exv10w1






Exhibit 10.1




FIRST AMENDMENT

TO

FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT




     This First Amendment (this “Amendment”) to the First Amended And Restated Omnibus Agreement
(the “Omnibus Agreement”) is entered into on, and effective as of, July 30, 2008 (the “Effective
Date”), and is by and among Exterran Holdings, Inc., a Delaware corporation (“Exterran”), Exterran
Energy Solutions, L.P., a Delaware limited partnership (“EES”), Exterran GP LLC, a Delaware limited
liability company formerly named UCO GP, LLC (“GP LLC”), Exterran General Partner, L.P., a Delaware
limited partnership formerly named as UCO General Partner, L.P. (the “General Partner”), Exterran
Partners, L.P., a Delaware limited partnership (the “Partnership”) and EXLP Operating LLC (the
“Operating Company”). The above-named entities are sometimes referred to in this Agreement each as
a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall
have the meaning given thereto in the Omnibus Agreement.



RECITALS




     A. The Parties, together with Exterran, Inc., a Texas corporation, (“EI”), entered into the
Omnibus Agreement on, and effective as of August 20, 2007.



     B. As a result of a reorganization that occurred on May 31, 2008 (the “Reorganization”), EI
was merged with and into EES.



     C. The Parties desire to amend Section 3.2(a) of the Omnibus Agreement to (i) increase
the maximum selling, general and administrative costs that may be allocated to the Partnership to
take into account the contribution of certain compression services agreements and compression
equipment (the “New Assets”) to the Partnership in the transaction (the “Transaction”) set forth in
that certain Contribution, Conveyance and Assumption Agreement by and among Exterran, Hanover
Compressor Company, Hanover Compression General Holdings, LLC, EES, Exterran ABS 2007 LLC, Exterran
ABS Leasing 2007 LLC, EES Leasing LLC, EXH GP LP LLC, GP LLC, EXH MLP LP LLC, the General Partner,
the Operating Company, EXLP Leasing LLC and the Partnership, dated as of June 25, 2008 (the
“Contribution Agreement”) and (ii) reflect the results of the Reorganization.



     D. The Parties desire to amend Section 3.2(b) of the Omnibus Agreement to increase the
maximum Cost of Sales per Average Horsepower that may be allocated to the Partnership Group to take
into account the New Assets.



     E. The Parties desire to restate Schedules A, B, C and D of the Omnibus Agreement to reflect
the Exterran Customers, Exterran Overlapping Customers, Partnership Customers and Partnership
Overlapping Customers, respectively, upon consummation of the Transaction.



     F. The Conflicts Committee of the Board of Directors of GP LLC has approved the form, terms
and substance of this Amendment in accordance with the requirements set forth in Sections
3.2(a) and (b) of the Omnibus Agreement.



 









 





     FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledge, the Parties hereby agree as follows:



     1. Omnibus Agreement Amendment.




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




     “ “Limit Period” means the period commencing on July 1, 2008 and ending on December 31,
2009.”




     (b) The definition of “Cost of Sales” in Section 1.1 of the Omnibus Agreement
is hereby replaced in its entirety with the following:




     “ “Cost of Sales” means any costs incurred of the type included in the “Cost of sales
(excluding depreciation expense)” line item in the consolidated statement of operations of
the Partnership prepared in accordance with GAAP, as applied as of the Effective Date.”




     (c) The Omnibus Agreement is hereby amended by replacing Section 3.2(a) in its
entirety with the following:




“Notwithstanding Section 3.1, the amount that the Exterran Entities are entitled to receive
from the Partnership Group pursuant to Section 3.1 for selling, general and administrative
costs during any particular quarter commencing with the quarter in which the Transaction is
consummated during the Limit Period shall not exceed $6.0 million (the “SG&A Limit”);
provided, that with respect to the quarter during which the Transaction is consummated, it
means the sum of (i) the product of $4.75 million multiplied by a fraction of which the
numerator is the number of days in such period prior to consummation of the Transaction and
of which the denominator is 91 or 92 as applicable and (ii) the product of $6.0 million
multiplied by a fraction of which the numerator is the number of days in such period on and
after consummation of the Transaction and of which the denominator is 91 or 92 as
applicable. The SG&A Limit shall be reduced by any cash selling, general and administrative
costs incurred directly by the Partnership Group during the applicable period. In the event
that during the Limit Period the Partnership Group makes any additional acquisitions of
assets or businesses or the business of the Partnership Group otherwise expands after
consummation of the Transaction, then the Parties shall negotiate in good faith any
appropriate increase in the SG&A Limit in order to account for any adjustments in the nature
and extent of the selling, general and administrative services provided by the Exterran
Entities to the Partnership Group, with any such increase in the SG&A Limit subject to the
approval of the Conflicts Committee.”




     (d) The Omnibus Agreement is hereby amended by replacing Section 3.2(b) in its
entirety with the following:




“Notwithstanding Section 3.1, the amount that the Exterran Entities are entitled to receive
from the Partnership Group pursuant to Section 3.1 for Cost of Sales during any



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particular quarter during the Limit Period shall not exceed $21.75 times the Average
Horsepower of the Partnership Group during such quarter (the “Cost of Sales Limit”). The
Cost of Sales Limit shall be reduced by any Cost of Sales incurred directly by the
Partnership Group during the applicable period. In the event that during the Limit Period
the Partnership Group makes any additional acquisitions of assets or businesses or the
business of the Partnership Group otherwise expands after the Effective Date, then the
Parties shall negotiate in good faith any appropriate increase in the Cost of Sales Limit in
order to account for any adjustments in the Cost of Sales of the Partnership Group (on a per
horsepower basis) as a result of such acquisition or expansion, with any such increase in
the Cost of Sales Limit subject to the approval of the Conflicts Committee.”




     (e) The Omnibus Agreement is hereby amended by deleting all references to EI and by
replacing all references to UCO LLC with references to GP LLC.




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



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



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



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     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth
above.



	 	 	 	 	 
	 	EXTERRAN HOLDINGS, INC.

 	 
	 	By:  	 /s/
Daniel K. Schlanger	 
	 	 	Name:  	Daniel K. Schlanger 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	EXTERRAN ENERGY SOLUTIONS, L.P.

 	 
	 	By:  	EES GP, L.P.
 	 
	 	 	its general partner 	 
	 	 	 	 
	 	 	 
	 	By:  	          Hanover Compressor Company
 	 
	 	 	its general partner 	 
	 
	 	 	 
	 	By:  	
 /s/ Stephen A. Snider	 
	 	 	Name:  	Stephen A. Snider 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	EXTERRAN GP LLC

 	 
	 	By:  	 /s/
Daniel K. Schlanger	 
	 	 	Name:  	Daniel K. Schlanger 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	EXTERRAN GENERAL PARTNER, L.P.

 	 
	 	By:  	Exterran GP LLC,
 	 
	 	 	its general partner 	 
	 	 	 	 
	 	By:  	
 /s/ Daniel K. Schlanger	 
	 	 	Name:  	Daniel K. Schlanger 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	EXTERRAN PARTNERS, L.P.

 	 
	 	By:  	Exterran General Partner, L.P.,
 	 
	 	 	its general partner 	 
	 	 	 	 
	 	By:  	Exterran GP LLC,
 	 
	 	 	its general partner 	 
	 
	 	 	 	 
	 	By:  	/s/ Daniel K. Schlanger
 	 
	 	 	Name:  	Daniel K. Schlanger 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	EXLP OPERATING LLC

 	 
	 	By:  	Exterran Partners, L.P.,
 	 
	 	 	its sole member 	 
	 	 	 	 
	 	By:  	                 Exterran General Partner, L.P.,
 	 
	 	 	its general partner 	 
	 	 	 	 
	 	By:  	                 Exterran GP LLC,
 	 
	 	 	its general partner 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/ Daniel K. Schlanger
 	 
	 	 	Name:  	Daniel K. Schlanger 	 
	 	 	Title:  	Senior Vice President