SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG EXTERRAN HOLDINGS, INC. (to be renamed Archrock, Inc.) EXTERRAN GENERAL HOLDINGS LLC EXTERRAN ENERGY SOLUTIONS, L.P. EXTERRAN CORPORATION AROC CORP. EESLP LP LLC AROC SERVICES GP LLC AROC SERVICES LP...Separation and Distribution Agreement • July 9th, 2015 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
This SEPARATION AND DISTRIBUTION AGREEMENT is entered into effective as of [·], 2015 (this “Agreement”), by and among Exterran Holdings, Inc., a Delaware corporation (“RemainCo”), Exterran General Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of RemainCo (“General Holdings”), Exterran Energy Solutions, L.P., a Delaware limited partnership and indirect wholly owned subsidiary of RemainCo (“EESLP”), Exterran Corporation, a Delaware corporation and wholly owned subsidiary of RemainCo (“SpinCo”), AROC Corp., a Delaware corporation and wholly owned subsidiary of EESLP (“Controlled”), EESLP LP LLC, a Delaware limited liability company and wholly owned subsidiary of SpinCo (“EESLP LP”), AROC Services GP LLC, a Delaware limited liability company and wholly owned subsidiary of Controlled (“Controlled GP”), AROC Services LP LLC, a Delaware limited liability company and wholly owned subsidiary of Controlled (“Controlled LP”), and Archrock Services, L.P., a Delawar
FORM OF MASTER SERVICES AGREEMENTForm of Master Services Agreement • July 9th, 2015 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
This Master Services Agreement (this “Agreement”) is made and entered into this [ · ] day of [ · ], 2015, by and between Archrock Services, L.P., a Delaware limited partnership (“Contractor”), and Exterran Energy Solutions, L.P., a Delaware limited partnership (“Company”). Company and Contractor are hereafter sometimes referred to individually as a “Party” and collectively as the “Parties.”
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 9th, 2015 • Exterran Corp • Services-equipment rental & leasing, nec • Delaware
This INDEMNIFICATION AGREEMENT made and entered into as of (“Agreement”), by and between EXTERRAN CORPORATION, a Delaware corporation (“Company”), and (“Indemnitee”).
FORM OF STORAGE AGREEMENTForm of Storage Agreement • July 9th, 2015 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
THIS STORAGE AGREEMENT (the “Agreement”) is made this [ · ] day of [ · ], 2015 (“Effective Date”) between Exterran Energy Solutions, L.P., a Delaware limited partnership (hereinafter referred to as the “Storage Provider”), on the one hand and Archrock Services, L.P., a Delaware limited partnership, and EXLP Operating, LLC (to be renamed Archrock Field Services LLC), a Delaware limited liability company, on the other hand (each an “Owner” or collectively the “Owners”). Owners and Storage Provider may be referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Supply Agreement (as defined below).
FORM OF EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN EXTERRAN HOLDINGS, INC. AND EXTERRAN CORPORATIONEmployee Matters Agreement • July 9th, 2015 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
This Employee Matters Agreement (the “Agreement”) is entered into effective as of [ · ], 2015, by and between Exterran Holdings, Inc. (to be renamed Archrock, Inc.), a Delaware corporation (“RemainCo”), and Exterran Corporation, a Delaware corporation and wholly owned subsidiary of RemainCo (“SpinCo”), each a “Party” and together, the “Parties.” Capitalized terms used but not otherwise defined shall have the respective meanings assigned to them in Article I.
FORM OF SUPPLY AGREEMENTForm of Supply Agreement • July 9th, 2015 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
This Supply Agreement (this “Agreement”), dated [·], 2015, is entered into by and among Archrock Services, L.P., a Delaware limited partnership, and EXLP Operating LLC (to be renamed Archrock Field Services LLC), a Delaware limited liability company, on the one hand (each a “Buyer,” and collectively, the “Buyers”), and Exterran Energy Solutions, L.P., a Delaware limited partnership, on the other hand (“Seller”). Buyers and Seller may be referred to herein collectively as the “Parties” and individually as a “Party.”
FORM OF TAX MATTERS AGREEMENTForm of Tax Matters Agreement • July 9th, 2015 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
This TAX MATTERS AGREEMENT (this “Agreement”), is made and entered into as of [ · ], 2015, by and between EXTERRAN HOLDINGS, INC. (to be renamed Archrock, Inc.), a Delaware corporation (“RemainCo”), and EXTERRAN CORPORATION, a Delaware corporation (“SpinCo”). All capitalized terms not otherwise defined shall have the meanings set forth in Article I.
FORM OF TRANSITION SERVICES AGREEMENT BETWEEN EXTERRAN HOLDINGS, INC. (to be renamed Archrock, Inc.) AND EXTERRAN CORPORATIONTransition Services Agreement • July 9th, 2015 • Exterran Corp • Services-equipment rental & leasing, nec • Texas
This Transition Services Agreement (this “Agreement”) is made and entered into effective as of [ · ], 2015 by and between Exterran Holdings, Inc. (to be renamed Archrock, Inc.), a Delaware corporation (“RemainCo”), and Exterran Corporation, a Delaware corporation (“SpinCo”). RemainCo and SpinCo are sometimes herein referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in Article I.
