND EXLP OPERATING LLCOmnibus Agreement • November 4th, 2010 • Exterran Partners, L.P. • Natural gas transmission
This First Amendment (this “Amendment”) to the Second Amended and Restated Omnibus Agreement is entered into on, and effective as of, August 11, 2010 (the “Effective Date”), and is by and among Exterran Holdings, Inc., a Delaware corporation (“Exterran”), Exterran Energy Solutions, L.P., a Delaware limited partnership (“EESLP”), Exterran GP LLC, a Delaware limited liability company (“GP LLC”), Exterran General Partner, L.P., a Delaware limited partnership (the “General Partner”), Exterran Partners, L.P., a Delaware limited partnership (the “Partnership”), and EXLP Operating LLC, a Delaware limited liability company (the “Operating Company”). The above-named entities are sometimes referred to in this Amendment collectively as the “Parties.”
