Exhibit 10.1
  EXECUTION VERSION
 
 SENIOR SECURED CREDIT AGREEMENT
 Dated as of July 8, 2011
 Among
 EXTERRAN HOLDINGS, INC.,
 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 BNP PARIBAS,
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
ROYAL BANK OF CANADA   THE ROYAL BANK OF SCOTLAND PLC,
 AND
 THE LENDERS SIGNATORY HERETO
  WELLS FARGO SECURITIES, LLC,
BNP PARIBAS SECURITIES CORP.,
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
RBC CAPITAL MARKETS, LLC   RBS SECURITIES INC.
 $1,100,000,000 Senior Secured Credit Facility




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TABLE OF CONTENTS
 PageARTICLE I Definitions and Accounting Matters
    
    
    1Section 1.01 Terms Defined Above
    
    
    1Section 1.02 Certain Defined Terms
    
    
    1Section 1.03 Types of Loans and Borrowings
    
    
    30Section 1.04 Terms Generally; Rules of Construction
    
    
    30Section 1.05 Accounting Terms and Determinations; GAAP
    
    
    30ARTICLE II The Credits
    
    
    31Section 2.01 Commitments
    
    
    31Section 2.02 Revolving Loans and Borrowings
    
    
    31Section 2.03 Requests for Revolving Borrowings
    
    
    32Section 2.04 Interest Elections
    
    
    33Section 2.05 Funding of Borrowings
    
    
    34Section 2.06 Termination, Reduction and Increase of Aggregate Commitments
    
    
    35Section 2.07 Letters of Credit
    
    
    38Section 2.08 Swingline Loans
    
    
    44ARTICLE III Payments of Principal and Interest; Prepayments; Fees
    
    
    45Section 3.01 Repayment of Revolving Loans
    
    
    45Section 3.02 Interest
    
    
    45Section 3.03 Alternate Rate of Interest
    
    
    46Section 3.04 Prepayments
    
    
    46Section 3.05 Fees
    
    
    47ARTICLE IV Payments; Pro Rata Treatment; Sharing of Set-offs
    
    
    48Section 4.01 Payments Generally; Pro Rata Treatment; Sharing of Set-offs
    
    
    48Section 4.02 Presumption of Payment by the Borrower
    
    
    50Section 4.03 Certain Deductions by the Administrative Agent; Defaulting Lenders
    
    
    50ARTICLE V Increased Costs; Break Funding Payments; Taxes; Illegality
    
    
    52Section 5.01 Increased Costs
    
    
    52Section 5.02 Break Funding Payments
    
    
    53Section 5.03 Taxes
    
    
    54Section 5.04 Mitigation Obligations; Replacement of Lenders
    
    
    57Section 5.05 Illegality
    
    
    58ARTICLE VI Conditions Precedent
    
    
    59Section 6.01 Effective Date
    
    
    59Section 6.02 Each Credit Event
    
    
    61ARTICLE VII Representations and Warranties
    
    
    62Section 7.01 Legal Existence
    
    
    62
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Section 7.02 Financial Condition
    
    
    62Section 7.03 Litigation
    
    
    62Section 7.04 No Breach
    
    
    62Section 7.05 Authority
    
    
    62Section 7.06 Approvals
    
    
    63Section 7.07 Use of Loans and Letters of Credit
    
    
    63Section 7.08 ERISA
    
    
    63Section 7.09 Taxes
    
    
    63Section 7.10 Title, Etc.
    
    
    64Section 7.11 No Material Misstatements
    
    
    64Section 7.12 Investment Company Act
    
    
    64Section 7.13 Subsidiaries
    
    
    65Section 7.14 Location of Business and Offices
    
    
    65Section 7.15 Defaults
    
    
    65Section 7.16 Environmental Matters
    
    
    65Section 7.17 Compliance with Laws
    
    
    66Section 7.18 Insurance
    
    
    66Section 7.19 Hedging Agreements
    
    
    66Section 7.20 Restriction on Liens
    
    
    67Section 7.21 Anti-Terrorism Law
    
    
    67Section 7.22 Security Instruments
    
    
    68ARTICLE VIII Affirmative Covenants
    
    
    69Section 8.01 Reporting Requirements
    
    
    69Section 8.02 Litigation
    
    
    70Section 8.03 Maintenance, Etc.
    
    
    70Section 8.04 Environmental Matters
    
    
    72Section 8.05 Further Assurances
    
    
    72Section 8.06 Performance of Obligations under Loan Documents
    
    
    72Section 8.07 Collateral and Guarantees
    
    
    72Section 8.08 Notice of an ERISA Event
    
    
    75Section 8.09 Ownership of the General Partner
    
    
    76ARTICLE IX Negative Covenants
    
    
    76Section 9.01 Debt
    
    
    76Section 9.02 Liens
    
    
    78Section 9.03 Investments
    
    
    78Section 9.04 Dividends, Distributions and Redemptions
    
    
    79Section 9.05 Nature of Business
    
    
    80Section 9.06 Mergers, Etc.
    
    
    80Section 9.07 Proceeds of Loans; Letters of Credit
    
    
    80Section 9.08 Sale or Discount of Receivables
    
    
    80Section 9.09 Fiscal Year Change
    
    
    81Section 9.10 Certain Financial Covenants
    
    
    81Section 9.11 Transfer of Properties
    
    
    81Section 9.12 Environmental Matters
    
    
    82Section 9.13 Transactions with Affiliates
    
    
    82
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Section 9.14 Subsidiaries; Unrestricted Subsidiaries
    
    
    82Section 9.15 Restrictive Agreements
    
    
    84Section 9.16 The General Partner
    
    
    85Section 9.17 Convertible Notes
    
    
    85ARTICLE X Events of Default; Remedies
    
    
    85Section 10.01 Events of Default
    
    
    85Section 10.02 Remedies
    
    
    87ARTICLE XI The Agents
    
    
    88Section 11.01 Appointment; Powers
    
    
    88Section 11.02 Duties and Obligations of Administrative Agent
    
    
    88Section 11.03 Action by Administrative Agent
    
    
    89Section 11.04 Reliance by Administrative Agent
    
    
    89Section 11.05 Subagents
    
    
    90Section 11.06 Resignation or Removal of Administrative Agent
    
    
    90Section 11.07 Agents as Lenders
    
    
    90Section 11.08 No Reliance
    
    
    90Section 11.09 Administrative Agent May File Proofs of Claim
    
    
    91Section 11.10 Authority of Administrative Agent to Release Collateral and Liens
    
    
    91Section 11.11 The Joint Lead Arrangers and the Co-Syndication Agents
    
    
    92ARTICLE XII Miscellaneous
    
    
    92Section 12.01 Notices
    
    
    92Section 12.02 Waivers; Amendments
    
    
    93Section 12.03 Expenses, Indemnity; Damage Waiver
    
    
    94Section 12.04 Successors and Assigns
    
    
    97Section 12.05 Survival; Revival; Reinstatement
    
    
    99Section 12.06 Counterparts; Integration; Effectiveness
    
    
    100Section 12.07 Severability
    
    
    100Section 12.08 Right of Setoff
    
    
    100Section 12.09 Governing Law; Jurisdiction; Consent to Service of Process
    
    
    101Section 12.10 Headings
    
    
    102Section 12.11 Confidentiality
    
    
    102Section 12.12 Interest Rate Limitation
    
    
    103Section 12.13 Exculpation Provisions
    
    
    104Section 12.14 Collateral Matters; Hedging Agreements; Treasury Management Agreements
    
    
    104Section 12.15 No Third Party Beneficiaries
    
    
    104Section 12.16 USA PATRIOT Act Notice
    
    
    104Section 12.17 No Fiduciary Duty
    
    
    105
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EXHIBITS AND SCHEDULES
 Annex I
    
