exv10w2






Execution Version




Amended and Restated Guaranty Agreement




dated as of



November 3, 2010



made by



Exterran Partners, L.P.



and



EXLP Leasing LLC,

as Guarantors



and



Each of the Additional Guarantors (as Defined Herein)



in favor of



WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE I Definitions
	 	 	1	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Rules of Interpretation
	 	 	3	 
	 
	 	 	 	 
	ARTICLE II Guarantee
	 	 	3	 
	 
	 	 	 	 
	Section 2.01 Guarantee
	 	 	3	 
	Section 2.02 Right of Contribution
	 	 	3	 
	Section 2.03 No Subrogation
	 	 	4	 
	Section 2.04 Amendments, Etc. With Respect to the Indebtedness
	 	 	4	 
	Section 2.05 Waivers
	 	 	4	 
	Section 2.06 Guaranty Absolute and Unconditional
	 	 	5	 
	Section 2.07 Reinstatement
	 	 	6	 
	Section 2.08 Payments
	 	 	6	 
	 
	 	 	 	 
	ARTICLE III Representations and Warranties
	 	 	7	 
	 
	 	 	 	 
	Section 3.01 Representations in Credit Agreement
	 	 	7	 
	Section 3.02 Benefit to the Guarantor
	 	 	7	 
	 
	 	 	 	 
	ARTICLE IV Covenants
	 	 	7	 
	 
	 	 	 	 
	ARTICLE V The Administrative Agent
	 	 	7	 
	 
	 	 	 	 
	Section 5.01 Authority of Administrative Agent
	 	 	7	 
	 
	 	 	 	 
	ARTICLE VI Subordination of Indebtedness
	 	 	8	 
	 
	 	 	 	 
	Section 6.01 Subordination of All Guarantor Claims
	 	 	8	 
	Section 6.02 Claims in Bankruptcy
	 	 	8	 
	Section 6.03 Payments Held in Trust
	 	 	8	 
	Section 6.04 Liens Subordinate
	 	 	8	 
	Section 6.05 Notation of Records
	 	 	9	 
	 
	 	 	 	 
	ARTICLE VII Miscellaneous
	 	 	9	 
	 
	 	 	 	 
	Section 7.01 Waiver
	 	 	9	 
	Section 7.02 Notices
	 	 	9	 
	Section 7.03 Amendments in Writing
	 	 	9	 
	Section 7.04 Successors and Assigns
	 	 	9	 
	Section 7.05 Survival; Revival; Reinstatement
	 	 	9	 
	Section 7.06 Counterparts; Integration; Effectiveness
	 	 	10	 
	Section 7.07 Severability
	 	 	11	 
	Section 7.08 Set-Off
	 	 	11	 
	Section 7.09 Governing Law; Submission to Jurisdiction
	 	 	11	 
	Section 7.10 Headings
	 	 	12	 
	Section 7.11 Acknowledgments
	 	 	12	 
	Section 7.12 Additional Guarantors
	 	 	13	 
	Section 7.13 Acceptance
	 	 	13	 
	Section 7.14 No General Partner’s Liability
	 	 	13	 






i









 






ANNEXES:





	I	 	Form of Assumption Agreement





SCHEDULES:





	1	 	Notice Addresses of Guarantors




ii









 











     This AMENDED AND RESTATED GUARANTY AGREEMENT is dated as of November 3, 2010 made by Exterran
Partners, L.P., a Delaware limited partnership (“EXLP”) and EXLP Leasing LLC, a Delaware
limited liability company (“EXLP Leasing”, together with EXLP and each Additional
Guarantor, the “Guarantors”), in favor of Wells Fargo Bank, National Association, as the
administrative agent (in such capacity, together with its successors in such capacity, the
“Administrative Agent”), for the banks and other financial institutions (the
“Lenders”) from time to time parties to the Amended and Restated Senior Secured Credit
Agreement dated as of November 3, 2010 (as amended, supplemented, restated or otherwise modified
from time to time, the “Credit Agreement”), among EXLP Operating LLC, a Delaware limited
liability company (the “Borrower”), EXLP, the Lenders, the Administrative Agent and the
other Agents party thereto.



RECITALS




     A. The Borrower, EXLP, the Administrative Agent and the lenders party thereto previously
entered into that certain Senior Secured Credit Agreement, dated as of October 20, 2006 (as
heretofore amended, restated, supplemented and otherwise modified, the “Existing Credit
Agreement”).



     B. The Borrower has requested that the Lenders (i) amend and restate the Existing Credit
Agreement and (ii) provide certain loans and extensions of credit to the Borrower pursuant to the
Credit Agreement.



