Exhibit 10.3
 EXECUTION VERSION
 Collateral Agreement
 Dated as of
 July 8, 2011
 Made by
 Exterran Holdings, Inc.,
 EES Leasing LLC,
 EXH GP LP LLC,
 EXH MLP LP LLC,
 and
 Exterran Energy Solutions, L.P.,
 in Favor of
 WELLS FARGO BANK, NATIONAL ASSOCIATION,  as Administrative Agent




---



##### 



TABLE OF CONTENTS
 PageARTICLE IDefinitionsSection 1.01 Definitions
    
    
    1Section 1.02 Other Definitional Provisions
    
    
    3ARTICLE IIGrant of Security InterestSection 2.01 Grant of Security Interest
    
    
    3Section 2.02 No Subrogation
    
    
    4Section 2.03 Amendments, Etc. With Respect to the Obligations
    
    
    5Section 2.04 Waivers
    
    
    5Section 2.05 Pledge Absolute and Unconditional
    
    
    5Section 2.06 Reinstatement
    
    
    7ARTICLE IIIRepresentations and WarrantiesSection 3.01 Title; No Other Liens
    
    
    7Section 3.02 Perfected First Priority Liens
    
    
    8Section 3.03 Grantor Information
    
    
    8Section 3.04 Instruments and Chattel Paper
    
    
    8Section 3.05 Truth of Information; Accounts
    
    
    8Section 3.06 Governmental Obligors
    
    
    8ARTICLE IVCovenantsSection 4.01 Maintenance of Perfected Security Interest; Further Documentation
    
    
    8Section 4.02 Changes in Locations, Name, Etc.
    
    
    9Section 4.03 Instruments and Tangible Chattel Paper
    
    
    9ARTICLE VRemedial ProvisionsSection 5.01 UCC and Other Remedies
    
    
    9Section 5.02 Collections on Accounts, Etc.
    
    
    11Section 5.03 Proceeds
    
    
    11Section 5.04 Deficiency
    
    
    12Section 5.05 Non-Judicial Enforcement
    
    
    12ARTICLE VIThe Administrative AgentSection 6.01 Administrative Agents Appointment as Attorney-in-Fact, Etc.
    
    
    12Section 6.02 Duty of Administrative Agent
    
    
    13Section 6.03 Filing of Financing Statements
    
    
    14Section 6.04 Authority of Administrative Agent
    
    
    14
 i




---



##### 



PageARTICLE VIISubordination of ObligationsSection 7.01 Subordination of All Grantor Claims
    
    
    14Section 7.02 Claims in Bankruptcy
    
    
    15Section 7.03 Payments Held in Trust
    
    
    15Section 7.04 Liens Subordinate
    
    
    15ARTICLE VIIIMiscellaneousSection 8.01 Waiver
    
    
    16Section 8.02 Notices
    
    
    16Section 8.03 Amendments in Writing
    
    
    16Section 8.04 Successors and Assigns
    
    
    16Section 8.05 Survival; Revival; Reinstatement
    
    
    16Section 8.06 Counterparts; Integration; Effectiveness; Conflicts
    
    
    17Section 8.07 Severability
    
    
    17Section 8.08 Governing Law; Submission to Jurisdiction
    
    
    17Section 8.09 Headings
    
    
    19Section 8.10 Acknowledgments
    
    
    19Section 8.11 Additional Grantors
    
    
    19Section 8.12 Releases
    
    
    20Section 8.13 Acceptance
    
    
    20
 ANNEXES     SCHEDULES
 ii




---



##### 



COLLATERAL AGREEMENT EXH EES Leasing EXH GP EXH MLP EESLP Grantors Grantor Administrative Agent Lenders Credit Agreement Borrower
     ARTICLE I
DEFINITIONS
 Definitions
   Account Debtor
 1




---



##### 



Administrative Agent
 Agreement
 Borrower
 Collateral
 Credit Agreement
 EES Leasing
 EESLP
 EXH
 EXH GP
 EXH MLP
 Grantor
 Grantor Claims
 Lenders
 Payment in Full
 Proceeds
 Secured Documents
 Secured Hedging Agreement
 2




---



##### 



Secured Parties
 Secured Treasury Management Agreement
 Securities Act
 UCC provided however
 Other Definitional Provisions
    ARTICLE II
GRANT OF SECURITY INTEREST
 Grant of Security Interest Collateral
    3




---



##### 



No Subrogation
 4




---



##### 



Amendments, Etc. With Respect to the Obligations
 Waivers
 Pledge Absolute and Unconditional
  5




---



##### 



6




---



##### 



Reinstatement
 ARTICLE III
REPRESENTATIONS AND WARRANTIES
  Title; No Other Liens
 7




---



##### 



Perfected First Priority Liens Schedule 2
 Grantor Information Schedule
3
 Instruments and Chattel Paper
 Truth of Information; Accounts
 Governmental Obligors
 ARTICLE IV
COVENANTS
  Maintenance of Perfected Security Interest; Further Documentation
  8




