INDEMNIFICATION AGREEMENTIndemnification Agreement • August 23rd, 2007 • Exterran Holdings Inc. • Services-equipment rental & leasing, nec • Delaware
This INDEMNIFICATION AGREEMENT made and entered into as of (“Agreement”), by and between EXTERRAN HOLDINGS, INC., a Delaware corporation (“Company”), and (“Indemnitee”).
MANAGEMENT AGREEMENT BY AND BETWEEN EXTERRAN, INC., AS THE MANAGER, EXTERRAN ABS 2007 LLC, AS THE ISSUER, AND EXTERRAN ABS LEASING 2007 LLC, AS THE ABS LESSOR AUGUST 20, 2007Management Agreement • August 23rd, 2007 • Exterran Holdings Inc. • Services-equipment rental & leasing, nec • New York
THIS MANAGEMENT AGREEMENT, dated as of August 20, 2007 (as amended, modified or supplemented from time to time in accordance with the terms hereof, this “Agreement”) is entered into by and between EXTERRAN ABS 2007 LLC, a limited liability company formed under the laws of the State of Delaware, whose principal office is at 4444 Brittmoore Road, Houston, Texas 77041 (together with its successors and permitted assigns, the “Issuer”), EXTERRAN ABS LEASING 2007 LLC, a limited liability company formed under the laws of the State of Delaware, whose principal office is at 4444 Brittmoore Road, Houston, Texas 77041 (together with its successors and permitted assigns, the “ABS Lessor”) and EXTERRAN, INC., a corporation organized under the laws of the State of Texas whose principal office is at 4444 Brittmoore Road, Houston, Texas 77041 (together with its successors and permitted assigns, “EI”), as the initial Manager hereunder (in such capacity, together with any Replacement Manager appointed h
SENIOR SECURED CREDIT AGREEMENT Dated as of August 20, 2007 Among EXTERRAN HOLDINGS, INC., as US Borrower and Canadian Guarantor, EXTERRAN CANADA, LIMITED PARTNERSHIP, as Canadian Borrower, WACHOVIA BANK, NATIONAL ASSOCIATION, as US Administrative...Senior Secured Credit Agreement • August 23rd, 2007 • Exterran Holdings Inc. • Services-equipment rental & leasing, nec • Texas
THIS SENIOR SECURED CREDIT AGREEMENT dated as of August 20, 2007, is among: EXTERRAN HOLDINGS, INC., a Delaware corporation (the “US Borrower” and sometimes referred to herein as “Holdco”, and in its capacity as guarantor of the Canadian Tranche Loans, a “Canadian Guarantor”); EXTERRAN CANADA, LIMITED PARTNERSHIP (formerly, Universal Compression Canada, Limited Partnership), a Nova Scotia limited partnership (the “Canadian Borrower”); WACHOVIA BANK, NATIONAL ASSOCIATION, individually and as US administrative agent for the Lenders (herein, together with its successors in such capacity, the “US Administrative Agent” and sometimes referred to herein as “Wachovia”); WACHOVIA CAPITAL FINANCE CORPORATION (CANADA), individually and as Canadian administrative agent for the Lenders (herein, together with its successors in such capacity, the “Canadian Administrative Agent”); JPMORGAN CHASE BANK, N.A., individually and as syndication agent (herein, together with its successors in such capacity, t
AMENDMENT NO. 1 TO CHANGE OF CONTROL AGREEMENTChange of Control Agreement • August 23rd, 2007 • Exterran Holdings Inc. • Services-equipment rental & leasing, nec
THIS AMENDMENT NO. 1 TO CHANGE OF CONTROL AGREEMENT (the “Amendment”) is dated as of August [ ], 2007, by and between Hanover Compressor Company (the “Company”) and [ ] (“Executive”).
INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of August 20, 2007 among EXTERRAN, INC., in its individual capacity and as Manager EXTERRAN ABS 2007 LLC, as Issuer WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee WACHOVIA BANK,...Intercreditor and Collateral Agency Agreement • August 23rd, 2007 • Exterran Holdings Inc. • Services-equipment rental & leasing, nec • Texas
This INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of August 20, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) is among:
INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of August 20, 2007 among EXTERRAN ENERGY SOLUTIONS, L.P., in its individual capacity and as Manager EXTERRAN ABS 2007 LLC, as Issuer WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee...Intercreditor and Collateral Agency Agreement • August 23rd, 2007 • Exterran Holdings Inc. • Services-equipment rental & leasing, nec • Texas
This INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of August 20, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) is among:
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • August 23rd, 2007 • Exterran Holdings Inc. • Services-equipment rental & leasing, nec • Texas
THIS CHANGE OF CONTROL AGREEMENT (the “Agreement”), made and entered into effective as of August 20, 2007 (the “Effective Date”), by and between Exterran Holdings, Inc., a Delaware corporation (the “Company”), and (“Executive”).
HANOVER COMPRESSOR COMPANY, EXTERRAN HOLDINGS, INC., and WILMINGTON TRUST COMPANY as Trustee First Supplemental Indenture Dated as of August 20, 2007 to Indenture Dated as of March 15, 2001,First Supplemental Indenture • August 23rd, 2007 • Exterran Holdings Inc. • Services-equipment rental & leasing, nec • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of August 20, 2007 (this “First Supplemental Indenture”), is by and among Hanover Compressor Company, a Delaware corporation (“Hanover”), Exterran Holdings, Inc., a Delaware corporation (“Exterran”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Trustee”). All capitalized terms used in this First Supplemental Indenture without definition shall have the meanings specified in the Original Indenture referred to below, unless otherwise specified.
CANADIAN COLLATERAL AGREEMENT Dated as of August 20, 2007 made by EXTERRAN CANADA, LIMITED PARTNERSHIP, in favour of Wachovia Capital Finance Corporation (Canada), As Canadian Administrative AgentCanadian Collateral Agreement • August 23rd, 2007 • Exterran Holdings Inc. • Services-equipment rental & leasing, nec • Alberta
This CANADIAN COLLATERAL AGREEMENT, dated as of August 20, 2007 is made by EXTERRAN CANADA, LIMITED PARTNERSHIP, a Nova Scotia limited partnership (the “Canadian Borrower”, together with any other Significant Canadian Subsidiary that executes a joinder agreement in the form of Annex I hereto and becomes a party to this Agreement in accordance with Section 8.11 hereof, the “Grantors”), in favour of WACHOVIA CAPITAL FINANCE CORPORATION (CANADA), as Canadian administrative agent (in such capacity, together with its successors in such capacity, the “Canadian Administrative Agent”), for the “Canadian Tranche Revolving Lenders” (as defined in the Credit Agreement referred to below, and as so defined, the “Canadian Lenders”) from time to time parties to the Senior Secured Credit Agreement dated August 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Exterran Holdings Inc., as the US borrower and Canadian guarantor, the Canadian Borrowe
CONSULTING AGREEMENTConsulting Agreement • August 23rd, 2007 • Exterran Holdings Inc. • Services-equipment rental & leasing, nec • Texas
This Consulting Agreement (this “Agreement”) is entered into and effective as of August 20, 2007, by and between Exterran Holdings, Inc., a Delaware corporation (“Company”), and Ernie L. Danner (“Consultant”).
US COLLATERAL AGREEMENT Dated as of August 20, 2007 made by EXTERRAN HOLDINGS, INC., EXTERRAN, INC., EXTERRAN ENERGY SOLUTIONS, L.P., EI LEASING LLC and UCI MLP LP LLC, in favor of Wachovia Bank, National Association, as US Administrative AgentUs Collateral Agreement • August 23rd, 2007 • Exterran Holdings Inc. • Services-equipment rental & leasing, nec • Texas
This US COLLATERAL AGREEMENT, dated as of August 20, 2007 is made by EXTERRAN HOLDINGS, INC., a Delaware corporation (the “US Borrower”), EXTERRAN, INC., a Texas corporation, EXTERRAN ENERGY SOLUTIONS, L.P., a Delaware limited partnership, EI LEASING LLC, a Delaware limited liability company, UCI MLP LP LLC, a Delaware limited liability company and each of the Subsidiaries that become a party hereto from time to time after the date hereof (collectively, the “Grantors”), in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, together with its successors in such capacity, the “US Administrative Agent”), for the banks and other financial institutions (the “Lenders”) from time to time parties to the Senior Secured Credit Agreement dated August 20, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the US Borrower, Exterran Canada, Limited Partnership, a Nova Scotia limited partnership (the “Canadian Bo
GUARANTYGuaranty • August 23rd, 2007 • Exterran Holdings Inc. • Services-equipment rental & leasing, nec • New York
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 WELLS 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 “Benefi
US GUARANTY AGREEMENT Dated as of August 20, 2007 made by Exterran, Inc., EI Leasing LLC, UCI MLP LP LLC and Exterran Energy Solutions, L.P., as Guarantors and each of the other Guarantors (as defined herein) in favor of WACHOVIA BANK, NATIONAL...Guaranty Agreement • August 23rd, 2007 • Exterran Holdings Inc. • Services-equipment rental & leasing, nec • Texas
This US GUARANTY AGREEMENT is dated as of August 20, 2007 made by EXTERRAN, INC. (formerly, Universal Compression Inc.), a Texas corporation (“EI”), EI LEASING LLC (formerly, UCI Leasing LLC), a Delaware limited liability company (“EI Leasing”), UCI MLP LP LLC, a Delaware limited liability company (“MLP LP”), EXTERRAN ENERGY SOLUTIONS, L.P. (formerly, Hanover Compressor Limited Partnership), a Delaware limited partnership (“EES”) and each of the Subsidiary Guarantors that become a party hereto from time to time after the date hereof (together with EI, EI Leasing, MLP LP and EES, the “Guarantors”), in favor of Wachovia Bank, National Association, as the administrative agent (in such capacity, together with its successors in such capacity, the “US Administrative Agent”), for the banks and other financial institutions (the “Lenders”) from time to time parties to the Senior Secured Credit Agreement dated August 20, 2007 (as amended, supplemented or otherwise modified from time to time, the
US PLEDGE AGREEMENT (Assignment of Pledged Securities) made by EXTERRAN HOLDINGS, INC., EXTERRAN, INC. EXTERRAN ENERGY SOLUTIONS, L.P. HANOVER COMPRESSION GENERAL HOLDINGS LLC, HANOVER HL, LLC, ENTERRA COMPRESSION INVESTMENT COMPANY, UCI MLP LP LLC,...Pledge Agreement • August 23rd, 2007 • Exterran Holdings Inc. • Services-equipment rental & leasing, nec • Texas
This US PLEDGE AGREEMENT, dated as of August 20, 2007, is made by EXTERRAN HOLDINGS, INC., a Delaware corporation (the “US Borrower”), EXTERRAN, INC., a Texas corporation, EXTERRAN ENERGY SOLUTIONS, L.P., a Delaware limited partnership, HANOVER COMPRESSION GENERAL HOLDINGS LLC, a Delaware limited liability company, HANOVER HL, LLC, a Delaware limited liability company, ENTERRA COMPRESSION INVESTMENT COMPANY, a Delaware corporation, UCI MLP LP LLC, a Delaware limited liability company, UCO GENERAL PARTNER, LP, a Delaware limited partnership, UCI GP LP LLC, a Delaware limited liability company, UCO GP, LLC, a Delaware limited liability company and each of the Subsidiaries that become a party hereto from time to time after the date hereof (collectively, the “Pledgors”), in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, with offices at 301 South College Street, Charlotte, North Carolina 28288, as administrative agent (in such capacity, together with its successors in such capacity, the “US
HANOVER COMPRESSOR COMPANY, EXTERRAN HOLDINGS, INC., and as Trustee Eighth Supplemental Indenture Dated as of August 20, 2007 to Senior Indenture Dated as of December 15, 2003, as amended by the Second Supplemental Indenture Dated as of December 15, 2003Eighth Supplemental Indenture • August 23rd, 2007 • Exterran Holdings Inc. • Services-equipment rental & leasing, nec • New York
THIS EIGHTH SUPPLEMENTAL INDENTURE, dated as of August 20, 2007 (this “Eighth Supplemental Indenture”), is by and among Hanover Compressor Company, a Delaware corporation (“Hanover”), Exterran Holdings, Inc., a Delaware corporation (“Exterran”), and U.S. Bank National Association (as successor to Wachovia Bank, National Association), a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”). All capitalized terms used in this Eighth Supplemental Indenture without definition shall have the meanings specified in the Original Indenture referred to below, unless otherwise specified.