     C. It is a condition precedent to the Lenders’ agreement (i) to amend and restate the Existing
Credit Agreement and (ii) to enter into the Credit Agreement and make loans and extensions of
credit thereunder that the Guarantors shall have executed and delivered this Agreement to the
Administrative Agent for the ratable benefit of the Guaranteed Creditors (as defined below).



     D. NOW, THEREFORE, in consideration of the premises herein and to induce the Administrative
Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their
respective loans and extensions of credit to the Borrower thereunder, each Guarantor hereby agrees
with the Administrative Agent, for the ratable benefit of the Guaranteed Creditors, as follows:



ARTICLE I

DEFINITIONS



     Section 1.01 Definitions.



          (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein
have the meanings given to them in the Credit Agreement.




          (b) The following terms have the following meanings:




     “Additional Guarantor” has the meaning assigned to such term in Section 7.12 hereof.



     “Administrative Agent” has the meaning assigned to such term in the preamble hereto.



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     “Agreement” means this Amended and Restated Guaranty Agreement, as the same may be
amended, supplemented, restated or otherwise modified from time to time.



     “Bankruptcy Code” means Title 11, United States Code, as amended from time to time.



     “Borrower” has the meaning assigned to such term in the preamble hereto.



     “Collateral Agreement” means that certain Amended and Restated Collateral Agreement,
dated as of November 3, 2010 by EXLP, EXLP Leasing and the Borrower, collectively, as Grantors, in
favor of Wells Fargo Bank, National Association, as Administrative Agent for the Lenders.



     “Credit Agreement” has the meaning assigned to such term in the preamble hereto.



     “Existing Credit Agreement” has the meaning assigned to such term in the recitals
hereto.



     “EXLP” has the meaning assigned to such term in the preamble hereto.



     “EXLP Leasing” has the meaning assigned to such term in the preamble hereto.



     “Guaranteed Creditors” means, collectively, the Administrative Agent, the Issuing
Banks, the Lenders, any Secured Hedging Provider and any Secured Treasury Management Counterparty.



     “Guaranteed Documents” means, collectively, the Credit Agreement, the other Loan
Documents, each Guaranteed Hedging Agreement, Treasury Management Agreements executed between EXLP
or any Restricted Subsidiary and a Secured Treasury Management Counterparty and any other documents
made, delivered or given in connection with any of the foregoing.



     “Guaranteed Hedging Agreement” means any Hedging Agreement between EXLP or any
Restricted Subsidiary and any Secured Hedging Provider, including any Hedging Agreement with a
Secured Hedging Provider in existence on the date hereof, but excluding any additional transactions
or confirmations entered into under any such Hedging Agreement after such Secured Hedging Provider
ceases to be a Lender or an Affiliate of a Lender.



     “Guarantor Claims” has the meaning assigned to such term in Section 6.01.



     “Guarantors” means the collective reference to each Guarantor.



     “Lender” has the meaning assigned to such term in the preamble hereto.



     “Payment in Full” means (a) all the Indebtedness shall have been paid in full in cash
(other than (i) indemnity obligations that survive the termination of this Agreement for which no
notice of claim has been received by the Guarantors and (ii) obligations in respect of Letters of
Credit secured by cash collateral as permitted in Section 2.07(a)(iii) of the Credit Agreement),
(b) no Letter of Credit shall be outstanding (except for Letters of Credit secured by cash
collateral as permitted in Section 2.07(a)(iii) of the Credit Agreement) and (c) all of the
Aggregate Commitments have expired or are terminated.



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     Section 1.02 Rules of Interpretation. Section 1.04 of the Credit Agreement is hereby
incorporated herein by reference and shall apply to this Agreement, mutatis mutandis.



ARTICLE II

GUARANTEE




     Section 2.01 Guarantee.



          (a) Each of the Guarantors hereby jointly and severally, unconditionally and irrevocably,
guarantees to the Guaranteed Creditors and each of their respective permitted successors,
indorsees, transferees and assigns, the prompt and complete payment in cash and performance by the
Obligors when due (whether at the stated maturity, by acceleration or otherwise) of the
Indebtedness. This is a guarantee of payment and not collection, and the liability of each
Guarantor is primary and not secondary.




          (b) Notwithstanding anything herein or in any other Guaranteed Document to the contrary, the
maximum liability of each Guarantor hereunder shall in no event exceed the amount which can be
guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of
debtors without rendering the guarantee provided by such Guarantor hereunder subject to avoidance
under applicable law relating to fraudulent conveyance or fraudulent transfer (after giving effect
to the right of contribution established in Section 2.02).




          (c) Each Guarantor agrees that the Indebtedness may at any time and from time to time exceed
the amount of the liability of such Guarantor hereunder without impairing the guarantee contained
in this Article II or affecting the rights and remedies of any Guaranteed Creditor hereunder.




          (d) Each Guarantor agrees that if the maturity of the Indebtedness is accelerated by
bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this
guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II
shall remain in full force and effect until Payment in Full, notwithstanding that from time to time
during the term of the Credit Agreement, no Indebtedness may be outstanding.




          (e) With respect to any Guarantor, no payment (other than any payment made by such Guarantor
in respect of the Indebtedness or any payment received or collected from such Guarantor in respect
of the Indebtedness) made by any Guarantor, any other guarantor or any other Person or received or
collected by any Guaranteed Creditor from any Guarantor, any other guarantor or any other Person by
virtue of any action or proceeding or any set-off or appropriation or application at any time or
from time to time in reduction of or in payment of the Indebtedness shall be deemed to modify,
reduce, release or otherwise affect the liability of any Guarantor hereunder which shall,
notwithstanding any such payment, remain liable for the Indebtedness up to the maximum liability of
such Guarantor hereunder until Payment in Full.




     Section 2.02 Right of Contribution. Each Guarantor hereby agrees that, to the extent
that a Guarantor shall have paid more than its proportionate share of any payment made hereunder,
such Guarantor shall be entitled to seek and receive contribution from and against any other
Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s
right of contribution shall be subject to the terms and conditions of Section 2.03.



3









 




The provisions of this Section 2.02 shall in no respect limit the obligations and liabilities
of any Guarantor to the Guaranteed Creditors, and each Guarantor shall remain liable to the
Guaranteed Creditors for the full amount guaranteed by such Guarantor hereunder.




     Section 2.03 No Subrogation. Notwithstanding any payment made by any Guarantor
hereunder or any set-off or application of funds of any Guarantor by any Guaranteed Creditor, no
Guarantor shall be entitled to be subrogated to any of the rights of any Guaranteed Creditor
against the Borrower or any other Guarantor or any collateral security or guarantee or right of
offset held by any Guaranteed Creditor for the payment of the Indebtedness, nor shall any Guarantor
seek or be entitled to seek any indemnity, exoneration, participation, contribution or
reimbursement from the Borrower or any other Guarantor in respect of payments made by such
Guarantor hereunder, until Payment in Full. If any amount shall be paid to any Guarantor on
account of such subrogation rights at any time prior to Payment in Full, such amount shall be held
by such Guarantor in trust for the Guaranteed Creditors, and shall, forthwith upon receipt by such
Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor
(duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against
the Indebtedness, whether matured or unmatured, in accordance with Section 10.02(c) of the Credit
Agreement.



     Section 2.04 Amendments, Etc. With Respect to the Indebtedness. Each Guarantor shall
remain obligated hereunder, and such Guarantor’s obligations hereunder shall not be released,
discharged or otherwise affected, notwithstanding that, without any reservation of rights against
any Guarantor and without notice to, demand upon or further assent by any Guarantor (which notice,
demand and assent requirements are hereby expressly waived by such Guarantor), (a) any demand for
payment of any of the Indebtedness made by any Guaranteed Creditor may be rescinded by such
Guaranteed Creditor or otherwise and any of the Indebtedness continued; (b) the Indebtedness, the
liability of any other Person upon or for any part thereof or any collateral security or guarantee
therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be
renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by,
or any indulgence or forbearance in respect thereof granted by, any Guaranteed Creditor; (c) any
Guaranteed Document may be amended, modified, supplemented, restated, replaced or terminated, in
whole or in part, as the applicable Guaranteed Creditors may deem advisable from time to time; (d)
any collateral security, guarantee or right of offset at any time held by any Guaranteed Creditor
for the payment of the Indebtedness may be sold, exchanged, waived, surrendered or released; (e)
any additional guarantors, makers or endorsers of the Indebtedness may from time to time be
obligated on the Indebtedness or any additional security or collateral for the payment and
performance of the Indebtedness may from time to time secure the Indebtedness; and (f) any other
event shall occur which constitutes a defense or release of sureties generally. No Guaranteed
Creditor shall have any obligation to protect, secure, perfect or insure any Lien at any time held
by it as security for the Indebtedness or for the guarantee contained in this Article II or any
Property subject thereto.



     Section 2.05 Waivers. Each Guarantor hereby waives any and all notice of the
creation, renewal, extension or accrual of any of the Indebtedness and notice of or proof of
reliance by any Guaranteed Creditor upon the guarantee contained in this Article II or acceptance
of the guarantee contained in this Article II; the Indebtedness, and any part thereof, shall
conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended
or



4









 




waived, in reliance upon the guarantee contained in this Article II and no notice of creation
of the Indebtedness or any extension of credit already or hereafter contracted by or extended to
the Borrower needs to be given to any Guarantor; and all dealings between the Borrower and any of
the Guarantors, on the one hand, and the Guaranteed Creditors, on the other hand, likewise shall be
conclusively presumed to have been had or consummated in reliance upon the guarantee contained in
this Article II. Each Guarantor waives diligence, presentment, protest, demand for payment and
notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to
the Indebtedness.