---



##### 



Changes in Locations, Name, Etc.
 Instruments and Tangible Chattel Paper
 ARTICLE V
REMEDIAL PROVISIONS
 UCC and Other Remedies
  9




---



##### 



10




---



##### 



Collections on Accounts, Etc.
 Proceeds
 11




---



##### 



Deficiency
 Non-Judicial Enforcement
 ARTICLE VI
THE ADMINISTRATIVE AGENT
 Administrative Agents Appointment as Attorney-in-Fact, Etc.
     12




---



##### 



Duty of Administrative Agent
 13




---



##### 



Filing of Financing Statements
 Authority of Administrative Agent
 ARTICLE VII
SUBORDINATION OF OBLIGATIONS
 Subordination of All Grantor Claims Grantor Claims
 14




---



##### 



Claims in Bankruptcy
 Payments Held in Trust
 Liens Subordinate
 15




---



##### 



ARTICLE VIII
MISCELLANEOUS
 Waiver
 Notices provided Schedule 1
 Amendments in Writing
 Successors and Assigns provided
 Survival; Revival; Reinstatement
   16




---



##### 



Counterparts; Integration; Effectiveness; Conflicts
  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING
AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ANY AND ALL
PREVIOUS AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF AND
THEREOF. THIS AGREEMENT AND THE 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
 Governing Law; Submission to Jurisdiction
  17




---



##### 



SCHEDULE 1
   18




---



##### 



Headings
 Acknowledgments
    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.
 Additional Grantors Annex I
 19




---



##### 



Releases
 Full Release
 Partial Release provided
 Retention in Satisfaction
 Release of Grantors
 Acceptance
  20




---



##### 



GRANTORS:
    EXTERRAN HOLDINGS, INC.By:
    /s/ J. Michael AndersonJ. Michael AndersonSenior Vice President and Chief Financial OfficerEES LEASING LLC.By:
    /s/ J. Michael AndersonJ. Michael AndersonSenior Vice President and Chief Financial OfficerEXH GP LP LLCBy:
    /s/ Pamela JasinskiPamela JasinskiManagerEXH MLP LP LLCBy:
    /s/ Pamela JasinskiPamela JasinskiManagerEXTERRAN ENERGY SOLUTIONS, L.P.By:
    /s/ J. Michael AndersonJ. Michael AndersonSenior Vice President and Chief Financial Officer




---



##### 



ADMINISTRATIVE
    
    WELLS FARGO BANK, NATIONAL ASSOCIATIONAGENT:By:
Name:
    
    /s/ Donald W. Herrick, Jr.

Donald W. Herrick, Jr.Title:
    
    Director




---



##### 



Annex I
 FORM OF ADDITIONAL GRANTOR SUPPLEMENT
 Additional Grantor Administrative Agent Lenders
  Borrower Credit Agreement
 Collateral Agreement
   Grant of Security Interest Collateral
      Annex I-1




---



##### 



provided however
 Obligations Under the Collateral Agreement Annex A 1
 
 1
    
    Refer to each Schedule which needs
to be supplemented. Annex I-2




---



##### 



Representations, Warranties and Covenants
 Governing Law.
 Annex I-3




---



##### 



[ADDITIONAL GRANTOR]By:Name:Title:
 Annex I-4




---



##### 



Annex A
to Additional Grantor Supplement
  Annex A-1




---



##### 



Notice Addresses of Grantors
 
 
 
 
 
 Schedule 1-1




---



##### 



Filings and Other Actions Required to Perfect Security Interests
 1.
    
    Filing of UCC-1 Financing Statements, naming each Grantor as debtor and the Administrative
Agent as secured party, and describing the Collateral, with the Secretary of State of the
State of Delaware.
 Schedule 2-1




---



##### 



Location of Jurisdiction of Organization and Chief Executive Office
 Legal name of EXH:
    
    Exterran Holdings, Inc.Address:
    
    16666 Northchase DriveHouston, TX 77060Jurisdiction of organization:
    
    DelawareOrganizational number:
    
    4295474Location of chief executive office or sole place of business:
    
    see address aboveLegal name of EES:
    
    EES Leasing LLC.Address:
    
    16666 Northchase DriveHouston, TX 77060Jurisdiction of organization:
    
    DelawareOrganizational number:
    
    4404686Location of chief executive office or sole place of business:
    
    see address aboveLegal name of EXH GP:
    
    EXH GP LP LLCAddress:
    
    16666 Northchase DriveHouston, TX 77060Jurisdiction of organization:
    
    DelawareOrganizational number:
    
    4229732Location of chief executive office or sole place of business:
    
    see address aboveLegal name of EXH MLP:
    
    EXH MLP LP LLCAddress:
    
    16666 Northchase DriveHouston, TX 77060Jurisdiction of organization:
    
    DelawareOrganizational number:
    
    422737Location of chief executive officer or sole place of business:
    
    see address aboveLegal name of EESLP:
    
    Exterran Energy Solutions, L.P.Address:
    
    16666 Northchase DriveHouston, TX 77060Jurisdiction of organization:
    
    DelawareOrganizational number:
    
    3326660Location of chief executive officer or sole place of business:
    
    see address above
 Schedule 3-1