exv10w1






Exhibit 10.1




 





INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT




dated as of October 13, 2009




among




EXTERRAN PARTNERS, L.P.,

in its individual capacity and as Manager




EXLP ABS 2009 LLC,

as Issuer




EXLP OPERATING LLC,




WELLS FARGO BANK,

NATIONAL ASSOCIATION,

as Indenture Trustee




WACHOVIA BANK, NATIONAL ASSOCIATION,

as Bank Agent




and




WELLS FARGO BANK, NATIONAL ASSOCIATION,

in its individual capacity and as the Intercreditor Collateral Agent




 





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	Section 1. Rules of Usage; Definitions
	 	 	2	 
	 
	 	 	 	 
	Section 2. Securitization Collections
	 	 	8	 
	 
	 	 	 	 
	Section 3. Acknowledgments Regarding Securitization Collateral
	 	 	8	 
	 
	 	 	 	 
	Section 4. Acknowledgment Regarding Non-Securitization Collateral
	 	 	9	 
	 
	 	 	 	 
	Section 5. Intercreditor Collateral Agent
	 	 	10	 
	 
	 	 	 	 
	Section 6. Establishment of Accounts: Deposit of Collections
	 	 	12	 
	 
	 	 	 	 
	Section 7. Allocation of Collections: Disbursements of Collections
	 	 	14	 
	 
	 	 	 	 
	Section 8. Monitoring of Allocation Process; Effect of a Securitization
Default; Effect of a Bank Default
	 	 	17	 
	 
	 	 	 	 
	Section 9. Compensation and Indemnity of Intercreditor Collateral Agent: Waiver of Right of Set-off
	 	 	20	 
	 
	 	 	 	 
	Section 10. Resignation by or Removal of Intercreditor Collateral Agent
	 	 	21	 
	 
	 	 	 	 
	Section 11. No Implied Waivers, Etc
	 	 	22	 
	 
	 	 	 	 
	Section 12. Amendments
	 	 	22	 
	 
	 	 	 	 
	Section 13. Benefit of Agreement
	 	 	22	 
	 
	 	 	 	 
	Section 14. Severability
	 	 	23	 
	 
	 	 	 	 
	Section 15. Counterparts
	 	 	23	 
	 
	 	 	 	 
	Section 16. Notices
	 	 	23	 
	 
	 	 	 	 
	Section 17. Headings
	 	 	23	 
	 
	 	 	 	 
	Section 18. Governing Law
	 	 	23	 
	 
	 	 	 	 
	Section 19. No Petition
	 	 	23	 
	 
	 	 	 	 
	Section 20. No Consolidation
	 	 	24	 
	 
	 	 	 	 
	Section 21. Insolvency
	 	 	24	 
	 
	 	 	 	 
	Section 22. Termination
	 	 	24	 
	 
	 	 	 	 
	Section 23. Entire Agreement
	 	 	24	 






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INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT




     This INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of October 13, 2009 (as amended,
supplemented, amended and restated or otherwise modified from time to time in accordance with the
provisions hereof, this “Agreement”) is among:



     (i) Exterran Partners, L.P., a Delaware limited partnership, in its individual capacity (in
such capacity, together with its successors and permitted assigns, “EXLP”), and when and if
it acts as Manager under the Management Agreement (in such capacity, and for so long as EXLP is
such Manager under that Agreement, the “Manager”);



     (ii) EXLP ABS 2009 LLC, a Delaware limited liability company (together with its successors and
permitted assigns, “ABS 2009”);



     (iii) EXLP Operating LLC, a Delaware limited liability company (together with its successors
and permitted assigns, “EXLPOP”);



     (iv) Wells Fargo Bank, National Association, as indenture trustee under the hereinafter
defined Securitization Indenture for the benefit of the Noteholders and the other Persons set forth
therein (in such capacity, together with its successors and permitted assigns, the “Indenture
Trustee”);



     (v) Wachovia Bank, National Association, as Administrative Agent on behalf of the Bank Lenders
as hereinafter defined (in such capacity, together with its successors and permitted assigns, the
“Bank Agent”); and



     (vi) Wells Fargo Bank, National Association, in its individual capacity and as the
Intercreditor collateral agent for the Securitization Secured Parties (as defined herein), the Bank
Lenders (as defined herein), and EXLP (in such capacity, together with its successors and permitted
assigns, the “Intercreditor Collateral Agent”).



RECITALS




     (1) WHEREAS, EXLP, in its individual capacity and when and if it serves as Manager, may
receive from time to time Collections relating to the Domestic Contract Compression Business of (a)
EXLP and its subsidiaries and (b) ABS 2009; and



     (2) WHEREAS, EXLP’s operating subsidiary, EXLPOP has a bank account in its name to which Users
will be directed to transmit Collections, namely, the EXLP/ABS 2009/Wells Lockbox Account (as
hereinafter defined), and another bank account in its name in which Collections are from time to
time deposited, namely, the EXLP/JPMC Lockbox Account (as hereinafter defined);



     (3) WHEREAS, of even date herewith, EXLPOP, JPMorgan Chase Bank, N.A., and Intercreditor
Collateral Agent entered into that certain Blocked Account Control Agreement,



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pursuant to which control by the Intercreditor Agent on behalf of the Collection Parties was
established in the EXLP/JPMC Lockbox Account (as hereinafter defined);




     (4) WHEREAS, the parties hereto desire to execute and deliver this Agreement to set forth
certain agreements among them with respect to such Collections as provided below.



     NOW THEREFORE, in consideration of the premises and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:



     Section 1. Rules of Usage; Definitions.




     (a) The following rules of usage shall apply to this Agreement (and each appendix,
schedule, exhibit and annex to the foregoing) unless otherwise required by the context or
unless otherwise defined therein.




     (i) The defined terms in this Agreement shall include the plural as well as the
singular, and the use of any gender herein shall be deemed to include any other
gender.




     (ii) Accounting terms not otherwise defined herein have the meanings assigned
to them in accordance with generally accepted accounting principles as in effect on
the date of this Agreement.




     (iii) Except as otherwise expressly provided, any definition defined herein
shall be equally applicable to the singular and plural forms of the terms defined.




     (iv) Except as otherwise expressly provided, references in this Agreement to
articles, sections, paragraphs, clauses, annexes, appendices, schedules or exhibits
are references to articles, sections, paragraphs, clauses, annexes, appendices,
schedules or exhibits in or to this Agreement.




     (v) References to any Person shall include such Person, its successors and
permitted assigns and transferees.




     (vi) Except as otherwise expressly provided, reference to any agreement means
such agreement as amended, restated, modified, extended or supplemented from time to
time in accordance with the applicable provisions thereof.




     (vii) Except as otherwise expressly provided, references to any law includes
any amendment or modification to such law and any rules or regulations issued
thereunder or any law enacted in substitution or replacement thereof, or restatement
thereof.




     (viii) When used in this Agreement, words such as “hereunder,” “hereto,”
“hereof” and “herein” and other words of like import shall, unless the



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context clearly indicates to the contrary, refer to the whole of this Agreement
(including any other document to the extent incorporated or referred to herein
(whether or not actually attached hereto)) and not to any particular article,
section, subsection, paragraph or clause hereof.




     (ix) References to “including” means including without limiting the generality
of any description preceding such term and for purposes hereof the rule of ejusdem
generis shall not be applicable to limit a general statement, followed by or
referable to any enumeration of specific matters, to matters similar to those
specifically mentioned.




     (x) All terms used in the UCC and not specifically defined in this Agreement
are used therein as defined in the UCC; provided, however, that references in this
Agreement to any section of the UCC shall mean, on or after the effective date of
the adoption of any revision to the UCC in the applicable jurisdiction, such revised
or successor section thereto.




     (xi) Except as otherwise expressly provided, in the computation of a period of
time from a specified date to a later specified date, the word “from” means “from
and including” and the words “to” and “until” each mean “to but excluding”.




     (b) Definitions. The following terms (whether or not underscored) when used in
this Agreement, including its preamble and recitals, shall, except where the content
otherwise requires, have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):



     “ABS 2009” has the meaning specified in clause (ii) of the preamble hereto.



     “ABS Leasing 2009” means EXLP ABS Leasing 2009 LLC, the wholly-owned subsidiary of ABS
2009.



     “Agreement” has the meaning specified in the preamble hereto.



     “Allocated Collections” means all or any portion of the Collections as of any date of
determination that have been allocated pursuant to the provisions of Sections 7 and
8 of this Agreement.



     “Allocation Accounting Firm” has the meaning specified in Section 7(a)(ii)
hereof.



     “Ancillary Equipment”  means one or more pieces or items of equipment that have been
attached to, or that are located adjacent to, a Compressor that can be removed without causing
damage to, or a loss of functionality in, such Compressor including, without limitation, any
emissions package or monitoring equipment, catalytic converter, precooling package, gas processing
plant or equipment, starting air compressor, dehydrator and/or separator.



     “Bank Agent” has the meaning specified in clause (v) of the preamble hereto.