    Aggregate CommitmentsExhibit A
    
    Form of NoteExhibit B
    
    Form of Borrowing RequestExhibit C
    
    Form of Interest Election RequestExhibit D-1
    
    Form of Effective Date Compliance CertificateExhibit D-2
    
    Form of Ongoing Compliance CertificateExhibit E
    
    Form of Assignment and AssumptionExhibit F
    
    Security InstrumentsExhibit G-1
    
    Form of Commitment Increase CertificateExhibit G-2
    
    Form of Additional Lender CertificateExhibit H-1
    
    Form of U.S. Tax CertificateExhibit H-2
    
    Form of U.S. Tax CertificateExhibit H-3
    
    Form of U.S. Tax CertificateExhibit H-4
    
    Form of U.S. Tax CertificateSchedule 1.01(a)
    
    Specified Foreign Asset TransfersSchedule 1.01(b)
    
    Unrestricted SubsidiariesSchedule 1.02
    
    Existing Letters of CreditSchedule 6.01(c)
    
    Excepted PropertySchedule 7.03
    
    LitigationSchedule 7.09
    
    TaxesSchedule 7.10
    
    Titles, Etc.Schedule 7.13
    
    SubsidiariesSchedule 7.19
    
    Hedging AgreementsSchedule 7.20
    
    Restriction on LiensSchedule 7.22
    
    Jurisdictions for Security Instrument FilingsSchedule 8.07
    
    Excluded CollateralSchedule 9.01
    
    DebtSchedule 9.02
    
    LiensSchedule 9.03
    
    Investments, Loans and AdvancesSchedule 9.11(h)
    
    Permitted Transfers of PropertySchedule 9.13
    
    Transactions with Affiliates
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THIS SENIOR SECURED CREDIT AGREEMENT Borrower Wells Fargo Administrative
Agent BNP Paribas Credit Agricole RBC RBS Co-Syndication Agents Wells Fargo Securities BNP
Paribas Securities RBC Capital Markets RBS Securities Joint Lead Arrangers
 R E C I T A L S
    ARTICLE I
Definitions and Accounting Matters
 Terms Defined Above
 Certain Defined Terms
 ABR
 ABS Facility
 ABS Subsidiary
 Additional Lender
 - 1 -




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Additional Lender Certificate
 Adjusted EBITDA multiplied by provided
 Administrative Agent
 Administrative Agent Fee Letter
 Administrative Questionnaire
 Affected Loans
 Affiliate
 Agents
 Aggregate Commitments
 Agreement
 Anti-Terrorism Laws
 Applicable Lending Office
 Applicable Margin
 - 2 -




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Applicable Margin
 Revolving LoansLIBOR
    
    ABR Loans
    
    CommitmentLevel
    
    Total Leverage Ratio
    
    Loans (bps)
    
    (bps)
    
    Fees (bps)I
    
    
    Less than or equal to 3.0 to 1.0
    
    
    150.0
    
    
    
    50.0
    
    
    
    25.0II
    
    Less than or
equal to 3.5 to 1.0 but greater than 3.0 to 1.0
    
    
    175.0
    
    
    
    75.0
    
    
    
    30.0III
    
    Less than or
equal to 4.0 to 1.0 but greater than 3.5 to 1.0
    
    
    200.0
    
    
    
    100.0
    
    
    
    35.0IV
    
    Less than or
equal to 4.5 to 1.0 but greater than 4.0 to 1.0
    
    
    225.0
    
    
    
    125.0
    
    
    
    40.0V
    
    
    Greater than 4.5 to 1.0
    
    
    250.0
    
    
    
    150.0
    
    
    
    50.0
  Applicable Percentage
 Assignment and Assumption Exhibit E
 Availability Period
 Bankruptcy Code
 Base Rate 1 2 provided
 - 3 -




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BNP Paribas
 BNP Paribas Securities
 Board
 Borrower
 Borrowing
 Borrowing Request
 Business Day
 Capital Lease
 Capital Lease Obligations
 Cash Equivalents
  - 4 -




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CERCLA
 CFC
 Change in Control
 Change in Law
 - 5 -




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provided that
 Code
 Co-Syndication Agents
 Collateral
 Collateral Agreement
 Commitment
 Commitment Fee
 Commitment Increase Certificate
 Confidential Information
 Consolidated Net Income provided
 - 6 -




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Consolidated Net Tangible Assets
 Consolidated Subsidiary
 Control
 Convertible Notes
 Credit Agricole
 Credit Exposure
 Debt
 - 7 -




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provided that provided that
 Default
 Defaulting Lender
 - 8 -




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provided
 Disclosing Parties
 Disqualified Capital Stock
 Dissolved Subsidiary
 dollars $
 Domestic Subsidiary
 EBITDA provided
 Effective Date
 Environmental Laws OPA
 - 9 -




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CERCLA RCRA oil hazardous substance release threatened release solid
waste disposal disposed oil and gas waste Section 91.1011 provided however oil hazardous substance release solid waste disposal oil and gas waste
 Equity Interests
 ERISA
 ERISA Affiliate
 ERISA Event
 - 10 -




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Eurodollar
 Event of Default
 Excepted Liens
 - 11 -




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provided that provided
 Excepted Subsidiary
 Exchange Act
 Exchange Rate
 Excluded Taxes
 - 12 -




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Executive Order
 Existing Credit Agreement
 Existing Letters of Credit Schedule 1.02
 Existing 4.25% Notes
 Existing 4.25% Notes Indenture
 Existing 4.75% Notes
 Existing 4.75% Notes Indenture
 - 13 -




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Existing 7.25% Notes
 Existing 7.25% Notes Indenture
 Existing Senior Notes
 EXLP
 FASB
 FATCA
 Federal Funds Effective Rate
 Fee Letter
 Financial Officer
 Financial Statements
 - 14 -




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Fiscal Quarter
 Fiscal Year
 Foreign Credit Facility
 Foreign Lender
 Foreign Subsidiary
 GAAP
 General Partner
 Governmental Authority
 Governmental Requirement
 - 15 -




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GP Interests
 Guarantors
 Guaranty Agreement
 Hedging Agreement provided
 Highest Lawful Rate
 IDR
 Indemnified Parties
 Indemnified Taxes
 Index Debt
 Information Memorandum
 Interest Coverage Ratio
 Interest Election Request
 - 16 -




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Interest Payment Date
 Interest Period provided
 Investment Investment
 Investment Grade Rating
 Issuing Bank
 - 17 -




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Issuing Bank
 Joint Lead Arrangers
 Joint Venture provided provided
 Joint Venture Obligations
 LC Disbursement
 LC Exposure
 Lenders
 Letter of Credit
 Letter of Credit Agreements
 Letter of Credit Request
 - 18 -




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LIBO Rate
 LIBOR
 Lien Lien
 Limited Recourse Equity Pledge
 Loan Documents
 Loans
 - 19 -




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LP Unit
 Majority Lenders provided
 Material Adverse Effect
 Maturity Date
 Moodys
 Mortgage
 Multiemployer Plan
 Net Proceeds
 - 20 -




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Non-Defaulting Lender
 Non-Recourse Debt
   Non-Recourse Foreign Debt
 Note Exhibit A
 Obligations
 Obligors
 OFAC
 Offshore Currency
 - 21 -




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Offshore Currency Letter of Credit
 Omnibus Agreement
 OPA
 Organization Documents
 Other Taxes
 PBGC
 Permitted Liens
 Permitted Refinancing Debt new
Debt Refinanced Debt ; provided
 - 22 -




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Section 9.10
 Permitted Sale for Lease Transaction
 Person
 Plan
 Pledge Agreement
 Post-Default Rate provided however Post-Default Rate
 Prime Rate
 - 23 -




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Property
 Purchase Money Indebtedness
 RBC
 RBC Capital Markets
 RBS
 RBS Securities
 RCRA
 Refinanced Debt
 Register
 Regulation D
 Related Parties
 Responsible Officer
 Restricted Person
 Restricted Subsidiaries
 Revolving Borrowing
 Revolving Loan
 S&P
 - 24 -




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SEC
 Secured Hedging Provider
 Secured Parties
 Secured Treasury Management Counterparty provided
 Security Instruments Exhibit F
 Senior Secured Debt
 Senior Secured Leverage Ratio
 SG&A Expense
 Significant Domestic Subsidiary
 - 25 -




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Significant Foreign Subsidiary
 Special Entity e.g.
 Specified Foreign Asset Transfer Schedule 1.01(a)
 Specified Transfer
 Specified US Assets
 Statutory Reserve Rate
 Subordinated Units
 Subsidiary
 - 26 -




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Subsidiary
 Subsidiary EBITDA provided
 Support Letter of Credit
 Swingline Borrowing
 Swingline Exposure
 Swingline Lender
 Swingline Loan
 Taxes
 - 27 -




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Testing Period
 Total Debt
 Total Interest Expense
 Total Leverage Ratio
 Total Revolving Credit Exposure
 Transactions
 Transfer
 Transferred Subsidiary
 - 28 -




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Treasury Management Agreement
 Type
 UCC
 Unrestricted Subsidiary Schedule 1.01(b)
 US Dollar Equivalent
 U.S. Person
 USA PATRIOT Act
 Weighted Average Life to Maturity
 Wells Fargo
 Wells Fargo Securities
 Wholly-Owned Domestic Subsidiary
 - 29 -




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Withdrawal Liability
 Types of Loans and Borrowings e.g. Eurodollar Loan Eurodollar Borrowing
 Terms Generally; Rules of Construction
 Accounting Terms and Determinations; GAAP provided
 - 30 -




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ARTICLE II
The Credits
 Commitments Revolving Loan
 Revolving Loans and Borrowings
 Borrowings; Several Obligations provided
 Types of Loans provided
 Minimum Amounts; Limitation on Number of Borrowings provided provided
 - 31 -




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Notes
 Requests for Revolving Borrowings provided Exhibit B
      - 32 -




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Interest Elections
 Conversion and Continuance
 Interest Election Requests Exhibit C
 Information in Interest Election Requests
    - 33 -




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Notice to Lenders by the Administrative Agent
 Effect of Failure to Deliver Timely Interest Election Request and Event of
Default
 Funding of Borrowings
 Funding by Lenders provided provided
 Presumption of Funding by the Lenders
 - 34 -




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Termination, Reduction and Increase of Aggregate Commitments
 Scheduled Termination of Commitments
 Optional or Mandatory Termination and Reduction of Aggregate Commitments
 provided
 Excess Net Proceeds Amount
 - 35 -




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provided
 Optional Increase in Aggregate Commitments
 Additional Lender
       Exhibit G-1 Commitment Increase
Certificate
 - 36 -




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Exhibit G-2 Additional Lender Certificate
     - 37 -




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Letters of Credit
 General provided however provided however
 provided however
  - 38 -




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provided
 first second
   - 39 -




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Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions
  Participations
 - 40 -




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Reimbursement and Prepayment
  - 41 -




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- 42 -




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mutatis mutandis
  Replacement of an Issuing Bank
 - 43 -




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Swingline Loans
 Swingline Loan provided
  mutatis mutandis
 - 44 -




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ARTICLE III
Payments of Principal and Interest; Prepayments; Fees
 Repayment of Revolving Loans
 Interest
 ABR Loans
 Eurodollar Loans
 Swingline Loans
 Post-Default Rate
 Interest Payment Dates provided
 - 45 -




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Interest Rate Computations
 Alternate Rate of Interest
    Prepayments
 Optional Prepayments
 Notice and Terms of Optional Prepayment
 - 46 -




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Mandatory Prepayments
  first second third
  No Premium or Penalty
 Fees
 Commitment Fees Commitment Fee
 - 47 -




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Letter of Credit Fees provided
 Administrative Agent Fees
 ARTICLE IV
Payments; Pro Rata Treatment; Sharing of Set-offs
 Payments Generally; Pro Rata Treatment; Sharing of Set-offs
 Payments by the Borrower
 - 48 -




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Application of Insufficient Payments first second
 Sharing of Payments by Lenders provided
 - 49 -




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Presumption of Payment by the Borrower
 Certain Deductions by the Administrative Agent; Defaulting Lenders
 Certain Deductions by the Administrative Agent
 Payments to Defaulting Lenders
 Defaulting Lenders
  - 50 -




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provided
      - 51 -




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ARTICLE V
Increased Costs; Break Funding Payments; Taxes; Illegality
 Increased Costs
 Eurodollar Changes in Law
    - 52 -




---



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Capital Requirements
 Certificates
 Effect of Failure or Delay in Requesting Compensation provided provided further
 Break Funding Payments
 - 53 -




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Taxes
 Payments Free of Taxes provided
 Payment of Other Taxes by the Borrower
 Indemnification by the Borrower
 - 54 -




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Indemnification by the Lenders
 Evidence of Payments
 Certain Lenders and Issuing Bank; Tax Documentation
  - 55 -




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- 56 -




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Tax Refunds provided
 Mitigation Obligations; Replacement of Lenders
 Designation of Different Lending Office
 - 57 -




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Replacement of Lenders provided
 Illegality Affected Loans
 - 58 -




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ARTICLE VI
Conditions Precedent
 Effective Date
    Exhibit
D-1
   Exhibit F
  - 59 -




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Exhibit B
   Schedule 6.01(c)
   - 60 -




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Each Credit Event
      - 61 -




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ARTICLE VII
Representations and Warranties
  Legal Existence
 Financial Condition
 Litigation Schedule 7.03
 No Breach
 Authority
 - 62 -




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Approvals
 Use of Loans and Letters of Credit
 ERISA
 Taxes Schedule 7.09
 - 63 -




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Title, Etc
 Schedule 7.10
  No Material Misstatements
 Investment Company Act
 - 64 -




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Subsidiaries Schedule 7.13
 Location of Business and Offices
 Defaults
 Environmental Matters
     - 65 -




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Compliance with Laws
 Insurance
 Hedging Agreements Schedule 7.19
 - 66 -




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Restriction on Liens Schedule 7.20 Section 9.15
 Anti-Terrorism Law
 Anti-Terrorism Laws Executive Order PATRIOT
      OFAC
  - 67 -




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Security Instruments
 Collateral Agreement provided that
 Mortgages Schedule 7.22
 Valid Liens provided that
 - 68 -




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ARTICLE VIII
Affirmative Covenants
  Reporting Requirements
 Financial Statements provided however http://www.exterran.com/ provided further however
 Budget
 Notice of Default, Etc
 Management Letters
 - 69 -




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Other Matters
 Labor Disputes
 Compliance Certificate Exhibit D-2 Schedule 7.19
 Consolidating Financials
 Litigation
 Maintenance, Etc
 Generally
 - 70 -




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Proof of Insurance
 Operation of Properties
 - 71 -




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Environmental Matters
 Establishment of Procedures
 Notice of Action
 Further Assurances
 Performance of Obligations under Loan Documents
 Collateral and Guarantees
 Collateral
  - 72 -




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- 73 -




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provided Schedule 8.07 provided however provided further
 Guarantees; Designation of Significant Domestic Subsidiaries
 Release of Collateral
 - 74 -




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provided
 Transferred Subsidiary Dissolved
Subsidiary
 Sections 8.07(c)(i) (ii) (iv) (v) Section 8.07(a)(ii)
   Notice of an ERISA Event
 - 75 -




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Ownership of the General Partner
 ARTICLE IX
Negative Covenants
  Debt
  Schedule 9.01
   provided
 - 76 -




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provided
  provided
   provided
 provided
   - 77 -




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Liens Permitted Liens
  Schedule 9.02
  provided
 provided
   provided
  Investments
  - 78 -




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provided however
 Schedule 9.03
         Dividends, Distributions and Redemptions
 - 79 -




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Nature of Business
 Mergers, Etc
 Proceeds of Loans; Letters of Credit
 Sale or Discount of Receivables
 - 80 -




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Fiscal Year Change
 Certain Financial Covenants
 Interest Coverage Ratio
 Total Leverage Ratio
 Senior Secured Leverage Ratio
 Transfer of Properties
       Schedule 9.11(g)
 - 81 -




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provided that
  provided
 Environmental Matters
 Transactions with Affiliates provided Schedule
9.13
 Subsidiaries; Unrestricted Subsidiaries
  - 82 -




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- 83 -




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Restrictive Agreements provided provided
 - 84 -




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The General Partner
 Convertible Notes
 ARTICLE X
Events of Default; Remedies
 Events of Default Event of Default
     - 85 -




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- 86 -




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Remedies
   pari passu first second third fourth fifth sixth
  - 87 -




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ARTICLE XI
The Agents
 Appointment; Powers
 Duties and Obligations of Administrative Agent
 - 88 -




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Action by Administrative Agent provided
 Reliance by Administrative Agent
 - 89 -




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Subagents
 Resignation or Removal of Administrative Agent
 Agents as Lenders
 No Reliance
 - 90 -




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Administrative Agent May File Proofs of Claim
     Authority of Administrative Agent to Release Collateral and Liens
 - 91 -




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The Joint Lead Arrangers and the Co-Syndication Agents
 ARTICLE XII
Miscellaneous
 Notices
   - 92 -




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provided
 Waivers; Amendments
  provided Majority Lenders
 - 93 -




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Expenses, Indemnity; Damage Waiver
   To indemnify the Administrative Agent, each Issuing Bank and each Lender and
each Related Party of any of the foregoing Persons (collectively, the Indemnified
Parties) against and hold each of them harmless from any and all losses, claims, liabilities,
damages and reasonable costs and expenses which may be incurred by or asserted against any
Indemnified Party (whether or not such Indemnified Party is designated a party thereto and whether
brought by a third party or an Obligor or a Related Party thereof) as a result of, arising out of
or in any way related to (a) any actual or proposed use by the Borrower of the proceeds of any of
the Loans or Letters of Credit, (b) the execution, delivery and performance of the Loan Documents,
(c) the operations of the business of the Borrower and its Subsidiaries, (d) the failure of the
Borrower or any Subsidiary to comply with the terms of this Agreement or any other Loan Document,
or with any Governmental Requirement, (e) any inaccuracy of any representation or any breach of any
warranty of the Borrower or any other Obligor set forth in any of the Loan Documents, (f) the
issuance, execution and delivery or transfer of any Letter of Credit, (g) any refusal by any
Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter of Credit, (h) the
payment of a
 - 94 -




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drawing under any Letter of Credit notwithstanding the non-compliance, non-delivery or
other improper presentation of the manually executed draft(s) and certification(s), (i) any
assertion that the Lenders were not entitled to receive the proceeds of collateral received
pursuant to the Security Instruments and other Loan Documents or (j) any other aspect of the Loan
Documents, including, without limitation, the reasonable fees and disbursements of counsel and all
other expenses incurred in connection with investigating, defending or preparing to defend any
action, suit, proceeding (including any investigations, litigation or inquiries) or claim relating
to any of the foregoing,and including any such losses, claims, liabilities, damages and
reasonable costs and expenses arising by reason of the ordinary negligence of any Indemnified
Party;providedthat the foregoing indemnity shall not, as to any Indemnified Party, be
available to the extent that such losses, claims, liabilities, damages and reasonable costs and
expenses (x) arise solely by reason of claims between the Lenders not involving (1) a negligent or
wrongful act or omission or a breach of the Loan Documents by the Borrower or any of its Related
Parties or (2) a claim against the Administrative Agent, Swingline Lender or any Issuing Bank in
such capacity or (y) by reason of the gross negligence, willful misconduct or bad faith on the part
of such Indemnified Party or the material breach of such Indemnified Partys obligations under the Loan Documents, in each case, as determined in a final
nonappealable decision of a court of competent jurisdiction; and
 To indemnify and hold harmless from time to time the Indemnified Parties
from and against any and all losses, claims, liabilities, damages and reasonable costs and expenses
to which any such Person may become subject (a) under any Environmental Law applicable to the
Borrower or any Subsidiary or any of their properties, including without limitation, the treatment
or disposal of hazardous substances on any of their properties, (b) as a result of the breach or
non-compliance by the Borrower or any Subsidiary with any Environmental Law applicable to the
Borrower or any Subsidiary, (C) due to past ownership by the Borrower or any Subsidiary of any of
their properties or past activity on any of their properties which, though lawful and fully
permissible at the time, could result in present liability, (d) the presence, use, release,
storage, treatment or disposal of Hazardous Substances on or at any of the Properties owned or
operated by the Borrower or any Subsidiary, or (E) any other environmental, health or safety
condition in connection with the Loan Documents;provided,however, no indemnity
shall be afforded under this Section 12.03(a)(iii)in respect of any property for any occurrence
arising from the acts or omissions of any Indemnified Party after the date on which the Borrower or
any Subsidiary is divested of ownership of such property (whether by foreclosure or deed in lieu of
foreclosure, as mortgagee-in-possession or otherwise) or, to the extent such losses, claims,
liabilities, damages and reasonable costs and expenses arise by reason of the gross negligence,
willful misconduct or bad faith on the part of such Indemnified Party or the material breach of
such Indemnified Partys obligations under the Loan Documents, in each case, as determined in a
final nonappealable decision of a court of competent jurisdiction.
 - 95 -




---



##### 



provided
   Subject to the limitations described herein, the foregoing Indemnities
shall extend to the Indemnified Parties notwithstanding the sole or concurrent negligence of every
kind or character whatsoever, whether active or passive, whether an affirmative act or an omission,
including without limitation, all types of negligent conduct identified in the Restatement (Second)
of Torts of one or more of the Indemnified Parties or by reason of strict liability imposed without
fault on any one or more of the Indemnified Parties. To the extent that an Indemnified Party
is found by a final nonappealable judgment of a court of competent jurisdiction to have committed
an act of gross negligence, willful misconduct or bad faith or to have materially breached such
Indemnified Partys obligations under the Loan Documents, the contractual obligation of
indemnification set forth in this Section 12.03 shall continue but shall only extend to the portion
of the claim that is deemed to have occurred by reason of events other than the gross negligence,
willful misconduct or bad faith of the Indemnified Party or the material breach of such Indemnified
Partys obligations under the Loan Documents.
   - 96 -




---



##### 



Successors and Assigns
   Exhibit E provided provided provided further provided however
 - 97 -




---



##### 



provided provided Participant Register provided
 - 98 -




---



##### 



provided
 provided
  Survival; Revival; Reinstatement
  - 99 -




---



##### 



Counterparts; Integration; Effectiveness
  THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
  Severability
 Right of Setoff
 - 100 -




---



##### 



provided
 Governing Law; Jurisdiction; Consent to Service of Process
 This Agreement and the Notes shall be governed by, and construed in
accordance with, the laws of the State of Texas except to the extent that United States federal law
permits any Lender to charge interest at the rate allowed by the laws of the state where such
Lender is located. Ch. 346 of the Texas Finance Code (which regulates certain revolving credit
loan accounts and revolving tri-party accounts) shall not apply to this Agreement or the
Notes.
 Any legal action or proceeding with respect to the Loan Documents shall be
brought in the courts of the State of Texas sitting in Harris County or of the United States of
America for the Southern District of Texas, and, by execution and delivery of this Agreement, each
party hereto hereby accepts for itself and (to the extent permitted by law) in respect of its
Property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each party
hereto hereby irrevocably waives any objection, including, without limitation, any objection to the
laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have
to the bringing of any such action or proceeding in such respective jurisdictions. This submission
to jurisdiction is non-exclusive and does not preclude any party hereto from obtaining jurisdiction
any other party hereto in any court otherwise having jurisdiction.
 Each party hereto irrevocably consents to the service of process of any of
the aforementioned courts in any such action or proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to such party at its address located on the
signature page hereto or as updated from time to time, such service to become effective thirty (30)
days after such mailing.
 Nothing herein shall affect the right of any party hereto or any holder of a
Note to serve process in any other manner permitted by law or to commence legal proceedings or
otherwise proceed against any other party hereto in any other jurisdiction.
 Each party hereto hereby (i) irrevocably and unconditionally waives, to the
fullest extent permitted by law, trial by jury in any legal action or proceeding relating to this
Agreement or any other Loan Document and for any counterclaim therein; (ii) irrevocably waives, to
the maximum extent not prohibited by law, any right it may have to claim or recover in any such
litigation any special, exemplary, punitive or consequential damages, or damages other than, or in
addition to, actual damages; (iii) certifies that no party hereto
 - 101 -




