exv10w1






Exhibit 10.1


Confidential Treatment has been requested for the redacted portions of this agreement. The
redactions are indicated with six asterisks (******). A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.




FIRST AMENDMENT

TO

SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT




AMONG



EXTERRAN HOLDINGS, INC.



EXTERRAN ENERGY SOLUTIONS, L.P.



EXTERRAN GP LLC



EXTERRAN GENERAL PARTNER, L.P.



EXTERRAN PARTNERS, L.P.



AND



EXLP OPERATING LLC



 









 





FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED

OMNIBUS AGREEMENT




     This First Amendment (this “Amendment”) to the Second Amended and Restated Omnibus Agreement
is entered into on, and effective as of, August 11, 2010 (the “Effective Date”), and is by and
among Exterran Holdings, Inc., a Delaware corporation (“Exterran”), Exterran Energy Solutions,
L.P., a Delaware limited partnership (“EESLP”), Exterran GP LLC, a Delaware limited liability
company (“GP LLC”), Exterran 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, a Delaware limited liability company (the “Operating Company”). The above-named
entities are sometimes referred to in this Amendment collectively as the “Parties.”



RECITALS:




     The Parties entered into that certain Second Amended and Restated Omnibus Agreement dated as
of November 10, 2009 (the “Omnibus Agreement”).



     The Parties desire to amend the Omnibus Agreement to (i) extend the Limit Period as defined in
Section 1.1 of the Omnibus Agreement and (ii) restate Schedules A, B, C and D to, among other
things, reflect the Exterran Customers, Exterran Overlapping Customers, Partnership Customers and
Partnership Overlapping Customers, respectively, upon contribution of certain compression services
agreements and compression equipment to the Partnership in the transaction contemplated by that
certain Contribution, Conveyance and Assumption Agreement by and among EESLP, EES Leasing LLC, EXH
GP LP LLC, GP LLC, EXH MLP LP LLC, the General Partner, the Operating Company, EXLP Leasing LLC and
the Partnership, dated as of July 26, 2010.



     The Conflicts Committee of the Board of Directors of GP LLC has approved the form, terms and
substance of this Amendment in accordance with the requirements set
forth in Section 8.6 of the Omnibus Agreement.



 









 





     For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:



     1. Omnibus Agreement Amendment.



     (a) The definition of “Limit Period” in Section 1.1 of the Omnibus Agreement is hereby
replaced in its entirety with the following:



     “ “Limit Period” means the period commencing on the Effective Date and ending on December 31,
2011.”



     (b) The Omnibus Agreement is hereby amended by replacing Schedules A, B, C and D with the
respective schedules attached to this Amendment.



     2. Acknowledgement. Except as amended hereby, the Omnibus Agreement shall remain in full
force and effect as previously executed, and the Parties hereby ratify the Omnibus Agreement as
amended hereby.



     3. Counterparts. This Amendment may be executed in one or more counterparts, all of which
shall be considered one and the same agreement, and shall become effective when one or more
counterparts have been signed by each of the Parties hereto and delivered (including by facsimile)
to the other Parties.



[Signature page follows.]






 









 








     IN WITNESS WHEREOF, the Parties have executed this Amendment on, and effective as of, the date
first set forth above.



	 	 	 	 	 
	 	
EXTERRAN HOLDINGS, INC.

 	 
	 	By:  	/s/ Ernie L. Danner 	 
	 	 	Name:  	Ernie L. Danner 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 
	 	EXTERRAN ENERGY SOLUTIONS, L.P.

 	 
	 	By:  	/s/ Ernie L. Danner 	 
	 	 	Name:  	Ernie L. Danner 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 
	 	EXTERRAN GP LLC

 	 
	 	By:  	/s/ David S. Miller 	 
	 	 	Name:  	David S. Miller 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	 
	 	EXTERRAN GENERAL PARTNER, L.P.

 	 
	 	By:  	Exterran GP LLC,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	/s/ David S. Miller 	 
	 	 	Name:  	David S. Miller 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 



Signature Page

First Amendment to Second Amended and Restated Omnibus Agreement







 









 








	 	 	 	 	 
	 	EXTERRAN PARTNERS, L.P.

 	 
	 	By:  	Exterran General Partner, L.P.,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	         Exterran GP LLC,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	/s/ David S. Miller 	 
	 	 	Name:  	David S. Miller 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	 
	 	EXLP OPERATING LLC

 	 
	 	By:  	/s/ David S. Miller 	 
	 	 	Name:  	David S. Miller 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 



Signature Page

First Amendment to Second Amended and Restated Omnibus Agreement








 









 








Schedule A




Exterran Customers



******



 









 





Schedule B




Exterran Overlapping Customers



******



 









 





Schedule C




Partnership Customers



******



 









 





Schedule D




Partnership Overlapping Customers



******