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     “Bank Collateral” means any collateral in which the Bank Agent has been granted a
security interest by EXLP and certain of its subsidiaries to secure the obligations under the Bank
Credit Agreement.



     “Bank Collateral Agreement” means that certain Collateral Agreement, dated as of
October 20, 2006, made by EXLPOP (formerly known as UC Operating Partnership, L.P.), UCLP OLP GP
LLC (cancelled on June 20, 2007), EXLP (formerly known as Universal Compression Partners, L.P.),
and EXLP Leasing LLC (formerly known as UCLP Leasing, L.P.) in favor of the Bank Agent for the
ratable benefit of the Secured Creditors (as defined therein), as such agreement may be amended,
supplemented or otherwise modified from time to time in accordance with its terms.



     “Bank Credit Agreement” means that certain Senior Secured Credit Agreement, dated as
of October 20, 2006, by and among EXLPOP (formerly known as UC Operating Partnership, L.P.), as
borrower, EXLP (formerly known as Universal Compression Partners, L.P.), as Guarantor, Wachovia
Bank, National Association, as Administrative Agent, Deutsche Bank Trust Company Americas, as
Syndication Agent, Fortis Capital Corp. and Wells Fargo Bank, National Association, as
Co-Documentation Agents, and the other lenders signatory thereto, arranged by Wachovia Capital
Markets LLC and Deutsche Bank Securities Inc, as Joint Lead Arrangers and Joint Book Runners, as
such credit agreement has been and may hereafter be amended, modified, restated or supplemented
from time to time.



     “Bank Default” means an Event of Default (as defined in the Bank Credit Agreement)
that has occurred and is continuing under the Bank Credit Agreement.



     “Bank Documents” means the Bank Credit Agreement, the Bank Collateral Agreement, the
Secured Hedging Agreement, and each other agreement, document or instrument executed in connection
with the Bank Credit Agreement or the Bank Collateral Agreement.



     “Bank Lenders” means the lenders from time to time party to the Bank Credit Agreement
and the counterparties to the Secured Hedging Agreement.



     “Bankruptcy Code” means the Title 11 of the United States Code, 11 U.S.C. §§ 101 et
seq., as amended from time to time.



     “Blocked Account Agreement” means the Blocked Account Control Agreement referred to in
clause (3) of the Recitals hereto.



     “Business Day” means any day other than a Saturday, Sunday or any other day on which
banking institutions in New York, New York, Minneapolis, Minnesota or Houston, Texas are authorized
or obligated by law, executive order or governmental decree to be closed.



     “Collateral” means the Securitization Collateral and the Non-Securitization
Collateral.



     “Collection Parties” means the Securitization Secured Parties, the Bank Lenders, and
the Bank Agent.



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     “Collections” means cash, checks and other instruments or any other method of payment
and all other amounts whatsoever owned by, owing to or paid to (a) EXLP or its subsidiaries, (b)
EXLP in its capacity as Manager, or (c) ABS 2009, in each case from time to time.



     “Compressor” means a natural gas compressor equipment unit, together with any tangible
components thereof, all related appliances, parts, accessories, appurtenances, accessions,
additions, improvements, and replacements thereto, all other equipment or components of any nature
from time to time incorporated or installed therein and all substitutions for any of the foregoing
but excluding any Ancillary Equipment attached thereto that is not required for the normal
operation of such natural gas compressor equipment unit.



     “Disputed Allocations” has the meaning specified in Section 7(c) hereof.



     “Domestic Contract Compression Business” means (i) with respect to EXLP, the natural
gas compression contract business of EXLP and its subsidiaries in the United States of America and
(ii) with respect to ABS 2009, the natural gas compression contract business of ABS 2009 in the
United States of America.



     “EXH” means Exterran Holdings, Inc.



     “EXLP” has the meaning specified in clause (i) of the preamble hereto.



     “EXLP Account” means any account maintained with Intercreditor Collateral Agent on
behalf of and in the name of EXLPOP or EXLP.



     “EXLP Accountants” has the meaning specified in Section 7(a)(ii).



     “EXLP/ABS 2009/Wells Lockbox Account” means the lockbox account number 4121809537
maintained in the name of EXLPOP, subject to a right of control in favor of Intercreditor
Collateral Agent, for the benefit of the Collection Parties and EXLP. The remittance address to be
used for payments and deposits to the Lockbox Account is EXLP Operating LLC, P.O. Box 202609,
Dallas, Texas 75320-2609.



     “EXLP/JPMC Lockbox Account” means the lockbox account number 713449403, and maintained
in the name of EXLPOP, subject to a right of control in favor of Intercreditor Collateral Agent,
for the benefit of the Collection Parties and EXLP. The remittance address to be used for payments
and deposits to the Lockbox Account is EXLP Operating LLC, P.O. Box 974908, Dallas, Texas
75397-4908.



     “EXLP Obligations” means any and all sums owing under the Bank Documents and all other
obligations, direct or contingent, joint, several or independent of EXLP or any other obligor under
the Bank Documents now or hereafter existing, due or to become due, including any interest accruing
subsequent to the filing of a petition in bankruptcy, whether or not such interest is an allowed
claim under applicable law.



     “EXLPOP”has the meaning specified in clause (iii) of the preamble hereto.



     “Indenture Trustee” has the meaning specified in clause (iv) of the preamble hereto.



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     “Intercreditor Collateral Agent” has the meaning specified in clause (vi) of the
preamble hereto.



     “Interest Rate Hedge Provider” means any counterparty to a cap, collar or other
hedging instrument permitted to be entered into pursuant to the Securitization Indenture.



     “Lien” means any security interest, lien (statutory or other), charge, pledge, equity,
mortgage, hypothecation, assignment for security or encumbrance of any kind or nature whatsoever.



     “Lockbox Accounts” means collectively, the EXLP/ABS 2009/Wells Lockbox Account and the
EXLP/JPMC Lockbox Account.



     “Lockbox Agreements” has the meaning specified in Section 22 hereof.



     “Management Agreement” means that certain Management Agreement, dated as of October
13, 2009 by and between EXLP as Manager, ABS 2009, and ABS Leasing 2009, as such agreement may be
amended, modified or supplemented from time to time.



     “Manager” has the meaning specified in clause (i) of the preamble hereto.



     “Misallocation” has the meaning specified in Section 7(b)(iii) hereof.



     “Non-Securitization Collateral” means (i) all Compressors and other assets received by
EXLP or the Manager that do not constitute Securitization Collateral and (ii) all
Non-Securitization Collections.



     “Non-Securitization Collections” means all Collections received by EXLP and/or the
Manager that do not constitute Securitization Collections.



     “Noteholder” means a Person in whose name a Note is registered in accordance with the
terms of the Securitization Indenture.



     “Notes” means any of the promissory notes executed by ABS 2009 and ABS Leasing 2009
and authenticated by or on behalf of the Indenture Trustee pursuant to and issued under the
Securitization Indenture.



     “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, limited partnership or other entity.



     “Related Documents” is defined in Appendix A to the Securitization Indenture.



     “Repetitive Wire Instructions” means a notice substantially in the form of Exhibit
“A” attached hereto.



     “Requisite Global Majority” is defined in Appendix A to the Securitization Indenture.



     “Returned Items” collectively means the Returned Items specified in
Section 9(b)(ii) hereof.



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     “Secured Hedging Agreement” has the meaning assigned in the Bank Collateral Agreement.



     “Securitization Account” has the meaning specified in Section 7(b)(ii) hereof,
which account shall initially be the Trust Account.



     “Securitization Accountants” has the meaning specified in Section 7(a)(ii)
hereof.



     “Securitization Collateral” means, collectively, all right, title and interest of ABS
2009 in the property and rights subject to the security interest granted by ABS 2009 under the
Securitization Indenture (including, without limitation, the Securitization Compressors and the
User Contracts) and all right, title and interest of ABS Leasing 2009 in the property and rights
subject to the security interest granted by ABS Leasing 2009 under the Securitization Indenture
(including, without limitation, the Securitization Compressors and the User Contracts).



     “Securitization Collections” has the meaning specified in Section 2 hereof.



     “Securitization Compressors” means, as of any date of determination, all Compressors
owned by ABS 2009 or ABS Leasing 2009 or leased to ABS 2009 by ABS Leasing 2009 as of such date.



     “Securitization Default” means a Manager Default (as defined in Appendix A to the
Securitization Indenture), an Event of Default (as defined in Appendix A to the Securitization
Indenture) or a EXLP Event (as defined in Appendix A to the Securitization Indenture).



     “Securitization Documents” means the Securitization Indenture, the Management
Agreement, each other Related Document (as defined in Appendix A to the Securitization Indenture)
and each other agreement, document or instrument executed in connection with the Securitization
Indenture.



     “Securitization Indenture” means that certain Indenture, dated as of October 13, 2009,
between ABS 2009, ABS Leasing 2009, and the Indenture Trustee, as such agreement may be amended,
supplemented or otherwise modified from time to time in accordance with its terms, including any
supplements thereto.



