exv4w1






Exhibit 4.1




 





EXLP ABS 2009 LLC

Issuer




EXLP ABS LEASING 2009 LLC

Lessor



and



WELLS FARGO BANK, NATIONAL ASSOCIATION

Indenture Trustee





 





INDENTURE


DATED AS OF OCTOBER 13, 2009




 






 





 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE I
	 	DEFINITIONS	 	 	6	 
	Section 101
	 	Defined Terms	 	 	6	 
	Section 102
	 	Other Definitional Provisions	 	 	6	 
	Section 103
	 	Computation of Time Periods	 	 	7	 
	Section 104
	 	Power of Attorney	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE II
	 	THE NOTES	 	 	7	 
	Section 201
	 	Authorization of Notes	 	 	7	 
	Section 202
	 	Form of Notes; Global Notes	 	 	8	 
	Section 203
	 	Execution; Recourse Obligation	 	 	11	 
	Section 204
	 	Certificate of Authentication	 	 	12	 
	Section 205
	 	Registration; Registration of Transfer and Exchange of Notes	 	 	12	 
	Section 206
	 	Mutilated, Destroyed, Lost and Stolen Notes	 	 	14	 
	Section 207
	 	Delivery, Retention and Cancellation of Notes	 	 	15	 
	Section 208
	 	ERISA Deemed Representations	 	 	15	 
	Section 209
	 	Determination of Requisite Global Majority	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE III
	 	PAYMENT OF NOTES; ESTABLISHMENT OF ACCOUNTS; CONTROL REQUIREMENTS; STATEMENTS	 	 	 	 
	 
	 	TO NOTEHOLDERS	 	 	16	 
	Section 301
	 	Principal and Interest	 	 	16	 
	Section 302
	 	Trust Account	 	 	16	 
	Section 303
	 	Investment of Monies Held in the Transaction Accounts	 	 	25	 
	Section 304
	 	Control	 	 	26	 
	Section 305
	 	Reports	 	 	26	 
	Section 306
	 	Records	 	 	27	 
	Section 307
	 	CUSIP Numbers	 	 	27	 
	Section 308
	 	No Claim	 	 	27	 
	Section 309
	 	Compliance with Withholding Requirements	 	 	27	 
	Section 310
	 	Tax Treatment of Notes	 	 	27	 
	Section 311
	 	Rights of Noteholders	 	 	27	 
	Section 312
	 	Collections and Allocations	 	 	28	 
	Section 313
	 	Purchase Account	 	 	28	 
	 
	 	 	 	 	 	 
	ARTICLE IV
	 	COLLATERAL	 	 	29	 
	Section 401
	 	Collateral	 	 	29	 
	Section 402
	 	Pro Rata Interest	 	 	30	 
	Section 403
	 	Indenture Trustee’s Appointment as Attorney-in-Fact	 	 	30	 
	Section 404
	 	Release of Security Interest	 	 	33	 
	Section 405
	 	Administration of Collateral	 	 	33	 
	 
	 	 	 	 	 	 
	ARTICLE V A
	 	REPRESENTATIONS AND WARRANTIES OF ISSUER	 	 	34	 
	Section 501
	 	Existence	 	 	35	 






- i - 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Section 502
	 	Authorization	 	 	35	 
	Section 503
	 	Due Qualification	 	 	35	 
	Section 504
	 	No Conflict; Legal Compliance	 	 	35	 
	Section 505
	 	Validity and Binding Effect	 	 	35	 
	Section 506
	 	Financial Statements	 	 	36	 
	Section 507
	 	Name; Executive Offices; Jurisdiction of Organization	 	 	36	 
	Section 508
	 	No Agreements or Contracts	 	 	36	 
	Section 509
	 	Consents and Approvals	 	 	36	 
	Section 510
	 	Margin Regulations	 	 	36	 
	Section 511
	 	Taxes	 	 	37	 
	Section 512
	 	Other Regulations	 	 	37	 
	Section 513
	 	Solvency and Separateness	 	 	37	 
	Section 514
	 	Insolvency; Fraudulent Conveyance	 	 	39	 
	Section 515
	 	No Default	 	 	39	 
	Section 516
	 	No Proceedings or Injunctions	 	 	39	 
	Section 517
	 	Compliance with Law	 	 	40	 
	Section 518
	 	Title; Liens	 	 	40	 
	Section 519
	 	Ownership; Subsidiaries	 	 	40	 
	Section 520
	 	No Partnership	 	 	40	 
	Section 521
	 	UCC Information	 	 	40	 
	Section 522
	 	Security Interest Representations	 	 	40	 
	Section 523
	 	Ordinary Course	 	 	42	 
	Section 524
	 	Stamping and Storage of User Contracts	 	 	42	 
	Section 525
	 	Identification Marks	 	 	42	 
	Section 526
	 	Intellectual Property	 	 	42	 
	Section 527
	 	Taxpayer Identification Number	 	 	42	 
	Section 528
	 	Disclosure	 	 	42	 
	 
	 	 	 	 	 	 
	ARTICLE V B
	 	REPRESENTATION AND WARRANTIES OF LESSOR	 	 	43	 
	Section 529
	 	Existence	 	 	43	 
	Section 530
	 	Authorization	 	 	43	 
	Section 531
	 	Due Qualification	 	 	43	 
	Section 532
	 	No Conflict; Legal Compliance	 	 	43	 
	Section 533
	 	Validity and Binding Effect	 	 	44	 
	Section 534
	 	Name; Executive Offices; Jurisdiction of Organization	 	 	44	 
	Section 535
	 	No Agreements or Contracts	 	 	44	 
	Section 536
	 	Consents and Approvals	 	 	44	 
	Section 537
	 	Taxes	 	 	44	 
	Section 538
	 	Solvency and Separateness	 	 	45	 
	Section 539
	 	Insolvency; Fraudulent Conveyance	 	 	47	 
	Section 540
	 	No Default	 	 	47	 
	Section 541
	 	No Proceedings or Injunctions	 	 	47	 
	Section 542
	 	Compliance with Law.  The Lessor	 	 	47	 
	Section 543
	 	Title; Liens	 	 	48	 
	Section 544
	 	Ownership; Subsidiaries	 	 	48	 
	Section 545
	 	No Partnership	 	 	48	 
	Section 546
	 	UCC Information	 	 	48	 






- ii - 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Section 547
	 	Security Interest Representations	 	 	48	 
	Section 548
	 	Identification Marks	 	 	49	 
	Section 549
	 	Intellectual Property	 	 	49	 
	Section 550
	 	Taxpayer Identification Number	 	 	49	 
	Section 551
	 	Disclosure	 	 	49	 
	 
	 	 	 	 	 	 
	ARTICLE VI A
	 	COVENANTS OF ISSUER	 	 	50	 
	Section 601
	 	Payment of Principal and Interest; Payment of Taxes	 	 	50	 
	Section 602
	 	Preservation of Name; Maintenance of Office; Jurisdiction of Formation	 	 	50	 
	Section 603
	 	Corporate Existence	 	 	50	 
	Section 604
	 	Compliance with Law	 	 	51	 
	Section 605
	 	Protection of Issuer Collateral	 	 	51	 
	Section 606
	 	Defend Title to Collateral	 	 	51	 
	Section 607
	 	Enforce Contract Rights	 	 	51	 
	Section 608
	 	Negative Covenants Regarding Issuer Collateral (including Related Documents)	 	 	52	 
	Section 609
	 	Non-Consolidation of the Issuer	 	 	52	 
	Section 610
	 	No Bankruptcy Petition	 	 	53	 
	Section 611
	 	Liens	 	 	53	 
	Section 612
	 	Other Debt	 	 	54	 
	Section 613
	 	Guarantees, Loans, Advances and Other Liabilities	 	 	54	 
	Section 614
	 	Consolidation, Merger and Sale of All or Substantially All of Assets	 	 	54	 
	Section 615
	 	Other Agreements	 	 	55	 
	Section 616
	 	Organizational Documents	 	 	55	 
	Section 617
	 	Capital Expenditures	 	 	55	 
	Section 618
	 	Permitted Activities; Compliance with Organizational Documents	 	 	55	 
	Section 619
	 	Investment Company Act	 	 	56	 
	Section 620
	 	Payments on the Collateral	 	 	56	 
	Section 621
	 	Transactions with Affiliates	 	 	56	 
	Section 622
	 	Notices	 	 	56	 
	Section 623
	 	Books and Records	 	 	56	 
	Section 624
	 	Taxes	 	 	57	 
	Section 625
	 	Subsidiaries	 	 	57	 
	Section 626
	 	Investments	 	 	57	 
	Section 627
	 	Use of Proceeds	 	 	57	 
	Section 628
	 	Asset Base Certificate	 	 	58	 
	Section 629
	 	Financial Statements	 	 	58	 
	Section 630
	 	Rule 144A Information	 	 	58	 
	Section 631
	 	Hedging Requirements	 	 	58	 
	Section 632
	 	Separate Identity	 	 	60	 
	Section 633
	 	Annual Perfection Opinion	 	 	60	 
	Section 634
	 	Identification Marks	 	 	60	 
	Section 635
	 	Storage and Maintenance of Contract Files	 	 	61	 
	Section 636
	 	Use of Owner Compressors	 	 	61	 
	Section 637
	 	Maintenance and Repair of Owner Compressors	 	 	61	 
	Section 638
	 	Alterations	 	 	61	 
	Section 639
	 	User Contracts	 	 	62	 






- iii - 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Section 640
	 	Loss, Damage or Destruction of Owner Compressors	 	 	62	 
	Section 641
	 	Intellectual Property Filings	 	 	63	 
	Section 642
	 	Fixture and Accessions	 	 	63	 
	Section 643
	 	Contracts with Exterran Affiliates	 	 	63	 
	Section 644
	 	Contracts Containing Purchase Options	 	 	63	 
	Section 645
	 	Sales of Owner Compressors to an Exterran Affiliate	 	 	64	 
	Section 646
	 	Sales of Owner Compressors to Third Parties	 	 	65	 
	Section 647
	 	Owner Compressors Located Outside of the United States	 	 	66	 
	Section 648
	 	Distributions	 	 	66	 
	Section 649
	 	Substitution of Owner Compressors	 	 	67	 
	Section 650
	 	Appraisal	 	 	68	 
	Section 651
	 	OFAC	 	 	68	 
	 
	 	 	 	 	 	 
	ARTICLE VI B
	 	COVENANTS OF LESSOR	 	 	68	 
	Section 652
	 	Preservation of Name; Maintenance of Office; Jurisdiction of Formation	 	 	68	 
	Section 653
	 	Corporate Existence	 	 	69	 
	Section 654
	 	Compliance with Law	 	 	69	 
	Section 655
	 	Protection of the Lessor Collateral	 	 	69	 
	Section 656
	 	Defend Title to the Lessor Collateral	 	 	70	 
	Section 657
	 	Enforce Contract Rights	 	 	70	 
	Section 658
	 	Negative Covenants Regarding the Lessor Collateral (including Related Documents)	 	 	70	 
	Section 659
	 	Non-Consolidation of the Lessor	 	 	71	 
	Section 660
	 	No Bankruptcy Petition	 	 	72	 
	Section 661
	 	Liens	 	 	72	 
	Section 662
	 	Other Debt	 	 	72	 
	Section 663
	 	Guarantees, Loans, Advances and Other Liabilities	 	 	72	 
	Section 664
	 	Consolidation, Merger and Sale of Assets	 	 	73	 
	Section 665
	 	Other Agreements	 	 	73	 
	Section 666
	 	Organizational Documents	 	 	73	 
	Section 667
	 	Capital Expenditures	 	 	73	 
	Section 668
	 	Permitted Activities; Compliance with Organizational Documents	 	 	74	 
	Section 669
	 	Investment Company Act	 	 	74	 
	Section 670
	 	Payments on the Collateral	 	 	74	 
	Section 671
	 	Permitted Activities; Compliance with Organizational Documents	 	 	74	 
	Section 672
	 	Notices	 	 	74	 
	Section 673
	 	Books and Records	 	 	75	 
	Section 674
	 	Taxes	 	 	75	 
	Section 675
	 	Subsidiaries	 	 	75	 
	Section 676
	 	Investments	 	 	75	 
	Section 677
	 	Separate Identity	 	 	75	 
	Section 678
	 	OFAC	 	 	76	 
	Section 679
	 	Transactions with Affiliates	 	 	76	 
	 
	 	 	 	 	 	 
	ARTICLE VII
	 	DISCHARGE OF INDENTURE; PREPAYMENTS	 	 	76	 
	Section 701
	 	Full Discharge	 	 	76	 
	Section 702
	 	Prepayment of Notes	 	 	76	 






- iv - 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE VIII
	 	DEFAULT PROVISIONS AND REMEDIES	 	 	79	 
	Section 801
	 	Event of Default	 	 	79	 
	Section 802
	 	Acceleration of Stated Maturity; Rescission and Annulment	 	 	83	 
	Section 803
	 	Collection of Indebtedness	 	 	84	 
	Section 804
	 	Remedies	 	 	84	 
	Section 805
	 	Indenture Trustee May Enforce Claims Without Possession of Notes	 	 	85	 
	Section 806
	 	Allocation of Money Collected	 	 	86	 
	Section 807
	 	Limitation on Suits	 	 	86	 
	Section 808
	 	Right of Holders to Receive Principal and Interest	 	 	86	 
	Section 809
	 	Restoration of Rights and Remedies	 	 	87	 
	Section 810
	 	Rights and Remedies Cumulative	 	 	87	 
	Section 811
	 	Delay or Omission Not Waiver	 	 	87	 
	Section 812
	 	Control by Requisite Global Majority	 	 	87	 
	Section 813
	 	Waiver of Past Defaults	 	 	87	 
	Section 814
	 	Undertaking for Costs	 	 	88	 
	Section 815
	 	Waiver of Stay or Extension Laws	 	 	88	 
	Section 816
	 	Sale of Collateral	 	 	88	 
	Section 817
	 	Action on Notes	 	 	89	 
	Section 818
	 	Determination of Existence of Event of Default for Purposes of Section 302(e)	 	 	89	 
	Section 819
	 	Notification of Each Series Enhancer and Interest Rate Hedge Provider	 	 	90	 
	 
	 	 	 	 	 	 
	ARTICLE IX
	 	CONCERNING THE INDENTURE TRUSTEE	 	 	90	 
	Section 901
	 	Duties of the Indenture Trustee	 	 	90	 
	Section 902
	 	Certain Matters Affecting the Indenture Trustee	 	 	91	 
	Section 903
	 	Indenture Trustee Not Liable	 	 	92	 
	Section 904
	 	Indenture Trustee May Own Notes	 	 	93	 
	Section 905
	 	Indenture Trustee’s Fees and Expenses	 	 	93	 
	Section 906
	 	Eligibility Requirements for the Indenture Trustee	 	 	94	 
	Section 907
	 	Resignation and Removal of the Indenture Trustee	 	 	94	 
	Section 908
	 	Successor Indenture Trustee	 	 	95	 
	Section 909
	 	Merger or Consolidation of the Indenture Trustee	 	 	95	 
	Section 910
	 	Separate Indenture Trustees, Co-Indenture Trustees and Custodians	 	 	96	 
	Section 911
	 	Representations and Warranties	 	 	97	 
	Section 912
	 	Indenture Trustee Offices	 	 	99	 
	Section 913
	 	Notice of Event of Default	 	 	99	 
	Section 914
	 	Indenture Trustee’s Application for Instructions from the Issuer	 	 	99	 
	Section 915
	 	Indenture Trustee’s Duties - Monthly Tape	 	 	100	 
	 
	 	 	 	 	 	 
	ARTICLE X
	 	SUPPLEMENTAL INDENTURES; AMENDMENTS	 	 	101	 
	Section 1001
	 	Supplemental Indentures Not Requiring Consent of Holders	 	 	101	 
	Section 1002
	 	Supplemental Amendment (Not Creating a New Series) with Consent of Holders 	 	 	102	 
	Section 1003
	 	Execution of Supplemental Indentures	 	 	104	 
	Section 1004
	 	Effect of Supplemental Indentures	 	 	104	 
	Section 1005
	 	Reference in Notes to Supplemental Indentures	 	 	104	 
	Section 1006
	 	Issuance of Series of Notes	 	 	104	 






- v - 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE XI
	 	HOLDERS LISTS	 	 	106	 
	Section 1101
	 	Indenture Trustee to Furnish Issuer Names and Addresses of Holders	 	 	106	 
	Section 1102
	 	Preservation of Information; Communications to Holders	 	 	106	 
	 
	 	 	 	 	 	 
	ARTICLE XII
	 	MISCELLANEOUS PROVISIONS	 	 	106	 
	Section 1201
	 	Compliance Certificates and Opinions	 	 	106	 
	Section 1202
	 	Form of Documents Delivered to Indenture Trustee	 	 	107	 
	Section 1203
	 	Acts of Holders	 	 	107	 
	Section 1204
	 	Inspection	 	 	108	 
	Section 1205
	 	Limitation of Rights	 	 	108	 
	Section 1206
	 	Severability	 	 	108	 
	Section 1207
	 	Notice	 	 	109	 
	Section 1208
	 	Consent to Jurisdiction	 	 	110	 
	Section 1209
	 	Headings	 	 	111	 
	Section 1210
	 	Schedules and Exhibits	 	 	111	 
	Section 1211
	 	Governing Law	 	 	111	 
	Section 1212
	 	No Petition	 	 	111	 
	Section 1213
	 	Counterparts; Electronic Signatures	 	 	112	 
	Section 1214
	 	WAIVER OF JURY TRIAL	 	 	112	 
	Section 1215
	 	Waiver of Immunity	 	 	112	 
	Section 1216
	 	Judgment Currency	 	 	112	 
	Section 1217
	 	[Reserved]	 	 	113	 
	Section 1218
	 	Limitation on Payment	 	 	113	 






- vi - 









 





Exhibits




	 	 	 	 	 
	A

	 	—
	 	Form of Investment Letter
	B

	 	—
	 	Form of Control Agreement
	C

	 	—
	 	Form of Officer’s Certificate pursuant to Section 404 of the Indenture
	D

	 	—
	 	Form of Intercompany Note






Appendices




	 	 	 	 	 
	A

	 	—
	 	Master Index of Defined Terms






Schedules




	 	 	 	 	 
	1

	 	—
	 	Perfection Certificate — Issuer
	2

	 	—
	 	Perfection Certificate — Lessor






- vii - 









 





     This Indenture, dated as of October 13, 2009 (as amended, supplemented or otherwise modified
from time to time as permitted hereby, the “Indenture”), between EXLP ABS 2009 LLC, a limited
liability company formed under the laws of the State of Delaware (together with its successors and
permitted assigns, the “Issuer”), EXLP ABS LEASING 2009 LLC, a limited liability company formed
under the laws of the State of Delaware (together with its successors and permitted assigns, the
“Lessor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as indenture
trustee (together with any successor appointed in accordance with the terms hereof, the “Indenture
Trustee”).



GRANTING CLAUSE





     (a) To secure the payment of all Outstanding Obligations and the performance and
observance by the Issuer of all of the Issuer’s covenants and agreements contained in this
Indenture and all other Related Documents (all such amounts and other obligations
collectively, the “Secured Obligations”), the Issuer hereby grants, assigns, conveys,
mortgages, pledges, hypothecates, and transfers to the Indenture Trustee for the benefit of
the Noteholders, each Series Enhancer and each Interest Rate Hedge Provider, a security
interest in and to, and a continuing Lien on, all of the Issuer’s right, title and interest
in, to and under the following, whether now owned or existing or hereafter created or
acquired and wherever located:




          (i) All Owner Compressors, all Compressor Related Assets and all rights and remedies of
the Issuer under, or with respect to, the Compressor Related Assets;




          (ii) All Securitization Collections and all amounts, revenues, Proceeds and other sums
of money due or to become due, with respect to the Compressor Related Assets including,
without limitation, (1) all revenues, payments and other moneys, including all insurance
payments and proceeds and claims for losses due, or to become due, to the Issuer under, and
all claims for damages arising out of the breach of any Compressor Related Asset; (2) the
right of the Issuer to terminate, perform under, or compel performance of the terms of each
Compressor Related Asset; and (3) any guarantee of, or credit support with respect to, each
Compressor Related Asset and any rights of the Issuer in respect of any subcontracts or
assignments permitted under the Related Documents;




          (iii) The Contribution Agreement, the Management Agreement, the Intercreditor
Agreement, all Interest Rate Swap Agreements, each Lease and all other Related Documents and
all of the Issuer’s rights and remedies (whether directly or as assignee) under any of the
foregoing agreements;




          (iv) All Securities Accounts and Deposit Accounts, including, without limitation, the
Trust Account, the Lockbox Account, the ABS Lockbox Account (if any), the Purchase Account
and, for the benefit of the Noteholders and the Series Enhancer for the related Series only,
any Series Account; together with all cash and cash equivalents, Money, Eligible
Investments, Financial Assets, Investment Property, Securities



 









 






Entitlements and other instruments or amounts credited to or deposited from time to
time in any of the foregoing;




          (v) All Accounts;




          (vi) All Chattel Paper;




          (vii) All Commercial Tort Claims;




          (viii) All Contracts;




          (ix) All Documents;




          (x) All Equipment;




          (xi) All General Intangibles and all Payment Intangibles (including, if a General
Intangibles, all membership interests in the Lessor);




          (xii) All Goods;




          (xiii) All Instruments;




          (xiv) All Intellectual Property;




          (xv) All Inventory;




          (xvi) All Investment Property (including, if Investment Property, the membership
interests in the Lessor);




          (xvii) All Letter-of-Credit Rights;




          (xviii) All Money;




          (xix) All Records;




          (xx) All Supporting Obligations;




          (xxi) All property of the Issuer held by the Indenture Trustee including, without
limitation, all property of every description now or hereafter in the possession or custody
of or in transit to the Indenture Trustee for any purpose, including, without limitation,
safekeeping, collection or pledge, for the account of the Issuer, or as to which the Issuer
may have any right or power (but only to the extent such property relates to the Owner
Compressors and other Collateral acquired from time to time);




          (xxii) All insurance proceeds of the Owner Compressors and the other Collateral and all
proceeds of the voluntary or involuntary disposition of the Owner Compressors and the other
Collateral;



2









 






          (xxiii) Any and all payments made or due to the Issuer in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the
Owner Compressors and the other Collateral by any Governmental Authority and any other cash
or non-cash receipts from the sale, exchange, collection or other disposition of the Owner
Compressors and the other Collateral; and




          (xxiv) To the extent not otherwise included above, all income, payments and Proceeds of
each of the foregoing and all accessions to, substitutions and replacements for, and rents,
profits and products of each of the foregoing; and




     (b) To secure the payment of all Outstanding Obligations and the performance and
observance by the Lessor of all of the Lessor’s covenants and agreements contained in this
Indenture and all other Related Documents (all such amounts and other obligations
collectively, the “Lessor Secured Obligations”), the Lessor hereby grants, assigns, conveys,
mortgages, pledges, hypothecates, and transfers to the Issuer, and the Issuer hereby assigns
to the Indenture Trustee for the benefit of the Noteholders, each Series Enhancer and each
Interest Rate Hedge Provider, a security interest in and to, and a continuing Lien on, all
of the Lessor’s right, title and interest in, to and under the following, whether now owned
or existing or hereafter created or acquired and wherever located:




          (i) All Owner Compressors, all Compressor Related Assets and all rights and remedies of
the Lessor under, or with respect to, the related Compressor Related Assets;




          (ii) The Lease;




          (iii) All amounts received or receivable under the Lease;




          (iv) All amounts, revenues, Proceeds and other sums of money due or to become due, with
respect to the Compressor Related Assets including, without limitation, (1) all revenues,
payments and other moneys, including all insurance payments and proceeds and claims for
losses due, or to become due, to the Issuer under, and all claims for damages arising out of
the breach of any Compressor Related Asset; (2) the right of the Lessor to terminate,
perform under, or compel performance of the terms of each Compressor Related Asset; and (3)
any guarantee of, or credit support with respect to, each Compressor Related Asset and any
rights of the Lessor in respect of any subcontracts or assignments permitted under the
Related Documents;




          (v) The Compressor Transfer Certificate, the Management Agreement, the Intercreditor
Agreement, each Lease and all other Related Documents and all of the Lessor’s rights and
remedies (whether directly or as assignee) under any of the foregoing agreements;




          (vi) All Accounts;




          (vii) All Chattel Paper;



3









 






          (viii) All Commercial Tort Claims;




          (ix) All Contracts;




          (x) All Documents;




          (xi) All Equipment;




          (xii) All General Intangibles and all Payment Intangibles;




          (xiii) All Goods;




          (xiv) All Instruments;




          (xv) All Intellectual Property;




          (xvi) All Inventory;




          (xvii) All Investment Property;




          (xviii) All Letter-of-Credit Rights;




          (xix) All Money;




          (xx) All Records;




          (xxi) All Supporting Obligations;




          (xxii) All property of the Lessor held by the Indenture Trustee including, without
limitation, all property of every description now or hereafter in the possession or custody
of or in transit to the Indenture Trustee for any purpose, including, without limitation,
safekeeping, collection or pledge, for the account of the Issuer, or as to which the Issuer
may have any right or power (but only to the extent such property relates to the Owner
Compressors and other Collateral acquired from time to time);




          (xxiii) All insurance proceeds of the Owner Compressors and the other Collateral and
all proceeds of the voluntary or involuntary disposition of the Owner Compressors and the
other Collateral;




          (xxiv) Any and all payments made, or due to, the Lessor in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the
Owner Compressors and the other Collateral by any Governmental Authority and any other cash
or non-cash receipts from the sale, exchange, collection or other disposition of the Owner
Compressors and the other Collateral; and




          (xxv) To the extent not otherwise included above, all income, payments and Proceeds of
each of the foregoing and all accessions to, substitutions and replacements for, and rents,
profits and products of each of the foregoing.



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All of the property described in this Granting Clause is herein collectively called the
“Collateral”; Collateral described in (a) of this Granting Clause is the “Issuer Collateral” and
collateral described in (b) of this Granting Clause is the “Lessor Collateral.” Notwithstanding
the foregoing Grant, (i) no account, instrument, chattel paper or other obligation or property of
any kind due from, owed by, or belonging to, a Sanctioned Person and (ii) no User Contract in which
the User is a Sanctioned Person, shall, in either instance, constitute Collateral.




     For avoidance of doubt it is expressly understood and agreed that, to the extent the UCC is
revised subsequent to the date hereof such that the definition of any of the foregoing terms
included in the description of Collateral is changed, the parties hereto desire that any property
which is included in such changed definitions which would not otherwise be included in the
foregoing grant on the date hereof be included in such grant immediately upon the effective date of
such revision, it being the intention of the Issuer that the description of Collateral set forth
above be construed to include the broadest range of assets. Notwithstanding the immediately
preceding sentence, the foregoing grant is intended to apply immediately on the date hereof to all
Collateral to the fullest extent permitted by Applicable Law regardless of whether any particular
item of Collateral is currently subject to the UCC.



     The Issuer hereby irrevocably authorizes the Indenture Trustee and the Deal Agent at any time,
and from time to time, to file, without the signature of the Issuer, in any filing office in any
jurisdiction necessary or desirable to perfect the security interests and Liens granted herein or
in any other Related Documents, any financing statements (including any such financing statement
claiming a security interest in all assets of the Issuer), continuation statements and amendments
thereto that (i) indicate or describe the Collateral regardless of whether any particular asset
comprised in the Collateral falls within the scope of Article 9 of the UCC, in the same manner as
described herein or in any other manner as the Indenture Trustee or the Deal Agent may determine in
its sole discretion is necessary or desirable to ensure the perfection of the security interests
and Liens granted herein, or (ii) provide any other information required by Article 9 of the UCC
for the sufficiency or filing office acceptance of any financing statement or amendment, including
whether the Issuer is an organization, the type of organization and any organizational
identification number issued to the Issuer. The Issuer agrees to furnish any such information to
the Indenture Trustee or the Deal Agent promptly upon the request from the Indenture Trustee or the
Deal Agent. The Issuer also ratifies its authorization for the Indenture Trustee or the Deal Agent
to have filed in any jurisdiction any like initial financing statements or amendments thereto if
filed prior to the date hereof. Nothing in the foregoing shall be deemed to create an obligation
of the Indenture Trustee to file any financing statements, continuation statements or amendments
thereto.



     The Lessor hereby irrevocably authorizes the Indenture Trustee and the Deal Agent at any time,
and from time to time, to file, without the signature of the Lessor, in any filing office in any
jurisdiction necessary or desirable to perfect the security interests and Liens granted herein or
in any other Related Documents, any financing statements (including any such financing statement
claiming a security interest in all assets of the Lessor), continuation statements and amendments
thereto that (i) indicate or describe the Collateral regardless of whether any particular asset
comprised in the Collateral falls within the scope of Article 9 of the UCC, in the same manner as
described herein or in any other manner as the Indenture Trustee or the Deal Agent may determine in
its sole discretion is necessary or desirable to ensure the perfection of



5









 







the security interests and Liens granted herein, or (ii) provide any other information
required by Article 9 of the UCC for the sufficiency or filing office acceptance of any financing
statement or amendment, including whether the Lessor is an organization, the type of organization
and any organizational identification number issued to the Lessor. The Lessor agrees to furnish
any such information to the Indenture Trustee or the Deal Agent promptly upon the request from the
Indenture Trustee or the Deal Agent. The Lessor also ratifies its authorization for the Indenture
Trustee or the Deal Agent to have filed in any jurisdiction any like initial financing statements
or amendments thereto if filed prior to the date hereof. Nothing in the foregoing shall be deemed
to create an obligation of the Indenture Trustee to file any financing statements, continuation
statements or amendments thereto.



ARTICLE I




DEFINITIONS




          Section 101 Defined Terms. Capitalized terms used in this Indenture shall have the meanings given to such terms in Appendix
A hereto, as such Appendix may be amended, restated, supplemented or otherwise modified from time
to time in accordance with the provisions of this Indenture, and the rules of usage set forth in
Appendix A shall apply to this Indenture.




          Section 102 Other Definitional Provisions. (a)With respect to any Series, all terms used herein and not otherwise defined herein shall have
the meanings ascribed to such terms in the related Supplement.





     (b) All terms defined in this Indenture shall have the defined meanings when used in
any agreement, certificate or other document made or delivered pursuant hereto, including
any Supplement, unless otherwise defined therein.




     (c) As used in this Indenture and in any certificate or other document made or
delivered pursuant hereto or thereto, accounting terms not defined in this Indenture or in
any such certificate or other document, and accounting terms partly defined in this
Indenture or in any such certificate or other document to the extent not defined, shall have
the respective meanings given to them under GAAP consistently applied. To the extent that
the definitions of accounting terms in this Indenture or in any such certificate or other
document are inconsistent with the meanings of such terms under GAAP or regulatory
accounting principles, the definitions contained in this Indenture or in any such
certificate or other document shall control.




     (d) With respect to any Collection Period, the “related Record Date,” the “related
Determination Date,” and the “related Payment Date,” shall mean, respectively, the Record
Date occurring on the last Business Day of such Collection Period and the Determination Date
and Payment Date next following the end of such Collection Period.




     (e) With respect to any Series of Notes, the “related Supplement” shall mean the
Supplement pursuant to which such Series of Notes is issued and the “related Series
Enhancer” shall mean the Series Enhancer for such Series of Notes.



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     (f) All references to the Manager’s financial statements shall mean the consolidated
financial statements of the Manager and its consolidated subsidiaries.




     (g) With respect to any ratio analysis required to be performed as of the most recently
completed fiscal quarter, the most recently completed fiscal quarter shall mean the most
recent fiscal quarter for which financial statements were required hereunder to have been
delivered.




     (h) With respect to the calculations of the ratios set forth in this Indenture, the
components of such calculations are to be determined in accordance with GAAP, consistently
applied, with respect to the Manager.



          Section 103 Computation of Time Periods. Unless otherwise stated in this Indenture or any Supplement issued pursuant to the terms hereof,
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 means “to but excluding.”




          Section 104 Power of Attorney. The Issuer hereby appoints the Indenture Trustee as its designee for purposes of exercising any
power of attorney or right granted by the Manager pursuant to the Management Agreement.




ARTICLE II




THE NOTES




          Section 201 Authorization of Notes. (a) The number of Series or Classes of Notes which may be created by this Indenture is not
limited; provided, however, that, the issuance of any Series of Notes shall (i) unless it is the
initial Series of Notes issued pursuant to the terms of this Indenture, comply with the provisions
of Section 1006 hereof and (ii) not result in, or with the giving of notice or the passage of time
or both would result in, the occurrence of a Trigger Event. The aggregate principal amount of
Notes of each Series which may be issued, authenticated and delivered under this Indenture is not
limited except as shall be set forth in any Supplement and as restricted by the provisions of this
Indenture.





     (b) The Notes issuable under this Indenture shall be issued in such Series, and such
Class or Classes within a Series, as may from time to time be created by Supplement pursuant
to this Indenture. Each Series shall be created by a different Supplement and shall be
designated, upon the face thereof, to differentiate the Notes of such Series from the Notes
of any other Series. All of the Notes of a Series shall be identical except to the extent
set forth in the related Supplement. The Issuer intends that each such Note shall
constitute a “security” within the meaning of Article 8 of the UCC.




     (c) Upon satisfaction of and compliance with the requirements and conditions to closing
set forth in the related Supplement, Notes of the Series to be executed and delivered on a
particular Series Issuance Date pursuant to such related Supplement, may be executed by the
Issuer and delivered to the Indenture Trustee for authentication following the execution and
delivery of the related Supplement creating such Series or from time to time thereafter, and
the Indenture Trustee shall authenticate and deliver



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Notes upon an Issuer request set forth in an Officer’s Certificate of the Issuer signed
by one of its Authorized Signatories, without further action on the part of the Issuer.



          Section 202 Form of Notes; Global Notes.





     (a) Notes of any Series or Class may be issued, authenticated and delivered, at the
option of the Issuer, as Public Global Notes, Rule 144A Global Notes, or Definitive Notes or
as may otherwise be set forth in a Supplement, and the form of such Notes shall be
substantially in the form attached as an exhibit to the related Supplement. Notes of each
Series shall be dated the date of their authentication and shall bear interest at such rate,
be payable as to principal, premium, if any, and interest on such date or dates, and shall
contain such other terms and provisions as shall be established in the related Supplement.
Except as otherwise provided in any Supplement, the Notes shall be issued in minimum
denominations of $1,000,000 and in integral multiples of $1,000,000 in excess thereof;
provided that, one Note of each Class may be issued in a nonstandard denomination.




     (b) If the Issuer shall choose to issue Public Global Notes or Rule 144A Global Notes,
such notes shall be issued in the form of one or more Public Global Notes or one or more
Rule 144A Global Notes which (i) shall represent, and shall be denominated in an aggregate
amount equal to, the aggregate principal amount of all Notes to be issued hereunder, (ii)
shall be delivered as one or more Notes held by the Book Entry Custodian, or, if appointed
to hold such Notes as provided below, the Notes shall be registered in the name of the
Depositary or its nominee, (iii) shall be substantially in the form of the exhibits attached
to the related Supplement, with such changes therein as may be necessary to reflect that
each such Note is a Global Note, and (iv) shall each bear a legend substantially to the
effect included in the form of the exhibits attached to the related Supplement.




     (c) Notwithstanding any other provisions of this Section 202 or of Section 205, unless
and until a Global Note is exchanged in whole for Definitive Notes, a Global Note may be
transferred, in whole, but not in part, and in the manner provided in this Section 202, only
by (i) the Depositary to a nominee of such Depositary, (ii) by a nominee of such Depositary
to such Depositary or another nominee of such Depositary, (iii) by such Depositary or any
such nominee to a successor Depositary selected or approved by the Issuer or to a nominee of
such successor Depositary or (iv) in the manner specified in Section 202(d). The Depositary
shall order the Note Registrar to authenticate and deliver any Book Entry Notes and any
Global Note for each Class of Notes having an aggregate initial outstanding principal
balance equal to the initial outstanding balance of such Class. Note Owners shall hold
their respective Ownership Interests in and to such Notes through the book-entry facilities
of the Depositary. Without limiting the foregoing, any Note Owners shall hold their
respective Ownership Interests, if any, in Public Global Notes only through Depositary
Participants.




     (d) If (i) the Issuer elects to issue Definitive Notes, (ii) the Depositary for the
Notes represented by one or more Global Notes at any time notifies the Issuer that it is
unwilling or unable to continue as Depositary of the Notes or if at any time the



8









 






Depositary shall no longer be a clearing agency registered under the Exchange Act and
any other applicable statute or regulation, and a successor Depositary is not appointed or
approved by the Issuer within ninety (90) days after the Issuer receives such notice or
becomes aware of such condition, as the case may be, (iii) the Indenture Trustee, at the
direction of the Majority Holders for a Series of Notes, elects to terminate the book-entry
system through the Depositary with respect to such Series, or (iv) after an Event of Default
or a Manager Default, Noteholders representing more than fifty percent (50%) of a Series
notify the Depositary, or Book Entry Custodian, as the case may be, in writing that the
continuation of a book-entry system through the Depositary, or the Book Entry Custodian, as
the case may be, is no longer in the best interest of the Noteholders of such Series, the
Issuer will promptly execute, and the Indenture Trustee, upon receipt of an Officer’s
Certificate evidencing such determination by the Issuer, will promptly authenticate and make
available for delivery, Definitive Notes without coupons, in authorized denominations and in
an aggregate principal amount equal to the principal amount of the Global Note then
outstanding in exchange for such Global Note or as an original issuance of Notes and this
Section 202(d) shall no longer be applicable to the Notes. Upon the exchange of the Global
Notes for such Definitive Notes without coupons, in authorized denominations, such Global
Notes shall be canceled by the Indenture Trustee. All Definitive Notes shall be issued
without coupons. Such Definitive Notes in definitive form issued in exchange for the Global
Notes pursuant to this Section 202(d) shall be registered in such names and in such
authorized denominations as the Depositary in the case of an exchange or the Note Registrar
in the case of an original issuance, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Indenture Trustee. The Indenture Trustee may
conclusively rely on any such instructions furnished by the Depositary or the Note
Registrar, as the case may be, and shall not be liable for any delay in delivery of such
instructions. The Indenture Trustee shall make such Notes available for delivery to the
Persons in whose names such Notes are so registered.




     (e) As long as the Notes outstanding are represented by one or more Global Notes:




          (i) the Note Registrar and the Indenture Trustee may deal with the Depositary for all
purposes (including the payment of principal of and interest on the Notes) as the authorized
representative of the Note Owners;




          (ii) the rights of Note Owners shall be exercised only through the Depositary and shall
be limited to those established by law and agreements between such Note Owners and the
Depositary and/or the Depositary Participants. Unless and until Definitive Notes are
issued, the Depositary will make book-entry transfers among the Depositary Participants and
receive and transmit payments of principal of, and interest on, the Notes to such Depositary
Participants; and




          (iii) whenever this Indenture requires or permits actions to be taken based upon
instructions or directions of Holders of Notes evidencing a specified percentage of the
voting rights of a particular Series, the Depositary shall be deemed to represent such
percentage only to the extent that it has received instructions to such effect



9









 






from Note Owners and/or Depositary Participants owning or representing, respectively,
such required percentage of the beneficial interest in such Series of Notes (or Class of
Notes) and has delivered such instructions to the Indenture Trustee.




          (f) Whenever a notice or other communication to the Noteholders is required under this
Indenture, unless and until Notes have been issued in definitive form to Note Owners, the
Indenture Trustee shall give all such notices and communications to the Depositary, with a
copy to each Series Enhancer.




          (g) The Indenture Trustee is hereby initially appointed as the Book Entry Custodian and
hereby agrees to act as such in accordance with the agreement that it has with the
Depositary authorizing it to act as such. The Book Entry Custodian may, and, if it is no
longer qualified to act as such, the Book Entry Custodian shall, appoint, by written
instrument delivered to the Issuer and the Depositary, any other transfer agent (including
the Depositary or any successor Depositary) to act as Book Entry Custodian under such
conditions as the predecessor Book Entry Custodian and the Depositary or any successor
Depositary may prescribe; provided that, the predecessor Book Entry Custodian shall not be
relieved of any of its duties or responsibilities by reason of any such appointment of other
than the Depositary. If the Indenture Trustee resigns or is removed in accordance with the
terms hereof, the successor Indenture Trustee or, if it so elects, the Depositary shall
immediately succeed to its predecessor’s duties as Book Entry Custodian. The Issuer and the
Majority Holders for any Series shall have the right to inspect, and to obtain copies of,
any Notes held as Book-Entry Notes by the Book Entry Custodian.




          (h) No transfer of any Class of Note or interest therein shall be made unless that
transfer is made pursuant to an effective registration statement under the Securities Act,
and effective registration or qualification under applicable state securities laws, or is
made in a transaction that does not require such registration or qualification. If a
transfer of any Definitive Note is to be made without registration under the Securities Act
(other than in connection with the initial issuance thereof or a transfer thereof by the
Depositary or one of its Affiliates), then the Note Registrar shall refuse to register such
transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a
certificate from such Noteholder substantially in the form attached as Exhibit A hereto or
such other certification reasonably acceptable to the Indenture Trustee and a certificate
from such Noteholder’s prospective transferee substantially in the form attached as Exhibit
A hereto or such other certification reasonably acceptable to the Indenture Trustee; or (ii)
an Opinion of Counsel satisfactory to the Indenture Trustee (which Opinion of Counsel shall
not be an expense of the Issuer or any Affiliate thereof) to the effect that such transfer
may be made without registration under the Securities Act, together with the written
certification(s) as to the facts surrounding such transfer from the Noteholder desiring to
effect such transfer and/or such Noteholder’s prospective transferee on which such Opinion
of Counsel is based. If such a transfer of any interest in a Book-Entry Note is to be made
without registration under the Securities Act, the transferor will be deemed to have made
each of the representations and warranties set forth on Exhibit A hereto in respect of such
interest as if it was evidenced by a Definitive Note and the transferee will be deemed to
have made each of the representations and warranties set forth in either



10









 






Exhibit A hereto in respect of such interest as if it was evidenced by a Definitive
Note. None of the Depositary, the Issuer, the Indenture Trustee or the Note Registrar is
obligated to register or qualify any Class of Notes under the Securities Act or any other
securities law or to take any action not otherwise required under this Indenture to permit
the transfer of any Note or interest therein without registration or qualification. Any
Noteholder or Note Owner desiring to effect such a transfer shall, and does hereby agree to,
indemnify the Depositary, the Issuer, the Indenture Trustee, each Series Enhancer and the
Note Registrar against any liability that may result if the transfer is not so exempt or is
not made in accordance with such federal and state laws.



          Section 203 Execution; Recourse Obligation.





     (a) The Notes shall be executed on behalf of the Issuer by manual or facsimile
signature of an Authorized Signatory of the Issuer. The Notes shall be dated the date of
their authentication by the Indenture Trustee.




     (b) In case any Authorized Signatory of the Issuer whose signature or facsimile
signature shall appear on the Notes shall cease to be an Authorized Signatory of the Issuer
before the authentication by the Indenture Trustee or the delivery of such Notes, such
signature or facsimile signature shall nevertheless be valid, sufficient and binding for all
purposes.




     (c) All Notes and the interest thereon shall be recourse obligations of the Issuer and
shall be secured by the Collateral. The Notes shall never constitute obligations of the
Indenture Trustee, the Contributor, the Manager, any Series Enhancer or of any shareholder
or any Affiliate of any such Person (other than the Issuer) or any officers, directors,
employees or agents of any thereof, and no recourse may be had under or upon any obligation,
covenant or agreement of this Indenture, any Supplement or of any Notes, or for any claim
based thereon or otherwise in respect thereof, against any incorporator or against any past,
present, or future owner, partner of an owner or any officer, employee or director thereof
or of any successor entity, or any other Person, either directly or through the Issuer,
whether by virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly agreed that this Indenture and the
obligations issued hereunder and under any Supplements hereto are solely obligations of the
Issuer, and that no such personal liability whatever shall attach to, or is or shall be
incurred by, any other Person under or by reason of this Indenture, any Supplement or any
Notes or implied therefrom, or for any claim based thereon or in respect thereof, all such
liability and any and all such claims being hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and the issuance
of such Notes. Except as may be provided in any Supplement, no Person other than the Issuer
shall be liable for any obligation of the Issuer under this Indenture or any Note or any
losses incurred by any Noteholder.




     (d) Each of the Issuer and the Lessor hereby agree that it is jointly and severally
liable for all of the Outstanding Obligations, regardless of the actual allocation of the
proceeds of the Notes among each of them. Each of the Issuer and the Lessor accept joint
and several liability for all Outstanding Obligations in consideration of the



11









 






financial accommodation to be provided by this Indenture to each of them, for the
mutual benefit, directly and indirectly, of the Issuer and the Lessor and in consideration
of the undertakings by each of them to accept joint and several liability for the
Outstanding Obligations.



          Each of the Issuer and the Lessor jointly and severally hereby irrevocably and unconditionally
accepts, not merely as a surety but also as a co-debtor, joint and several liability with each
other with respect to the payment and performance of all of the Outstanding Obligations, it being
the intention of the parties hereto that all of the Outstanding Obligations shall be the joint and
several obligations of each of them without preferences or distinction among them.




          The obligations of the Issuer and the Lessor under the provisions of this Section 203
constitute full recourse obligations of each of them, enforceable against it to the full extent of
its properties and assets, irrespective of the validity, regularity or enforceability of this
Indenture or any other Related Document against the other or any other circumstances whatsoever
that under applicable law might constitute a defense to the joint and several obligations of such
Person.




          Section 204 Certificate of Authentication. No Notes shall be secured hereby or entitled to the benefit hereof or shall be or become valid
or obligatory for any purpose unless there shall be endorsed thereon by manual signature a
certificate of authentication by the Indenture Trustee, substantially in the form set forth in the
form of Note attached to the related Supplement. Such certificate on any Note issued by the Issuer
shall be conclusive evidence and the only competent evidence that it has been duly authenticated
and delivered hereunder.




          At the written direction of the Issuer, the Indenture Trustee shall authenticate and deliver
the Notes. The Notes shall be dated the date of authentication and delivery thereto by the
Indenture Trustee. It shall not be necessary that the same Authorized Signatory of the Indenture
Trustee execute the certificate of authentication on each of the Notes.




          Section 205 Registration; Registration of Transfer and Exchange of Notes.





     (a) The Indenture Trustee shall keep at its Corporate Trust Office books in written
form for the registration and transfer or exchange of the Notes (the “Note Register”). The
Issuer hereby appoints the Indenture Trustee as its registrar (the “Note Registrar”) and
transfer agent to keep such books and make such registrations and transfers or exchanges as
are hereinafter set forth in this Section 205 and also authorizes and directs the Indenture
Trustee to provide, upon written request by the Deal Agent or the Majority Holders, a copy
of such registration record to the Deal Agent or the Majority Holders, as the case may be.
The names and addresses of the Holders of all Notes and all transfers of, and the names and
addresses of the transferee of, all Notes will be registered in such Note Register. The
Person in whose name any Note is registered shall be deemed and treated as the owner and
Holder thereof for all purposes of this Indenture, and the Indenture Trustee, any Noteholder
and the Issuer shall not be affected by any notice or knowledge to the contrary.



12









 






     (b) Payments of principal, premium, if any, and interest on any Note shall be payable
on each Payment Date only to the registered Holder thereof on the Record Date immediately
preceding such Payment Date. The principal of, premium, if any, and interest on each Note
shall be payable at the Corporate Trust Office of the Indenture Trustee in immediately
available funds in such coin or currency of the United States of America as at the time for
payment shall be legal tender for the payment of public and private debts. Notwithstanding
the foregoing or any provision in any Note to the contrary, if so requested by the
registered Holder of any Note by written notice to the Indenture Trustee, all amounts
payable to such registered Holder may be paid either (i) by crediting the amount to be
distributed to such registered Holder to an account maintained by such registered Holder
with the Indenture Trustee or by transferring such amount by wire to such other bank in the
United States, including a Federal Reserve Bank, as shall have been specified in such
notice, for credit to the account of such registered Holder maintained at such bank, or (ii)
by mailing a check to such address as such Holder shall have specified in such notice, in
either case (subject to the provisions of Section 207 hereof) without any presentment or
surrender of such Note to the Indenture Trustee at the Corporate Trust Office of the
Indenture Trustee.




     (c) Upon surrender for registration of transfer of any Note at the Corporate Trust
Office and subject to the conditions of this Section 205, the Issuer shall execute and the
Indenture Trustee or its agent, upon written request, shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Notes of the same Class,
of any authorized denominations and of a like aggregate original principal amount.




     (d) All Notes issued upon any registration of transfer or exchange of Notes shall be
the legal, valid and binding obligations of the Issuer, evidencing the same debt, and
entitled to the same benefits under this Indenture and any Supplement, as the Notes
surrendered upon such registration of transfer or exchange.




     (e) Every Note presented or surrendered for registration of transfer or for exchange
shall (if so required by the Issuer or the Indenture Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the Issuer and the
Indenture Trustee duly executed, by the Holder thereof or his attorney duly authorized in
writing.




     (f) Any service charge, fees or expenses made or expense incurred by the Indenture
Trustee for any such registration, discharge from registration or exchange referred to in
this Section 205 shall be paid by the Noteholder. The Indenture Trustee or the Issuer may
require payment by the Holder of a sum sufficient to cover any tax expense or other
governmental charge payable in connection therewith.




     (g) If Notes are issued or exchanged in definitive form under Section 202, such Notes
will not be registered by the Indenture Trustee unless each Prospective Owner provides the
Manager, the Issuer, the Indenture Trustee and any Replacement Manager with a written
representation that the statements in either clauses (i) or (ii) of Section 208 is an
accurate representation as to all sources of funds to be used to pay the purchase price of
the Notes.



13









 






     (h) No transfer of a Note shall be deemed effective unless (x) the transferee of such
Note has certified (or shall have been deemed to have certified) that it is not a Competitor
and (y) the registration and prospectus delivery requirements of Section 5 of the Securities
Act and any applicable state securities or “Blue Sky” laws are complied with, or such
transfer is exempt from the registration and prospectus delivery requirements under the
Securities Act and such laws. In the event that a transfer is to be made without
registration or qualification, such Noteholder’s prospective transferee shall deliver to the
Indenture Trustee an investment letter substantially in the form of Exhibit A hereto (the
“Investment Letter”). The Indenture Trustee is not under any obligation to register the
Notes under the Securities Act or any other securities law or to bear any expense with
respect to such registration by any other Person or monitor compliance of any transfer with
the securities laws of the United States, regulations promulgated in connection thereto or
ERISA unless the Notes are issued or exchanged in definitive form under Section 202.




     (i) Notwithstanding the foregoing, the restrictions set forth in clauses (g) and (h) of
Section 205 hereof shall not be applicable to any transfer of any Note (or an interest
therein) by any Noteholder to any liquidity provider or other provider of credit enhancement
to a Noteholder as provided in the Supplement for a Series of Warehouse Notes.



          Section 206 Mutilated, Destroyed, Lost and Stolen Notes. (a) If (i) any mutilated Note is surrendered to the Indenture Trustee or the Note Registrar, or
the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of
any Note, and (ii) there is delivered to the Indenture Trustee and the Issuer with respect to such
Note, such security or indemnity as the Indenture Trustee and the Issuer may require to hold the
Indenture Trustee and the Issuer (and any agent of either of them) harmless (the unsecured
indemnity of a Rated Institutional Noteholder being deemed satisfactory for such purpose), then the
Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same
Series and Class and maturity and of like terms as the mutilated, destroyed, lost or stolen Note;
provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall
have become, or within thirty (30) days shall be or become due and payable, the Issuer may pay such
destroyed, lost or stolen Note when so due or payable instead of issuing a replacement Note.





     (b) If, after the delivery of such replacement Note, or payment of a destroyed, lost or
stolen Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of the
original Note in lieu of which such replacement Note was issued presents for payment such
original Note, the Issuer and the Indenture Trustee shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any and all loss, damage, cost or
expense incurred by the Issuer or the Indenture Trustee in connection therewith.




     (c) The Indenture Trustee and the Issuer may, for each new Note authenticated and
delivered under the provisions of this Section 206, require the advance payment by the
Noteholder of the expenses, including counsel fees, service charges and any tax or
governmental charge which may be incurred by the Indenture Trustee or the



14









 






Issuer. Any Note issued under the provisions of this Section 206 in lieu of any Note
alleged to be destroyed, mutilated, lost or stolen, shall be equally and proportionately
entitled to the benefits of this Indenture with all other Notes of the same Series and
Class. The provisions of this Section 206 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Notes.



          Section 207 Delivery, Retention and Cancellation of Notes. Each Noteholder is required, and hereby agrees, to surrender to the Indenture Trustee, prior to
the Legal Final Maturity Date for such Series, any Note on which the final payment due thereon has
been made. Any such Note as to which the Indenture Trustee has made or holds the final payment
thereon shall be deemed canceled and, unless any unreimbursed payment on such Note has been made by
a Series Enhancer for such Series, shall no longer be Outstanding for any purpose of this
Indenture, whether or not such Note is ever returned to the Indenture Trustee. Matured Notes
delivered upon final payment to the Indenture Trustee and any Notes transferred or exchanged for
other Notes shall be canceled and disposed of by the Indenture Trustee in accordance with its
policy of disposal and the Indenture Trustee shall promptly deliver to the Issuer such canceled
Notes upon reasonable prior written request. If the Indenture Trustee shall acquire, for its own
account, any of the Notes, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Notes. If the Issuer shall acquire any of the Notes, such
acquisition shall operate as a redemption or satisfaction of the indebtedness represented by such
Notes. Notes which have been canceled by the Indenture Trustee in accordance with the terms of
this Indenture shall be deemed paid and discharged for all purposes under this Indenture.




          Section 208 ERISA Deemed Representations. Each prospective initial Noteholder acquiring Notes, each prospective transferee acquiring the
Notes, and each prospective owner (or transferee thereof) of a beneficial interest in Notes (each,
a “Prospective Owner”) will be deemed to have represented by such purchase to the Issuer, the
Indenture Trustee, the Manager and any Replacement Manager that either (i) it is not acquiring the
Notes with the assets of a Plan or (ii) the acquisition and holding of the Notes will not give rise
to a nonexempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code.




          Section 209 Determination of Requisite Global Majority. A requisite global majority (a “Requisite Global Majority”) shall exist with respect to any
action proposed to be taken pursuant to the terms of the Indenture or any Related Document if: (a)
Noteholders representing more than fifty percent (50%) of the Aggregate Note Principal Balance
shall approve or direct such proposed action (in making such a determination, a Series of Warehouse
Notes for which the Commitment Termination Date has not occurred shall be deemed to have an unpaid
principal balance equal to the aggregate Existing Commitment of such Series); and (b) if any Series
of Notes then has the benefit of a Series Enhancement, unless Noteholders representing in aggregate
more than sixty-six and two thirds percent (66 2/3%) of the Aggregate Note Principal Balance shall
have approved or directed such proposed action, each Series Enhancer with respect to each Series of
Notes shall have also approved or directed such proposed action.




          Except as otherwise provided in Section 1002, the Indenture Trustee, provided it has sent out
notices in accordance with this Indenture, shall act as directed by the Requisite




15









 




Global Majority. In addition, the Indenture Trustee shall not have any liability for failing
to act if not directed by the Requisite Global Majority in a reasonably timely manner. By
acceptance of a Note, each Noteholder and Note Owner agree to the foregoing provisions.




ARTICLE III




PAYMENT OF NOTES; ESTABLISHMENT OF ACCOUNTS; CONTROL REQUIREMENTS;

STATEMENTS TO NOTEHOLDERS




          Section 301 Principal and Interest. Distributions of principal, premium, if any, and interest on any Series or Class of Notes shall
be made to Noteholders of each Series and Class as set forth in Section 302 of this Indenture and
the related Supplement. The Overdue Rate for the Note of any Series shall be as set forth in the
related Supplement.




          Section 302 Trust Account. (a) On or prior to the Closing Date, the Indenture Trustee shall establish and maintain the
Trust Account with Wells Fargo Bank, National Association until all Outstanding Obligations and all
amounts owing by the Issuer pursuant to the terms of each Enhancement Agreement and each Interest
Rate Swap Agreement have been paid in full. The Trust Account shall be in the name of the
Indenture Trustee, on behalf of the Noteholders, each Interest Rate Hedge Provider and each Series
Enhancer, pursuant to the terms of this Indenture. Neither the Issuer nor the Indenture Trustee
shall establish any additional Trust Accounts or other bank or investment accounts without the
prior written consent of the Majority Holders. The Issuer shall promptly notify each Interest Rate
Hedge Provider of any new or additional Trust Account established subsequent to the Closing Date.





     (b) The Issuer shall cause all Securitization Collections (whether received directly by
the Issuer or on deposit from time to time in the Lockbox Account or the ABS Lockbox
Account) to be deposited into the Trust Account or, to the extent provided herein, the
Purchase Account.