     Section 2.06 Guaranty Absolute and Unconditional.



          (a) Each Guarantor understands and agrees that the guarantee contained in this Article II is,
and shall be construed as, a continuing, complete, absolute and unconditional guarantee of payment,
and each Guarantor hereby waives any defense of a surety or guarantor or any other obligor on any
obligations arising in connection with or in respect of any of the following and hereby agrees that
its obligations hereunder shall not be discharged or otherwise affected as a result of, any of the
following:




               (i) the invalidity or unenforceability of any Guaranteed Document, any of the Indebtedness or
any other collateral security therefor or guarantee or right of offset with respect thereto at any
time or from time to time held by any Guaranteed Creditor;



               (ii) any defense, set-off or counterclaim (other than a defense of payment or performance)
which may at any time be available to or be asserted by the Borrower or any other Person against
any Guaranteed Creditor;



               (iii) the insolvency, bankruptcy, arrangement, reorganization, adjustment, composition,
liquidation, disability, dissolution or lack of power of the Borrower or any other Guarantor or any
other Person at any time liable for the payment of all or part of the Indebtedness, including any
discharge of, or bar or stay against collecting, any Indebtedness (or any part thereof or interest
therein) in or as a result of such proceeding;



               (iv) any sale, lease or transfer of any or all of the assets of the Borrower or any other
Guarantor, or any changes in the shareholders of the Borrower or any Guarantor; provided that upon
any such sale, lease or transfer, such assets shall be released in accordance with Section 8.12 of
the Collateral Agreement;



               (v) any change in the corporate existence (including its constitution, laws, rules,
regulations or power), structure or ownership of the Borrower or any Guarantor;



               (vi) the fact that any Collateral or Lien contemplated or intended to be given, created or
granted as security for the repayment of the Indebtedness shall not be properly perfected or
created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized
and agreed by each of the Guarantors that it is not entering into this Agreement in reliance on, or
in contemplation of the benefits of, the validity, enforceability, collectability or value of any
of the Collateral for the Indebtedness;



5









 





               (vii) the absence of any attempt to collect the Indebtedness or any part thereof from any
Guarantor;



               (viii) (A) any Guaranteed Creditor’s election, in any proceeding instituted under chapter 11
of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any
borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit,
under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy
Code, of all or any portion of any Guaranteed Creditor’s claim (or claims) for repayment of the
Indebtedness; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any
agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding;
(F) the avoidance of any Lien in favor of the Guaranteed Creditors or any of them for any reason;
or (G) failure by any Guaranteed Creditor to file or enforce a claim against the Borrower or the
Borrower’s estate in any bankruptcy or insolvency case or proceeding; or



               (ix) any other circumstance or act whatsoever, including any action or omission of the type
described in Section 2.04 (with or without notice to or knowledge of the Borrower or such
Guarantor), which constitutes, or might be construed to constitute, an equitable or legal discharge
of the Borrower for the Indebtedness, or of such Guarantor or any other Guarantor under the
guarantee contained in this Article II, in bankruptcy or in any other instance.



          (b) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder
against any Guarantor, any Guaranteed Creditor may, but shall be under no obligation to, join or
make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have
against the Borrower, any other Guarantor or any other Person liable on the Indebtedness or against
any collateral security or guarantee for the Indebtedness or any right of offset with respect
thereto, and any failure by any Guaranteed Creditor to make any such demand, to pursue such other
rights or remedies or to collect any payments from the Borrower, any other Guarantor or any such
other Person or to realize upon any such collateral security or guarantee or to exercise any such
right of offset, or any release of the Borrower, any other Guarantor or any such other Person or
any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any
obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether
express, implied or available as a matter of law, of any Guaranteed Creditor against any Guarantor.
For the purposes hereof, “demand” shall include the commencement and continuance of any legal
proceedings.




     Section 2.07 Reinstatement. The guarantee contained in this Article II shall continue
to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof,
of any of the Indebtedness is rescinded or must otherwise be restored or returned by any Guaranteed
Creditor upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial
part of its Property, or otherwise, all as though such payments had not been made.



     Section 2.08 Payments. Each Guarantor hereby guarantees that payments hereunder will
be paid to the Administrative Agent, for the ratable benefit of the Guaranteed Creditors,



6









 




without set-off, deduction or counterclaim in dollars, in immediately available funds, on the
terms described in Section 4.01(a) of the Credit Agreement.




ARTICLE III

REPRESENTATIONS AND WARRANTIES




     To induce (a) the Administrative Agent and the Lenders to enter into the Credit Agreement, (b)
the Lenders to make their respective extensions of credit to the Borrower thereunder, (c) the
Secured Hedging Providers to enter into Hedging Agreements with EXLP or any of its Restricted
Subsidiaries and (d) the Secured Treasury Management Counterparties to enter into Treasury
Management Agreements with EXLP or any of its Restricted Subsidiaries, each Guarantor hereby
represents and warrants to the Administrative Agent and each Guaranteed Creditor that:



     Section 3.01 Representations in Credit Agreement. In the case of each Guarantor, the
representations and warranties set forth in Article VII of the Credit Agreement, as they relate to
such Guarantor, are true and correct, provided that each reference in each such representation and
warranty to the Borrower’s knowledge, as applicable, shall, for the purposes of this Section 3.01,
be deemed to be a reference to such Guarantor’s knowledge.



     Section 3.02 Benefit to the Guarantor. The Borrower is a member of an affiliated
group of companies that includes each Guarantor, and the Borrower and the other Guarantors are
engaged in related businesses. Each Guarantor (other than EXLP) is a Restricted Subsidiary of
EXLP, and its guaranty and surety obligations pursuant to this Agreement reasonably may be expected
to benefit it, directly or indirectly. Each Guarantor has determined that this Agreement is
necessary and convenient to the conduct, promotion and attainment of the business of such Guarantor
and the Borrower.



ARTICLE IV

COVENANTS



     Each Guarantor covenants and agrees with the Administrative Agent and the Guaranteed Creditors
that, from and after the date of this Agreement until Payment in Full, that such Guarantor shall
observe and comply with each of the covenants and agreements made in the Credit Agreement, insofar
as they refer to such Guarantor.



ARTICLE V

THE ADMINISTRATIVE AGENT



     Section 5.01 Authority of Administrative Agent. Each Guarantor acknowledges that the
rights and responsibilities of the Administrative Agent under this Agreement with respect to any
action taken by the Administrative Agent or the exercise or non-exercise by the Administrative
Agent of any option, voting right, request, judgment or other right or remedy provided for herein
or resulting or arising out of this Agreement shall, as between the Administrative Agent and the
Guaranteed Creditors, be governed by the Credit Agreement and by such other agreements with respect
thereto as may exist from time to time among them, but, as between the Administrative Agent and the
Guarantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the
Guaranteed Creditors with full and valid



7









 




authority so to act or refrain from acting, and no Guarantor shall be under any obligation, or
entitlement, to make any inquiry respecting such authority.




ARTICLE VI

SUBORDINATION OF INDEBTEDNESS




     Section 6.01 Subordination of All Guarantor Claims. As used herein, the term
“Guarantor Claims” shall mean all debts and obligations of the Borrower or any Guarantor to
any other Guarantor, whether such debts and obligations now exist or are hereafter incurred or
arise, or whether the obligation of the debtor thereon be direct, contingent, primary, secondary,
several, joint and several, or otherwise, and irrespective of whether such debts or obligations be
evidenced by note, contract, open account, or otherwise, and irrespective of the Person or Persons
in whose favor such debts or obligations may, at their inception, have been, or may hereafter be
created, or the manner in which they have been or may hereafter be acquired. After and during the
continuation of an Event of Default, no Guarantor shall receive or collect, directly or indirectly,
from any obligor in respect thereof any amount upon the Guarantor Claims.



     Section 6.02 Claims in Bankruptcy. In the event of receivership, bankruptcy,
reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any
Guarantor, the Administrative Agent on behalf of the Guaranteed Creditors shall have the right to
prove their claim in any proceeding, so as to establish their rights hereunder and receive directly
from the receiver, trustee or other court custodian, dividends and payments which would otherwise
be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to the
Administrative Agent for the benefit of the Guaranteed Creditors for application against the
Indebtedness as provided under Section 10.02(c) of the Credit Agreement. Should any Guaranteed
Creditor receive, for application upon the Indebtedness, any such dividend or payment which is
otherwise payable to any Guarantor, and which, as between such Guarantors, shall constitute a
credit upon the Guarantor Claims, then upon Payment in Full, the intended recipient shall become
subrogated to the rights of such Guaranteed Creditor to the extent that such dividend or payment to
such Guaranteed Creditor contributed toward the liquidation of the Indebtedness, and such
subrogation shall be with respect to that proportion of the Indebtedness which would have been
unpaid if such Guaranteed Creditor had not received such dividend or payment.