     “Securitization Obligations” means, collectively, (a) any and all sums owing (i) to
the Noteholders under the Securitization Indenture, (ii) to the Indenture Trustee under the
Securitization Indenture or any other Securitization Document and (iii) to the Interest Rate Hedge
Providers and (b) without duplication of amounts described in clause (a), all other
obligations, direct or contingent, joint, several or independent of ABS 2009, or any other obligor
under the Securitization Documents now or hereafter existing, due or to become due, including any
interest accruing subsequent to the filing of a petition in bankruptcy, whether or not such
interest is an allowed claim under applicable law.



     “Securitization Secured Parties” means, collectively, the Indenture Trustee, ABS 2009,
ABS Leasing 2009, each Interest Rate Hedge Provider, and the Noteholders.



     “Trust Account” is defined in Appendix A to the Securitization Indenture.



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     “UCC” means the Uniform Commercial Code (or any successor statute) of the State of New
York as in effect from time to time or of any other state or jurisdiction the laws of which are
required by Section 9-301 thereof to be applied in connection with the issue of perfection of
security interests.



     “Unallocated Collections” has the meaning specified in Section 7(a)(ii)
hereof.



     “User” means any Person who contracts for contract compression services or compressor
rentals, which services or rentals utilize a Securitization Compressor from ABS 2009 or Manager,
acting on behalf of ABS 2009.



     “User Contract” means any contract for contract compression services or any contract
renting one or more Securitization Compressors entered into between ABS 2009 (or Manager acting on
behalf of ABS 2009) and a User.



     Section 2. Securitization Collections. The following shall constitute the “Securitization
Collections”:




     (a) all Collections in respect of ABS 2009’s Domestic Contract Compression Business,
including, without limitation, any and all contract payments under User Contracts;




     (b) all Collections in respect of the sale, transfer or disposition of any
Securitization Collateral and all Collections in respect of any casualty or other event of
loss affecting any Securitization Collateral (to the extent that at the time the casualty
Collections are received by or on behalf of ABS 2009, the Compressor to which such proceeds
relate remains a Securitization Compressor); and




     (c) all proceeds and products of any and all of the foregoing.



     Section 3. Acknowledgments Regarding Securitization Collateral The Bank Agent hereby acknowledges and
agrees that, until all Securitization Obligations shall have been paid in full in cash:




     (a) In the event that any Liens on or security interest in all or any portion of the
Securitization Collateral at any time exists in favor of the Bank Agent, the Bank Agent
will, immediately upon the request of the Indenture Trustee, release or otherwise terminate
such security interest in and Lien upon such Securitization Collateral and the Bank Agent
will immediately deliver such release documents as the Indenture Trustee may require in
connection therewith.




     (b) Without limiting the agreements contained in paragraph (a) above, all
security interests in or Liens on the Securitization Collateral now or at any time hereafter
granted by ABS 2009 or ABS Leasing 2009 to the Indenture Trustee or, pursuant to the
Securitization Documents, secure the Securitization Obligations and shall be prior,
paramount, and superior to any and all Liens and security interests, if any, on or in such
Securitization Collateral heretofore, now or at any time hereafter granted by EXLP to
the Bank Agent for the benefit of the Bank Lenders, either pursuant to the Bank Documents



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or
otherwise (and, as such, any interest of the Bank Agent in the Securitization Collections
and the Securitization Collateral shall be at all times subordinated to the interest of the
Indenture Trustee therein), regardless of the date of execution of any such Lien documents
or the order of filing of any of them for record in any public office. The Lien priorities
provided in this Section 3(b) shall not be altered or otherwise affected by any
amendment, modification, supplement, extension, renewal, restatement or refinancing of
either the Securitization Obligations or the Securitization Documents, on the
one hand, or
the EXLP Obligations or the Bank Documents, on the other hand, nor by any action or inaction
which the Indenture Trustee, or any other beneficiary under the Securitization Indenture may
take or fail to take in respect of the Securitization Collections and the Securitization
Collateral.




     (c) The Bank Agent hereby fully, unconditionally and irrevocably disclaims, waives,
relinquishes and releases any right, title or interest (including any Lien) it may have, now
or in the future, to the Securitization Collateral, including, without limitation, to (i)
foreclose or otherwise realize upon, or attempt to foreclose or otherwise realize upon any
of the Securitization Collateral, including, without limitation, the Securitization
Collections, or assert any claims or interests therein, or (ii) seek to obtain possession of
or issue or cause to be issued any levies, garnishments, attachments, or other legal process
of any kind or nature against any of the Securitization Collateral, including, without
limitation, the Securitization Collections, or (iii) contact any Users or other Persons that
are account debtors or obligees with respect to any Securitization Collateral, to the extent
such contact relates to any User Contract or other Securitization Collateral.



     Section 4. Acknowledgment Regarding Non-Securitization Collateral. The Indenture Trustee hereby
acknowledges and agrees that, so long as any EXLP Obligations are outstanding:




     (a) In the event that any Liens on or security interest in all or any portion of the
Non-Securitization Collateral at any time exists in favor of the Indenture Trustee, the
Indenture Trustee will, immediately upon the request of EXLP or the Bank Agent, release or
otherwise terminate such security interest in and Lien upon such Non-Securitization
Collateral and the Indenture Trustee will immediately deliver such release documents as EXLP
or the Bank Agent may require in connection therewith.




     (b) Without limiting the agreements contained in paragraph (a) above, all security
interests in or Liens on the Non-Securitization Collateral now or at any time hereafter
granted by EXLP to the Bank Agent pursuant to the Bank Documents, secure the EXLP
Obligations and shall be prior, paramount, and superior to any and all Liens and security
interests, if any, on or in such Non-Securitization Collateral heretofore, now or at any
time hereafter granted to the Indenture Trustee, either pursuant to the Securitization
Documents
or otherwise (and, as such, any interest of the Indenture Trustee in the
Non-Securitization Collections and the Non-Securitization Collateral shall be at all times
subordinated to the interest of the Bank Agent), regardless of the date of
execution of any such Lien documents or the order of filing of any of them for record
in any public office. The Lien priorities provided in this Section 4(b) shall not
be altered or otherwise affected by any amendment, modification, supplement, extension,
renewal, restatement or refinancing of either the EXLP Obligations or the Bank Documents, on
the



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one hand, or the Securitization Obligations or the Securitization Documents, on the
other hand, nor by any action or inaction which the Bank Lenders may take or fail to take in
respect of the Non-Securitization Collateral.




     (c) The Indenture Trustee hereby fully, unconditionally and irrevocably disclaims,
waives, relinquishes and releases any right, title or interest (including any Liens) it may
have, now or in the future, to the Non-Securitization Collateral, including, without
limitation, to (i) foreclose or otherwise realize upon, or attempt to foreclose or otherwise
realize upon any of the Non-Securitization Collateral, or assert any claims or interests
therein, or (ii) seek to obtain possession of or issue or cause to be issued any levies,
garnishments, attachments, or other legal process of any kind or nature against any of the
Non-Securitization Collateral, or (iii) contact any parties who are account debtors or
obligees with respect to Non-Securitization Compressors to the extent such contact relates
to the Non-Securitization Collateral.



     Section 5. Intercreditor Collateral Agent.




     (a) Appointment. Each of the Collection Parties and EXLP hereby designates the
Intercreditor Collateral Agent to act, and the Intercreditor Collateral Agent hereby accepts
such designation to act, as specified herein and as such Collection Party’s nominee and
agent under the Bank Documents and under the Securitization Documents, as the case may be,
and, in the case of EXLP, to act as EXLP’s nominee and agent under the Bank Documents, the
Securitization Documents and otherwise for EXLP in its own capacity, to hold for such
Collection Party’s and EXLP’s respective benefit, as its interest may appear, all
Collections from the Collateral that may from time to time be in the possession or control
of the Intercreditor Collateral Agent in the Lockbox Accounts. Without prejudice to the
rights of the Collection Parties to enforce the Securitization Documents and the Bank
Documents, as applicable, each of the Collection Parties and EXLP hereby irrevocably
authorizes the Intercreditor Collateral Agent to take such action, to exercise such powers
and remedies and to perform such duties hereunder as are specifically provided or delegated
to or required of the Intercreditor Collateral Agent by the terms hereof and such other
powers as are reasonably incidental thereto. The Intercreditor Collateral Agent may perform
any of its duties hereunder by or through its agents or employees.




     (b) Duties of Intercreditor Collateral Agent.




     (i) The Intercreditor Collateral Agent shall not be deemed to have any
knowledge (imputed or otherwise) of: (A) any of the terms or conditions of the Bank
Documents, the Securitization Documents or any documents referred to therein or
relating to any financing arrangement between or among any of the Collection Parties
and/or EXLP, or any other party, or any breach thereof, or (B) any occurrence or
existence of a default thereunder. The Intercreditor Collateral
Agent has no obligation to inform any Person of any breach under any such Bank
Document or Securitization Document or to take any action in connection with any of
the foregoing, except such actions as are specified in this Agreement.