     (c) The Issuer hereby directs and authorizes the Indenture Trustee, upon the Indenture
Trustee’s receipt of any written request (which may be given by e-mail) on any Business Day
to distribute to the Manager from the Trust Account on a Business Day other than a Payment
Date funds in an amount equal to the sum of (i) an estimate (based on actual accrued amounts
as of the date of such request) of the Operations Fee and S&A Fee expected to be paid on the
immediately succeeding Payment Date; (ii) an estimate of the Overhaul Fee (based on actual
accrued amounts as of the date of such request) expected to be paid on the immediately
succeeding Payment Date; and (iii) an estimate of the Incentive Management Fee expected to
be paid on the immediately succeeding Payment Date; provided, however, that notwithstanding
any right of the Manager pursuant hereto or pursuant to the Management Agreement to request
such interim distributions with respect to the Operations Fee, S&A Fee, Overhaul Fee, and
Incentive Management Fee, such interim distributions shall be made on not more than one
occasion in each calendar month and only so long as (i) no Event of Default or Manager
Default shall have occurred and be continuing, (ii) the Manager Termination Date shall not
have occurred unless the Indenture Trustee (acting at the direction of the Requisite Global



16









 






Majority) shall have consented to such interim distribution(s) and (iii) no Asset Base
Deficiency is then existing or would result from such payments; provided further, that if a
Trigger Event shall occur following any such interim distributions but prior to or on the
next succeeding Payment Date, if the Manager shall fail to immediately remit to the Trust
Account, pursuant to Section 7.3 of the Management Agreement, all (or any portion of) such
interim distributions, then the Issuer shall remit to the Trust Account any shortfall with
respect to any such amounts which are required to be remitted to the Trust Account.



          In addition, the Issuer hereby directs and authorizes the Indenture Trustee, upon the
Indenture Trustee’s receipt of a written request from the Manager on any Business Day, to
distribute on not more than one occasion in any calendar month from the Trust Account on a Business
Day other than a Payment Date in an amount equal to, so long as all Scheduled Principal Payment
Amounts and Supplemental Principal Payment Amounts for all Series of Notes then Outstanding were
paid in full on the immediately preceding Payment Date, all Ineligible Collections then on deposit
in the Trust Account and Estimated Excess Cash Flow, provided, however, that such that all of the
following conditions precedent must be satisfied on each such interim distribution date: (i) no
Prospective Trigger Event or Trigger Event shall have occurred and then be continuing, (ii) the
Manager Termination Date shall not have occurred unless the Indenture Trustee (acting at the
direction of the Requisite Global Majority) shall have consented to such interim distribution(s),
(iii) no Asset Base Deficiency is then existing or would result from such payments, and (iv) after
giving effect to such proposed withdrawal and any withdrawal that has been or will be made pursuant
to the immediately preceding paragraph, the remaining Available Distribution Amount for the
immediately succeeding Payment Date then on deposit in the Trust Account shall be not less than one
hundred fifty percent (150%) of the remaining amounts to be distributed under clauses (1)-(19) of
Section 302(d) on the immediately succeeding Payment Date, as reduced by any amounts distributed
during the related Collection Period pursuant to Section 302(c) above; provided further, that if a
Trigger Event shall occur following any such interim distributions but prior to or on the next
succeeding Payment Date, if the Manager shall fail to immediately remit to the Trust Account,
pursuant to Section 7.3 of the Management Agreement, (i) all (or any portion of) such interim
distributions and (ii) all (or any portion of) payments of, and reimbursement for, Impositions paid
or received by the Manager since the immediately preceding Payment Date, then the Issuer shall
remit to the Trust Account any shortfall with respect to any such amounts which are required to be
remitted to the Trust Account..




          All interim distributions pursuant to the provisions of this Section 302(c) shall be made on
the same day on which such request of the Manager is received, unless such request is received
after 10:00 a.m., New York City time, in which case such amount shall be distributed on the
immediately succeeding Business Day. The Indenture Trustee is under no obligation to verify that
the conditions to any interim distributions set forth in this Section 302(c) have been satisfied
before making such distributions; provided, however, that the Indenture Trustee shall not make any
such interim distributions if it shall have received written notice from the Issuer, the Deal Agent
or the Majority Holders that such applicable conditions are not satisfied and the Indenture Trustee
shall not have received any subsequent notice from such Person terminating such earlier notice.




17









 









     (d) On each Payment Date on which no Event of Default is then continuing, the Indenture
Trustee (based on the Manager Report delivered to it pursuant to the Management Agreement),
shall distribute the Available Distribution Amount (as reduced by any amounts distributed
during the related Collection Period pursuant to Section 302(c) above) from the Trust
Account by wire transfer in immediately available funds to the following Persons in the
following order of priority and in the following amounts:




               (1) to the Indenture Trustee, an amount equal to the sum of (i) all Indenture
Trustee’s Fees and (ii) Indenture Trustee Indemnified Amounts then due and payable
for all Series then Outstanding; provided, however, that the amount set forth in
clause (ii) shall not exceed $20,000 annually for each Series then Outstanding;




               (2) to the Manager, reimbursement for any unpaid Manager Advances in accordance
with the terms of the Management Agreement;




               (3) to the Manager, an amount equal to any Management Fee then due and payable
(which amounts shall have been reduced for any estimated Management Fee previously
distributed to the Manager pursuant to Section 302(c) hereof);




               (4) first, to the Back-up Manager, an amount equal to any Back-up Manager Fee
then due and owing and not previously paid by the Manager; and second, after the
payments pursuant to clause first have been paid, to the Manager, an amount equal to
any Back-up Manager Fee previously paid by the Manager and not previously
reimbursed;




               (5) if the Manager is not an EXLP Affiliate, then first, to each applicable
insurance provider or such other Person to whom such amounts are payable, on a pro
rata basis based on the relative amounts then owing, an amount equal to any premiums
then due in respect of Property Insurance and Liability Insurance (to the extent not
paid by any EXLP Affiliate), and second, to the Deal Agent, an amount equal to any
unreimbursed premiums previously paid by the Deal Agent in respect of Property
Insurance and Liability Insurance (to the extent not paid by any EXLP Affiliate);




               (6) to each Interest Rate Hedge Provider (on a pro rata basis based on the
relative amounts owing to all such Interest Rate Hedge Providers), an amount equal
to any scheduled payments (other than termination payments) and any accrued interest
thereon, then due and payable pursuant to the terms of all Interest Rate Swap
Agreements then in effect to which such Interest Rate Hedge Provider is a
counterparty with the Issuer;




               (7) to each Series Enhancer, on a pro rata basis based on the relative amounts
of Premium owing to each Series Enhancer, an amount equal to all Premiums then due
and payable to such Series Enhancer;



18









 






               (8) to the Series Account for each Series of Notes then Outstanding, an amount
equal to the Interest Payments for each such Series then due and payable (provided
that any portion of the Interest Payments relating to the reimbursement of Interest
Payments previously paid by a Series Enhancer (together with interest thereon at the
rate specified in the applicable Enhancement Agreement) shall be paid directly to
the related Series Enhancer). If sufficient funds do not exist on such Payment Date
to pay in full all amounts then due and owing pursuant to this clause (8), the
remaining Available Distribution Amount shall be allocated among all Series of Notes
then Outstanding in the same proportion as the ratio of (x) the Interest Payments
then due and owing with respect to a particular Series of Notes, to (y) the
aggregate amount of all Interest Payments then due and owing to all Series of Notes
pursuant to this clause (8);




               (9) in payment of the amounts described in clauses (A) and (B) below:




          (A) to the Series Account for each Series of Warehouse Notes then
Outstanding, on a pro rata basis, an amount equal to the sum of the
Commitment Fees then due and payable, and




          (B) to each Series Enhancer, on a pro rata basis, an amount equal to
all Series Enhancer Commitment Fees for each such Series then due and
payable.


If sufficient funds do not exist to pay in full all such amounts then due and payable pursuant to
this clause (9) on any Payment Date, the remaining Available Distribution Amount shall be allocated
among each such Person in the same proportion as the ratio of (x) the amount then due and owing to
each such Person pursuant to the provisions of this clause (9) to (y) the aggregate amount then due
and owing pursuant to the provisions of this clause (9);





               (10) to the Manager, an amount equal to the Overhaul Fee then due and payable
(which amount shall have been reduced for any estimated Overhaul Fee previously
distributed to the Manager pursuant to Section 302(c) hereof);




               (11) in payment of the amounts set forth in clauses (A) and (B) below:




          (A) to the Series Account for each Series of Term Notes and each Series
of Warehouse Notes with respect to which its Commitment Termination Date has
occurred, the Minimum Principal Payment Amounts then due and owing for each
such Series on such Payment Date to be paid in accordance with Section
302(f) hereof;




          (B) to each Interest Rate Hedge Provider (on a pro rata basis based on
the relative amounts then owing), the amount of all Note Partial Termination
Amounts then due and payable with respect to all Interest Rate Swap
Agreements to which it is a counterparty with the Issuer.



19









 




If sufficient funds do not exist to pay in full all such amounts then due and payable pursuant to
this clause (11) on any Payment Date, the remaining Available Distribution Amount shall be
allocated among each such Person in the same proportion as the ratio of (x) the amount then due and
owing to each such Person pursuant to the provisions of this clause (11) to (y) the aggregate
amount then due and owing pursuant to the provisions of this clause (11);





               (12) to the Series Account for each Series of Term Notes and each Series of
Warehouse Notes with respect to which its Commitment Termination Date has occurred,
the Scheduled Principal Payment Amount then due and owing for each such Series on
such Payment Date to be paid in accordance with Section 302(f) hereof;




               (13) to the Series Account for each Series of Notes then Outstanding in
accordance with the provisions of Section 302(g), the portion (if any) of the
Supplemental Principal Payment Amount that is distributable with respect to such
Series of Notes pursuant to Section 702(b);




               (14) if the Manager is not an EXLP Affiliate, then first to the Person (other
than any EXLP Affiliate) to whom any Management Related Expenses are payable, the
amount of any Management Related Expenses due and owing to such Person, and second
to the Deal Agent for any Series, an amount equal to any unreimbursed Management
Related Expenses previously paid by the Deal Agent;




               (15) to the Manager, an amount equal to any Excess Operations Expenses and any
Excess S&A Expenses then due and payable;




               (16) to the Manager, an amount equal to any Incentive Management Fee then due
and payable (which amount shall have been reduced by any estimated Incentive
Management Fee previously distributed to the Manager pursuant to Section 302(c)
hereof for the relevant Collection Period);




               (17) to each Interest Rate Hedge Provider (on a pro rata basis based on the
relative amounts owing), an amount equal to any unpaid termination payments, and
accrued interest thereon, then due and payable pursuant to the terms of any Interest
Rate Swap Agreement;




               (18) to each of the Persons described in clauses (A) through (F) below, an
amount equal to any indemnification payments and other amounts (including Default
Fee) then owing pursuant to the terms of the Related Documents:




          (A) each Noteholder and each Person claiming through any Noteholder
(which amounts shall be paid into the Series Account for the applicable
Series of Notes held by such Noteholder for distribution to such Noteholder
or other Person);




          (B) each Series Enhancer;



20









 






          (C) each Interest Rate Hedge Provider;




          (D) the Deal Agent;




          (E) the Indenture Trustee; and




          (F) if the Manager is not an EXLP Affiliate, the Manager,


If sufficient funds do not exist to pay in full all such amounts then due and payable pursuant to
this clause (18) on any Payment Date, the remaining Available Distribution Amount shall be
allocated among each such Person in the same proportion as the ratio of (x) the amount then due and
owing to each such Person pursuant to the provisions of this clause (18) to (y) the aggregate
amount then due and owing pursuant to the provisions of this clause (18);





               (19) if the Manager is an EXLP Affiliate, to the Manager, all indemnification
payments and other amounts then due and owing to the Manager pursuant to the terms
of the Related Documents; and




               (20) to the Issuer or its designee, any remaining Available Distribution
Amount.




     (e) On each Payment Date on which an Event of Default has occurred and is continuing
(as determined in accordance with Section 818), the Indenture Trustee (based on the Manager
Report delivered to it pursuant to the Management Agreement), shall distribute the Available
Distribution Amount (as reduced by any amounts distributed during the related Collection
Period pursuant to Section 302(c) above) from the Trust Account by wire transfer in
immediately available funds to the following Persons in the following order of priority and
in the following amounts:




               (1) to the Indenture Trustee, an amount equal to the sum of (i) all costs and
expenses incurred by the Indenture Trustee (including the reasonable fees and
expenses of counsel to the Indenture Trustee) and (ii) the sum of (x) all Indenture
Trustee’s Fees and (y) Indenture Trustee Indemnified Amounts then due and payable
(to the extent not paid pursuant to clause (i) hereof) for all Series then
Outstanding; provided, however, that the amount described in clause (y) shall not
exceed $20,000 annually for each Series then Outstanding;




               (2) to the Manager, reimbursement for any unpaid Manager Advances in accordance
with the terms of the Management Agreement;




               (3) to the Manager, any Management Fee then due and payable (which amounts
shall have been reduced for any estimated Management Fee previously distributed to
the Manager pursuant to Section 302(c));




               (4) first, to the Back-up Manager, an amount equal to any Back-up Manager Fee
then due and owing and not previously paid by the Manager; and second, after the
payments pursuant to clause first have been paid,



21









 






to the Manager, an amount equal to any Back-up Manager Fee previously paid by
the Manager and not previously reimbursed;




               (5) if the Manager is not an EXLP Affiliate, then first, to each applicable
insurance provider or such other Person to whom such amounts are payable, on a pro
rata basis based on the relative amounts then owing, an amount equal to any premiums
then due in respect of Property Insurance and Liability Insurance (to the extent not
paid by any EXLP Affiliate), and second, to the Deal Agent, an amount equal to any
unreimbursed premiums previously paid by the Deal Agent in respect of Property
Insurance and Liability Insurance (to the extent not paid by any EXLP Affiliate);




               (6) to each Series Enhancer, on a pro rata basis based on the relative amounts
of Premiums owing to each Series Enhancer, an amount equal to all Premiums then due
and payable to such Series Enhancer;




               (7) to each Interest Rate Hedge Provider (on a pro rata basis based on the
relative amounts owing to all such Interest Rate Hedge Providers), an amount equal
to any scheduled payments (other than termination payments) and any accrued interest
thereon then due and payable pursuant to the terms of all Interest Rate Swap
Agreements then in effect to which such Interest Rate Hedge Provider is a
counterparty with the Issuer;




               (8) to the Series Account for each Series of Notes then Outstanding, an amount
equal to the Interest Payments for each such Series then due and payable (provided
that any portion of the Interest Payments relating to the reimbursement of Interest
Payments previously paid by a Series Enhancer (together with interest thereon at the
rate specified in the applicable Enhancement Agreement) shall be paid directly to
the related Series Enhancer). If sufficient funds do not exist on such Payment Date
to pay in full all amounts then due and owing pursuant to this clause (8), the
remaining Available Distribution Amount shall be allocated among all Series of Notes
then Outstanding in the same proportion as the ratio of (x) the Interest Payment
then due and owing with respect to a particular Series of Notes, to (y) the
aggregate amount of all Interest Payments then due and owing to all Series of Notes
pursuant to this clause (8);




               (9) in payment of the amounts described in clauses (A) and (B) below:




          (A) to the Series Account for each Series of Warehouse Notes then
Outstanding, on a pro rata basis, an amount equal to the sum of the
Commitment Fees then due and payable; and




          (B) to each Series Enhancer, on a pro rata basis, an amount equal to
all Series Enhancer Commitment Fees for each such Series then due and
payable.



22









 




If sufficient funds do not exist to pay in full all such amounts then due and payable pursuant to
this clause (9) on any Payment Date, the remaining Available Distribution Amount shall be allocated
among each such Person in the same proportion as the ratio of (x) the amount then due and owing to
each such Person pursuant to the provisions of this clause (9) to (y) the aggregate amount then due
and owing pursuant to the provisions of this clause (9);





               (10) to the Manager, an amount equal to the Overhaul Fee then due and payable
(which amount shall have been reduced for any estimated Overhaul Fee previously
distributed to the Manager pursuant to Section 302(c) hereof);




               (11) the remaining Available Distribution Amount to be distributed in payment
of the amounts set forth in the following clauses (A), (B) and (C):




          (A) to the Series Account for each Series of Notes then Outstanding (on
a pro rata basis based on the relative unpaid principal balances of each
such Series of Notes then Outstanding), an amount equal to the then unpaid
principal balance of such Series of Notes;




          (B) to each Interest Rate Hedge Provider (on a pro rata basis based on
the relative amounts owing), any amounts then due and payable pursuant to
the terms of any Interest Rate Swap Agreement (to the extent not paid
pursuant to clause (7) above); and




          (C) to each Series Enhancer, an amount equal to all Reimbursement
Amounts then owing to such Series Enhancer on each Series of Notes for which
it provides Series Enhancement;


If sufficient funds do not exist to pay in full all such amounts then due and payable pursuant to
this clause (11) on any Payment Date, the remaining Available Distribution Amount shall be
allocated among each such Person in the same proportion as the ratio of (x) the amount then due and
owing to each such Person pursuant to the provisions of this clause (11) to (y) the aggregate
amount then due and owing pursuant to the provisions of this clause (11);





               (12) if the Manager is not an EXLP Affiliate, then first, to the Person (other
than any EXLP Affiliate) to whom any Management Related Expenses are payable, the
amount of any Management Related Expenses due and owing to such Person, and second,
to the Deal Agent, an amount equal to any unreimbursed Management Related Expenses
previously paid by the Deal Agent;




               (13) to each of the Persons described in clauses (A) through (E), an amount
equal to any indemnification payments and other amounts (including Default Fee) then
owing pursuant to the terms of the Related Documents:




          (A) each Noteholder and each Person claiming through any Noteholder
(which amounts shall be paid into the Series Account for the



23









 






applicable Series of Notes held by such Noteholder for distribution to
such Noteholder or other Person);




          (B) each Series Enhancer;




          (C) each Interest Rate Hedge Provider;




          (D) the Deal Agent;




          (E) the Indenture Trustee; and




          (F) if the Manager is not an EXLP Affiliate, the Manager.


If sufficient funds do not exist to pay in full all such amounts then due and payable pursuant to
this clause (13) on any Payment Date, the remaining Available Distribution Amount shall be
allocated among each such Person in the same proportion as the ratio of (x) the amount then due and
owing to each such Person pursuant to the provisions of this clause (13) to (y) the aggregate
amount then due and owing pursuant to the provisions of this clause (13);





               (14) to the Manager, an amount equal to any Excess Operations Expenses and any
Excess S&A Expenses then due and payable;




               (15) to the Manager, an amount equal to any Incentive Management Fee then due
and payable (which amount shall have been reduced by any estimated Incentive
Management Fee previously distributed to the Manager pursuant to Section 302(c)
hereof for the relevant Collection Period);




               (16) if the Manager is an EXLP Affiliate, to the Manager, all indemnification
payments and other amounts then due and owing to the Manager pursuant to the terms
of the Related Documents; and




               (17) after payment in full in cash of all Secured Obligations, to the Issuer or
its designee, any remaining amounts on deposit in the Trust Account on such date.




     (f) On each Payment Date on which no Event of Default is continuing, the funds
available to pay the Minimum Principal Payment Amounts or Scheduled Principal Payment
Amounts, as the case may be, owing to all Series of Notes then outstanding pursuant to the
provisions of Section 302(d) will be allocated among each Series of Notes sequentially based
on the Series Issuance Date of such Series of Notes, so that no such Minimum Principal
Payment Amounts or Scheduled Principal Payment Amounts will be paid with respect to any
Series unless the Minimum Principal Payment Amounts or Scheduled Principal Payment Amounts
(as the case may be) shall have been paid in full with respect to each Series of Notes (if
any) having an earlier Series Issuance Date than such Series. For purposes of this Section
302(f), each Series of Warehouse Notes will be deemed to have a Series Issuance Date equal
to its Commitment Termination Date. If two (2) or more Series of Notes were issued on the
same date, then such Minimum Principal Payment Amounts or Scheduled Principal Payment
Amounts, as the case may be, will be



24









 






allocated among each such Series of Notes on a pro rata basis, based on the Minimum
Principal Payment Amounts or Scheduled Principal Payment Amounts, as the case may be, then
due with respect to such affected Series.




     (g) On each Payment Date on which no Event of Default is continuing, the Issuer shall,
in accordance with the priority of payments set forth in Section 302(d) make a payment of
the Supplemental Principal Payment Amount then due and owing, if any, first to each Series
of Warehouse Notes then Outstanding for which the Commitment Termination Date has not
occurred on a pro rata basis, in proportion to the then unpaid principal balance of such
Warehouse Notes, until the principal balances of all such Warehouse Notes have been paid in
full, second, any portion of the Supplemental Principal Payment Amount remaining after
applying clause first shall be paid to each Series of Warehouse Notes then Outstanding for
which the Commitment Termination Date has occurred on a pro rata basis, in proportion to the
then unpaid principal balance of such Warehouse Notes, until the principal balances of all
such Warehouse Notes have been paid in full, and third, any portion of the Supplemental
Principal Payment Amount remaining after applying clauses first and second, shall be paid to
all Series of Term Notes then Outstanding on a pro rata basis, in proportion to the then
unpaid principal balance of each such Series of Term Notes, until the principal balances of
all Series of Term Notes have been paid in full.




     (h) The Issuer shall have the right, but not the obligation, to make (or to direct the
Indenture Trustee to make) principal payments on any Series of Notes from some or all of (i)
amounts that are payable or have been paid to the Issuer pursuant to this Section 302, (ii)
amounts that the Issuer receives from advances or draws under any Series of Warehouse Notes,
(iii) proceeds of the issuance of any Series of Notes, (iv) funds representing capital
contributions made to the Issuer and (v) funds previously retained in the Trust Account
during the continuation of a Prospective Trigger Event. Without limiting the foregoing, at
the direction of the Issuer, amounts and proceeds contemplated by the preceding sentence may
be included in distributions in respect of principal payments on the Notes of one or more
Series pursuant to Section 302(d).



          Section 303 Investment of Monies Held in the Transaction Accounts. The Indenture Trustee shall invest any cash deposited in the Transaction Accounts in such
Eligible Investments as the Manager shall direct (or, if an Event of Default has occurred and is
then continuing, the Indenture Trustee shall invest such funds in Eligible Investments as directed
by the Requisite Global Majority), in writing or by telephone and subsequently confirm such
directions in writing. Each Eligible Investment (including reinvestment of the income and proceeds
of Eligible Investments) shall be held to its maturity and shall mature or shall be payable on
demand not later than the Business Day immediately preceding the next succeeding Payment Date in
the case of all Transaction Accounts. If the Indenture Trustee has not received written
instructions from the Manager by 2:30 p.m. (New York time) on the day such funds are received as to
the investment of funds then on deposit in any of the aforementioned accounts, the Issuer hereby
instructs the Indenture Trustee to invest such funds in Eligible Investments of the type described
in clause (4) of the definition of Eligible Investments. Eligible Investments shall be made in the
name of the Indenture Trustee for the benefit of the Noteholders, any Interest Rate Hedge Provider
and any Series Enhancer. Any earnings on Eligible Investments in the



25









 






Transaction Accounts shall be retained in each such account and be distributed in accordance with
the terms of this Indenture or any related Supplement. The Indenture Trustee shall not be liable
or responsible for losses on any investments made by it pursuant to this Section 303.




          Section 304 Control. (a) Each of the Issuer, the Indenture Trustee and Wells Fargo Bank, National Association, in
its capacity as a Securities Intermediary, hereby agrees that (i) each of the Transaction Accounts
will be a “securities account” as such term is defined in Section 8-501(a) of the UCC, (ii) the
Securities Intermediary shall, subject to the terms of this Indenture, treat the Indenture Trustee
as entitled to exercise the rights that comprise any Financial Asset credited to such accounts, and
the Indenture Trustee shall be the “Entitlement Holder” within the meaning of Section 8-102(a)(7)
of the UCC with respect to all such Financial Assets, (iii) all Eligible Investments will be
promptly credited to such accounts and shall be treated as a “Financial Asset” within the meaning
of Section 8-102(a)(9) of the UCC, and (iv) all securities and other property underlying any
Financial Assets credited to such accounts shall be registered in the name of the Indenture
Trustee, endorsed to the Indenture Trustee and in no case will any financial asset credited to the
Transaction Accounts be registered in the name of the Issuer, payable to the order of the Issuer or
specially endorsed to the Issuer except to the extent the foregoing have been specially and duly
endorsed to the Securities Intermediary at which such accounts are maintained or in blank.





     (b) Upon the occurrence of an Event of Default hereunder, the Indenture Trustee, acting
in accordance with the terms of this Indenture, shall be entitled to provide an Entitlement
Order (as defined in Section 8-102(a)(8) of the UCC) to the Securities Intermediary at which
such accounts are maintained. Upon receipt of the Entitlement Order in accordance with the
provisions of this Indenture, the Securities Intermediary shall comply with such Entitlement
Order without further consent by the Issuer or any other Person.




     (c) In the event that a Corporate Trust Officer of the Indenture Trustee obtains actual
knowledge that the Indenture Trustee has or subsequently obtains by agreement, operation of
law or otherwise a security interest in the Trust Account, any Series Account or any
security entitlement credited thereto (other than a security interest for the benefit of the
Noteholders), the Indenture Trustee hereby agrees that such security interest shall be
subordinate to the security interest created by this Indenture. The financial assets and
other items deposited to the accounts will not be subject to deduction, set-off, banker’s
lien, or any other right in favor of any Person except as created pursuant to this
Indenture.




     (d) On or prior to the Closing Date, each of the Issuer, the Indenture Trustee and the
Securities Intermediary shall enter into the Control Agreement, with respect to each of the
Trust Account, the Purchase Account and the Series 2009-1 Series Account substantially in
the form of Exhibit B hereto.



          Section 305 Reports. The Indenture Trustee shall promptly upon request furnish to each Noteholder, each Series
Enhancer and each Interest Rate Hedge Provider a copy of all reports, financial statements and
notices received by the Indenture Trustee pursuant to any Related Document.




26









 








          Section 306 Records. The Indenture Trustee shall cause to be kept and maintained adequate records pertaining to the
Transaction Accounts and each Series Account and all receipts and disbursements therefrom. The
Indenture Trustee shall deliver at least quarterly an accounting thereof in the form of a trust
statement upon request to the Issuer, the Deal Agent, the Manager and each Interest Rate Hedge
Provider.




          Section 307 CUSIP Numbers.




          The Issuer in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if
so, the Indenture Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to
Holders; provided that, any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in any notice of a
redemption and that reliance may be placed only on the other identification numbers printed on the
Notes, and any such redemption shall not be affected by any defect in or omission of such numbers.
The Issuer will promptly notify the Indenture Trustee of any change in the “CUSIP” numbers.




          Section 308 No Claim.




          Indemnities payable to the Indenture Trustee, the Manager and any other Person shall be
limited recourse to the Issuer and shall not constitute a “Claim” (as defined in Section 101(5) of
the Bankruptcy Code) against the Issuer in the event such amounts are not paid in accordance with
Section 302 of this Indenture.




          Section 309 Compliance with Withholding Requirements.




          Notwithstanding any other provision of this Indenture, the Indenture Trustee shall comply with
all United States federal income tax withholding requirements with respect to payments to
Noteholders of interest, original issue discount, or other amounts that the Indenture Trustee
reasonably believes are applicable under the Code. The consent of Noteholders shall not be
required for any such withholding.




          Section 310 Tax Treatment of Notes.




          The Issuer has entered into this Indenture, and the Notes will be issued, with the intention
that, for federal, state and local income, single business and franchise tax purposes, the Notes
will qualify as indebtedness. The Issuer and the Indenture Trustee, by entering into this
Indenture, and each Noteholder, by its acceptance of its Note (and any Person that is a beneficial
owner of any interest in a Note, by virtue of such Person’s acquisition of a beneficial interest
therein), agree to treat the Notes for federal, state and local income, single business and
franchise tax purposes as indebtedness.




          Section 311 Rights of Noteholders. The Noteholders of each Series shall have the right to receive, at the times and in the amounts
specified in the related Supplement, (i) funds on deposit in any Series Account for such Series and
(ii) payments made by any Series Enhancer to the Indenture Trustee pursuant to any Enhancement
Agreement providing Series Enhancement for such Series. Each Noteholder, by acceptance of its
Notes, (a) acknowledges and agrees that (except as expressly provided herein and in a Supplement
entered into in accordance with



27









 






Section 1006(b) hereof) the Noteholders of a Series shall not have any interest in any Series
Account for the benefit of any other Series and (b) ratifies and confirms the terms of this
Indenture and the Related Documents executed in connection with such Series.




          Section 312 Collections and Allocations. With respect to each Collection Period, the Available Distribution Amount on deposit in the
Trust Account (and the other Transaction Accounts when provided in this Indenture) will be
allocated to each Series then Outstanding in accordance with Article III of this Indenture and the
Supplements.




          Section 313 Purchase Account.





     (a) On or prior to the Closing Date, the Indenture Trustee shall establish and maintain
in the name of the Indenture Trustee an Eligible Account with the Corporate Trust Office of
the Indenture Trustee which shall be designated the purchase account (the “Purchase
Account”) and which shall be held by the Indenture Trustee pursuant to this Indenture. Any
and all Compressor Reinvestment Sales Proceeds remitted by the Issuer, or the Manager on the
Issuer’s behalf, for deposit into the Purchase Account, together with any Eligible
Investments in which such moneys are or will be invested or reinvested, shall be held in the
Purchase Account. Any and all moneys in the Purchase Account shall be invested in Eligible
Investments in accordance with this Indenture and shall be distributed in accordance with
this Section 313.




     (b) The Issuer shall (or shall cause the Manager to) deposit into the Purchase Account
all Compressor Reinvestment Sales Proceeds. The Issuer may, so long as no Prospective
Trigger Event or Trigger Event is then continuing, use, or cause the use of, all or any
portion of the Compressor Reinvestment Sales Proceeds then on deposit in the Purchase
Account to pay to the Contributor the purchase price for one or more Compressors that
satisfy all of the Purchase Criteria pursuant to a transaction complying with the terms of
the Contribution Agreement and this Indenture, by delivering a written notice and
certificate to the Indenture Trustee (1) specifying (x) the amount of Compressor
Reinvestment Sales Proceeds to be released from the Purchase Account and paid over to the
Contributor, (y) the applicable Purchase Date on which such amount shall be released and
paid and (z) a description of the Additional Compressors to be purchased, and (2)
representing and warranting to the Indenture Trustee, each Noteholder, and each Interest
Rate Hedge Provider that, as at the Purchase Date for such Additional Compressors, such
Additional Compressors satisfy all of the Purchase Criteria.




     (c) If the Issuer does not utilize all of the Compressor Reinvestment Sales Proceeds to
purchase Additional Compressors within thirty (30) days after the date on which such
Compressor Reinvestment Sales Proceeds were initially deposited into the Purchase Account,
then the Indenture Trustee, at the direction of the Manager or the Deal Agent, shall
transfer from the Purchase Account to the Trust Account any unused portion of such
Compressor Reinvestment Sales Proceeds. In determining whether or not all of the Compressor
Reinvestment Sales Proceeds arising from a specific Owner Compressor were re-invested in
Additional Compressors within a thirty (30) day period, the Issuer



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shall utilize a first-in, first out method of tracking Compressor Reinvestment Sales
Proceeds.




     (d) Upon the occurrence of either a Trigger Event or a Prospective Trigger Event, the
Indenture Trustee, at the direction of the Manager or the Requisite Global Majority, as the
case may be, shall promptly liquidate all Eligible Investments credited to the Purchase
Account and transfer all funds from the Purchase Account to the Trust Account.



ARTICLE IV




COLLATERAL




          Section 401 Collateral.





     (a) The Notes and the obligations of the Issuer and the Lessor hereunder shall be
obligations of the Issuer and the Lessor as provided in Section 203 hereof. The
Noteholders, each Series Enhancer and each Interest Rate Hedge Provider shall also have the
benefit of, and the Notes shall be secured by and be payable solely from, the Collateral.




     (b) Notwithstanding anything contained in this Indenture to the contrary, each of the
Issuer and the Lessor expressly agrees that it shall remain liable under each agreement and
contract included in the Collateral to which it is a party to observe and perform all the
conditions and obligations to be observed and performed by the Issuer thereunder and that
the Issuer shall perform all of its duties and obligations thereunder, all in accordance
with and pursuant to the terms and provisions of each such contract and agreement.




     (c) The Indenture Trustee hereby acknowledges the appointment by the Issuer and the
Lessor of the Manager to service and administer the Collateral in accordance with the
provisions of the Management Agreement and, so long as such Management Agreement shall not
have been terminated in accordance with its terms, the Indenture Trustee hereby agrees to
provide the Manager with such documentation, and to take all such actions with respect to
the Collateral, as the Manager may reasonably request in writing in accordance with the
express provisions of the Management Agreement. Until such time as the Management Agreement
has been terminated in accordance with its terms, the Manager, on behalf of the Issuer and
the Lessor, shall collect all payments on the User Contracts in accordance with the
provisions of the Management Agreement and the Intercreditor Agreement.




     (d) The Indenture Trustee or the Requisite Global Majority (or any other Person
(including the Back-up Manager or the Manager) designated by the Indenture Trustee or the
Requisite Global Majority) may, upon the occurrence of (i) any Event of Default (after
notifying the Issuer of its intention to do so) or (ii) an EXLP Group Event, (1) set up and
maintain the ABS Lockbox Account (unless such ABS Lockbox Account has been previously
created by the Back-up Manager in connection with a Manager



29









 






Termination Notice) and (2) notify Users and any other Account Debtors of the Issuer,
including, without limitation, any Person obligated to make payments pursuant to any User
Contract, parties to the Contracts of the Issuer and obligors in respect of Instruments of
the Issuer, that (x) the User Contracts and Accounts, and the right, title and interest of
the Issuer in and under such User Contracts, Accounts, Contracts and Instruments, have been
assigned to the Indenture Trustee for the benefit of the Noteholders, each Series Enhancer
and each Interest Rate Hedge Provider, and (y) payments in respect of such User Contracts,
Accounts, Contracts and Instruments shall be made directly to the ABS Lockbox Account, and
the Indenture Trustee and/or the Requisite Global Majority (and/or any such designee) may
communicate with such Users and other Account Debtors, parties to such Contracts and
obligors in respect of such Instruments to verify with such parties, to the Indenture
Trustee’s and Requisite Global Majority’s satisfaction, the existence, amount and terms of
such User Contracts, Accounts, Contracts and Instruments. The Indenture Trustee hereby
agrees that it will cause amounts on deposit from time to time in the ABS Lockbox Account,
if any, to be deposited into the Trust Account.




     (e) Notwithstanding anything contained in this Indenture to the contrary, the Indenture
Trustee or any Entitled Party may reject or refuse to accept any Collateral for credit
toward payment of the Notes that is an account, instrument, chattel paper, lease, or other
obligation or property of any kind due from, owed by, or belonging to, a Sanctioned Person.



          Section 402 Pro Rata Interest.





     (a) All Series of Notes Outstanding shall be equally and ratably entitled to the
benefits of this Indenture without preference, priority or distinction, all in accordance
with the terms and provisions of this Indenture and the related Supplement.




     (b) With respect to each Series of Notes, the execution and delivery of the related
Supplement shall be upon the express condition that, if the conditions specified in Section
701 of this Indenture are met with respect to such Series of Notes, the security interest
and all other estate and rights granted by this Indenture with respect to such Series of
Notes shall cease and become null and void and all of the property, rights, and interest
granted as security for the Notes of such Series shall revert to and revest in the Issuer
without any other act or formality whatsoever.



          Section 403 Indenture Trustee’s Appointment as Attorney-in-Fact.





     (a) Each of the Issuer and the Lessor hereby irrevocably constitutes and appoints the
Indenture Trustee, and any officer or agent thereof, with full power of substitution, as its
true and lawful attorney-in-fact with full irrevocable power and authority in the place and
stead of the Issuer or the Lessor, as the case may be, and in the name of the Issuer or the
Lessor, as the case may be, or in its own name, from time to time at the Indenture Trustee’s
discretion (as directed by the Requisite Global Majority in accordance with this Indenture),
for the purpose of carrying out the terms and purposes of this Indenture, to take any and
all appropriate action and to execute and deliver any and



30









 






all documents and instruments which may be necessary or desirable to accomplish the
purposes of this Indenture and, without limiting the generality of the foregoing, the Issuer
hereby gives the Indenture Trustee the power and right, on behalf of the Issuer, without
notice to or assent by the Issuer, to do any or all of the following as the Indenture
Trustee may elect:




          (i) to ask, demand, collect, recover, compound, sue for, receive and give acquittances
and receipts for any and all monies due or to become due under the Collateral and, in the
name of the Issuer or the Lessor, as the case may be, in its own name or otherwise, to take
possession of, endorse, receive and collect any checks, drafts, note, acceptances or other
Instruments for the payment of monies due under the Collateral and to file any claim or to
take or commence any other action or Proceeding in any court of law or equity or otherwise
deemed appropriate by the Indenture Trustee for the purpose of collecting any and all such
monies due under or with respect to the Collateral whenever payable;




          (ii) to pay or discharge any Liens, including, without limitation, any tax lien, levied
or placed on or threatened against the Collateral, to effect any repairs or any insurance
called for by the terms of this Indenture and to pay all or any part of the premiums
therefor and the costs thereof; and




          (iii) to (1) direct any Person liable for any payment under or in respect of any of the
Collateral (including, without limitation, any User Contracts) to make payment of any and
all monies due or to become due thereunder directly to the Indenture Trustee or as the
Indenture Trustee shall direct, (2) receive payment of any and all monies, claims and other
amounts due or to become due at any time arising out of or in respect of the Collateral, (3)
sign and endorse any invoices, freight or express bills, bills of lading, storage or
warehouse receipts, drafts against the Issuer or the Lessor, assignments, verifications and
notices in connection with Accounts and other Instruments and Documents constituting or
relating to the Collateral, (4) commence and prosecute any suits, actions or Proceedings at
law or in equity in any court of competent jurisdiction to collect the Collateral or any
part thereof and to enforce any other right in respect of the Collateral, (5) defend any
suit, action or proceeding brought against the Issuer or the Lessor with respect to the
Collateral, (6) settle, compromise or adjust any suit, action or proceeding described above
and, in connection therewith, give such discharges or releases as the Indenture Trustee may
deem appropriate, (7) obtain or adjust insurance required to be maintained by the Issuer or
the Lessor pursuant to any Related Document upon the failure by the Issuer to maintain such
insurance, (8) prepare and file any UCC financing statements in the name of the Issuer or
the Lessor as debtor, (9) prepare, sign and file for recordation, to the extent that there
is any Intellectual Property, in any intellectual property registry appropriate evidence of
the security interest and Lien granted herein in the Intellectual Property in the name of
the Issuer or the Lessor as assignor, (10) pay or discharge taxes or Liens levied or placed
upon or threatened against the Collateral, (11) sell, transfer, pledge, make any agreement
with respect to or otherwise deal with any of the Collateral as fully and completely as
though the Indenture Trustee were the absolute owner thereof for all purposes, and (12) do,
at the Indenture Trustee’s option and Issuer’s expense, at any time, or from time to time,
all acts and



31









 






things which the Indenture Trustee may reasonably deem necessary to protect, preserve
or realize upon the Collateral and the Indenture Trustee’s Lien therein in order to effect
the intent of this Indenture, all as fully and effectively as the Issuer or the Lessor, as
the case may be, might do.



          The Indenture Trustee has no obligation or duty to determine whether to perfect, file, record
or maintain any perfected, filed or recorded document or instrument (all of which the Issuer shall
prepare, deliver and instruct the Indenture Trustee to execute at the Issuer’s expense) in
connection with the grant of security interest in the Collateral hereunder.





     (b) The Indenture Trustee shall not exercise the power of attorney or any rights
granted to the Indenture Trustee pursuant to this Section 403 other than those contained in
clauses (8), (9) and (12) of Section 403(a)(iii) unless an Event of Default shall have
occurred and be continuing or such exercise is otherwise permitted hereunder. The Issuer
hereby ratifies, to the extent permitted by law, all actions that said attorney shall
lawfully do, or cause to be done, by virtue hereof. The power of attorney granted pursuant
to this Section 403 is a power coupled with an interest and shall be irrevocable until all
Series of Notes and other obligations secured hereby are paid and performed in full.




     (c) The powers conferred on the Indenture Trustee hereunder are solely to protect the
Indenture Trustee’s interests in the Collateral and shall not impose any duty upon it to
exercise any such powers except as set forth herein. The Indenture Trustee shall be
accountable only for amounts that it actually receives as a result of the exercise of such
powers and neither it nor any of its officers, directors, employees, agents or
representatives shall be responsible to the Issuer or the Lessor for any act or failure to
act, except for its own negligence or willful misconduct.




     (d) Each of the Issuer and the Lessor authorizes the Indenture Trustee (i) at any time
and from time to time after a Manager Default, at the written direction of the Requisite
Global Majority, to terminate the Management Agreement then in effect and/or exercise any
other remedies under Section 12.2 of the Management Agreement, (ii) at any time and from
time to time upon the occurrence of an Event of Default and at the direction of the
Requisite Global Majority, to (x) communicate in its own name with any party to any User
Contract with regard to the assignment hereunder of the right, title and interest of the
Issuer or the Lessor, as the case may be, in, to and under the User Contracts and other
matters relating thereto and (y) execute, in connection with the sale of Collateral provided
for in Article VIII hereof, any endorsements, assignments or other instruments of conveyance
or transfer or sale with respect to the Collateral, (iii) at any time and from time to time,
at the written direction of the Requisite Global Majority, to take any and all actions and
exercise any and all rights and remedies (including, without limitation, all rights to give
or withhold consents and/or approvals) of the Indenture Trustee under the Intercreditor
Agreement as the Requisite Global Majority shall direct, and (iv) at any time and from time
to time, at the direction of the Requisite Global Majority, to take any and all actions and
exercise any and all rights and remedies (including, without limitation, all rights to give
or withhold consents and/or approvals) stated to be exercisable by the Indenture Trustee
under the Management Agreement,



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Back-up Management Agreement, Contribution Agreement or any other Related Document.
The Indenture Trustee hereby agrees, for the benefit of the Noteholders, each Series
Enhancer and each Interest Rate Hedge Provider, that it shall act as directed in accordance
with this Section 403(d).




     (e) If either the Issuer or the Lessor fails to perform or comply with any of its
agreements contained herein, the Indenture Trustee, with the consent of, or at the direction
of, the Requisite Global Majority, shall perform or comply, or otherwise cause performance
or compliance, with such agreement. The reasonable expenses, including attorneys’ fees and
expenses, of the Indenture Trustee incurred in connection with such performance or
compliance, together with interest thereon at the Overdue Rate specified in the related
Supplement, shall be payable by the Issuer and the Lessor to the Indenture Trustee on demand
and shall constitute additional Outstanding Obligations secured hereby.




     (f) Each of the Issuer, the Lessor, the Indenture Trustee, each Series Enhancer and, by
its acceptance of its respective Note, each Noteholder, hereby agrees that, if the Indenture
Trustee shall fail to act as directed by the Requisite Global Majority at any time at which
it is so required to act hereunder or under any other Related Document, then, in each case,
the Requisite Global Majority shall be entitled to take such action directly in its own
capacity or on behalf of the Indenture Trustee. If the Indenture Trustee fails to act as
directed by the Requisite Global Majority when so required to act under any Related
Document, then the Indenture Trustee shall, upon the request of the Requisite Global
Majority, irrevocably appoint the Person designated by the Requisite Global Majority, and
any officer or agent thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and stead of the
Indenture Trustee and in the name of the Indenture Trustee or in its own name, to take any
and all actions that the Indenture Trustee is authorized to take under any Related Document,
to the extent the Indenture Trustee has failed to take such action when and as required
under such Related Document.



          Section 404 Release of Security Interest. Upon the Indenture Trustee’s receipt of an Officer’s Certificate in the form attached hereto as
Exhibit C (a copy of which Officer’s Certificate shall be delivered to the Deal Agent, each Series
Enhancer and each Interest Rate Hedge Provider at least three (3) Business Days prior to the
effective date of such release) certifying that such release complies with all of the provisions
hereof and of the Related Documents (including Sections 608, 614, 644, 645, 646, 647, 648, 649, and
816 hereof, Section 5.13 of the Management Agreement and Section 4.02 of the Contribution
Agreement) the Owner Compressors identified for release in such certificate, together with the
Compressor Related Assets relating to such Owner Compressors (but only to the extent that such
Compressor Related Assets are not related to any Owner Compressors other than those identified in
such certificate), will be released from the security interest and Lien of this Indenture and all
Related Documents.




          Section 405 Administration of Collateral. (a) The Indenture Trustee shall, as promptly as practicable, notify the Noteholders, each
Interest Rate Hedge Provider, each Series Enhancer, the Back-up Manager and the Deal Agent of any
Manager Default of which a Corporate Trust Officer has received written notice. If a Manager
Default shall have occurred



33









 






and then be continuing, the Indenture Trustee, in accordance with the written direction of the
Requisite Global Majority, shall deliver to the Manager (with a copy to the Deal Agent, the Back-up
Manager, each Rating Agency, each Series Enhancer and each Interest Rate Hedge Provider) a Manager
Termination Notice terminating the Manager of its responsibilities in accordance with the terms of
the Management Agreement. Upon receipt of such Manager Termination Notice, the Back-up Manager
shall, subject to the limitations set forth in the Back-up Management Agreement, assume the duties
of the Manager under the Management Agreement. If the Back-up Manager is prohibited by Applicable
Law from serving as the Manager (and delivers such documents and opinions evidencing such inability
as set forth in the Back-up Management Agreement) and if the Back-up Manager is unable to locate
and qualify a replacement Manager within sixty (60) days after the date of delivery of the Manager
Termination Notice, then the Requisite Global Majority may appoint, or petition a court of
competent jurisdiction to appoint as a Replacement Manager, a Person reasonably acceptable to the
Requisite Global Majority, having a net worth of not less than $15,000,000 and whose regular
business includes the servicing of natural gas compressors. In connection with the appointment of a
Replacement Manager, the Indenture Trustee or Deal Agent may, with the written consent of the
Requisite Global Majority, make such arrangements for the compensation of such Replacement Manager
out of the Trust Account as the Indenture Trustee acting at the direction of the Requisite Global
Majority and such Replacement Manager shall agree. The Indenture Trustee shall take such action,
consistent with the Management Agreement and the other Related Documents, as shall be necessary to
effectuate the appointment and installation of the Back-up Manager or another Replacement Manager.





     (b) Upon a Corporate Trust Officer’s obtaining the receipt of written notice by the
Indenture Trustee that the Contributor has not paid to repurchase a Compressor as required
under Section 4.01 of the Contribution Agreement, the Indenture Trustee shall notify each
Series Enhancer of such event and shall, in the name of the Issuer, in the Indenture
Trustee’s own name or otherwise (as directed by the Deal Agent or the Requisite Global
Majority) enforce any applicable repurchase obligations of the Contributor or any other
Person at the direction of the Requisite Global Majority.




     (c) The Indenture Trustee shall as promptly as practicable (and in any event within
three (3) Business Days after the Indenture Trustee’s receipt hereof) notify and deliver to
the Deal Agent and each Series Enhancer, a copy of each notice or other written
communication received by the Indenture Trustee under the Intercreditor Agreement and the
Blocked Account Agreement.



ARTICLE V A




REPRESENTATIONS AND WARRANTIES OF ISSUER




          To induce (i) the Noteholders to purchase the Notes hereunder, (ii) each Series Enhancer to
execute and deliver each Enhancement Agreement, (iii) the Lessor to enter into each Lease and (iv)
each Interest Rate Hedge Provider to enter into Interest Rate Swap Agreements, the Issuer hereby
represents and warrants (as of the Closing Date, as of each date on which an “advance” under any
Supplement is made and as of each date on which any Notes are issued subsequent to the Closing Date
pursuant to any Supplement) to the Indenture Trustee for the




34









 







benefit of the Noteholders, each Series Enhancer, each Letter of Credit Bank and each Interest
Rate Hedge Provider that:




          Section 501 Existence. The Issuer is a Delaware limited liability company duly formed and validly existing and in good
standing and is duly qualified to do business in each jurisdiction where the nature of its business
requires it to qualify, except where the failure to do so would not have a material adverse effect
upon the Issuer, the Collateral or the ability of the Issuer to perform its obligations under the
Related Documents to which it is a party. Since the date of formation of the Issuer, the Issuer
has not conducted business under any other name and does not have any trade names, or “doing
business under” or “doing business as” names. The Issuer has not reorganized in any jurisdiction
(whether the United States, any state therein, the District of Columbia, Puerto Rico, Guam or any
possession or territory of the United States, or any foreign country or state) other than the State
of Delaware.




          Section 502 Authorization. The Issuer has the limited liability company power and is duly authorized to execute and deliver
this Indenture and the other Related Documents to which it is a party; Issuer is and will continue
to be duly authorized to borrow monies hereunder; and Issuer is and will continue to be duly
authorized to perform its obligations under this Indenture and under the other Related Documents.
The execution, delivery and performance by the Issuer of this Indenture and the other Related
Documents to which it is a party and the borrowings hereunder do not and will not require any
consent or approval of any Governmental Authority, partner or any other Person which has not
already been obtained.




          Section 503 Due Qualification. The Issuer is qualified as a foreign limited liability company in each jurisdiction and has
obtained all necessary licenses and approvals as required under Applicable Law, in each case, where
the failure to be so qualified, licensed or approved, could reasonably be expected to materially
and adversely affect the ability of the Issuer to perform its obligations under or comply with the
terms of this Indenture or any other Related Document to which it is a party.




          Section 504 No Conflict; Legal Compliance. The execution, delivery and performance of this Indenture and each of the other Related
Documents and the execution, delivery and payment of the Notes will not: (a) contravene any
provision of the limited liability company agreement of the Issuer; (b) contravene, conflict with
or violate any Applicable Law or regulation, or any order, writ, judgment, injunction, decree,
determination or award of any Governmental Authority that could result in a Material Adverse
Change; or (c) violate or result in the breach of, or constitute (with or without notice or lapse
of time or both) a default under this Indenture, the Related Documents, any other indenture or
other loan or credit agreement, or other agreement or instrument to which the Issuer is a party or
by which the Issuer, or its property and assets, may be bound or affected that could result in a
Material Adverse Change or result in a Lien on the Collateral other than Permitted Encumbrances.
The Issuer is not in violation or breach of or default under any law, rule, regulation, order,
writ, judgment, injunction, decree, determination or award or any contract, agreement, lease,
license, indenture or other instrument to which it is a party that could result in a Material
Adverse Change.




          Section 505 Validity and Binding Effect. This Indenture is, and each Related Document to which the Issuer is a party, when duly executed
and delivered, will be, legal, valid



35









 






and binding obligations of the Issuer, enforceable against the Issuer in accordance with their
respective terms, except as enforceability may be limited by bankruptcy, insolvency or other
similar laws of general application affecting the enforcement of creditors’ rights or by general
principles of equity limiting the availability of equitable remedies.




          Section 506 Financial Statements. Since June 30, 2009, there has been no Material Adverse Change in the financial condition of
EXLP and its Consolidated Subsidiaries.




          Section 507 Name; Executive Offices; Jurisdiction of Organization. The legal name of the Issuer as reflected on its certificate of formation is “EXLP ABS 2009
LLC”. The current location of the Issuer’s chief executive office and principal place of business
is 16666 Northchase Drive, Houston, Texas 77060. The Issuer is organized under the laws of the
State of Delaware and has not been previously and is not now organized under the laws of any other
jurisdiction.




          Section 508 No Agreements or Contracts. The Issuer is not now and has not been a party to any contract or agreement (whether written or
oral) other than the Related Documents.




          Section 509 Consents and Approvals. No approval, authorization, order, action or consent of or notice to any trustee or holder of
any Indebtedness or obligation of the Issuer or of any other Person under any agreement, contract,
lease or license or similar document or instrument to which the Issuer is a party or by which the
Issuer or any of its property or assets is bound, is required to be obtained or given by the Issuer
in order to make or consummate the transactions contemplated under the Related Documents,
including, inter alia, any issuance or sale of the Notes pursuant to the provisions of this
Indenture, except for those approvals, authorizations and consents that have been obtained on or
prior to the Closing Date (and except for notices to or consents of certain Users in connection
with the assignment of certain User Contracts, to the extent such notice or consent requirements
are permitted under clause (2) of the definition of the term “Eligible Contract”). All consents,
orders and approvals of, filings and registrations with, and other actions in respect of, all
Governmental Authorities required to be obtained by Issuer in order to make or consummate the
transactions contemplated under the Related Documents have been, or prior to the time when required
will have been, obtained, given, filed or taken and are or will be in full force and effect, or due
provision has been made therefor reasonably acceptable to the Indenture Trustee.




          Section 510 Margin Regulations. The Issuer does not own any “margin security”, as that term is defined in Regulation U of the
Federal Reserve Board, and the proceeds of the Notes issued under this Indenture will be used only
for the purposes contemplated hereunder. None of the proceeds of the Notes will be used, directly
or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of
reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin
security or for any other purpose which might cause any of the loans under this Indenture to be
considered a “purpose credit” within the meaning of Regulations T, U and X. The Issuer will not
take or permit any agent acting on its behalf to take any action which might cause this Indenture
or any document or instrument delivered pursuant hereto to violate any regulation of the Federal
Reserve Board.





36











 





          Section 511 Taxes. All federal, state, local and foreign tax returns, reports and
statements required to be filed by the Issuer have been filed with the appropriate Governmental
Authorities, and all Taxes and other impositions shown thereon to be due and payable by the Issuer
have been paid prior to the date on which any fine, penalty, interest or late charge may be added
thereto for nonpayment thereof, or any such fine, penalty, interest, late charge or loss has been
paid, or the Issuer is contesting its liability therefor in good faith and has fully reserved all
such amounts according to GAAP in the financial statements provided to the Noteholders pursuant to
Section 629 of this Indenture. The Issuer has paid when due and payable all material charges upon
the books of the Issuer and no Governmental Authority has asserted any Lien against the Issuer with
respect to unpaid Taxes. Proper and accurate amounts have been withheld by the Issuer from its
employees for all periods in full and complete compliance with the tax, social security and
unemployment withholding provisions of applicable federal, state, local and foreign law and such
withholdings have been timely paid to the respective Governmental Authorities.



          Section 512 Other Regulations. The Issuer is not an “investment company,” or an
“affiliated person” of, or a “promoter” or “principal underwriter” for, an “investment company,” as
such terms are defined in the Investment Company Act of 1940, as amended. The issuance of the Notes
hereunder and the application of the proceeds and repayment thereof by the Issuer, the granting of
the security interest and Liens hereunder and the performance of the transactions contemplated by
this Indenture and the other Related Documents will not violate any provision of the Investment
Company Act of 1940, or any rule, regulation or order issued by the Securities and Exchange
Commission thereunder.



          Section 513 Solvency and Separateness.




          (i) The capital of the Issuer is adequate for the business and undertakings of the
Issuer;




          (ii) Other than with respect to the transactions contemplated by the Related Documents
and transactions between the Lessor and the Issuer permitted pursuant to the terms of the
Related Documents and the agreements permitted under
Section 615, the Issuer is not engaged in any business transactions with any Exterran
Affiliate;




          (iii) Two of the directors of the non-economic member of the Issuer are Independent
Directors;




          (iv) The Issuer’s funds and assets are not, and will not be, commingled with those of
any Exterran Affiliate, except as permitted by the Management Agreement and the
Intercreditor Agreement;




          (v) The organizational documents of the Issuer require the Issuer to maintain correct
and complete books and records of account;




          (vi) The Issuer is not insolvent under the Insolvency Law and will not be rendered
insolvent by the transactions contemplated by the Related Documents and after giving effect
to such transactions, the Issuer will not be left with an unreasonably



37









 







small amount of
capital with which to engage in its business nor will the Issuer have intended to incur, or
believe that it has incurred, debts beyond its ability to pay as they mature. The Issuer
does not contemplate the commencement of insolvency, bankruptcy, liquidation or
consolidation proceedings or the appointment of a receiver, liquidator, trustee or similar
official in respect of the Issuer or any of its assets;




          (vii) The Issuer is holding all of its assets in its own name and is conducting its
business in its own name;




          (viii) The Issuer is maintaining its books, records and cash management accounts
separate from those of any other Person;




          (ix) The Issuer is maintaining its bank accounts separate from those of any other
Person;




          (x) The Issuer is maintaining separate financial statements, showing its assets and
liabilities separate and apart from those of any other Person;




          (xi) The Issuer is paying its own liabilities and expenses only out of its own funds
(including, inter alia, the payment of the salaries of its employees);




          (xii) The Issuer has entered and will enter into a transaction with an Affiliate only
if such transaction is commercially reasonable and on the same terms as would be available
in an arm’s length transaction with a Person or entity that is not an Affiliate of the
Issuer, other than the Intercompany Notes;




          (xiii) The Issuer is allocating fairly and reasonably any overhead expenses that are
shared with an Affiliate, including paying for office space and services performed by any
employee of an Affiliate;




          (xiv) The Issuer is holding itself out as a separate entity;




          (xv) The Issuer is maintaining adequate capital in light of its contemplated business
operations;




          (xvi) The Issuer is maintaining a sufficient number of employees in light of its
contemplated business operations;




          (xvii) Except for the membership interests of the Lessor, the Issuer has not acquired
and will not acquire the obligations or securities of its Affiliates, including partners,
members or shareholders, as appropriate;




          (xviii) Other than the Intercompany Notes, the Issuer has not made and will not make
loans to any Person or buy or hold evidence of indebtedness issued by any other Person
(other than Contracts intended for security, cash and investment-grade securities);



38









 






          (xix) The Issuer is using separate stationery, invoices, and checks bearing its own
name;




          (xx) The Issuer has not pledged its assets for the benefit of any other Person, other
than with respect to the Permitted Encumbrances;




          (xxi) The Issuer has corrected and will correct any misunderstanding regarding its
separate identity;




          (xxii) The Issuer is not holding out its credit as being available to satisfy the
obligations of any other Person;




          (xxiii) The Issuer is not identifying itself as a division of any other Person or
entity; and




          (xxiv) The Issuer is observing all limited liability company and other appropriate
organizational formalities including, inter alia, remaining in good standing and qualifying
to do business in each jurisdiction and obtaining all necessary licenses and approvals as
required under Applicable Law.