---



##### 



nor any representative of the
Administrative Agent or counsel for any party hereto has represented, expressly or otherwise, or
implied that such party would not, in the event of litigation, seek to enforce the foregoing
waivers, and (iv) acknowledges that it has been induced to enter into this Agreement, the
other Loan Documents and the transactions contemplated hereby and thereby by, among other
things, the mutual waivers and certifications contained in this Section 12.09.
 Headings
 Confidentiality Confidential Information Disclosing Parties provided provided Restricted
Person provided
 - 102 -




---



##### 



Interest Rate Limitation
 - 103 -




---



##### 



Exculpation Provisions Each Of The Parties Hereto Specifically Agrees That It Has A Duty To Read This
Agreement And The Other Loan Documents And Agrees That It Is Charged With Notice And Knowledge Of
The Terms Of This Agreement And The Other Loan Documents; That It Has In Fact Read This Agreement
And Is Fully Informed And Has Full Notice And Knowledge Of The Terms, Conditions And Effects Of
This Agreement; That It Has Been Represented By Independent Legal Counsel Of Its Choice Throughout
The Negotiations Preceding Its Execution Of This Agreement And The Other Loan Documents; And Has
Received The Advice Of Its Attorney In Entering Into This Agreement And The Other Loan Documents;
And That It Recognizes That Certain Of The Terms Of This Agreement And The Other Loan Documents
Result In One Party Assuming The Liability Inherent In Some Aspects Of The Transaction And
Relieving The Other Party Of Its Responsibility For Such Liability. Each Party Hereto Agrees And
Covenants That It Will Not Contest The Validity Or Enforceability Of Any Exculpatory Provision Of
This Agreement And The Other Loan Documents On The Basis That The Party Had No Notice Or Knowledge
Of Such Provision Or That The Provision Is Not Conspicuous.
 Collateral Matters; Hedging Agreements; Treasury Management Agreements
 No Third Party Beneficiaries
 USA PATRIOT Act Notice USA PATRIOT
Act
 - 104 -




---



##### 



No Fiduciary Duty
 [ Signatures Begin Next Page ]
 - 105 -




---



##### 



BORROWER:
    
    EXTERRAN HOLDINGS, INC.By:
    
    /s/ J. Michael AndersonName: J. Michael Anderson
Title:   Senior Vice President and Chief
Financial OfficerAddress for Notices:16666 Northchase Drive
Houston, Texas 77060Facsimile No.: (281) 836-8039
Telephone No.: (281) 836-7000
e-mail: kelly.battle@exterran.com
Attention: Associate General CounselCopy to:General Counsel
Facsimile No: (281) 836-8061
e-mail: donald.wayne@exterran.comCopy to:Herschel Hamner
Baker Botts L.L.P.
910 Louisiana Street
Houston, Texas 77002
Facsimile No.: (713) 229-2049
Telephone No.: (713) 229-7749




---



##### 



ADMINISTRATIVE AGENT,
    
    WELLS FARGO BANK, NATIONALISSUING BANK, SWINGLINE
    
    ASSOCIATION,Individually and asLENDER AND LENDER:
    
    Administrative Agent
 By:
    
    /s/ Donald W. Herrick, Jr.Name: Donald W. Herrick, Jr.
Title:   Director
 Lending Office for ABR Loans andEurodollar Loans:301 South College Street23rd Floor NC 0680Charlotte, North Carolina 28288Facsimile No.: (704) 383-0288Address for Notices:Wells Fargo Bank, National Association1000 Louisiana, 9th FloorHouston, Texas 77002Attention: Donald HerrickFacsimile No.: (713) 739-1087




---



##### 



CO-SYNDICATION AGENT
    
    BNP PARIBAS,AND LENDER:
    
    as Co-Syndication Agent and LenderBy:Name:Title:




---



##### 



CO-SYNDICATION AGENT
    
    CREDIT AGRICOLE CORPORATEAND LENDER:
    
    AND INVESTMENT BANK,as Co-Syndication Agent and LenderBy:Name:Title:




---



##### 



CO-SYNDICATION AGENT
    
    ROYAL BANK OF CANADA,AND LENDER:
    
    as Co-Syndication Agent and LenderBy:Name:Title:
 Lending Office for ABR Rate Loans and
Eurodollar Loans:Royal Bank of Canada  WFC BranchThree World Financial Center200 Vesey StreetNew York, NY 10281-8098Attention: US Specialized Service OfficerTelephone: (416) 955-6599Fax: (212) 428-2372Address for Notices:Royal Bank of CanadaAttention: US Specialized Service OfficerNew York BranchOne Liberty Plaza, 3rd FloorNew York, NY 10006-1404Telephone: (416) 955-6599Fax: (212) 428-2372Telex: ROYBAN 62519With copy to:Royal Bank of CanadaAttention: Jason York3900 Williams Tower2800 Post Oak Blvd.Houston, TX 77056Telephone: (713) 403-5679Fax: (713) 403-5624




---



##### 



CO-SYNDICATION AGENT
    
    THE ROYAL BANK OF
SCOTLAND PLC,AND LENDER:
    
    as Co-Syndication Agent and LenderBy:Name:Title:Lending Office for ABR Rate Loans and
Eurodollar Loans:Address for Notices:600 Travis Street, Suite 6500Houston, Texas 77002Facsimile No.: (713) 221-2488




---



##### 



LENDER:
    
    BANK OF AMERICA, N.A.,as a LenderBy:Name:Title:Lending Office for ABR Rate Loans and
Eurodollar Loans:Srikanth RajyamPhone: 415.436.3685 ext. 64345Facsimile No.: 972.728.4373Address for Notices:2001 Clayton Rd. Bldg B
Concord, CA 94520




---



##### 



LENDER:
    
    JP MORGAN CHASE BANK, N.A.,as a LenderBy:Name:Title:




---



##### 



LENDER:
    
    CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as a LenderBy:Name:Title:By:Name:Title:Lending Office for ABR Rate Loans and
Eurodollar Loans:Attention: Eric Ceglowski
Facsimile No.: 866-469-3871Address for Notices:Attention: Eric Ceglowski
Facsimile No.: 866-469-3871




---



##### 



LENDER:
    
    COMPASS BANK,
as a LenderBy:Name:Title:By:Name:Title:Lending Office for ABR Rate Loans and
Eurodollar Loans:Compass Bank
Attention: Keri Seadler
Facsimile No.: 205-524-0385Address for Notices:24 Greenway Plaza Ste 1400B Houston,
Texas 77046
Attention: Keri Seadler
Facsimile No.205-524-0385




---



##### 



LENDER:
    
    BARCLAYS BANK PLC,
as a LenderBy:Name:Title:Lending Office for ABR Rate Loans and
Eurodollar Loans:Barclays Bank PLC
Attention: Malomo, Tunde
Facsimile No.: 917 522-0568Address for Notices:Same as above




---



##### 



LENDER:
    
    SUMITOMO MITSUI BANKING CORPORATION,as a LenderBy:Name:Title:By:Name:Title:Lending Office for ABR Rate Loans and 

Eurodollar Loans:Sumitomo Mitsui Banking Corporation277 Park AvenueNew York, NY 10172Attention: Arlene HebronFacsimile No.: 212-224-4391Address for Notices:Sumitomo Mitsui Banking Corporation277 Park AvenueNew York, NY 10172Attention: Arlene HebronFacsimile No.: 212-224-4391




---



##### 



LENDER:
    
    PNC BANK, NATIONAL ASSOCIATION,as a LenderBy:Name:Title:




---



##### 



LENDER:
    
    BRANCH BANKING AND TRUST COMPANY,as a LenderBy:Name:Title:By:Name:Title:Lending Office for ABR Rate Loans and 

Eurodollar Loans:BB&T200 W 2nd StreetWinston Salem, NC 27101Attention: Beth CookFacsimile No.: 336-733-2740Address for Notices:BB&T200 W 2nd StreetWinston Salem, NC 27101Attention: Beth CookFacsimile No.: 336-733-2740




---



##### 



LENDER:
    
    THE BANK OF NOVA SCOTIA,as a LenderBy:Name:Title:




---



##### 



LENDER:
    
    RAYMOND JAMES BANK, FSB,as a LenderBy:Name:Title:Lending Office for ABR Rate Loans and 

Eurodollar Loans:710 Carillon ParkwaySt. Petersburg, FL 33716Attention: Loan Ops/CMLFacsimile No.: 866-597-4002Address for Notices:710 Carillon ParkwaySt. Petersburg, FL 33716Attention: Garrett T. McKinnonFacsimile No.: 866-205-1396




---



##### 



LENDER:
    
    CITIBANK, N.A.,as a LenderBy:Name:Title:By:Name:Title:




---



##### 



LENDER:
    
    GOLDMAN SACHS,as a LenderBy:Name:Title:By:Name:Title:




---



##### 



ANNEX I  AGGREGATE COMMITMENTS
 Name of Lender
    
    Revolving CommitmentWells Fargo Bank, National Association
    
    $
    115,000,000.00Royal Bank of Canada
    
    $
    100,000,000.00The Royal Bank of Scotland PLC
    
    $
    100,000,000.00BNP Paribas
    
    $
    100,000,000.00Credit Agricole Corporate and Investment Bank
    
    $
    100,000,000.00Bank of America, N.A.
    