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     (ii) The Intercreditor Collateral Agent is not responsible for the
enforceability or validity of any security interest in the Collateral and the
Lockbox Accounts.




     (iii) The Intercreditor Collateral Agent shall have no duties or
responsibilities to the Collection Parties or EXLP except those expressly set forth
or described herein and the duty to exercise “ordinary care” with respect to the
Collections in its possession or under its control and as required by applicable
law. With respect to the immediately preceding sentence, the Intercreditor
Collateral Agent shall be deemed to have exercised “ordinary care” if its action or
failure to act is in conformity with general banking usages or is otherwise in
accordance with commercially reasonable practices of the banking industry. Except
as set forth above with respect to the Intercreditor Collateral Agent’s duties with
respect to the Collections in its possession or under its control, neither the
Intercreditor Collateral Agent nor any its officers, directors, employees or agents
shall be liable to the Collection Parties or EXLP for any action taken or omitted by
it as such hereunder, or in connection herewith, unless caused by its or their gross
negligence or willful misconduct.




     (iv) The duties of the Intercreditor Collateral Agent as agent of the
Collection Parties and EXLP shall be mechanical and administrative in nature. The
Intercreditor Collateral Agent shall not have, by reason of this Agreement or any
Securitization Document or Bank Document, a fiduciary relationship in respect of any
Collection Parties or EXLP and nothing herein expressed or implied, is intended to
or shall be so construed as to impose upon the Intercreditor Collateral Agent any
obligations in respect of any Securitization Document or Bank Document except as
expressly set forth herein. The Intercreditor Collateral Agent shall not be liable
for consequential, incidental or special damages even if it has been advised of the
possibility of same. The Intercreditor Collateral Agent shall be liable for failure
to perform its obligations when the failure arises out of causes beyond its control,
including, without limitation, an act of a governmental or regulatory authority, an
act of God, accident, equipment failure, labor disputes or system failure, provided
it has exercised commercially reasonable diligence with respect thereto.




     (c) Reliance of the Intercreditor Collateral Agent. The Intercreditor
Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon
any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier
message, cablegram, radiogram, order or other document or telephone message that the
Intercreditor Collateral Agent reasonably believes in good faith to be signed, sent or made
by any apparently authorized person or entity, with respect to all matters pertaining to the
Collateral (including, without limitation, the Collections) and the Lockbox Accounts and its
duties hereunder. Neither any Collection Party nor EXLP shall have
any right of action whatsoever against the Intercreditor Collateral Agent as a result
of the Intercreditor Collateral Agent’s acting or refraining from acting based upon
instructions given to the Intercreditor Collateral Agent pursuant to and consistent with
this Agreement to so act or refrain from acting, provided that such action or refraining
from acting is in



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accordance with this Agreement. Unless expressly provided herein, the
Intercreditor Collateral Agent shall have a reasonable opportunity to act after the receipt
of any notice or instruction as described herein.




     (d) Blocked Account Agreement. All rights and benefits of the Intercreditor
Collateral Agent provided for under this Agreement, including but not limited to, those set
forth in this Section 5, shall also apply (as between the parties hereto) to the Blocked
Account Agreement, as if set forth therein in their entirety.




Section 6. Establishment of Accounts: Deposit of Collections (a) EXLP shall cause the
EXLP/ABS 2009/Wells Lockbox Account to be maintained with Intercreditor Collateral Agent and
the EXLP/JPMC Lockbox Account at JPMorgan Chase Bank, N.A. under the Blocked Account
Agreement. The Lockbox Accounts shall at all times be held in the name of EXLPOP, but under
the exclusive dominion and control of, the Intercreditor Collateral Agent for the benefit of
the Collection Parties and EXLP, at the expense of EXLP. Each of EXLP in its individual
capacity and as Manager, and EXLPOP agrees that it shall not, and shall have no right to,
make withdrawals therefrom, give any instructions with respect thereto, or have access
thereto, except with respect to Non-Securitization Collections constituting
Non-Securitization Collateral to the extent provided in Section 7(b)(i) hereof and
with respect to Securitization Collections constituting Securitization Collateral pursuant
to Section 7(b)(ii) hereof. The Collection Parties hereby agree that the Lockbox
Accounts shall be under the exclusive dominion and control of the Intercreditor Collateral
Agent as aforesaid, and the Collection Parties shall not, and shall have no right to, make
withdrawals therefrom, give any instructions with respect thereto, or have access thereto.
Each of EXLP, EXLPOP, and Intercreditor Collateral Agent agree that it shall not transfer
any funds from the Lockbox Accounts to the Securitization Account or the EXLP Account or to
any other account unless such transfer is in accordance with Section 7 or
Section 8 hereof.




     (b) Without limiting the effectiveness of the security interests or Liens granted under
the Securitization Indenture or any other Securitization Document, ABS 2009 and ABS Leasing
2009, hereby assign, convey, mortgage and hypothecate to the Intercreditor Collateral Agent,
for the benefit of the Indenture Trustee, and hereby pledges and grants to the Intercreditor
Collateral Agent, for the benefit of the Indenture Trustee, a security interest in and a
continuing Lien on, all of their respective right, title and interest, whether now owned or
existing or hereafter created or acquired in, to and under the Lockbox Accounts, including,
without limitation, any and all deposits, monies, securities or other property (including
any investment property) from time to time in or constituting the Lockbox Accounts,
including any Collections in respect of any Securitization Collateral, as security for its
obligations under this Agreement and the Securitization Documents.




     (c) EXLP, in its own capacity, as Manager under the Securitization Documents (when it
serves in that capacity) and as manager and/or collection agent from time to time for
various third parties, in each such capacity, and EXLPOP as account holder hereby assign,
convey, mortgage and hypothecate to the Intercreditor Collateral Agent, for the benefit of
the Bank Lenders and the Securitization Secured Parties (and the successors and assigns of
any of them), and hereby pledge and grant to the Intercreditor



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Collateral Agent, for the
benefit of the Bank Lenders and the Securitization Secured Parties (and for the benefit of
the successors and assigns of any of them), as their interests may appear, a security
interest in and a continuing Lien on, all of their respective right, title and interest,
whether now owned or existing or hereafter created or acquired in, to and under Lockbox
Accounts, including, without limitation, any and all deposits, monies, securities or other
property (including any investment property) from time to time in or constituting the
Lockbox Accounts, including any Collections from the Domestic Contract Compression Business
in respect of any Securitization Collateral and Non-Securitization Collateral, as security
for its obligations under this Agreement, the Securitization Documents and the Bank
Documents.




     (d) The parties hereto each agree and acknowledge that (i) the security interests and
Liens granted pursuant to this Section 6 and granted under the Blocked Account
Agreement constitute “control” under and for purposes of Section 9104(a)(1) of the UCC in
the Intercreditor Collateral Agent for the benefit of the various parties named herein, (ii)
Wells Fargo Bank, National Association, as Intercreditor Collateral Agent, will, for
purposes of Section 9-104(a)(2) and Sections 8-106 and 8-501 of the UCC, (A) for the benefit
of the Indenture Trustee, comply with instructions originated by the Indenture Trustee (as
directed by the Requisite Global Majority) directing the disposition of the funds in the
Lockbox Accounts that are properly allocable to the Securitization Collateral pursuant to
Section 7 and 8 hereof without further notice by or to any party, and (B)
for the benefit of the Bank Agent, comply with instructions originated by the Bank Agent
directing the disposition of the funds in the Lockbox Accounts that are properly allocable
to the Non-Securitization Collateral pursuant to Section 7 and 8 hereof
without notice to any party; and (iii) the Intercreditor Collateral Agent’s jurisdiction for
purposes of Article 9-304 of the UCC is New York. Notwithstanding the foregoing, the
Intercreditor Collateral Agent and each of the Collection Parties agree that EXLP shall have
the right to allocate Collections in the Lockbox Accounts to the extent provided in
Section 7(a)(i), 7(a)(ii), 7(c) or 8(a) hereof and disburse
any Non-Securitization Collections to the extent so permitted in accordance with
Section 7(b)(i) hereof.




     (e) EXLP shall (i) cause all Collections with respect to the Domestic Contract
Compression Business, including, without limitation, all contract payments made by Users,
account debtors, obligees or sub-obligees on User Contracts involving Securitization
Compressors and by account debtors, obligees or sub-obligees of any contract compression
services contracts involving Non-Securitization Compressors, all casualty proceeds from
Securitization Compressors and Non-Securitization Compressors, all other payments from the
Domestic Contract Compression Business in respect of the Securitization Collateral and
Non-Securitization Compressors paid by account debtors, and other obligors in respect
thereof, to be deposited directly in, or credited directly to, the EXLP/ABS 2009/Wells
Lockbox Account and (ii) notify all persons and entities
obligated to EXLP, or making payments to EXLP for the benefit of any other Person, in
respect of the Domestic Contract Compression Business to make all such payments directly
into the EXLP/ABS 2009/Wells Lockbox Account. For the avoidance of doubt, funds in respect
of contract payments made by Users, account debtors, obligees or sub-obligees of compressors
owned by EXH or any subsidiary of EXH (other than EXLP, EXLPOP, ABS 2009, or ABS 2009
Leasing), and any casualty proceeds or other



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proceeds payable to or receivable by EXH or any
subsidiary of EXH (other than EXLP, EXLPOP, ABS 2009 or ABS 2009 Leasing), are not to be
directed to, or transferred to, the Lockbox Accounts, and EXLP agrees not to send any
directions or remittance instructions to the accounts of EXH or its subsidiaries (other than
EXLP, EXLPOP, ABS 2009 or ABS 2009 Leasing) for any such funds or casualty proceeds.