          Section 514 Insolvency; Fraudulent Conveyance. The Issuer is paying its debts as they
become due and is not “insolvent” within the meaning of any applicable Insolvency Law in that:




          (i) both immediately before and after giving effect to the pledge of the Collateral set
forth herein, the present value of the Issuer’s assets will be in excess of the amount that
will be required to pay the Issuer’s probable liabilities as they then exist and as they
become absolute and matured; and




          (ii) both immediately before and after giving effect to the pledge of the Collateral
set forth herein, the sum of the Issuer’s assets will be greater than the sum of the
Issuer’s debts, valuing the Issuer’s assets at a fair market value.


Each acquisition by the Issuer of Compressors has been made for “reasonably equivalent value” (as
such term is defined in Section 548 of the Bankruptcy Code) and not on account of “antecedent debt”
(as such term is defined in the Bankruptcy Code).




          Section 515 No Default. No Event of Default, Manager Default, EXLP Group Event or Trigger
Event has occurred and is continuing and no event has occurred that with the passage of time would
become an Event of Default, Manager Default, EXLP Group Event or Trigger Event.



          Section 516 No Proceedings or Injunctions. There are (i) no litigations, Proceedings or
investigations pending, or, to the knowledge of the Issuer, threatened, before any court,
regulatory body, administrative agency, or other tribunal or Governmental Authority, (A) asserting
the invalidity of this Indenture or any other Related Document to which the Issuer is a party, (B)
seeking to prevent the consummation of any of the transactions contemplated by this Indenture or
any other Related Document to which the Issuer is a party, or (C) seeking any



39









 







determination or
ruling that could reasonably be expected to result in a Material Adverse Change and (ii) no
injunctions, writs, restraining orders or other orders in effect against the Issuer that could
reasonably be expected to result in a Material Adverse Change.



          Section 517 Compliance with Law. The Issuer:




          (i) is not in violation of (1) any Applicable Law, or (2) court orders to which it is
subject, the violation of either of which could reasonably be expected to materially and
adversely affect the ability of the Issuer to perform its obligations under and comply with
the terms of this Indenture or any other Related Document to which it is a party;




          (ii) has not failed to obtain any licenses, permits, franchises or other governmental
authorizations which failure could reasonably be expected to materially and adversely affect
the ownership of its property (including the Owner Compressors) or the conduct of its
business (including entering into User Contracts) including, without limitation, with
respect to transactions contemplated by this Indenture and the other Related Documents to
which it is a party; and




          (iii) is not in violation in any respect of any term of any agreement, certificate of
formation, organizational documents or other instrument to which it is a party or by which
it may be bound, which violation could reasonably be expected to materially and adversely
affect the business or condition (financial or otherwise) of the Issuer, or materially and
adversely affect the Issuer’s rights or remedies under any User Contract or the interest of
the Indenture Trustee, the Noteholders or any Series Enhancer in any Collateral.



          Section 518 Title; Liens. (a) The Issuer has good, legal and marketable title to each of
its respective assets including the User Contracts.




     (b) None of the assets of the Issuer are subject to any Lien, except for Permitted
Encumbrances.



          Section 519 Ownership; Subsidiaries. All of the issued and outstanding membership
interests of the Issuer are held by one or more EXLP Affiliate(s). The Issuer has no subsidiaries
other than the Lessor.



          Section 520 No Partnership. The Issuer is not a partner or joint venturer in any
partnership or joint venture.



          Section 521 UCC Information. The information set forth in Schedule 1 hereto is true,
complete and correct in all material respects.



          Section 522 Security Interest Representations. (a) This Indenture creates a valid and
continuing security interest (as defined in the UCC) and Lien in the Issuer Collateral in favor of
the Indenture Trustee for the benefit of the Noteholders, each Series Enhancer and each Interest
Rate Hedge Provider, which security interest, upon the execution and delivery of the Control
Agreement and the completion of the filings referred to in Section 522(d) being duly



40









 







made, is a
perfected first priority security interest prior to all other Liens, and is enforceable as such
against creditors of and purchasers from the Issuer.




     (b) The Compressors constitute “equipment” or “inventory” within the meaning of the
UCC. The User Contracts constitute “tangible chattel paper” or “accounts” within the
meaning of the UCC and the rights thereunder constitute “general intangibles” within the
meaning of the UCC. Each of the Transaction Accounts constitutes a “securities account”
within the meaning of the UCC.




     (c) The Issuer owns and has good and marketable title to the Issuer Collateral, free
and clear of any Lien, claim or encumbrance of any Person, except for the Liens created or
permitted pursuant hereto or the Related Documents.




     (d) The Issuer has caused all appropriate financing statements or documents of similar
import to be duly filed in the proper filing office in the appropriate jurisdictions under
Applicable Law in order to perfect the security interest in the Issuer Collateral granted to
the Indenture Trustee in this Indenture and such security interest constitutes a perfected
first priority security interest in favor of the Indenture Trustee. All financing
statements filed against the Issuer in favor of the Indenture Trustee in connection herewith
describing the Collateral contain a statement to the following effect: “A purchase of, or
security interest in or a Lien on, any collateral described in this financing statement,
other than a security interest in favor of the Indenture Trustee, will violate the rights of
the Indenture Trustee.”




     (e) Other than the security interest granted to the Indenture Trustee pursuant to this
Indenture or granted in any of the Related Documents, the Issuer has not pledged, assigned,
sold, granted a security interest in or a Lien (except for Permitted Encumbrances) on or
otherwise conveyed any of the Collateral, except as permitted pursuant hereto or in the
Related Documents. The Issuer has not authorized the filing of, and is not aware of, any
financing statements against the Issuer that include a description of collateral covering
any Collateral other than any financing statement or document of similar import (i) relating
to the security interest granted to the Indenture Trustee in this
Indenture or (ii) that has been terminated. The Issuer is not aware of any judgment or
tax lien filings against the Issuer.




     (f) The Issuer has received all necessary consents and approvals required by the terms
of the Collateral to pledge to the Indenture Trustee its interest and rights in such
Collateral hereunder.




     (g) The Issuer has taken all steps necessary to cause the Securities Intermediary (in
its capacity as securities intermediary) to identify in its records the Indenture Trustee as
the Person having a security entitlement in each of the Transaction Accounts.




     (h) The Transaction Accounts are not in the name of any Person other than the Indenture
Trustee or the Securities Intermediary. Neither the Issuer nor the Indenture



41









 







Trustee has
consented to compliance of the Securities Intermediary with entitlement orders of any Person
other than the Indenture Trustee.



     The representations and warranties set forth in this Section 522 shall survive until this
Indenture is terminated in accordance with its terms.



          Section 523 Ordinary Course. The transactions contemplated by this Indenture and the other
Related Documents are being consummated by the Issuer in furtherance of the Issuer’s ordinary
business purposes and constitute a practical and reasonable course of action by the Issuer designed
to improve the financial position of the Issuer, with no contemplation of insolvency and with no
intent to hinder, delay or defraud any of its present or future creditors.



          Section 524 Stamping and Storage of User Contracts. The Issuer has caused the Manager,
acting on behalf of the Issuer, to store and mark the User Contracts and the related Contract Files
in accordance with the provisions of Section 5.11 of the Management Agreement.



          Section 525 Identification Marks. The Issuer has used, or has caused the Manager to use,
its best efforts consistent with the Management Agreement to keep and maintain, or to cause to be
kept and maintained on each Owner Compressor, an identification sticker that complies with the
provisions of Section 19.12 of the Management Agreement.



          Section 526 Intellectual Property. The Issuer has no Intellectual Property.



          Section 527 Taxpayer Identification Number. The Issuer’s U.S. taxpayer identification
number is 27-0739625. Pursuant to Treasury Regulation Section 301.7701-3(b)(l)(ii), the Issuer is
disregarded as an entity separate from its single owner.



          Section 528 Disclosure. The Issuer has disclosed to the Deal Agent all agreements,
instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject,
and all other matters known to it, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect. No report, financial statement, certificate or
other information furnished (whether in writing or orally) by or on behalf of the Issuer to the
Deal Agent, the Indenture Trustee, or any Noteholder in connection with the transactions
contemplated hereby and the negotiation of this Indenture or delivered hereunder or under any
other Related Document (in each case, as modified or supplemented by other information so
furnished) contains any material misstatement of fact or omits to state any material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not
misleading; provided that, with respect to projected financial information, the Issuer represents
only that such information was prepared in good faith based upon assumptions believed to be
reasonable at the time.



     So long as any of the Notes shall be Outstanding and until payment and performance in full of
the Outstanding Obligations, the representations and warranties contained herein shall have a
continuing effect as having been true when made.



42









 





ARTICLE V B




REPRESENTATION AND WARRANTIES OF LESSOR




          To induce (i) the Noteholders to purchase the Notes hereunder, (ii) each Series Enhancer to
execute and deliver each Enhancement Agreement, (iii) each Interest Rate Hedge Provider to enter
into Interest Rate Swap Agreements and (iv) the Issuer to enter into each Lease, the Lessor hereby
represents and warrants (as of the Closing Date, as of each date on which an “advance” under any
Supplement is made and as of each date on which any Notes are issued subsequent to the Closing Date
pursuant to any Supplement) to the Indenture Trustee for the benefit of the Noteholders, each
Series Enhancer and each Interest Rate Hedge Provider that:



          Section 529 Existence. The Lessor is a Delaware limited liability company duly formed and
validly existing and in good standing and is duly qualified to do business in each jurisdiction
where the nature of its business requires it to qualify, except where the failure to do so would
not have a material adverse effect upon the Lessor, the Collateral or the ability of the Lessor to
perform its obligations under the Related Documents to which it is a party. Since the date of
formation of the Lessor, the Lessor has not conducted business under any other name and does not
have any trade names, or “doing business under” or “doing business as” names. The Lessor has not
reorganized in any jurisdiction (whether the United States, any state therein, the District of
Columbia, Puerto Rico, Guam or any possession or territory of the United States, or any foreign
country or state) other than the State of Delaware.



          Section 530 Authorization. The Lessor has the limited liability company power and is duly
authorized to execute and deliver this Indenture and the other Related Documents to which it is a
party; the Lessor is and will continue to be duly authorized to perform its obligations under this
Indenture and under the other Related Documents. The execution, delivery and performance by the
Lessor of this Indenture and the other Related Documents to which it is a party and the borrowings
hereunder do not and will not require any consent or approval of any Governmental Authority,
partner or any other Person which has not already been obtained.



          Section 531 Due Qualification. The Lessor is qualified as a foreign limited liability
company in each jurisdiction and has obtained all necessary licenses and approvals as required
under Applicable Law, in each case, where the failure to be so qualified, licensed or approved,
could reasonably be expected to materially and adversely affect the ability of the Lessor to
perform its
obligations under or comply with the terms of this Indenture or any other Related Document to which
it is a party.



          Section 532 No Conflict; Legal Compliance. The execution, delivery and performance of this
Indenture and each of the other Related Documents to which it is a party will not: (a) contravene
any provision of the limited liability company agreement of the Lessor; (b) contravene, conflict
with or violate any Applicable Law or regulation, or any order, writ, judgment, injunction, decree,
determination or award of any Governmental Authority that could result in a Material Adverse
Change; or (c) violate or result in the breach of, or constitute (with or without notice or lapse
of time or both) a default under this Indenture, the Related Documents, any other indenture or
other loan or credit agreement, or other agreement or instrument to which



43









 







the Lessor is a party or
by which the Lessor, or its property and assets, may be bound or affected that could result in a
Material Adverse Change or result in a Lien on the Collateral other than Permitted Encumbrances.
The Lessor is not in violation or breach of or default under any law, rule, regulation, order,
writ, judgment, injunction, decree, determination or award or any contract, agreement, lease,
license, indenture or other instrument to which it is a party that could result in a Material
Adverse Change.



          Section 533 Validity and Binding Effect. This Indenture is, and each Related Document to
which the Lessor is a party, when duly executed and delivered, will be, legal, valid and binding
obligations of the Lessor, enforceable against the Lessor in accordance with their respective
terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of
general application affecting the enforcement of creditors’ rights or by general principles of
equity limiting the availability of equitable remedies.



          Section 534 Name; Executive Offices; Jurisdiction of Organization. The legal name of the
Lessor as reflected on its certificate of formation is “EXLP ABS Leasing 2009 LLC”. The current
location of the Lessor’s chief executive office and principal place of business is 16666 Northchase
Drive, Houston, Texas 77060. The Lessor is organized under the laws of the State of Delaware and
has not been previously and is not now organized under the laws of any other jurisdiction.



          Section 535 No Agreements or Contracts. The Lessor is not now and has not been a party to
any contract or agreement (whether written or oral) other than the Related Documents.



          Section 536 Consents and Approvals. No approval, authorization, order, action or consent
of or notice to any trustee or holder of any Indebtedness or obligation of the Lessor or of any
other Person under any agreement, contract, lease or license or similar document or instrument to
which the Lessor is a party or by which the Lessor or any of its property or assets is bound, is
required to be obtained or given by the Lessor in order to make or consummate the transactions
contemplated under the Related Documents, except for those approvals, authorizations and consents
that have been obtained on or prior to the Closing Date. All consents, orders and approvals of,
filings and registrations with, and other actions in respect of, all Governmental Authorities
required to be obtained by the Lessor in order to make or consummate the transactions contemplated
under the Related Documents have been, or prior to the time when required will have been, obtained,
given, filed or taken and are or will be in full force and effect, or due provision has been made
therefor reasonably acceptable to the Indenture Trustee.



          Section 537 Taxes. All federal, state, local and foreign tax returns, reports and
statements required to be filed by the Lessor have been filed with the appropriate Governmental
Authorities, and all Taxes and other impositions shown thereon to be due and payable by the Lessor
have been paid prior to the date on which any fine, penalty, interest or late charge may be added
thereto for nonpayment thereof, or any such fine, penalty, interest, late charge or loss has been
paid, or the Lessor is contesting its liability therefor in good faith and has fully reserved all
such amounts according to GAAP in the financial statements provided to the Noteholders pursuant to
Section 629 of this Indenture. The Lessor has paid when due and payable all



44









 







material charges upon
the books of the Lessor and no Governmental Authority has asserted any Lien against the Lessor with
respect to unpaid Taxes. Proper and accurate amounts have been withheld by the Lessor from its
employees for all periods in full and complete compliance with the tax, social security and
unemployment withholding provisions of applicable federal, state, local and foreign law and such
withholdings have been timely paid to the respective Governmental Authorities.



          Section 538 Solvency and Separateness.




     (a) The capital of the Lessor is adequate for the business and undertakings of the
Lessor;




     (b) Other than with respect to the transactions contemplated by, or permitted under,
the Related Documents and the agreements permitted under Section 665, the Lessor is not
engaged in any business transactions with any Exterran Affiliate;




     (c) Two of the directors of the non-economic member of the Lessor are Independent
Directors;




     (d) The Lessor’s funds and assets are not, and will not be, commingled with those of
any Exterran Affiliate, except as permitted by the Management Agreement, this Indenture and
the Intercreditor Agreement;




     (e) The organizational documents of the Lessor require the Lessor to maintain correct
and complete books and records of account;




     (f) The Lessor is not insolvent under the Insolvency Law and will not be rendered
insolvent by the transactions contemplated by the Related Documents and after giving effect
to such transactions, the Lessor will not be left with an unreasonably small amount of
capital with which to engage in its business nor will the Lessor have intended to incur, or
believe that it has incurred, debts beyond its ability to pay as they mature. The Lessor
does not contemplate the commencement of insolvency, bankruptcy, liquidation or
consolidation proceedings or the appointment of a receiver, liquidator, trustee or similar
official in respect of the Lessor or any of its assets;




     (g) The Lessor is holding all of its assets in its own name and is conducting its
business in its own name;




     (h) The Lessor is maintaining its books, records and cash management accounts separate
from those of any other Person;




     (i) The Lessor is maintaining its bank accounts separate from those of any other
Person;




     (j) The Lessor is maintaining separate financial statements, showing its assets and
liabilities separate and apart from those of any other Person;



45









 






     (k) The Lessor is paying its own liabilities and expenses only out of its own funds
(including, inter alia, the payment of the salaries of its employees);




     (l) The Lessor has entered and will enter into a transaction with an Affiliate other
than the Issuer only if such transaction is commercially reasonable and on the same terms as
would be available in an arm’s length transaction with a Person or entity that is not an
Affiliate of the Lessor other than the Intercompany Notes;




     (m) The Lessor is allocating fairly and reasonably any overhead expenses that are
shared with an Affiliate other than the Issuer, including paying for office space and
services performed by any employee of an Affiliate;




     (n) The Lessor is holding itself out as a separate entity;




     (o) The Lessor is maintaining adequate capital in light of its contemplated business
operations;




     (p) The Lessor is maintaining a sufficient number of employees in light of its
contemplated business operations;




     (q) The Lessor has not acquired and will not acquire the obligations or securities of
its Affiliates, including partners, members or shareholders, as appropriate, other than
obligations of the Issuer that constitute Collateral;




     (r) Other than the Intercompany Notes, the Lessor has not made and will not make loans
to any Person or buy or hold evidence of indebtedness issued by any other Person (other than
Contracts intended for security, cash and investment-grade securities and other than
obligations of the Issuer that constitute Collateral);




     (s) The Lessor has not pledged its assets for the benefit of any other Person, other
than with respect to the Permitted Encumbrances;




     (t) The Lessor has corrected and will correct any misunderstanding regarding its
separate identity;




     (u) The Lessor is not holding out its credit as being available to satisfy the
obligations of any other Person other than the Issuer;




     (v) The Lessor is not identifying itself as a division of any other Person or entity;
and




     (w) The Lessor is observing all limited liability company and other appropriate
organizational formalities including, inter alia, remaining in good standing and qualifying
to do business in each jurisdiction and obtaining all necessary licenses and approvals as
required under Applicable Law.



46









 





          Section 539 Insolvency; Fraudulent Conveyance. The Lessor is paying its debts as they
become due and is not “insolvent” within the meaning of any applicable Insolvency Law in that:




          (i) both immediately before and after giving effect to the pledge of the Collateral set
forth herein, the present value of the Lessor’s assets will be in excess of the amount that
will be required to pay the Lessor’s probable liabilities as they then exist and as they
become absolute and matured; and




          (ii) both immediately before and after giving effect to the pledge of the Collateral
set forth herein, the sum of the Lessor’s assets will be greater than the sum of the
Lessor’s debts, valuing the Lessor’s assets at a fair market value.


Each acquisition by the Lessor of Compressors has been made for “reasonably equivalent value” (as
such term is defined in Section 548 of the Bankruptcy Code) and not on account of “antecedent debt”
(as such term is defined in the Bankruptcy Code).




          Section 540 No Default. No Event of Default, Manager Default, EXLP Group Event or Trigger
Event has occurred and is continuing and no event has occurred that with the passage of time would
become an Event of Default, Manager Default, EXLP Group Event or Trigger Event.



          Section 541 No Proceedings or Injunctions. There are (i) no litigations, Proceedings or
investigations pending, or, to the knowledge of the Lessor, threatened, before any court,
regulatory body, administrative agency, or other tribunal or Governmental Authority, (A) asserting
the invalidity of this Indenture or any other Related Document to which the Lessor is a party, (B)
seeking to prevent the consummation of any of the transactions contemplated by this Indenture or
any other Related Document to which the Lessor is a party, or (C) seeking any determination or
ruling that could reasonably be expected to result in a Material Adverse Change and (ii) no
injunctions, writs, restraining orders or other orders in effect against the Lessor that could
reasonably be expected to result in a Material Adverse Change.



          Section 542 Compliance with Law. The Lessor :




     (a) is not in violation of (1) any Applicable Law or (2) court orders to which it is
subject, the violation of either of which could reasonably be expected to materially and
adversely affect the ability of the Lessor to perform its obligations under and comply with
the terms of this Indenture or any other Related Document to which it is a party;




     (b) has not failed to obtain any licenses, permits, franchises or other governmental
authorizations which failure could reasonably be expected to materially and adversely affect
the ownership of its property (including the Owner Compressors) or the conduct of its
business including, without limitation, with respect to transactions
contemplated by this Indenture and the other Related Documents to which it is a party;
and




     (c) is not in violation in any respect of any term of any agreement, certificate of
formation, organizational documents or other instrument to which it is a party or by



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which
it may be bound, which violation could reasonably be expected to materially and adversely
affect the business or condition (financial or otherwise) of the Lessor, or materially and
adversely affect the Lessor’s rights or remedies under any User Contract or the interest of
the Indenture Trustee, the Noteholders or any Series Enhancer in any Collateral.



          Section 543 Title; Liens. (a) The Lessor has good, legal and marketable title to each of
its assets.




     (b) None of the assets of the Lessor are subject to any Lien, except for Permitted
Encumbrances.



          Section 544 Ownership; Subsidiaries. All of the issued outstanding membership interests of
the Lessor are owned by the Issuer. The Lessor has no subsidiaries.



          Section 545 No Partnership. The Lessor is not a partner or joint venturer in any
partnership or joint venture.



          Section 546 UCC Information. The information set forth in Schedule 1 hereto is true,
complete and correct in all material respects.



          Section 547 Security Interest Representations. (a) This Indenture creates a valid and
continuing security interest (as defined in the UCC) and Lien in the Lessor Collateral in favor of
the Indenture Trustee for the benefit of the Noteholders, each Series Enhancer and each Interest
Rate Hedge Provider, which security interest, upon the execution and delivery of the Control
Agreement and the completion of the filings referred to in Section 547(d) being duly made, is a
perfected first priority security interest prior to all other Liens, and is enforceable as such as
against creditors of and purchasers from the Lessor.




     (b) The Compressors constitute “equipment” or “inventory” within the meaning of the
UCC. The Lease constitutes “tangible chattel paper” or “accounts” within the meaning of the
UCC and the rights thereunder constitute “general intangibles” within the meaning of the
UCC. Each of the Transaction Accounts constitutes a “securities account” within the meaning
of the UCC.




     (c) The Lessor owns and has good and marketable title to the Lessor Collateral, free
and clear of any Lien, claim or encumbrance of any Person other than the Issuer, except for
the Liens created or permitted pursuant hereto or the Related Documents.




     (d) The Lessor has caused all appropriate financing statements or documents of similar
import to be duly filed in the proper filing office in the appropriate jurisdictions under
Applicable Law in order to perfect the security interest in the Lessor Collateral
granted to the Indenture Trustee in this Indenture and such security interest
constitutes a perfected first priority security interest in favor of the Indenture Trustee.
All financing statements filed against the Lessor in favor of the Indenture Trustee in
connection herewith describing the Collateral contain a statement to the following effect:
“A purchase of, or security interest in or a Lien on, any collateral described in this
financing



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statement, other than a security interest in favor of the Indenture Trustee, will
violate the rights of the Indenture Trustee.”




     (e) Other than the security interest granted to the Indenture Trustee pursuant to this
Indenture or granted in any of the Related Documents, the Lessor has not pledged, assigned,
sold, granted a security interest in or a Lien (except for Permitted Encumbrances) on or
otherwise conveyed any of the Collateral, except as permitted pursuant hereto or in the
Related Documents. The Lessor has not authorized the filing of, and is not aware of, any
financing statements against the Lessor that include a description of collateral covering
any Collateral other than any financing statement or document of similar import (i) relating
to the security interest granted to the Indenture Trustee in this Indenture, or (ii) that
has been terminated. The Lessor is not aware of any judgment or tax lien filings against
the Lessor.




     (f) The Lessor has received all necessary consents and approvals required by the terms
of the Lessor Collateral to pledge to the Indenture Trustee of its interest and rights in
such Collateral hereunder.




     (g) The representations and warranties set forth in this Section 547 shall survive
until this Indenture is terminated in accordance with its terms.



          Section 548 Identification Marks. The Lessor has used, or has caused the Manager to use,
its best efforts to keep and maintain, or to cause to be kept and maintained on each Owner
Compressor, an identification sticker that complies with the provisions of Section 9.12 of the
Management Agreement.



          Section 549 Intellectual Property. The Lessor has no Intellectual Property.



          Section 550 Taxpayer Identification Number. The Lessor’s U.S. taxpayer identification
number is 27-0739653. Pursuant to Treasury Regulation Section 301.7701-3(b)(l)(ii), the Lessor is
disregarded as an entity separate from its single owner.



          Section 551 Disclosure. The Lessor has disclosed to the Deal Agent all agreements,
instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject,
and all other matters known to it, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect. No report, financial statement, certificate or
other information furnished (whether in writing or orally) by or on behalf of the Lessor to the
Deal Agent, the Indenture Trustee, or any Noteholder in connection with the transactions
contemplated hereby and the negotiation of this Indenture or delivered hereunder or under any other
Related Document (in each case, as modified or supplemented by other information so furnished)
contains any material misstatement of fact or omits to state any material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with respect to projected financial information, the Lessor
represents only that such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.



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So long as any of the Notes shall be Outstanding and until payment and performance in full of the
Outstanding Obligations, the representations and warranties contained herein shall have a
continuing effect as having been true when made.




ARTICLE VI A




COVENANTS OF ISSUER




          The Issuer hereby covenants and agrees for the benefit of the Indenture Trustee, the
Noteholders, each Series Enhancer and each Interest Rate Hedge Provider that, until the
satisfaction and discharge of this Indenture in accordance with Section 701 hereof, the Issuer
shall observe each of the following covenants:



          Section 601 Payment of Principal and Interest; Payment of Taxes.




     (a) The Issuer will duly and punctually pay the principal of, and interest on, the
Notes in accordance with the terms of the Notes, this Indenture and the related Supplement;




     (b) The Issuer will take all actions as are necessary to ensure that all taxes and
governmental claims, if any, in respect of the Issuer’s activities and assets (including the
Collateral) are promptly paid; and




     (c) The Issuer will not claim any credit on, make any deduction from the principal,
premium, if any, or interest payable in respect of the Notes (other than amounts properly
withheld from such payments under any Applicable Law) or assert any claim against any
present or former Noteholder by reason of the payment of any taxes levied or assessed upon
any of the Collateral.



          Section 602 Preservation of Name; Maintenance of Office; Jurisdiction of Formation. The
Issuer shall not change its name, establish a new location for its chief executive office or its
jurisdiction of organization unless (i) the Issuer shall provide each of the Indenture Trustee,
each Rating Agency, the Deal Agent, and each Interest Rate Hedge Provider not less than thirty (30)
days prior written notice of its intention to do so, clearly describing such new location or
jurisdiction and providing such other information in connection therewith as the Indenture Trustee,
the Deal Agent, or any Interest Rate Hedge Provider may reasonably request, and (ii) not less than
fifteen (15) days prior to the effective date of such change or relocation, the Issuer shall have
taken, at its own cost, all action necessary so that such change of location does not impair the
security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or
contribution of the Owner Compressors to the Issuer, and shall have delivered to the Indenture
Trustee, the Deal Agent, each Interest Rate Hedge Provider and each Series Enhancer copies of all
filings required in connection therewith together with an Opinion of Counsel, satisfactory to the
Indenture Trustee, each Interest Rate Hedge Provider and each Series Enhancer, to the effect
that such change of location or jurisdiction does not impair either the perfection or priority of
the Indenture Trustee’s security interest in the Collateral.



          Section 603 Corporate Existence. The Issuer will keep in full effect its existence, rights
and franchises as a limited liability company (or other organized entity)



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organized under the laws
of the State of Delaware, and will obtain and preserve its qualification in each jurisdiction in
which such qualification is necessary to protect the validity and enforceability of this Indenture,
each Supplement issued hereunder and all the Notes issued pursuant to the terms of such Supplement.
The Issuer will not liquidate or dissolve.



          Section 604 Compliance with Law. The Issuer will comply, in all material respects, with
all acts, rules, regulations, orders, decrees and directions of any Governmental Authority
applicable to the Issuer or the Collateral or any part thereof; provided, however, that the Issuer
may contest any act, regulation, order, decree or direction in any reasonable manner that shall not
materially and adversely affect the rights and remedies of the Indenture Trustee, the Noteholders,
any Interest Rate Hedge Provider or any Series Enhancer in the Collateral.



          Section 605 Protection of Issuer Collateral. The Issuer will from time to time execute and
deliver all amendments hereto and all such financing statements, continuation statements,
instruments of further assurance and other instruments, documents or filings as are required by
Applicable Law including, inter alia, any such filings in connection with Intellectual Property, if
acquired, and will, upon the reasonable request of the Manager, the Indenture Trustee, any Interest
Rate Hedge Provider, the Deal Agent or any Series Enhancer, take such other action reasonably
necessary or advisable to:




     (a) grant more effectively the security interest in all or any portion of the
Collateral;




     (b) maintain or preserve the Lien of this Indenture (and the priority thereof) or carry
out more effectively the purposes hereof;




     (c) perfect, publish notice of, or protect the validity of the security interest in the
Collateral created pursuant to this Indenture;




     (d) enforce any of the items of the Collateral;




     (e) preserve and defend its right, title and interest to the Collateral and the rights
of the Indenture Trustee and/or any Series Enhancer in such Collateral against the claims of
all Persons (other than the Noteholders or any Person claiming through the Noteholders),
including any claims that the Compressor is a fixture; or




     (f) pay any and all taxes levied or assessed upon all or any part of the Collateral.



          Section 606 Defend Title to Collateral. The Issuer shall defend the right, title, and
interest of the Indenture Trustee and each Series Enhancer in, to, and under the Collateral,
against all claims of third parties claiming through or under the Issuer.



          Section 607 Enforce Contract Rights. Except as otherwise expressly permitted by the terms
of the Related Documents, the Issuer will promptly enforce all of its rights under, and with
respect to, the Collateral.



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          Section 608 Negative Covenants Regarding Issuer Collateral (including Related Documents).
The Issuer will not, without the prior written consent of the Indenture Trustee (acting at the
direction of the Requisite Global Majority) in each instance:




     (a) (i) except as otherwise permitted by this Indenture, any Interest Rate Swap
Agreement or the other Related Documents, take, or fail to take, any action, and will use
its reasonable efforts not to permit any action to be taken by others, which would release
any Person from any of such Person’s covenants or obligations under any agreement or
instrument included in the Collateral, or which would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the validity or
effectiveness of, any such agreement or instrument;




          (ii) amend, modify or terminate the Contribution Agreement, any Lease, the
Intercreditor Agreement, the Management Agreement, the Back-up Management Agreement or any
other Related Document (other than this Indenture or the Supplement), or grant any waiver or
consent from compliance with the express terms of any of the foregoing; or




          (iii) except as required under Section 702(d) or 702(e), change any Minimum Targeted
Principal Balance or Scheduled Targeted Principal Balance for any Series of Notes.




     (b) (i) permit the validity or effectiveness of this Indenture to be impaired, (ii)
permit the Lien of this Indenture with respect to the Collateral to be subordinated,
terminated or discharged, except as permitted in accordance with Section 404 or Article VII
hereof, or (iii) permit any Person to be released from any covenants or obligations with
respect to such Collateral, except as may be expressly permitted by the Management
Agreement.



          Section 609 Non-Consolidation of the Issuer. (a) The Issuer shall be operated in such a
manner that it shall not be substantively consolidated with the trust estate of any other Person
(other than the Lessor) in the event of the bankruptcy or insolvency of the Issuer or such other
Person. Without limiting the foregoing, the Issuer shall (1) hold all of its assets in its own
name and conduct its business in its own name giving effect to the Management Agreement, (2)
maintain its books, records and cash management accounts separate from those of any other Person,
(3) maintain its bank accounts separate from those of any other Person, (4) maintain separate
financial statements, showing its assets and liabilities separate and apart from those of any other
Person, (5) pay its own liabilities and expenses only out of its own funds (including, inter alia,
the payment of the salaries of its employees), (6) enter into a transaction with an Affiliate only
if (i) such transaction is commercially reasonable and on the same terms as would be available in
an arm’s length transaction with a Person or entity that is not an Affiliate, and (ii) such
transaction is not otherwise prohibited pursuant to the provisions of Section 643 or 645 hereof;
provided, however, that nothing contained in this clause (6) shall prohibit the Issuer from
accepting capital contributions from the holder(s) of its Membership Interests or engaging in the
transactions contemplated under the Related Documents and the agreements permitted under Section
615, (7) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate,
including paying for office space and services performed by any employee of an



52









 







Affiliate, (8) hold
itself out as a separate entity, (9) maintain adequate capital in light of its contemplated
business operations, (10) maintain a sufficient number of employees in light of its contemplated
business operations, (11) not acquire the obligations or securities of its Affiliates, including
partners, members or shareholders, as appropriate, (12) not make loans to any Person (other than to
the Lessor) or buy or hold evidence of indebtedness issued by any other Person (other than the
Lessor) and other than Contracts intended for security, cash and investment-grade securities), (13)
use separate stationery, invoices, and checks bearing its own name (14) not pledge its assets for
the benefit of any other Person, other than with respect to the Permitted Encumbrances, (15)
correct any misunderstanding regarding its separate identity, (16) not hold out its credit as being
available to satisfy the obligations of any other Person, (17) not identify itself as a division of
any other Person or entity and (18) observe all other appropriate limited liability company and
other organizational formalities including, inter alia, remaining in good standing and qualified as
a foreign limited liability company in each jurisdiction and obtaining all necessary licenses and
approvals as required under Applicable Law. Nothing in this paragraph shall be deemed to apply to
or limit any transaction or relationship with the Lessor so long as the Lessor itself complies in
all material respects with its undertakings under Section 659.




     (b) Notwithstanding any provision of law which otherwise empowers the Issuer, the
Issuer shall not (1) hold itself out as being liable for the debts of any other Person other
than the Lessor, (2) act other than in its official name or the names of its duly authorized
officers or agents, (3) engage in any joint activity or transaction of any kind with or for
the benefit of any Affiliate including any loan to or from or guarantee of the indebtedness
of any Affiliate, except in connection with the Related Documents and the agreements
permitted under Section 615 and except payment of lawful distributions to the holders of its
Membership Interests, including, to the extent applicable, distributions that comply with
the provisions of Section 648 hereof, (4) commingle its funds or other assets with those of
any other Person, (5) create, incur, assume, guarantee or in any manner become liable in
respect of any indebtedness (except pursuant to this Indenture, the Management Agreement,
and any agreement permitted under Section 615) other than trade payables and expense
accruals incurred in the ordinary course of its business or (6) take any other action that
would be inconsistent with maintaining the separate legal identity of the Issuer. Nothing
in this paragraph shall be deemed to apply to or limit any transaction or relationship with
the Lessor so long as the Lessor itself complies in all material respects with its
undertakings under Section 659.



          Section 610 No Bankruptcy Petition. The Issuer shall not (1) commence any Insolvency
Proceeding seeking to have an order for relief entered with respect to it, or seeking
reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or other
relief with respect to it or its debts, (2) seek appointment of a receiver, trustee, custodian or
other similar official for it or any part of its assets, (3) make a general assignment for the
benefit of creditors, or (4) take any action in furtherance of, or consenting or acquiescing in,
any of the foregoing.



          Section 611 Liens. The Issuer shall not (i) directly or indirectly create, incur, assume
or suffer to exist any Lien (except any Permitted Encumbrance) to be created on or extend to or
otherwise arise upon or burden the Collateral or any part thereof or any of the



53









 







Issuer’s interest
therein or the Proceeds thereof; or (ii) permit the Lien of this Indenture not to constitute a
valid first priority perfected security interest in the Collateral. The Issuer, at its own
expense, will promptly pay, satisfy and otherwise take such actions as may be necessary to keep
this Indenture and the Collateral free and clear of, and to duly discharge or eliminate (or bond in
a manner satisfactory to Indenture Trustee), any Lien that may arise in violation of the foregoing.
The Issuer will notify the Indenture Trustee in writing promptly upon a Responsible Officer of the
Issuer obtaining knowledge of any Lien, other than Permitted Encumbrances, that shall attach to any
Owner Compressor and of the full particulars of such Lien.



          Section 612 Other Debt. Except in connection with the Related Documents and any agreements
permitted under Section 615, the Issuer shall not contract for, create, incur, assume or suffer to
exist any Indebtedness other than (i) the Notes issued from time to time pursuant to this Indenture
and any Supplement to this Indenture, (ii) any Management Fees, Manager Advances and all other
amounts payable pursuant to the provisions of the Management Agreement, (iii) trade payables and
expense accruals incurred in the ordinary course and that are incidental to the purposes permitted
pursuant to the Issuer’s limited liability company agreement, (iv) obligations incurred pursuant to
Interest Rate Swap Agreements permitted or required hereunder, (v) Indebtedness in respect of
Reimbursement Amounts and obligations incurred pursuant to an Enhancement Agreement, (vi) all
amounts payable under the Lease, (vii) any Indebtedness created pursuant to the terms of the
Related Documents, including the Intercompany Notes and (viii) any obligations under the Omnibus
Agreement.



          Section 613 Guarantees, Loans, Advances and Other Liabilities. The Issuer will not make
any loan, advance or credit to, or guarantee (directly or indirectly or by an instrument having the
effect of assuring another’s payment or performance on any obligation or capability of so doing, or
otherwise), endorse (except for the endorsement of checks for collection or deposit) or otherwise
become contingently liable, directly or indirectly, in connection with or for the obligations,
stock or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any
stock, obligations or securities of, or any other interest in, or make any capital contribution to,
any other Person, other than to the Lessor or under the Related Documents and the Omnibus
Agreement.



          Section 614 Consolidation, Merger and Sale of All or Substantially All of Assets. (a) The
Issuer shall not consolidate with or merge with or into any other Person (other than with the
Lessor) or sell, convey, transfer or lease all, or substantially all, of its assets, whether in a
single transaction or a series of related transactions, to any Person (other than the Lessor)
except for (i) entering into User Contracts in compliance with the terms of the Management
Agreement, this Indenture, and the Related Documents, and (ii) sales pursuant to Section 816
hereof. For the avoidance of doubt, the disposition of assets in connection with a reduction in
the amount of Outstanding Obligations under the Warehouse Notes will not be considered to involve
all, or substantially all, of the assets of the Issuer.




     (b) The obligations of the Issuer hereunder shall not be assignable nor shall any
Person succeed to the obligations of the Issuer hereunder except in each case in accordance
with the provisions of this Indenture.



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     (c) The Issuer shall give prior written notice to each Rating Agency and each Series
Enhancer of any action to be taken pursuant to this Section 614.



          Section 615 Other Agreements. The Issuer will not, after the date of the issuance of the
Notes, enter into, or become a party to, any agreements or instruments other than (i) this
Indenture, the Supplements, the Contribution Agreement, the Management Agreement, the Back-up
Management Agreement, the Note Purchase Agreements, the Control Agreement, the Enhancement
Agreement(s), the Intercreditor Agreement, the Omnibus Agreement (and any replacement agreement
providing for similar management services with a counterparty capable of carrying out such
management services (as determined by the Deal Agent in its reasonable discretion)), the Interest
Rate Swap Agreements required or permitted hereunder and the Related Documents, (ii) any
agreement(s) for acquisition or disposition of one or more Owner Compressors and the Related Assets
permitted by the terms of this Indenture and the other Related Documents, (iii) any User Contract
in respect of an Owner Compressor made in accordance with the provisions of this Indenture, the
Contribution Agreement or the Management Agreement or the other Related Documents, and (iv) other
agreement(s) expressly contemplated hereby or thereby and other agreements entered into in the
ordinary course of business that are necessary to engage in activities that are expressly
authorized pursuant to the terms of the Related Documents, including, without limitation, audit
engagement letters, agreements with tax authorities, tax payments, intercompany leases between the
Issuer and the Lessor, agreements relating to employee salaries, employee secondment agreements,
agreements for professional services, agreements resulting in payment of bank fees, real estate
leases (including the Dickenson Lease), base rental leases, bills of sale, and the Intercompany
Notes; provided however, that all agreements referred to in clauses (ii) and (iv) (other than
tax-related agreements and any other agreements with an aggregate potential recourse liability for
the Issuer not in excess of $25,000 per month) shall contain provisions with respect to the Issuer
that are substantially similar to the provisions set forth in Sections 1212 and 1218 hereof.



          Section 616 Organizational Documents. The Issuer will not amend or modify its
organizational documents without the prior written consent of the Indenture Trustee (acting at the
direction of the Requisite Global Majority), the Deal Agent and each Interest Rate Hedge Provider.



          Section 617 Capital Expenditures. The Issuer will not make any expenditure (by long-term
or operating lease or otherwise) for capital assets (either realty and personalty), except for (a)
the acquisition of additional Compressors and Compressor Related Assets pursuant to the
Contribution Agreement or the Management Agreement or with amounts on deposit in the Purchase
Account and (b) overhaul costs or capital improvements to the Owner Compressors made in the
ordinary course of its business and in accordance with the terms of the Management Agreement.



          Section 618 Permitted Activities; Compliance with Organizational Documents. The Issuer
will observe all organizational and managerial procedures required, and will not engage in any
activity or enter into any transaction except as permitted, by its Organizational Documents, any
other formation documents of the Issuer, and the limited liability company laws of the State of
Delaware.



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          Section 619 Investment Company Act. The Issuer will conduct its operations, and will cause
the Manager to conduct the Issuer’s operations, in a manner which will not subject it to
registration as an “investment company” under the Investment Company Act of 1940, as amended.



          Section 620 Payments on the Collateral. If the Issuer shall receive from any Person any
payments (other than amounts distributed to the Issuer pursuant to Section 302 hereof) with respect
to the Collateral (and, in the event such Collateral has been released from the Lien of this
Indenture in accordance with the provisions of Section 404 hereof at the time such payment is
received, to the extent such payment relates to a period prior to the time such Collateral was
released from the Lien of this Indenture in accordance with Section 404 hereof or pursuant to any
Supplement hereto), the Issuer shall receive such payment in trust for the Indenture Trustee, as
secured party hereunder, and subject to the Indenture Trustee’s security interest and shall
immediately deposit such payment in the Trust Account.



          Section 621 Transactions with Affiliates. Except for (i) the Intercompany Notes, (ii)
purchase, sales, and leasing of Owner Compressors by and between the Lessor and the Issuer, and
(iii) the agreements permitted under Section 615, the Issuer shall not enter into or permit to
exist, directly or indirectly, any transaction with any of its Affiliates, except for transactions
made on fair and reasonable terms which are no more favorable to such Affiliate than would be
obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate.



          Section 622 Notices. The Issuer shall notify the Indenture Trustee, the Deal Agent, each
Rating Agency, each Series Enhancer, and each Interest Rate Hedge Provider in writing of any of the
following immediately upon learning of the occurrence thereof, describing the same and, if
applicable, the steps being taken by the Person(s) affected with respect thereto:




     (a) Event of Default. The occurrence of an Event of Default;




     (b) Litigation. The institution of any litigation, arbitration proceeding or
Proceeding before any Governmental Authority which, if adversely resolved, would result in a
Material Adverse Change;




     (c) Material Adverse Change. The occurrence of a Material Adverse Change with respect
to the Issuer;




     (d) Liens. The existence of any Lien on the Collateral other than Permitted
Encumbrances; or




     (e) Other Events. The occurrence of any Trigger Event or any EXLP Group Event.



          Section 623 Books and Records. The Issuer shall, and shall cause the Manager to, maintain
complete and accurate books and records in which full and correct entries in conformity with
GAAP shall be made of all dealings and transactions in relation to its business and activities.
The Issuer shall report, or cause to be reported, on its financial records the transfer to the
Issuer of all Owner Compressors and Compressor Related Assets in accordance



56









 







with GAAP. The Form
10K for EXLP and its Consolidated Subsidiaries will disclose that the assets of the Issuer are not
available to pay the debts of either the Contributor or the Manager. The Issuer shall (i) keep
complete minutes of the meetings and other proceedings of the Issuer, and (ii) continuously
maintain the resolutions, agreements and other instruments underlying the sale and transfer of the
Owner Compressors as official records of the Issuer.



          Section 624 Taxes. The Issuer shall, or shall cause the Manager to, pay when due, all of
the Taxes and other Impositions, unless, and only to the extent that, the Issuer is contesting such
Impositions in good faith and by appropriate legal proceedings, and the Issuer has set aside on its
books such reserves or other appropriate provisions therefor as may be required by GAAP; and in
the case of all Impositions that might in any way affect the title of the Issuer or the Lessor, as
the case may be, or result in a Lien upon any Owner Compressors or result in a Material Adverse
Change, in each such case, the nonpayment of such Imposition during such contest shall not, in the
reasonable opinion of EXLP, adversely affect the title, property or rights of the Issuer or the
Lessor.



          The Issuer shall prepare and make available to the Deal Agent and the Indenture Trustee for
inspection for a reasonable time following the required date of filing (or, to the extent
permissible, file on behalf of the Indenture Trustee) any and all reports (including income tax
returns) to be filed by the Issuer or the Indenture Trustee with any Governmental Authority by
reason of the ownership by the Issuer of any Owner Compressor or the contracting thereof to Users
or the use thereof by the Issuer in the provision of contract compression services, to the extent
any such reports are required because of the nature of the Owner Compressors. In the event any
reports or returns with respect to Impositions are required to be filed, the Manager will prepare
and file such reports or returns, or cause such reports or returns to be prepared and filed, in
such manner as to show the interests of the Issuer or the Lessor, as the case may be, in the Owner
Compressors, where required by the state or other taxing authority. EXLP shall have the right to
serve as the Issuer’s or the Lessor’s agent in connection with actions of the Issuer or the Lessor
required under this Section 624 to the extent permitted under Section 2.6 of the Management
Agreement.



          Section 625 Subsidiaries. The Issuer shall not create any Subsidiaries other than the
Lessor.



          Section 626 Investments. The Issuer shall not make or permit to exist any Investment in
any Person except for its Investment in the Lessor and Investments in Eligible Investments made in
accordance with the terms of this Indenture.



          Section 627 Use of Proceeds. Except as otherwise set forth in a Supplement, the Issuer
shall use the proceeds of the Notes only for (i) the purchase of Owner Compressors and related
Collateral, (ii) the payment of transaction expenses and (iii) general corporate purposes. In
addition, the Issuer shall not permit any proceeds of the Notes to be used, either directly or
indirectly, for the purpose, whether immediate, incidental or ultimate, of “purchasing or carrying
any margin stock” within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System, as amended from time to time, and shall furnish to each Holder, upon its request, a
statement in conformity with the requirements of Regulation U.



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          Section 628 Asset Base Certificate. The Issuer shall prepare and deliver to the Indenture
Trustee, each Series Enhancer, each Interest Rate Hedge Provider, each Rating Agency and the Deal
Agent, on each Determination Date, an Asset Base Certificate.



          Section 629 Financial Statements. The Issuer shall prepare and deliver (or shall cause the
Manager to prepare and deliver) to the Indenture Trustee, each Interest Rate Hedge Provider, each
Series Enhancer, each Rating Agency and the Deal Agent, (i) unaudited quarterly consolidated
financial statements of (x) the Issuer and (y) EXLP, in each case, within sixty (60) days of the
end of each fiscal quarter and (ii) annual consolidated financial statements of (xx) EXLP, audited
by its regular Independent Accountants, and (yy) the Issuer, audited by its regular Independent
Accountants, in each case, within one hundred twenty (120) days of the end of each fiscal year.
All financial statements shall be prepared in accordance with GAAP; provided, however, that the
Issuer shall be deemed to have furnished the annual audited financial statements of EXLP referred
to above if EXLP shall have timely made the same available on “EDGAR” and/or on its home page on
the worldwide web (at the date of this Indenture located at http://www.exterran.com);
provided, further, however, that if the Indenture Trustee is unable to access “EDGAR” or EXLP’s
home page on the worldwide web, the Issuer agrees to provide the Indenture Trustee with paper
copies of the annual audited financial statements of EXLP referred to above promptly following
notice from the Indenture Trustee that it is unable to access “EDGAR” or the EXLP home page.
Delivery of such reports, information and documents to the Indenture Trustee is for informational
purposes only and the Indenture Trustee’s receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained therein, including
the Issuer’s compliance with any of its covenants hereunder (as to which the Indenture Trustee is
entitled to rely exclusively on Officer’s Certificates).



          Section 630 Rule 144A Information. For so long as any of the Notes are “restricted
securities” within the meaning of Rule 144(a)(3) under the Securities Act and the Issuer is not
subject to Section 13 or 15(d) of the Exchange Act, the Issuer will, and shall cause Manager to,
(i) provide or cause to be provided to any Holder of Notes and any prospective purchaser thereof
designated by such a Holder, upon the request of such Holder or prospective purchaser, the
information required to be provided to such Holder or prospective purchaser by Rule 144A(d)(4)
under the Securities Act; and (ii) update such information to prevent such information from
becoming materially false and materially misleading in a manner adverse to any Noteholder.



          Section 631 Hedging Requirements. (a) The Issuer will, within thirty (30) days after the
Closing Date and within thirty (30) days after the issuance of any additional Series entered into
after the Closing Date (or such shorter time period as set forth in the related Series Supplement),
enter into and at all times that any Outstanding Obligations remain unpaid, maintain one or more
Interest Rate Swap Agreements with one or more Interest Rate Hedge Providers having an aggregate
notional balance at any time of (x) not less than the product of (i) eighty-five percent (85%) and
(ii) the then Aggregate Note Principal Balance (the amount described in this clause (x), the
“Minimum Hedging Amount”) and (y) not more than the product of (i) one hundred percent
(100%) and (ii) an amount equal to the then Aggregate Note Principal Balance (the
product set forth in this clause (y), the “Maximum Hedging Amount”); provided, however,
that for any period of ninety (90) consecutive days (or such longer time as may be



58









 







approved by the
Requisite Global Majority), the Maximum Hedging Amount may be increased to an amount not to exceed
the product of (i) one hundred ten percent (110%) and (ii) an amount equal to the then Aggregate
Note Principal Balance. Each Interest Rate Hedge Provider shall be an Eligible Interest Rate Hedge
Counterparty on the date on which the related Interest Rate Swap Agreement is originated. Except
to the extent set forth in the related Interest Rate Swap Agreement(s) in existence as of the
Closing Date, the Interest Rate Swap Agreement(s) will be co-terminus with the Legal Final Maturity
Date of the Series of Notes related to such Interest Rate Swap Agreement(s). All of the foregoing
requirements shall be collectively referred to as the “Hedging Requirements.” The Deal Agent shall
have the right to review and approve prior to the execution thereof by the Issuer, each Interest
Rate Swap Agreement (or amendments to any existing Interest Rate Swap Agreement) entered into
subsequent to the Closing Date that differs in any material respect from the Interest Rate Swap
Agreements in effect on the Closing Date, particularly with respect to changes to applicable
termination events and automatic termination events, no bankruptcy covenants with respect to the
Issuer and limitation of payments to specified amounts in accordance with Section 302 hereof).




     (b) If the Issuer is required to enter into additional transactions and/or terminate
transactions under existing Interest Rate Swap Agreements in order to comply with the
Hedging Requirements, then the Issuer shall provide notice of such condition to the
Indenture Trustee and the Deal Agent within five (5) Business Days after such condition is
determined to exist. The Issuer (or the Manager on behalf of the Issuer) shall remedy such
imbalance by the next succeeding Payment Date. If the Hedging Requirements are not
satisfied, and if the Issuer has failed to remedy same within such period, then the
Indenture Trustee (at the written direction of the Requisite Global Majority) shall have the
right to (i) with respect to a failure to comply with the Minimum Hedging Amount, enter into
(and shall enter into as and when the Requisite Global Majority Party shall direct in
writing) Interest Rate Swap Agreements on behalf of the Issuer to remedy such condition, and
(ii) with respect to a failure to comply with the Maximum Hedging Amount, terminate, on
behalf of the Issuer, one or more Interest Rate Swap Agreements in order to remedy such
condition. The calculations to be made under this Section 631 shall exclude all
transactions where the Issuer is not required to make any scheduled periodic payments other
than premium payments or fees. If a Trigger Event is then continuing, neither the Issuer
nor the Manager on its behalf shall enter into any additional transactions under Interest
Rate Swap Agreements, except with the approval of the Deal Agent. So long as no Trigger
Event is then continuing, the Issuer may exercise its commercially reasonable discretion in
selecting the specific transactions and notional amounts thereof to be terminated or
reduced. If a Trigger Event is then continuing, then (i) if there is only one institution
serving as the Interest Rate Hedge Provider with respect to all Interest Rate Swap
Agreements then in effect, such Interest Rate Hedge Provider shall select the specific
Interest Rate Swap Agreements to be terminated and (ii) at all times not covered by clause
(i), the notional reductions shall be effected over all outstanding transactions under
Interest Rate Swap Agreements then in effect on a pro rata basis, based on the respective
notional amounts for each calculation period, so that the notional amounts for each current
and future calculation period will comply with the Hedging Requirements. If the Issuer
fails to terminate or reduce
transactions as required in this Section 631, the Indenture Trustee (acting at the
written direction of the Requisite Global Majority) shall reduce the notional amounts, in
whole or



59









 







in part, for all outstanding transactions under each Interest Rate Swap Agreement
then in effect on a pro rata basis, based on the respective notional amounts for each
calculation period in accordance with the Hedging Requirements. The Indenture Trustee shall
have no duty to monitor such events, and shall be required to take action in respect of the
provisions of this Section 631 only upon written direction of the Person(s) entitled to give
such direction.




     (c) On each Determination Date, the Issuer shall provide or cause to be provided to the
Indenture Trustee and each Series Enhancer, a monthly report reflecting the hedging policy
calculations as of the end of the preceding calendar month based on all transactions
outstanding as of the end of such month under Interest Rate Swap Agreements then in effect,
including transactions which are scheduled to commence on a future date.




     (d) The termination provisions provided for in this Indenture relating to the Interest
Rate Swap Agreements are in addition to, and not to the exclusion of, any termination
provisions contained in the Interest Rate Swap Agreements.




     (e) All payments received from an Interest Rate Hedge Provider shall be deposited by
the Issuer directly into the Trust Account in accordance with Section 302 hereof.



          Section 632 Separate Identity. The Issuer makes herein by this reference each of the
representations and warranties made by it to Baker Botts LLP in support of its opinions respecting
the consolidation of the Issuer and certain other parties issued and delivered in connection with
the issuance of the Notes, as if specifically made herein and agrees to comply with each of the
factual assumptions contained in such opinions.



          Section 633 Annual Perfection Opinion. Within ninety (90) days after the end of each
calendar year, beginning with the calendar year 2010, the Issuer shall furnish to the Indenture
Trustee, the Deal Agent, each Interest Rate Hedge Provider, each Rating Agency and each Series
Enhancer, an Opinion of Counsel either stating that, in the opinion of such counsel, such action
has been taken with respect to the recording, filing, re-recording and refiling of this Indenture,
any Supplements hereto and any other requisite documents, and with respect to the execution and
filing of any financing statements and continuation statements, as are necessary to maintain the
Lien created by this Indenture and reciting the details of such action or stating that, in the
opinion of such counsel, no such action is necessary to maintain such Lien.



          Section 634 Identification Marks. The Issuer shall use, and shall cause the Manager to
use, its best efforts to prominently display on each Owner Compressor an identification sticker
that complies with the provisions of Section 19.12 of the Management Agreement. Except in
accordance with Section 19.12 of the Management Agreement, the Issuer shall not allow the name of
any Person to be placed upon any Owner Compressor as a designation that might be interpreted as
indicating a claim of ownership thereto or a security interest therein by any Person other than
Issuer or the Indenture Trustee.



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          Section 635 Storage and Maintenance of Contract Files. The Issuer shall at all times cause
the Manager to store and mark the User Contracts and the related Contract Files in accordance with
the provisions of Section 5.11 of the Management Agreement.



          Section 636 Use of Owner Compressors. Each Owner Compressor will be used and operated in
compliance, in all material respects, with any and all insurance policy terms, conditions and
provisions referenced in the Related Documents and in all material respects with all statutes,
laws, ordinances, rules and regulations of any federal, national, state or local governmental body,
agency or authority applicable to the use and operation of such Owner Compressor, including,
without limitation, environmental, noise and pollution laws (including notifications and reports).
Each Owner Compressor will be used and operated solely in the manner for which it was intended and,
in all material respects, in accordance with the license or certificate, if any, provided by the
manufacturer thereof. The Issuer shall use reasonable precautions to prevent loss or damage to
each Owner Compressor from fire and other hazards. The Issuer shall not permit any Owner
Compressor to be used in any unlawful trade or in any manner that would violate any law that would
expose such Owner Compressor to penalty, forfeiture or capture.



          Section 637 Maintenance and Repair of Owner Compressors. The Issuer, at its sole cost and
expense, shall maintain (or cause the Manager to maintain):




          (i) each Owner Compressor in a manner consistent with the Manager’s maintenance
practices applicable to its other equipment of the same or similar type as such Owner
Compressor, so as to keep each owner Compressor in good condition (ordinary wear and tear
excepted);




          (ii) each Owner Compressor in all material respects in compliance with Applicable Law
(including environmental laws);




          (iii) each Owner Compressor in compliance with the manufacturer’s maintenance standards
and procedures;




          (iv) each Owner Compressor in all respects in compliance with the insurance applicable
to such Owner Compressors;




          (v) Property Insurance and Liability Insurance as required pursuant to the Related
Documents for all Owner Compressors; and




          (vi) all records, logs and other materials required by any Governmental Authority
having jurisdiction over any Owner Compressor or the Issuer, to be maintained in respect of
such Owner Compressor.


In addition, the Issuer shall comply with (and shall ensure that the Manager complies with) the
mutual maintenance and support provisions set forth in the Management Agreement.




          Section 638 Alterations.



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          (i) Except as required or permitted by the provisions of this Section 638, the Issuer
shall not modify or alter any Owner Compressor without the prior written
approval of the Indenture Trustee (acting at the direction of the Requisite Global
Majority).




          (ii) In case any Owner Compressor (or any part or component thereof) is required to be
altered, added to, replaced or modified in order to comply with any insurance policies
required pursuant to this Indenture or Applicable Law, the Issuer agrees to promptly make
(or cause to be made) such Mandatory Alteration at its own expense. Thereupon, such
Mandatory Alteration shall immediately become subject to the terms and conditions of this
Indenture.




          (iii) The Issuer may make, or cause the Manager to make, any optional renovation,
improvement, addition, or alteration to any Owner Compressor (any such renovation,
improvement, addition or alteration, an “Optional Alteration”); provided that, such Optional
Alteration does not impair the value, use or remaining useful life of such Owner Compressor.
To the extent any Optional Alteration is not readily removable without impairing the value,
use or remaining useful life of the Owner Compressor to which such Optional Alteration has
been made, or is a part or appliance which replaces any part or appliance originally
incorporated or installed in or attached to such Owner Compressor on the effective date for
the related Supplement, such Optional Alteration shall be subject to the terms of this
Indenture and the Supplement to which the related Owner Compressor is subject.



          Section 639 User Contracts. The Issuer shall (or the Manager on behalf of the Issuer
shall) enter into User Contracts so long as (i) no Event of Default is then continuing, (ii) such
User Contract is entered into in the ordinary course of business of the Issuer or the Manager and
(iii) such User Contract shall not extend more than one (1) year beyond the Legal Final Maturity
Date for the Series of Notes with the then latest Legal Final Maturity Date, provided that, Owner
Compressors with an Aggregate Depreciated Value representing up to twenty percent (20%) of the
total Aggregate Depreciated Value of all Owner Compressors may be subject to User Contracts that
extend more than one year past the Legal Final Maturity Date specified in this clause (iii).



          Upon request by the Indenture Trustee (i) after the occurrence of either an Event of Default
or an EXLP Group Event or (ii) after delivery of a Manager Termination Notice, the Issuer shall
promptly deliver to the Indenture Trustee and the Deal Agent (x) a schedule certified by a
Responsible Officer of the Issuer of all User Contracts for the Owner Compressors (which schedule
shall identify the Users and the contact information for such Users) and (y) for so long as an
Event of Default has occurred and is continuing, copies of each User Contract at the time in
effect.



          Section 640 Loss, Damage or Destruction of Owner Compressors.




          (i) Risk of Loss, Damage or Destruction. The Issuer has retained and shall
retain all risk of loss, damage, theft, taking, destruction, confiscation, requisition or
commandeering, partial or complete, of or to each Owner Compressor subject to this



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Indenture
(“Loss, Damage or Destruction”), however caused or occasioned except for
Loss, Damage or Destruction caused by the gross negligence or willful misconduct of the
Indenture Trustee.




          (ii) Application of Payments Not Relating to a Casualty Loss. Any payments
(including, without limitation, insurance proceeds) received at any time by the Issuer from
any Governmental Authority or other Person with respect to any loss or damage to any Owner
Compressor not constituting a Casualty Loss, will be applied directly in payment of repairs
or for replacement of property, if not already paid by the Issuer, or if already paid by the
Issuer and no Event of Default shall have occurred and be continuing, shall be applied to
reimburse the Issuer for such payment. Any balance remaining after making such payment in
accordance with the provisions hereof with respect to such loss or damage shall be retained
by the Issuer. If any Event of Default shall have occurred and be continuing, all payments
hereunder shall be paid to the Trust Account and applied in accordance with the priority of
payments set forth in Section 302(e) hereof.



          Section 641 Intellectual Property Filings. The Issuer shall make all filings necessary or
desirable to ensure that the Indenture Trustee has a validly perfected first priority security
interest in any and all Intellectual Property, if any.



          Section 642 Fixture and Accessions. The Issuer shall not attach or incorporate (or permit
other Persons to attach or incorporate) any Owner Compressor to, or in, any other Owner Compressor
or other personal property or to or in any real property in a manner that could give rise to (x)
the assertion of any Lien on such Owner Compressor by reason of such attachment or (y) the
assertion of a claim that such Owner Compressor has become a fixture. The Issuer agrees to take
all actions that are necessary or desirable to ensure the continued characterization of the Owner
Compressors as personal property under Applicable Law.



          Section 643 Contracts with Exterran Affiliates. The Issuer shall not (and shall cause the
Manager to not) enter into a Contract for an Owner Compressor with an Exterran Affiliate, except
for (i) the Lease, (ii) the Compressor Transfer Certificate, (iii) the Contribution Agreement and
(iv) in connection with a transaction of the type set forth in Section 645.



          Section 644 Contracts Containing Purchase Options. The Issuer shall not (and shall cause
the Manager to not) enter into any Contract for use of an Owner Compressor that contains a
contractual purchase option in favor of the related User, unless:




          (i) such purchase option is (x) granted or exercisable by a Person other than an
Exterran Affiliate, and (y) the terms and conditions of such purchase option (including the
aggregate consideration payable upon the exercise of such option) have been negotiated on an
arm’s length basis and are consistent with prudent industry standards on the date on which
such purchase option was negotiated; and




          (ii) the Net Compressor Sales Proceeds to be received by the Issuer upon any exercise
of such purchase option must be for an amount that is not less than the then Depreciated
Value of such Owner Compressor as of the last day of the month



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immediately preceding each
exercise date of such purchase option; provided, however,
that no violation of this clause (ii) shall occur if the sum of the then Depreciated
Values of all Owner Compressors subject to such non-conforming purchase options does not
exceed at any time an amount equal to the product of (x) five percent (5%) and (y) the then
Aggregate Depreciated Value.



          Section 645 Sales of Owner Compressors to an Exterran Affiliate. The Issuer shall not (and
shall cause the Manager to not) sell, transfer or dispose of any Owner Compressor to an Exterran
Affiliate, except to the Lessor and except for any of the following sales, transfers or
dispositions to an Exterran Affiliate (other than the Lessor):




     (a) of a Prohibited Below DV Compressor;




     (b) of an Owner Compressor that is not then subject to a User Contract and which is
made for the purpose of using such Owner Compressor at a location outside of the United
States;




     (c) of an Owner Compressor for the purpose of Exterran or any Subsidiary of Exterran
(or, if EXLP is not a Subsidiary of Exterran, EXLP or its Subsidiary, EXLPOP) using such
Owner Compressor;




     (d) a substitution of Owner Compressors made in accordance with the provisions of
Section 649 hereof and Section 4.02 of the Contribution Agreement, or a sale to the
Contributor made under Section 4.01(a) of the Contribution Agreement;




     (e) a sale of an Owner Compressor and the Compressor Related Assets relating thereto
that could otherwise be made as a distribution in compliance with Section 648;




     (f) a sale to the Manager in connection with the simultaneous sale of such Owner
Compressor to a third party in a sale that complies with the provisions of Section 646
hereof; and




     (g) a sale of an Owner Compressor subject to a Compressor Termination Event that on the
date of such sale is not included in the calculation of the Asset Base;




provided that, such sale, transfer, or disposition in accordance with Section 645 is made:




          (i) in the case of any of clauses (a)-(c) of this Section 645, with the prior written
consent of the Deal Agent;




          (ii) in the case of any of clauses (a)-(g) of this Section 645, in the ordinary course
of business of the Manager and based on a determination by the Manager in its reasonable
business judgment that such a sale is in the best interests of the Issuer;




          (iii) in the case of clauses (a)-(f) of this Section 645, (x) for Net Compressor Sales
Proceeds payable on the sale date in an amount not less than the greater of (1) the then
Fair Market Sales Value of such Owner Compressor and (2) the



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then Depreciated Value of such
Owner Compressor; or (y) in exchange for a Compressor
of equal or greater Fair Market Sales Value than the Fair Market Sales Value of such
Owner Compressor and that, when acquired by the Issuer, has a then Depreciated Value no less
than the then Depreciated Value of such Owner Compressor;




          (iv) in the case of clause (g) of this Section 645, (x) for Net Compressor Sales
Proceeds payable on the sale date in an amount not less than the Fair Market Sales Value of
such Owner Compressor or (y) in exchange for a Compressor of equal or greater Fair Market
Sales Value than the Fair Market Sales Value of such Owner Compressor;




          (v) in the case of any of clauses (a)-(g) of this Section 645, while no Trigger Event
exists (or would result from such sale) other than, in the case of any sale to an Exterran
Affiliate of Prohibited Below DV Compressors, an Undercollateralization Event, Net Revenue
Event or Free Cash Flow Event;




          (vi) in the case of a sale pursuant to clause (c) above of this Section 645, (1) the
Issuer or the Manager shall have delivered a list of the Owner Compressors to be sold (which
list shall describe the Compressors to be sold and the User of each such Compressor) to the
Indenture Trustee and the Deal Agent no later than five (5) Business Days prior to such sale
and (2) the Issuer shall have delivered to the Indenture Trustee and the Deal Agent, no
later than five (5) Business Days prior to such sale, a written notice specifying the
Purchase Date on which Additional Compressors will be purchased with the proceeds of such
sale (which Purchase Date shall be no later than thirty (30) days after the date of such
sale), describing the Additional Compressors to be purchased (which Additional Compressors
shall satisfy all of the Purchase Criteria); provided, however, that in the case of any such
sale that (x) in the aggregate with all sales to the same buyer to be made on the same date
or any date within seven (7) days of such sale, will result in Net Compressor Sales Proceeds
not exceeding $750,000 and (y) in the aggregate with all sales made pursuant to clause (c)
above in the same calendar year as such sale and for which the items described in clauses
(1) and (2) above were not delivered within the time periods required above, will result in
Net Compressor Sales Proceeds not exceeding $4,500,000, the requirements set forth in
clauses (1) and (2) above shall be deemed to be satisfied so long as the items described in
such clauses are delivered to the Indenture Trustee and the Deal Agent no later than ten
(10) Business Days following the date of such sale; and




          (vii) in the case of any of clauses (a)-(g) of this Section 645, after giving effect to
such sale, the Aggregate Note Principal Balance shall not exceed the Asset Base.



          Section 646 Sales of Owner Compressors to Third Parties. The Issuer shall not (and shall
cause the Manager to not) sell or otherwise transfer an Owner Compressor to a Person that is not an
Exterran Affiliate, except for:




     (a) a sale of the Collateral pursuant to the provisions of Sections 614 or 816 hereof;



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     (b) sales, transfers or exchanges that comply with all of the following:




          (i) such sale is made (A) to the related User pursuant to a contractual purchase option
that complies with the provisions of Section 644 hereof, or (b) such sale is made in the
ordinary course of business of the Manager and for Net Compressor Sales Proceeds for Net
Compressor Sales Proceeds payable in cash in an amount that is equal to or the then Fair
Market Sales Value of the Owner Compressor so sold; and




          (ii) if the amount of the Net Compressor Sales Proceeds is less than the then
Depreciated Value of the Owner Compressor(s) to be sold, then both of the following shall be
satisfied:




     (A) in case of any sale other than pursuant to an existing purchase
option, no Prospective Trigger Event or Trigger Event is then continuing or
would result from such sale; and




     (B) the sum of the Depreciated Values (measured as of the last day of
the month immediately preceding a sale) of all Owner Compressors sold
pursuant to this clause (ii) in any calendar year does not exceed an amount
equal to the product of (x) two percent (2%) and (y) the then Aggregate
Depreciated Value, measured as of the first day of such calendar year; and




     (c) a sale of an Owner Compressor subject to a Compressor Termination Event that on the
date of such sale is not included in the calculation of the Asset Base.



          Section 647 Owner Compressors Located Outside of the United States. The Issuer shall not
(and shall cause the Manager to not) permit any Owner Compressor to be located outside of the
United States of America, provided that the location of an Owner Compressor outside the United
States of America shall not be a default or Event of Default as long as it is removed from the
fleet of Owner Compressors in accordance with Section 645(d) within five (5) days of knowledge of
such location by a Responsible Officer. Any such Owner Compressor so removed shall be an
Ineligible Compressor.



          Section 648 Distributions. The Issuer shall not make any distribution to the holders of
its Membership Interests other than: (A) distributions of cash distributed to the Issuer from the
Trust Account in accordance with Section 302(d) or 302(e) hereof; and (B) distributions of one or
more Owner Compressors and the Compressor Related Assets related thereto, which distributions under
this clause (B) satisfy all of the following requirements:




          (i) any Owner Compressors and related Compressor Related Assets to be so distributed
shall not, on the date of such distribution, be included in the calculation of any of the
Debt Limit, the Net Revenue Limit or the Free Cash Flow Limit;




          (ii) such distribution shall have been approved in advance by the sole member of the
Issuer;



66









 






          (iii) no Trigger Event shall have occurred and then be continuing or would result from
such distribution;




          (iv) unless such distribution is made in connection with a reduction in Outstanding
Obligations under the Warehouse Notes, the Deal Agent shall have given its prior written
consent to each such in-kind distribution, such consent not to be unreasonably withheld or
delayed after giving consideration to applicable legal and credit considerations (and, as to
distributions to which Section 645(e) is applicable by its terms, satisfaction of the
conditions set out in Section 645(e) will be deemed to constitute the Deal Agent’s consent);
and




          (v) not more than three (3) such distributions or sales in accordance with Section
645(e) shall be made in any consecutive twelve (12) month period.



          Section 649 Substitution of Owner Compressors. The Issuer shall not accept any Substitute
Compressor from the Contributor unless the following conditions are satisfied with respect to each
Substitution Date:




          (i) the Predecessor Compressor is (A) required to be reacquired by a Contributor
pursuant to the provisions of Section 4.01(a)(ii) of the Contribution Agreement, (B) an
Eligible Compressor that is subject to an Ineligible Contract, (C) an Ineligible Compressor,
(D) being reacquired in order to remedy any of the Excess 499 H/P Amount, the Excess 999 H/P
Amount, the Excess H/P Concentration Amount or the Excess Customer Concentration Amount, (E)
an Owner Compressor being replaced with a Substitute Compressor in connection with a default
under Section 643, 645, or 647 of the Indenture, or (F) to be substituted for reasons deemed
acceptable by the Issuer;




          (ii) the Substitute Compressor, when considered with all other Substitute Compressors
to be transferred on such Substitution Date, has (i) an aggregate Fair Market Sales Value of
not less than the aggregate Fair Market Sales Value of all Predecessor Compressors to be
transferred on such Substitution Date and (ii) an aggregate Depreciated Value of not less
than the aggregate Depreciated Value of all Predecessor Compressors to be transferred on
such Substitution Date;




          (iii) all of the Substitute Compressors to be transferred on such Substitution Date
have a Weighted Average Age that does not exceed the Weighted Average Age of all of the
Predecessor Compressors to be transferred on such Substitution Date;




          (iv) the sum of the Net Revenues of all User Contracts relating to all Substitute
Compressors (in each case for the Collection Period immediately preceding such Substitution
Date) to be transferred on such Substitution Date shall not be less than the sum of the Net
Revenues of all User Contracts relating to all Predecessor Compressors (in each case for the
Collection Period immediately preceding such Substitution Date) to be transferred on such
Substitution Date;




          (v) each of the Substitute Compressors is an Eligible Compressor as of such
Substitution Date;



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          (vi) if such Substitute Compressor is then subject to a User Contract, then such User
Contract is an Eligible Contract;




          (vii) the Excluded Depreciated Value did not increase as a result of such substitution;




          (viii) following such Substitution Date, the Contributor shall have delivered to the
Issuer the Compressor Transfer Certificate;




          (ix) the sum of (x) the aggregate Appraised Values of all Substitute Compressors to be
transferred on the applicable Substitution Date and (y) the aggregate Appraised Values of
all Substitute Compressors transferred to the Issuer after the last day of the month
immediately preceding the applicable Substitution Date, does not exceed the Maximum
Substitution Limit.



     Notwithstanding anything contained herein or in any Related Document to the contrary, any
Substitute Compressor which is specifically excluded from the calculation of Maximum Substitution
Limit (as reflected in the definition of “Maximum Substitution Limit”) shall only have to comply
with the provisions of clauses (i) through (viii) above.



          Section 650 Appraisal. By not later than March 31, 2010 and within every twelve (12) month
period thereafter, the Issuer shall, at its expense, provide to the Indenture Trustee and the Deal
Agent one (1) Appraisal from an Eligible Appraiser with respect to all Owned Compressors.



          Section 651 OFAC. The Issuer shall not (i) in a manner which would violate the laws of the
United States, other than pursuant to a license issued by OFAC, enter into a Contract, or consent
to such a Contract, in respect of any of the Contributed Compressors, to any Person that is a
Sanctioned Person or (ii) derive any of its assets or operating income from investments in or
transactions with any such Sanctioned Person. If the Issuer obtains knowledge that a Contributed
Compressor is under a Contract with a Sanctioned Person or located or used in a Sanctioned Country
in a manner which would violate the laws of the United States (other than pursuant to a license
issued by OFAC), then the Issuer shall, within ten (10) Business Days after obtaining knowledge
thereof, remove such Contributed Compressor from the Asset Base for so long as such condition
continues.



ARTICLE VI B




COVENANTS OF LESSOR




          The Lessor hereby covenants and agrees for the benefit of each of the Issuer, the Indenture
Trustee, the Noteholders, each Series Enhancer and each Interest Rate Hedge Provider that, until
the satisfaction and discharge of this Indenture in accordance with Section 701 hereof, the Lessor
shall observe each of the following covenants:



          Section 652 Preservation of Name; Maintenance of Office; Jurisdiction of Formation. The
Lessor shall not change its name, establish a new location for its chief executive office or its
jurisdiction of organization unless (i) the Lessor shall provide each of the Indenture



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Trustee,
each Rating Agency, the Deal Agent, and each Interest Rate Hedge Provider not less than thirty (30)
days prior written notice of its intention to do so, clearly describing such new location or
jurisdiction and providing such other information in connection therewith as the Indenture Trustee,
the Deal Agent, or any Interest Rate Hedge Provider may reasonably request, and (ii)
not less than fifteen (15) days prior to the effective date of such change or relocation, the
Lessor shall have taken, at its own cost, all action necessary so that such change of location does
not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of
the sale or contribution of the Owner Compressors to the Lessor, and shall have delivered to the
Indenture Trustee, the Deal Agent, each Interest Rate Hedge Provider and each Series Enhancer
copies of all filings required in connection therewith together with an Opinion of Counsel,
satisfactory to the Indenture Trustee, each Interest Rate Hedge Provider and each Series Enhancer,
to the effect that such change of location or jurisdiction does not impair either the perfection or
priority of the Indenture Trustee’s security interest in the Collateral.



          Section 653 Corporate Existence. The Lessor will keep in full effect its existence, rights
and franchises as a limited liability company (or other organized entity) organized under the laws
of the State of Delaware, and will obtain and preserve its qualification in each jurisdiction in
which such qualification is necessary to protect the validity and enforceability of this Indenture,
each Supplement issued hereunder and all the Notes issued pursuant to the terms of such Supplement.
The Lessor will not liquidate or dissolve.



          Section 654 Compliance with Law. The Lessor will comply, in all material respects, with
all acts, rules, regulations, orders, decrees and directions of any Governmental Authority
applicable to the Lessor or the Lessor Collateral or any part thereof; provided, however, that the
Lessor may contest any act, regulation, order, decree or direction in any reasonable manner that
shall not materially and adversely affect the rights and remedies of the Indenture Trustee, the
Noteholders, any Interest Rate Hedge Provider or any Series Enhancer in the Lessor Collateral.



          Section 655 Protection of the Lessor Collateral. The Lessor will from time to time execute
and deliver all amendments hereto and all such financing statements, continuation statements,
instruments of further assurance and other instruments, documents or filings as are required by
Applicable Law including, inter alia, any such filings in connection with Intellectual Property, if
acquired, and will, upon the reasonable request of the Manager, the Indenture Trustee, any Interest
Rate Hedge Provider, the Deal Agent or any Series Enhancer, take such other action reasonably
necessary or advisable to:




     (a) grant more effectively the security interest in all or any portion of the Lessor
Collateral;




     (b) maintain or preserve the Lien of this Indenture (and the priority thereof) or carry
out more effectively the purposes hereof;




     (c) perfect, publish notice of, or protect the validity of the security interest in the
Lessor Collateral created pursuant to this Indenture;




     (d) enforce any of the items of the Lessor Collateral;



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     (e) preserve and defend its right, title and interest to the Collateral and the rights
of the Indenture Trustee and/or any Series Enhancer in such Collateral against the claims of
all Persons (other than the Noteholders or any Person claiming through the Noteholders),
including any claims that the Compressor is a fixture; or




     (f) pay any and all taxes levied or assessed upon all or any part of the Lessor
Collateral.



          Section 656 Defend Title to the Lessor Collateral. The Lessor shall, and shall require the
Manager to, defend the right, title, and interest of the Indenture Trustee and each Series Enhancer
in, to, and under the Lessor Collateral, against all claims of third parties claiming through or
under the Lessor.



          Section 657 Enforce Contract Rights. Except as otherwise expressly permitted by the terms
hereof or of the Related Documents, the Lessor will promptly, or will require the Manager to,
enforce all of its rights under, and with respect to, the Lessor Collateral.



          Section 658 Negative Covenants Regarding the Lessor Collateral (including Related
Documents). The Lessor will not, without the prior written consent of the Indenture Trustee
(acting at the direction of the Requisite Global Majority) in each instance:




     (a) (i) except as otherwise permitted by this Indenture, or any Interest Rate Swap
Agreement or the other Related Documents, take, or fail to take, any action, and will use
its reasonable efforts not to permit any action to be taken by others, which would release
any Person from any of such Person’s covenants or obligations under any agreement or
instrument included in the Lessor Collateral, or which would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the validity or
effectiveness of, any such agreement or instrument; or




          (ii) amend, modify or terminate the Lease.




     (b) at any time sell, transfer, exchange or otherwise dispose of any of the Lessor
Collateral, or consent to the sale, transfer, exchange or other disposition of any of the
Lessor Collateral, except in each case as follows:




          (i) a sale of the Collateral pursuant to the provisions of Sections 664 or 816 hereof;




          (ii) sales, transfers, or dispositions of Owner Compressors and the Compressor Related
Assets relating thereto to any Person under the same circumstances and with the same
limitations as are applicable to the Issuer under Sections 645, 646 and 648 hereof;




          (iii) a substitution of Owner Compressors made under the same circumstances and with
the same limitations as are applicable to the Issuer under Section 649 hereof or a sale to,
and repurchase by, the Contributor under Section 4.01(a)(i) of the Contribution Agreement;



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          (iv) a sale to the User of an Owner Compressor and the Compressor Related Assets
relating thereto in accordance with the provisions of a contractual purchase option that
complies with the provisions of Section 644 hereof;




          (v) any sale of an Owner Compressor and the Compressor Related Assets relating thereto
in connection with a Casualty Loss with respect to such Owner Compressor; and




     (c) (i) permit the validity or effectiveness of this Indenture to be impaired, (ii)
permit the Lien of this Indenture with respect to the Lessor Collateral to be subordinated,
terminated or discharged, except as permitted in accordance with Section 404 or Article VII
hereof, or (iii) permit any Person to be released from any covenants or obligations with
respect to such Collateral, except as may be expressly permitted by the Management
Agreement.



          Section 659 Non-Consolidation of the Lessor
(a) The Lessor shall be operated in such a manner that it shall not be substantively
consolidated with the trust estate of any other Person other than Issuer in the event of the
bankruptcy or insolvency of the Lessor or such other Person. Without limiting the foregoing, the
Lessor shall (except as respects any relationship or transaction solely between Issuer and the
Lessor) (1) hold all of its assets in its own name and conduct its business in its own name giving
effect to the Management Agreement, (2) maintain its books, records and cash management accounts
separate from those of any other Person, (3) maintain its bank accounts separate from those of any
other Person, (4) maintain separate financial statements, showing its assets and liabilities
separate and apart from those of any other Person, (5) pay its own liabilities and expenses only
out of its own funds (including, inter alia, the payment of the salaries of its employees), (6)
enter into a transaction with an Affiliate only if (i) such transaction is commercially reasonable
and on the same terms as would be available in an arm’s length transaction with a Person or entity
that is not an Affiliate, and (ii) such transaction is not otherwise prohibited pursuant to the
provisions of Section 643 or 645 hereof; provided, however, that nothing contained in this clause
(6) shall prohibit the Lessor from accepting capital contributions from the holder of its
Membership Interests, (7) allocate fairly and reasonably any overhead expenses that are shared with
an Affiliate, including paying for office space and services performed by any employee of an
Affiliate, (8) hold itself out as a separate entity, (9) maintain adequate capital in light of its
contemplated business operations, (10) maintain a sufficient number of employees in light of its
contemplated business operations, (11) not acquire the obligations or securities of its Affiliates,
including partners, members or shareholders, as appropriate, (12) not make loans to any Person or
buy or hold evidence of indebtedness issued by any other Person (other than Contracts intended for
security, cash and investment-grade securities), (13) use separate stationery, invoices, and checks
bearing its own name (14) not pledge its assets for the benefit of any other Person, other than
with respect to the Permitted Encumbrances, (15) correct any misunderstanding regarding its
separate identity, (16) not hold out its credit as being available to satisfy the obligations of
any other Person, (17) not identify itself as a division of any other Person or entity and (18)
observe all other appropriate limited liability company and other organizational formalities
including, inter alia, remaining in good standing and qualified as a foreign limited liability
company in each jurisdiction and obtaining all necessary licenses and approvals as required under
Applicable Law.



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     (b) Notwithstanding any provision of law which otherwise empowers the Lessor, the
Lessor shall not (except as respects any relationship or transaction solely
between the Lessor and the Issuer) (1) hold itself out as being liable for the debts of
any other Person, (2) act other than in its limited liability company name or the names of
its duly authorized officers or agents, (3) engage in any joint activity or transaction of
any kind with or for the benefit of any Affiliate including any loan to or from or guarantee
of the indebtedness of any Affiliate, except payment of lawful distributions to the holders
of its Membership Interests, including, to the extent applicable, distributions that comply
with the provisions of Section 648 hereof, (4) commingle its funds or other assets with
those of any other Person, (5) create, incur, assume, guarantee or in any manner become
liable in respect of any indebtedness (except pursuant to this Indenture) other than trade
payables and expense accruals incurred in the ordinary course of its business or (6) take
any other action that would be inconsistent with maintaining the separate legal identity of
the Lessor.



          Section 660 No Bankruptcy Petition. The Lessor shall not (1) commence any Insolvency
Proceeding seeking to have an order for relief entered with respect to it, or seeking
reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or other
relief with respect to it or its debts, (2) seek appointment of a receiver, trustee, custodian or
other similar official for it or any part of its assets, (3) make a general assignment for the
benefit of creditors, or (4) take any action in furtherance of, or consenting or acquiescing in,
any of the foregoing, unless in each case set out in (1) through (4) Issuer is a debtor in an
Insolvency Proceeding.



          Section 661 Liens. The Lessor shall not (i) directly or indirectly create, incur, assume
or suffer to exist any Lien (except any Permitted Encumbrance) to be created on or extend to or
otherwise arise upon or burden the Lessor Collateral or any part thereof or any of the Lessor’s
interest therein or the Proceeds thereof; or (ii) permit the Lien of this Indenture not to
constitute a valid first priority perfected security interest in the Collateral. The Lessor, at
its own expense, will promptly pay, satisfy and otherwise take such actions as may be necessary to
keep this Indenture and the Lessor Collateral free and clear of, and to duly discharge or eliminate
(or bond in a manner satisfactory to Indenture Trustee), any Lien that may arise in violation of
the foregoing. The Lessor will notify the Indenture Trustee in writing promptly upon a Responsible
Officer of the Lessor obtaining knowledge of any Lien, other than Permitted Encumbrances, that
shall attach to any Owner Compressor and of the full particulars of such Lien.



          Section 662 Other Debt. The Lessor shall not contract for, create, incur, assume or suffer
to exist any Indebtedness other than (i) any Management Fees and all other amounts payable pursuant
to the provisions of the Management Agreement, (ii) trade payables and expense accruals incurred in
the ordinary course and that are incidental to the purposes permitted pursuant to the Lessor’s
limited liability company agreement, (iii) the Intercompany Notes and (iv) its liabilities under
the agreements permitted under Section 665.



          Section 663 Guarantees, Loans, Advances and Other Liabilities. The Lessor will not make
any loan, advance or credit to, or guarantee (directly or indirectly or by an instrument having the
effect of assuring another’s payment or performance on any obligation or capability of so doing, or
otherwise), endorse (except for the endorsement of checks for



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collection or deposit) or otherwise
become contingently liable, directly or indirectly, in connection with or for the obligations,
stock or dividends of, or own, purchase, repurchase or acquire (or agree contingently
to do so) any stock, obligations or securities of, or any other interest in, or make any capital
contribution to, any other Person other than to the Issuer or under the Related Documents and the
Omnibus Agreement.



          Section 664 Consolidation, Merger and Sale of Assets. (a) The Lessor shall not
consolidate with or merge with or into any other Person other than Issuer or sell, convey, transfer
or lease all, or substantially all, of its assets, whether in a single transaction or a series of
related transactions, to any Person other than Issuer except for (i) entering into User Contracts
in compliance with the terms of the Management Agreement, this Indenture, and the Related
Documents, and (ii) sales pursuant to Section 658(b) and Section 816 hereof.




     (b) The obligations of the Lessor hereunder shall not be assignable nor shall any
Person succeed to the obligations of the Lessor hereunder except in each case in accordance
with the provisions of this Indenture.




     (c) The Lessor shall give prior written notice to the Deal Agent, each Rating Agency,
if any, and each Series Enhancer of any action to be taken pursuant to this Section 664.



          Section 665 Other Agreements. The Lessor will not, after the date of the issuance of the
Notes, enter into, or become a party to, any agreements or instruments other than (i) this
Indenture, the Supplements, the Management Agreement, the Contribution Agreement, the Note Purchase
Agreement, the Back-up Management Agreement, the Control Agreement, the Enhancement Agreement(s),
the Intercreditor Agreement, the Omnibus Agreement (and any replacement agreement providing for
similar management services with a counterparty capable of carrying out such management services
(as determined by the Deal Agent in its reasonable discretion)) and the Related Documents, (ii) any
agreement(s) for acquisition or disposition of one or more Owner Compressors, the Lease and the
Related Assets permitted by the terms of this Indenture and the other Related Documents, (iii) any
User Contract in respect of an Owner Compressor made in accordance with the provisions of this
Indenture, the Contribution Agreement or the Management Agreement or the other Related Documents,
and (iv) other agreement(s) expressly contemplated hereby or thereby and other agreements entered
into in the ordinary course of business that are necessary to engage in activities that are
expressly authorized pursuant to the terms of the Related Documents or are of the type permitted to
the Issuer under Section 615, including, without limitation, the Dickenson Lease.



          Section 666 Organizational Documents. The Lessor will not amend or modify its
organizational documents without the prior written consent of the Indenture Trustee (acting at the
direction of the Requisite Global Majority), the Deal Agent and each Interest Rate Hedge Provider.



          Section 667 Capital Expenditures. The Lessor will not make any expenditure (by long-term
or operating lease or otherwise) for capital assets (either realty and personalty), except for (a)
acquisition of additional Compressors and Compressor Related Assets in a manner consistent with the
Contribution Agreement or the Management Agreement or with amounts on



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deposit in the Purchase
Account and (b) overhaul expenses or capital improvements to the Owner
Compressors made in the ordinary course of its business and in accordance with the terms of the
Management Agreement.



          Section 668 Permitted Activities; Compliance with Organizational Documents. The Lessor
will observe all organizational and managerial procedures required by its Organizational Documents,
any other formation documents of the Lessor, and the limited liability company laws of the State of
Delaware.



          Section 669 Investment Company Act. The Lessor will conduct its operations, and will cause
the Manager to conduct the Lessor’s operations, in a manner which will not subject it to
registration as an “investment company” under the Investment Company Act of 1940, as amended.



          Section 670 Payments on the Collateral. If the Lessor shall receive from any Person any
payments (other than amounts distributed to the Lessor pursuant to Section 302 hereof) with respect
to the Collateral (and, in the event such Lessor Collateral has been released from the Lien of this
Indenture in accordance with the provisions of Section 404 hereof at the time such payment is
received, to the extent such payment relates to a period prior to the time such Lessor Collateral
was released from the Lien of this Indenture in accordance with Section 404 hereof or pursuant to
any Supplement hereto), the Lessor shall receive such payment in trust for the Indenture Trustee,
as secured party hereunder, and subject to the Indenture Trustee’s security interest and shall
immediately deposit such payment in the Trust Account.



          Section 671 Permitted Activities; Compliance with Organizational Documents. The Lessor
will not engage in any activity or enter into any transaction except as permitted under its
organizational documents as in effect on the Closing Date.



          Section 672 Notices. The Lessor shall notify the Indenture Trustee, the Deal Agent, each
Rating Agency, each Series Enhancer, and each Interest Rate Hedge Provider in writing of any of the
following immediately upon learning of the occurrence thereof, describing the same and, if
applicable, the steps being taken by the Person(s) affected with respect thereto:




     (a) Event of Default. The occurrence of an Event of Default;




     (b) Litigation. The institution of any litigation, arbitration proceeding or
Proceeding before any Governmental Authority which, if adversely resolved, would result in a
Material Adverse Change;




     (c) Material Adverse Change. The occurrence of a Material Adverse Change with respect
to the Lessor;




     (d) Liens. The existence of any Lien on the Lessor Collateral other than Permitted
Encumbrances; or




     (e) Other Events. The occurrence of any Trigger Event or any EXLP Group Event.



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          Section 673 Books and Records. The Lessor shall, and shall cause the Manager to, maintain
complete and accurate books and records in which full and correct entries in conformity with GAAP
shall be made of all dealings and transactions in relation to its business and activities. The
Lessor shall report, or cause to be reported, on its financial records the transfer to the Lessor
of all Owner Compressors and Compressor Related Assets in accordance with GAAP. The Form 10K for
EXLP and its Consolidated Subsidiaries will disclose that the assets of the Lessor are not
available to pay the debts of either the Contributor or the Manager. The Lessor shall (i) keep
complete minutes of the meetings and other proceedings of the Lessor, and (ii) continuously
maintain the resolutions, agreements and other instruments underlying the sale and transfer of the
Owner Compressors as official records of the Lessor.



          Section 674 Taxes. The Lessor shall, or shall cause the Manager to, pay when due, all of
the Taxes and other Impositions, unless, and only to the extent that, the Lessor is contesting such
Impositions in good faith and by appropriate legal proceedings, and the Lessor has set aside on its
books such reserves or other appropriate provisions therefor as may be required by GAAP; and in
the case of all Impositions that might in any way affect the title of the Issuer or the Lessor, as
the case may be, or result in a Lien upon any Owner Compressors or result in a Material Adverse
Change, in each such case, the nonpayment of such Imposition during such contest shall not, in the
reasonable opinion of EXLP, adversely affect the title, property or rights of the Issuer or the
Lessor.



          The Issuer shall prepare and make available to the Deal Agent and the Indenture Trustee for
inspection for a reasonable time following the required date of filing (or, to the extent
permissible, file on behalf of the Indenture Trustee) any and all reports (including income tax
returns) to be filed by the Lessor or the Indenture Trustee with any Governmental Authority by
reason of the ownership by the Lessor of any Owner Compressor or the contracting thereof to Users
or the use thereof by the Issuer in the provision of contract compression services, to the extent
any such reports are required because of the nature of the Owner Compressors. In the event any
reports or returns with respect to Impositions are required to be filed, EXLP will prepare and file
such reports or returns, or cause such reports or returns to be prepared and filed, in such manner
as to show the interests of the Issuer or the Lessor, as the case may be, in the Owner Compressors,
where required by the state or other taxing authority. EXLP shall have the right to serve as the
Lessor’s agent in connection with actions of the Lessor required under this Section 674 to the
extent permitted under Section 2.6 of the Management Agreement.



          Section 675 Subsidiaries. The Lessor shall not create any Subsidiaries.



          Section 676 Investments. The Lessor shall not make or permit to exist any Investment in
any Person except for Investments in Eligible Investments made in accordance with the terms of this
Indenture.



          Section 677 Separate Identity. The Lessor makes herein by this reference each of the
representations and warranties made by it to Baker Botts LLP in support of its opinions respecting
the consolidation of the Lessor and certain other parties issued and delivered in connection with
the issuance of the Notes, as if specifically made herein and agrees to comply with each of the
factual assumptions contained in such opinions.




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          Section 678 OFAC. The Lessor shall not (i) in a manner which would violate the laws
of the United States, other than pursuant to a license issued by OFAC, enter into a Contract, or
consent to such a Contract, in respect of any of the Contributed Compressors to any Person that is
a Sanctioned Person or (ii) derive any of its assets or operating income from investments in or
transactions with any such Sanctioned Person. If the Lessor obtains knowledge that a Contributed
Compressor is under a Contract with a Sanctioned Person or located or used in a Sanctioned Country
in a manner which would violate the laws of the United States (other than pursuant to a license
issued by OFAC), then the Lessor shall, within ten (10) Business Days after obtaining knowledge
thereof, remove such Contributed Compressor from the Asset Base for so long as such condition
continues.




          Section 679 Transactions with Affiliates. Except for (i) the Intercompany Notes, (ii)
purchase, sales, and leasing of Owner Compressors by and between the Lessor and the Issuer, and
(iii) agreements permitted under Section 665, the Lessor shall not enter into or permit to exist,
directly or indirectly, any transaction with any of its Affiliates, except for transactions made on
fair and reasonable terms which are no more favorable to such Affiliate than would be obtained in a
comparable arm’s-length transaction with a person that is not an Affiliate.




ARTICLE VII




DISCHARGE OF INDENTURE;

PREPAYMENTS




          Section 701 Full Discharge. Upon payment in full of all Outstanding Obligations
(including, without limitation, termination of each Interest Rate Swap Agreement and payment of all
amounts, including termination amounts, payable in connection therewith), the Indenture Trustee
shall, at the written request and at the expense of the Issuer, execute and deliver to the Issuer
such deeds or other instruments as shall be requisite to evidence the satisfaction and discharge of
this Indenture and the security and Liens hereby created, and to release the Issuer from its
covenants contained in this Indenture and the Supplements hereto in connection with the
satisfaction and discharge of the Indenture. The Indenture Trustee shall be entitled to receive an
Opinion of Counsel stating that such satisfaction and discharge is authorized and permitted.




          Section 702 Prepayment of Notes.





     (a) Optional Prepayments. The Issuer may, from time to time, make an optional
Prepayment of principal of the Notes of any Series at the times, in the amounts and subject
to the conditions and limitations set forth in the Supplement for the Series of Notes to be
prepaid. Any optional Prepayment of principal made by the Issuer pursuant to this Section
702 shall also include accrued interest to the date of the prepayment on the amount being
prepaid. All Prepayments made in accordance with this Section 702(a) shall be accomplished by a deposit of funds (including any amounts required pursuant to
the provisions of Section 702(c) hereof) directly into the Trust Account. Notice of any
voluntary prepayment of a Series of Term Notes to be made by the Issuer pursuant to the
provisions of this Section 702(a) shall be given by the Issuer to the Indenture Trustee,



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each Interest Rate Hedge Provider and, if applicable, any Series Enhancer for such Series of
Notes to be prepaid, not later than the third (3rd) day prior to the date of such
Prepayment and not earlier than the Payment Date immediately preceding the date of such
Prepayment.




     (b) Mandatory Prepayments. If at any time the Supplemental Principal Payment
Amount for any Payment Date is more than zero, then the Issuer shall, in accordance with
Section 302 on such Payment Date make a payment of the Supplemental Principal Payment Amount
which Supplemental Principal Payment Amount shall be paid in the following order of
priority:




          (i) to each Series of Warehouse Notes then Outstanding for which the Commitment
Termination Date has not occurred on a pro rata basis, in proportion to the then unpaid
principal balance of such Series of Warehouse Notes to the unpaid principal balances of all
such Series of Warehouse Notes, until the principal balances of all such Series of Warehouse
Notes have been paid in full;




          (ii) if any Supplemental Principal Payment Amount remains after application of clause
(i), then the aggregate amount of such excess shall be applied to each Series of Warehouse
Notes then Outstanding for which the Commitment Termination Date has occurred on a pro rata
basis, in proportion to the then unpaid principal balance of such Series of Warehouse Notes
to the unpaid principal balances of all such Series of Warehouse Notes then Outstanding,
until the principal balances of all such Series of Warehouse Notes have been paid in full;
and




          (iii) if any Supplemental Principal Payment Amount remains after application of clause
(ii), then the aggregate amount of such excess shall be applied to each Series of Term Notes
then Outstanding on a pro rata basis, in proportion to the then unpaid principal balance of
such Series of Term Notes to the unpaid principal balances of all Series of Term Notes then
Outstanding.


Solely for purposes of determining the Supplemental Principal Payment Amount for purposes of this
Section 702(b), a determination of whether or not a Trigger Event is continuing on any Payment Date
shall be determined in accordance with the following criteria:





          (iv) each of a Manager Default and an Event of Default shall continue until such event
or condition has been waived by (i) in the case of any payment default (including an Event
of Default under clause (i) or (ii) of Section 801 hereof), 100% of the Noteholders and, to
the extent required pursuant to Section 808 or 1002(a), each affected Noteholder, and
(ii) in any other case, the Requisite Global Majority and any other Person or Persons
required to consent to such waiver pursuant to Section 813;




          (v) a Net Revenue Event shall continue until the next succeeding Determination Date on
which the related Manager Report indicates that such condition no longer exists, at which
time such event shall be deemed to have been cured; and



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          (vi) an Undercollateralization Event shall continue until the next succeeding
Determination Date on which the related Manager Report indicates that such condition no
longer exists, at which time such event shall be deemed to have been cured;


provided, however, the events described in clauses (i), (ii) and (iii) may not, solely for purposes
of determining whether a Supplemental Principal Payment Amount is payable, be waived or cured on
more than two (2) occasions.





     (c) Repayment of Interest Rate Hedge Provider. If the Issuer has elected to
make a voluntary Prepayment in accordance with the provisions of Section 702(a) above or is
required to make a Prepayment in accordance with the provisions of Section 702(b) above,
then in addition to such Prepayment, the Issuer shall pay such amount, including any
termination payments, necessary (in each case as determined by the Requisite Global Majority
and after taking account of payment priorities set forth in Section 302 hereunder) to reduce
the aggregate notional balance of all outstanding transactions under the Interest Rate Swap
Agreements in accordance with the terms of Section 631 hereof and the terms of the related
Interest Rate Swap Agreements. So long as no Trigger Event or Event of Default is then
continuing, the Issuer (or the Manager on its behalf) may exercise its discretion in
selecting the specific transactions and the notional amounts thereof to be terminated. If a
Trigger Event or Event of Default is then continuing, the outstanding transactions under the
Interest Rate Swap Agreements will be terminated on a pro rata basis, based on the
respective notional amounts for each remaining calculation period so that the remaining
notional amounts for all future calculation periods under such transactions shall comply
with the requirements of Section 631(a) and not exceed such requirements by more than the
amounts set forth in Section 631(a)(y) hereof.




     (d) Adjustment of Prospective Minimum Principal Payment Amounts and Scheduled
Principal Payment Amounts for Partial Voluntary Prepayments. In the event that the
Issuer makes a voluntary prepayment of less than all of the then unpaid principal balance of
any Series of Term Notes in accordance with the provisions of Section 702(a), then the
Issuer shall promptly (but in any event within ten (10) Business Days after the date on
which such prepayment is made) thereafter recalculate the Minimum Targeted Principal
Balances and Scheduled Targeted Principal Balances for such Series of Notes for each future
Payment Date such that, after giving effect to such adjustment, each subsequent Minimum
Targeted Principal Balance and Scheduled Targeted Principal Balance for such Series of Term
Notes shall be reduced by an amount equal to the quotient of (i) the aggregate amount of
such prepayment actually received by the Noteholders of such Series, divided by (ii) the
number of remaining Payment Dates to and including, the Legal Final Maturity Date (in the
case of adjustments to future Minimum Principal Payment Amounts) or the Expected Final
Payment Date (in the case of adjustments to future Scheduled Principal Payment Amounts).




     (e) Allocation of Targeted Adjustment Amount. If the Manager Report delivered
on any Determination Date indicates that a Targeted Adjustment Amount exists, then the
Issuer shall promptly (but in any event within ten (10) Business Days) after receipt of such
Manager Report, apply such Targeted Adjustment Amount in the following order of priority:



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          (i) to reduce (but not below zero) by the amount of such Targeted Adjustment Amount
each of the Minimum Targeted Principal Balance and the Scheduled Targeted Principal Balance,
in each case, for all remaining Payment Dates of any Series of Warehouse Notes for which the
Commitment Termination Date has occurred (or, if there are multiple Series of Warehouse
Notes for which the Commitment Termination Date has occurred, such Targeted Adjustment
Amount shall be allocated among each such Series of Warehouse Notes on a pro rata basis
based on each such Series’ then respective unpaid principal balances), and




          (ii) if any Targeted Adjustment Amount remains after application of clause (i), with
respect to either the Minimum Targeted Principal Balance or the Scheduled Targeted Principal
Balance on the next succeeding Payment Date, then, in each such case, the amount of such
excess in the aggregate shall be allocated on a pro rata basis (based on then unpaid
principal balances) among all Series of Term Notes then Outstanding and the amount allocated
to each such Series shall then be used to reduce (but not below zero) the Minimum Targeted
Principal Balances and the Scheduled Targeted Principal Balances, as applicable, in each
case, for all remaining Payment Dates of such Series of Term Notes by the amount of such
allocated Targeted Adjustment Amount.



ARTICLE VIII




DEFAULT PROVISIONS AND REMEDIES




          Section 801 Event of Default. “Event of Default”, wherever used herein with respect
to any Series of Notes, means any one of the following events (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
Governmental Authority):





          (i) default in the payment on any Payment Date of any of the following: (A) any
Interest Payment, Default Fee or Commitment Fees (if applicable) then due and payable on any
Series of Notes, (B) any Indenture Trustee’s Fees then due and payable or (C) any scheduled
payments owing to any Interest Rate Hedge Provider, and, in any such case, such default
continues in each case for two (2) Business Days after the due date thereof;




          (ii) failure to make payment in full in cash of the then unpaid principal balance of
any Series of Notes on the Legal Final Maturity Date of such Series of Notes;




          (iii) default in the due observance or performance of any covenant of the Issuer set
forth in Sections 608(a)(ii), 609 (only if such default could reasonably be expected to
result in “substantive consolidation” of the Issuer with the estate of any other Person in
connection with a bankruptcy proceeding), 610, 612, 613, 614, 615, 616, 617, 621, 625, 626
or 649 hereof;



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          (iv) default in the due observance or performance of any covenant of the Issuer set
forth in Sections 606, 608(b), 608(d) and 611, which breach or failure continues unremedied
for a period of ten (10) days after the earliest of (i) any Authorized Officer of the
Issuer, or Responsible Officer of the applicable EXLP Affiliate, as the case may be, first
acquiring knowledge thereof, (ii) the Indenture Trustee’s giving written notice thereof to
the Issuer and each EXLP Affiliate, (iii) any Noteholder giving written notice thereof to
the Issuer, each EXLP Affiliate and the Indenture Trustee, and (iv) any Series Enhancer
giving written notice thereof to the Issuer, each EXLP Affiliate and the Indenture Trustee;




          (v) default in the due observance or performance of a covenant set forth in Section 643
or Section 645 hereof, and such default continues unremedied (which remedy (1) in the case
of Section 643, must be effected by a substitution, subject to Section 649 hereof, of each
affected Compressor, and (2) in the case of Section 645, must be effected by an additional
deposit by the Contributor into the Trust Account of an amount equal to the difference
between the amount of Net Compressor Sales Proceeds that was required to have been paid
pursuant to clause (iii) of the proviso to Section 645 and the amount of Net Compressor
Sales Proceeds actually received for each affected Owner Compressor (in the case of a sale
that satisfied all the requirements of Section 645 other than clause (iii) of the proviso to
Section 645) for more than five (5) Business Days after the date on which a Responsible
Officer of the Issuer or the Manager first obtains knowledge of such default; provided,
however, that the Issuer shall not be entitled to cure any breach described in this clause
(v) if the exercise of such cure would cause the Aggregate Cure Limitation to be exceeded;




          (vi) default in the due observance or performance of the covenant set forth in Section
646 hereof;




          (vii) default in the due observance or performance of the covenant set forth in Section
644 hereof and, in the case of a default of clause (ii) thereof, such default (A) results in
one or more Prohibited Below DV Compressors, and (B) the Issuer shall not have sold all of
such Prohibited Below DV Compressors to an Exterran Affiliate in a sale complying with the
provisions of Section 645 on or prior to the date occurring more than five (5) Business Days
after the date on which a Responsible Officer of the Issuer or the Manager first obtains
knowledge of such default;




          (viii) default in the due observance or performance of the covenant set forth in
Section 647 hereof and, if such breach relates to a Permissible Accidental Foreign
Compressor that is not subject to either a User Contract or other contract for compression
services at any time while such Compressor is located outside the United States, such
condition continues unremedied (which remedy must be effected by a substitution, subject to Section 649 hereof, or a sale in compliance with Sections 645
and 646 hereof) for more than five (5) Business Days after the date on which a Responsible
Officer of the Issuer or the Manager first obtains knowledge of such breach; provided,
however, that the Issuer shall not be entitled to cure any breach described in this clause
(viii) if the exercise of such cure would cause the Aggregate Cure Limitation to be
exceeded;



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          (ix) default in the due observance or performance of any covenant of the Lessor set
forth in Sections 608(a)(ii), 609 (only if such default could reasonably be expected to
result in “substantive consolidation” of the Lessor with the estate of any other Person in
connection with a bankruptcy proceeding), 610, 612, 613, 614, 615, 616, 617, 621, 625, 626
or 649 hereof;




          (x) default in the due observance or performance of any covenant of the Lessor set
forth in Sections 606, 608(b), 608(d) and 611, which breach or failure continues unremedied
for a period of ten (10) days after the earliest of (i) any Authorized Officer of the
Issuer, or Responsible Officer of the applicable EXLP Affiliate, as the case may be, first
acquiring knowledge thereof, (ii) the Indenture Trustee’s giving written notice thereof to
the Lessor and each EXLP Affiliate, (iii) any Noteholder giving written notice thereof to
the Lessor, each EXLP Affiliate and the Indenture Trustee, and (iv) any Series Enhancer
giving written notice thereof to the Lessor, each EXLP Affiliate and the Indenture Trustee;




          (xi) default in the due observance or performance of a covenant set forth in Section
643 or Section 645 hereof, and such default continues unremedied (which remedy (1) in the
case of Section 643, must be effected by a substitution, subject to Section 649 hereof, of
each affected Compressor, and (2) in the case of Section 645, must be effected by an
additional deposit by the Contributor into the Trust Account of an amount equal to the
difference between the amount of Net Compressor Sales Proceeds that was required to have
been paid pursuant to clause (iii) of the proviso to Section 645 and the amount of Net
Compressor Sales Proceeds actually received for each affected Owner Compressor (in the case
of a sale that satisfied all the requirements of Section 645 other than clause (iii) of the
proviso to Section 645) for more than five (5) Business Days after the date on which a
Responsible Officer of the Lessor or the Manager first obtains knowledge of such default;
provided, however, that the Issuer shall not be entitled to cure any breach described in
this clause (xi) if the exercise of such cure would cause the Aggregate Cure Limitation to
be exceeded;




          (xii) default in the due observance or performance of any covenant of the Issuer or any
EXLP Affiliate in any Related Document (to the extent such breach is not otherwise addressed
in this Section 801) which breach or failure, if curable, continues unremedied for a period
of thirty (30) days after the earliest to occur of (i) any Authorized Officer or Responsible
Officer of such Person first acquiring knowledge thereof, (ii) the Indenture Trustee’s
giving written notice thereof to such Person or (iii) any Noteholder or Series Enhancer
giving written notice thereof to such Person and the Indenture Trustee;




          (xiii) any representation or warranty of the Issuer or any EXLP Affiliate made in any
other Related Document shall prove to be incorrect in any material respect as of the time
when the same shall have been made and remains, if curable, unremedied for a period of
fifteen (15) days after the earliest to occur of (i) any Authorized Officer or Responsible
Officer of such Person first acquiring knowledge thereof, (ii) the Indenture Trustee’s
giving written notice thereof to such Person or (iii) any Noteholder or Series Enhancer
giving written notice thereof to such Person and the Indenture Trustee;



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provided, however, that in the case of a breach of the representations set forth in Section 518 and/or Section
543 with respect to a Compressor, the sole remedy with respect to such breach will be to
classify each affected Compressor as an Ineligible Compressor;




          (xiv) the entry of a decree or order for relief by a court having jurisdiction in
respect of the Issuer or the Lessor in any involuntary case under any applicable Insolvency
Law, or other similar law now or hereafter in effect, or appointing a receiver, liquidator,
assignee, custodian, trustee, or sequestrator (or other similar official) for the Issuer or
the Lessor or for any substantial part of their respective properties, or ordering the
winding up or liquidation of their respective affairs, and the continuance of any such
decree or order unstayed and in effect for a period of sixty (60) consecutive days;




          (xv) the commencement by the Issuer or the Lessor of a voluntary case under any
applicable Insolvency Law, or other similar law now or hereafter in effect, or the consent
by the Issuer or the Lessor to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee or sequestrator (or other similar official) of the
Issuer or the Lessor or any substantial part of its respective properties, or the making by
the Issuer or the Lessor of any general assignment for the benefit of creditors, or the
inability or the failure by the Issuer or the Lessor generally to pay its debts as they
become due, or the taking of any action by the Issuer or the Lessor in furtherance of any
such action;




          (xvi) either (x) the Indenture Trustee shall fail to have a first priority perfected
security interest in all, or any portion, of the Collateral or (y) the Issuer shall incur or
assume, or permit to exist, any Liens on the Collateral (except Permitted Encumbrances) and,
in the case of this clause (y), such Liens shall continue to exist unremedied for a period
of ten (10) days after the earlier to occur of (i) receipt by Issuer of written notice
thereof from the Indenture Trustee or any Entitled Party or (ii) the date on which any
Responsible Officer of the Manager or the Issuer shall have actual knowledge of such Liens;




          (xvii) the Issuer is required to register as an investment company under the Investment
Company Act of 1940, as amended;




          (xviii) any payment shall be made by a Series Enhancer under any Enhancement Agreement;




          (xix) the rendering against either the Issuer or the Lessor of a final judgment, decree
or order for the payment of money in excess of $25,000 and the continuance of such judgment, decree or order unsatisfied, unbonded or uninsured for a
period of sixty (60) consecutive days;




          (xx) either (x) a Manager Default occurs, and the Back-up Manager fails to assume the
role of Replacement Manager within ninety (90) days of receipt of the Manager Termination
Notice, or (y) there is no Manager for ninety (90) days;



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          (xxi) any Related Document ceases to be in full force and effect (other than in
accordance with its terms);




          (xxii) as of any Payment Date, the Aggregate Note Principal Balance exceeds the Asset
Base in effect on the related Determination Date and such condition continues unremedied for
sixty (60) days; or




          (xxiii) the exercise of any remedy by the Lessor against the Issuer under the Lease.


The occurrence of an Event of Default with respect to one Series of Notes shall constitute an Event
of Default with respect to all other Series of Notes then Outstanding unless the related Supplement
with respect to each such Series of Notes shall specifically provide to the contrary.




