0000950134-08-019734 Sample Contracts

FIRST AMENDMENT TO CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 7th, 2008 • Exterran Holdings Inc. • Services-equipment rental & leasing, nec

THIS FIRST AMENDMENT TO CHANGE OF CONTROL AGREEMENT (the “Amendment”) is entered into and effective as of , 2008, by and between Exterran Holdings, Inc., a Delaware corporation (the “Company”), and (“Executive”).

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AMENDMENT NO. 2 TO CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 7th, 2008 • Exterran Holdings Inc. • Services-equipment rental & leasing, nec

THIS AMENDMENT NO. 2 TO CHANGE OF CONTROL AGREEMENT (the “Amendment”) is dated as of July 29, 2008, by and between Exterran Holdings, Inc. (the “Company) and Norman A. McKay (“Executive”).

FIRST AMENDMENT TO FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT
Omnibus Agreement • November 7th, 2008 • Exterran Holdings Inc. • Services-equipment rental & leasing, nec

This First Amendment (this “Amendment”) to the First Amended And Restated Omnibus Agreement (the “Omnibus Agreement”) is entered into on, and effective as of, July 30, 2008 (the “Effective Date”), and is by and among Exterran Holdings, Inc., a Delaware corporation (“Exterran”), Exterran Energy Solutions, L.P., a Delaware limited partnership (“EES”), 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 as 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.” Capitalized terms used but not defined herein shall have the meaning given thereto in the Omnibus Agreement.

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