     Section 7. Allocation of Collections: Disbursements of Collections




     (a) Allocations.




     (i) On each Business Day, EXLP shall allocate all Collections then on deposit
in or constituting the Lockbox Accounts between Securitization Collections and
Non-Securitization Collections and provide written notice thereof (which notice may
be made by facsimile or electronic mail) to the Indenture Trustee and the Bank Agent
prior to the close of business on the day on which such allocations are made. EXLP
will do monthly reallocations of Collections related to Securitization Compressors
transferred in or out of the Securitization Collateral during such period.




     (ii) In the event the Bank Agent at any time or for any reason questions any
Allocated Collection, EXLP agrees to promptly cooperate and direct the EXLP
Accountants (as defined below) to work with the Bank Agent and its representatives
to explain such Allocated Collection and provide such other information regarding
same as reasonably requested from time to time by the Bank Agent. The Indenture
Trustee (at the direction of the Requisite Global Majority or as otherwise provided
in the Indenture or pursuant to any Supplement thereto) may appoint an independent
accounting firm (the “Securitization Accountants”) to examine, from time to
time, the books and records of EXLP that would constitute the basis for properly
allocating any Collections then on deposit in the Lockbox Accounts that have
theretofore not been allocated (collectively, the “Unallocated
Collections”), including, without limitation, all User Contracts and related
invoices in respect thereof, and such Securitization Accountants shall cooperate
with EXLP’s in-house accountants (the “EXLP Accountants”) (and EXLP hereby
agrees that it shall direct the EXLP Accountants to cooperate with the
Securitization Accountants so appointed by the Indenture Trustee) to determine the
allocation of such Unallocated Collections and the Bank Agent shall have the right
to have its representatives present during all such calls and meetings and EXLP
shall cause the Bank Agent to be contemporaneously copied on all written information
regarding the determination of such allocations in each case; provided, however,
that if the EXLP Accountants and the Securitization Accountants are not able to
agree on the allocation of such
Unallocated Collections within five (5) Business Days, then EXLP (with the
written approval of the Bank Agent, which approval shall not be unreasonably
withheld or delayed) and the Indenture Trustee (at the direction of the Requisite
Global Majority), within one (1) Business Day after such five (5) Business Day
period expires, shall select another nationally recognized accounting firm (the
“Allocation Accounting Firm”) which is reasonably acceptable to EXLP and the



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Indenture Trustee to determine the proper allocation of such Unallocated
Collections. The determination of such Allocation Accounting Firm shall be final
and binding upon EXLP, the Bank Agent, the other Bank Lenders, the Indenture Trustee
and the Requisite Global Majority, and EXLP shall promptly provide notice of such
appointment to the Bank Agent. EXLP agrees that it shall make the Bank Agent privy
to all communications involving the Allocation Accounting Firm relating to the
proper allocation of such Unallocated Collections and the Bank Agent shall be
entitled to communicate with EXLP and the Allocation Accounting Firm regarding the
same. EXLP shall allocate all Unallocated Collections (a) as mutually agreed by the
EXLP Accountants and the Securitization Accountants or (b) as determined by the
Allocation Accounting Firm pursuant to this Section 7(a)(ii), as applicable,
and in each case provide written notice thereof (which notice may be made by
facsimile or electronic mail) to the Indenture Trustee and the Bank Agent prior to
the close of business on the day on which such allocations are made.




     (iii) In the event that EXLP is replaced as Manager, then allocations of
Collections pursuant to Section 7(a)(i) or 7(a)(ii) above shall be
made in good faith based upon the information provided by the replacement Manager.




     (iv) Notwithstanding anything contained herein to the contrary, each of the
parties hereto agrees that the provisions of Sections 3 and 4 above
constitute a “subordination agreement” for purposes of Section 510(a) of the
Bankruptcy Code.




     (v) Each party hereto agrees that it will abide by allocations of Collections
held in the Lockbox Accounts made in accordance with this Section 7(a).




     (b) Disbursements.




     (i) So long as the Intercreditor Collateral Agent has not received notice
pursuant to Section 8(b) or 8(c) to the effect that a Securitization
Default or Bank Default, respectively, has occurred (and has had a commercially
reasonable opportunity to act thereon) on any Business Day, after EXLP makes any
allocation of Collections pursuant to Sections 7(a)(i), 7(a)(ii),
7(c) or 8(a) hereof, EXLP or EXLPOP may use electronic banking
methods to transfer collected funds from the EXLP/JPMC Lockbox Account to the EXLP
Account, and may use electronic banking methods acceptable to Intercreditor
Collateral Agent and consistent with past practice to direct Intercreditor
Collateral Agent to transfer collected funds from the EXLP/ABS 2009/Wells Lockbox
Account to the
EXLP Account, in the aggregate equal to the Allocated Collections constituting
Non-Securitization Collections, prior to the close of business on such day;
provided, however, that (i) if such electronic banking methods are not available due
to force majeure, such transfer shall be made as promptly as practicable after such
electronic banking methods resume and (ii) to the extent EXLP is obligated by
Applicable Law to obtain evidence of approvals to make such transfers and it



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is not
practicable to obtain such evidence or approvals on such Business Day, such transfer
shall be made by noon Central Time on the next Business Day. After the occurrence
of a Securitization Default or a Bank Default, Allocated Collections constituting
Non-Securitization Collections shall be disbursed in accordance with Section
8(c) hereof.




     (ii) So long as the Intercreditor Collateral Agent has not received notice
pursuant to Section 8(b) or 8(c) to the effect that a Securitization
Default or a Bank Default, respectively, has occurred (and has had a commercially
reasonable opportunity to act thereon), on the same Business Day as EXLP makes any
allocation of Collections pursuant to Section 7(a)(i), 7(a)(ii),
7(c) or 8(a) hereof, prior to the close of business on such day,
EXLP or EXLPOP will use electronic banking methods to transfer funds from the
EXLP/JPMC Lockbox Account to the Trust Account and will use electronic banking
methods acceptable to Intercreditor Collateral Agent and consistent with past
practice to direct Intercreditor Collateral Agent to transfer funds from the
EXLP/ABS 2009/Wells Lockbox Account to the Trust Account or the account specified by
the Indenture Trustee (at the direction of the Requisite Global Majority) in
accordance with the then current Repetitive Wire Instructions delivered to the
Intercreditor Collateral Agent (such account, or any other account that may be
specified by the Indenture Trustee in a subsequent delivery of Repetitive Wire
Instructions, the “Securitization Account”) in an aggregate amount equal to
the Allocated Collections constituting Securitization Collections. After the
occurrence of a Securitization Default or a Bank Default, Allocated Collections
constituting Securitization Collections shall be disbursed in accordance with 
Section 8(b) hereof.




     (iii) In the event that an allocation of Collections under Section 7(a)
or disbursement of Allocated Collections pursuant to Section 7(b) is made to
(A) the EXLP Account in excess of the Non-Securitization Collections or (B) the
Securitization Account in excess of the Securitization Collections (any such event
in clauses (A) and (B) above, a “Misallocation”), then EXLP shall
immediately notify the Indenture Trustee and the Bank Agent thereof, and (x) in the
case of a Misallocation described in clause (A) above, EXLP and the Bank
Lenders and (y) in the case of a Misallocation described in clause (B)
above, the Indenture Trustee, shall, upon receipt of such written notice from EXLP
to the effect of the foregoing, hold such amount for the benefit of the
Intercreditor Collateral Agent and the Securitization Secured Parties or the Bank
Lenders, as applicable, and remit and pay over any and all such amounts received to
the Intercreditor Collateral Agent for proper allocation in accordance with the
provisions of Section 7(a) above or Section 7(c) or  Section
8(a) below (as applicable), to the
extent that such amounts are still held by such Person. In the event that any
Misallocation occurs, EXLP covenants and agrees to deposit into one or more of the
Lockbox Accounts (which is applicable) an amount in cash equal to such Misallocation
(net of any portion thereof that has been paid over by the Bank Lenders or the
Indenture Trustee pursuant to the preceding sentence) for proper allocation and
disbursement in accordance with the provisions hereof within three



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(3) Business Days
after the earlier of the date on which EXLP shall have knowledge thereof and the
date on which EXLP receives notice from any other Person (including pursuant to the
procedures described in Section 7(c) hereof) of such Misallocation.