     Section 6.03 Payments Held in Trust. In the event that notwithstanding Section 6.01
and Section 6.02, any Guarantor should receive any funds, payments, claims or distributions which
are prohibited by such Sections, then it agrees: (a) to hold in trust for the Administrative Agent
and the Guaranteed Creditors an amount equal to the amount of all funds, payments, claims or
distributions so received, and (b) that it shall have absolutely no dominion over the amount of
such funds, payments, claims or distributions except to pay them promptly to the Administrative
Agent, for the benefit of the Guaranteed Creditors; and each Guarantor covenants promptly to pay
the same to the Administrative Agent.



     Section 6.04 Liens Subordinate. Each Guarantor agrees that, until Payment in Full,
any Liens securing payment of the Guarantor Claims shall be and remain inferior and subordinate to
any Liens securing payment of the Indebtedness, regardless of whether such encumbrances in favor of
such Guarantor, the Administrative Agent or any Guaranteed Creditor presently exist or



8









 




are hereafter created or attach. Without the prior written consent of the Administrative
Agent, no Guarantor, during the period in which any of the Indebtedness is outstanding or the
Aggregate Commitments are in effect, shall (a) exercise or enforce any creditor’s right it may have
against any debtor in respect of the Guarantor Claims, or (b) foreclose, repossess, sequester or
otherwise take steps or institute any action or proceeding (judicial or otherwise, including
without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement,
debtor’s relief or insolvency proceeding) to enforce any Lien held by it.




     Section 6.05 Notation of Records. Upon the request of the Administrative Agent, all
promissory notes and all accounts receivable ledgers or other evidence of the Guarantor Claims
accepted by or held by any Guarantor shall contain a specific written notice thereon that the
indebtedness evidenced thereby is subordinated under the terms of this Agreement.



ARTICLE VII

MISCELLANEOUS




     Section 7.01 Waiver. No failure on the part of the Administrative Agent or any
Guaranteed Creditor to exercise and no delay in exercising, and no course of dealing with respect
to, any right, power, privilege or remedy or any abandonment or discontinuance of steps to enforce
such right, power, privilege or remedy under this Agreement or any other Loan Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any right, power,
privilege or remedy under this Agreement or any other Loan Document preclude or be construed as a
waiver of any other or further exercise thereof or the exercise of any other right, power,
privilege or remedy. The remedies provided herein are cumulative and not exclusive of any remedies
provided by law or equity.



     Section 7.02 Notices. All notices and other communications provided for herein shall
be given in the manner and subject to the terms of Section 12.01 of the Credit Agreement; provided
that any such notice, request or demand to or upon any Guarantor shall be addressed to such
Guarantor at its notice address set forth on Schedule 1.



     Section 7.03 Amendments in Writing. None of the terms or provisions of this Agreement
may be waived, amended, supplemented or otherwise modified except in accordance with Section 12.02
of the Credit Agreement.



     Section 7.04 Successors and Assigns. The provisions of this Agreement shall be
binding upon the Guarantors and their successors and permitted assigns and shall inure to the
benefit of the Administrative Agent and the Guaranteed Creditors and their respective successors
and permitted assigns; provided that no Guarantor may assign, transfer or delegate any of its
rights or obligations under this Agreement without the prior written consent of the Administrative
Agent and the Lenders unless otherwise permitted by the terms of the Credit Agreement, and any such
purported assignment, transfer or delegation shall be null and void.



     Section 7.05 Survival; Revival; Reinstatement.



          (a) All covenants, agreements, representations and warranties made by any Guarantor herein and
in the certificates or other instruments delivered in connection with or pursuant to this Agreement
or any other Loan Document to which it is a party shall be






9









 







considered to have been relied upon by the Administrative Agent, the other Agents, the Issuing
Banks, the Lenders and the other Guaranteed Creditors and shall survive the execution and delivery
of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of
any investigation made by any such other party or on its behalf and notwithstanding that the
Administrative Agent, the other Agents, the Issuing Banks, any Lender or any other Guaranteed
Creditor may have had notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended under the Credit Agreement, and shall continue in full force and
effect until Payment in Full has occurred.




          (b) To the extent that any payments on the Indebtedness are subsequently invalidated, declared
to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in
possession, receiver or other Person under any bankruptcy law, common law or equitable cause, then
to such extent, the Indebtedness so satisfied shall be revived and continue as if such payment or
proceeds had not been received and the Administrative Agent’s and the Guaranteed Creditors’ Liens,
security interests, rights, powers and remedies under this Agreement and each other Loan Document
shall continue in full force and effect. In such event, each Loan Document shall be automatically
reinstated and the Borrower shall take such action as may be reasonably requested by the
Administrative Agent and the Guaranteed Creditors to effect such reinstatement.




     Section 7.06 Counterparts; Integration; Effectiveness.



          (a) This Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute one and the same instrument.




          (b) 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.




          (c) This Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties hereto, and thereafter
shall be binding upon and inure to the benefit of the parties hereto, the Guaranteed Creditors and
their respective successors and permitted assigns. Delivery of an executed counterpart of a
signature page of this Agreement by facsimile or other electronic transmission shall be effective
as delivery of a manually executed counterpart of this Agreement.




          (d) In the event of a conflict between the provisions hereof and the provisions of the Credit
Agreement, the provisions of the Credit Agreement shall control.







10









 








     Section 7.07 Severability. Any provision of this Agreement or any other Loan Document
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability without affecting the
validity, legality and enforceability of the remaining provisions hereof or thereof; and the
invalidity of a particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.



     Section 7.08 Set-Off. If an Event of Default shall have occurred and be continuing,
each Guaranteed Creditor and each of its Affiliates is hereby authorized at any time and from time
to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and other obligations (of
whatsoever kind, including, without limitations obligations under Hedging Agreements and Treasury
Management Agreements) at any time owing by such Guaranteed Creditor or Affiliate to or for the
credit or the account of any Guarantor against any of and all the obligations of the Guarantor owed
to such Guaranteed Creditor now or hereafter existing under this Agreement or any other Loan
Document, irrespective of whether or not such Guaranteed Creditor shall have made any demand under
this Agreement or any other Loan Document and although such obligations may be unmatured. The
rights of each Guaranteed Creditor under this Section 7.08 are in addition to other rights and
remedies (including other rights of setoff) which such Guaranteed Creditor or its Affiliates may
have. Notwithstanding anything to the contrary contained in this Agreement, the Guaranteed
Creditors hereby agree that they shall not set off any funds in any lock boxes whatsoever in
connection with this Agreement, except for such lock boxes which may be established in connection
with this Agreement.



     Section 7.09 Governing Law; Submission to Jurisdiction.



          (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF TEXAS.




          (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
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 OVER ANOTHER PARTY HERETO IN ANY COURT OTHERWISE HAVING
JURISDICTION.




          (c) EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH






11









 







ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO ANY GUARANTOR AT ITS ADDRESS SET FORTH ON SCHEDULE 1 HERETO OR TO THE
ADMINISTRATIVE AGENT AT ITS ADDRESS SET FORTH IN THE CREDIT AGREEMENT OR, IN EACH CASE, AS UPDATED
FROM TIME TO TIME, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING.




          (d) NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY HERETO 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.




          (e) 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 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 7.09.




     Section 7.10 Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and shall not affect
the construction of, or be taken into consideration in interpreting, this Agreement.



     Section 7.11 Acknowledgments. Each Guarantor hereby acknowledges that:



          (a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents to which it is a party;




          (b) neither the Administrative Agent nor any Guaranteed Creditor has any fiduciary
relationship with or duty to any Guarantor arising out of or in connection with this Agreement or
any of the other Loan Documents, and the relationship between the Guarantors, on the one hand, and
the Administrative Agent and Guaranteed Creditors, on the other hand, in connection herewith or
therewith is solely that of debtor and creditor;




12









 








          (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by
virtue of the transactions contemplated hereby among the Guaranteed Creditors or among the
Guarantors and the Guaranteed Creditors; and




          (d) 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 the
other Loan Documents and is fully informed and has full notice and knowledge of the terms,
conditions and effects thereof; 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.”




     Section 7.12 Additional Guarantors. Each Significant Domestic Subsidiary of EXLP that
is required to become a party to this Agreement pursuant to Section 8.07(b) of the Credit Agreement
shall become a Guarantor (an “Additional Guarantor”) for all purposes of this Agreement
upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex
I hereto and shall thereafter have the same rights, benefits and obligations as a Guarantor
party hereto on the date hereof.



     Section 7.13 Acceptance. Each Guarantor hereby expressly waives notice of acceptance
of this Agreement, acceptance on the part of the Administrative Agent and the Guaranteed Creditors
being conclusively presumed by their request for this Agreement and delivery of the same to the
Administrative Agent



     Section 7.14 No General Partner’s Liability. The Lenders agree that no claim arising
against either the Borrower or any Guarantor under this Agreement shall be asserted against the
General Partner (in its individual capacity) and no judgment, order or execution entered in any
suit, action or proceeding, whether legal or equitable, on this Agreement or any of the other Loan
Documents shall be obtained or enforced against the General Partner (in its individual capacity) or
its assets for the purpose of obtaining satisfaction and payment of the Indebtedness or any claims
arising under this Agreement or any other Loan Document, any right to proceed against the General
Partner individually or its respective assets being hereby expressly waived by the Lenders.
Nothing in this Section 7.14, however, shall be construed so as to prevent the Administrative Agent
or any Guaranteed Creditor from commencing any action, suit or proceeding with respect to or
causing legal papers to be served upon the General Partner for the purpose of (a) obtaining
jurisdiction over the Borrower, EXLP or any other Guarantor or (b) obtaining judgment, order or
execution against the General Partner arising out of any fraud or intentional misrepresentation by
the General Partner in connection with the Loan Documents or of recovery of moneys received by the General Partner in violation of the terms of this
Agreement.



13









 








     IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty Agreement to be duly
executed and delivered as of the date first above written.



	 	 	 	 	 
	GUARANTORS:
 	EXTERRAN PARTNERS, L.P.,



By: EXTERRAN GENERAL PARTNER, L.P.,

       its general partner



By: EXTERRAN GP LLC,

       its general partner

 	 
	 	By:  	/s/
Michael Aaronson	 
	 	 	Michael Aaronson 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	EXLP LEASING LLC

 	 
	 	By:  	/s/
Michael Aaronson	 
	 	 	Michael Aaronson 	 
	 	 	Vice President 	 
	 



Signature Page 

Amended and Restated Guaranty Agreement







 









 








Acknowledged and Agreed to as

of the date hereof by:




	 	 	 	 	 
	ADMINISTRATIVE

AGENT:
	WELLS FARGO BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/
Donald W. Herrick, Jr.
 	 
	 	 	Donald W. Herrick, Jr. 	 
	 	 	Director 	 
	 



Signature Page 

Amended and Restated Guaranty Agreement






 









 








Annex I

Form of Assumption Agreement





     ASSUMPTION AGREEMENT, dated as of [     ], 2010, made by [          ], a [     ] (the “Additional
Guarantor”), in favor of Wells Fargo Bank, National Association, as administrative agent (in
such capacity, the “Administrative Agent”) for the financial institutions (the
“Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not
defined herein shall have the meaning ascribed to them in such Credit Agreement.



WITNESSETH:




     WHEREAS, EXLP Operating LLC, a Delaware limited liability company (the “Borrower”),
Exterran Partners, L.P., a Delaware limited partnership (“EXLP”), the Administrative Agent,
and each of the other Agents and Lenders party thereto have entered into an Amended and Restated
Credit Agreement, dated as of November 3, 2010 (as amended, supplemented or otherwise modified from
time to time, the “Credit Agreement”);



     WHEREAS, in connection with the Credit Agreement, EXLP and certain of its Affiliates (other
than the Additional Guarantor) entered into the Amended and Restated Guaranty Agreement, dated as
of November 3, 2010 (as amended, supplemented or otherwise modified from time to time, the
“Guaranty Agreement”) in favor of the Administrative Agent for the benefit of the
Guaranteed Creditors;



     WHEREAS, the Credit Agreement requires the Additional Guarantor to become a party to the
Guaranty Agreement; and



     WHEREAS, the Additional Guarantor has agreed to execute and deliver this Assumption Agreement
in order to become a party to the Guaranty Agreement;



     NOW, THEREFORE, IT IS AGREED:



     1. Guaranty Agreement. By executing and delivering this Assumption Agreement, the
Additional Guarantor, as provided in Section 7.12 of the Guaranty Agreement, hereby becomes a party
to the Guaranty Agreement as a Guarantor thereunder with the same force and effect as if originally
named therein as a Guarantor and, without limiting the generality of the foregoing, hereby
expressly assumes all obligations and liabilities of a Guarantor thereunder. The information set
forth in Annex 1-A hereto is hereby added to the information set forth in Schedule
1 to the Guaranty Agreement. The Additional Guarantor hereby represents and warrants that each
of the representations and warranties contained in Article III of the Guaranty Agreement is true
and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made
on and as of such date.



     2. Governing Law. This Assumption Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas.



     IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed
and delivered as of the date first above written.



Annex I-1









 





	 	 	 	 	 
	 	[ADDITIONAL GUARANTOR]

 	 
	 	By:  	 	 
	 	  	Name: 	 	 
	 	  	Title: 	 	 



Annex I-2









 






	 	 	 	 	 



Schedule 1

Notice Addresses of Guarantors




To each Guarantor at:




16666 Northchase Drive

Houston, Texas 77060




Facsimile No.: (281) 836-8039

Telephone No.: (281) 836-7000

e-mail: kelly.battle@exterran.com

Attention: President




Copy to:




General Counsel

Facsimile No: (281) 836-8061

e-mail: donald.wayne@exterran.com




Copy to:




Herschel Hamner

Baker Botts L.L.P.

910 Louisiana Street

Houston, Texas 77002

Facsimile No.: (713) 229-2049

Telephone No.: (713) 229-7749





Schedule I-1