    $
    100,000,000.00JP Morgan Chase Bank, N.A.
    
    $
    85,000,000.00Citibank
    
    $
    65,000,000.00Credit Suisse AG, Cayman Islands Branch
    
    $
    50,000,000.00Compass Bank
    
    $
    50,000,000.00Barclays Bank PLC
    
    $
    45,000,000.00Sumitomo Mitsui Banking Corporation
    
    $
    35,000,000.00PNC Bank, National Association
    
    $
    35,000,000.00Branch Banking and Trust
    
    $
    35,000,000.00The Bank of Nova Scotia
    
    $
    35,000,000.00Goldman Sachs Bank USA
    
    $
    30,000,000.00Raymond James Bank, FSB
    
    $
    20,000,000.00TOTAL
    
    $
    1,100,000,000.00
 Annex  I




---



##### 



EXHIBIT A  FORM OF NOTE
 $___________________
    
    _____________, 201[]
 Borrower Lender Administrative Agent
  Credit Agreement
  Signature Page Follows
 Exhibit A-1




---



##### 



THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
TEXAS.
 EXTERRAN HOLDINGS, INC.By:Name:Title: Exhibit A-2




---



##### 



EXHIBIT B  FORM OF BORROWING REQUEST
 Borrower Credit Agreement
   1
 2
  3
  4
  Signature page follows.
 
 1
    
    Must be a Business Day.2
    
    Not applicable if a Swingline Loan is requested.3
    
    Not applicable if a Swingline Loan is requested.4
    
    In the case of a Swingline Loan, account shall be the general deposit account of the Borrower with the Swingline Lender. Exhibit B-1




---



##### 



EXTERRAN HOLDINGS, INC.By:Name:Title: Exhibit B-2




---



##### 



EXHIBIT C  FORM OF INTEREST ELECTION REQUEST
 Borrower Section 2.04 Credit Agreement Section 2.04
 (a
    )
    
    The amount of the Borrowing to which
this Interest Election Request applies1:(b
    )
    
    The effective date of the election
(which is a Business Day):(c
    )
    
    Type of Borrowing following
[conversion] [continuation]:
    
    [ABR] [Eurodollar](d
    )
    
    Interest Period and the last day thereof2:
 Signature page follows.
 
 1
    
    If different options are being elected with
respect to different portions of such Borrowing, specify the portions thereof
to be allocated to each resulting Borrowing and specify the information
requested in clauses (b), (c) and (d) for each resulting Borrowing.2
    
    For Eurodollar Borrowing only. Shall be
subject to the definition of Interest Period in the Credit Agreement. Exhibit C-1




---



##### 



_____________________ _____________________
 EXTERRAN HOLDINGS, INC.By:Name:Title: Exhibit C-2




---



##### 



EXHIBIT D-1  FORM OF EFFECTIVE DATE COMPLIANCE CERTIFICATE
  Borrower Credit Agreement
 (a)
    
    The representations and warranties of the Borrower and the Guarantors contained
in Article VII of the Credit Agreement and in the Security Instruments are true and
correct as of the date hereof, except to the extent any such representations and
warranties are expressly limited to an earlier date in which case, on and as of the
date hereof, such representations and warranties continue to be true and correct as of
such specified earlier date.(b)
    
    The Borrower and each Guarantor have performed and complied with all agreements
and conditions contained in the Credit Agreement and in the Security Instruments
required to be performed or complied with by it prior to or at the time of delivery
hereof.(c)
    
    Since December 31, 2010, no change, event, development or circumstance has
occurred or exists that has had a Material Adverse Effect.(d)
    
    As of the date hereof, no Default has occurred and is continuing under the
Credit Agreement.
 Signature page follows.
 Exhibit D-1-1




---



##### 



EXTERRAN HOLDINGS, INC.By:Name:Title: Exhibit D-1-2




---



##### 



EXHIBIT D-2  FORM OF ONGOING COMPLIANCE CERTIFICATE
  Borrower Credit Agreement
 (a)
    
    As of the date hereof, no Default has occurred and is continuing under the Credit
Agreement [except as described below]1.[](b)
    
    Attached hereto are the computations in reasonable detail necessary to
determine whether the Borrower is in compliance with 9.10(a), (b) and (c) of the Credit
Agreement as of the end of the [fiscal quarter][fiscal year] ending
[    ].
 Signature page follows.
 
 1
    
    If any Default has occurred and is continuing
as of the date hereof, describe the same in reasonable detail in the space
provided below part (a). Exhibit D-2-1




---



##### 



EXTERRAN HOLDINGS, INC.By:Name:Title: Exhibit D-2-2




---



##### 



EXHIBIT E  FORM OF ASSIGNMENT AND ASSUMPTION
 Assignment and Assumption [ Insert name of Assignor ] Assignor [ Insert name of Assignee ] Assignee Credit Agreement
 Assigned Interest
 1.
    
    Assignor:2.
    
    Assignee:
    
    [and is an Affiliate of [identify Lender]1]3.
    
    Borrower:
    
    Exterran Holdings, Inc., a Delaware corporation4.
    
    Administrative Agent:
    
    Wells Fargo Bank, National Association, as the administrative agent under the Credit Agreement5.
    
    Credit Agreement:
    
    The Senior Secured Credit Agreement dated as of July 8, 2011 among the Borrower, the
Administrative Agent and the other Agents and Lenders from time to time party thereto (as the
same
 
 1
    
    Select as applicable. Exhibit E-1




---



##### 



may be amended, restated, supplemented or otherwise modified from
time to time)6.
    
    Assigned Interest:
 Aggregate Amount of
    
    Amount of
    
    Percentage AssignedCommitment/Loans
    
    Commitment/Loans
    
    Commitment/Loans
    
    ofAssigned2
    
    for all Lenders
    
    Assigned
    
    Commitment/Loans3$
    
    
    
    $
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    %
 [ ]
  ASSIGNOR[NAME OF ASSIGNOR]By:Name:Title:ASSIGNEE[NAME OF ASSIGNEE]By:Name:Title: 
 2
    
    Fill in the appropriate terminology for the
types of Commitments and/or Loans under the Credit Agreement that are being
assigned under this Assignment (e.g. Revolving Commitment, etc.)3
    
    Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder. Exhibit E-2




---



##### 



[Consented to by:]4
WELLS FARGO, NATIONAL ASSOCIATION, as
Administrative AgentBy:Name:Title:[NAME OF ISSUING BANK], as Issuing BankBy:Name:Title:[Consented to by:]5
EXTERRAN HOLDINGS, INC., as BorrowerBy:Name:Title: 
 4
    
    To be added only if the consent of the
Administrative Agent and the Issuing Bank is required by the terms of the
Credit Agreement.5
    
    To be added only if the consent of the
Borrower is required by the terms of the Credit Agreement. Exhibit E-3




---



##### 



Representations and Warranties
 Assignor
 Assignee
 Payments




---



##### 



General Provisions




---



##### 



EXHIBIT F  SECURITY INSTRUMENTS
 EES Leasing EXH GP LP LLC EXH
MLP LP LLC EESLP Collateral Agreement
     Exhibit F-1




---



##### 



EXHIBIT G-1  FORM OF COMMITMENT INCREASE CERTIFICATE
  To:
    
    Wells Fargo Bank, National Association,
as Administrative Agent
 Borrower Credit Agreement
   Annex I
 Annex I Annex I
  Very truly yours,EXTERRAN HOLDINGS, INC.By:Name:Title:  Exhibit G-1-1




---



##### 



Wells Fargo Bank, National Association,
as Administrative AgentBy:Name:Title:Accepted and Agreed:
[NAME OF LENDER], as LenderBy:Name:Title: Exhibit G-1-2




---



##### 



EXHIBIT G-2  FORM OF ADDITIONAL LENDER CERTIFICATE
  To:
    
    Wells Fargo Bank, National Association,
as Administrative Agent
 Borrower Credit Agreement
    Very truly yours,EXTERRAN HOLDINGS, INC.By:Name:Title: Exhibit G-2-1




---



##### 



Accepted and Agreed:
Wells Fargo Bank, National Association,
as Administrative AgentBy:Name:Title:Accepted and Agreed:[NAME OF ADDITIONAL LENDER],
as Additional LenderBy:Name:Title: Exhibit G-2-2




---



##### 



EXHIBIT H-1  FORM OF U.S. TAX CERTIFICATE
 
 Credit Agreement Borrower
    Exhibit H-1




---



##### 



[NAME OF LENDER] (the Lender)By:Name:Title:
    [Tax Owner, if the Lender is a disregarded entity]   Exhibit H-1




---



##### 



EXHIBIT H-2  FORM OF U.S. TAX CERTIFICATE
 
 Credit Agreement Borrower
   Exhibit H-2




---



##### 



By:Name:Title:
    [Tax Owner, if the Lender is a disregarded entity]  Exhibit H-2




---



##### 



EXHIBIT H-3  FORM OF U.S. TAX CERTIFICATE
 
 Credit Agreement Borrower
    Exhibit H-3




---



##### 



By:Name:Title:
    [Tax Owner, if the Participant is a disregarded entity]  Exhibit H-3




---



##### 



EXHIBIT H-4  FORM OF U.S. TAX CERTIFICATE
 
 Credit Agreement Borrower
   Exhibit H-4




---



##### 



By:Name:Title:
    [Tax Owner, if the Participant is a disregarded entity]  Exhibit H-4




---



##### 



Schedule 1.01(a)  Specified Foreign Asset Transfer
  Schedule 1.01(




---



##### 



Schedule 1.01(b)  Unrestricted Subsidiaries
  Schedule 1.01(




---



##### 



Schedule 1.02  Existing Letters of Credit
  Schedule 1.02




---



##### 



Schedule 6.01(c)
 Excepted Property
  Schedule




---



##### 



Schedule 7.03
 Litigation
  Schedule




---



##### 



Schedule 7.09
 Taxes
  Schedule




---



##### 



Schedule 7.10
 Titles, Etc .
  Schedule




---



##### 



Schedule 7.13
 Subsidiaries
 Jurisdiction ofIncorporation/
    
    Restricted orSubsidiary
    
    Organization
    
    UnrestrictedArabian European Mechanical Company Ltd.
    
    Saudi Arabia
    
    RestrictedB.T. Engineering Pte Ltd
    
    Singapore
    
    RestrictedB.T.I. Holdings Pte Ltd
    
    Singapore
    
    RestrictedBelleli Energia CPE do Brasil Ltda.
    
    Brazil
    
    RestrictedBelleli Energy B.V.
    
    Netherlands
    
    RestrictedBelleli Energy Critical Process Equipment S.r.l.
    
    Italy
    
    RestrictedBelleli Energy F.Z.E.
    
    Dubai
    
    RestrictedBelleli Energy S.r.l.
    
    Italy
    
    RestrictedCompression Services de Mexico, S.A. de C.V.
    
    Mexico
    
    RestrictedEES GP, L.P.
    
    Delaware
    
    RestrictedEES Leasing LLC
    
    Delaware
    
    RestrictedEnterra Compression Investment Company
    
    Delaware
    
    RestrictedEnterra Global Holdings LLC
    
    Delaware
    
    RestrictedExcel Energy Services Limited
    
    Nigeria
    
    RestrictedEXH Cayman Ltd.
    
    Cayman Islands
    
    RestrictedEXH GP LP LLC
    
    Delaware
    
    RestrictedEXH MLP LP LLC
    
    Delaware
    
    RestrictedEXLP Leasing LLC
    
    Delaware
    
    UnrestrictedEXLP Operating LLC
    
    Delaware
    
    UnrestrictedExterran (Australia) Pty Ltd
    
    Australia
    
    RestrictedExterran (Beijing) Energy Equipment Company Ltd.
    
    China
    
    RestrictedExterran (Poland) Sp. z.o.o.
    
    Poland
    
    RestrictedExterran (Singapore) Pte. Ltd.
    
    Singapore
    
    RestrictedExterran (Thailand) Ltd.
    
    Thailand
    
    RestrictedExterran (UK) Ltd.
    
    United Kingdom
    
    RestrictedExterran Argentina S.r.l.
    
    Argentina
    
    Restricted
 Schedule 7.13
 1




---



##### 



Jurisdiction ofIncorporation/
    
    Restricted orSubsidiary
    
    Organization
    
    UnrestrictedExterran Bolivia S.r.l.
    
    Bolivia
    
    RestrictedExterran Canada, Limited Partnership
    
    Nova Scotia, Canada
    
    RestrictedExterran Canadian Partnership Holdings GP ULC
    
    Alberta, Canada
    
    RestrictedExterran Canadian Partnership Holdings LP
Company
    
    Nova Scotia, Canada
    
    RestrictedExterran Colombia Leasing LLC
    
    Delaware
    
    RestrictedExterran Eastern Hemisphere F.Z.E.
    
    Dubai
    
    RestrictedExterran Egypt LLC
    
    Egypt
    
    RestrictedExterran Energy Corp.
    
    Delaware
    
    RestrictedExterran Energy de Mexico, S.A. de C.V.
    
    Mexico
    
    RestrictedExterran Energy Middle-East LLC
    
    Oman
    
    RestrictedExterran Energy Solutions Compania Limitada
    
    Chile
    
    RestrictedExterran Energy Solutions India Private Limited
    
    India
    
    RestrictedExterran Energy Solutions, L.P.
    
    Delaware
    
    RestrictedExterran Egypt Oil & Gas Services LLC
    
    Egypt
    
    RestrictedExterran Finance Company Ltd.
    
    Barbados
    
    RestrictedExterran General Holdings LLC
    
    Delaware
    
    RestrictedExterran General Partner, L.P.
    
    Delaware
    
    RestrictedExterran GP LLC
    
    Delaware
    
    RestrictedExterran HL LLC
    
    Delaware
    
    RestrictedExterran Holding Company NL B.V.
    
    Netherlands
    
    RestrictedExterran Holdings HL LLC
    
    Delaware
    
    RestrictedExterran Holdings, Inc.
    
    Delaware
    
    RestrictedExterran International Holdings LLC
    
    Delaware
    
    RestrictedExterran International SA
    
    Switzerland
    
    RestrictedExterran Kazakhstan LLP
    
    Kazakhstan
    
    RestrictedExterran Malta Holding Limited
    
    Malta
    
    RestrictedExterran Manutencao Industrial Ltda.
    
    Brazil
    
    RestrictedExterran Middle East LLC
    
    Oman
    
    Restricted
 Schedule 7.13
 2




---



##### 



Jurisdiction ofIncorporation/
    
    Restricted orSubsidiary
    
    Organization
    
    UnrestrictedExterran Nigeria Limited
    
    Nigeria
    
    RestrictedExterran North Africa Limited
    
    Malta
    
    RestrictedExterran Pakistan (Private) Limited
    
    Pakistan
    
    RestrictedExterran Partners, L.P.
    
    Delaware
    
    UnrestrictedExterran Peru S.R.L.
    
    Peru
    
    RestrictedExterran Peru Selva S.r.l.
    
    Peru
    
    RestrictedExterran Services (UK) Ltd.
    