          Section 802 Acceleration of Stated Maturity; Rescission and Annulment. (a) Upon the
occurrence of an Event of Default of a type described in Section 801(xiv) or Section 801(xv), the
unpaid principal balance of, and accrued interest on, all Classes and Series of Notes, together
with all other amounts then due and owing to the Noteholders and under all other Outstanding
Obligations, shall become immediately due and payable without further action by any Person;
provided that, the Noteholders’ rights with respect thereto shall be limited as set forth in
Section 808. Except as set forth in the immediately preceding sentence, if an Event of Default
under Section 801 occurs and is continuing, then and in every such case the Requisite Global
Majority may declare the principal of and accrued interest on all Notes of all Series then
Outstanding to be due and payable immediately, by a notice in writing to the Issuer and to the
Indenture Trustee given by the Requisite Global Majority, and upon any such declaration such
principal and accrued interest shall become immediately due and payable. Each Interest Rate Hedge
Provider shall receive prompt notice of any acceleration hereunder from the Issuer.





     (b) At any time after such a declaration of acceleration has been made and before a
Sale by the Indenture Trustee or a judgment or decree for payment of the money due has been
obtained by the Indenture Trustee as hereinafter in this Article provided, the Requisite
Global Majority, by written notice to the Issuer and the Indenture Trustee, may rescind and
annul such declaration and its consequences if:




          (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to
pay:




     (A) all of the installments of interest and premium, if any, on, and
principal of, all Notes which were overdue prior to the date of such
acceleration;




     (B) to the extent that payment of such interest is lawful, interest
upon overdue installments of interest at the Overdue Rate for such Notes set
forth in the related Supplement;




     (C) all sums paid or advanced by the Indenture Trustee or the Manager
hereunder and the reasonable compensation, out-of-pocket



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expenses,
disbursements and advances of the Indenture Trustee, its agents and counsel
incurred in connection with the enforcement of this Indenture;



     (D) all scheduled payments then due under any Interest Rate Swap
Agreement, together with interest thereon in accordance with the terms
thereof; and




          (ii) all Events of Default, other than the nonpayment of the principal of or interest
on Notes which have become due solely by such declaration of acceleration, have been cured
or waived as provided in Section 813 hereof.



     No such rescission with respect to any Event of Default shall affect any subsequent Event of
Default or impair any right consequent thereon, nor shall any such rescission affect any Interest
Rate Swap Agreement that has been terminated in accordance with the terms thereof.



          Section 803 Collection of Indebtedness. The Issuer covenants that, if an Event of
Default occurs and is continuing and a declaration of acceleration has been made under Section 802
and not rescinded or annulled, the Issuer shall, upon demand of the Indenture Trustee (at the
direction of the Requisite Global Majority), pay to the Indenture Trustee, for the benefit of the
Noteholders of all Series then Outstanding and all Interest Rate Hedge Providers, the whole amount
then due and payable on such Notes for principal and interest, with interest upon the overdue
principal and, to the extent that payment of such interest shall be legally enforceable, upon
overdue installments of interest, at the Overdue Rate payable with respect to each such Note; and,
in addition thereto, such further amount as shall be sufficient to cover all other Outstanding
Obligations and the costs and out-of-pocket expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee, any Series Enhancer
and their respective agents and counsel incurred in connection with the enforcement of this
Indenture.




          Section 804 Remedies. If an Event of Default shall occur and be continuing, the
Indenture Trustee, by such officer or agent as it may appoint, shall notify the Deal Agent and the
applicable Rating Agencies, if any, of such Event of Default and shall, if and as instructed in
writing by the Requisite Global Majority, take any one or more (separately, successively or
simultaneously) of the following steps:





          (i) institute any Proceedings, in its own name and as trustee of an express trust, for
the collection of all amounts then due and payable on the Notes of all Series or under this
Indenture or the related Supplement with respect thereto, whether by declaration or
otherwise, enforce any judgment obtained, and collect from the Collateral and any other
assets of the Issuer any monies adjudged due;




          (ii) subject to (A) the quiet enjoyment rights of any User under a User Contract
permitted by the Related Documents and (B) the restrictions set forth in the Intercreditor
Agreement, sell (including any Sale made in accordance with Section 816 hereof), hold or
enter into contracts for hire of the Collateral or any portion thereof or rights or interest
therein, at one or more public or private transactions conducted in any manner permitted by
law;



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          (iii) terminate the Management Agreement and engage the Back-up Manager or another
replacement Manager;




          (iv) institute any Proceedings from time to time for the complete or partial
foreclosure of the Lien created by this Indenture with respect to the Collateral;




          (v) institute such other appropriate Proceedings to protect and enforce any other
rights, whether for the specific enforcement of any covenant or agreement in this Indenture
or in aid of the exercise of any power granted herein, or to enforce any other proper
remedy;




          (vi) exercise any remedies of a secured party under the UCC or any Applicable Law and
take any other appropriate action to protect and enforce the rights and remedies of the
Indenture Trustee or the Noteholders hereunder in order to enforce the rights of the
Indenture Trustee hereunder;




          (vii) appoint a receiver or a manager over the Issuer or its assets;




          (viii) file proofs of “Claim” (as defined under the Bankruptcy Code);




          (ix) take possession of the Collateral or any portion thereof or rights of interest
therein; or




          (x) take any or all actions permitted under Section 401(d) hereof;


provided, however, that no Owner Compressor may be sold pursuant to this Section 804 unless the
purchase price therefor is in cash in an amount not less than the Depreciated Value for such Owner
Compressor, unless the Requisite Global Majority consents to such sale.




          Section 805 Indenture Trustee May Enforce Claims Without Possession of Notes. (a) In
all Proceedings brought by the Indenture Trustee (and also any Proceedings involving the
interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party),
the Indenture Trustee shall be held to represent all of the Noteholders and each Interest Rate
Hedge Provider, and it shall not be necessary to make any Noteholder a party to any such
Proceedings.





     (b) All rights of action and claims under this Indenture, the related Supplement or
such Notes may be prosecuted and enforced by the Indenture Trustee without the possession of
any of the Notes or the production thereof in any Proceeding relating thereto, and any such
Proceeding instituted by the Indenture Trustee shall be brought in its own name as trustee
of an express trust, and any recovery whether by judgment, settlement or otherwise shall, after provision for the payment of the
reasonable compensation, expenses, and disbursements incurred and advances made by the
Indenture Trustee, its agents and counsel, be for the ratable benefit of the Holders of the
Notes and each Interest Rate Hedge Provider, subject to the subordination of payments among
Classes of a particular Series as set forth in the related Supplement.



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          Section 806 Allocation of Money Collected. If the Notes of all Series have been
declared due and payable following an Event of Default and such declaration and its consequences
have not been rescinded or annulled, any money collected by the Indenture Trustee pursuant to this
Article or otherwise and any other monies that may be held or thereafter received by the Indenture
Trustee as security for such Notes shall be paid, to the extent permitted by law, to the Persons in
the amounts and in the priority set forth in Section 302(e) hereof.




          Section 807 Limitation on Suits. Except to the extent provided in Section 808 hereof,
no Noteholder shall have the right to institute any Proceeding, with respect to this Indenture, or
for the appointment of a receiver or trustee, or for any other remedy hereunder, unless each of the
following conditions shall have been satisfied:





          (i) such Holder has previously given written notice to the Indenture Trustee of a
continuing Event of Default;




          (ii) the Requisite Global Majority shall have made written request to the Indenture
Trustee to institute Proceedings in respect of such Event of Default in its own name as the
Indenture Trustee hereunder;




          (iii) such Holder or Holders have offered to the Indenture Trustee reasonable security
or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred
in compliance with such request (the unsecured indemnity of a Rated Institutional Noteholder
being deemed satisfactory for such purpose);




          (iv) the Indenture Trustee has, for thirty (30) days after its receipt by a Corporate
Trust Officer of such notice, request and offer of security or indemnity, failed to
institute any such Proceeding; and




          (v) no direction inconsistent with such written request has been given to the Indenture
Trustee during such thirty (30) day period by the Requisite Global Majority.


It being understood and intended that no one or more Noteholders shall have any right in any manner
whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other Noteholder or any Interest Rate Hedge Provider, or to obtain or
to seek to obtain priority or preference over any other Noteholder (except to the extent provided
in the related Supplement) or to enforce any right under this Indenture, except in the manner
herein provided and for the benefit of all Noteholders.




          Section 808 Right of Holders to Receive Principal and Interest. Notwithstanding any
other provision of this Indenture, each Noteholder shall have the right, which is absolute and
unconditional, to receive payment of the principal of and interest on its Note as such principal and interest becomes due and payable and to institute any Proceeding
for the enforcement of such payment, and such rights shall not be impaired without the consent of
such Holder; provided, however, that no Noteholder shall have any right to receive payment of
principal under its Notes prior to the Legal Final Maturity Date therefor nor shall any such
Noteholder institute any Proceeding for the enforcement of any such payment prior to such Legal
Final Maturity Date.





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          Section 809 Restoration of Rights and Remedies. If the Indenture Trustee or any
Holder has instituted any Proceeding to enforce any right or remedy under this Indenture or the
related Supplement and such Proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Indenture Trustee, any Series Enhancer or to such Holder, then and
in every such case, subject to any determination in such Proceeding, the Issuer, the Lessor, the
Indenture Trustee, any Series Enhancer and the Holders shall be restored severally and respectively
to their former positions hereunder and thereafter all rights and remedies of the Indenture
Trustee, such Series Enhancer and the Holders shall continue as though no such Proceeding had been
instituted.




          Section 810 Rights and Remedies Cumulative. No right or remedy conferred upon or
reserved to the Indenture Trustee, any Series Enhancer, any Interest Rate Hedge Provider or to the
Holders pursuant to this Indenture or any Supplement is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.




          Section 811 Delay or Omission Not Waiver. No delay or omission of the Indenture
Trustee, the Deal Agent, any Series Enhancer, any Interest Rate Hedge Provider or any Holder of any
Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every
right and remedy given by this Article or by law to the Indenture Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee, the
Deal Agent, any Series Enhancer, any Interest Rate Hedge Provider, or the Holders, as the case may
be, subject to the right of the Requisite Global Majority to control such right pursuant to Section
812 hereof.




          Section 812 Control by Requisite Global Majority. Upon the occurrence of an Event of
Default, the Requisite Global Majority shall, except as set forth in the proviso to Section 804
hereof, have the right to direct the time, method and place of conducting any Proceeding for any
remedy available to the Indenture Trustee or exercising any trust or power conferred on the
Indenture Trustee; provided that, (i) such direction shall not be in conflict with any rule of law
or with this Indenture, including, without limitation, Section 804 hereof, (ii) such Requisite
Global Majority has offered to the Indenture Trustee reasonable security or indemnity against
costs, expenses and liabilities which it might incur in connection therewith as provided in Section
902(iii) hereof and (iii) the Indenture Trustee may take any other action deemed proper by the
Indenture Trustee which is not inconsistent with such direction.




          Section 813 Waiver of Past Defaults. (a) The Requisite Global Majority may, on behalf
of all Noteholders of all Series, waive any past Event of Default and its consequences, except
that:





          (i) a waiver of any payment default (including any Event of Default under clause (i) or
(ii) of Section 801 hereof) shall require the consent of all of the



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Noteholders and, to the extent required pursuant to Section 1002(a), each affected Noteholder, and shall not require
Requisite Global Majority consent; and




          (ii) any waiver in respect of a covenant or provision hereof which, pursuant to Section
1002 hereof, cannot be modified or amended without the consent of each Holder of each
Outstanding Note affected thereby and each Series Enhancer shall, in each case, require the
consent of such Persons as are required to amend such covenant or provision (in addition to
the consent of the Requisite Global Majority).




     (b) Upon any waiver pursuant to Section 813(a) above, such Event of Default shall
cease to exist and shall be deemed to have been cured and not to have occurred for every
purpose of this Indenture; provided, however, that no such waiver shall extend to any
subsequent or other Event of Default or impair any right consequent thereon. No such waiver
shall affect any Interest Rate Swap Agreement that has been terminated in accordance with
its terms.



          Section 814 Undertaking for Costs. All parties to this Indenture agree, and each
Holder of any Note by acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as the
Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard
to the merits and good faith of the claims or defenses made by such party litigant; provided,
however, that the provisions of this Section shall not apply to any suit instituted by the
Indenture Trustee, to any suit instituted by any Holder, or group of Holders, holding in the
aggregate more than 10% of the aggregate principal balance of the Notes of all Series then
Outstanding, or to any suit instituted by any Holder for the enforcement of the payment of the
principal of or interest on any Note on or after the Legal Final Maturity Date of such Note.




          Section 815 Waiver of Stay or Extension Laws. The Issuer covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Indenture Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.




          Section 816 Sale of Collateral. (a) The power to effect any sale (a “Sale”) of any
portion of the Collateral pursuant to Section 804 hereof shall not be exhausted by any one or more Sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired
until the entire Collateral shall have been sold or all Outstanding Obligations shall have been
paid in full. The Indenture Trustee (at the direction of the Requisite Global Majority) may from
time to time postpone any Sale by public announcement made at the time and place of such Sale.





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     (b) Upon any Sale, whether made under the power of sale hereby given or under judgment,
order or decree in any Proceeding for the foreclosure or involving the enforcement of this
Indenture: (i) the Indenture Trustee, at the written direction of the Requisite Global
Majority, may bid for and purchase the property being sold, and upon compliance with the
terms of such Sale may hold, retain and possess and dispose of such property in accordance
with the terms of this Indenture; and (ii) the receipt of the Indenture Trustee or of any
officer thereof making such Sale shall be a sufficient discharge to the purchaser or
purchasers at such Sale for its or their purchase money, and such purchaser or purchasers,
and its or their assigns or personal representatives, shall not, after paying such purchase
money and receiving such receipt of the Indenture Trustee or of such officer therefor, be
obliged to see to the application of such purchase money or be in any way answerable for any
loss, misappropriation or non-application thereof.




     (c) The Indenture Trustee shall execute and deliver an appropriate instrument of
conveyance transferring its interest in any portion of the Collateral in connection with a
Sale thereof. In addition, the Indenture Trustee is hereby irrevocably appointed the agent
and attorney-in-fact of the Issuer to transfer and convey its interest (subject to the
User’s rights of quiet enjoyment) in any portion of the Collateral in connection with a Sale
thereof, and to take all action necessary to effect such Sale. No purchaser or transferee
at such a Sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into
the satisfaction of any conditions precedent or see to the application of any monies.




     (d) The Indenture Trustee acknowledges that its right to sell, transfer or otherwise
convey any Interest Rate Swap Agreement or exercise any foreclosure rights with respect
thereto shall be subject to compliance with the provisions of the applicable Interest Rate
Swap Agreement.



          Section 817 Action on Notes. The Indenture Trustee’s right to seek and recover
judgment on the Notes or under this Indenture or any Supplement shall not be affected by the
seeking, obtaining or application of any other relief under or with respect to this Indenture or
any Supplement. Neither the Lien of this Indenture nor any rights or remedies of the Indenture
Trustee, any Series Enhancer, any Interest Rate Hedge Provider or the Noteholders shall be impaired
by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any
execution under such judgment upon any portion of the Collateral or upon any of the assets of the
Issuer.




          Section 818 Determination of Existence of Event of Default for Purposes of Section
302(e). The Indenture Trustee shall distribute amounts pursuant to the provisions of Section
302(e) hereof on each Payment Date that occurs during the period commencing on the Indenture
Trustee’s receipt of notice from the Manager, the Issuer, either Contributor or the Requisite Global Majority that an Event of Default has occurred and is continuing on the date
of such notice and ending on the date on which the applicable Event of Default has been waived in a
written notice to the Indenture Trustee and Issuer executed by the Persons required to consent
thereto pursuant to Section 813.





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          Section 819 Notification of Each Series Enhancer and Interest Rate Hedge Provider.
Upon the Indenture Trustee’s receipt of notice with respect to, without duplication, (1) any
exercise by the Requisite Global Majority of its rights under any Related Document, (2) any
direction or instruction by the Requisite Global Majority with respect to any Related Document or
(3) any declaration, waiver or other action of the Requisite Global Majority under any Related
Document, the Indenture Trustee shall deliver a written notice to each Series Enhancer (other than
any Series Enhancer constituting part of such Requisite Global Majority) and each Interest Rate
Hedge Provider informing it of such exercise, direction, instruction, declaration, waiver or action
no later than one (1) Business Day after the Indenture Trustee’s receipt of the applicable notice.




ARTICLE IX




CONCERNING THE INDENTURE TRUSTEE




          Section 901 Duties of the Indenture Trustee. The Indenture Trustee, prior to the
occurrence of an Event of Default or after the cure or waiver of any Event of Default that may have
occurred, undertakes to perform such duties and only such duties as are specifically set forth in
this Indenture and the related Supplement and no implied duties shall be inferred against it. If
an Event of Default with respect to any Series has occurred and is continuing, the Indenture
Trustee, at the written direction of the Majority Holders of such Series, shall exercise such of
the rights and powers vested in it by this Indenture and the related Supplement, and use the same
degree of care and skill in its exercise as a prudent Person would exercise or use under the
circumstances in the conduct of such Person’s own affairs.




          The Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Indenture Trustee which are
specifically required to be furnished pursuant to any provisions of this Indenture and any
applicable Supplement, shall determine whether they are substantially in the form required by this
Indenture and any applicable Supplement; provided, however, that the Indenture Trustee shall not be
responsible for the accuracy or content (including mathematical calculations) of any such
resolution, certificate, statement, opinion, report, document, order or other instrument furnished
pursuant to this Indenture and any applicable Supplement.




          No provision of this Indenture or any Supplement shall be construed to relieve the Indenture
Trustee from liability for its own negligent action, its own negligent failure to act or its own
willful misconduct; provided, however, that:





          (i) Prior to the occurrence of an Event of Default and after the cure or waiver of any
Event of Default that may have occurred, the duties and obligations of the Indenture Trustee
shall be determined solely by the express provisions of this Indenture and any Supplements
issued pursuant to the terms hereof. The Indenture Trustee shall not be liable except for the performance of such duties and obligations as are
specifically set forth in this Indenture and any Supplements issued pursuant to the terms
hereof, and no implied covenants or obligations shall be read into this Indenture against
the Indenture Trustee and, in the absence of bad faith on the part of the Indenture Trustee,
the Indenture Trustee may conclusively rely, as to the truth of the statements and the
correctness of the



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opinions expressed therein, upon any certificates, statements, reports, documents, orders, opinions or other instruments (whether in their original or facsimile
form) furnished to the Indenture Trustee and conforming to the requirements of this
Indenture and any Supplements issued pursuant to the terms hereof;




          (ii) The Indenture Trustee shall not be liable for an error of judgment made in good
faith by a Corporate Trust Officer or Corporate Trust Officers of the Indenture Trustee,
unless it shall be proved that the Indenture Trustee was negligent in ascertaining the
pertinent facts; and




          (iii) The Indenture Trustee shall not be personally liable with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance with the direction
of the Requisite Global Majority relating to the time, method and place of conducting any
proceeding for any remedy available to the Indenture Trustee, or exercising any trust or
power conferred upon the Indenture Trustee, under this Indenture.



          No provisions of this Indenture shall require the Indenture Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate security or indemnity against such risk or liability is not
reasonably assured to it (the unsecured indemnity of a Rated Institutional Noteholder shall not
constitute reasonable grounds for believing that repayment of any such funds is not reasonably
assured to it.)




          Whether or not therein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be
subject to the provisions of this Section 901.




          Section 902 Certain Matters Affecting the Indenture Trustee. Except as otherwise
provided in Section 901 hereof:





          (i) The Indenture Trustee may conclusively rely and shall be fully protected in acting
or refraining from acting upon any Opinion of Counsel, certificate of an officer of the
Manager, certificate of auditors or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, appraisal, bond or other paper or document (whether
in its original or facsimile form) reasonably believed by it to be genuine and to have been
signed or presented by the proper party or parties;




          (ii) The Indenture Trustee may consult with counsel of its selection and any advice of
such counsel shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in accordance in
reliance thereof;




          (iii) The Indenture Trustee shall be under no obligation to institute, conduct or
defend any litigation or proceeding hereunder or in relation hereto at the request, order or
direction of the Requisite Global Majority, pursuant to the provisions of this Indenture,
unless the Requisite Global Majority shall have offered to the Indenture Trustee reasonable
security or indemnity satisfactory to it against the costs, expenses and



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liabilities which may be incurred therein or thereby (the unsecured indemnity of a Rated Institutional
Noteholder being deemed satisfactory for such purpose);




          (iv) The Indenture Trustee shall not be liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture;




          (v) The Indenture Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or document, unless requested
in writing to do so by the Deal Agent; provided, however that the Indenture Trustee may
require reasonable security or indemnity satisfactory to it against any cost, expense or
liability likely to be incurred in making such investigation as a condition to so proceeding
(the unsecured indemnity of a Rated Institutional Noteholder being deemed satisfactory for
such purposes). The reasonable expense of any such examination shall be paid, on a pro rata
basis, by the Noteholders or, if paid by the Indenture Trustee, shall be reimbursed by such
Noteholders upon demand;




          (vi) The Indenture Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through its agents or attorneys and the
Indenture Trustee shall not be responsible for any misconduct or negligence on the part of
any agent or attorney appointed by it with due care hereunder; provided, however, that any
agreement with an agent or an attorney shall provide for due care by such agent or attorney
in respect of the Issuer;




          (vii) The Indenture Trustee shall not be charged with knowledge of any default or Event
of Default unless either a Corporate Trust Officer of the Indenture Trustee shall have
actual knowledge or written notice of such shall have been actually received by a Corporate
Trust Officer of the Indenture Trustee; and




          (viii) The rights, privileges, protections, immunities and benefits given to the
Indenture Trustee, including, without limitation, its right to be indemnified, are extended
to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder,
and to each agent, custodian and other Person employed to act hereunder.



          The provisions of this Section 902 shall be applicable to the Indenture Trustee in its
capacity as the Indenture Trustee under this Indenture. Delivery of any reports, information and
documents to the Indenture Trustee provided for herein (or in any Related Document) is for
informational purposes only and the Indenture Trustee’s receipt of such shall not constitute
constructive knowledge of any information contained therein or determinable from information
contained therein, including the Manager’s or Issuer’s compliance with any of its representations, warranties or covenants under this Indenture or any of the Related Documents
(as to which the Indenture Trustee is entitled to rely exclusively on Officers’ Certificates).




          Section 903 Indenture Trustee Not Liable. (a) The recitals contained herein (other
than the representations and warranties contained in Section 911 hereof), in any Supplement and in
the Notes (other than the certificate of authentication on the Notes) shall be




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taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their
correctness. The Indenture Trustee makes no representations as to the validity or sufficiency of
this Indenture, any Supplement, the Notes, the Collateral or any Related Document. The Indenture
Trustee shall not be accountable for the use or application by the Issuer of any of the Notes or of
the proceeds thereof, or for the use or application of any funds paid to the Issuer or the Manager
in respect of the Collateral.





     (b) The Indenture Trustee shall have no responsibility or liability for or with respect
to the existence or validity of any Owner Compressor, the perfection of any security
interest (whether as of the date hereof or at any future time), the maintenance of or the
taking of any action to maintain such perfection, the validity of the assignment of any
portion of the Collateral to the Indenture Trustee or of any intervening assignment, the
compliance by any EXLP Affiliate with any covenant or the breach by any EXLP Affiliate of
any warranty or representation made hereunder, in any Supplement or in any Related Document
or the accuracy of such warranty or representation, any investment of monies in the Trust
Account or any Series Account or any loss resulting therefrom; provided that, such
investments are made in accordance with the provisions of Section 303 hereof, or the acts or
omissions of the Manager taken in the name of the Indenture Trustee.




     (c) Except as expressly provided herein or in any Supplement, the Indenture Trustee
shall not have any obligation or liability under any Contract by reason of or arising out of
this Indenture or the granting of a security interest in such Contract hereunder or the
receipt by the Indenture Trustee of any payment relating to any Contract pursuant hereto,
nor shall the Indenture Trustee be required or obligated in any manner to perform or fulfill
any of the obligations of the Issuer or the Manager under or pursuant to any Contract, or to
make any payment, or to make any inquiry as to the nature or the sufficiency of any payment
received by it, or the sufficiency of any performance by any party, under any Contract.



          Section 904 Indenture Trustee May Own Notes. The Indenture Trustee in its individual
or any other capacity may become the owner or pledgee of Notes with the same rights it would have
if it were not the Indenture Trustee; provided that, such transaction shall not result in the
disqualification of the Indenture Trustee for purposes of Rule 3a-7 under the Investment Company
Act of 1940.




          Section 905 Indenture Trustee’s Fees and Expenses. The fees (“Indenture Trustee’s
Fees”) of the Indenture Trustee shall be paid by the Issuer in accordance with Section 302 hereof
in an amount equal to $24,000 per year. In addition, on the Closing Date, the Issuer shall pay to
the Indenture Trustee an up-front fee equal to $7,500 plus reasonable attorneys’ fees. Subject to
the provisions of Section 902(iii) hereof, the Issuer shall, to the extent not paid by the Manager, indemnify the Indenture Trustee and each of its officers, directors and
employees for, and hold them harmless against, (i) any loss, liability, damage claim or expense
(including attorneys’ fees and expenses) incurred without negligence or willful misconduct on their
part, arising out of or in connection with the acceptance or administration of this trust,
including the costs and expenses of defending itself both individually and in its representative
capacity against any claim or liability in connection with the exercise or performance of any of




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its powers or duties hereunder and (ii) any loss, liability or expense directly or indirectly
incurred as a result of any penalty or other cost imposed by the Internal Revenue Service or other
taxing authority (the amounts described in clauses (i) and (ii) collectively, the “Indenture
Trustee Indemnified Amounts”).




          The obligations of the Issuer under this Section 905 to compensate the Indenture Trustee, to
pay or reimburse the Indenture Trustee for expenses, disbursements and advances and to indemnify
and hold harmless the Indenture Trustee shall constitute Outstanding Obligations hereunder and
shall survive the resignation or removal of the Indenture Trustee and the satisfaction and
discharge of this Indenture.




          When the Indenture Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 801(xi) or Section 801(xii), the expenses and the compensation for the
services are intended to constitute expenses of administration under any bankruptcy law.




          Section 906 Eligibility Requirements for the Indenture Trustee. The Indenture Trustee
hereunder shall at all times be a national banking association or a corporation, organized and
doing business under the laws of the United States of America or any State, and authorized under
such laws to exercise corporate trust powers. In addition, the Indenture Trustee or its parent
corporation shall at all times (i) have a combined capital and surplus of at least $250,000,000,
(ii) be subject to supervision or examination by Federal or state authority and (iii) have a
long-term unsecured senior debt rating of “A-2” or better by Moody’s Investors Service, Inc. and a
long-term unsecured senior debt rating of “A” by Standard & Poor’s Rating Services and short-term
unsecured senior debt rating of “P-1” or better by Moody’s Investors Service, Inc. and a short-term
unsecured senior debt rating of “A-2” by Standard & Poor’s Rating Services. If such corporation
publishes reports of condition at least annually, pursuant to law or to the requirements of such
supervising or examining authority, then, for the purposes of this Section 906, the combined
capital and surplus of such corporation shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any time the Indenture
Trustee shall cease to be eligible in accordance with the provisions of this Section, the Indenture
Trustee shall resign promptly in the manner and with the effect specified in Section 907 hereof.




          Section 907 Resignation and Removal of the Indenture Trustee. The Indenture Trustee
may at any time resign and be discharged from the trusts hereby created by giving written notice
thereof to the Issuer, the Manager, the Deal Agent, each Series Enhancer, each Interest Rate Hedge
Provider and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly
appoint a successor trustee by written instrument, a copy of which original instrument shall be
delivered to the resigning Indenture Trustee and the successor Indenture Trustee. A copy of the
instrument shall also be delivered to the Deal Agent. If no successor Indenture Trustee shall have been so appointed and have accepted appointment within
ninety (90) days after the giving of such notice of resignation, the Requisite Global Majority may
appoint a successor trustee or, if it does not do so within thirty (30) days thereafter, the
resigning Indenture Trustee may petition at the expense of the Issuer any court of competent
jurisdiction for the appointment of a successor trustee, which successor trustee shall meet the
eligibility standards set forth in Section 906.





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          If, at any time, the Indenture Trustee shall cease to be eligible in accordance with the
provisions of Section 906 hereof and shall fail to resign after written request therefor by the
Issuer, the Deal Agent, or the Manager, or if at any time the Indenture Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture
Trustee or of its property shall be appointed, or any public officer shall take charge or control
of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Issuer shall remove the Indenture Trustee and appoint a
successor Indenture Trustee by written instrument, in duplicate, one copy of which original
instrument shall be delivered to the Indenture Trustee so removed and one copy to the successor
Indenture Trustee.




          Any resignation or removal of the Indenture Trustee and appointment of a successor trustee
pursuant to any of the provisions of this Section shall become effective upon, and only upon,
acceptance of appointment by the successor trustee as provided in Section 908 hereof.




          Section 908 Successor Indenture Trustee. Any successor Indenture Trustee appointed as
provided in Section 907 hereof shall execute, acknowledge and deliver to the Issuer and to its
predecessor Indenture Trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Indenture Trustee shall become effective and such
successor Indenture Trustee, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect
as if originally named as the Indenture Trustee herein. The predecessor Indenture Trustee shall
upon payment of all charges due it, its agents and counsel deliver to the successor Indenture
Trustee all documents relating to the Collateral, if any, delivered to it, together with any amount
remaining in the Trust Account, and any other Series Accounts. In addition, the predecessor
Indenture Trustee and, upon request of the successor Indenture Trustee, the Issuer shall execute
and deliver such instruments and do such other things as may reasonably be required for more fully
and certainly vesting and confirming in the successor Indenture Trustee all such rights, powers,
duties and obligations.




          No successor Indenture Trustee shall accept appointment as provided in this Section 908 unless
at the time of such acceptance such successor Indenture Trustee shall be eligible under the
provisions of Section 906 hereof and the Requisite Global Majority has not objected to such
appointment within ten (10) days.




          Upon acceptance of appointment by a successor Indenture Trustee as provided in this Section
908, the Issuer shall mail notice of the succession of such Indenture Trustee hereunder to each
Interest Rate Hedge Provider and to all Noteholders at their addresses as shown in the registration
books maintained by the Indenture Trustee. If the Issuer fails to mail such notice within ten (10) days after acceptance of appointment by the successor Indenture
Trustee, the successor Indenture Trustee shall cause such notice to be mailed at the expense of the
Issuer.




          Section 909 Merger or Consolidation of the Indenture Trustee. Any entity into which
the Indenture Trustee may be merged or converted or with which it may be consolidated, or any
entity resulting from any merger, conversion or consolidation to which the Indenture



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Trustee shall be a party, or any entity succeeding to the business of the Indenture Trustee, shall be the
successor of the Indenture Trustee hereunder, provided such entity shall be eligible under the
provisions of Section 906 hereof, without the execution or filing of any paper, deed or conveyance
or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.




          Section 910 Separate Indenture Trustees, Co-Indenture Trustees and Custodians. If the
Indenture Trustee is not capable of acting outside the United States, it shall have the power from
time to time to appoint one or more Persons or corporations to act either as co-trustees jointly
with the Indenture Trustee, or as separate trustees, or as custodians, for the purpose of holding
title to, foreclosing or otherwise taking action with respect to any of the Collateral, when such
separate trustee or co-trustee is necessary or advisable under any Applicable Laws or for the
purpose of otherwise conforming to any legal requirement, restriction or condition in any
applicable jurisdiction. The separate trustees, co-trustees, or custodians so appointed shall be
trustees, co-trustees, or custodians for the benefit of all Noteholders and each Interest Rate
Hedge Provider, and shall have such powers, rights and remedies as shall be specified in the
instrument of appointment; provided, however, that no such appointment shall, or shall be deemed
to, constitute the appointee an agent of the Indenture Trustee. The Issuer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of such appointment.




          Every separate trustee, co-trustee and custodian shall, to the extent permitted by law, be
appointed and act subject to the following provisions and conditions:





          (i) all powers, duties, obligations and rights conferred upon the Indenture Trustee in
respect of the receipt, custody and payment of moneys shall be exercised solely by the
Indenture Trustee;




          (ii) all other rights, powers, duties and obligations conferred or imposed upon the
Indenture Trustee shall be conferred or imposed upon and exercised or performed by the
Indenture Trustee and such separate trustee, co-trustee, or custodian jointly, except to the
extent that under any law of any jurisdiction in which any particular act or acts are to be
performed the Indenture Trustee shall be incompetent or unqualified to perform such act or
acts, in which event such rights, powers, duties and obligations (including the holding of
title to the Collateral or any portion thereof in any such jurisdiction) shall be exercised
and performed by such separate trustee, co-trustee or custodian;




          (iii) no trustee or custodian hereunder shall be personally liable by reason of any act
or omission of any other trustee or custodian hereunder; and




          (iv) the Issuer or the Indenture Trustee may at any time accept the resignation of or
remove any separate trustee, co-trustee or custodian so appointed by it or them if such
resignation or removal does not violate the other terms of this Indenture.



          Any notice, request or other writing given to the Indenture Trustee shall be deemed to have
been given to each of the then separate trustees and co-trustees, as effectively as




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if given to each of them. Every instrument appointing any separate trustee, co-trustee, or custodian shall
refer to this Indenture and the conditions of this Article. Each separate trustee and co-trustee,
upon its acceptance of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may
be provided therein, subject to all the provisions of this Indenture, specifically including every
provision of this Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. Every such instrument shall be furnished to the Indenture
Trustee and each Series Enhancer.




          Any separate trustee, co-trustee or custodian may, at any time, constitute the Indenture
Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited
by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name.
If any separate trustee, co-trustee, or custodian shall die, become incapable of acting, resign or
be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a
new or successor trustee or custodian.




          No separate trustee, co-trustee or custodian hereunder shall be required to meet the terms of
eligibility as successor trustee under Section 906 hereof and no notice to Noteholders of the
appointment thereof shall be required under Section 908 hereof.




          The Indenture Trustee agrees to instruct the co-trustees, if any, to the extent necessary to
fulfill the Indenture Trustee’s obligations hereunder.




          Section 911 Representations and Warranties. The Indenture Trustee hereby represents
and warrants as of the date of issuance of each Series that:





     (a) Organization and Good Standing. The Indenture Trustee is a national
banking association duly organized, validly existing and in good standing under the laws of
the United States of America, and has the power to own its assets and to transact the
business in which it is presently engaged;




     (b) Authorization. The Indenture Trustee has the power, authority and legal
right to execute, deliver and perform this Indenture and each Supplement and to authenticate
the Notes, and the execution, delivery and performance of this Indenture and each Supplement
and the authentication of the Notes has been duly authorized by the Indenture Trustee by all
necessary corporate action;




     (c) Binding Obligations. This Indenture and each Supplement, assuming due
authorization, execution and delivery by the Issuer, constitutes the legal, valid and
binding obligations of the Indenture Trustee, enforceable against the Indenture Trustee in
accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether statutory,
regulatory or decisional) now or hereafter in effect relating to creditors’ rights generally
and the rights of trust companies in particular and (ii) the remedy of specific performance
and injunctive and other forms of equitable relief may be subject to certain equitable



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defenses and to the discretion of the court before which any proceeding therefor may be
brought, whether in a proceeding at law or in equity;




     (d) No Violation. The performance by the Indenture Trustee of its obligations
under this Indenture and each Supplement will not conflict with, result in any breach of any
of the terms and provisions of, or constitute (with or without notice, lapse of time or
both) a default under, the charter documents or bylaws of the Indenture Trustee;




     (e) No Proceedings. There are no proceedings or investigations to which the
Indenture Trustee is a party pending, or, to the knowledge of the Indenture Trustee without
independent investigation, threatened, before any court, regulatory body, administrative
agency or other tribunal or Governmental Authority (A) asserting the invalidity of this
Indenture or the Notes, (B) seeking to prevent the issuance of the Notes or the consummation
of any of the transactions contemplated by this Indenture or (C) seeking any determination
or ruling that would materially and adversely affect the performance by the Indenture
Trustee of its obligations under, or the validity or enforceability of, this Indenture or
the Notes;




     (f) Approvals. Neither the execution or delivery by the Indenture Trustee of
this Indenture nor the consummation of the transactions by the Indenture Trustee
contemplated hereby requires the consent or approval of, the giving of notice to, the
registration with or the taking of any other action with respect to any Governmental
Authority under any existing federal or State of Minnesota law governing the banking or
trust powers of the Indenture Trustee;




     (g) Control of Indenture Trustee. The Indenture Trustee is not directly or
indirectly controlled by any EXLP Affiliate or any of its Affiliates. The Indenture Trustee
will promptly notify the Issuer, each Series Enhancer, each Interest Rate Hedge Provider,
the Deal Agent and the Contributor if at any time it becomes controlled by any EXLP
Affiliate or any of its Affiliates;




     (h) Knowledge of Adverse Claims. Wells Fargo Bank, National Association does
not have any knowledge of adverse claim with respect to the Collateral in which the security
interest is being granted;




     (i) No Conflict; Legal Compliance. The execution, delivery and performance of
this Indenture and each of the Supplements will not: (a) contravene any provision of the
Indenture Trustee’s Organizational Documents; (b) contravene, conflict with or violate any
Applicable Law or regulation, or any order, writ, judgment, injunction, decree,
determination or award of any Governmental Authority that could result in a Material Adverse
Change; or (c) violate or result in the breach of, or constitute (with or without Notice,
lapse of time or both) a default under this Indenture, the Related Documents, any other
indenture or other loan or credit agreement, or other agreement or instrument to which the Indenture Trustee is a party or by which the Indenture Trustee,
or its property and assets, may be bound or affected that could result in a Material Adverse
Change or result in a Lien on any Collateral other than Permitted Encumbrances. The
Indenture Trustee is not in violation or breach of or default under any law, rule,



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regulation, order, writ, judgment, injunction, decree, determination or award or any
contract, agreement, lease, license, indenture or other instrument to which it is a party
that could result in a Material Adverse Change; and




     (j) Compliance with Law. The Indenture Trustee:




          (i) is not in violation of (1) any laws, ordinances, governmental rules or regulations,
or (2) court orders to which it is subject, the violation of either of which could
reasonably be expected to materially and adversely affect the ability of the Indenture
Trustee to perform its obligations under and comply with the terms of this Indenture or any
of the Supplements or other Related Documents to which it is a party;




          (ii) has not failed to obtain any licenses, permits, franchises or other governmental
authorizations which failure could reasonably be expected to materially and adversely affect
the ownership of its property or the conduct of its business including, without limitation,
with respect to transactions contemplated by this Indenture and any of the Supplements or
other Related Documents to which it is a party; and




          (iii) is not in violation in any respect of any term of any agreement, certificate of
formation, by law, or any instrument to which it is a party or by which it may be bound,
which violation could reasonably be expected to materially and adversely affect the business
or condition (financial or otherwise) of the Indenture Trustee, or the interests of the
Noteholders, any Series Enhancer or Eligible Interest Rate Hedge Counterparty in any
Collateral.



          Section 912 Indenture Trustee Offices. The Indenture Trustee shall maintain in the
State of Minnesota an office or offices or agency or agencies where Notes may be surrendered for
registration of transfer or exchange, which office shall initially be located at MAC N9311-161,
Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479 and shall promptly notify the
Issuer, the Manager, the Noteholders and each Interest Rate Hedge Provider of any change of such
location.




          Section 913 Notice of Event of Default. If a Corporate Trust Officer of the Indenture
Trustee shall have actual knowledge that an Event of Default with respect to any Series shall have
occurred and be continuing, the Indenture Trustee shall promptly (but in any event within five (5)
Business Days) give written notice thereof to each Noteholder, each Interest Rate Hedge Provider,
each Rating Agency and each Series Enhancer of such Series. For all purposes of this Indenture, in
the absence of actual knowledge by a Corporate Trust Officer of the Indenture Trustee, the
Indenture Trustee shall not be deemed to have actual knowledge of any Event of Default unless
notified in writing thereof by the Issuer, the Contributor, the Manager, any Series Enhancer or any
Noteholder, and such notice references the applicable Series of Notes generally, the Issuer, this
Indenture or the applicable Supplement.




          Section 914 Indenture Trustee’s Application for Instructions from the Issuer. Any
application by the Indenture Trustee for written instructions from the Issuer may, at the option of
the Indenture Trustee, set forth in writing any action proposed to be taken or omitted by the
Indenture Trustee under this Indenture and the date on and/or after which such action shall be




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taken or such omission shall be effective. The Indenture Trustee shall not be liable for any
action taken by, or omission of, the Indenture Trustee in accordance with a proposal included in
such application on or after the date specified in such application (which date shall not be less
than three (3) Business Days after the date any officer of the Issuer actually receives such
application, unless any such officer shall have consented in writing to any earlier date) unless
prior to taking any such action (or the effective date in the case of an omission), the Indenture
Trustee shall have received written instructions in response to such application specifying the
action to be taken or omitted.



          Section 915 Indenture Trustee’s Duties — Monthly Tape. (a) Pursuant to the
Management Agreement, the Manager is required to deliver to the Indenture Trustee and the Indenture
Trustee hereby consents to accept, on each Determination Date, the Monthly Tape, which Monthly Tape
shall contain each User’s name, address, telephone number, location of Owner Compressor(s), monthly
revenue rate, maintenance information and other pertinent terms and conditions of the User
Contract; provided, however, that the Monthly Tape is in a format to be agreed upon by the Manager
and the Indenture Trustee. The Indenture Trustee shall notify the Issuer, the Manager, the Deal
Agent, each Interest Rate Hedge Provider and each Series Enhancer in writing of any material
inconsistencies between the related Manager Report and the Monthly Tape and of any information that
is missing from such Manager Report and shall confirm conformity of actual Manager remittances to
such Manager Report.





     (b) If the Manager disagrees with the computations provided under paragraph (a) above
by the Indenture Trustee or if the Manager has not reconciled such discrepancy, the
Indenture Trustee agrees to confer with the Manager to resolve such disagreement on or prior
to the next succeeding Determination Date and shall settle such discrepancy with the
Manager, and notify the Deal Agent and any Series Enhancer of the resolution thereof. The
Manager hereby agrees to cooperate, at its own expense, with the Indenture Trustee in
reconciling any discrepancies herein. If, within thirty (30) days of notice to the Manager,
each Series Enhancer, each Interest Rate Hedge Provider, the Deal Agent and the Indenture
Trustee, such discrepancy is not resolved, the Indenture Trustee shall promptly notify the
Deal Agent, the Issuer, each Interest Rate Hedge Provider and each Series Enhancer of such
discrepancy. Following receipt of such notice from the Indenture Trustee, the Manager shall
deliver to the Rating Agencies, the Noteholders, each Series Enhancer, each Interest Rate
Hedge Provider and the Indenture Trustee no later than the related Payment Date a
certificate describing the nature and cause of such discrepancies and the Manager shall hire
independent accountants (who may also provide other services to the Manager), at Manager’s
expense, to examine the Manager Report and attempt to reconcile discrepancies at the
earliest possible date. The result, if any, of such reconciliation shall be reflected in
the Manager Report for the next succeeding Determination Date.



     Other than the duties specifically set forth in this Indenture, the Indenture Trustee shall
have no obligations hereunder, including, without limitation, to supervise, verify, monitor or administer the performance of the Manager. The Indenture Trustee shall have no liability for
any actions taken or omitted by the Manager. The duties and obligations of the Indenture Trustee
shall be determined solely by the express provisions of this Indenture and no implied covenants or
obligations shall be read into this Indenture against the Indenture Trustee.



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ARTICLE X




SUPPLEMENTAL INDENTURES; AMENDMENTS




          Section 1001 Supplemental Indentures Not Requiring Consent of Holders. (a) Without
the consent of any Holder and based on an Opinion of Counsel in form and substance reasonably
acceptable to the Indenture Trustee to the effect that such Supplement is for one of the purposes
set forth in clauses (i) through (xii) below, the Issuer, the Indenture Trustee and the Lessor, at
any time and from time to time, may enter into an amendment hereto or into one or more Supplements
in form satisfactory to the Indenture Trustee, for any of the following purposes:





          (i) to add to the covenants of the Issuer and/or the Lessor in this Indenture for the
benefit of the Holders of all Series then Outstanding or any Series Enhancer, or to
surrender any right or power conferred upon the Issuer in this Indenture;




          (ii) to cure any ambiguity or to correct or supplement any provision in this Indenture
which is inconsistent with any other provision in this Indenture;




          (iii) to correct or amplify the description of any property at any time subject to the
Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee
any property subject or required to be subject to the Lien of this Indenture, or to subject
additional property to the Lien of this Indenture;




          (iv) to add to the conditions, limitations and restrictions on the authorized amount,
terms and purposes of issue, authentication and delivery of the Notes, as herein set forth,
or additional conditions, limitations and restrictions thereafter to be observed by the
Issuer;




          (v) to convey, transfer, assign, mortgage or pledge any additional property to or with
the Indenture Trustee;




          (vi) to evidence the succession of the Indenture Trustee pursuant to Article IX;




          (vii) to add any additional Events of Default;




          (viii) to issue any additional Series of Notes in accordance with the provisions of
Section 1006 hereof;




          (ix) to modify the restrictions on and procedures for resale and other transfer of the
Notes in accordance with any change in any applicable law or regulation (or the
interpretation thereof) or to enable the Issuer to rely upon any less restrictive exemption from registration under the Securities Act or the Investment Company Act or
to remove restrictions on resale and transfer to the extent not required thereunder;




          (x) to reduce the permitted minimum denominations of Notes;



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          (xi) to evidence the succession of another Person to the Issuer or the Lessor in
compliance with applicable provisions hereof, and the assumption by any such successor
Person of the covenants of the Issuer or the Lessor contained herein and in the Notes; or




          (xii) to satisfy any Rating Agency requirement.


If the terms of any such Supplement or amendment contemplated by this Section 1001 adversely
affects the rights, duties or interests of any Interest Rate Hedge Provider or any Series Enhancer,
then each such Interest Rate Hedge Provider or Series Enhancer, as the case may be, must receive a
copy of such proposed Supplement or amendment from the Issuer and also issue its prior written
consent to such Supplement or amendment.





     (b) Promptly after the execution by the Issuer, the Indenture Trustee and the Lessor of
any amendment or Supplement pursuant to this Section 1001, the Issuer shall mail to the
Holders of all Notes then Outstanding, each Rating Agency, each Interest Rate Hedge Provider
and each Series Enhancer, a notice setting forth in general terms the substance of such
amendment or Supplement, together with a copy of the text of such amendment or Supplement.
Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amendment or Supplement.



          Section 1002 Supplemental Amendment (Not Creating a New Series) with Consent of
Holders. (a) The Issuer, the Indenture Trustee and the Lessor may, with the consent of the
Requisite Global Majority, enter into an amendment or a Supplement hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this Indenture
or of modifying in any manner the rights of the Holders under this Indenture (to the extent such
subject matter is not addressed in Section 1001 or Section 1006 hereof); provided, however, that



(1) no such amendment or Supplement shall, without the consent of the Holder of each Outstanding
Note affected thereby:





          (i) extend the due date for the payment of any principal of, or reduce the principal
amount of, or reduce any scheduled repayment of the principal balance of, any Note or reduce
the rate of interest payable thereon, change the priority of any such principal or interest
payments pursuant to this Indenture or any Supplement, or the date on which, or the place of
payment where, any such payment is to be made;




          (ii) change the coin or currency in which the principal balance of any Note or the
interest thereon is payable;




          (iii) impair the right to institute suit for the enforcement of (A) any interest
payment on any Payment Date or (B) the principal balance of any Note on or after the Legal
Final Maturity Date thereof;




          (iv) reduce the percentage of Outstanding Notes (or the commitments of the Noteholders)
required for (a) the consent of any Supplement to this Indenture,



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(b) the consent required for any waiver of compliance with certain provisions of this Indenture or Events of Default
hereunder and their consequences as provided for in this Indenture or (c) the consent
required to waive any payment default on the Notes;





          (v) modify any of the provisions of this Section 1002 except to increase any percentage
provided herein or to provide that certain other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each Outstanding Note affected
thereby;




          (vi) modify or alter the definition of the terms “Advance Rate”, “Existing Commitment”,
“Initial Commitment”, “Minimum Principal Payment Amount”, “Outstanding”, “Requisite Global
Majority” or “Scheduled Principal Payment Amount”;




          (vii) impair or adversely affect the Collateral or reduce the scope of the definition
of “Collateral”, in each case except as otherwise permitted herein;




          (viii) permit the creation of any Lien ranking prior to, or on a parity with, the Lien
of this Indenture with respect to any part of the Collateral, or terminate or release the
Lien of this Indenture on any Collateral (except to the extent authorized by the terms of
this Indenture); or




          (ix) amend Section 209 hereof or change in any manner the calculation of the Requisite
Global Majority or any other calculation made for purposes of determining the number of
Series Enhancers required to vote or consent with respect to any matter; and


(2) no such amendment or Supplement shall, without the consent of the Majority Holders:





     (a) modify or alter the definition of the terms “Asset Base”, “Debt Limit”, “Eligible
Compressor”, “Eligible Contract”, “Free Cash Flow Limit”, “Free Cash Flow Event”, “Net
Revenue”, “Net Revenue Event”, “Net Revenue Limit”, “Supplemental Principal Payment Amount”,
“Trigger Event” or “Undercollateralization Event”; or




     (b) modify or alter the provisions of Section 301, 302, 702 or 1006 of this Indenture
or any defined terms used in or related to any of the foregoing Sections.



     and provided further, that if the terms of any such Supplement or amendment contemplated by
this Section 1002 materially and adversely affect the rights, duties or interests of any Interest
Rate Hedge Provider or any Series Enhancer, then each such Interest Rate Hedge Provider or Series
Enhancer must receive a copy of such proposed Supplement or amendment from the Issuer and also
issue its prior written consent to such Supplement or amendment.




     (b) Promptly after the execution by the Issuer, the Lessor and the Indenture Trustee of
any amendment or Supplement pursuant to this Section 1002, the Issuer shall mail to the
Holders of Notes then Outstanding, each Rating Agency, each Series Enhancer and each
Interest Rate Hedge Provider related to such Series, a notice setting forth in general terms
the substance of such amendment or Supplement, together with a copy of the text of such
amendment or Supplement. Any failure of the Issuer to mail



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such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment
or Supplement.



          Section 1003 Execution of Supplemental Indentures. In executing, or accepting the
additional trusts created by, a Supplement permitted by this Article or the modification thereby of
the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and shall
be fully protected in relying upon, an Opinion of Counsel stating that the execution of such
Supplement is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not
be obligated to, enter into any such Supplement which affects the Indenture Trustee’s own rights,
duties or immunities under this Indenture or otherwise.




          Section 1004 Effect of Supplemental Indentures. Upon the execution of any Supplement
under this Article, this Indenture shall be modified in accordance therewith, and such Supplement
shall form a part of this Indenture for all purposes, and every Holder of Notes theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.




          Section 1005 Reference in Notes to Supplemental Indentures. Notes authenticated and
delivered after the execution of any Supplement pursuant to this Article may, and shall if required
by the Issuer, bear a notation in form approved by the Indenture Trustee as to any matter provided
for in such Supplement. If the Issuer shall so determine, new Notes so modified as to conform, in
the opinion of the Indenture Trustee, may be prepared and executed by the Issuer and authenticated
and delivered by the Indenture Trustee in exchange for Outstanding Notes.




          Section 1006 Issuance of Series of Notes. (a) The Issuer and the Lessor may from
time to time direct the Indenture Trustee in writing to execute and authenticate one or more Series
of Notes (each, a “Series”).





     (b) On or before the Series Issuance Date relating to any Series, the Issuer and the
Indenture Trustee, and, if required pursuant to the terms of the Lease, the Lessor will
execute and deliver a Supplement which will specify the Principal Terms of such Series. The
terms of such Supplement may modify or amend the terms of this Indenture solely as applied
to such Series and, with the consent of the Majority Holders for each other Series of Notes
then Outstanding, may amend this Indenture as applicable to such other Series; provided
that, any such amendment to this Indenture satisfies all applicable provisions of Section
1002 hereof. The Issuer’s right to direct the Indenture Trustee, and the obligation of the
Indenture Trustee to authenticate, execute and deliver the Notes of such Series and to
execute and deliver the related Supplement is subject to the satisfaction of the following
conditions:




          (i) except for any Supplements executed on the Closing Date, on or before the tenth
Business Day immediately preceding the Series Issuance Date (unless the parties to be
notified agree to a shorter notice period), the Issuer shall have given the Indenture
Trustee, the Manager, each Interest Rate Hedge Provider, the Deal Agent, each Rating Agency
(and, if such additional Series is to be registered pursuant to the Securities Act, all
Rating Agencies that have rated any prior Series) and each Series Enhancer notice of the
Series and the Series Issuance Date;



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          (ii) the Issuer shall have delivered to the Indenture Trustee the related Supplement,
in form satisfactory to the Indenture Trustee, executed by the Issuer;




          (iii) if applicable, the Issuer shall have delivered to the Indenture Trustee an
executed Enhancement Agreement with respect to such Series of Notes;




          (iv) if any Series of Notes then Outstanding has been assigned a rating by one or more
Rating Agencies, the Rating Agency Condition(s) shall have been satisfied with respect to
each such Series of Notes;




          (v) the Issuer shall have delivered to the Indenture Trustee, each Rating Agency, each
Interest Rate Hedge Provider, each Series Enhancer and, if required, any Noteholder, any
Opinions of Counsel required by the related Supplement, including without limitation with
respect to true sale, enforceability, non-consolidation and security interest perfection
issues;




          (vi) no Trigger Event or Prospective Trigger Event has occurred and is then continuing
or would result from the issuance of such additional Series of Notes and the representations
and warranties of the Issuer set forth in this Indenture or in any other Related Document
shall be true and correct both before and immediately after the issuance of such additional
Series of Notes and the Issuer shall have delivered to the Indenture Trustee and each Series
Enhancer an Officer’s Certificate with respect to the matters described in this clause (iv);




          (vii) such other conditions as shall be specified in the related Supplement;




          (viii) the Issuer shall have delivered to the Indenture Trustee, each Rating Agency and
each Series Enhancer, one (1) Appraisal of the Owner Compressors (including any Compressors
to be acquired by the Issuer with the proceeds of such Series), which Appraisal shall be
dated not more than one year prior to the proposed Series Issuance Date;




          (ix) the Aggregate Appraised Value shall be equal to, or greater than, the then
Aggregate Note Principal Balance, calculated giving effect to the issuance of such Notes;




          (x) such additional Series of Notes shall consist of only one Class of Notes;




          (xi) the principal balance of, and accrued interest on, such additional Series of Notes
shall be denominated and payable in US Dollars;




          (xii) EXLP shall be the Manager on the Series Issuance Date of such additional Series
of Notes;




          (xiii) the interest rate per annum payable with respect to the principal balance of
such additional Series of Notes shall be either a fixed annual percentage rate



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or a floating rate of interest based on a benchmark interest rate commonly utilized in commercial banking transactions;




          (xiv) the Issuer will, not later than thirty (30) days after the Series Issuance Date,
enter into one or more Interest Rate Swap Agreements such that, after giving effect to the
issuance of such additional Series of Notes, the Issuer will be in compliance with the
Hedging Requirements, and the Issuer shall have delivered copies of such executed Interest
Rate Swap Agreements (if any) to the Indenture Trustee;




          (xv) such other conditions as shall be specified in any Series of Notes Outstanding
immediately prior to the issuance of such additional Series of Notes; and




          (xvi) the Issuer shall have delivered to the Indenture Trustee and each Series Enhancer
for each Series of Notes then Outstanding an Officer’s Certificate that all of the
conditions specified in clauses (i) through (xv) above have been satisfied.


Upon satisfaction of the above conditions, the Indenture Trustee shall execute the Supplement for
such Series and authenticate, execute and deliver the Notes of such Series.




ARTICLE XI




HOLDERS LISTS




          Section 1101 Indenture Trustee to Furnish Issuer Names and Addresses of Holders.
Unless otherwise provided in the related Supplement, the Indenture Trustee will furnish or cause to
be furnished to the Issuer (i) not more than ten (10) days after receipt of a request from the
Issuer, a list, in such form as the Issuer may reasonably require, of the names, addresses and tax
identification numbers of the Holders of Notes as of such date, and (ii) at such other times as the
Issuer may request in writing, within thirty (30) days after the receipt by the Indenture Trustee
of any such request, a list of similar form and content as of a date not more than fifteen (15)
days prior to the time such list is furnished.




          Section 1102 Preservation of Information; Communications to Holders. The Indenture
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses
of Holders contained in the most recent list furnished to the Issuer as provided in Section 1101
and the names and addresses of Holders received by the Note Registrar. The Issuer may destroy any
list furnished to it as provided in Section 1101 upon receipt of a new list so furnished.




ARTICLE XII




MISCELLANEOUS PROVISIONS




          Section 1201 Compliance Certificates and Opinions. (a) Upon any application or
request by the Issuer to the Indenture Trustee to take any action under any provision of this
Indenture or any Supplement, the Issuer shall furnish to the Indenture Trustee a certificate
stating that all conditions precedent, if any, provided for in this Indenture and any relevant
Supplement relating to the proposed action have been complied with and, if deemed reasonably
necessary by




106









 




the Indenture Trustee or if required pursuant to the terms of this Indenture, an
Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or opinion need be
furnished.





     (b) Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:




          (i) a statement that, in the opinion of each such individual, he has made such
examination or investigation as is necessary to enable him to express an informed opinion as
to whether such covenant or condition has been complied with; and




          (ii) a statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.



          Section 1202 Form of Documents Delivered to Indenture Trustee. (a) In any case where
several matters are required to be certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or covered by the opinion of, only one
such Person, or that they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such matters in one or
several documents.





     (b) Any certificate or opinion may be based, insofar as it relates to legal matters,
upon a certificate or opinion of, or representations by, counsel, unless such officer knows
that the certificate or opinion or representations with respect to the matters upon which
his certificate or opinion is based are erroneous.




     (c) Where any Person is required to make, give or execute two or more applications,
requests, consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one instrument.



          Section 1203 Acts of Holders. (a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture or any Supplement to be given or
taken by Holders may be (i) embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an agent duly appointed in writing,
(ii) evidenced by the written consent or direction of Holders of the specified percentage of the
principal amount of the Notes, or (iii) evidenced by a combination of such instrument or instruments; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments and record are delivered to the
Indenture Trustee and, where it is hereby expressly required, to the Issuer. Proof of execution of
any such instrument or of a writing appointing any such agent shall be sufficient for any purpose
of this Indenture and conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section 1203.





     (b) The fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness of such execution or by a certificate



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of a notary public or other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute sufficient proof of
his authority. The fact and date of the execution of any such instrument or writing, or the
authority of the Person executing the same, may also be proved in any other manner which the
Indenture Trustee deems sufficient.




     (c) The ownership of Notes shall be proved by the Note Register.




     (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Note shall bind every future Holder of the same Note and the Holder of
every Note issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof in respect of anything done, omitted or suffered to be done by the Indenture
Trustee or the Issuer in reliance thereon, whether or not notation of such action is made
upon such Note.



          Section 1204 Inspection. Each Noteholder and Series Enhancer shall have the right to
inspect, review and audit the Owner Compressors, the Issuer’s and the Manager’s computer systems
(including the receivables aging system), all books, records, reports of the Issuer and/or the
Lessor, User Contracts, insurance policies, other documents relating to the Owner Compressors
and/or the User Contracts (all in the format which the Manager uses for EXLP Compressors). Such
inspections shall (a) be conducted upon reasonable request and notice to the Issuer, the Lessor and
the Manager, (b) be conducted during normal business hours, (c) be subject to the Issuer’s and/or
the Lessor’s customary security procedures and the execution of reasonable and customary
confidentiality agreements and (d) not unreasonably disrupt the Issuer’s and/or the Lessor’s
business. The Deal Agent on behalf the Noteholders and Series Enhancers (and its agents) shall
have the right to (i) one such inspection per calendar year, at the cost and expense of the Issuer
and/or the Lessor, as appropriate (including the legal and accounting fees incurred by the Person
directing such inspection, review and audit) and (ii) one additional inspection at its own cost
and expense, unless a Trigger Event shall have occurred and be continuing, in which case, the Deal
Agent on behalf of the Noteholders and Series Enhancers (and its agent) shall have the right to
such inspection any number of times and each time the costs and expenses shall be borne by the
Manager.




          Section 1205 Limitation of Rights. Except as expressly set forth in this Indenture,
this Indenture shall be binding upon the Issuer, the Noteholders and their respective successors
and permitted assigns and shall not inure to the benefit of any Person other than the parties hereto, the Noteholders and the Manager as provided herein. Notwithstanding the
previous sentence, the parties hereto and each Noteholder (by its acceptance of a Note) acknowledge
that each Series Enhancer for a Series of Notes and each Interest Rate Hedge Provider is an express
third party beneficiary hereof entitled to enforce its rights hereunder as if actually a party
hereto.




          Section 1206 Severability. If any provision of this Indenture is held to be in
conflict with any applicable statute or rule of law or is otherwise held to be unenforceable for
any reason whatsoever, such circumstances shall not have the effect of rendering the provision in



108









 




question inoperative or unenforceable in any other case or circumstance, or of rendering any other
provision or provisions herein contained invalid, inoperative, or unenforceable to any extent
whatsoever. The invalidity of any one or more phrases, sentences, clauses or Sections of this
Indenture shall not affect the remaining portions of this Indenture, or any part thereof.




          Section 1207 Notice. All demands, notices and communications hereunder shall be
made in writing, personally delivered, by e-mail or by facsimile, or sent by internationally
recognized overnight courier service, to the following addresses and facsimile numbers:




To the Manager:



EXTERRAN PARTNERS, L.P.

16666 Northchase Drive



Houston, Texas 77060



Telephone: (281) 836-7895



Facsimile: (281) 836-8895



Attention: David S. Miller



Email: David.Miller@exterran.com



With a

copy to: Dave Edelmaier



Telephone: (281) 836-7106

Facsimile: (281) 836-8106

Email: Dave.Edelmaier@exterran.com




To the Issuer:



EXLP ABS 2009 LLC

16666 Northchase Drive

Houston, Texas 77060

Telephone: (281) 836-7895

Facsimile: (281) 836-8895

Attention: David S. Miller

Email: David.Miller@exterran.com



With a

copy to: Dave Edelmaier



Telephone: (281) 836-7106

Facsimile: (281) 836-8106

Email: Dave.Edelmaier@exterran.com




To the Lessor:



EXLP ABS Leasing 2009 LLC

16666 Northchase Drive

Houston, Texas 77060




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Telephone: (281) 836-7895

Facsimile: (281) 836-8895

Attention: David S. Miller

Email: David.Miller@exterran.com




With a

copy to: Dave Edelmaier



Telephone: (281) 836-7106

Facsimile: (281) 836-8106

Email: Dave.Edelmaier@exterran.com




To the Indenture Trustee:



Wells Fargo Bank, National Association

MAC N9311-161

Sixth Street and Marquette Avenue,

Minneapolis, Minnesota 55479,

Attention: Corporate Trust Services — Asset-Backed Administration

Telephone: (612) 667-8058

Facsimile: (612) 667-3464

Email: chad.d.schafer@wellsfargo.com



To the Noteholders, the Rating Agencies, if any, each Series Enhancer, if any, and the Deal Agent
at their respective addresses set forth in the related Supplement; and each Interest Rate Hedge
Provider at its address specified in the related Interest Rate Swap Agreement.



Notices shall be effective and deemed received (a) two days after being delivered to the courier
service, if sent by courier, (b) upon receipt of confirmation of transmission, if sent by telecopy
or e-mail, or (c) when delivered, if delivered by hand. Any party may alter the address to which
communications are to be sent by giving notice of such change of address in conformity with these
provisions for giving notice and by otherwise complying with any applicable terms of this
Indenture.




          Section 1208 Consent to Jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST THE
ISSUER OR THE LESSOR (HEREAFTER IN THIS SECTION, COLLECTIVELY, THE “CONSENTING PARTIES”),
ARISING OUT OF OR RELATING TO THIS INDENTURE OR ANY TRANSACTION CONTEMPLATED HEREBY, MAY BE INSTITUTED IN ANY
FEDERAL OR STATE COURT IN THE STATE OF NEW YORK AND EACH OF THE CONSENTING PARTIES HEREBY WAIVES
ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING, AND, SOLELY FOR THE PURPOSES OF ENFORCING THIS INDENTURE, EACH OF THE CONSENTING
PARTIES HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUCH
SUIT, ACTION OR PROCEEDING. EACH OF THE CONSENTING PARTIES HEREBY IRREVOCABLY APPOINTS AND
DESIGNATES CT




110









 




CORPORATION SYSTEM HAVING AN ADDRESS AT 111 EIGHTH AVENUE, NEW YORK, NEW YORK 10011,
ITS TRUE AND LAWFUL ATTORNEY-IN-FACT AND DULY AUTHORIZED AGENT FOR THE LIMITED PURPOSE OF ACCEPTING
SERVICE OF LEGAL PROCESS AND EACH OF THE CONSENTING PARTIES AGREES THAT SERVICE OF PROCESS UPON
SUCH PARTY SHALL CONSTITUTE PERSONAL SERVICE OF SUCH PROCESS ON SUCH PERSON. EACH OF THE
CONSENTING PARTIES SHALL MAINTAIN THE DESIGNATION AND APPOINTMENT OF SUCH AUTHORIZED AGENT UNTIL
ALL AMOUNTS PAYABLE UNDER THIS INDENTURE SHALL HAVE BEEN PAID IN FULL. IF SUCH AGENT SHALL CEASE
TO SO ACT FOR ANY OF THE CONSENTING PARTIES, SUCH PARTY SHALL IMMEDIATELY DESIGNATE AND APPOINT
ANOTHER SUCH AGENT SATISFACTORY TO THE INDENTURE TRUSTEE AND SHALL PROMPTLY DELIVER TO THE
INDENTURE TRUSTEE EVIDENCE IN WRITING OF SUCH OTHER AGENT’S ACCEPTANCE OF SUCH APPOINTMENT. EACH
OF THE CONSENTING PARTIES HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, FEDERAL EXPRESS
OR SIMILAR COURIER SERVICE AT THE ADDRESS AT WHICH NOTICES ARE TO BE GIVEN, IT BEING AGREED THAT
SERVICE IN SUCH MANNER SHALL CONSTITUTE VALID SERVICE UPON SUCH PARTY AND ITS SUCCESSORS AND
ASSIGNS IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING; PROVIDED, HOWEVER, THAT NOTHING IN THIS
SECTION SHALL AFFECT THE RIGHT OF ANY SUCH PARTY OR ITS SUCCESSORS AND ASSIGNS TO SERVICE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW.




          Section 1209 Headings. The headings herein are for purposes of reference only and
shall not otherwise affect the meaning or interpretation of any provision hereof.




          Section 1210 Schedules and Exhibits. The schedules and exhibits attached hereto and
referred to herein shall constitute a part of this Indenture and are incorporated into this
Indenture for all purposes.




          Section 1211 Governing Law. THIS INDENTURE SHALL BE CONSTRUED BY AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE
GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW,
THAT WOULD RESULT IN APPLICATION OF LAWS OTHER THAN NEW YORK, AND THE RIGHTS, OBLIGATIONS AND
REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.




          Section 1212 No Petition. The Indenture Trustee, on its own behalf, hereby covenants
and agrees, and each Noteholder by its acquisition of a Note shall be deemed to covenant and agree,
that it will not institute against the Issuer any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy
or similar law, at any time other than on a date which is at least one year and one day after the
last date on which any Note of any Series was Outstanding. The provisions of this Section 1211
shall survive the repayment of all Notes and any termination of this Indenture.






111









 








          Section 1213 Counterparts; Electronic Signatures. (i) This Indenture may be executed
in any number of counterparts, all of which shall constitute one and the same instrument, and any
party hereto may execute this Indenture by signing and delivering one or more counterparts. (ii)
Any signature required with respect to this Indenture may be provided via electronic mail or
facsimile, provided that any delivery by electronic mail shall be effective only if transmitted in
..pdf format, .tif format or other format in which the text is not readily modifiable by any
recipient thereof. A signature provided via electronic mail or facsimile shall be deemed to be the
same, and have the same legal effect, validity, and enforceability, as an original signature.




          Section 1214 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, AS AGAINST THE OTHER PARTY HERETO, ANY RIGHTS IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY
CIVIL ACTION OR PROCEEDING (WHETHER ARISING IN CONTRACT OR TORT OR OTHERWISE), INCLUDING ANY
COUNTERCLAIM, ARISING UNDER OR RELATING TO THIS INDENTURE OR ANY OTHER RELATED DOCUMENT, INCLUDING
IN RESPECT OF THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF OR THEREOF.




          Section 1215 Waiver of Immunity. To the extent that any party hereto or any of its
property is or becomes entitled at any time to any immunity on the grounds of sovereignty or
otherwise from any legal actions, suits or proceedings, from set-off or counterclaim, from the
jurisdiction or judgment of any competent court, from service of process, from execution of a
judgment, from attachment prior to judgment, from attachment in aid of execution, or from execution
prior to judgment, or other legal process in any jurisdiction, such party, for itself and its
successors and assigns and its property, does hereby irrevocably and unconditionally waive, and
agrees not to plead or claim, any such immunity with respect to its obligations, liabilities, or
any other matter under or arising out of or in connection with this Indenture, the other Related
Documents or the subject matter hereof or thereof, subject, in each case, to the provisions of the
Related Documents and mandatory requirements of Applicable Law.




          Section 1216 Judgment Currency. The parties hereto (A) acknowledge that the matters
contemplated by this Indenture are part of a financing transaction and (B) hereby agree that (i)
specification and payment of US Dollars is of the essence, (ii) US Dollars shall be the currency of
account in the case of all obligations under the Related Documents unless otherwise expressly
provided herein or therein, (iii) the payment obligations of the parties under the Related
Documents shall not be discharged by an amount paid in a currency or in a place other than that
specified with respect to such obligations, whether pursuant to a judgment or otherwise, except to
the extent actually received by the Person entitled thereto and converted into US Dollars by such Person (it being understood and agreed that, if any transaction party shall so
receive an amount in a currency other than US Dollars, it shall (A) if it is not the Person
entitled to receive payment, promptly return the same (in the currency in which received) to the
Person from whom it was received or (B) if it is the Person entitled to receive payment, either, in
its sole discretion, (x) promptly return the same (in the currency in which received) to the Person
from whom it was received or (y) subject to reasonable commercial practices, promptly cause the
conversion of the same into US Dollars, (iv) to the extent that the amount so paid on prompt
conversion to US Dollars under normal commercial practices does not yield the requisite amount




112









 




of US Dollars, the obligee of such payment shall have a separate cause of action against the party
obligated to make the relevant payment for the additional amount necessary to yield the amount due
and owing under the Related Documents, (v) if, for the purpose of obtaining a judgment in any court
with respect to any obligation under any of the Related Documents, it shall be necessary to convert
to any other currency any amount in US Dollars due thereunder and a change shall occur between the
rate of exchange applied in making such conversion and the rate of exchange prevailing on the date
of payment of such judgment, the obligor in respect of such obligation will pay such additional
amounts (if any) as may be necessary to insure that the amount paid on the date of payment is the
amount in such other currency which, when converted into US Dollars and transferred to New York
City, New York, in accordance with normal banking procedures, will result in realization of the
amount then due in US Dollars and (vi) any amount due under this paragraph shall be due as a
separate debt and shall not be affected by or merged into any judgment being obtained for any other
sum due under or in respect of the Related Documents. In no event, however, shall the respective
judgment debtor be required to pay a larger amount in such other currency, at the rate of exchange
in effect on the date of payment than the amount of US Dollars stated to be due under the
respective Related Document, so that in any event the obligations of the respective judgment debtor
under the Related Document will be effectively maintained as US Dollar obligations.




          Section 1217 [Reserved].




          Section 1218 Limitation on Payment. Any amounts payable by the Issuer hereunder are
contingent upon the availability of funds to make each payment in accordance with the provisions
hereof and, to the extent such funds are not available, shall not constitute a “Claim” (as defined
in Section 101(5) of the Bankruptcy Code) against the Issuer in any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings involving the Issuer.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK –

SIGNATURE PAGE FOLLOWS]




113









 





          IN WITNESS WHEREOF, the Issuer, the Lessor and the Indenture Trustee have caused this
Indenture to be duly executed and delivered by their respective officers duly authorized, all as of
the day and year first above written.




	 	 	 	 	 
	 	EXLP ABS 2009 LLC, a Delaware LLC

 	 
	 	By:  	/s/ David S. Miller
 	 
	 	Name:  	David S. Miller 	 
	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	 	EXLP ABS LEASING 2009 LLC, a Delaware LLC

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



Indenture





 









 





	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity, but
solely as Indenture Trustee

 	 
	 	By:  	/s/ Melissa Philibert
 	 
	 	Name:  	Melissa Philibert 	 
	 	Title:  	Vice President 	 
	 



Indenture





 











 





Exhibit A

to Indenture




FORM OF INVESTMENT LETTER




Wells Fargo Bank, National Association

as Indenture Trustee

Sixth Street and Marquette Avenue

MAC N9311 — 161

Minneapolis, MN 55479

Attention: Corporate Trust Services — Asset-Backed Administration




Ladies and Gentlemen:



We are delivering this letter in connection with the transfer of $                      of the Series
                     Secured Notes (the “Notes”) issued pursuant to the                      Supplement, dated as of
                    , between EXLP ABS 2009 LLC (the “Issuer”) and Wells Fargo Bank, National Association (the
“Indenture Trustee”) to the Indenture, dated as of October 13, 2009, between the Issuer and the
Indenture Trustee.  Capitalized terms used herein without definition shall have the meanings
assigned thereto in the Series                      Supplement.



We hereby confirm that:





               (i) we are an institutional accredited investor (an “Institutional Accredited
Investor”), within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act of 1933, as amended (the “Securities Act”);




               (ii) we are purchasing the Notes for our own account or for the account of one or more
other Institutional Accredited Investors;




               (iii) we are taking delivery of Notes in an amount of at least $250,000 for our own
account or for each separate account for which we are acting;




               (iv) we have such knowledge and experience in financial and business matters, we are
capable of evaluating the merits and risks of purchasing Notes and we, or the account for
which we are purchasing Notes, can bear the economic risks of investing in the Notes for an
indefinite period of time;




               (v) we are acquiring the Notes for investment and not with a view to any distribution
thereof in a transaction that would violate the Securities Act or the securities laws of any
state of the United States or any other applicable jurisdiction; provided that, the
disposition of our property and the property of any accounts for which we are acting as
fiduciary shall remain at all times within our control;




               (vi) we represent to the Initial Purchaser, the Manager, the Issuer and the Indenture
Trustee that either (1) we are not acquiring the Notes with the assets of an employee
benefit plan within the meaning of section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”) or a plan within the meaning of



Exhibit A-1









 







Section 4975 of the Internal Revenue Code of 1986 (“Code”); or (2) the acquisition and
holding of the Notes will not give rise to a nonexempt prohibited transaction under Section
406(a) of ERISA or Section 4975 of the Code; and




               (vii) we are not a Competitor of the Issuer, EXLP, Exterran or any Affiliate of such
parties and we understand that the Offered Notes are contractually restricted from being
transferred to any Competitors of such parties.



     We understand that the Notes are being offered in a transaction not involving any public
offering within the meaning of the Securities Act and that the Notes have not been registered under
the Securities Act, and we agree, on our own behalf and on behalf of each account for which we
acquire any Notes, that such Notes may be resold, pledged or transferred only (i) in a transaction
meeting the requirements of Rule 144A (“Rule 144A”) under the Securities Act, to a person that we
reasonably believe is a “qualified institutional buyer” (as defined in Rule 144A), that purchases
for  its own account (or for the account or accounts of a qualified institutional buyer) and to
whom notice is given that the resale, pledge or other transfer is being made in reliance on Rule
144A, or (ii) to a person that (A) is an Institutional Accredited Investor, is taking delivery of
such Notes in an amount of at least $250,000 and delivers a letter to you, in substantially the
form of this letter, or (B) is taking delivery of such Notes pursuant to a transaction that is
otherwise exempt from the registration requirements of the Securities Act, as confirmed in an
Opinion of Counsel addressed to the Indenture Trustee and the transferor of such Note (the
“Transferor”), which opinion and counsel must be satisfactory to the Indenture Trustee and the
Transferor.



     We understand that the Indenture Trustee and the Note Registrar will not be required to accept
for registration or transfer any Notes, except upon presentation of evidence satisfactory to the
Indenture Trustee that the foregoing restrictions on transfer have been complied with.  We further
understand that the Notes will bear a legend substantially to the following effect:



     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”).  THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT SUCH NOTE MAY BE
RESOLD, PLEDGED OR TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND (1)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A
PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR
ITS OWN ACCOUNT (OR FOR THE ACCOUNT OR ACCOUNTS OF A QUALIFIED INSTITUTIONAL BUYER) AND TO WHOM
NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT OR (3) TO A PERSON (A) THAT IS AN “INSTITUTIONAL ACCREDITED INVESTOR,” WITHIN THE
MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, IS TAKING
DELIVERY OF SUCH NOTE IN AN AMOUNT OF AT LEAST $250,000 AND DELIVERS A PURCHASER LETTER TO THE
INDENTURE TRUSTEE IN THE FORM ATTACHED TO THE SUPPLEMENTS OR (B) THAT IS TAKING DELIVERY



Exhibit A-2









 







OF SUCH NOTE PURSUANT TO A TRANSACTION THAT IS OTHERWISE EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, AS CONFIRMED IN AN OPINION OF COUNSEL ADDRESSED TO THE
INDENTURE TRUSTEE AND THE ISSUER, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE ISSUER AND THE
INDENTURE TRUSTEE.



     EACH PURCHASER OF A NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT TO THE INITIAL PURCHASER,
THE ISSUER, THE INDENTURE TRUSTEE AND THE MANAGER THAT EITHER (1) IT IS NOT ACQUIRING THE NOTE WITH
THE ASSETS OF A PLAN; OR (2) THE ACQUISITION AND HOLDING OF THE NOTE WILL NOT GIVE RISE TO A
NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406(a) OF ERISA OR SECTION 4975 OF THE CODE.



     THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THE NOTE MAY NOT BE RESOLD, PLEDGED OR
TRANSFERRED TO A COMPETITOR OF THE ISSUER, EXLP, EXTERRAN OR ANY AFFILIATE OF SUCH PARTIES EXCEPT
IN CERTAIN LIMITED CIRCUMSTANCES AS SET FORTH IN SECTION 205(i) OF THE INDENTURE.



     THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.



     We understand that this letter is required in connection with certain securities laws.  If
administrative or other proceedings are commenced in connection with which this letter is or would
be relevant, we irrevocably authorize you to produce this letter or a copy of this letter to any
interested party in such proceedings.



[SIGNATURES TO FOLLOW]




Exhibit A-3









 





     THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.



	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Name of Purchaser)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	Address:	 	 	 	 







Exhibit A-4









 








Exhibit B

to Indenture




FORM OF CONTROL AGREEMENT




SECURITIES ACCOUNT CONTROL AGREEMENT




     This Securities Account Control Agreement, dated as of October 13, 2009 (this
“Agreement”), by and among EXLP ABS 2009 LLC (the “Debtor”), Wells Fargo Bank,
National Association, as Indenture Trustee (in such capacity, together with its successors and
permitted assigns, the “Secured Party”), and Wells Fargo Bank, National Association as
securities intermediary (in such capacity, the “Securities Intermediary”), is entered into
pursuant to the provisions of Section 304 of the Indenture, dated as of October 13, 2009 (as
amended, modified or supplemented from time to time in accordance with its terms, the
“Indenture”), among the Secured Party, the Debtor, and EXLP ABS Leasing 2009 LLC.
Capitalized terms used herein but not otherwise defined shall have the meaning set forth in
Appendix A to the Indenture and the rules of construction set forth in such Appendix A shall apply
to this Agreement. All references herein to the “UCC” shall mean the Uniform Commercial
Code as in effect from time to time in the State of New York.



     Section 1. Establishment of Securities Accounts. The Securities Intermediary
hereby confirms and agrees that:



     (a) The Securities Intermediary has established three (3) accounts described below, each in
the name “Wells Fargo Bank, National Association, as Indenture Trustee” and maintained in
the State of Minnesota (each such account and any successor account, a “Securities
Account”). The Securities Intermediary shall not change the name or account number of any
Securities Account without the prior written consent of the Secured Party:




               (i) Trust Account, an account numbered 23733000;




               (ii) Purchase Account, an account numbered 23733001; and




               (iii) Series 2009-1 Series Account, an account numbered 23733002.



     (b) All securities or other property underlying any financial assets credited to each
Securities Account shall be registered in the name of the Securities Intermediary, endorsed to the
Securities Intermediary or in blank or credited to another securities account maintained in the
name of the Securities Intermediary and in no case will any financial asset credited to any
Securities Account be registered in the name of the Indenture Trustee, payable to the order of such
Indenture Trustee or specially endorsed to such Indenture Trustee except to the extent the
foregoing have been specially endorsed to the Securities Intermediary or in blank;



     (c) All property delivered to the Securities Intermediary shall be promptly credited to each
Securities Account; and



     (d) Each Securities Account is an account to which financial assets are or may be credited,
and the Securities Intermediary shall, subject to the terms of this Agreement, treat the Indenture
Trustee as entitled to exercise the rights that comprise any financial asset credited to the
account.



Exhibit B-1









 





     Section 2. “Financial Assets” Election. The Securities Intermediary hereby
agrees that each item of property (whether investment property, financial asset, security,
instrument or cash) credited to each Securities Account shall be treated as a “financial asset”
within the meaning of Section 8-102(a)(9) of the UCC.



     Section 3. Entitlement Orders. If at any time the Securities Intermediary
shall receive an “entitlement order” (within the meaning of Section 8-102(a)(8) of the UCC) from
the Secured Party directing transfer or redemption of any financial asset relating to any
Securities Account, the Securities Intermediary shall comply with such entitlement order without
further consent by the Debtor or any other person.



     Section 4. Subordination of Lien, Waiver of Set-Off. In the event that the
Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise
a security interest in any Securities Account or any security entitlement credited thereto, the
Securities Intermediary hereby agrees that such security interest shall be subordinate to the
security interest created by the Indenture and Section 9 hereof. The financial assets and
other items deposited to any Securities Account will not be subject to deduction, set-off, banker’s
lien, or any other right in favor of any person other than as created pursuant to the Indenture.



     Section 5. Conflict with Other Agreements.



     (a) In the event of any conflict between this Agreement (or any portion thereof) and any other
agreement now existing or hereafter entered into with respect to any Securities Account, the terms
of this Agreement shall prevail;



     (b) No amendment or modification of this Agreement or waiver of any right or obligation
hereunder shall be binding on any party hereto unless it is in writing, signed by all of the
parties hereto, and consented to in writing by the Secured Party (at the direction of the
Requisite Global Majority). In addition, the Debtor shall provide written notice of the terms of
any such amendment, modification or waiver contemplated pursuant to this Agreement to the Rating
Agencies (if any), at least five (5) Business Days prior to its effectiveness; and



     (c) The Securities Intermediary hereby confirms and agrees that:




	 	(i)	 	Except for the Indenture, there are no other agreements
entered into between the Securities Intermediary and the Debtor or any other
person with respect to any Securities Account;
	 
	 	(ii)	 	It has not entered into, and until the termination of this
Agreement will not enter into, any agreement with any other person relating to
any Securities Account and/or any financial asset credited thereto pursuant to
which it has agreed to comply with entitlement orders of such other person;
and
	 
	 	(iii)	 	It has not entered into, and until the termination of this
Agreement will not enter into, any agreement with the Debtor or the Secured
Party purporting to limit or condition the obligation of the Securities




Exhibit B-2









 






	 	 	 	Intermediary to comply with entitlement orders as set forth in Section
3 hereof.





     Section 6. Adverse Claims. Except for the claims and interest of the Secured
Party and of the Indenture Trustee in any Securities Account, the Securities Intermediary does not
know of any claim to, or interest in, any Securities Account or in any financial asset credited
thereto. If any person asserts any lien, encumbrance or adverse claim (including any writ,
garnishment, judgment, warrant of attachment, execution or similar process) against any Securities
Account or in any financial asset carried therein, the Securities Intermediary will promptly notify
the Debtor and the Secured Party thereof.



     Section 7. Maintenance of the Securities Accounts. In addition to, and not in
lieu of, the obligation of the Securities Intermediary to honor entitlement orders as agreed in
Section 3 hereof, the Securities Intermediary agrees to maintain each Securities Account as
follows:



     (a) Notice of Sole Control. If at any time the Secured Party delivers to the
Securities Intermediary a Notice of Sole Control in substantially the form set forth in Exhibit
“A” hereto, the Securities Intermediary agrees that after receipt of such notice, it will take
all instruction with respect to such Securities Account solely from the Secured Party without
further consent by the Debtor or any other person.



     (b) Eligible Investments. Until such time as the Securities Intermediary receives a
Notice of Sole Control signed by the Secured Party, the Securities Intermediary shall make all
investments in accordance with the instructions of EXLP.



     (c) Statements and Confirmations. The Securities Intermediary will promptly send
copies of all statements, confirmations and other correspondence concerning such Securities Account
and/or any financial assets credited thereto simultaneously to the Debtor and the Secured Party at
the addresses referenced in Section 11 of this Agreement.



     (d) Tax Reporting. All items of income, gain, expense and loss recognized in such
Securities Account shall be reported to the Internal Revenue Service and all state and local taxing
authorities under the name and taxpayer identification number of the Debtor and/or that of its
single owner for U.S. federal income tax purposes, Exterran Partners, L.P..



     Section 8. Representations, Warranties and Covenants of the Securities
Intermediary. The Securities Intermediary hereby makes the following representations,
warranties and covenants:



     (a) Each Securities Account has been established as set forth in Section 1 above and
such Securities Account will be maintained in the manner set forth herein until termination of this
Agreement;



     (b) Each Securities Account constitutes a “securities account” within the meaning of Section
8-501(a) of the UCC;



     (c) The Securities Intermediary shall not change the name or the account number of any
Securities Account without the prior written consent of the Secured Party;



Exhibit B-3









 





     (d) No financial asset is or will be registered in the name of the Debtor, payable to the
Debtor’s order, or specifically endorsed to the Debtor, except to the extent such financial asset
has been endorsed to the Securities Intermediary or in blank;



     (e) This Agreement is the valid and legally binding obligation of the Securities Intermediary;
and



     (f) The Securities Intermediary has not entered into, and until the termination of this
Agreement will not enter into, any agreement with any other person relating to any Securities
Account and/or any financial asset credited thereto pursuant to which the Securities Intermediary
has agreed to comply with entitlement orders of such person. The Securities Intermediary has not
entered into any other agreement with the Debtor or the Secured Party purporting to limit or
condition the obligation of the Securities Intermediary to comply with entitlement orders as set
forth in Section 3 hereof.



     Section 9. Granting Clause. As security for all amounts owed under the
Indenture, the Debtor hereby pledges, assigns and conveys to the Secured Party, all of its right,
title and interest in and to each Securities Account and all securities, cash, investments or other
financial assets now or hereafter credited thereto.



     Section 10. Successors; Assignment. The terms of this Agreement shall be
binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate
successors or heirs and personal representatives who obtain such rights solely by operation of law.
The Secured Party may assign its rights hereunder only with the express written consent of the
Securities Intermediary and by sending written notice of such assignment to the Debtor.



     Section 11. Notices. All demands, notices and communications hereunder shall
be made in writing, personally delivered, by e-mail or by facsimile, or sent by internationally
recognized overnight courier service, to the following addresses and facsimile numbers:



     To the Issuer:



	 	 	 	 	 
	 	 	EXLP ABS 2009 LLC
	 	 	16666 Northchase Drive
	 	 	Houston, Texas 77060
	 

	 	Telephone:
	 	(281) 836-7895
	 

	 	Facsimile:
	 	(281) 836-8895
	 

	 	Attention:
	 	David S. Miller
	 

	 	Email
	 	David.Miller@exterran.com
	 
	 	 	 	 
	 

	 	With a	 	 
	 

	 	copy to:
	 	Dave Edelmaier
	 

	 	 	 	Telephone: (281) 836-7106
	 

	 	 	 	Facsimile: (281) 836-8106
	 

	 	 	 	Email: Dave.Edelmaier@exterran.com
	 
	 	 	 	 






Exhibit B-4









 






To the Secured Party:




Wells Fargo Bank, National Association

MAC N9311-161

Sixth Street and Marquette Avenue

Minneapolis, MN 55479

Telephone: (612) 667-8058

Facsimile: (612) 667-3464

Attention: Corporate Trust Services — Asset-Backed Administration




To the Securities Intermediary:




Wells Fargo Bank, National Association

MAC N9311-161

Sixth Street and Marquette Avenue

Minneapolis, MN 55479

Telephone: (612) 667-8058

Facsimile: (612) 667-3464

Attention: Corporate Trust Services — Asset-Backed Administration




     Notice shall be effective and deemed received (a) two days after being delivered to the
courier service, if sent by courier, (b) upon receipt of confirmation of transmission, if sent by
telecopy or e-mail, or (c) when delivered, if delivered by hand. Any party may alter the address
to which communications are to be sent by giving notice of such change of address in conformity
with these provisions for giving notice and by otherwise complying with any applicable terms of
this Agreement.



     Section 12. Termination. The rights and powers granted herein to the Secured
Party, granted in order to perfect its security interest in each Securities Account, are powers
coupled with interest and will neither be affected by the bankruptcy of the Debtor nor by the lapse
of time. The obligations of the Securities Intermediary hereunder shall continue in effect until
the security interests of the Secured Party in each Securities Account have been terminated
pursuant to the terms of this Agreement and the Secured Party has notified the Securities
Intermediary of such termination in writing. The Secured Party agrees to provide Notice of
Termination in substantially the form of Exhibit “B” hereto to the Securities Intermediary
upon the request of the Debtor on or after the termination of the Secured Party’s security interest
in each Securities Account pursuant to the terms of this Agreement and the Indenture.



     Section 13. Counterparts; Electronic Mail. (i) This Agreement may be executed
in any number of counterparts, all of which shall constitute one and the same instrument, and any
party hereto may execute this Agreement by signing and delivering one or more counterparts. (ii)
Any signature required with respect to this Agreement may be provided via electronic mail or
facsimile, provided that any delivery by electronic mail shall be effective only if transmitted in
..pdf format, .tif format or other format in which the text is not readily modifiable by any
recipient thereof.. A signature provided via electronic mail or facsimile shall be deemed to be
the same, and have the same legal effect, validity, and enforceability, as an original signature.



Exhibit B-5









 





     Section 14 GOVERNING LAW. THIS AGREEMENT AND EACH SECURITIES ACCOUNT (AS
WELL AS ALL SECURITIES ENTITLEMENTS RELATING THERETO) SHALL BE CONSTRUED BY AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE
GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW,
THAT WOULD RESULT IN APPLICATION OF LAWS OTHER THAN NEW YORK, AND THE RIGHTS, OBLIGATIONS AND
REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK. REGARDLESS OF ANY PROVISION IN ANY OTHER AGREEMENT, FOR THE PURPOSES OF THE UCC, THE STATE OF
NEW YORK SHALL BE DEEMED TO BE THE SECURITIES INTERMEDIARY’S JURISDICTION.



     Section 15. No Petition. The Secured Party, on its own behalf and not in its
capacity as Indenture Trustee or Secured Party, hereby covenants and agrees that it will not
institute against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any Insolvency Law or any other federal or state bankruptcy
or similar law, at any time other than on a date which is at least one year and one day after the
last date on which any Series of Notes are Outstanding. The provisions of this Section 15 shall
survive the repayment of all Notes and any termination of this Agreement.



     Section 16. Limitation on Payment. Any amounts payable by the Debtor
hereunder shall be paid in accordance with the provisions hereof and shall not constitute a “Claim”
(as defined in Section 101(5) of the Bankruptcy Code) against the Debtor in any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings involving the Debtor in the
event that such amounts are not paid in accordance with this Agreement.



REMAINDER OF PAGE INTENTIONALLY LEFT BLANK -

SIGNATURE PAGE FOLLOWS




Exhibit B-6









 





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.



     DEBTOR:



	 	 	 	 	 
	 	EXLP ABS 2009 LLC, a Delaware LLC

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



Exhibit B to Indenture





 









 





	 	 	 	 	 	 	 
	SECURED PARTY:
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	SECURITIES INTERMEDIARY:
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Exhibit B to Indenture





 









 








Exhibit ”A” to Form of Control Agreement




[Letterhead of Wells Fargo Bank, National Association]




[Date]




          Re: Notice of Sole Control




     Ladies and Gentlemen:



     As referenced in the Securities Account Control Agreement, dated as of October 13, 2009 (the
“Agreement”), among EXLP ABS 2009 LLC (the “Debtor”), Wells Fargo Bank, National
Association (the “Secured Party” or “we” or “us” or “our”) and
Wells Fargo Bank, National Association (the “Securities Intermediary” or “you” or
“your”) (a copy of which is attached), we hereby give you notice of our sole control over
the securities accounts described below in the name “Wells Fargo Bank, National Association, as
Indenture Trustee” (each of such accounts and any successor accounts, a “Securities
Account”) and all financial assets credited thereto:




               (i) Trust Account, an account numbered 23733000;




               (ii) Purchase Account, an account numbered 23733001; and




               (iii) Series 2009-1 Series Account, an account numbered 23733002.



     You are hereby instructed not to accept any direction, instructions or entitlement orders with
respect to any Securities Account or the financial assets credited thereto from any person other
than the undersigned, unless otherwise ordered by a court of competent jurisdiction.



     You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Indenture Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Exhibit B to Indenture





 









 








Exhibit ”B” to Form of Control Agreement




[Letterhead of Wells Fargo Bank, National Association]




[Date]




          Re: Termination of Control Agreement




     You are hereby notified that the Securities Account Control Agreement, dated as of October 13,
2009 (the “Agreement”), among EXLP ABS 2009 LLC (the “Debtor”), Wells Fargo Bank,
National Association (the “Secured Party” or “we” or “us” or “our”)
and Wells Fargo Bank, National Association (the “Securities Intermediary” or “you”
or “your”) (a copy of which is attached) is terminated and you have no further obligations
to the undersigned pursuant to such Agreement. Notwithstanding any previous instructions to you,
you are hereby instructed to accept all future directions with respect to the following Securities
Account from the Debtor:




               (i) Trust Account, an account numbered 23733000;




               (ii) Purchase Account, an account numbered 23733001; and




               (iii) Series 2009-1 Series Account, an account numbered 23733002.




     This notice terminates any obligations you may have to the undersigned with respect to such
account. However, nothing contained in this notice shall alter any obligations that you may
otherwise owe to the Debtor pursuant to any other agreement.



     You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 







 









 








Exhibit C




OFFICER’S CERTIFICATE

pursuant to Section 404 of the Indenture




     EXTERRAN PARTNERS, L.P., as Manager (the “Manager”), and EXLP ABS 2009 LLC, as Issuer
(the “Issuer”), each hereby certifies to Wells Fargo Bank, National Association, as
Indenture Trustee (the “Indenture Trustee”), pursuant to Section 404 of the Indenture,
dated as of October 13, 2009 (the “Indenture”), between the Indenture Trustee and the
Issuer, the following:  (i) the release complies with the requirements of Section 404 of the
Indenture in order to release the security interest on the Owner Compressors and the Compressor
Related Assets described in the Compressor Transfer Certificate attached hereto and incorporated
herein by reference for all purposes, and (ii) such release complies with all the provisions of the
Indenture and the Related Documents.



Exhibit C-1









 





     Executed effective as of                                         , 20    .



	 	 	 	 	 	 	 
	 	 	EXTERRAN PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	By: EXTERRAN GENERAL PARTNER, L.P., its general partner	 	 
	 
	 	 	 	 	 	 
	 	 	By: EXTERRAN GP, LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	EXLP ABS 2009 LLC, a Delaware LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Exhibit C to Indenture




 









 








Exhibit D




FORM OF SUBORDINATED INTERCOMPANY NOTE




                                        , 20___




     FOR VALUE RECEIVED, the undersigned, EXLP ABS LEASING 2009 LLC, a limited liability company
organized and existing under the laws of the State of Delaware (the “Company”), promises to pay to
EXLP ABS 2009 LLC, a limited liability company organized and existing under the laws of the State
of Delaware (“Payee” and together with its successors and assigns, the “Holder”), on the terms and
subject to the conditions set forth in this promissory note (this “Subordinated Note”) the amount
of funds advanced hereunder and outstanding from time to time, but in no event in excess of the
Maximum Amount, plus interest thereon at the rate of seven percent (7%) per annum (the “Interest
Rate”). Such amount, as shown in the records of Payee, will be rebuttable presumptive evidence of
the principal amount and interest owing under this Subordinated Note.



          (1) Revolving Note. This is a revolving note and the Company may, subject to the
terms and limits hereof (including the Subordination Provisions), borrow, repay and reborrow
hereunder.




          (2) Rules of Construction; Definitions. Except as otherwise specifically provided
herein, capitalized terms defined in the Indenture (or by reference in the Indenture) used but not
defined herein have the meanings ascribed to them in (or by reference in) the Indenture. In
addition, as used herein, the following terms have the following meanings:





     “Bankruptcy Proceedings” means any dissolution, winding up, liquidation,
readjustment, reorganization or other similar event relating to the Company, whether
voluntary or involuntary, partial or complete, and whether in bankruptcy,
insolvency, receivership or other similar proceedings, or upon an assignment for the
benefit of creditors, or any other marshalling of the assets and liabilities of the
Company or any sale of all or substantially all of the assets of the Company as part
of such proceedings.




     “Highest Lawful Rate” has the meaning set forth in paragraph 10.




     “Indenture” means that certain Indenture, dated October 13, 2009, by and among
the Indenture Trustee, the Payee, and the Company.




     “Indenture Trustee” means Wells Fargo Bank, National Association.




     “Junior Liabilities” means all obligations of the Company to the Holder under
this Subordinated Note.




     “Maximum Amount” means 150% of the net book value of the assets of the Company,
but in no event an amount that, after giving effect to any advance of funds
hereunder, would cause the Company to be “insolvent” under any applicable Insolvency
Law.



Exhibit D-1









 






     “Senior Interests” means all obligations of the Company to the Indenture
Trustee, the Noteholders, each Series Enhancer and the other persons entitled to
receive funds pursuant to the Indenture under, or in connection with, the Indenture
and the other Related Documents, whether direct or indirect, absolute or contingent,
now or hereafter existing, or due or to become due, including without limitation
interest or other amounts due or to become due after the commencement of a
Bankruptcy Proceeding.




     “Subordination Provisions” means, collectively, the provisions of paragraph 8.



          (3) Interest. Subject to the Subordination Provisions, the Company promises to pay
interest on the aggregate unpaid principal amount of this Subordinated Note outstanding on each day
as provided above, at the Interest Rate, on the dates referred to in paragraph 4(a).




          (4) Interest Payment Dates. (a) Subject to the Subordination Provisions, the Company
shall pay accrued interest on this Subordinated Note on each Payment Date. The Company also shall
pay accrued interest on the principal amount of each prepayment hereof on the date of such
prepayment.





     (b) Notwithstanding the provisions of paragraph 4(a), in the event that on the
date an interest payment is due hereunder the amount of funds available to the
Company is insufficient to pay any amount due pursuant to paragraph 4(a), then
interest shall be payable only to the extent that funds are available to the
Company, and any amount not paid because funds are not available to the Company
shall not constitute a claim (as defined in §101 of the Bankruptcy Code) against or
corporate obligation of the Company for any such insufficiency. All interest on this
Subordinated Note that is not paid when due pursuant to this paragraph shall be
payable on the next date on which an interest payment on this Subordinated Note is
due and on which funds are available to the Company, and all such unpaid interest
shall accrue interest at the Interest Rate until paid in full.




     (c) Notwithstanding the provisions of paragraphs 4(a) and 4(b), at the option
of the Company (which option may be exercised in its sole discretion), but in all
events subject to the Subordination Provisions, the payment of interest may be
deferred until that time during the liquidation and winding up of the Company that
is immediately prior to the time when distributions are made in respect of the
common membership interests (or other common equity interests) in the Company.



          (5) Basis of Computation. Interest accrued hereunder shall be computed for the actual
number of days elapsed on the basis of a 360-day year.




          (6) Principal Payment Dates. Subject to the Subordination Provisions, any unpaid
principal of this Subordinated Note shall only become due and payable on the date which is one year
and one day after the date on which all Notes and other amounts then due and owing by the Company
under the Related Documents have been paid in full. Subject to the



Exhibit D-2









 







Subordination Provisions, the principal amount of and accrued interest on this Subordinated
Note may be prepaid on any Business Day without premium or penalty to the extent funds are
available therefor, provided, that no prepayment shall be made by the Company to the extent that
such prepayment would result in a default in the payment of any other amount required to be paid by
the Company under any Related Document; and provided further, that at the option of the Company
(which option may be exercised in its sole discretion, but in all events subject to the
Subordination Provisions), the payment of principal may be deferred until that time during the
liquidation and winding up of the Company that is immediately prior to the time when distributions
are made in respect of the common membership interests (or other common equity interests) in the
Company.



          (7) Defaults. The Company will be in default hereunder, and the Holder will be
entitled, upon written notice to the Company, to accelerate (with the consent of the Indenture
Trustee) all unpaid amounts hereunder if:





     (a) the Company fails to pay interest or principal hereunder and such failure
continues for five (5) days after notice thereof is received by the Company;




     (b) the Company becomes a debtor in a case filed under the United States
Bankruptcy Code, or is placed in receivership;




     (c) the Company liquidates without paying all such amounts referred to in
clause (a) above; or




     (d) any Event of Default exists under the Indenture.



     Prepayment of this Note as a result of such acceleration is, however, subject in all respects
to the requirements of Section 6 hereof and to the Subordination Provisions set forth in Section 8
hereof.



          (8) Subordination Provisions. The Company covenants and agrees, and the Holder, by
its acceptance of this Subordinated Note, likewise covenants and agrees, that the payment of all
Junior Liabilities is hereby expressly subordinated in right of payment to the payment and
performance of the Senior Interests to the extent and in the manner set forth in this paragraph 8:





     (a) In the event of any Bankruptcy Proceeding, the Senior Interests shall first
be paid and performed in full and in cash before the Holder shall be entitled to
receive and to retain any payment or distribution in respect of the Junior
Liabilities. In order to implement the foregoing: (i) all payments and
distributions of any kind or character in respect of the Junior Liabilities to which
the Holder would be entitled except for this clause (a) shall be made directly to
the Indenture Trustee (for the benefit of itself and the other Persons provided in
the Indenture), and (ii) if a Bankruptcy Proceeding has been commenced, the Holder
shall promptly file a claim or claims, in the form required in such Bankruptcy
Proceeding, for the full outstanding amount of the Junior Liabilities, and shall use
commercially reasonable efforts to cause said claim or claims to be approved and all
payments and other distributions in respect thereof to be made



Exhibit D-3









 







directly to the Indenture Trustee (for the benefit of itself and the other
Persons provided in the Indenture) but only until the Senior Interests shall have
been paid and performed in full and in cash.




     (b) In the event that the Holder receives any payment or other distribution of
any kind or character from the Company or from any other source whatsoever, in
payment of the Junior Liabilities, after the commencement of any Bankruptcy
Proceeding, such payment or other distribution shall be received in trust for the
Indenture Trustee and the other Persons provided in the Indenture and shall be
turned over by the Holder to the Indenture Trustee forthwith but only until the
Senior Interests shall have been paid and performed in full and in cash.




     (c) Upon the final indefeasible payment in full and in cash of all Senior
Interests, the Holder shall be subrogated to the rights of the Indenture Trustee and
the other Persons provided in the Indenture to receive payments or distributions
from the Company that are applicable to the Senior Interests until the Junior
Liabilities are paid in full.




     (d) These Subordination Provisions are intended solely for the purpose of
defining the relative rights of the Holder, on the one hand, and the Indenture
Trustee and the other Persons provided in the Indenture, on the other hand. Nothing
contained in these Subordination Provisions or elsewhere in this Subordinated Note
is intended to or shall impair, as between the Company, its creditors (other than
the Indenture Trustee and the other Persons provided in the Indenture) and the
Holder, the Company’s obligation, which is unconditional and absolute, to pay the
Junior Liabilities as and when the same shall become due and payable in accordance
with the terms hereof and of the Agreement or to affect the relative rights of the
Holder and creditors of the Company (other than the Indenture Trustee and the other
Persons provided in the Indenture).




     (e) The Holder shall not, until the Senior Interests have been finally paid and
performed in full and in cash, (i) cancel, waive, forgive, transfer or assign, or
commence legal proceedings to enforce or collect, or subordinate to any obligation
of the Company (other than to the Senior Interests), howsoever created, arising or
evidenced, whether direct or indirect, absolute or contingent, or now or hereafter
existing, or due or to become due, the Junior Liabilities or any rights in respect
hereof or (ii) convert the Junior Liabilities into an equity interest in the
Company, unless, in the case of each of clauses (i) and (ii), the Holder shall have
received the prior written consent of the Indenture Trustee and the Deal Agent.




     (f) The Holder shall not commence, or join with any other Person in commencing,
any proceeding of the type referred to in the definition of Bankruptcy Proceeding
with respect to the Company until at least one year and one day shall have passed
after the Senior Interests shall have been finally paid and performed in full and in
cash; provided, however, that the Holder shall at all times have the right to file
any claim in or otherwise take any action with respect to any proceeding of the type
referred to in the definition of Bankruptcy



Exhibit D-4









 







Proceeding instituted against the Company by any Person other than the Holder
(provided that no such action may be taken by the Holder until such proceeding has
continued undismissed, unstayed and in effect for a period of 14 days).




     (g) If, at any time, any payment (in whole or in part) made with respect to any
Note is rescinded or must be restored or returned by a Noteholder or another person
who receives a payment from the Indenture Trustee (whether in connection with any
Bankruptcy Proceedings or otherwise), these Subordination Provisions shall continue
to be effective or shall be reinstated, as the case may be, as though such payment
had not been made.




     (h) Each of the Indenture Trustee and the Deal Agent may, from time to time, in
its sole discretion, in accordance with the terms of the Indenture or the Related
Documents, without notice to the Holder, and without waiving any of its rights under
these Subordination Provisions, take any or all of the following actions: (i) retain
or obtain an interest in any property to secure any of the Senior Interests, (ii)
retain or obtain the primary or secondary obligations of any other obligor or
obligors with respect to any of the Senior Interests, (iii) extend or renew for one
or more periods (whether or not longer than the original period), alter, increase or
exchange any of the Senior Interests, or release or compromise any obligation of any
nature with respect to any of the Senior Interests, (iv) amend, supplement, amend
and restate, or otherwise modify any Related Document to which it is a party, (v)
call, prepay or otherwise modify any or all of the Notes, (vi) release its security
interest in, or surrender, release or permit any substitution or exchange for all or
any part of any rights or property securing any of the Senior Interests, or extend
or renew for one or more periods (whether or not longer than the original period),
or release, compromise, alter or exchange any obligations of any nature of any
obligor with respect to any such rights or property and (vii) take any other action
contemplated by the Related Documents.




     (i) The Holder hereby waives: (i) notice of acceptance of these Subordination
Provisions by the Indenture Trustee or any of the other Persons provided in the
Indenture, (ii) notice of the existence, creation, non-payment or non-performance of
all or any of the Senior Interests, and (iii) all diligence in enforcement,
collection or protection of, or realization upon, the Senior Interests, or any
thereof, or any security therefor.




     (j) These Subordination Provisions constitute a continuing offer from the
Company to all Persons who become the holders of, or who continue to hold, Senior
Interests, and these Subordination Provisions are made for the benefit of the
Indenture Trustee and the other Persons provided in the Indenture, and the Indenture
Trustee may proceed to enforce such provisions on behalf of each of such Persons.



          (9) General. No failure or delay on the part of the Holder in exercising any power or
right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any
such power or right preclude any other or further exercise thereof or the exercise of any



Exhibit D-5









 







other power or right. No amendment, modification or waiver of, or consent with respect to, any
provision of this Subordinated Note shall in any event be effective unless (a) the same shall be in
writing and signed and delivered by the Company and the Payee, and (b) all consents required for
such actions under the Related Documents shall have been given by the appropriate Persons.



          (10) Limitation on Interest. Notwithstanding anything in this Subordinated Note to
the contrary, the Company shall never be required to pay unearned interest on any amount
outstanding hereunder, and shall never be required to pay interest on the principal amount
outstanding hereunder, at a rate in excess of the maximum nonusurious interest rate that may be
contracted for, charged or received under applicable federal or state law (such maximum rate being
herein called the “Highest Lawful Rate”). If the effective rate of interest that would otherwise
be payable under this Subordinated Note would exceed the Highest Lawful Rate, or the Holder shall
receive any unearned interest or shall receive monies that are deemed to constitute interest that
would increase the effective rate of interest payable by the Company under this Subordinated Note
to a rate in excess of the Highest Lawful Rate, then (a) the amount of interest that would
otherwise be payable by the Company under this Subordinated Note shall be reduced to the amount
allowed by applicable law, and (b) any unearned interest paid by the Company or any interest paid
by the Company in excess of the Highest Lawful Rate shall be refunded to the Company. Without
limitation of the foregoing, all calculations of the rate of interest contracted for, charged or
received by the Holder under this Subordinated Note that are made for the purpose of determining
whether such rate exceeds the Highest Lawful Rate shall be made, to the extent permitted by
applicable usury laws (now or hereafter enacted), by amortizing, prorating and spreading in equal
parts during the actual period during which any amount has been outstanding hereunder all interest
at any time contracted for, charged or received by the Holder in connection herewith. If at any
time and from time to time (i) the amount of interest payable to the Holder on any date shall be
computed at the Highest Lawful Rate pursuant to the provisions of this paragraph, and (ii) in
respect of any subsequent interest computation period the amount of interest otherwise payable to
the Holder would be less than the amount of interest payable to the Holder computed at the Highest
Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent
interest computation period shall continue to be computed at the Highest Lawful Rate until the
total amount of interest payable to the Holder shall equal the total amount of interest that would
have been payable to the Holder if the total amount of interest had been computed without giving
effect to the provisions of this paragraph.




          (11) No Negotiation. (a) This Subordinated Note is not negotiable and may not be
transferred to any Person, except to the Indenture Trustee under the Indenture, or by the Indenture
Trustee in connection with a foreclosure of any lien it has hereon and in accordance with the
following subsection (b).




          (b) The Payee acknowledges and agrees that this Subordinated Note was issued in a transaction
that was not required to be registered under the Securities Act. Any transfer or assignment of the
Subordinated Note shall be subject to the same conditions as a transfer or assignment of a Note
pursuant to Section 205(h) of the Indenture. The Holder hereby represents and covenants that
throughout the period during which the Holder holds an interest in a Subordinated Note, either: (i)
such Holder is not a partnership, grantor trust or S corporation for United States federal income
tax purposes; or (ii) such Holder is a partnership, grantor trust



Exhibit D-6









 






or S corporation for United States federal income tax purposes, and with regard to each
beneficial owner of such Holder, the principal purposes for the establishment or use of such Holder
to hold this Subordinated Note do not include avoidance of the limitations set forth in this
subsection.




          (12) Netting. Subject to the Subordination Provisions, the Company may net, against
any of its payment obligations hereunder, any right of payment from the Holder under any contract
between the Company and the Holder, to the extent that such amounts are due and payable on the same
date.




          13. Governing Law. THIS SUBORDINATED NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES.




          (13) No Grant of Security Interest. The Payee may not grant a security interest in or
otherwise pledge this Subordinated Note as security to any Person, other than the Indenture
Trustee.




          (14) Captions. Paragraph captions used in this Subordinated Note are provided solely
for convenience of reference and shall not affect the meaning or interpretation of any provision of
this Subordinated Note.




	 	 	 	 	 
	 	EXLP ABS LEASING 2009 LLC

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




Exhibit D-7









 








Appendix A To Indenture




DEFINED TERMS




Part I. Rules of Usage and Definitions





     The following rules of usage shall apply to this Appendix A and the Related Documents (and
each appendix, schedule, exhibit and annex to the foregoing) unless otherwise required by the
context or unless otherwise defined therein:



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



     (b) 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 the Indenture.



     (c) Except as otherwise expressly provided, references in any document 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 such document.



     (d) The headings, subheadings and table of contents used in any document are solely for
convenience or reference and shall not constitute a part of any such document nor shall they affect
the meaning, construction or effect of any provision thereof.



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



     (f) 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 and of any other Related Documents applicable thereto.



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



     (h)  When used in any document, words such as “hereunder,” “hereto,” “hereof’ and “herein” and
other words of like import shall, unless the context clearly indicates to the contrary, refer to
the whole of the applicable document (including this Appendix A to the extent incorporated or
referred to therein (whether or not actually attached thereto)) and not to any particular article,
section, subsection, paragraph or clause thereof.



     (i) 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 an enumeration of specific
matters, to matters similar to those specifically mentioned.



Appendix A-1









 





     (j) For the avoidance of any doubt, with respect to any defined term included in Section 12 of
the Management Agreement which is defined by reference to the Senior Secured Credit Agreement, any
additional defined terms used within such definition shall have the meaning set forth in the Senior
Secured Credit Agreement.



     (k) All terms used in the UCC in effect in the State of New York and not specifically defined
in the Related Documents are used therein as defined in the UCC; provided, however, that references
in the Related Documents 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.



     (l) 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.”



     (m) For any calculation respecting the Aggregate Depreciated Value of Owner Compressors or the
Net Revenue from User Contracts, (i) no Owner Compressor or its Depreciated Value, and (ii) no User
Contract or the Net Revenue therefrom, shall be excluded from such calculation more than once even
if such Owner Compressor or its Depreciated Value, or the User Contract or the Net Revenue
therefrom, is excludable under such calculation under more than one criterion.



Appendix A-2









 





Part II. Defined Terms




     ABS Lockbox Account: The separate bank account established pursuant to Section 401(d) of the
Indenture or Item 9 in Exhibit B to the Back-up Management Agreement and maintained for the benefit
of the Noteholders, each Interest Rate Hedge Provider and each Series Enhancer.



     Account Debtor: Any “account debtor” as defined in the UCC, including, without limitation,
any Person obligated to make payments pursuant to any User Contract.



     Accounts: Any “account,” as such term is defined in Section 9-102(a)(2) of the UCC.



