EXTERRAN PARTNERS, L.P. 5,250,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2011 • Exterran Partners, L.P. • Natural gas transmission • New York
This agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Exterran Holdings, Inc., a Delaware corporation, Exterran Partners, L.P., a Delaware limited partnership (the “Partnership”), EXH MLP LP LLC, a Delaware limited liability company, Exterran General Partner, L.P., a Delaware limited partnership, Exterran GP, LLC, a Delaware limited liability company (“GP LLC”), Wells Fargo Securities, LLC (“Wells Fargo”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives (the “Representatives”) of the several underwriters named in Exhibit A thereto (the “Underwriters”), relating to a proposed underwritten public offering of common units (the “Common Units”) representing limited partner interests in the Partnership.