    United Kingdom
    
    RestrictedExterran Services B.V.
    
    Netherlands
    
    RestrictedExterran Services de Mexico, S. de R.L. de C.V.
    
    Mexico
    
    RestrictedExterran Servicos de Oleo e Gas Ltda.
    
    Brazil
    
    RestrictedExterran Venezuela, C.A.
    
    Venezuela
    
    RestrictedExterran Water Management Services, LLC
    
    Wyoming
    
    RestrictedExterran Water Solutions ULC
    
    Alberta, Canada
    
    RestrictedExterran Energy Solutions Ecuador Cia Ltda.
    
    Ecuador
    
    RestrictedH.C.C. Compressor de Venezuela, C.A.
    
    Venezuela
    
    RestrictedHanover Asia, Inc.
    
    Delaware
    
    RestrictedHanover Canada Corporation
    
    Alberta, Canada
    
    RestrictedHanover Cayman Limited
    
    Cayman Islands
    
    RestrictedHanover Compressor Peru, SAC
    
    Peru
    
    RestrictedHanover de Mexico, S. de R.L. de C.V.
    
    Mexico
    
    RestrictedHanover Ecuador LLC
    
    Delaware
    
    RestrictedHC Leasing, Inc.
    
    Delaware
    
    RestrictedProduction Operators Cayman Inc.
    
    Cayman Islands
    
    RestrictedPT. Exterran Indonesia
    
    Indonesia
    
    RestrictedQuimex S.A.
    
    Switzerland
    
    RestrictedServi-Compresores, C.A.
    
    Venezuela
    
    RestrictedUCO Compression Holding, L.L.C.
    
    Delaware
    
    RestrictedUniversal Compression Bolivia Ltda.
    
    Bolivia
    
    RestrictedUniversal Compression Cayman Ltd.
    
    Cayman Islands
    
    Restricted
 Schedule 7.13  3




---



##### 



Jurisdiction ofIncorporation/
    
    Restricted orSubsidiary
    
    Organization
    
    UnrestrictedUniversal Compression International Holdings,
S.L.U.
    
    Spain
    
    RestrictedUniversal Compression International Ltd.
    
    Cayman Islands
    
    RestrictedUniversal Compression International, Inc.
    
    Delaware
    
    RestrictedUniversal Compression Mauritius
    
    Mauritius
    
    RestrictedUniversal Compression of Colombia Ltd.
    
    Cayman Islands
    
    RestrictedUniversal Compression Services de Venezuela C.A.
    
    Venezuela
    
    RestrictedUniversal Compression Services, LLC
    
    Delaware
    
    RestrictedUniwhale Ltd.
    
    Cayman Islands
    
    Restricted
 Schedule 7.13  4




---



##### 



Schedule 7.19
 Hedging Agreements
 EFFECTIVE
    
    
    
    
    
    
    
    
    
    NOTIONAL
    
    MTMCOUNTERPARTY
    
    TYPE
    
    DATE
    
    MATURITY
    
    RATE
    
    AMOUNT
    
    3/31/2011Scotia Capital
    
    Interest rate
    
    31-Dec-08
    
    30-Dec-11
    
    
    2.3400
    %
    
    $
    100,000,000
    
    
    $
    (1,534,876
    )Sun Trust
    
    Interest rate
    
    20-Sep-07
    
    20-Jul-12
    
    
    4.6675
    %
    
    $
    150,000,000
    
    
    $
    (8,445,160
    )Wells Fargo
    
    Interest rate
    
    21-Dec-09
    
    20-Aug-12
    
    
    3.4850
    %
    
    $
    45,000,000
    
    
    $
    (1,908,803
    )Wells Fargo
    
    Interest rate
    
    22-Feb-10
    
    20-Aug-12
    
    
    3.2800
    %
    
    $
    40,000,000
    
    
    $
    (1,579,114
    )Wells Fargo
    
    Interest rate
    
    20-Apr-10
    
    20-Aug-12
    
    
    4.6750
    %
    
    $
    70,000,000
    
    
    $
    (4,163,891
    )Wells Fargo
    
    Interest rate
    
    21-Jun-10
    
    20-Aug-12
    
    
    4.6750
    %
    
    $
    35,000,000
    
    
    $
    (2,081,946
    )Wells Fargo
    
    Interest rate
    
    20-Jul-10
    
    20-Aug-12
    
    
    4.6750
    %
    
    $
    55,000,000
    
    
    $
    (3,271,629
    )Wells Fargo
    
    Interest rate
    
    20-Aug-10
    
    20-Jul-12
    
    
    4.7440
    %
    
    $
    70,000,000
    
    
    $
    (4,017,175
    )TOTAL
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    565,000,000
    
    
    $
    (27,002,593
    )
 Schedule 7.19
 1




---



##### 



Schedule 7.20
 Restrictions on Liens
  Schedule 7.20
 1




---



##### 



Schedule 7.22
 Jurisdictions for Security Instrument Filings
 Location
    
    Filing Office4444 Brittmoore Rd.,
Houston, Texas 77041
Harris County
(Brittmoore Facility)
    
    Harris County Clerks Office
 Schedule 7.22
 1




---



##### 



Schedule 8.07
 Excluded Collateral
 provided however provided however
 Schedule 8.07
 1




---



##### 



Schedule 9.01
 Debt
 1.
    
    Miscellaneous equipment leases and other equipment financings as noted on Schedule 9.02, Item
2.2.
    
    Debt reflected on the financial statements of the Borrower as of March 31, 2011.
 Schedule 9.01  1




---



##### 



Schedule 9.02
 Liens
 1.
    
    Liens securing the Existing Senior Notes.2.
    
    The following UCC filings securing obligations under equipment leases and other equipment
financings:
 Listed Debtor
    
    Original Instrument No.
    
    JurisdictionExterran Holdings, Inc.
    
    2008 81499530
    
    DelawareExterran Holdings, Inc.
    
    2008 82232567
    
    DelawareExterran Energy Solutions, L.P.
    
    2005 53287902
(as amended)
    
    DelawareExterran Energy Solutions, L.P.
    
    2006 63356409
(as amended)
    
    DelawareExterran Energy Solutions, L.P.
    
    2009 90222254
(as amended)
    
    DelawareExterran Energy Solutions, L.P.
    
    2009 93080949
    
    DelawareExterran Energy Solutions, L.P.
    
    2010 01341803
    
    DelawareExterran Energy Solutions, L.P.
    
    2010 01359524
    
    DelawareExterran Energy Solutions, L.P.
    
    2010 01362098
    
    DelawareExterran Energy Solutions, L.P.
    
    2010 01365711
    
    DelawareExterran Energy Solutions, L.P.
    
    2010 03163239
(as amended)
    
    Delaware
 3.
    
    Other Existing Liens
 a.
    
    Liens, including pledge by Hanover Cayman Limited of its interest in WilPro Energy
Sevices (PIGAP II) Limited to secure the non-recourse project financing obtained by WilPro
Energy Services (El Furrial) Limited.b.
    
    Liens, including pledge by Production Operators Cayman Inc. of its interest in WilPro
Energy Services (El Furrial) Limited to secure a non-recourse project financing.c.
    
    Liens securing letters of credit, insurance premium financing, capital lease
obligations, Hedging Agreements, guarantees and surety bonds of US Borrower and its
Subsidiaries.
 Schedule 9.02  1




---



##### 



Schedule 9.03
 Investments, Loans and Advances
 1.
    
    Investments in Subsidiaries including in EXLP and any Subsidiary of EXLP.2.
    
    Investments in WilPro Energy Services (PigapII) Limited and WilPro Energy Services (El
Furrial) Limited.
 Schedule 9.03  1




---



##### 



Schedule 9.11(h)
 Permitted Transfers of Property
  Schedule




---



##### 



Schedule 9.13
 Transactions with Affiliates
 1.
    
    Transactions with Affiliates disclosed in the existing SEC filings of the Borrower or its
Subsidiaries.2.
    
    Various intercompany payables and receivables between one or more of the Obligors, on the one
hand, and one or more of EXLP and any Subsidiary of EXLP, on the other hand.
 Schedule