(c) Disputed Allocations.




     In the event that the Indenture Trustee (acting at the direction of the Requisite
Global Majority) disputes the allocation of any Allocated Collections in good faith (any
such disputed allocation of Collections, collectively, the “Disputed Allocations”),
then in such event the Indenture Trustee (at the direction of the Requisite Global Majority
or as otherwise provided in the Indenture or pursuant to any Supplement thereto) may appoint
the Securitization Accountants to examine, from time to time, the books and records of EXLP
which constitute the basis for properly allocating such Disputed Allocations, including,
without limitation, all User Contracts and related invoices in respect thereof, and such
Securitization Accountants shall cooperate with the EXLP Accountants (and EXLP hereby agrees
that it shall direct the EXLP Accountants to cooperate with the Securitization Accountants
so appointed by the Indenture Trustee) to determine the allocation of such Disputed
Allocations and the Bank Agent shall have the right to have its representatives present
during all such calls and meetings and EXLP shall cause the Bank Agent to be
contemporaneously copied on all written information regarding the determination of such
Disputed Allocations in each case; provided, however, that if the EXLP Accountants and the
Securitization Accountants are not able to agree on the allocation of such Disputed
Allocations within five (5) Business Days, then EXLP (with the written approval of the Bank
Agent, which approval shall not be unreasonably withheld or delayed) and the Indenture
Trustee (at the direction of the Requisite Global Majority), within one (1) Business Day
after such five (5) Business Day period expires, shall appoint the Allocation Accounting
Firm to determine the proper allocation of such Disputed Allocations. The determination of
such Allocation Accounting Firm shall be final and binding upon EXLP, the Bank Agent, the
Bank Lenders, the Indenture Trustee and the Requisite Global Majority. EXLP shall allocate
all Disputed Allocations (i) as mutually agreed by the EXLP Accountants and the
Securitization Accountants or (ii) as determined by the Allocation Accounting Firm pursuant
to this Section 7(c), as applicable, and in each case provide written notice thereof
(which notice may be made by facsimile or electronic mail) to the Indenture Trustee and the
Bank Agent prior to the close of business on the day on which such allocations are made.




     (i) In the event the Bank Agent at any time or for any reason questions any
Allocated Collection, EXLP agrees to promptly cooperate and direct the EXLP
Accountants to work with the Bank Agent and its representatives
to explain such Allocated Collection and provide such other information
regarding same as reasonably requested from time to time by the Bank Agent.




     Section 8. Monitoring of Allocation Process; Effect of a Securitization Default; Effect of a
Bank Default(a) Monitoring of Allocation Process. The Indenture Trustee (acting
at the direction of the Requisite Global Majority or as otherwise provided in the Indenture
or



-17-









 






pursuant to any Supplement thereto) may appoint the Securitization Accountants to
examine, from time to time, the books and records of EXLP that would constitute the basis
for properly allocating the Collections, including, without limitation, any User Contracts,
contracts, agreements and invoices in respect thereof, and such Securitization Accountants
shall (i) cooperate with the EXLP Accountants (and EXLP hereby agrees that it shall direct
the EXLP Accountants to cooperate with the Securitization Accountants so appointed by the
Indenture Trustee) to determine the allocation of all Collections from time to time on
deposit in the Lockbox Account and (ii) have access to such books and records that would
constitute the basis for properly allocating the Collections, including, without limitation,
any User Contracts, contracts, agreements and invoices in respect thereof, and any other
resources of EXLP reasonably necessary to monitor the allocation process on a day-to-day
basis with respect to all current or future allocations of Collections received by or in the
Lockbox Accounts as set forth in this Agreement; provided, however, that if the EXLP
Accountants and the Securitization Accountants are not able to agree on the allocation of
any such Collections, then EXLP (with the written approval of the Bank Agent, which approval
shall not be unreasonably withheld or delayed) and the Indenture Trustee (at the direction
of the Requisite Global Majority) shall appoint the Allocation Accounting Firm to determine
the proper allocation of all such Collections and all future Collection from such date. The
Indenture Trustee shall have no duty to monitor the allocation process pursuant to
Section 7 or 8 hereof, and shall take action only upon the receipt of
direction from the Requisite Global Majority. Upon and after the exercise by the Indenture
Trustee’s rights under this Section 8(a), EXLP shall allocate all Collections then
on deposit in the Lockbox Accounts and all future Collections received by or deposited in
the Lockbox Accounts (x) as mutually agreed by the EXLP Accountants and the Securitization
Accountants or (y) as determined by the Allocation Accounting Firm pursuant to this
Section 8(a), and in each case provide written notice thereof (which notice may be
made by facsimile or electronic mail) to the Indenture Trustee and the Bank Agent prior to
the close of business on the day on which such allocations are made.




     (b) Effect of a Securitization Default. After the occurrence of a
Securitization Default, the Indenture Trustee shall notify the Intercreditor Collateral
Agent to such effect and as to the Intercreditor Collateral Agent, after such Intercreditor
Collateral Agent has received such notice and has had a commercially reasonable opportunity
to act thereon, then, subject to the other provisions of this Agreement and to the terms of
the Securitization Documents, (i) the Intercreditor Collateral Agent shall take such steps
as may be instructed in writing by the Indenture Trustee (as directed by the Requisite
Global Majority) to receive, hold and distribute all or any portion of the Securitization
Collateral (including, without limitation, any Securitization Collections) and proceeds
thereof and to
comply with its other obligations set forth in this Agreement, including without
limitation to send notice to default to JPMorgan Chase Bank, N.A. under the Blocked Account
Agreement and otherwise to take control of the EXLP/JPMC Lockbox Account in accordance with
the terms thereof; and (ii) the Indenture Trustee (at the direction of the Requisite Global
Majority) may take such steps as it is entitled to take under the Securitization
Documents
with respect to enforcement of any Securitization Document and collection and realization of
the Securitization
Collateral (or any portion thereof) and the proceeds thereof. In
permitting the Indenture Trustee to distribute Securitization



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Collateral from the Lockbox
Accounts pursuant to this Section 8(b), the Intercreditor Collateral Agent may rely
conclusively on the notice provided by the Indenture Trustee to the effect that a
Securitization Default has occurred without conducting any independent investigation thereof
and notwithstanding any assertion or evidence to the contrary.




     (c) Effect of a Bank Default. After the occurrence of a Bank Default, the Bank
Agent shall notify the Intercreditor Collateral Agent to such effect and after the
Intercreditor Collateral Agent has received such notice and has had a commercially
reasonable opportunity to act thereon, then, subject to the other provisions of this
Agreement and to the terms of the Bank Documents, (i) the Intercreditor Collateral Agent
shall take such steps as may be instructed in writing by the Bank Agent to receive, hold and
distribute all or any portion of the Bank Collateral and proceeds thereof and to comply with
its other obligations set forth in this Agreement, including without limitation to send
notice of default to JPMorgan Chase Bank, N.A. under the Blocked Account Agreement and
otherwise to take control of the EXLP/JPMC Lockbox Account in accordance with the terms
thereof; and (ii) the Bank Agent may take such steps as it is entitled to take under the
Bank Documents with respect to enforcement of any Bank Document and collection and
realization of the Bank Collateral (or any portion thereof) and the proceeds thereof. In
permitting the Intercreditor Collateral Agent to distribute Non-Securitization Collateral
from the Lockbox Accounts pursuant to this Section 8(c), the Intercreditor
Collateral Agent may rely conclusively on the notice provided by the Bank Agent to the
effect that a Bank Default has occurred without conducting any independent investigation
thereof and notwithstanding any assertion or evidence to the contrary.




     (d) Conflicting Instruction. Notwithstanding the foregoing, the Intercreditor
Collateral Agent shall have no duty or responsibility to exercise any discretion with
respect to determining the nature of, receiving, holding and/or distributing all or any
portion of the Collateral or any other collateral or funds held by the Intercreditor
Collateral Agent pursuant to the terms of this Agreement. Without limiting the generality
of the foregoing, the parties hereby agree that the Intercreditor Collateral Agent shall be
obligated to disburse funds from (i) the EXLP/ABS 2009/Wells Lockbox Account in accordance
with instructions from EXLP, EXLPOP, or the Manager given pursuant to Section 7(a),
7(b) or 7(c), (ii) the Lockbox Accounts in accordance with instructions from
the Indenture Trustee given pursuant to Section 8(b) or 8(d), or (iii) the
Lockbox Accounts in accordance with instructions from the Bank Agent given pursuant to
Section 8(c) or 8(d). In the event the Intercreditor Collateral Agent
receives conflicting notices or instructions or in the event it is unable in good faith to
determine what action it
should take, or is unsure as to the application, intent, interpretation or meaning of
any provision therein or hereof, the Intercreditor Collateral Agent may give notice (in such
form as shall be appropriate under the circumstances) to EXLP, the Bank Agent, and the
Indenture Trustee, requesting written instructions as to the course of action to be adopted,
and, to the extent the Intercreditor Collateral Agent acts in good faith in accordance with
any such appropriate instruction received from EXLP, the Bank Agent, and the Indenture
Trustee (as directed by the Requisite Global Majority), the Intercreditor Collateral Agent
shall not be liable on account of such action or inaction to any Person. Except with



-19-









 






respect to any instructions received from the Indenture Trustee (as directed by the
Requisite Global Majority) directing the disposition of the funds in the applicable Lockbox
Account that are properly allocated to the Securitization Collateral, if the Intercreditor
Collateral Agent shall not have received appropriate instructions within ten (10) days of
such notice (or within such shorter period of time as reasonably may be specified in such
notice or may be necessary under the circumstances), it may, but shall be under no duty to,
take or refrain from taking such action which is consistent, in its view, with this
Agreement, and such Intercreditor Collateral Agent shall have no liability to any Person for
any such action or inaction.