     Act: Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by the Indenture or any Supplement to be given or taken by Noteholders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders
in person or by agents duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are delivered to
the Indenture Trustee, with a copy (or if expressly required, an original) to the Issuer and the
Manager. Such instrument or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “Act” of the Noteholders signing such instrument or
instruments.



     Additional Compressor: Each Compressor acquired by the Issuer with Compressor Reinvestment
Sales Proceeds, that, on the Purchase Date on which such Compressor is acquired by the Issuer,
complies with the Purchase Criteria .



     Additional Compressor Criteria: With respect to each purchase of one or more Compressor(s) by
the Issuer with the proceeds of amounts on deposit in the Purchase Account from time to time, all
of the following as of the Purchase Date thereof:




	 	(1)	 	the Additional Compressor has a Depreciated Value (or, if more than one
Additional Compressor is proposed to be acquired on such date, all Additional
Compressors proposed to be acquired in connection with such purchase, have an aggregate
Depreciated Value) that is not less than the Depreciated Value of the Owner Compressor
being replaced (or, if more than one Owner Compressor is being replaced in connection
with such purchase, the aggregate Depreciated Value of all Owner Compressors being
replaced in connection with such purchase);
	 
	 	(2)	 	after giving effect to the acquisition of such Additional Compressors, the
Weighted Average Age of all Eligible Compressors (including the Additional Compressors)
constituting the Owner Compressors does not exceed by more than five percent (5%) the
Weighted Average Age of all Eligible Compressors constituting the Owner Compressors on
the Closing Date, as adjusted for the increase to the Weighted Average Age resulting
from aging during the period commencing on the Closing Date to the proposed Purchase
Date for such Additional Compressor(s);




Appendix A-3









 






	 	(3)	 	the monthly contract rate (net of current monthly expenses) for the Additional
Compressor or the User Contract for which the Additional Compressor will be used to
provide contract compression services (or, if more than one Additional Compressor is
proposed to be acquired on such date, the aggregate monthly contract rate (net of
aggregate current monthly expenses) for all such Additional Compressors or all such
User Contracts to which the Additional Compressors relate) is not less than the monthly
contract rate (net of current monthly expenses) of the Owner Compressor being replaced
or the User Contract for which such Owner Compressor is being used to provide contract
compression services (or, if more than one Additional Compressor is proposed to be
replaced on such date, the aggregate monthly contract rate (net of aggregate current
monthly expenses) for all such Owner Compressors being replaced or all such User
Contracts to which the Owner Compressors relate);
	 
	 	(4)	 	the Excess H/P Concentration Amount and the Excess Customer Concentration
Amount, calculated after giving effect to the purchase of such Additional
Compressor(s), will not exceed the corresponding amounts calculated immediately prior
to such purchase; and
	 
	 	(5)	 	each such Additional Compressor qualifies as an Eligible Compressor and, if
such Additional Compressor is subject to a Contract on the proposed Purchase Date, such
Contract qualifies as an Eligible Contract.





     Additional Insured: Has the meaning set forth in Section 5.7(b) of the Management Agreement.



     Adjusted Eurodollar Rate: With respect to any Series of Notes then Outstanding on any day
during an Interest Accrual Period, the interest rate per annum set forth in the related Supplement.



     Advance Rate: Seventy-five percent (75%).



     Affiliate: With respect to any Person, any other Person directly or indirectly controlling,
controlled by or under direct or indirect common control with such specified Person. For the
purposes of this definition, “control”, when used with respect to any specified Person, means the
power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.



     Aggregate Appraised Value: As of any date of determination, the sum of the Appraised Values
of all Owner Compressors that are then classified as Eligible Compressors.



     Aggregate Cure Limitation: As of any date of determination with respect to any Owner
Compressor to be sold by the Issuer or to be replaced with a Substitute Compressor, the aggregate
maximum number of individual Owner Compressors as to which a cure of a default under Section 643,
645 or 647 of the Indenture may be effected, which maximum number shall be deemed to be exceeded if
either:



Appendix A-4









 





     (i) the total number of violations in which Owner Compressors (including such Owner
Compressor) have been (x) sold by the Issuer or the Lessor, (y) replaced with Substitute
Compressors or (z) the subject of a deposit by a Contributor into the Trust Account in connection
with a breach of clause (iii) of the proviso to Section 645 of the Indenture during the twelve (12)
month period ending on such date of determination exceeds six (6); or



     (ii) the total number of violations in which Owner Compressors (including such Owner
Compressor) have been (x) sold by the Issuer or the Lessor, (y) replaced with Substitute
Compressors or (z) the subject of a deposit by a Contributor into the Trust Account in connection
with a breach of clause (iii) of the proviso to Section 645 of the Indenture during the period from
the Closing Date until the indefeasible payment in full of all Outstanding Obligations exceeds the
product of one-half (0.5) and the number of months elapsed from the Closing Date to (but not
including) such Date of Determination (rounded, if not an integer, upwards to the nearest integer).



For purposes of clauses (i) and (ii) above, any single event which otherwise would have caused a
violation (absent a cure thereof) of the sections referenced above shall constitute a single
“violation”.



     Aggregate Depreciated Value: As of any date of determination, an amount equal to the excess
of (a) the sum of the Depreciated Values of all Owner Compressors on such date, minus (b) the sum
of the Depreciated Values of each Owner Compressor that (i) to the extent included in the amount
set forth in clause (a), is an Obsolete Compressor or has been subject to a Casualty Loss and that
has not been repaired within thirty (30) days after the date of such Casualty Loss  or (ii) to the
extent not addressed in clause (i), is not then an Eligible Compressor and one hundred twenty (120)
days or more have passed since the earlier of the date the Manager obtains actual knowledge that an
item of Equipment has become an Ineligible Compressor or the first date on which the Manager Report
that shows, or should have shown, such Owner Compressor to be an Ineligible Compressor.



     Aggregate Five Percent Limit: As of any date of determination, an amount equal to the product
of (i) five percent (5%) and (ii) the then Aggregate Depreciated Value.



     Aggregate Note Principal Balance: As of any date of determination, an amount equal to the sum
of the then unpaid principal balance of all Series of Notes then Outstanding.



     Ancillary Equipment: One or more pieces or items of equipment that have been attached to, or
that are located adjacent to, an Owner Compressor that can be removed without causing damage to, or
a loss of functionality in, such Owner 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.



     Applicable Debt Margin: With respect to any Series of Notes, the increment over the Adjusted
Eurodollar Rate used in the calculation of the Interest Payment on such Series of Notes, as such
increment is set forth in the related Supplement.



     Applicable Law: With respect to any Person, Owner Compressor or User Contract, as the case
may be, all existing laws, rules, regulations (including proposed, temporary and final



Appendix A-5









 







income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders
and licenses of and interpretations by any Governmental Authority and judgments, decrees,
injunctions, writs, or orders of any court, arbitrator or other administrative, judicial, or
quasi-judicial tribunal or agency of competent jurisdiction, applicable to such Person, Owner
Compressor or User Contract, as the case may be.



     Appraisal: An appraisal prepared by an Eligible Appraiser in conformity with, and subject to,
the requirements of the code of professional ethics and standards of professional conduct of the
American Society of Appraisers with respect to one or more Owner Compressors.  The Appraisal shall
specify a Fair Market Sales Value based upon the replacement cost and income approach for the pool
of all Owner Compressors in the aggregate and the form of any such Appraisal shall be satisfactory
to the Requisite Global Majority.



     Appraised Value: With respect to an Owner Compressor as of any date of determination, an
amount equal to either (i) the Fair Market Sales Value set forth in the most recent Appraisal with
respect to such Owner Compressor; or (ii) with respect to Owner Compressors for which an Appraisal
has not been provided prior to the determination date, the then Net Book Value of such Owner
Compressor, provided, however, that Net Book Value may not be used with respect to any Owner
Compressor if the sum of the Appraised Values of all Owner Compressors which are valued based on
Net Book Value as of such date of determination exceeds an amount equal to the product of (x)
fifteen percent (15%) and (y) the Aggregate Depreciated Value as of the date of such
determination. 



     Asset Base: As of any date of determination, an amount equal to (A) if no Event of Default is
then continuing, the least of (i) the Debt Limit then in effect, (ii) the Net Revenue Limit then in
effect, and (iii) the Free Cash Flow Limit then in effect, or (B) if an Event of Default is then
continuing, zero.



     Asset Base Certificate: A certificate with appropriate insertions setting forth the
components of the Asset Base as of the last day of the month for which such certificate is
submitted, which certificate shall be in the form attached as Exhibit A to the Management Agreement
and shall be certified by an Authorized Signatory.



     Asset Base Deficiency: As of any Payment Date or Determination Date, as the case may be,  the
condition that will exist if (i) the Aggregate Note Principal Balance as of such date of
determination, exceeds (ii) the Asset Base as of such date of determination (or such earlier date
as is specified in the Related Documents).  If the usage of such term requires a numerical value,
then such term shall mean the amount of such excess.



     Authorized Officer: With respect to any matter, any officer of or other Person representing
the Issuer, the Manager or a Noteholder, as the case may be, who is authorized to act for that
party with respect to the applicable matter.



     Authorized Signatory: Any Person designated by written notice delivered to the Indenture
Trustee, the Deal Agent and each Series Enhancer as authorized to execute documents and instruments
on behalf of a Person.



Appendix A-6









 





     Available Distribution Amount: For any Payment Date, an amount equal to the sum (without
duplication) of (i) the excess of (x) all Securitization Collections received during the
immediately preceding Collection Period, over (y) the aggregate amount of Compressor Reinvestment
Sales Proceeds deposited in the Purchase Account during such Collection Period, (ii) all amounts
received by the Issuer on the related Determination Date pursuant to any Interest Rate Swap
Agreement, (iii) all Manager Advances received by the Issuer on the related Determination Date,
(iv) all cash purchase proceeds received from the re-purchase by the Contributor of any
non-conforming Compressors and Related Contributed Assets from the Issuer pursuant to Section
4.01(a)(i) of the Collection Agreement deposited into the Trust Account during the related
Collection Period, (v) all amounts transferred from the Purchase Account to the Trust Account on
such Payment Date or during the related Collection Period, (vi) any earnings on Eligible
Investments in the Transaction Accounts that were credited to such accounts during the related
Collection Period and transferred to the Trust Account and (vii) any other funds then deposited
into the Trust Account by the Issuer that are designated as constituting part of the Available
Distribution Amount for a Payment Date.



     Average Contract Rate: For any calendar month, the quotient obtained by dividing (x) the
aggregate gross contract rate actually billed as reflected on the operating reports of the Manager
at the end of each calendar month relating to the Owner Compressors or the Other EXLP Compressors,
as the case may be, that were actually under contract for rental or contract compression services
during such calendar month, by (y) the aggregate number of horsepower represented by the Owner
Compressors or the Other EXLP Compressors, as the case may be, that generated the billings
referenced in clause (x) above.



     Average Hedged Rate: With respect to all Series of Notes then Outstanding as of any date of
determination, a rate per annum (expressed as a percentage) equal to a fraction, the numerator of
which is the sum of (i) the product of (x) the sum of the notional balances of all Interest Rate
Swap Agreements then in effect and (y) the weighted average (based on notional balances) of the
interest rate per annum payable by the Issuer on each Interest Rate Swap Agreement, (ii) the
product of (x) the weighted average (based on unpaid principal balance) of the Adjusted Eurodollar
Rate per annum then in effect for all Series of Notes then Outstanding and (y) the portion of the
Aggregate Note Principal Balance not subject to an Interest Rate Swap Agreement, and (iii) the
product of (x) the weighted average (based on unpaid principal balance) of the Applicable Debt
Margin for all Series of Notes then Outstanding and (y) the Aggregate Note Principal Balance, and
the denominator of which is the Aggregate Note Principal Balance.



     Back-up Management Agreement: (a) The Back-up Management Agreement, to be dated on or about
October 16, 2009, among the Back-up Manager, the Issuer and the Manager or (b) any other back-up
management agreement, in form and substance reasonably acceptable to the Requisite Global Majority,
among an Eligible Back-up Manager, the Manager and the Issuer.



     Back-up Manager: The Person performing the duties of the Back-up Manager under the Back-up
Management Agreement; initially, Caterpillar Inc. or such other back-up manager acceptable to the
Requisite Global Majority.



     Back-up Manager Fee: The amount set forth in a separate letter agreement between the Manager,
the Issuer and the Back-up Manager, as such letter agreement  may be amended,



Appendix A-7









 







modified or supplemented from time to time with the prior written consent of the Requisite
Global Majority, which fee shall not exceed, without the prior written consent of the Requisite
Global Majority, $180,000 per year or $15,000 per month.



     Back-up Manager Indemnified Party: This term has the meaning set forth in Section 6.1 of the
Back-up Management Agreement.



     Back-up Manager Termination Notice: This term has the meaning set forth in Section 4.1 of the
Back-up Management Agreement.



     Bank Agent: This term has the meaning set forth in Section 1 of the Intercreditor Agreement.



     Bankruptcy Code: The Bankruptcy Reform Act of 1978, as amended.



     Blocked Account Agreement:  The Blocked Account Control 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 thereof), among EXLPOP, the Intercreditor Collateral Agent and
JPMorgan Chase Bank, N.A., as depositary.



     Book Entry Custodian: The Person appointed pursuant to the terms of the Indenture to act in
accordance with a certain letter of representations agreement such Person has with DTC, in which
DTC delegates its duties to maintain the Book Entry Notes to such Person and authorizes such Person
to perform such duties.



     Book Entry Notes: Each Note for so long as such Note is registered in the name of its
depository or its nominee in accordance with the terms and conditions of the Indenture.



     Business Day: Any day other than a Saturday, a Sunday or a day on which banking institutions
in New York City, Houston, Texas, Charlotte, North Carolina (or, for the purposes of determining
LIBOR only, London, England), or the city in which the Corporate Trust Office of the Indenture
Trustee is located, are authorized or are obligated by law, executive order or governmental decree
to be closed.



     Business Entity: A corporation (or, when used as an adjective, corporate), limited liability
company, partnership (whether general or limited), business trust, joint stock company,
unincorporated association, joint venture or other applicable business entity, whether or not
having distinct legal existence, and any asset or group of assets that is or can be operated as or
as part of a business unit.



     CA Indemnified Party: Has the meaning set forth in Section 8.01 of the Contribution
Agreement.



     Casualty Loss: With respect to an Owner Compressor, the occurrence or existence of any of the
following events or conditions:  (a) the loss of such Owner Compressor or any substantial part
thereof, (b) the loss of the use of such Owner Compressor due to theft or disappearance (i) for a
period in excess of forty-five (45) days, or (ii) existing at the Legal Final Maturity Date for the
Series with the latest Legal Final Maturity Date, (c) the destruction, damage beyond repair, or



Appendix A-8









 







requisition of such Owner Compressor or any substantial part thereof permanently unfit for
normal use for any reason whatsoever or (d) the condemnation, confiscation, seizure, or requisition
of use or title to such Owner Compressor or any substantial part thereof by any Governmental
Authority under the power of eminent domain or otherwise beyond the earlier of (x) fifteen (15)
days and (y) the Legal Final Maturity Date of the Series with the latest Legal Final Maturity Date.



     Casualty Proceeds: The net proceeds received by, or on behalf of, the Issuer or the Lessor as
a result of a Casualty Loss with respect to any Owner Compressor, whether derived from insurance
payments, payments from Users of such Owner Compressors, or otherwise.



     Chattel Paper: Any Contract or other “chattel paper,” as such term is defined in Section
9-102(a)(11) of the UCC.



     Claim: Shall mean any and all claims, actions, damages, losses, liabilities, costs and
expenses (including reasonable attorneys’ fees) unless otherwise defined in any Related Document.



     Class: With respect to any Series, all Notes issued pursuant to the related Supplement having
the same rights to payment and the same Legal Final Maturity Date.



     Closing: With respect to any Series, the time at which each of the conditions precedent set
forth in the related Supplement and Note Purchase Agreement shall have been duly fulfilled or
satisfied.



     Closing Date:  October 14, 2009.



     Code:  The Internal Revenue Code of 1986, as amended, or any successor statute thereto.



     Collateral:  Has the meaning set forth in the Granting Clause of the Indenture.



     Collection Period:  With respect to the first Payment Date, the period commencing on the
Closing Date and ending on the last day of the calendar month in which the Closing Date occurs, and
for any subsequent Payment Date, the period from the first day of the calendar month immediately
preceding the month in which such Payment Date occurs through the last day of such calendar month.



     Collections:  Has the meaning set forth in Section 1 of the Intercreditor Agreement.



     Commercial Tort Claims:  All “commercial tort claims” as defined in Article 9 of the UCC.



     Commitment Fee: With respect to any Series of Warehouse Notes for each Payment Date, the fee
designated as such in the related Supplement.



     Commitment Termination Date:  With respect to any Series of Warehouse Notes, the date set
forth in the related Supplement.




Appendix A-9











 





     Competitor: Any Person (other than any Exterran Affiliate) engaged and competing with either
the Issuer, EXLP, Exterran, or any of their Affiliates in the business of contracting, leasing or
selling Compressors or providing contract compression services; provided, however, that in no event
shall any insurance company, bank, bank holding company, savings institution, finance company or
trust company, fraternal benefit society, pension, retirement or profit sharing trust or fund, or
any collateralized bond obligation fund or similar fund (or any trustee of any such fund) or any
holder of any obligations of any such fund (solely as a result of being such a holder) be deemed to
be a Competitor.



     Compressor: 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.



     Compressor Reinvestment Sales Proceeds: For any Collection Period, an amount equal to the sum
of (i) all Casualty Proceeds received during such Collection Period and (ii) all Net Compressor
Sales Proceeds received during such Collection Period from sales of Owner Compressors made in
accordance with the provisions of Sections 645 and 646 of the Indenture.



     Compressor Related Assets: With respect to any Compressor, all of the following: (i) the
Management Agreement, the Contribution Agreement, (in each case, to the extent relating to such
Compressor) and any agreement, contract or warranty (a) relating to such Compressor or the use or
management of such Compressor, or (b) with the manufacturer of such Compressor (including any such
agreement relating to the design, assembly and contracting of such Compressor), and, in each case,
all amendments, restatements, modifications, additions and supplements thereafter made with respect
to such Compressor, (ii) any User Contract, including all contract compression revenues accruing on
or after the date of transfer to the Issuer, including the right to terminate, perform under or
compel performance of the terms thereof, (iii) all documents in the Contract File relating to such
Compressor, (iv) all Supporting Obligations, guarantees, cash deposits or credit support,
supporting or securing payment or performance under any User Contract which utilizes such
Compressor, (v) all Records relating to such Compressor, and (vi) all payments, proceeds and income
of the foregoing or related thereto, including all insurance proceeds and claims, losses or damages
arising out of the breach of any User Contract.



     Compressor Termination Event: Has the meaning set forth in Section 3.3 of the Management
Agreement.



     Compressor Transfer Certificate: A Compressor Transfer Certificate and Bill of Sale
substantially in the form of Exhibit B to the Contribution Agreement, executed and delivered by a
Contributor in accordance with the terms of the Contribution Agreement.



     Concentration Measurement Date: Each of (i) each date on which funds are advanced by the
related Noteholders pursuant to the terms of each Series of Warehouse Notes and (ii) the last day
of each March, June, September and December, commencing on September 30, 2009.



Appendix A-10









 





     Contract: Each and every item of Chattel Paper, installment sales agreement, equipment
contract or contract agreement (including progress payment authorizations) other than a Lease
relating to any Compressor or to which any Compressor is subject. The term “Contract” includes (i)
all payments to be made to the owner of such Compressor under any such agreement, (ii) all rights
of the owner of the Compressor under such agreement, (iii) all Supporting Obligations provided by
the User under any such agreement and (iv) any and all schedules, supplements, amendments,
renewals, extensions or guaranties thereof.



     Contract File: With respect to each User Contract, to the extent the applicable Contributor
has such User Contract available, or if entered into after the Closing Date, the file(s) containing
all of the following:




	 	(1)	 	an originally executed counterpart (if any), or in the circumstances set out in
the Indenture, an electronic copy of such User Contract executed by each of the Issuer
(or the Manager on behalf of the Issuer) and the User; and
	 
	 	(2)	 	a copy of any master agreement related thereto.





     Contributed Assets: The Contributed Compressors and Related Contributed Assets related
thereto, collectively.



     Contributed Compressor: An Owner Compressor contributed, sold, transferred or substituted by
a Contributor to the Issuer in accordance with the terms of the Contribution Agreement, including
any one or all of the following, as the context may require, (i) any Owner Compressors contributed
to the Issuer on or subsequent to the Closing Date in accordance with the provisions of Section
2.01 of the Contribution Agreement, (ii) any Additional Compressors sold to the Issuer in
accordance with the provisions of Section 2.02 of the Contribution Agreement, and (iii) any
Substitute Compressors transferred to the Issuer in accordance with the provisions of Section 649
of the Indenture.



     Contribution Agreement: The Contribution and Sale Agreement, dated as of October 13, 2009,
among the Contributor and the Issuer, as such agreement may be amended, modified or supplemented
from time to time in accordance with its terms.



     Contribution Date: With respect to the Contribution Agreement, each day on which an Owner
Compressor is (i) sold by a Contributor to the Issuer in accordance with the terms of the
Contribution Agreement (including the Closing Date), or (ii) contributed by a Contributor to the
Issuer in accordance with the terms of the Contribution Agreement, or (iii) both (i) and (ii) above
as the context may require.



     Contributor: EXLPOP, its successors and permitted assigns.



     Control Agreement: With respect to the Trust Account, the Purchase Account and the Series
2009-1 Series Account, an agreement substantially in the form of Exhibit B to the Indenture.



     Copyright Licenses: Any and all agreements providing for the granting of any right in or to
Copyrights, and all renewals and extensions thereof.



Appendix A-11









 





     Copyrights: All United States, state and foreign copyrights, all mask works fixed in
semi-conductor chip products (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether
registered or unregistered and whether published or unpublished, now or hereafter in force
throughout the world, all registrations and applications therefor including, without limitation,
all rights and privileges corresponding thereto throughout the world, all extensions,
continuations, reissues and renewals of any thereof, the right to sue for past, present and future
infringements of any of the foregoing, and all proceeds of the foregoing, including, without
limitation, licenses, royalties, fees, income, payments, claims, damages and proceeds of suit.



     Corporate Trust Office: The principal office of the Indenture Trustee at which at any
particular time its corporate trust business shall be administered, which office shall initially be
located at MAC N9311-161, Sixth Street and Marquette Avenue, Minneapolis, MN 55479.



     Corporate Trust Officer: Any Treasurer, Assistant Treasurer, Assistant Trust Officer, Trust
Officer, Assistant Vice President, Vice President or Senior Vice President of the Indenture Trustee
or any other officer having direct responsibility for the administration of the Indenture and who
customarily performs functions similar to those performed by the Persons who at the time shall be
such officers to whom any corporate trust matter is referred because of their knowledge of and
familiarity with the particular subject.



     Cost of Sales Limit: This term shall have the meaning assigned to such term in the Omnibus
Agreement.



     Credit and Collection Policy: The credit and collection policy of EXLP initially specified in
Exhibit B to the Management Agreement and subsequently reported in accordance with the terms of the
Management Agreement.



     Deal Agent: Wells Fargo Securities, LLC.



     Debt: Has the meaning set forth in the Senior Secured Credit Agreement.



     Debt Limit: As of any date of determination, an amount equal to the sum of (1) all Money and
Eligible Investments on deposit in the Purchase Account, and (2) the product of (x) the Advance
Rate, and (y) the excess of (a) the then Aggregate Depreciated Value on such date over (b) the
Excluded Depreciated Value on such date.



     Default Fee: The incremental amounts specified in the related Supplement payable by the
Issuer resulting from (i) the failure of the Issuer to pay when due any principal of or interest on
the Notes of the related Series or (ii) the occurrence of an Event of Default.



     Definitive Note: A Note issued in definitive form pursuant to the terms and conditions of
Section 202 of the Indenture.



     Deposit Account: Has the meaning set forth in Article 9 of the UCC.



     Depositary: The Depository Trust Company until a successor depositary shall have become such
pursuant to the applicable provisions of the Indenture and thereafter “Depositary” shall mean or
include each Person who is then a Depositary thereunder. For purposes of the



Appendix A-12









 







Indenture, unless otherwise specified pursuant to Section 202 of the Indenture, any successor
Depositary shall, at the time of its designation and at all times while it serves as Depositary, be
a clearing agency registered under the Exchange Act, and any other applicable statute or
regulation.



     Depositary Participants: A broker, dealer, bank, other financial institution or other Person
for whom from time to time the Depositary effects book-entry transfers and pledges of securities
deposited with the Depositary.



     Depreciated Value: For any Owner Compressor, as of the last day of the preceding calendar
month prior to any date of determination, one of the following amounts: (i) on the Closing Date
(with respect to the Owner Compressors owned on the Closing Date) or on the Contribution Date,
Purchase Date or Substitution Date, as applicable (with respect to Owner Compressors that have been
acquired after the Closing Date), the then Appraised Value; and (ii) on any subsequent Payment
Date, the Appraised Value of such Owner Compressor less the product of (A) the Appraised Value of
such Owner Compressor and (B) the fraction (expressed as a percentage) the numerator of which is
the number of Payment Dates from the later of (x) the Closing Date and (y) the date of the most
recent Appraisal, to but not including such Payment Date, and the denominator of which is the
Depreciation Life.



     Depreciation Life: The number of Payment Dates from the later of the Closing Date and the
date of the most recent Appraisal to the Depreciation Life End Date.



     Depreciation Life End Date: Twenty (20) years from the Closing Date or such later date that
has been consented to by the Requisite Global Majority.



     Determination Date: The third (3rd) Business Day prior to any Payment Date.



     Dickenson Lease: Office real estate lease in Dickenson, Texas entered or to be entered into
by the Lessor, as lessee.



     Documents: Any “documents,” as such term is defined in Section 9-102(a)(30) of the UCC.



     Domestic Contract Compression Business: One of the following: (i) with respect to EXLP and
its Subsidiaries, the natural gas compression contract services business and the compressor rental
business of EXLP and its Subsidiaries in the United States of America and (ii) with respect to the
Issuer, the natural gas compression contract services business and the compressor rental business
of the Issuer in the United States of America.



     DTC: The Depository Trust Company.



     EESLP: Exterran Energy Solutions, L.P., a Delaware limited partnership, together with its
respective successors and permitted assigns.



     Eligible Account: Either (a) a segregated account with an Eligible Institution, (b) a
segregated trust account with the corporate trust department of a depository institution organized
under the laws of the United States or any of the states thereof, including the District of



Appendix A-13









 







Columbia (or any domestic branch of a foreign bank), and acting as a trustee for funds
deposited in such account, so long as the senior securities of such depository institution shall
have a credit rating from each Rating Agency in one of its generic credit rating categories no
lower than “A3” or “A-”, as the case may be or (c) any account held with the Indenture Trustee;
provided that, the institution then acting as Indenture Trustee is an Eligible Institution.



     Eligible Appraiser: An appraiser reasonably acceptable to the Deal Agent. On the Closing
Date each of the following shall be deemed an Eligible Appraiser: (x) Standard and Poor’s Corporate
Value Consulting and Marshall and Stevens and (y) the appraiser that shall have conducted the most
recent fleet appraisals on behalf of an Exterran Affiliate.



     Eligible Back-up Manager: Caterpillar Inc. or any other Person acceptable to the Requisite
Global Majority to fulfill the duties of the Back-up Manager pursuant to the Related Documents,
subject to the approval (except upon the occurrence and during the continuation of a Prospective
Trigger Event, Trigger Event, Event of Default or Manager Default) of the Issuer, such consent not
to be unreasonably withheld.



     Eligible Compressor: As of any date of determination (or, in the cases of clauses (8), (9)
and (10), solely as of the dates set forth therein), an Owner Compressor:




	 	(1)	 	which is located within the United States of America;






	 	(2)	 	which is not considered a fixture under the Applicable Law of the jurisdiction
in which such Owner Compressor is then located;






	 	(3)	 	which, within ninety (90) days of the Closing Date or the related Contribution
Date, Purchase Date or Substitution Date, as the case may be, will bear a sticker or
other clearly visible marker in accordance with Section 19.12 of the Management
Agreement;






	 	(4)	 	which is designed for, and in suitable operating condition for, use in natural
gas activities;






	 	(5)	 	which is (A) maintained in accordance with the standard that is the highest of
the following: (i) any standard required or set forth for the Owner Compressors by
Applicable Law, (ii) the Services Standard, (iii) with respect to the Owner Compressors
utilized to provide contract compression services, any standard set forth in the
related User Contract, and (iv) with respect to the Owner Compressors leased to a User,
any standard set forth in the related User Contracts; and (B) if used as a source of
spare parts in connection with the mutual maintenance provisions set forth in Section
5.13 of the Management Agreement, returned to operational status within ninety (90)
days after the date on which such Owner Compressor was used in connection with such
mutual maintenance provisions;






	 	(6)	 	which is subject to insurance coverage that complies with the terms of the
Related Documents and which is in full force and effect;




Appendix A-14









 












	 	(7)	 	in which the Indenture Trustee has valid and enforceable Lien and which is not
subject to any Lien other than Permitted Encumbrances;






	 	(8)	 	which on the Closing Date (with respect to the Owner Compressors in place on
such date) or the subsequent related Contribution Date, Substitution Date or Purchase
Date (with respect to the Owner Compressors acquired after the Closing Date), (1) did
not cause the Owner Compressors purchased, substituted, contributed or otherwise
acquired on such date, to have an aggregate Weighted Average Age at such time to exceed
by more than five percent (5%) the Weighted Average Age of the EXLP Compressors (taken
as a whole) on such date, (2) did not cause the Weighted Average Age of all Eligible
Compressors (including all Eligible Compressors purchased, substituted, contributed or
otherwise acquired on such date) to exceed by more than five percent (5%) the Weighted
Average Age of all Owner Compressors on the Closing Date (as adjusted for the increase
to Weighted Average Age during the period commencing on the Closing Date and ending on
such acquisition date), and (3) will, based on the then most current Appraisal,
indicate a remaining weighted average economic useful life beyond the Legal Final
Maturity Date for the Series of Notes with the latest Legal Final Maturity Date;






	 	(9)	 	which, on the related Contribution Date, Purchase Date or Substitution Date, as
the case may be, and when considered with all other Eligible Compressors transferred to
the Issuer on such date, did not increase any Excess H/P Concentration Amount then in
existence;






	 	(10)	 	which, on the related Contribution Date, Purchase Date or Substitution Date, as
the case may be, and when considered with all other Eligible Compressors transferred to
the Issuer on such date, did not increase any Excess Customer Concentration Amount then
in existence;






	 	(11)	 	which is (i) not then used to provide contract compressions services to a
Sanctioned Person or in a Sanctioned Country, (ii) not on lease to a Sanctioned Person,
or (iii) to the best knowledge of the Issuer or the Manager, not subleased to a
Sanctioned Person or located, operated or used in a Sanctioned Country, in each case
unless it is used pursuant to a license granted by OFAC;






	 	(12)	 	which has more than ninety nine (99) horsepower;
	 
	 	(13)	 	which is not an Obsolete Compressor;
	 
	 	(14)	 	which is not the subject of a Casualty Loss; and
	 
	 	(15)	 	which has an Appraised Value.





     Eligible Contract: A User Contract:




	 	(1)	 	which by its terms, is either (x) during the initial stated base term thereof,
an absolute, irrevocable, noncancelable and unconditional obligation of the related




Appendix A-15









 






	 	 	 	User (subject only to setoff or cancellation for the failure of the Issuer to meet
service availability guarantees or maintain run time for the related Owner
Compressors that are set forth in such User Contract, as the case may be; the
failure of the Issuer to maintain the Owner Compressors in accordance with the User
Contract; a change in User’s operating conditions rendering the provision of
contract compression services unnecessary, or otherwise permitted within this
definition) to pay a specified dollar amount to the Issuer (or its assigns) during
the initial stated base term thereof, or (y) after the initial stated base term
thereof, a no less than month-to-month absolute obligation of the related User
(subject only to set off for failure by the Issuer under such User Contract to meet
service availability guarantees or maintain run time for the related Owner
Compressors that are set forth in such User Contract, as the case may be; the
failure of the Issuer to maintain the Owner Compressors in accordance with the User
Contract; a change in User’s operating conditions rendering the provision of
contract compression services unnecessary, or otherwise permitted within this
definition) to pay the specified payment for each month during which the related
Owner Compressors have not been removed from the provision of contract compression
services or returned to the obligor thereunder or its designee in accordance with
the terms of the User Contract;






	 	(2)	 	which by its terms, does not (x) prohibit one or more assignments of the
owner’s rights to Issuer thereunder, or (y) require notice to, or the consent of, the
related User for assignment of the owner’s rights to Issuer or, if notice to or the
consent of the related User is required, such notice has been given or consent has been
obtained; provided, however, that if on or after the Closing Date, such prohibition or
notice or consent requirement is contained in an existing User Contract form with a
User (and in which case (i) EXLP has determined that it would not be commercially
reasonable to negotiate a new form or (ii) the User has refused to modify such term),
these criteria shall not apply to such existing User Contract form;






	 	(3)	 	which by its terms, prohibits setoff (other than for failure by the owner
hereunder to meet service availability guarantees or maintain run time for the related
Owner Compressors that are set forth in such User Contract); provided, however, that if
such prohibition is not adequately contained (either by its express terms or by
silence) in an existing User Contract form with a User (and in which case (i) EXLP has
determined that it would not be commercially reasonable to negotiate a new form or (ii)
the User has refused to modify such term), these criteria shall not apply to such
existing User Contract form;
	 
	 	(4)	 	which provides for payment from the User in US Dollars;






	 	(5)	 	for which the related User is not (x) an EXLP Affiliate or (y) a Governmental
Authority;






	 	(6)	 	which represents the legal, valid and binding obligation of the User
thereunder, enforceable against such User in accordance with its terms (subject to the
effects




Appendix A-16









 












of bankruptcy, insolvency, reorganization, moratorium or other similar laws related
to or affecting creditors’ rights generally and to general equitable principles);




	 	(7)	 	which, if entered into after the Closing Date, was duly executed by parties
having the capacity to do so (except for rate increase notices which will only be
executed by the Issuer or the Manager);






	 	(8)	 	which, if entered into after the Closing Date, complies with at least one of
the following statements:
	 
	 	 	 	(A) is substantially in the form attached as Exhibit D-1 of the Contribution
Agreement, and is issued under and/or incorporates by reference a master agreement
substantially in the form attached as Exhibit D-2 of the Contribution Agreement,
each, with such amendments or modifications thereto as are commercially reasonable
under the circumstances;
	 
	 	 	 	(B) if the related User has sufficient market power or presence to require use
of its own contract form, is documented on a contract form required by such User
with such amendments or modifications thereto as the parties may agree (but only if
the Issuer or Manager has determined that it would not be commercially reasonable to
negotiate a new form); or
	 
	 	 	 	(C) if the related User has an ongoing business relationship with EXLP or
Exterran, was documented on a contract form previously used prior to the Closing
Date (but only if the Issuer or Manager has determined that it would not be
commercially reasonable to negotiate a new form);






	 	(9)	 	which complies with the requirements of Section 5.11 of the Management
Agreement;






	 	(10)	 	which, if entered into after the Closing Date and consisting of one or more
schedules issued pursuant to the terms of a master contract, specifically identifies
the master contract agreement pursuant to which such User Contract was issued;






	 	(11)	 	which, if entered into after the Closing Date, does not bear any handwritten
alterations or revisions to the terms, conditions or provisions of such User Contract,
unless each such alteration or revision is accompanied by written evidence of the
assent of the owner and such User to such alteration or revision; and






	 	(12)	 	if such User Contract contains a contractual purchase option in favor of the
applicable User and the Net Compressor Sales Proceeds to be received by the Issuer upon
the exercise of such purchase option is less than the Depreciated Value of such Owner
Compressor as of the Payment Date immediately preceding the applicable date of such
purchase, then the Owner Compressor that relates to such User Contract is a Permitted
Below DV Compressor.




Appendix A-17









 











     Eligible Institution: Any one or more of the following institutions: (i) the corporate trust
department of the Indenture Trustee or (ii) a depositary institution organized under the laws of
the United States of America or any one of the states thereof or the District of Columbia (or any
domestic branch of a foreign bank), (a) which has both (x) a long-term unsecured senior debt rating
of not less than “A” by S&P and “A2” by Moody’s and (y) a short term unsecured senior debt rating
rated in the highest rating category by each Rating Agency and (b) whose deposits are insured by
the Federal Deposit Insurance Corporation.



     Eligible Interest Rate Hedge Counterparty: At the time of execution and delivery of the
related Interest Rate Swap Agreement, any bank or other financial institution (or any party
providing credit support on such Person’s behalf) which has rating(s) equal to or better than the
Hedge Counterparty Required Rating or is otherwise approved by the Requisite Global Majority.



     Eligible Investments: One or more of the following:




	 	(1)	 	direct obligations of, and obligations fully and unconditionally guaranteed as
to the timely payment of principal and interest by, the United States or obligations of
any agency or instrumentality thereof when such obligations are backed by the full
faith and credit of the United States;






	 	(2)	 	certificates of deposit and bankers’ acceptances (which shall each have an
original maturity of not more than 6 months) of any United States depository
institution or trust company incorporated under the laws of the United States or any
State and subject to supervision and examination by federal and/or State authorities;
provided that, the long-term unsecured senior debt obligations of such depository
institution or trust company at the date of acquisition thereof have been rated “AA-”
(or its equivalent) or better by the Rating Agencies, or the short-term unsecured
senior debt obligations of such depository institution or trust company are rated by
each Rating Agency in its highest rating category;






	 	(3)	 	commercial paper (having original maturities of not more than one hundred
eighty (180) days of any corporation (other than the Issuer), incorporated under the
laws of the United States or any State thereof which on the date of acquisition has
been rated by each Rating Agency in the highest short-term unsecured commercial paper
rating category;






	 	(4)	 	any U.S. dollar denominated money market fund having assets in excess of
$100,000,000 that has been rated by each Rating Agency in its highest rating category
(including any designations of “plus” or “minus”) or that invests solely in Eligible
Investments;






	 	(5)	 	eurodollar deposits (which shall each have an original maturity of not more
than 6 months) of any depository institution or trust company; provided that, the
long-term unsecured senior debt obligations of such depository institution or trust
company at the date of acquisition thereof have been rated “AA-” (or its equivalent) by
the Rating Agencies, or the short-term unsecured senior debt




Appendix A-18









 






	 	 	 	obligations of such depository institution or trust company are rated by each Rating
Agency in its highest rating category;






	 	(6)	 	repurchase obligations with a term not to exceed ninety (90) days with respect
to any security described in clause (1) above and entered into with a depository
institution or trust company (acting as a principal) rated “AA or higher by the Rating
Agencies; provided, however, that collateral transferred pursuant to such repurchase
obligation must (A) be valued weekly at current market price plus accrued interest, (B)
pursuant to such valuation, have a value equal to, at all times, 105% of the cash
transferred by the Indenture Trustee in exchange for such collateral and (C) be
delivered to the Indenture Trustee or, if the Indenture Trustee is supplying the
collateral, an agent for the Indenture Trustee, in such a manner as to accomplish
perfection of a security interest in the collateral by possession of certificated
securities; and






	 	(7)	 	other obligations or securities that are acceptable to the Deal Agent as an
Eligible Investment hereunder and that will not result in a reduction or withdrawal in
the then current rating of the Notes, if any Series of Notes is then rated, as
evidenced by a letter to such effect from each Rating Agency.





Each of the Eligible Investments may be purchased by or through an Affiliate of the Indenture
Trustee.



     Employee Benefit Plan: An “employee benefit plan” as defined in Section 3(3) of ERISA or a
“Plan” within the meaning of Section 4975(e)(1) of the Code.



     Enhancement Agreement: With respect to any Series of Notes, any agreement, instrument or
document identified in the related Supplement governing the terms of any Series Enhancement or
pursuant to which any Series Enhancement is issued or outstanding.



     Entitled Party: The Deal Agent, the Indenture Trustee, the Noteholders, the Issuer, the
Lessor, each Series Enhancer, each Interest Rate Hedge Provider, and the respective successors and
permitted assigns of the foregoing.



     Entitlement Order: This term has the meaning set forth in Section 8-102(a)(8) of the UCC.



     Equipment: Any equipment, as such term is defined in Section 9-102(a)(33) of the UCC except
for Ancillary Equipment.



     ERISA: The Employee Retirement Income Security Act of 1974, as amended.



     Estimated Excess Cash Flow: The amount of funds that the Issuer reasonably expects to be
distributed on the immediately following Payment Date pursuant to numbered clause (20) of Section
302(d) of the Indenture.



     Event of Default: The occurrence and continuance beyond any applicable notice and cure period
of any of the events or conditions set forth in Section 801 of the Indenture.



Appendix A-19









 





     Excess 499 H/P Amount: As of any date of determination, a fraction (expressed as a
percentage):




     (A) the numerator of which is the excess, if any, of (i) the quotient of (x) the total
horsepower attributable to all Owner Compressors having 100 or more horsepower but not more
than 499 horsepower, divided by (y) the total horsepower for all Owner Compressors; over
(ii) the product of (a) one hundred ten percent (110%) and (b) the quotient of (i) the total
horsepower attributable to all EXLP Compressors having 100 or more horsepower but not more
than 499 horsepower and (ii) the total horsepower for all EXLP Compressors having 100 or
more horsepower; and




     (B) the denominator of which is (i) the quotient of (x) the total horsepower
attributable to all Owner Compressors having 100 or more horsepower but not more than 499
horsepower, divided by (y) the total horsepower for all Owner Compressors;


which excess has not been cured on or prior to the expiration of the one hundred twenty (120) day
period commencing on the earlier to occur of (A) the date on which a Responsible Officer of EXLP
obtains actual knowledge of the existence of such condition(s) and (B) the date of delivery of the
first Manager Report that indicates (or should have indicated) that such excess existed; provided,
however, such amount will not be used in the calculation of the Debt Limit until expiration of the
cure period set forth above. For the purpose herein, horsepower is measured as of the last day of
the preceding Collection Period.




     Excess 999 H/P Amount: As of any date of determination, a fraction (expressed as a
percentage):




     (A) the numerator of which is the excess, if any, of (i) the quotient of (x) the total
horsepower attributable to all Owner Compressors having 500 or more horsepower but not more
than 999 horsepower, divided by (y) the total horsepower for all Owner Compressors; over
(ii) the product of (a) one hundred ten percent (110%) and (b) the quotient of (i) the total
horsepower attributable to all EXLP Compressors having 500 or more horsepower but not more
than 999 horsepower and (ii) the total horsepower for all EXLP Compressors having 100 or
more horsepower; and




     (B) the denominator of which is (i) the quotient of (x) the total horsepower
attributable to all Owner Compressors having 500 or more horsepower but not more than 999
horsepower, divided by (y) the total horsepower for all Owner Compressors;


which excess has not been cured on or prior to the expiration of the one hundred twenty (120) day
period commencing on the earlier to occur of (A) the date on which a Responsible Officer of the
Issuer obtains actual knowledge of the existence of such condition(s) and (B) the date of delivery
of the first Manager Report that indicates (or should have indicated) that such excess existed;
provided, however, such amount will not be used in the calculation of the Debt Limit until
expiration of the cure period set forth above. For the purpose herein, horsepower is measured as of
the last day of the preceding Collection Period.




     Excess Customer Concentration Amount: As of any date of determination, a percentage equal to
the sum of (i) the Excess Top Customer Concentration Amount and (ii) the Excess Top



Appendix A-20









 




5 Customer Concentration Amount, in each case measured as of the most recent Concentration
Measurement Date.




     Excess H/P Concentration Amount: As of any date of determination, a percentage equal to the
sum of the Excess 499 H/P Amount and the Excess 999 H/P Amount, in each case measured as of the
last day of the most recently completed Collection Period.



     Excess Operations Expenses: Has the meaning given such term within the definition of
“Operations Fee”.



     Excess S&A Expenses: Has the meaning given such term within the definition of “S&A Fee”.



     Excess Top Customer Concentration Amount: As of any date of determination, a fraction
(expressed as a percentage):




     (A) the numerator of which is the excess, if any, of (1) the quotient of (i) the total
horsepower (measured as of such Concentration Measurement Date) of those Eligible
Compressors then under contract to the highest Top User divided by (ii) the total
horsepower for all Owner Compressors, over (2) fifteen percent (15%); and




     (B) the denominator of which is the quotient of (i) the total horsepower (measured as
of such Concentration Measurement Date) of those Eligible Compressors then under contract
to the highest Top User divided by (ii) the total horsepower for all Owner Compressors;


which excess has not been cured on or prior to the expiration of the ninety (90) day period
commencing on the earlier to occur of (A) the date on which a Responsible Officer of Exterran GP
LLC obtains actual knowledge of the existence of such condition and (B) the date of delivery of the
first Manager Report that indicates (or should have indicated) that such excess existed; provided,
however, such amount (i) will not be used in the calculation of the Excluded Depreciated Value
until expiration of the cure period set forth above and (ii) upon expiration of such cure period,
will be used in the calculation of the Excluded Depreciated Value until the earlier to occur of (x)
the next succeeding Concentration Measurement Date or (y) the date on which an officer of the
Manager delivers a certificate indicating that such condition has been remedied.




     Excess Top 5 Customer Concentration Amount: As of any date of determination, a fraction
(expressed as a percentage):




	 	(A)	 	the numerator of which is the excess, if any, of (1) the quotient of (i) the
total horsepower (measured as of such Concentration Measurement Date) of those Eligible
Compressors then under contract to the five (5) Top Users divided by (ii) the total
horsepower for all Owner Compressors, over (2) fifty percent (50%); and






	 	(B)	 	the denominator of which is the quotient of (i) the total horsepower (measured
as of such Concentration Measurement Date) of those Eligible Compressors




Appendix A-21









 












then under contract to the five (5) Top Users divided by (ii) the total
horsepower for all Owner Compressors;


which excess has not been cured on or prior to the expiration of the ninety (90) day period
commencing on the earlier to occur of (A) the date on which a Responsible Officer of Exterran GP
LLC obtains actual knowledge of the existence of such condition and (B) the date of delivery of the
first Manager Report that indicates (or should have indicated) that such excess existed; provided,
however, such amount (i) will not be used in the calculation of the Excluded Depreciated Value
until expiration of the cure period set forth above and (ii) upon expiration of such cure period,
will be used in the calculation of the Excluded Depreciated Value until the earlier to occur of (x)
the next succeeding Concentration Measurement Date or (y) the date on which an officer of the
Manager delivers a certificate indicating that such condition has been remedied.




     Exchange Act: The Securities Exchange Act of 1934, as amended.



     Excluded Depreciated Value: For purposes of calculating the Debt Limit as of any date of
determination, an amount equal to the sum of (A) the product of (x) the then Excess Top Customer
Concentration Amount and (y) the sum of the Depreciated Values of those Owner Compressors under
contract to the highest Top User, (B) the product of (x) the Excess 499 H/P Amount and (y) the sum
of the Depreciated Values of those Owner Compressors with 100 or more horsepower but not more than
499 horsepower, (C) the product of (x) the Excess 999 H/P Amount and (y) the sum of the Depreciated
Values of those Owner Compressors with 500 or more horsepower but not more than 999 horsepower and
(D) the product of (x) the Excess Top 5 Customer Concentration Amount and (y) the sum of the
Depreciated Values of those Owner Compressors under contract to the five (5) Top Users. An
Eligible Compressor shall be included in only one of the foregoing categories for purposes of
determining the Excluded Depreciated Value.



     Excluded Net Revenues: For purposes of calculating whether a Net Revenue Event exists as of
any date of determination, an amount equal to the product of (A) the excess of (i) one hundred
percent (100%) over (ii) the Management Fee Rate and (B) the sum of the following:



     (1) the product of (x) that portion of the Pro-Forma Gross Compressor Contract Revenues for
all Eligible Compressors included in the calculation of Pro-Forma Gross Compressor Contract
Revenues that have 100 or more horsepower but not more than 499 horsepower, and (y) the Excess 499
H/P Amount for such Payment Date;



     (2) the product of (x) that portion of the Pro-Forma Gross Compressor Contract Revenues for
all Eligible Compressors included in the calculation of Pro-Forma Gross Compressor Contract
Revenues that have 500 or more horsepower but not more than 999 horsepower, and (y) the Excess 999
H/P Amount for such Payment Date;



     (3) the product of (x) that portion of the Pro-Forma Gross Compressor Contract Revenues for
all Eligible Compressors included in the calculation of Pro-Forma Gross Compressor Contract
Revenues then under contract to the five (5) Top Users, and (y) the Excess Top 5 Customer
Concentration Amount for such Payment Date; and



Appendix A-22









 





     (4) the product of (x) that portion of the Pro-Forma Gross Compressor Contract Revenues for
all Eligible Compressors included in the calculation of Pro Forma Gross Compressors then under
contract to the highest Top User and (y) the Excess Top Customer Concentration Amount.



     An Eligible Compressor shall be included in only one of the foregoing categories for purposes
of determining the Excluded Net Revenues.



     Existing Commitment: With respect to any Series of Notes, the amount identified as such in
the related Supplement.



     EXLP: Exterran Partners, L.P., a limited partnership organized under the laws of the State of
Delaware and its successors and permitted assigns.



     EXLP Affiliate: Any one or more of EXLPOP, EXLP Leasing LLC, the Issuer, and the Lessor.



     EXLP Compressors: As of any date of determination, all Compressors that are a part of the
Domestic Contract Compression Business of EXLP and its Subsidiaries.



     EXLP Group Event: The occurrence of any of the following events:




	 	(1)	 	EXLP or any EXLP Affiliate shall commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other similar
official of it or any substantial part of its property, or shall consent to any such
relief or to the appointment of or taking possession by any such official in any
involuntary case or other Proceeding commenced against it, or shall make a general
assignment for the benefit of creditors, or shall take any Business Entity action to
authorize any of the foregoing;






	 	(2)	 	an involuntary case or other Proceeding shall be commenced against EXLP or any
EXLP Affiliate seeking liquidation, reorganization or other relief with respect to it
or its debts under any bankruptcy, insolvency or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator, custodian or
other similar official of it or any substantial part of its property, and such
involuntary case or other Proceeding shall remain undismissed and unstayed for a period
of sixty (60) days; or an order for relief shall be entered against EXLP or any EXLP
Affiliate under the federal bankruptcy laws as now or hereafter in effect;






	 	(3)	 	EXLP or any EXLP Affiliate shall fail generally to pay its debts as they become
due;






	 	(4)	 	EXLP or any EXLP Affiliate shall admit its inability to pay its debts as and
when they fall due or becomes or is deemed to be unable to pay its debts or insolvent,
or convenes a meeting for the purpose of proposing; or otherwise proposes or enters




Appendix A-23









 






	 	 	 	into, any composition or arrangement with its creditors or any group or class
thereof, or anything analogous to, or having a substantially similar effect to, any
of the events specified in this paragraph or in paragraph (1) or (2) above occurs in
any jurisdiction; and






	 	(5)	 	any action, suit or Proceeding shall be commenced against EXLP or any EXLP
Affiliate party to the Intercreditor Agreement seeking relief of any nature whatsoever
from or with respect to the transactions contemplated by the Intercreditor Agreement or
which in any manner draws into question the validity of the Intercreditor Agreement and
such action, suit or Proceeding shall remain undismissed and unstayed for a period of
sixty (60) days; or an order for relief shall be entered against EXLP or any entity
party to the Intercreditor Agreement under any Applicable Law as now or hereafter in
effect.





     EXLP Operations Fee: For each calendar month shall be an amount equal to the product of (i)
the Operations Fee Rate then in effect and (ii) the Pro-Forma Gross Compressor Contract Revenues
actually billed during such Collection Period. The Operations Fee for a successor Manager is set
forth in the definition thereof, subject to the adjustments and limitations contained therein and
herein



     EXLP S&A Fee: For each date of determination the product of (i) the S&A Fee Rate and (ii) the
Pro-Forma Gross Compressor Contract Revenues actually billed during such Collection Period.



     EXLPOP: EXLP Operating LLC, a limited liability company organized under the laws of the State
of Delaware and its successors and permitted assigns.



     Expected Final Payment Date: With respect to any Series, the date stated in the related
Supplement on which the principal balance of all of the Notes of such Series are expected to be
paid in full assuming that the full amount of all Scheduled Principal Payment Amounts of such
Series are paid on each Payment Date.



     Exterran: Exterran Holdings, Inc., a Delaware corporation, and its successors and permitted
assigns.



     Exterran Affiliate: Any one or more of Exterran or any Affiliate of Exterran.



     Fair Market Sales Value: With respect to any Compressor, any Compressor Related Asset or any
other applicable asset, an amount equal to the value which would be obtained in an arm’s length
transaction between an informed and willing purchaser under no compulsion to buy and an informed
and willing seller under no compulsion to sell such Compressor, Compressor Related Asset or other
applicable asset.



     Federal Reserve Board: The Board of Governors of the Federal Reserve System or any successor
thereto.



     Financial Assets: Any “financial asset,” as such term is defined in Section 8-102(9) of the
UCC.



Appendix A-24









 





     Free Cash Flow Event: The condition that will exist on any Payment Date if the Free Cash Flow
Limit, calculated as of the last day of the immediately preceding calendar month, is less than the
Aggregate Note Principal Balance as of such date of determination.



     Free Cash Flow Limit: As of any Payment Date, an amount equal to the product of (x) the Net
Revenue, calculated as of the last day of the immediately preceding calendar month, and (y) four
(4.0).



     General Intangibles: Any “general intangible,” as such term is defined in Section 9-106 of
the UCC.



     Generally Accepted Accounting Principles or GAAP: Those generally accepted accounting
principles and practices which are recognized as such by the American Institute of Certified Public
Accountants acting through its Accounting Principles Board or by the Financial Accounting Standards
Board or through other appropriate boards or committees thereof consistently applied as to the
party in question.



     Global Note: Either a Rule 144A Global Note or a Public Global Note.



     Goods: Any “goods,” as such term is defined in Section 9-102(a)(44) of the UCC.



     Governmental Authority: Any of the following: (a) any federal, state, county, municipal or
foreign government or political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any body or entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government, any court or arbitrator, and
any accounting board or authority (whether or not a part of government) which is responsible for
the establishment or interpretation of national or international accounting principles, in each
case whether foreign or domestic; (b) any governmental or quasi-governmental agency, authority,
board, bureau, commission, department, instrumentality or public body, (c) any court or
administrative tribunal; or (d) with respect to any Person, any arbitration tribunal or other
non-governmental authority to whose jurisdiction that Person has consented.



     Hedge Counterparty Required Rating: As applicable, (i) with respect to a Person as an issuer
or with respect to long-term senior unsecured debt of such Person, (a) ”A1” by Moody’s to the
extent such Person has a long-term rating only (for so long as any Series Notes are Outstanding
under the Indenture and are rated by Moody’s); or (b) ”A2” by Moody’s to the extent such Person has
both a long-term and short-term rating and the short-term rating is “P-1” (for so long as any
Series Notes are Outstanding under the Indenture and are rated by Moody’s); and (ii) with respect
to a Person as an issuer or with respect to the long-term senior unsecured debt of such Person,
BBB- by S&P or a short-term debt rating of “A-3” by S&P (for so long as any Series Notes are
Outstanding under the Indenture and are rated by S&P); provided that, should a Rating Agency effect
an overall downward adjustment of its short-term or long-term ratings, then the applicable Hedge
Counterparty Required Rating shall be downwardly adjusted accordingly; provided, further, that any
adjustment to the applicable Hedge Counterparty Required Rating pursuant to the preceding proviso
shall be subject to the prior written consent of the applicable Rating Agency.



     Hedging Requirements: Has the meaning set forth in Section 631(a) of the Indenture.



Appendix A-25









 





     Holder: See Noteholder.



     Impositions: Has the meaning set forth in Section 5.8 of the Management Agreement.



     Incentive Management Fee: For each Payment Date, one of the following amounts:




	 	(1)	 	if EXLP, any EXLP Affiliate or Caterpillar Inc. is then fulfilling the role of
the Manager on such Payment Date, an amount equal to the product of (x) twenty-five
percent (25%) and (y) the portion of the Available Distribution Amount for such Payment
Date available for the payment of the Incentive Management Fee in accordance with the
provisions of Section 302(d) or Section 302(e), as applicable, of the Indenture; or






	 	(2)	 	if EXLP, any EXLP Affiliate or Caterpillar Inc., is not then fulfilling the
role of the Manager, the amount designated as such to be set forth in a separate letter
agreement among the Issuer, EXLP and the Back-up Manager; provided, however, that (a)
the amount of such Incentive Management Fee must be approved in writing by the
Requisite Global Majority and (b) if the Manager shall fail to appoint a Back-up
Manager in accordance with the terms of the Related Documents, then the Requisite
Global Majority may (without the need of obtaining the consent of the Issuer or the
Manager) establish a market-based Incentive Management Fee with a Back-up Manager
appointed by the Requisite Global Majority.





     Indebtedness: With respect to any Person means, without duplication, (a) any obligation of
such Person for borrowed money, including, without limitation, (i) any obligation incurred through
the issuance and sale of bonds, debentures, notes or other similar debt instruments and (ii) any
obligation for borrowed money which is non-recourse to the credit of such Person but which is
secured by any asset of such Person, (b) any obligation of such Person on account of deposits or
advances, (c) any obligation of such Person for the deferred purchase price of any property or
services, except accounts payable arising in the ordinary course of such Person’s business, (d) any
obligation of such Person as lessee under a capital lease, (e) any Indebtedness of another secured
by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person
and (f) any obligation in respect of interest rate or foreign exchange hedging agreements.



     Indemnified Party: This term has the meaning set forth in Section 6.2 of the Back-up
Management Agreement.



     Indemnitee: Each of the Deal Agent, each Series Enhancer, the Indenture Trustee, each
Noteholder, each Interest Rate Hedge Provider, the Intercreditor Collateral Agent, each of their
respective Affiliates, and each of the successors and permitted assigns and each of the partners,
directors, officers, employees, servants and agents of each of the foregoing and of each such
Affiliate and of such successors and permitted assigns.



     Indemnity Amounts: Indemnity payments, reimbursement payments and payments in respect of
costs and expenses, in each case payable under any Related Document to the Noteholders (or their
related credit or liquidity providers), the Deal Agent, each Interest Rate



Appendix A-26









 







Hedge Provider, each Series Enhancer or any other Indemnitee for increased costs, funding
costs, breakage costs, taxes, costs, expenses or other indemnity or reimbursement payments.



     Indenture: The Indenture, dated as of October 13, 2009, among the Issuer, the Lessor and the
Indenture Trustee and all amendments thereof and supplements thereto, including, with respect to
any Series, the related Supplement.



     Indenture Trustee: The Person performing the duties of the Indenture Trustee under the
Indenture; initially, Wells Fargo Bank, National Association.



     Indenture Trustee Indemnified Amounts: Has the meaning set forth in Section 905 of the
Indenture.



     Indenture Trustee’s Fees: Has the meaning set forth in Section 905 of the Indenture.



     Independent Accountants: Either (i) any “Big 4” accounting firm, including Deloitte Touche or
(ii) any other independent certified public accountants of internationally recognized standing
selected by the Issuer and acceptable to the Requisite Global Majority.



     Independent Director: A director who is not a current or former employee, officer, director,
partner, member, or shareholder, creditor or customer of EXLP or any of its Affiliates and is not
related by blood or marriage to any such person and who has not received, and was not an employee,
officer, director, partner, member or shareholder of any Person that has received, from EXLP, any
EXLP Affiliate, or any Exterran Affiliate, in any year within the five (5) years immediately
preceding or any year during such director’s incumbency as an Independent Director, fees or other
income in excess of five percent (5%) of the gross income of such Person for any applicable year;
provided that, an Independent Director may serve in similar capacities for other special purpose
entities formed by EXLP or its Affiliates. As used in this defined term, “control”, including the
terms “controlling,” “controlled by” and “under common control with,” means the direct or indirect
possession of the power to direct or cause the direction of the management and policies of a
person, whether through the ownership of at least 10% of the voting securities, by contract or
otherwise. No resignation or removal of an Independent Director shall be effective until a
successor Independent Director has been elected to replace such Independent Director.



     Ineligible Collections: For any Collection Period and each Ineligible Contract, all Pro-Forma
Gross Compressor Contract Revenues, Net Compressor Sales Proceeds and Casualty Proceeds received in
respect of such Ineligible Contract.



     Ineligible Compressor: As of any date of determination, any Owner Compressor that is not then
classified as an Eligible Compressor.



     Ineligible Contract: As of any date of determination, any User Contract that is not then
classified as an Eligible Contract.



     Initial Commitment: With respect to any Noteholder of any Series, the aggregate initial
commitment of such Noteholder, expressed as a dollar amount, to purchase up to a specified



Appendix A-27









 







principal balance of all Notes of such Series, which commitment shall be set forth in the
related Supplement.



     Initial Purchaser: With respect to each Series of Notes, the Person(s) identified as such in
the related Supplement.



     Insolvency Law: The Bankruptcy Code or similar applicable law in any State or other
applicable jurisdiction.



     Insolvency Proceeding: Any Proceeding under any applicable Insolvency Law.



     Institutional Accredited Investor: One or more accredited investors of the types set forth in
clauses (a) (1), (2), (3) and (7) of Rule 501 under the Securities Act.



     Instruments: Any “instrument,” as such term is defined in Section 9-102(a)(47) of the UCC.



     Intellectual Property. Collectively, the Copyrights, the Copyright Licenses, the patents, the
Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets, and the Trade Secret
Licenses.



     Intercompany Note. A promissory note issued by the Lessor to the Issuer substantially in the
form of Exhibit D hereto, as amended, supplemented, amended and restated or otherwise
modified from time to time (x) in accordance with the provisions thereof and (y) in a manner which
does not amend provisions therein which are comparable to the provisions contained in Sections 1212
and 1218 of the Indenture.



     Intercreditor Agreement: The 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 thereof), among EXLPOP, the Issuer, the Manager, the
Indenture Trustee, the Bank Agent and the Intercreditor Collateral Agent; and



     Intercreditor Collateral Agent: This term has the meaning set forth in Section 1 of the
Intercreditor Agreement.



     Interest Accrual Period: With respect to a Payment Date, the period beginning with, and
including, the immediately preceding Payment Date and ending on the day immediately preceding such
Payment Date, or with respect to a Series of Notes, such other period as is specified in the
related Supplement.



     Interest Coverage Ratio: Has the meaning set forth in the Senior Secured Credit Agreement.



     Interest Payments: For each Series of Notes which are Outstanding on any Payment Date, the
aggregate amount of the “Interest Payments” (as defined in the related Supplement for such Series)
for such Payment Date.



Appendix A-28









 





     Interest Rate Hedge Provider: Any Eligible Interest Rate Hedge Counterparty or any
counterparty to a cap, collar or other hedging instrument permitted to be entered into pursuant to
the Indenture.



     Interest Rate Swap Agreement: An ISDA master swap agreement between the Issuer and the
Interest Rate Hedge Provider named therein, including any schedules and confirmations prepared and
delivered in connection therewith, pursuant to which interest rate swap transactions are documented
which provide that (i) the Issuer will receive payments from the Interest Rate Hedge Provider based
on LIBOR, (ii) the Issuer will make payments to the Interest Rate Hedge Provider based on a fixed
rate of interest and (iii) recourse by the Interest Rate Hedge Provider to the Issuer is limited to
the portion of the Collateral that is available for distribution to such Interest Rate Hedge
Provider pursuant to the Indenture.



     Inventory: Any “inventory,” as such term is defined in Section 9-102(a)(48) of the UCC.



     Investment: When used in connection with any Person, any investment by or of that Person,
whether by means of purchase or other acquisition of securities of any other Person or by means of
loan, advance, capital contribution, guaranty or other debt or equity participation or interest, or
otherwise, in any other Person, including any partnership and joint venture interests of such
Person in any other Person. The amount of any Investment shall be the original principal or capital
amount thereof less all returns of principal or equity thereon (and without adjustment by reason of
the financial condition of such other Person) and shall, if made by the transfer or exchange of
property other than cash, be deemed to have been made in an original principal or capital amount
equal to the fair market value of such property.



     Investment Letter: Has the meaning set forth in Section 205(h) of the Indenture.



     Investment Property: Has the meaning set forth in Section 9-102(a)(49) of the UCC.



     Issuer: EXLP ABS 2009 LLC, a limited liability company organized under the laws of the State
of Delaware, and its successors and permitted assigns.



     Issuer Collateral: Has the meaning set forth in the Granting Clause of the Indenture.



     Lease: The Equipment Master Rental Agreement and all schedules issued pursuant thereto,
between the Issuer and the Lessor, pursuant to which the Issuer leases the Owner Compressors from
the Lessor, as amended, supplemented, amended and restated or otherwise modified from time to time
(x) in accordance with the provisions thereof and (y) in a manner which does not amend provisions
therein which are comparable to the provisions contained in Sections 1212 and 1218 of the
Indenture.



     Legal Final Maturity Date: With respect to any Series, the date specified in the related
Supplement on which the unpaid principal balance of, and accrued interest on, all of the Notes of
such Series will be due and payable.



     Lessor: EXLP ABS Leasing 2009 LLC, a wholly-owned subsidiary of the Issuer and a Delaware
limited liability company and its successors and permitted assigns.



Appendix A-29









 





     Lessor Collateral: Has the meaning set forth in the Granting Clause of the Indenture.



     Liability Insurance: Has the meaning set forth in Section 5.7(a) of the Management Agreement.



     LIBOR: The London Interbank Offered Rate.



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



     Lien Claim: Has the meaning set forth in Section 4.2 of the Management Agreement.



     Limited Liability Company Agreement. The limited liability company agreement of EXLP ABS 2009
LLC or EXLP ABS Leasing 2009 LLC, as applicable, as such agreement shall be amended, supplemented
or modified from time to time in accordance with its term.



     Lockbox: A lockbox or post office box covered by a Lockbox Agreement.



     Lockbox Accounts: This term has the meaning set forth in Section 1 of the Intercreditor
Agreement.



     Lockbox Agreements: This term has the meaning set forth in Section 1 of the Intercreditor
Agreement.



     Loss, Damage or Destruction: This term shall have the meaning set forth in Section 640 of the
Indenture.



     MA Indemnified Party: Has the meaning set forth in Section 16.2 of the Management Agreement.



     Majority Holders: With respect to each Series of Notes, Noteholders representing more than
fifty percent (50%) (or such higher percentage as shall be set forth in the related Supplement) of
the then unpaid principal balance of all Notes of such Series (or, if such Series of Notes is a
Series of Warehouse Notes for which the Commitment Termination Date has not occurred, more than
fifty percent (50%) of the aggregate Existing Commitment for such Series).



     Management Agreement: Either or both, as the context may require, of (i) for so long as EXLP
is the Manager, the Management Agreement, dated as of October 13, 2009, among the Manager, the
Issuer, and the Lessor, as such agreement shall be amended, supplemented or modified from time to
time in accordance with its terms, and (ii) for all times not covered by clause (i), any management
agreement entered into between the Issuer and the Replacement Manager.



     Management Fee: For any Payment Date, an amount equal to the sum of (i) the Operations Fee,
(ii) the S&A Fee and (iii) any charges for Reimbursable Expenses, and to the extent then due and
payable pursuant to Section 11.1 of the Management Agreement, in each case to the extent that such
amount has not been previously withheld by, or otherwise paid to, the



Appendix A-30









 







Manager in accordance with the terms of the Related Document, but excluding any Excess S&A
Expenses and Excess Operations Expenses.



     Management Fee Rate: As of any date of determination, a percentage equal to the sum of the
then S&A Fee Rate and the Operations Fee Rate.



     Management Related Expenses: Any costs, expenses or fees paid or payable by the Issuer
pursuant to the Management Agreement (other than the indemnification amounts thereunder, Excess
Operations Expenses, Excess S&A Expenses, the Operations Fee, the S&A Fee, the Overhaul Fee, the
Incentive Management Fee and any amounts in respect of Reimbursable Expenses), including, without
limitation, costs, expenses and fees incurred under Sections 5.7, 9.3, and 9.9 thereof and costs,
expenses and fees incurred under the last sentence of Section 5.8 thereof.



     Management Replacement Date: This term shall have the meaning set forth in the Back-up
Management Agreement.



     Management Term: The term of the management, marketing, maintenance and other obligations of
the Manager and the Issuer under the Management Agreement with respect to any Owner Compressor,
which term shall commence as of the Closing Date and continue until terminated as provided in the
Management Agreement.



     Manager: The Person performing the duties of the Manager under the Management Agreement;
initially, EXLP.



     Manager Advance: Has the meaning set forth in Section 8.1(a) of the Management Agreement.



     Manager Default: The occurrence and continuance beyond any applicable notice and cure period
of any of the events or conditions set forth in Section 12.1 of the Management Agreement.



     Manager Malfeasance: Has the meaning set forth in Section 4.2 of the Management Agreement.



     Manager Report: A written informational statement in the form attached as Exhibit C to the
Management Agreement to be provided by the Manager in accordance with the Management Agreement and
furnished to the Indenture Trustee, the Deal Agent, each Series Enhancer and each Interest Rate
Hedge Provider.



     Manager Termination Date: The date on which a Manager Termination Notice is given.



     Manager Termination Notice: A written notice setting forth with specificity the section of
the Management Agreement which was breached and resulted in a Manager Default, to be provided to
the Manager by the Indenture Trustee pursuant to Section 405(a) of the Indenture, with a copy to
each Rating Agency, each Series Enhancer, the Deal Agent, each Interest Rate Hedge Provider and the
Back-up Manager.



Appendix A-31









 





     Mandatory Alteration: Has the meaning set forth in Section 5.9 of the Management Agreement.



     Material Adverse Change: Any set of circumstances or events (i) which is, or could reasonably
be expected to be, material and adverse to the business, financial condition, operations or
properties of either Contributor, EXLP, the Issuer, the Indenture Trustee or the Manager,
individually or taken together as a whole, (ii) which has had, or could reasonably be expected to
have, a material and adverse effect on the ability of any Person described in clause (i) to perform
its respective obligations under the Related Documents, or a material and adverse effect on
enforceability or validity of any Related Document or (iii) which has had, or could reasonably be
expected to have, a material and adverse effect on the rights and remedies of the Noteholders, any
Series Enhancer or the Indenture Trustee.



     Maximum Hedging Amount: Has the meaning set forth in Section 631(a) of the Indenture.



     Maximum Substitution Limit: As of any date of determination, an amount equal to the product
of (x) ten percent (10%) and (y) the total sum of the Appraised Values of all Owner Compressors as
of the last day of the immediately preceding calendar month, as reasonably adjusted for decreases
in the aggregate value of all Owner Compressors as the result of distributions qualified under
Section 648 of the Indenture. Such adjustment shall be subject to the approval (not to be
unreasonably withheld) of the Deal Agent.



     The following Compressors shall not be considered to be Substitute Compressors for the purpose
of calculating the amount set forth in clause (ii) above, and the Appraised Values of such
Compressors shall be excluded from such amount:




	 	(1)	 	any Additional Compressor sold to the Issuer pursuant to the provisions of
Section 2.01(a)(ii) of the Contribution Agreement;






	 	(2)	 	any Eligible Compressor transferred to the Issuer pursuant to the provisions of
Section 649(i)(A)-(D) of the Indenture;






	 	(3)	 	any Eligible Compressor transferred to the Issuer in connection with the mutual
maintenance and servicing provision set forth in Section 5.13 of the Management
Agreement;






	 	(4)	 	any Owner Compressor transferred by the Issuer to the holder of its Membership
Interests in accordance with the provision of Section 648(B) of the Indenture;
	 
	 	(5)	 	any Obsolete Compressor; and
	 
	 	(6)	 	any Owner Compressor subject to a Casualty Loss.





     Membership Interests: Has the meaning set forth in Section 2.01 of the Contribution
Agreement.



     Minimum Hedging Amount: Has the meaning set forth in Section 631(a) of the Indenture.



Appendix A-32









 





     Minimum Principal Payment Amount: On each Payment Date for each Series of Notes, an amount
equal to the excess of (i) the then unpaid principal balance of such Series of Notes then
Outstanding, over (ii) the Minimum Targeted Principal Balance for such Series of Notes for such
Payment Date.



     Minimum Targeted Principal Balance: For each Series of Notes for any Payment Date, the amount
identified as such in the related Supplement for such Payment Date.



     Money: Any “money” as defined in the UCC.



     Monthly Tape: An electronic data file containing the following information and any such other
information as may be mutually agreed by the Issuer, the Requisite Global Majority and the Manager:
(i) User name, address and telephone number, (ii) the Owner Compressor(s) used in providing
contract compression services to such User, (including the manufacturer thereof and the related
horsepower), (iii) the location of such Compressors, (iv) the monthly revenue for each User
Contract and (v) the monthly expenses related to each User Contract.



     Monthly Utilization Rate: For any calendar month, either, as applicable, (i) a fraction
(expressed as a percentage), the numerator of which is equal to (x) the total horsepower of the
Owner Compressors that generated revenue during the month, and the denominator of which is equal to
(y) the total horsepower of the Owner Compressors as of the last day of such calendar month; or
(ii) a fraction (expressed as a percentage), the numerator of which is equal to (x) the total
horsepower of the Other EXLP Compressors that generated revenue during the month, and the
denominator of which is equal to (y) the total horsepower of the Other EXLP Compressors as of the
last day of such calendar month.



     Moody’s: Moody’s Investors Services, Inc. and any successor.



     Net Book Value: With respect to an Owner Compressor, the net book value thereof determined in
accordance with GAAP as reflected on the books and records of the applicable Person.



     Net Compressor Sales Proceeds: With respect to each Owner Compressor sold by, or on behalf
of, the Issuer in accordance with the terms of the Related Documents, the net amount of the cash
proceeds from the sale of such Owner Compressor, after deducting from the gross cash proceeds of
such sale (i) all sales taxes and other Taxes as may be applicable to the sale or transfer of such
Owner Compressor, (ii) all out of pocket fees, costs and expenses of such sale reasonably incurred
by the Issuer in the case of a sale after the Legal Final Maturity Date, (iii) all discounts,
offsets, credits or deductions from such proceeds, and (iv) any other amounts for which, if not
paid, the Issuer would be liable as a result of such sale or which, if not paid, would constitute a
Lien on such Owner Compressor.



     Net Revenue: As of any date of determination, an amount equal to (A) the product of (i) the
annualized equivalent of the then Pro-Forma Gross Compressor Contract Revenues and (ii) a
percentage equal to the excess of (a) one hundred percent (100%) over (b) the Management Fee Rate
(stated as a percentage) then in effect, minus (B) the annualized equivalent of the amount of
Reimbursable Expenses (if any) actually paid during such month. For purposes of calculating Net
Revenue in connection with an advance under a Series of Warehouse Notes, any Eligible



Appendix A-33









 







Compressor to be acquired with the proceeds of such advance shall be included in such
calculation.



     Net Revenue Event: The condition that will exist on any Payment Date if the Net Revenue
Limit, calculated as of the last day of the preceding calendar month, is less than the Aggregate
Note Principal Balance as of such date of determination. Once a Net Revenue Event occurs, such Net
Revenue Event will continue until the earlier to occur of (x) the date on which such Net Revenue
Event is waived by the Requisite Global Majority and (y) subject to any restrictions or limitations
set forth in the Related Documents, the date on which a subsequent or revised Manager Report
indicates that such condition is no longer continuing.



     Net Revenue Limit: As of any date of determination, an amount equal to (i) the Net Revenue,
calculated as of the last day of the preceding calendar month, less the Excluded Net Revenues as of
such date of determination divided by (ii) the product of the Average Hedged Rate as of such date
of determination and 2.67.



     Note Owners: With respect to a Global Note, the Person who is the owner of such Global Note,
as reflected on the books of (i) the Depositary (a direct participant) or (ii) a Person maintaining
an account with the Depositary (an indirect participant), in each case in accordance with the rules
of the Depositary.



     Note Partial Termination Amount: With respect to any Payment Date, the amount of any early
termination or other unpaid amounts (excluding taxes, indemnities and similar amounts), and any
interest accrued thereon, payable to one or more Interest Rate Hedge Providers as a result of the
termination by the Issuer (in whole or in part) of one or more transactions under the Interest Rate
Swap Agreements such that, after giving effect to the termination of such Interest Rate Swap
Agreements (including any payments of principal on such Payment Date), the aggregate notional
amounts of all transactions under the Interest Rate Swap Agreements remaining in effect shall not
exceed the Maximum Hedging Amount.



     Note Purchase Agreement: With respect to any Series of Notes, any underwriting agreement or
note purchase agreement for the Notes of such Series.



     Note Register: The register maintained by the Indenture Trustee pursuant to Section 205 of
the Indenture.



     Note Registrar: Has the meaning as set forth in Section 205 of the Indenture.



     Noteholder or Holder: The Person in whose name a Note is registered in the Note Register.



     Notes: Any one of the promissory notes executed by the Issuer and authenticated by or on
behalf of the Indenture Trustee, substantially in the form attached to the related Supplement.



     Notice of Sole Control: An Exhibit to the Control Agreement.



     Obsolete Compressor: An Owner Compressor that, in the reasonable judgment of the Manager, is
no longer in the condition necessary to fulfill its intended purpose or due to changes



Appendix A-34









 







in technology or customer preference can no longer fulfill its intended purpose in an economic
manner. For clarification, an Obsolete Compressor includes a Compressor to be used to provide
spare parts or sold for scrap.



     OFAC: The Office of Foreign Assets Control of the United States Department of the Treasury.



     Officer’s Certificate: A certificate signed by a duly authorized officer of the Person who is
required to sign such certificate.



     Omnibus Agreement: The Amended and Restated Omnibus Agreement, dated as of August 20, 2007,
among Exterran, EESLP, Exterran GP, LLC, Exterran General Partner, L.P., EXLP, and EXLPOP, as it
may be amended, amended and restated, modified or supplemented from time to time in accordance with
its terms.



     Operations Fee: For any Payment Date one of the following amounts:




	 	(1)	 	if EXLP or any Affiliate thereof is then fulfilling the role of the Manager, an
amount equal to the then applicable EXLP Operations Fee; or






	 	(2)	 	at all times not covered by clause (1), the actual operating fees incurred by a
Replacement Manager in the Collection Period immediately preceding such Payment Date
with respect to the Owner Compressors (including any Impositions of the type described
in the first sentence of Section 5.8 of the Management Agreement); provided, however,
that to the extent that the amount set forth in this paragraph (2) exceeds an amount
equal to one hundred seventeen percent (117%) of the amount that would have otherwise
been payable pursuant to paragraph (1), then the amount of such excess shall be paid as
“Excess Operations Expenses”, in each case to the extent that all, or a portion of,
such amount has not been previously withheld by the Manager in accordance with the
terms of the Related Document.





     For all Owner Compressors that, to the best knowledge of the Manager, are then subject to a
continuing Casualty Loss, the Operations Fee shall be equal to zero.



     Operations Fee Rate: As of any date of determination, the excess of one (1) over the “gross
margin percentage”, as set forth in the most recent quarterly or annual consolidated financial
statement of EXLP delivered to the Indenture Trustee pursuant to the provisions of Section 629 of
the Indenture, as adjusted for the amounts which exceed the “Cost of Sales Limit” (if in effect) in
such financial statements.



     Opinion of Counsel: A written opinion of counsel, who, unless otherwise specified, may be
counsel employed by the Issuer, the Contributor or the Manager, in each case reasonably acceptable
to the Person or Persons to whom such Opinion of Counsel is to be delivered. The counsel rendering
such opinion may rely (i) as to factual matters on a certificate of a Person whose duties relate to
the matters being certified and (ii) insofar as the opinion relates to local law matters, upon
opinions of local counsel.



Appendix A-35









 





     Optional Alteration: This term shall have the meaning set forth in Section 638 of the
Indenture.



     Organizational Documents: With respect to any Person, any certificate of incorporation,
charter, by-laws, memorandum of association, partnership agreement, limited liability company
agreement, certificate of formation of a limited liability company, certificate of limited
partnership, certificate of trust, trust agreement or other agreement or instrument under which
such Person is formed or organized, and which established the legal personality of such Person
under Applicable Law, and any amendment to any of the foregoing



     Other EXLP Compressors: As of any date of determination, all of the EXLP Compressors other
than the Owner Compressors.



     Other Taxes: Has the meaning set forth in Section 206(b) of the Series 2009-1 Supplement
dated as of the Closing Date by and between the Issuer and the Indenture Trustee.



     Outstanding: When used with reference to the Notes and as of any particular date, any Note
theretofore and thereupon being authenticated and delivered except:




	 	(1)	 	any Note canceled by the Indenture Trustee or proven to the satisfaction of the
Indenture Trustee to have been duly canceled by the Issuer at or before said date;






	 	(2)	 	any Note, or portion thereof, called for payment or redemption for which monies
equal to the principal amount or redemption price thereof, as the case may be, with
interest to the date of maturity or redemption, shall have theretofore been deposited
with the Indenture Trustee (whether upon or prior to maturity or the redemption date of
such Note);






	 	(3)	 	any Note in lieu of or in substitution for which another Note shall
subsequently have been authenticated and delivered; and






	 	(4)	 	for voting purposes only, any Note held by the Issuer, the Contributor, EXLP,
or any Affiliate of any such Person.





Notwithstanding the foregoing, any Note on which any portion of principal or interest has been paid
by a Series Enhancer pursuant to an Enhancement Agreement shall be Outstanding until the Series
Enhancer has been reimbursed in full therefor in accordance with the related Enhancement Agreement.



     Outstanding Obligations: As of any date of determination an amount equal to the sum of (i)
the then unpaid principal balance of, and all accrued and unpaid interest payable on, all Notes,
(ii) all other amounts (including Indemnity Amounts) owing to Noteholders or to any other Person
under the Related Documents, including, without limitation, any amounts (including Reimbursement
Amounts) owed to any Series Enhancer under any Insurance Agreement, Policy or any other Related
Document, (iii) all amounts payable by the Issuer under any Interest Rate Swap Agreement (including
without limitation, all termination amounts and breakage costs), and (iv) any premium payable to
any Holder with respect to any Series.



Appendix A-36









 





     Overdue Rate: For any Series of Notes, the interest rate per annum set forth in the
Supplement.



     Overhaul Fee: For any Payment Date and with respect to any capitalized maintenance,
modifying, repackaging and/or overhauls of the Owner Compressors, during the immediately preceding
calendar month under Section 5.6(b) of the Management Agreement, an amount equal to the sum (to the
extent that all or a portion of such amount has not been previously withheld by the Manager in
accordance with the terms of the Related Documents) of (y) materials, supplies and parts at the
Manager’s actual out-of-pocket cost therefor and (z) labor at hourly rates established by the
Manager from time to time; provided that such costs and rates are reasonable and consistent with
industry expenses for such services. Such hourly rates shall be based upon the Manager’s direct
costs of labor plus amounts for the Manager’s plant or facility overhead based on the Manager’s job
cost system for allocating overhead.



     Overhaul Policy: The overhaul policy of EXLP initially specified in Exhibit D to the
Management Agreement and subsequently reported in accordance with the terms of the Management
Agreement.



     Owner Compressor SG&A Limit: A dollar amount equal to the product of (A) the total horsepower
of all Owner Compressors and (B) the quotient obtained by dividing (i) the SG&A Limit then in
effect by (ii) the total horsepower of all of the EXLP Compressors.



     Owner Compressors: As of any date, all Compressors that are either owned by the Issuer,
leased by the Issuer from the Lessor under the Lease as of such date, or owned by the Lessor but
not subject to the Lease as of such date (including, without limitation, all Contributed
Compressors).



     Owner Lien Claim Amount: Has the meaning set forth in Section 4.2 of the Management
Agreement.



     Ownership Interests: An ownership interest in a Global Note.



     Parent: With respect to any Person, any corporation, association, partnership, limited
liability company, joint venture or other business entity which owns or controls, directly or
indirectly, more than fifty percent (50%) of the voting stock or other voting equity interests in
such Person.



     Payment Date: With respect to any Series, the twenty-seventh (27th) day of each calendar
month (or if such day is not a Business Day, the next succeeding Business Day) commencing on
November 27, 2009.



     Payment Intangibles: Any “payment intangibles,” as such term in defined in Section
9-102(a)(61) of the UCC.



     Permitted Below DV Compressors: As of any date of determination, any Owner Compressor that
(i) is then subject to a User Contract, (ii) such User Contract contains a contractual purchase
option in favor of such User, (iii) the Net Compressor Sales Proceeds to be received by the Issuer
upon any exercise of such purchase option is less than the Depreciated



Appendix A-37









 







Value of such Owner Compressor as of the Payment Date immediately preceding the applicable
date on which such purchase is to be consummated and (iv) the Depreciated Value of such Owner
Compressor, in the aggregate with the Depreciated Values of all other Permitted Below DV
Compressors, does not exceed the Aggregate Five Percent Limit. For purposes of applying clause
(iv), each affected User Contract will be considered individually in chronological order (i.e.,
oldest to most recent) based on the date of such User Contract.



     Permitted Encumbrance: With respect to the Collateral, any or all of the following:




	 	(1)	 	Liens for taxes, assessments or other governmental charges or levies not yet
due or which are being contested in good faith by appropriate Proceedings and for which
adequate reserves have been maintained;






	 	(2)	 	with respect to the Owner Compressors, carriers’, warehousemen’s, mechanics’,
suppliers’, vendors’, workmen’s, repairmen’s, employees’, or other like Liens arising
in the ordinary course of business for amounts not yet due or which are being contested
in good faith by appropriate Proceedings;
	 
	 	(3)	 	any Lien created by any Related Document;






	 	(4)	 	with respect to the Owner Compressors, each Lease and each User Contracts with
respect thereto entered into in the ordinary course of business;






	 	(5)	 	with respect to the Owner Compressors, the rights of others under each Lease
and each User Contracts expressly permitted by the terms of the Indenture; and






	 	(6)	 	pre-judgment Liens for claims against the Issuer or any User permitted under
the Indenture which are contested in good faith and Liens arising out of judgments or
awards against the Issuer or any permitted User with respect to which an appeal or
proceeding for review is being prosecuted in good faith and to which a stay of
execution has been obtained pending such appeal or review;




provided that, any Proceedings of the type described in clauses (1) and (2) above: (A) could not
be reasonably expected to subject the Issuer, the Indenture Trustee or any Noteholder to any civil
or criminal penalty or liability, (B) do not involve a material danger of the sale, forfeiture or
loss of the affected items of Collateral and (C) adequate reserves are provided by the Manager in
accordance with its general practice, for the payment of such Liens.




     Person: An individual, a partnership, a limited liability company, a corporation, a joint
venture, an unincorporated association, a joint-stock company, a trust, or other entity or a
Governmental Authority.



     Plan: An “employee benefit plan,” as defined in Section 3(3) of ERISA or a “Plan” within the
meaning of Section 4975(e)(1) of the Code.



     Predecessor Compressor: Has the meaning set forth in Section 3.04 of the Contribution
Agreement.



Appendix A-38









 





     Premium: With respect to any Series of Notes having the benefit of an Enhancement Agreement,
the amount identified as such in the related Supplement.



     Prepayments: Any mandatory or optional prepayment of principal of any Series of Notes prior
to the Legal Final Maturity Date of such Series of Notes including, without limitation, any
prepayment pursuant to Section 702 of the Indenture.



     Principal Terms: With respect to any Series, (i) the name or designation of such Series; (ii)
the initial principal amount of the Notes to be issued for such Series (or method for calculating
such amount); (iii) the interest rate (including the Applicable Debt Margin) and any commitment fee
to be paid with respect to such Series (or method for the determination thereof); (iv) the Payment
Date and the date or dates from which interest shall accrue and principal shall be paid; (v) the
designation of any Series Accounts and the terms governing the operation of any such Series
Accounts; (vi) the terms of the Series Enhancement with respect thereto and the related premium
payable with respect to such Series Enhancement, if any; (vii) the Expected Final Payment Date and
the Legal Final Maturity Date for the Series; (viii) the subordination of any future Series to the
existing Series; and (ix) the designation of such Series as either Warehouse Notes or Term Notes.



     Proceeding: Any suit in equity, action at law, or other judicial or administrative
proceeding.



     Proceeds: “Proceeds,” as such term is defined in Section 9-102(a)(64) of the UCC.



     Pro-Forma Gross Compressor Contract Revenues: As of any date of determination, an amount
equal to the sum of all amounts billed to any User during the immediately preceding Collection
Period related to the use of Eligible Compressors, either from contract compression services or
rental contracts; provided, however, that there shall be excluded from such calculation all
contract compression payments owing by any User for whom more than twenty percent (20%) (measured
by Dollar value) of the unpaid contract compression payments owing by such User are more than one
hundred twenty (120) days past due unless such unpaid amounts are (i) administrative in nature or
(ii) are subject to a bona fide dispute with the User and are not the result of credit problems of
the User.



     Prohibited Below DV Compressor: As of any date of determination, any Owner Compressor that
(i) is then subject to a User Contract, (ii) such User Contract contains a contractual purchase
option in favor of such User, (iii) the Net Compressor Sales Proceeds to be received by the Issuer
upon any exercise of such purchase option are less than the Depreciated Value of such Owner
Compressor as of the Payment Date immediately preceding such exercise date, and (iv) such Owner
Compressor is not a Permitted Below DV Compressor.



     Property Insurance: Has the meaning set forth in Section 5.7 of the Management Agreement.



     Prospective Owner: Has the meaning set forth in Section 208 of the Indenture.



     Prospective Trigger Event: The existence of any event or condition which, with the giving of
notice or the passage of time or both, would constitute a Trigger Event.



Appendix A-39









 





     Public Global Notes: A Book Entry Note evidencing all or part of an issuance of Notes
registered under the Securities Act and to which the provisions of Article II of the Indenture
shall apply.



     Purchase Account: The account established by and held in the name of the Indenture Trustee
for the benefit of the Noteholders, each Interest Rate Hedge Provider and each Series Enhancer
pursuant to Section 313 of the Indenture.



     Purchase Criteria: With respect to each purchase of a Compressor(s) by the Issuer with funds
on deposit in the Purchase Account, all of the following as of the applicable Purchase Date:




          (1) the Issuer and the Manager determine in good faith that such purchase of such
Compressor(s) is in the best interests of the Issuer;




          (2) such purchase price of the Compressor(s) being purchased does not exceed the then
fair market value of the Compressor(s) purchased and reflects an Appraised Value;




          (3) the Additional Compressor Criteria is satisfied with respect to such Compressor(s);




          (4) the Minimum Targeted Principal Balance and Scheduled Targeted Principal Balance for
all Series of Notes shall have been adjusted by the Targeted Adjustment Amount in accordance
with the terms of the Indenture; and




          (5) no Prospective Trigger Event or Trigger Event exists immediately prior to, or
following, such purchase.



     Purchase Date: Each day on which the Issuer acquires an Additional Compressor with funds on
deposit in the Purchase Account.



     Qualified Institutional Buyer: Has the meaning as defined in Rule 144A of the Securities Act.



     Rated Institutional Noteholder: An institutional Noteholder that has (or, if a Conduit Lender
has a liquidity provider, the liquidity provider that has) long term unsecured debt obligations
that are then rated “BBB-” or better by S&P and “Baa3” or better by Moody’s.



     Rating Agency or Rating Agencies: With respect to any outstanding Series or Class of Notes,
each statistical rating agency, if any, selected by the Issuer with the approval of the Deal Agent
for such Series to rate such Series or Class and that has an outstanding rating with respect to
such Series or Class.



     Rating Agency Condition: With respect to any action to be taken or proposed action to be
taken requiring review by the Rating Agency, shall mean that each Rating Agency shall have notified
the Issuer, the Manager, each related Series Enhancer, each Interest Rate Hedge Provider, each Deal
Agent and the Indenture Trustee in writing that such action will not result in



Appendix A-40









 







a reduction or withdrawal of any rating at issuance of any Notes which are outstanding with
respect to which it is a Rating Agency, including any underlying rating issued to a Series Enhancer
of such Notes as if such Notes were issued without the benefit of any credit enhancement provided
by such Series Enhancer. So long as no Series of Notes shall be rated by any Rating Agency, any
reference in any Related Document to the “Rating Agency Condition” or to the approval of the Rating
Agencies shall be deemed to be a requirement for prior approval by the Requisite Global Majority.



     Record Date: With respect to any Payment Date, the last Business Day of the month preceding
the month in which the related Payment Date occurs, except as otherwise provided with respect to a
Series in the related Supplement. For Notes issued in book entry form, the last Business Day
preceding the Payment Date.



     Records: All contracts and other documents, books, records and other information (including
without limitation, computer programs, tapes, disks, punch cards, data processing software and
related property and rights) maintained with respect to any Compressor and/or any related
Compressor Related Assets which the transferor of such Compressor has itself generated and in which
the Issuer has acquired an interest pursuant to the Related Documents.



     Reimbursable Expenses: The sum of (i) to the extent not reimbursed in another fee category,
all Impositions (as defined in section 5.8 of the Management Agreement) including, but not limited
to, sales and use, excise and similar taxes imposed on the Issuer or Lessor, but excluding property
taxes, and (ii) direct continuing obligations owed by the Issuer and paid by the Manager or paid on
its behalf, including, without limitation, payment of the employee salaries of the Issuer, its
lease payments, bank fees, and professional fees, subject to an aggregate limit for this clause
(ii) of $75,000 per month.



     Reimbursement Amounts: Has the meaning set forth in the applicable Enhancement Agreement.



     Related Contributed Assets: With respect to any Compressor to be contributed to, substituted
into, or acquired by, as the case may be, the Issuer pursuant to the terms of the Contribution
Agreement, all Compressor Related Assets with respect to such Compressor.



     Related Documents: Any and all of the Indenture, the Supplement, the Series Notes, the
Management Agreement, the Back-up Management Agreement, the Contribution Agreement, the Compressor
Transfer Certificate, all Note Purchase Agreements, all Interest Rate Swap Agreements, the Lease,
each Enhancement Agreement, the Control Agreement, the Intercreditor Agreement, the Blocked Account
Agreement, the Intercompany Notes and any and all other agreements, documents and instruments
executed and delivered by or on behalf or in support of the Issuer with respect to the issuance and
sale of the Series Notes, as any of the foregoing may from time to time be amended, modified,
supplemented or renewed; provided, the Back-up Management Agreement shall not be deemed to be a
“Related Document” until such time as the Back-up Management Agreement shall have been duly
executed and delivered by the parties thereto.



Appendix A-41









 





     Related Sold Assets: With respect to any Sold Compressor to be sold by the Contributor to the
Issuer pursuant to the Compressor Transfer Certificate, all Compressor Related Assets with respect
to such Sold Compressor.



     Replacement Manager: Any Person appointed to replace the Manager as manager of the Owner
Compressors pursuant to the provisions of Section 12.2 of the Management Agreement.



     Requisite Global Majority: This term shall have the meaning set forth in Section 209 of the
Indenture.



     Responsible Officer: With respect to any Person other than the Indenture Trustee, the chief
executive officer, the president, the chief financial officer, the senior vice president, the
executive vice president, the chief operating officer, the treasurer, any assistant treasurer, or
the vice president of finance and accounting of such Person and any delegate of any of the
foregoing with respect to monthly certificate and swaps, and with respect to the Indenture Trustee,
an officer in the Corporate Trust Services Department of Wells Fargo Bank, National Association
with responsibility for this transaction.



     Rule 144A: Rule 144A under the Securities Act, as such Rule may be amended from time to time.



     Rule 144A Global Notes: A Note evidencing all or a part of an issuance of the Notes,
registered in the name of the Depositary or its nominee, and delivered to the Depositary pursuant
to the Depositary’s instruction, in accordance with Section 202 of the Indenture and bearing the
legend prescribed in Section 202 of the Indenture.



     Run-time Credit Ratio: As of any date of determination, a fraction (expressed as a
percentage) the numerator of which is equal to the aggregate run-time credits issued by the Manager
to Users of the Owner Compressors during the three (3) immediately preceding calendar months and
the denominator of which is the contract payments which were actually billed by the Manager with
respect to the Owner Compressors subject to a User Contract during the three (3) immediately
preceding calendar months.



     S&A Fee: For any Payment Date, the S&A Fee then due and payable pursuant to Section 11.1 of
the Management Agreement, in each case to the extent that all or a portion of such amount has not
been previously withheld by or otherwise paid to the Manager in accordance with the terms of the
Related Document, calculated as follows:




	 	(1)	 	if EXLP or any Affiliate thereof is then fulfilling the role of the Manager,
the S&A Fee shall be an amount equal to the then applicable EXLP S&A Fee; provided,
however, that to the extent that any adjustment to the EXLP S&A Fee pursuant to Section
11.2(c) of the Management Agreement results in an increase in the EXLP S&A Fee in
excess of the increase in the Producer Price Index for the one year period ending on
the date of such adjustment (plus two percent (2%) while no Trigger Event is continuing
and zero at all other times), then the S&A Fee shall be capped at an amount equal to
such EXLP S&A Fee as increased by the increase in the Producer Price Index (plus two
percent (2%) while no Trigger Event is continuing and zero at all other times) and the
amount by which the




Appendix A-42









 






	 	 	 	EXLP S&A Fee exceeds such increase in the increase in Producer Price Index (plus two
percent (2%) while no Trigger Event is continuing and zero at all other times) shall
be classified and paid as “Excess S&A Expenses”; or






	 	(2)	 	if EXLP or any Affiliate thereof is not then fulfilling the role of the Manager
the actual selling and administrative fees incurred by a Replacement Manager in the
Collection Period immediately preceding such Payment Date with respect to the Owner
Compressors; provided, however, that to the extent that the amount set forth in this
paragraph (2) exceeds an amount equal to one hundred seventeen percent (117%) of the
amount that would have been payable pursuant to paragraph (1) above, then the amount of
such excess shall be classified and paid as “Excess S&A Expenses”.





     S&A Fee Rate: The S&A Fee Rate on the Closing Date shall be ten and one-half percent
(10.50%), which percentage shall be adjusted annually thereafter in accordance with the provisions
of Section 11.2(b) of the Management Agreement.



     S&P: Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. and any
successor.



     SG&A Limit: This term shall have the meaning assigned to such term in the Omnibus Agreement.



     Sale: Has the meaning set forth in Section 816 of the Indenture.



     Sanctioned Country: A country subject to a sanctions program identified on the list
maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/programs, or as
otherwise published from time to time.



     Sanctioned Person: Any of the following currently or in the future: (i) a person named on the
list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at
http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or (ii) (A) an agency of the government of
a Sanctioned Country, (B) an organization controlled by a Sanctioned Country or (C) a person
resident in a Sanctioned Country, to the extent the agency, organization, or person is subject to a
sanctions program administered by OFAC.



     Scheduled Principal Payment Amount: On each Payment Date for each Series of Notes, the amount
equal to the excess, if any, of (i) the then unpaid principal balance of such Series of Notes
(after giving effect to any payment of the Minimum Principal Payment Amount for such Series of
Notes for such Payment Date) over (ii) the Scheduled Targeted Principal Balance for such Series of
Notes for such Payment Date.



     Scheduled Targeted Principal Balance: For each Series of Notes for each Payment Date, the
amount identified as such in the related Supplement for such Payment Date.



     Secured Obligations: This term has the meaning set forth in the Granting Clause of the
Indenture.



Appendix A-43









 





     Securities Account: Has the meaning set forth in Section 8-501(a) of the UCC.



     Securities Act: The Securities Act of 1933, as amended from time to time.



     Securities Entitlement: Has the meaning set forth in Section 8-102(17) of the UCC.



     Securities Intermediary: Has the meaning set forth in Section 8-102(a)(14) of the UCC.



     Securitization Collateral: This term has the meaning set forth in the Intercreditor
Agreement.



     Securitization Collections: This term has the meaning set forth in the Intercreditor
Agreement.



     Security: Has the meaning set forth in Section 2(1) of the Securities Act.



     Senior Secured Credit Agreement: The 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, as amended by First Amendment to Loan Documents, dated as of May
8, 2009, by and among the parties, and as such senior secured credit agreement may be further
amended, modified, restated or supplemented.



     Series: Any series of Notes established pursuant to a Series Supplement.



     Series 2009-1 Notes: The Series of Notes issued by the Issuer on the Closing Date and
designated as such.



     Series Account: Any deposit, trust, escrow or similar account maintained for the benefit of
the Noteholders of any Series as specified in the related Supplement.



     Series Enhancement: The rights and benefits provided to the Noteholders of any Series
pursuant to any surety bond, financial guaranty insurance policy, insurance agreement or other
similar arrangement.



     Series Enhancer: With respect to a Series of Notes, if any, benefiting from Series
Enhancement, this term shall have the meaning set forth in the related Supplement.



     Series Enhancer Commitment Fees: With respect to any Series of Warehouse Notes that have the
benefit of an Enhancement Agreement, the amount identified as such in the related Supplement, if
any.



     Series Issuance Date: With respect to any Series, the date on which the Notes of such Series
are originally issued in accordance with Section 1006 of the Indenture and the related Supplement.



Appendix A-44









 





     Series Noteholders: With respect to any Series of Notes, the Person(s) reflected in the Note
Register as being a registered owner of a Note.



     Series Notes: See Series.



     Series Supplement: A Supplement to the Indenture pursuant to which a Series of Notes is
established.



     Services Standard: A level of care, diligence and skill consistent with generally accepted
industry standards; or if the Manager is EXLP or an EXLP Affiliate, the higher of (i) the standard
set forth above and (ii) the standards which EXLP or an EXLP Affiliate employs with respect to
Other EXLP Compressors of similar type, model or age.



     Sold Compressor: A Compressor sold or contributed by the Contributor to the Issuer.



     State: Any state of the United States of America and, in addition, the District of Columbia.



     Status Report: This term has the meaning set forth in Section 3.3(c) of the Back-up
Management Agreement.



     Subsidiary: A subsidiary of a Person means any corporation, association, partnership, limited
liability company, joint venture or other business entity of which more than fifty percent (50.0%)
of the voting stock or other equity interests (in the case of Persons other than corporations) is
owned or controlled directly or indirectly by such Person, or one or more of the Subsidiaries of
such Person, or a combination thereof.



     Substitute Compressor: Has the meaning set forth in Section 4.02 of the Contribution
Agreement.



     Substitution Date: Each day on which a Substitute Compressor is substituted for a Predecessor
Compressor in accordance with the terms of the Contribution Agreement.



     Supplement: Any supplement to the Indenture executed in accordance with Article X of the
Indenture.



     Supplemental Principal Payment Amount: On any Payment Date is equal to one of the following
amounts: (i) prior to the occurrence and continuance of a Trigger Event, an amount equal to the
excess (if any) of the Aggregate Note Principal Balance (after giving effect to the payment on such
Payment Date of Minimum Principal Payment Amounts and Scheduled Principal Payment Amounts for all
Series of Notes, to the extent actually paid (or available to be paid after giving effect to the
payment of all amounts senior pursuant to Section 302 of the Indenture)) over the Asset Base, and
(ii) after the occurrence and continuance of a Trigger Event, an amount equal to the remaining
Available Distribution Amount available on that Payment Date after paying amounts senior pursuant
to Section 302 of the Indenture.



     Supporting Obligations: Any “supporting obligations,” as such term in defined in Section
9-102(a)(77) of the UCC.



Appendix A-45









 





     Systems Data: This term has the meaning set forth in Section 2.2(b) of the Back-up Management
Agreement.



     Targeted Adjustment Amount: For any specified Collection Period, is equal to the excess of
(X) the product of (i) the Advance Rate, and (ii) the excess of (a) the sum of the Depreciated
Values of all Owner Compressors that were released from the Lien of the Indenture during the
immediately preceding Collection Period as the result of a Casualty Loss, condemnation, transfer,
sale, substitution or other exchange permitted pursuant to the terms of the Related Documents other
than a distribution permitted under Section 648 of the Indenture, over (b) the sum of (i) the
Depreciated Values of all Owner Compressors that became subject to the Lien of the Indenture during
the immediately preceding Collection Period as the result of a purchase, contribution, substitution
or other exchange permitted pursuant to the terms of the Related Documents and (ii) the change
(positive or negative) in amounts on deposit in the Purchase Account on the last day of the
immediately preceding Collection Period (as compared to the last day of the Collection Period
preceding such Collection Period) over (Y) the aggregate unpaid principal balance on the last day
of the immediately preceding Collection Period of all Warehouse Notes for which no Commitment
Termination Date has occurred; provided, however, that the Targeted Adjustment Amount shall not be
less than zero (0).



     Tax and Taxes: Any and all present and future fees (including license, documentation and
registration fees), taxes (including income, gross receipt, sales, rental, use, turnover, value
added, property (tangible and intangible), excise and stamp taxes), Other Taxes, licenses, levies,
imposts, duties, recording charges or fees, charges, assessments and withholdings of any nature
whatsoever, together with any and all assessments, penalties, fines, additions thereto and interest
thereon, in each case imposed by any Governmental Authority or other taxing authority (other than
those arising out of the applicable Indemnitee’s negligence).



     Term Note: Any Note that pays principal and interest on each Payment Date from and after its
Series Issuance Date.



     Top Users: Those Users with the largest percentage of Eligible Compressors based on the total
horsepower (measured as of a Concentration Measurement Date) of the Eligible Compressors contracted
to such Users.



     Transaction Accounts: The Trust Account, the Purchase Account, each Series Account and the
ABS Lockbox Account, collectively.



     Transition Plan: This term has the meaning set forth in Section 2.2(a) of the Back-up
Management Agreement.



     Trigger Event: The occurrence and continuance beyond any applicable grace or cure period of
any of the following events or conditions: (i) a Manager Default, (ii) an Event of Default, (iii)
an Undercollateralization Event, (iv) a Net Revenue Event or (v) a Free Cash Flow Event.



     Trust Account: The account established by and held in the name of the Indenture Trustee for
the benefit of the Noteholders, each Interest Rate Hedge Provider, and each Series Enhancer
pursuant to Section 302 of the Indenture.



Appendix A-46









 





     UCC: The Uniform Commercial Code as the same may, from time to time, be in effect in the
State of New York; provided, however, in the event that, by reason of mandatory provisions of law,
any or all of the attachment, perfection or priority of the Indenture Trustee’s security interest
in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other
than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect from
time to time in such other jurisdiction for purposes of the provisions hereof relating to such
attachment, perfection of priority and for purposes of definitions related to such provisions.



     UCC Contracts: All contracts, undertakings, franchise agreements or other agreements (other
than rights evidenced by Chattel Paper, Documents or Instruments), arising out of or in any way
related to the Owner Compressors or the Notes, in or under which the Issuer may now or hereafter
have any right, title or interest, including, without limitation, the Management Agreement, the
Contribution Agreement, the Compressor Transfer Certificate, any Interest Rate Swap Agreements and
any related agreements, security interests or UCC or other financing statements and, with respect
to an Account, any agreement relating to the terms of payment or the terms of performance thereof.



     United States: The United States of America.



     Undercollateralization Event: The condition that will exist on any Payment Date if (x) the
Aggregate Note Principal Balance as of such Payment Date (measured after giving effect to any
advances and/or principal payments to be made on the Notes on such Payment Date and sale and
contribution of Eligible Compressors on or prior to such Payment Date), exceeds (y) the sum of (i)
the Debt Limit as of such Payment Date (measured after giving effect to acquisitions and
dispositions of Owner Compressors to be made on or prior to such Payment Date) and (ii) the product
of (A) the sum of (a) the product of (I) the Excess Customer Concentration Amount and (II) the
Aggregate Depreciated Value, (b) the product of (I) the Excess 499 H/P Amount and (II) the sum of
the Depreciated Values of those Owner Compressors with 100 or more horsepower but not more than 499
horsepower and (c) the product of (I) the Excess 999 H/P Amount and (II) the sum of the Depreciated
Values of those Owner Compressors with 500 or more horsepower but not more than 999 horsepower, in
each case measured as of such Payment Date, and (B) the Advance Rate.



     Once an Undercollateralization Event occurs, such Undercollateralization Event shall continue
until the earlier to occur of (i) the date on which such Undercollateralization Event is waived by
the Requisite Global Majority and (ii) subject to the limitations and restrictions set forth in the
Related Documents, the date on which a subsequent or revised Manager Report indicates that such
condition is no longer continuing.



     US $ or US Dollars: The lawful currency of the United States of America.



     User: Any Person who contracts for contract compression services or compressor rentals, which
services or rentals utilize an Owner Compressor from the Issuer or the Manager, acting on behalf of
the Issuer.



Appendix A-47









 





     User Contract: Any Contract for contract compression services or any Contract renting one or
more Owner Compressors entered into between the Issuer (or the Manager acting on behalf of the
Issuer) and a User.



     Warehouse Notes: Any Series of Notes that by its terms has a revolving period during which
periodic payments of principal on such Series of Notes are not scheduled to be paid.



     Weighted Average Age: As of any date of determination, an amount equal to the sum, for each
Eligible Compressor, of a fraction, the numerator of which is equal to the product of (x) the
number of years (or portion thereof) elapsed from the date on which such Eligible Compressor was
originally built and (y) the number of horsepower in such Eligible Compressor, and the denominator
of which is equal to the total number of horsepower for all Eligible Compressors; provided,
however, that for purposes of Section 649 of this Indenture, the Weighted Average Age shall be
determined solely on the basis of all Predecessor Compressors or Substitute Compressors, as the
case may be, actually transferred on such Substitution Date in accordance with Section 649 of this
Indenture and Section 4.02 of the Contribution Agreement.



     Wells Fargo Bank: Wells Fargo Bank, National Association, a national association, and its
successors and permitted assigns.



     Wells Fargo Securities: Wells Fargo Securities, LLC, a Delaware limited liability company,
and its successors and permitted assigns.




Appendix A-48









 








Schedule 1 — Perfection Certificate — Issuer




EXLP ABS 2009 LLC




     The undersigned, an authorized representative of EXLP ABS 2009 LLC (the “Issuer”)
hereby certifies, with reference to the Indenture, dated as of October 13, 2009 (the
“Indenture”), among the Issuer, EXLP ABS Leasing 2009 LLC and Wells Fargo Bank, National
Association, as Indenture Trustee, as follows:



     1. Name. The exact legal name of the Issuer as that name appears on its Certificate
of Formation and other organizational documents, is as follows:




EXLP ABS 2009 LLC



     2. Other Identifying Factors.




	 	(a)	 	The following is the mailing address of the Issuer:
	 
	 	 	 	16666 Northchase Drive

Houston, Texas 77060
	 
	 	(b)	 	If different from its mailing address, the Issuer’s place of business or, if
more than one, its chief executive office is located at the following address:
	 
	 	 	 	N/A
	 
	 	(c)	 	The following is the type of organization of the Issuer:
	 
	 	 	 	Limited Liability Company
	 
	 	(d)	 	The following is the jurisdiction of the Issuer’s organization:
	 
	 	 	 	Delaware
	 
	 	(e)	 	The following is the Issuer’s state issued organizational identification
number:
	 
	 	 	 	4714701





     3. Other Names, Etc. The following is a list of all other names (including trade
names or similar appellations) used by the Issuer, or any other business or organization to which
the Issuer became the successor by merger, consolidation, acquisition, change in form, nature or
jurisdiction of organization or otherwise, now or at any time during the past five years.




N/A



     4. Unusual Transactions. Except for those purchases, acquisitions and other
transactions described on Schedule 1 attached hereto, all of the Collateral consists of goods which
have been acquired by the Issuer in the ordinary course from a person in the business of selling
goods of that kind, now or at any time during the past five years.



 









 





     IN WITNESS WHEREOF, this instrument is executed by the undersigned as of October 13, 2009.



	 	 	 	 	 	 	 
	 	 	EXLP ABS 2009 LLC	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:
	 	David S. Miller	 	 
	 

	 	Title:
	 	Vice President and Chief 

Financial Officer	 	 







 









 








Schedule 1




Purchases, Acquisitions and Other Transactions




[None]




 









 





Schedule 2 — Perfection Certificate — Lessor




EXLP ABS LEASING 2009 LLC




     The undersigned, an authorized representative of EXLP ABS Leasing 2009 LLC (the
“Lessor”) hereby certifies, with reference to the Indenture, dated as of October 13, 2009
(the “Indenture”), among EXLP ABS 2009 LLC, the Lessor and Wells Fargo Bank, National
Association, as Indenture Trustee, as follows:



     1. Name. The exact legal name of the Lessor as that name appears on its Certificate
of Formation and other organizational documents, is as follows:




EXLP ABS Leasing 2009 LLC



     2. Other Identifying Factors.




	 	(a)	 	The following is the mailing address of the Lessor:
	 
	 	 	 	16666 Northchase Drive

Houston, Texas 77060
	 
	 	(b)	 	If different from its mailing address, the Lessor’s place of business or, if
more than one, its chief executive office is located at the following address:
	 
	 	 	 	N/A
	 
	 	(c)	 	The following is the type of organization of the Lessor:
	 
	 	 	 	Limited Liability Company
	 
	 	(d)	 	The following is the jurisdiction of the Lessor’s organization:
	 
	 	 	 	Delaware
	 
	 	(e)	 	The following is the Lessor’s state issued organizational identification
number:
	 
	 	 	 	4714702





     3. Other Names, Etc. The following is a list of all other names (including trade
names or similar appellations) used by the Lessor, or any other business or organization to which
the Lessor became the successor by merger, consolidation, acquisition, change in form, nature or
jurisdiction of organization or otherwise, now or at any time during the past five years.




N/A



     4. Unusual Transactions. Except for those purchases, acquisitions and other
transactions described on Schedule 1 attached hereto, all of the Collateral consists of goods which
have been acquired by the Lessor in the ordinary course from a person in the business of selling
goods of that kind, now or at any time during the past five years.



 









 





     IN WITNESS WHEREOF, this instrument is executed by the undersigned as of October 13, 2009.



	 	 	 	 	 	 	 
	 	 	EXLP ABS Leasing 2009 LLC	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:
	 	David S. Miller	 	 
	 

	 	Title:
	 	Vice President and Chief 
Financial Officer	 	 






 









 





Schedule 1




Purchases, Acquisitions and Other Transactions




[None]