FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT AMONG EXTERRAN HOLDINGS, INC. EXTERRAN, INC. EXTERRAN ENERGY SOLUTIONS, L.P. UCO GP, LLC UCO GENERAL PARTNER, LP EXTERRAN PARTNERS, L.P. AND EXLP OPERATING LLCOmnibus Agreement • November 6th, 2007 • Exterran Partners, L.P. • Natural gas transmission
THIS FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT is entered into on, and effective as of, August 20, 2007 (the “Effective Date”), and is by and among Exterran Holdings, Inc., a Delaware corporation (“Exterran”), Exterran, Inc., a Texas corporation (“EI”), Exterran Energy Solutions, L.P., a Delaware limited partnership (“EES”), UCO GP, LLC, a Delaware limited liability company (“UCO LLC”), UCO 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 (the “Operating Company”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