     Section 9. Compensation and Indemnity of Intercreditor Collateral Agent: Waiver of Right
of Set-off.




     (a) EXLP shall be liable to pay to the Intercreditor Collateral Agent from time to time
reasonable compensation for its services. EXLP shall be liable to reimburse the
Intercreditor Collateral Agent upon request for all reasonable disbursements, expenses and
advances incurred or made by it. Such expenses shall include the reasonable compensation,
disbursements and expenses of each such Intercreditor Collateral Agent’s agents and counsel
and all fees, costs and expenses of any Securitization Accountants and/or Allocation
Accounting Firm engaged pursuant to the terms hereof. EXLP shall indemnify the
Intercreditor Collateral Agent for, and hold it harmless against, any claim, demand, expense
(including but not limited to reasonable attorney’s fees and expenses), loss or liability
incurred by it without gross negligence or bad faith on its part, arising out of or in
connection with the performance of its rights or duties hereunder and under the Blocked
Account Agreement, the Lockbox Accounts, and the services provided in conjunction therewith.
The Intercreditor Collateral Agent shall notify EXLP promptly of any claim asserted against
the Intercreditor Collateral Agent for which it may seek indemnity. However, failure by the
Intercreditor Collateral Agent to notify EXLP shall not relieve EXLP of its obligations
hereunder. Upon the Intercreditor Collateral Agent’s request, EXLP shall defend the claim
and the Intercreditor Collateral Agent shall provide reasonable cooperation at EXLP’s
expense in the defense. The Intercreditor Collateral Agent may have separate counsel and
EXLP shall be liable to pay the reasonable fees and expenses of such counsel. EXLP need not
pay for any settlement made without its written consent, which consent shall not be
unreasonably withheld or delayed. EXLP need not reimburse any expense or indemnify against
any loss or liability to the extent incurred by the Intercreditor Collateral Agent through
the Intercreditor Collateral Agent’s gross negligence or bad faith. Any amount due under
this Section 9(a) that remains unpaid for thirty (30) days after notice thereof
shall bear interest at the federal funds rate from the date of notice to the date of
payment.




(b) (i) Except as provided below, Intercreditor Collateral Agent and Wells Fargo
Bank, National Association, in its individual capacity, each hereby subordinates all
Liens, encumbrances, claims and rights of setoff it may have, now or in the future,
against the EXLP/ABS 2009/Wells Lockbox Account or any Collateral or Collections
(including checks or other items evidencing the same held therein) or any other
property in such Lockbox Account to the prior payment in full in cash of all
Securitization Obligations and EXLP Obligations and agree



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that the Liens and
security interests securing such Securitization Obligations and EXLP Obligations are
superior to any such Liens, encumbrances, claims and rights of setoff which
Intercreditor Collateral Agent or Wells Fargo Bank, National Association, in its
individual capacity, might have or obtain in the EXLP/ABS 2009/Wells Lockbox Account
or any Collateral or Collections or any other property in such Lockbox Account.




     (ii) Notwithstanding the foregoing, the Intercreditor Collateral Agent and Wells
Fargo Bank, National Association, in its individual capacity, may debit the EXLP/ABS
2009/Wells Lockbox Account from time to time, for (a) checks and other items,
including, without limitation, any automated clearinghouse transactions, which are
returned for any reason (“Returned Items”), (b) necessary account
adjustments, and (c) overdrafts; provided, however, no such offset shall be made
unless the Intercreditor Collateral Agent advises EXLP and EXLPOP of the amount
thereof in accordance with the Intercreditor Collateral Agent’s current practice, if
any.




     (iii) In the event that any charges or fees are then due from EXLP or any other
party hereto to the Intercreditor Collateral Agent under this Agreement or related
to any Returned Items, the EXLP/ABS 2009/Wells Lockbox Account or the services
provided hereunder, EXLP agrees to pay such amounts to the Intercreditor Collateral
Agent within thirty (30) days of EXLP’s receipt by the Intercreditor Collateral
Agent of a written invoice therefor. In the event that EXLP fails to pay the
amounts described in the preceding sentence within the time period set forth above,
then the Intercreditor Collateral Agent shall have the right to debit the EXLP/ABS
2009/Wells Lockbox Account for such amounts which obligation of EXLP shall not be
relieved by any such offset or debit by the Intercreditor Collateral Agent (and,
upon payment by EXLP of such amounts to the Intercreditor Collateral Agent, the
Intercreditor Collateral Agent shall deposit such amounts into such Lockbox
Account).




     (iv) In the event there are insufficient funds in the EXLP/ABS 2009/Wells
Lockbox Account to reimburse the Intercreditor Collateral Agent for the amount of
any Returned Items or unpaid charges or fees for which the Intercreditor Collateral
Agent is entitled to debit such Lockbox Account in accordance with clause (ii)
or (iii) above, then EXLP shall (x) reimburse the Intercreditor Collateral Agent
immediately upon demand and (y) to the extent Collections in respect of Returned
Items have been disbursed to any Collection Party in accordance with the terms of
this Agreement, may debit an amount equal to such disbursement from future
allocations to such Collection Party.


Section 10. Resignation by or Removal of Intercreditor Collateral Agent (a) The
Intercreditor Collateral Agent may resign from the performance of all its functions and
duties hereunder at any time by giving at least sixty (60) days’ prior written notice to
each of EXLP, the Indenture Trustee, and the Bank Agent. EXLP (with the consent of the
Requisite Global Majority which consent shall not be unreasonably withheld) may, at any
time, for or without cause, remove the Intercreditor Collateral Agent by giving at




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least
twenty (20) days prior written notice to the Intercreditor Collateral Agent, the Indenture
Trustee and the Bank Agent.




     (b) Upon the effectiveness of any such notice of resignation or removal given pursuant
to Section 10(a) above, EXLP shall appoint a successor Intercreditor Collateral
Agent hereunder (with the consent and approval of the Requisite Global Majority (such
consent and approval not to be unreasonably withheld), which shall be an incorporated bank
or trust company and which shall execute counterparts hereof or such other instrument
reasonably satisfactory to evidence acceptance of the duties and obligations of the
Intercreditor Collateral Agent hereunder.




     (c) If a successor Intercreditor Collateral Agent shall not have been so appointed
within the applicable notice period, the Requisite Global Majority shall then appoint a
successor Intercreditor Collateral Agent which shall be a bank or trust company with a
combined capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition and which shall execute counterparts hereof or such
other instrument reasonably satisfactory to evidence acceptance of the duties and
obligations of the Intercreditor Collateral Agent hereunder and which shall serve as
Intercreditor Collateral Agent hereunder or thereunder until such time, if any, as EXLP
appoints a successor Intercreditor Collateral Agent as provided above.




     (d) After the resignation or removal of any Intercreditor Collateral Agent pursuant to
this Section 10, the provisions of Section 5 shall inure to its benefit as
to any actions taken or omitted to be taken by it while it was the Intercreditor Collateral
Agent hereunder, and Section 9(a) above shall continue to inure to its benefit.



     Section 11. No Implied Waivers, Etc. Except as expressly provided herein, nothing in this Agreement
shall be deemed to constitute a waiver of or shall otherwise affect any of the interests, rights or
remedies which either the Bank Agent or the Indenture Trustee may have under the Bank Documents or
the Securitization Documents, respectively, or under applicable law.



     Section 12. Amendments. No term or provision of this Agreement may be amended, modified, waived,
discharged or terminated orally and any such term or provision may only be amended, modified,
waived, discharged or terminated by an instrument in writing signed by the Indenture Trustee (at
the direction of the Requisite Global Majority), EXLP, the Bank Agent, and the Intercreditor
Collateral Agent; provided, however, that no such instrument or agreement shall amend, modify or
waive any provision of this Agreement relating to the allocation of Collections hereunder or
otherwise affect the rights of any Collection Party or EXLP to receive distributions and/or
payments of Collections allocated hereunder or under any other Related Documents, without the
written consent of such Collection Party or EXLP, as the case may be, then party to this Agreement
(in addition to the other parties required to consent thereto).



     Section 13. Benefit of Agreement This Agreement is intended solely for the benefit of the Collection
Parties and EXLP and their respective successors and assigns and no other Person shall have any
right, power, benefit, privilege, priority or interest under or through this Agreement. Each party
hereto agrees that, if the Indenture Trustee shall fail to act as directed by



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the Requisite Global
Majority at any time at which it is so required hereunder or under any Related Documents, then
the
Requisite Global Majority shall be entitled to directly enforce the provisions of this Agreement or
take any such action directly in its own capacity or on behalf of the Indenture Trustee.




     Section 14. Severability. Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction the substantive laws of which are held to be applicable hereto shall not invalidate
the remaining provisions hereof, and any such prohibition or unenforceability in any such
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.



     Section 15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed
to be an original but all of which together shall constitute a single agreement.



     Section 16. Notices. All notices and other communications provided to any party hereto under this
Agreement shall be in writing or by facsimile and addressed, delivered or transmitted to such party
at its address or facsimile number set forth on the signature pages hereof or at such other address
or facsimile number as may be designated by such party from time to time in a notice complying as
to delivery with the terms of this section to the other parties. Any notice, if mailed or sent by
courier or hand delivery, shall be deemed given when received; any notice, if transmitted by
facsimile, shall be deemed given when such notice is transmitted and receipt is confirmed by
telephone or electronic means.



     Section 17. Headings. The various headings of this Agreement are inserted for convenience only and
shall not affect the meaning or interpretation of this Agreement or any provisions hereof.



     Section 18. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, including without limitation, Section 5-1401 of the New York General
Obligations Law, except that matters relating solely to the operations of the Lockbox Accounts and
the
payment of checks and other items governed by Articles 3 and 4 of the Uniform Commercial Code shall
be governed by and construed in accordance with the laws of the State of Texas.



     Section 19. No Petition. (a) The Bank Agent hereby covenants and agrees that (i) prior to the date
which is one year and one day after the payment in full of all Securitization Obligations, it will
not institute against or join any other Person in instituting against ABS 2009 or any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings
under the laws of the United States, including, without limitation, the Bankruptcy Code, or any
state of the United States, (ii) it will not seek to challenge or contest, in any proceeding, suit
or action of any nature whatsoever or otherwise, any transfer, disposition, contribution to capital
or “true sale” of any Securitization Collateral or other assets pursuant to and in accordance with
any of the Securitization Documents; and (iii) it will not seek, through any proceeding, suit or
action of any nature whatsoever or otherwise, the consolidation, financial or otherwise, of ABS
2009 with any other Person.



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     (b) The provisions of this Section 19 shall be continuing and shall survive any
termination of this Agreement.



     Section 20. No Consolidation.




     (a) The Indenture Trustee covenants and agrees that it will not seek, through any
proceeding, suit or action of any nature whatsoever or otherwise, the consolidation,
financial or otherwise, of ABS 2009 with any other Person.




     (b) The provisions of this Section 20 shall be continuing and shall survive any
termination of this Agreement.



     Section 21. Insolvency. This Agreement shall be applicable both before and after the filing of any
petition by or against EXLP under the Bankruptcy Code and all converted or succeeding cases in
respect thereof, and all references herein to EXLP shall be deemed to apply to a trustee for EXLP,
as the case may be, and EXLP, as debtor-in-possession. The relative rights of the Bank Agent and
the Indenture Trustee in or to any allocation of or distributions or disbursements from or in
respect of any Non-Securitization Collections or proceeds of Non-Securitization Collections, or
Securitization Collections or proceeds of Securitization Collections, respectively, shall continue
after the filing thereof on the same basis as prior to the date of the petition, notwithstanding
any court order approving the financing of or use of cash collateral by EXLP as
debtor-in-possession or by any trustee appointed in its case.



     Section 22. Termination. This Agreement shall terminate upon the indefeasible payment in full in cash
of all Securitization Obligations and the satisfaction and discharge of the Securitization
Indenture.



     Section 23.
Entire Agreement. The provisions of the Intercreditor Collateral Agent’s commercial account agreement, wholesale
lockbox agreement applicable to the EXLP/ABS 2009/Wells Lockbox Account, or other treasury
management agreement and related service terms governing the relationship between EXLP and
Intercreditor Collateral Agent with respect to such Lockbox Account and any other applicable
account (collectively, the “Lockbox Agreements”) are incorporated by reference. In the
event of conflict among the provisions of this Agreement and the Lockbox Agreements, the provisions
of this Agreement shall control. This Intercreditor Agreement, and the other Related Documents
constitute the entire understanding among the parties hereto with respect to the subject matter
hereof and thereof and supersede any prior agreements, written or oral, with respect thereto.



REMAINDER OF PAGE INTENTIONALLY LEFT BLANK -

SIGNATURE PAGE FOLLOWS




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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized as of the day and year first written above.



	 	 	 	 	 	 	 
	 	 	EXTERRAN PARTNERS, L.P., in its individual 
capacity and
as Manager	 	 
	 
	 	 	 	 	 	 
	 	 	By: EXTERRAN GENERAL PARTNER, L.P., its
 general
partner	 	 
	 
	 	 	 	 	 	 
	 	 	By: EXTERRAN GP, LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David S. Miller	 	 
	 

	 	 	 	 

David S. Miller, Vice President
	 	 
	 

	 	 	 	and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	16666 Northchase Drive	 	 
	 

	 	 	 	Houston, TX 77060	 	 
	 
	 	 	 	 	 	 
	 	 	Facsimile No.: 281-836-8895	 	 
	 	 	Telephone No.: 281-836-7895	 	 
	 
	 	 	 	 	 	 
	 	 	Attn.: David S. Miller	 	 






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Intercreditor and Collateral Agency Agreement





 









 








	 	 	 	 	 	 	 
	 	 	EXLP ABS 2009 LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David S. Miller	 	 
	 

	 	 	 	 

David S. Miller, Vice President and
	 	 
	 

	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	16666 Northchase Drive	 	 
	 

	 	 	 	Houston, TX 77060	 	 
	 
	 	 	 	 	 	 
	 	 	Facsimile No.: 281-836-8895	 	 
	 	 	Telephone No.: 281-836-7895	 	 
	 
	 	 	 	 	 	 
	 	 	Attn.: David S. Miller	 	 






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Intercreditor and Collateral Agency Agreement





 









 








	 	 	 	 	 	 	 
	 	 	EXLP OPERATING LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David S. Miller	 	 
	 

	 	 	 	 

David S. Miller, Vice President
	 	 
	 

	 	 	 	and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	16666 Northchase Drive	 	 
	 

	 	 	 	Houston, TX 77060	 	 
	 
	 	 	 	 	 	 
	 	 	Facsimile No.: 281-836-8895	 	 
	 	 	Telephone No.: 281-836-7895	 	 
	 
	 	 	 	 	 	 
	 	 	Attn.: David S. Miller	 	 






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Intercreditor and Collateral Agency Agreement




 









 








	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 
as Indenture
Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Melissa Philibert	 	 
	 

	 	Name:
	 	 

Melissa Philibert
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	MAC N9311-161	 	 
	 	 	Sixth Street and Marquette Avenue	 	 
	 	 	Minneapolis, MN 55479	 	 
	 
	 	 	 	 	 	 
	 	 	Facsimile No.: 612-667-3464	 	 
	 	 	Telephone No.: 612-667-8058	 	 
	 
	 	 	 	 	 	 
	 	 	Attn.: Corporate Trust Services — Asset-Backed
Administration	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as
Intercreditor Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Melissa Philibert	 	 
	 

	 	Name:
	 	 

Melissa Philibert
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	MAC N9311-161	 	 
	 	 	Sixth Street and Marquette Avenue	 	 
	 	 	Minneapolis, MN 55479	 	 
	 
	 	 	 	 	 	 
	 	 	Facsimile No.: 612-667-3464	 	 
	 	 	Telephone No.: 612-667-8058	 	 
	 
	 	 	 	 	 	 
	 	 	Attn.: Corporate Trust Services — Asset-Backed
Administration	 	 






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Intercreditor and Collateral Agency Agreement




 









 










	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, 
as Bank Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christopher L. Hewitt	 	 
	 

	 	Name:
	 	 

Christopher L. Hewitt
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	301 South College Street	 	 
	 

	 	 	 	23rd Floor NC 0680	 	 
	 

	 	 	 	Charlotte, North Carolina 28288	 	 
	 

	 	 	 	Attention: Syndication Agency Services	 	 
	 

	 	 	 	Facsimile No.: 704-383-0288	 	 
	 

	 	 	 	Telephone No.: 704-715-1846	 	 
	 
	 	 	 	 	 	 
	 	 	With copy to:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Wachovia Capital Markets, LLC	 	 
	 

	 	 	 	1001 Fannin, Suite 2255	 	 
	 

	 	 	 	Houston, Texas 77002	 	 
	 

	 	 	 	Attention: David Humphreys	 	 
	 

	 	 	 	 	 	 






Signature Page to

Intercreditor and Collateral Agency Agreement