exh10_2.htm


    Exhibit
10.2

     

    
 

    Exterran
Partners, L.P.

     

    Long-Term
Incentive Plan

     

    Amendment
No. 2 to Grant of Options

     

    Grantee:

     

    Original
Grant Date:

     

    Original Option
Grant Amount:

     

    Amendment
Date:

     

    


     

    
      	
              1.  

            	
              Amendment
      of Options.  The grantee named above (the “Grantee”) and
      Exterran GP LLC on behalf of Exterran General Partner, L.P. (the
      “Company”) hereby agree to amend pursuant to this Amendment No. 2 to Grant
      of Options (this “Amendment”) the original grant agreement in respect of
      the grant of options to purchase Common Units (“Units”) of
      Exterran Partners, L.P. described above (the “Options”), as amended
      through the date hereof (the “Grant Agreement”).  Except as
      otherwise provided in this Amendment, the terms and conditions of the
      Grant Agreement shall remain in full force and effect.  In the
      event of any conflict between the terms of this Amendment and the Exterran
      Partners, L.P. Long-Term Incentive Plan (the “Plan”), the Plan shall
      control.  Capitalized terms used but not defined in this
      Amendment shall have the meaning attributed to such terms under the Plan,
      unless the context requires
otherwise.

            


    

     

    
      	
              2.  

            	
              Payment
      upon Exercise.  Upon the exercise of the Options, at the
      election of the Company, the Company shall (a) transfer Units to the
      Grantee pursuant to the terms of the Grant Agreement, (b) make a cash
      payment to the Grantee equal to the excess of the aggregate Fair Market
      Value of the Units as to which the Options are exercised over the sum of
      (1) the aggregate purchase price of the Units as to which the Options are
      exercised and (2) any amounts the Company or any of its Affiliates may
      require to meet its withholding obligations under such applicable law or
      (c) take any combination of the actions described in clauses (a) and (b)
      above.

            


    

     

    
      	
              3.  

            	
              Binding
      Effect.  This Amendment shall be binding upon and inure
      to the benefit of any successors to the Company and all persons lawfully
      claiming under you.

            


    

     

    
      	
              4.  

            	
              Entire
      Agreement.  This
      Amendment and the Grant Agreement constitute the entire agreement of the
      parties with regard to the subject matter hereof, and contain all the
      covenants, promises, representations, warranties and agreements between
      the parties with respect to the
Options.

            


    

     

    
      	
              5.  

            	
              Modifications.  Except
      as provided below, any modification of this Amendment shall be effective
      only if it is in writing and signed by both you and an authorized officer
      of the Company.  However, the Company may make any change to
      this Amendment that is not adverse to your rights under this
      Amendment.

            


    

     

    
      	
              6.  

            	
              Governing
      Law.  This Amendment shall be governed by, and construed
      in accordance with, the laws of the State of Delaware, without regard to
      conflicts of laws principles
thereof.

            


    

     

    IN WITNESS WHEREOF, the
Company has caused this Amendment to be executed by its duly authorized officer
all effective as of the day and year first above written.

     

    Exterran General Partner,
L.P.,

    by its general partner

    


    Exterran GP LLC

    


     

    By:              

    Name:

    Title:                                                                             

     

    


    


    Agreed to
and accepted:

    


    


    Grantee

    


    


    By:              

    Name: