exv10w4






Exhibit 10.4




EXECUTION VERSION




Pledge Agreement



Dated as of



July 8, 2011



Made by



THE PLEDGORS LISTED ON THE SIGNATURE PAGES HEREOF



in Favor of



WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent 



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I Definitions
	 	 	1	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Other Definitional Provisions
	 	 	3	 
	 
	 	 	 	 
	ARTICLE II Grant of Security Interest
	 	 	3	 
	 
	 	 	 	 
	Section 2.01 Grant of Security Interest
	 	 	3	 
	Section 2.02 Transfer of Pledged Securities
	 	 	3	 
	Section 2.03 No Subrogation
	 	 	4	 
	Section 2.04 Amendments, Etc. With Respect to the Obligations
	 	 	4	 
	Section 2.05 Waivers
	 	 	5	 
	Section 2.06 Pledge Absolute and Unconditional
	 	 	5	 
	Section 2.07 Reinstatement
	 	 	7	 
	 
	 	 	 	 
	ARTICLE III Representations and Warranties
	 	 	7	 
	 
	 	 	 	 
	Section 3.01 Title; No Other Liens
	 	 	7	 
	Section 3.02 Perfected First Priority Liens
	 	 	7	 
	Section 3.03 Pledgor Information
	 	 	7	 
	Section 3.04 Pledged Securities
	 	 	8	 
	Section 3.05 Truth of Information
	 	 	8	 
	 
	 	 	 	 
	ARTICLE IV Covenants
	 	 	8	 
	 
	 	 	 	 
	Section 4.01 Maintenance of Perfected Security Interest; Further Documentation
	 	 	8	 
	Section 4.02 Changes in Locations, Name, Etc.
	 	 	8	 
	Section 4.03 Pledged Securities
	 	 	9	 
	Section 4.04 Article 8 of the UCC
	 	 	10	 
	 
	 	 	 	 
	ARTICLE V Remedial Provisions
	 	 	10	 
	 
	 	 	 	 
	Section 5.01 UCC and Other Remedies
	 	 	10	 
	Section 5.02 Proceeds
	 	 	12	 
	Section 5.03 Pledged Securities
	 	 	12	 
	Section 5.04 Private Sales of Pledged Securities
	 	 	14	 
	Section 5.05 Deficiency
	 	 	14	 
	Section 5.06 Non-Judicial Enforcement
	 	 	14	 
	 
	 	 	 	 
	ARTICLE VI The Administrative Agent
	 	 	15	 
	 
	 	 	 	 
	Section 6.01 Administrative Agent’s Appointment as Attorney-in-Fact, Etc.
	 	 	15	 
	Section 6.02 Duty of Administrative Agent
	 	 	16	 
	Section 6.03 Filing of Financing Statements
	 	 	17	 
	Section 6.04 Authority of Administrative Agent
	 	 	17	 
	 
	 	 	 	 
	ARTICLE VII Subordination of Obligations
	 	 	17	 
	 
	 	 	 	 
	Section 7.01 Subordination of All Pledgor Claims
	 	 	17	 
	Section 7.02 Claims in Bankruptcy
	 	 	17	 
	Section 7.03 Payments Held in Trust
	 	 	18	 






 









 






	 	 	 	 	 
	 	 	Page
	Section 7.04 Liens Subordinate
	 	 	18	 
	 
	 	 	 	 
	ARTICLE VIII Miscellaneous
	 	 	18	 
	 
	 	 	 	 
	Section 8.01 Waiver
	 	 	18	 
	Section 8.02 Notices
	 	 	18	 
	Section 8.03 Amendments in Writing
	 	 	18	 
	Section 8.04 Successors and Assigns
	 	 	19	 
	Section 8.05 Survival; Revival; Reinstatement
	 	 	19	 
	Section 8.06 Counterparts; Integration; Effectiveness; Conflicts
	 	 	19	 
	Section 8.07 Severability
	 	 	20	 
	Section 8.08 Governing Law; Submission to Jurisdiction
	 	 	20	 
	Section 8.09 Headings
	 	 	21	 
	Section 8.10 Acknowledgments
	 	 	21	 
	Section 8.11 Additional Equity Interests
	 	 	22	 
	Section 8.12 Additional Pledgors
	 	 	22	 
	Section 8.13 Releases
	 	 	22	 
	Section 8.14 Acceptance
	 	 	23	 






ANNEXES:





	I	 	Form of Pledged Securities Supplement
	 
	II	 	Form of Additional Pledgor Supplement





SCHEDULES:





	1	 	Notice Addresses of Pledgors
	 
	2	 	Description of Pledged Securities
	 
	3	 	Filings and Other Actions Required to Perfect Security Interests
	 
	4	 	Location of Jurisdiction of Organization and Chief Executive Office




 









 











     This PLEDGE AGREEMENT, dated as of July 8, 2011, is made by THE PLEDGORS LISTED ON THE
SIGNATURE PAGES HEREOF (the “Pledgors” and each individually, a “Pledgor”), in
favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity,
together with its successors in such capacity, the “Administrative Agent”), for the lenders
and other financial institutions (the “Lenders”) from time to time party to the Senior
Secured Credit Agreement dated of even date herewith (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among EXH, as Borrower (the
“Borrower”), the Administrative Agent, the Lenders and other Agents party thereto.



     WHEREAS, the Borrower has requested that the Lenders provide certain loans to the Borrower and
extensions of credit on behalf of the Borrower and its Restricted Subsidiaries;



     WHEREAS, the Lenders have agreed to make such loans and extensions of credit subject to the
terms and conditions of the Credit Agreement; and



     WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective
extensions of credit to the Borrower and its Restricted Subsidiaries under the Credit Agreement
that the Pledgors shall have executed and delivered this Agreement to the Administrative Agent for
the ratable benefit of the Secured Parties (as defined below);



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



ARTICLE I

DEFINITIONS




     Section 1.01 Definitions.



          (a) As used in this Agreement, each term defined above shall have the meaning indicated above.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have
the meanings given to them in the Credit Agreement.




          (b) The following terms have the following meanings:




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



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



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



     “Collateral” has the meaning assigned to such term in Section 2.01.



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



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     “Issuers” means the collective reference to each issuer of Pledged Securities.



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



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



     “Pledged Securities” means: (a) the Equity Interests described or referred to in
Schedule 2 (as the same may be supplemented from time to time pursuant to a Supplement in
substantially the form of Annex I); and (b) (i) the certificates or instruments, if any,
representing such Equity Interests, (ii) all dividends (cash, Equity Interests or otherwise), cash,
instruments, rights to subscribe, purchase or sell and all other rights and Property from time to
time received, receivable or otherwise distributed in respect of or in exchange for any or all of
such Equity Interests, (iii) all replacements, additions to and substitutions for any of the
Property referred to in this definition, including, without limitation, claims against third
parties, (iv) the proceeds, interest, profits and other income of or on any of the Property
referred to in this definition, (v) all security entitlements in respect of any of the foregoing,
if any, and (vi) all books and records relating to any of the Property referred to in this
definition.



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



     “Pledgor Claims” has the meaning assigned to such term in Section 7.01.



     “Proceeds” means all “proceeds” as such term is defined in Section 9.102(65) of the
UCC and, in any event, shall include, without limitation, all dividends or other income from the
Pledged Securities, collections thereon or distributions or payments with respect thereto.



     “Secured Documents” means, collectively, the Credit Agreement, the other Loan
Documents, each Secured Hedging Agreement, each Secured Treasury Management Agreement and any other
documents made, delivered or given in connection with any of the foregoing.



     “Secured Hedging Agreement” means any Hedging Agreement between any Borrower or its
Restricted Subsidiary and any Secured Hedging Provider.



     “Secured Parties” means collectively, the Administrative Agent, each Issuing Bank,
each Lender, each Secured Hedging Provider and each Secured Treasury Management Counterparty.



     “Secured Treasury Management Agreement” means any Treasury Management Agreement
between any Borrower or its Restricted Subsidiary and any Secured Treasury Management Counterparty.



     “Securities Act” means the Securities Act of 1933, as amended.



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     “UCC” means the Uniform Commercial Code as from time to time in effect in the State of
Texas; provided, however, that, in the event that, by reason of mandatory provisions of law, any of
the attachment, perfection or priority of the Secured Parties’ security interest in any Collateral
is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of
Texas, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other
jurisdiction for purposes of the provisions hereof relating to such attachment, perfection, the
effect thereof or priority and for purposes of definitions related to such provisions.



     Section 1.02 Other Definitional Provisions.



          (a) The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import when
used in this Agreement shall refer to this Agreement as a whole and not to any particular provision
of this Agreement, and Section and Schedule references are to this Agreement unless otherwise
specified.




          (b) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.




          (c) Where the context requires, terms relating to the Collateral or any part thereof, when
used in relation to a Pledgor, refer to such Pledgor’s Collateral or the relevant part thereof.




ARTICLE II

GRANT OF SECURITY INTEREST




     Section 2.01 Grant of Security Interest. Each Pledgor hereby pledges, assigns and
transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the
ratable benefit of the Secured Parties, a security interest in all Pledged Securities now owned or
at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in
the future may acquire any right, title or interest (collectively, the “Collateral”), as
collateral security for the prompt and complete payment and performance when due (whether at the
stated maturity, by acceleration or otherwise) of the Obligations.


Each reference to Collateral or to any relevant type or item of Property constituting Collateral
shall be deemed to exclude (i) the Equity Interests owned by any Obligor or a Restricted Subsidiary
in a Joint Venture to the extent (but only to the extent) (A) the Organization Documents of such
Joint Venture or any other agreement relating to such Joint Venture prohibit the granting of a Lien
on such Equity Interests or (B) such Equity Interests in such Joint Venture are otherwise pledged
as collateral as permitted by Section 9.02(g) of the Credit Agreement, provided
however, if any of the foregoing conditions cease to be in effect for any reason, then the
Equity Interests in such Joint Venture shall automatically be subject to the lien and security
interest pursuant to this Agreement, (ii) any assets, or more than 65% of the capital stock, of any
CFC, (iii) more than 65% of the Equity Interests of any Excepted Subsidiary, and (iv) the Equity
Interests in, and any Property of, any ABS Subsidiary and (x) the GP Interests and IDRs.




     Section 2.02 Transfer of Pledged Securities. Except as set forth on Schedule
2, any certificates or instruments representing or evidencing the Pledged Securities shall be
delivered to and held pursuant hereto by the Administrative Agent or a Person designated by the



3









 




Administrative Agent and shall be in suitable form for transfer by delivery, or shall be
accompanied by duly executed instruments of transfer or assignment in blank; provided that no such
certificates or instruments issued by an Issuer that is a CFC or Excepted Subsidiary shall be
required to be delivered to the extent prohibited due to a Governmental Requirement.
Notwithstanding the preceding sentence, at the Administrative Agent’s discretion, all Pledged
Securities must be delivered or transferred in such manner as to permit the Administrative Agent to
be a “protected purchaser” to the extent of its security interest as provided in Section 8.303 of
the UCC (if the Administrative Agent otherwise qualifies as a protected purchaser). During the
continuance of an Event of Default, the Administrative Agent shall have the right, at any time in
its discretion and without notice, to transfer to or to register in the name of the Administrative
Agent or any of its nominees any or all of the Pledged Securities, subject only to the revocable
rights specified in Section 5.03. In addition, during the continuance of an Event of Default, the
Administrative Agent shall have the right at any time to exchange certificates or instruments
representing or evidencing Pledged Securities for certificates or instruments of smaller or larger
denominations.




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



     Section 2.04 Amendments, Etc. With Respect to the Obligations. Each Pledgor shall
remain obligated hereunder, and such Pledgor’s obligations hereunder shall not be released,
discharged or otherwise affected, notwithstanding that, without any reservation of rights against
any Pledgor and without notice to, demand upon or further assent by any Pledgor (which notice,
demand and assent requirements are hereby expressly waived by such Pledgor), (a) any demand for
payment of any of the Obligations made by any Secured Party may be rescinded by such Secured Party
or otherwise and any of the Obligations continued; (b) the Obligations, the liability of any other
Person upon or for any part thereof or any collateral security or pledge or guarantee therefor or
right of offset with respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or released by, or any
indulgence or forbearance in respect thereof granted by, any Secured Party; (c) any Secured
Document may be amended, modified, supplemented, restated, replaced or terminated, in whole or in
part, as the applicable Secured Parties may deem advisable from time to time; (d) any collateral
security, pledge, guarantee or right of offset at any time held by any Secured Party for the
payment of the Obligations may be sold, exchanged, waived, surrendered, restated, replaced or
released; (e) any additional guarantors, makers or endorsers of the Obligations may from time to
time be obligated on the Obligations or any additional security



4









 




or collateral for the payment and performance of the Obligations may from time to time secure
the Obligations; and (f) any other event shall occur which constitutes a defense or release of
sureties generally. No Secured Party shall have any obligation to protect, secure, perfect or
insure any Lien at any time held by it as security for the Obligations or for the pledge and
security grants contained in this Article II or any Property subject thereto.




     Section 2.05 Waivers. Each Pledgor hereby waives any and all notice of the creation,
renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by any
Secured Party upon the pledge and security grants contained in this Article II or acceptance of the
pledge and security grants contained in this Article II; the Obligations, and any part thereof,
shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended,
amended or waived, in reliance upon the pledge and security grants contained in this Article II and
no notice of creation of the Obligations or any extension of credit already or hereafter contracted
by or extended to the Borrower need be given to any Pledgor; and all dealings between the Borrower
and any of the Pledgors, on the one hand, and the Secured Parties, on the other hand, likewise
shall be conclusively presumed to have been had or consummated in reliance upon the pledge and
security grants contained in this Article II. Each Pledgor waives diligence, presentment, protest,
demand for payment and notice of default or nonpayment to or upon the Borrower or any of the
Pledgors with respect to the Obligations.



     Section 2.06 Pledge Absolute and Unconditional.



          (a) Except as provided in Section 8.13, each Pledgor understands and agrees that the pledge
and security grant contained in this Article II is, and shall be construed as, a continuing,
complete, absolute and unconditional pledge and security grant, and each Pledgor hereby waives any
defense of a surety or guarantor or any other obligor on any obligations arising in connection with
or in respect of any of the following and hereby agrees that its Obligations hereunder shall not be
discharged or otherwise affected as a result of, any of the following:




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



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



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



               (iv) any sale, lease, assignment, exchange, conveyance or transfer of any or all of the assets
of the Borrower or any other Pledgor, or any changes in the shareholders of the Borrower or any
other Pledgor;



5









 





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



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



               (vii) the absence of any attempt to collect the Obligations or any part thereof from any Pledgor;



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



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



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




6









 








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



ARTICLE III

REPRESENTATIONS AND WARRANTIES




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



     Section 3.01 Title; No Other Liens. Except for Excepted Liens described in clauses
(a), (b), (h), (l) and (n) of such definition and the security interest granted to the
Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement or
the other Security Instruments, such Pledgor is the record and beneficial owner of its respective
items of the Collateral free and clear of any and all Liens and has the power to transfer each item
of the Collateral in which a Lien is granted by it hereunder, free and clear of any Lien. Except
with respect to Excepted Liens described in clauses (a), (b), (h), (l) and (n) of such definition,
no financing statement or other public notice with respect to all or any part of the Collateral is
on file or of record in any public office, except such as have been filed in favor of the
Administrative Agent, for the ratable benefit of the Secured Parties, pursuant to this Agreement or
the other Security Instruments.



     Section 3.02 Perfected First Priority Liens. Except with respect to Equity Interests
in Foreign Subsidiaries, the security interests granted pursuant to this Agreement (a) upon the
completion of the filings and the other actions specified on Schedule 3 constitute valid
perfected security interests in all of the Collateral in favor of the Administrative Agent, for the
ratable benefit of the Secured Parties, as collateral security for the Obligations, enforceable in
accordance with the terms hereof against all creditors of such Pledgor and any Persons purporting
to purchase any Collateral from such Pledgor and (b) are prior to all other Liens on the Collateral
in existence on the date hereof, except, in each case, for Liens expressly permitted by the Credit Agreement.



     Section 3.03 Pledgor Information. On the date hereof, the correct legal name of such
Pledgor, such Pledgor’s jurisdiction of organization and organizational number, and the location(s)
of such Pledgor’s chief executive office or sole place of business are specified on Schedule 4.



7









 





     Section 3.04 Pledged Securities. The Pledged Securities required to be pledged
hereunder and under the Credit Agreement by such Pledgor are listed in Schedule 2. The
shares of Pledged Securities pledged by such Pledgor hereunder constitute all of the Equity
Interests owned by such Pledgor in each Issuer that is a Domestic Subsidiary (other than an
Excepted Subsidiary) and 65% of all of the Equity Interests owned by such Pledgor in each Issuer
(except as otherwise noted on Schedule 2) that is a Foreign Subsidiary or an Excepted
Subsidiary. All the shares of the Pledged Securities have been duly and validly issued and are
fully paid and nonassessable.



     Section 3.05 Truth of Information. All information with respect to the Collateral set
forth in any schedule or certificate at any time heretofore or hereafter furnished by such Pledgor
to the Administrative Agent is and will be true and correct in all material respects as of the date furnished.



ARTICLE IV

COVENANTS




     Each Pledgor covenants and agrees with the Administrative Agent and the Secured Parties that,
from and after the date of this Agreement until Payment in Full:



     Section 4.01 Maintenance of Perfected Security Interest; Further Documentation.
Except as set forth in the Credit Agreement, including, without limitation, any merger,
consolidation, liquidation, sale, assignment, transfer or other disposition permitted by Section
9.02(g), 9.06, 9.08 or 9.11 of the Credit Agreement, each Pledgor agrees that:



          (a) it shall maintain the security interest created by this Agreement as a perfected security
interest having at least the priority described in Section 3.02 and shall defend such security
interest against the claims and demands of all Persons whomsoever;




          (b) it will furnish to the Administrative Agent and the Lenders from time to time statements
and schedules further identifying and describing the Collateral and such other reports in
connection with the Collateral as the Administrative Agent may reasonably request, all in
reasonable detail; and




          (c) at any time and from time to time, upon the written request of the Administrative Agent,
and at the sole expense of such Pledgor, it will promptly and duly execute and deliver, and have
recorded, such further instruments and documents and take such further actions as the
Administrative Agent may reasonably deem necessary for the purpose of obtaining or preserving the
full benefits of this Agreement and of the rights and powers herein granted, including, without
limitation, the delivery of certificated securities and the filing of any financing or continuation
statements under the UCC (or other similar domestic laws) in effect in any jurisdiction with
respect to the security interests created hereby.




     Section 4.02 Changes in Locations, Name, Etc. Such Pledgor recognizes that financing
statements pertaining to the Collateral have been or may be filed where such Pledgor is organized.
Without limitation of Section 8.03 of the Credit Agreement or any other covenant herein, such
Pledgor will not cause or permit any change in its (a) corporate name, (b) its identity or
corporate structure, (c) its jurisdiction of organization or its organizational identification



8









 




number in such jurisdiction of organization or (d) its federal taxpayer identification number,
unless, in each case, such Pledgor shall have first (i) notified the Administrative Agent of such
change prior to the effective date of such change, and (ii) taken all action reasonably requested
by the Administrative Agent for the purpose of maintaining the perfection and priority of the
Administrative Agent’s security interests under this Agreement. In any notice furnished pursuant
to this Section 4.02, such Pledgor will expressly state in a conspicuous manner that the notice is
required by this Agreement and contains facts that may require additional filings of financing
statements or other notices for the purposes of continuing perfection of the Administrative Agent’s
security interest in the Collateral.




     Section 4.03 Pledged Securities. In the case of each Pledgor, such Pledgor agrees that:



          (a) except as set forth on Schedule 2, if such Pledgor shall become entitled to
receive or shall receive any stock certificate (including, without limitation, any certificate
representing a stock dividend or a distribution in connection with any reclassification, increase
or reduction of capital or any certificate issued in connection with any reorganization), option or
rights in respect of the Pledged Securities of any Issuer, whether in addition to, in substitution
of, as a conversion of, or in exchange for, any shares of the Pledged Securities, or otherwise in
respect thereof, such Pledgor shall accept the same as the agent of the Secured Parties, hold the
same in trust for the Secured Parties, segregated from other Property of such Pledgor, and deliver
the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such
Pledgor to the Administrative Agent, if required, together with an undated stock power covering
such certificate duly executed in blank by such Pledgor and with, if the Administrative Agent so
requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms
hereof, as additional collateral security for the Obligations; provided, that (i) the foregoing
shall apply to 65% of such shares or rights in the case of an Issuer that is a CFC or Excepted
Subsidiary and (ii) with respect to an Issuer that is a CFC or Excepted Subsidiary, such Pledgor
shall not be required to deliver any stock certificate to the extent prohibited due to a
Governmental Requirement;




          (b) without the prior written consent of the Administrative Agent, such Pledgor will not (i)
unless otherwise permitted hereby or under the other Loan Documents, vote to enable, or take any
other action to permit, any Issuer that is a Restricted Subsidiary to issue any Equity Interests of
any nature or to issue any other securities convertible into or granting the right to purchase or
exchange for any Equity Interests of any nature of such Issuer, (ii) sell, assign, transfer,
exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or
Proceeds thereof (except pursuant to a transaction permitted by the Credit Agreement), (iii) except
as set forth in the Credit Agreement, create, incur or permit to exist any Lien or option in favor
of, or any claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof,
or any interest therein, except for the security interests created by this Agreement or (iv) except
as permitted by Section 9.15 of the Credit Agreement, enter into any agreement or undertaking
restricting the right or ability of such Pledgor or the Administrative Agent to sell, assign or
transfer any of the Pledged Securities or Proceeds thereof;




          (c) in the case of each Pledgor that is an Issuer, such Issuer agrees that (i) it will be
bound by the terms of this Agreement relating to the Pledged Securities issued by it and will
comply with such terms insofar as such terms are applicable to it, (ii) it will notify the




9









 







Administrative Agent promptly in writing of the occurrence of any of the events described in
Section 4.03(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section
5.03(d) and Section 5.04 shall apply to it, mutatis mutandis, with respect to all actions that may
be required of it pursuant to Section 5.03(d) or Section 5.04 with respect to the Pledged
Securities issued by it;




          (d) such Pledgor shall furnish to the Administrative Agent such stock powers and other
instruments as may be reasonably required by the Administrative Agent to assure the transferability
of the Pledged Securities when and as often as may be reasonably requested by the Administrative
Agent; provided that a requirement to cause an uncertificated Pledged Security to be certificated
will not be required as long as the Administrative Agent has a first and prior security interest in
such uncertificated Pledged Security;




          (e) the Pledged Securities will at all times constitute not less than 100% of the Equity
Interests of the Issuer thereof owned by any Pledgor (or in the case of any Issuer that is a
Foreign Subsidiary or an Excepted Subsidiary, not less than 65% of the Equity Interests of such
Issuer (except as otherwise noted on Schedule 2)). Such Pledgor will not permit any Issuer
of any of the Pledged Securities that is a Restricted Subsidiary to issue any new shares of any
class of Equity Interests of such Issuer unless such shares are pledged pursuant to this Agreement; and




          (f) notwithstanding any contrary provision contained in this Agreement, with respect to
Issuers that are Foreign Subsidiaries or Excepted Subsidiaries, the Pledgors are required to pledge
65% of the Equity Interests of such Issuers (except as otherwise noted on Schedule 2) and,
except to the extent prohibited by a Governmental Requirement, to deliver the applicable stock
certificates and stock powers duly executed in blank for all certificated Equity Interests to the
Administrative Agent but shall not be required to take any additional actions to perfect the
security interest of the Secured Parties in such Pledged Securities.




     Section 4.04 Article 8 of the UCC. To the extent that any Pledgor has opted into
Article 8 of the UCC, such Pledgor may not opt out of Article 8 of the UCC without the prior
written consent of the Administrative Agent.



ARTICLE V

REMEDIAL PROVISIONS




     Section 5.01 UCC and Other Remedies.



          (a) Upon the occurrence and during the continuance of an Event of Default, the Administrative
Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies
granted to them in this Agreement, the other Loan Documents and in any other instrument or
agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured
party under the UCC or any other applicable law or otherwise available at law or equity. Without
limiting the generality of the foregoing, the Administrative Agent, without demand of performance
or other demand, presentment, protest, advertisement or notice of any kind (except any notice
required by law referred to below) to or upon any Pledgor or any other Person (all and each of
which demands, defenses, advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the




10









 







Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or
options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or
contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at
any exchange, broker’s board or office of any Secured Party or elsewhere upon such commercially
reasonable terms and conditions as it may deem advisable and at such commercially reasonable prices
as it may deem best, for cash or on credit or for future delivery without assumption of any credit
risk. Any Secured Party shall have the right upon any such public sale or sales, and, to the
extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of
the Collateral so sold, free of any right or equity of redemption in any Pledgor, which right or
equity is hereby waived and released. If applicable to any particular item of Collateral, each
Pledgor further agrees, at the Administrative Agent’s request following an acceleration of the
Obligations under Section 10.02(a) of the Credit Agreement, to assemble the Collateral and make it
available to the Administrative Agent at places which the Administrative Agent shall reasonably
select, whether at such Pledgor’s premises or elsewhere, unless prohibited by agreements with
unaffiliated third parties. Any such sale or transfer by the Administrative Agent either to itself
or to any other Person shall, to the fullest extent permitted under applicable law, be absolutely
free from any claim of right by Pledgor, including any equity or right of redemption, stay or
appraisal which Pledgor has or may have under any rule of law, regulation or statute now existing
or hereafter adopted (and such Pledgor hereby waives any rights it may have in respect thereof).
Upon any such sale or transfer, the Administrative Agent shall have the right to deliver, assign
and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The
Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this
Section 5.01, after deducting all reasonable costs and expenses of every kind incurred in
connection therewith or incidental to the care or safekeeping of any of the Collateral or in any
way relating to the Collateral or the rights of the Administrative Agent and the Secured Parties
hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the
payment in whole or in part of the Obligations, in accordance with the Credit Agreement, and only
after such application and after the payment by the Administrative Agent of any other amount
required by any provision of law, including, without limitation, Section 9.615 of the UCC, need the
Administrative Agent account for the surplus, if any, to any Pledgor. To the extent permitted by
applicable law, each Pledgor waives all claims, damages and demands it may acquire against the
Administrative Agent or any Secured Party arising out of the exercise by them of any rights
hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required
by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before
such sale or other disposition.




          (b) In the event that the Administrative Agent elects not to sell the Collateral, the
Administrative Agent retains its rights to dispose of or utilize the Collateral or any part or
parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds
of the same towards payment of the Obligations. Each and every method of disposition of the
Collateral described in this Agreement shall constitute disposition in a commercially reasonable manner.




          (c) The Administrative Agent may appoint any Person as agent to perform any act or acts
necessary or incident to any sale or transfer of the Collateral.




11









 








     Section 5.02 Proceeds. If required by the Administrative Agent at any time after the
occurrence and during the continuance of an Event of Default, any cash or non-cash Proceeds
received by each Pledgor upon the sale or other disposition of any Collateral, shall be forthwith
(and, in any event, within two (2) Business Days) deposited by such Pledgor in the exact form
received, duly indorsed by such Pledgor to the Administrative Agent if required, in a special
collateral account maintained by the Administrative Agent, subject to withdrawal by the
Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided,
and, until so turned over, shall be held by such Pledgor in trust for the Administrative Agent for
the ratable benefit of the Secured Parties, segregated from other funds of such Pledgor. Each
deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the
nature and source of the payments included in the deposit. All Proceeds while held by the
Administrative Agent (or by any Pledgor in trust for the Administrative Agent for the ratable
benefit of the Secured Parties) shall continue to be collateral security for all of the Obligations
and shall not constitute payment thereof until applied as hereinafter provided. At such intervals
as may be agreed upon by each Pledgor and the Administrative Agent, or, if an Event of Default
shall have occurred and be continuing, at any time at the Administrative Agent’s election, the
Administrative Agent shall apply all or any part of the funds on deposit in said special collateral
account on account of the Obligations in such order as the Administrative Agent may elect, and any
part of such funds which the Administrative Agent elects not so to apply and deems not required as
collateral security for the Obligations shall be paid over from time to time by the Administrative
Agent to each Pledgor or to whomsoever may be lawfully entitled to receive the same.



     Section 5.03 Pledged Securities.



          (a) Unless an Event of Default shall have occurred and be continuing and the Administrative
Agent shall have given notice to the relevant Pledgor of the Administrative Agent’s intent to
exercise its corresponding rights pursuant to Section 5.03(b), each Pledgor shall be permitted to
receive all cash dividends paid in respect of the Pledged Securities paid in the normal course of
business of the relevant Issuer, and to exercise all voting, consent and corporate rights with
respect to the Pledged Securities; provided, however, that no vote shall be cast, consent given or
right exercised or other action taken by such Pledgor that would impair the Collateral or result in
any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document
or, without the prior consent of the Administrative Agent, enable or permit any Issuer of Pledged
Securities that is a Restricted Subsidiary to issue any Equity Interests or to issue any other
securities convertible into or granting the right to purchase or exchange for any Equity Interests
of any Issuer of Pledged Securities other than as permitted by the Credit Agreement.




          (b) Upon the occurrence and during the continuance of an Event of Default, upon notice by the
Administrative Agent of its intent to exercise such rights to the relevant Pledgor or Pledgors, (i)
the Administrative Agent shall have the right to receive any and all cash dividends, payments,
Property or other Proceeds paid in respect of the Pledged Securities and make application thereof
to the Obligations in accordance with the Credit Agreement, (ii) any or all of the Pledged
Securities shall be registered in the name of the Administrative Agent or its nominee, and (iii)
the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate and other
rights pertaining to such Pledged Securities at any meeting of shareholders




12









 







(or other equivalent body) of the relevant Issuer or Issuers or otherwise and (B) any and all
rights of conversion, exchange and subscription and any other rights, privileges or options
pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without
limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the
merger, consolidation, reorganization, recapitalization or other fundamental change in the
organizational structure of any Issuer, or upon the exercise by any Pledgor or the Administrative
Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection
therewith, the right to deposit and deliver any and all of the Pledged Securities with any
committee, depositary, transfer agent, registrar or other designated agency upon such terms and
conditions as the Administrative Agent may determine), all without liability except to account for
Property actually received by it, but the Administrative Agent shall have no duty to any Pledgor to
exercise any such right, privilege or option and shall not be responsible for any failure to do so
or delay in so doing.




          (c) In order to permit the Administrative Agent to exercise the voting and other consensual
rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other
distributions that it may be entitled to receive hereunder, (i) each Pledgor shall promptly execute
and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies,
dividend payment orders and other instruments as the Administrative Agent may from time to time
reasonably request and (ii) without limiting the effect of clause (i) above, such Pledgor hereby
grants to the Administrative Agent an irrevocable proxy to vote all or any part of the Pledged
Securities and to exercise all other rights, powers, privileges and remedies to which a holder of
the Pledged Securities would be entitled (including giving or withholding written consents of
shareholders calling special meetings of shareholders and voting at such meetings), which proxy
shall be effective, automatically and without the necessity of any action (including any transfer
of any Pledged Securities on the record books of the Issuer thereof) by any other Person (including
the Issuer of such Pledged Securities or any officer or agent thereof) upon the occurrence and
during the continuance of an Event of Default and which proxy shall only terminate upon the earlier
of (x) the waiver of such Event of Default and (y) Payment in Full.




          (d) Each Pledgor hereby authorizes and instructs each Issuer of any Pledged Securities pledged
by such Pledgor hereunder to (i) comply with any instruction received by it from the Administrative
Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is
otherwise in accordance with the terms of this Agreement, without any other or further instructions
from such Pledgor, and each Pledgor agrees that each Issuer shall be fully protected in so
complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other
payments with respect to the Pledged Securities directly to the Administrative Agent.




          (e) Upon the occurrence and during the continuance of an Event of Default, if the Issuer of
any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or
other proceedings under the supervision of any Governmental Authority, then all rights of the
Pledgor in respect thereof to exercise the voting and other consensual rights which such Pledgor
would otherwise be entitled to exercise with respect to the Pledged Securities issued by such
Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent
who shall thereupon have the sole right to exercise such voting and




13









 







other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting
or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.




     Section 5.04 Private Sales of Pledged Securities.



          (a) Each Pledgor recognizes that the Administrative Agent may be unable to effect a public
sale of any or all the Pledged Securities, by reason of certain prohibitions contained in the
Securities Act and applicable state securities laws or otherwise or may determine that a public
sale is impracticable or not commercially reasonable and, accordingly, may resort to one or more
private sales thereof to a restricted group of purchasers which will be obliged to agree, among
other things, to acquire such securities for their own account for investment and not with a view
to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private
sale may result in prices and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been
made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to
delay a sale of any of the Pledged Securities for the period of time necessary to permit the Issuer
thereof to register such securities for public sale under the Securities Act, or under applicable
state securities laws, even if such Issuer would agree to do so.




          (b) Each Pledgor agrees to use its best commercially reasonable efforts to do or cause to be
done all such other acts as may reasonably be necessary to make such sale or sales of all or any
portion of the Pledged Securities pursuant to this Section 5.04 valid and binding and in compliance
with any and all other applicable Governmental Requirements. Each Pledgor further agrees that a
breach of any of the covenants contained in this Section 5.04 will cause irreparable injury to the
Secured Parties, that the Secured Parties have no adequate remedy at law in respect of such breach
and, as a consequence, that each and every covenant contained in this Section 5.04 shall be
specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to
assert any defenses against an action for specific performance of such covenants except for a
defense that no Event of Default has occurred or is continuing under the Credit Agreement.




     Section 5.05 Deficiency. Each Pledgor shall remain liable for any deficiency if the
proceeds of any sale or other disposition of the Collateral are insufficient to pay its obligations
and the fees and disbursements of any attorneys employed by the Administrative Agent or any Secured
Party to collect such deficiency.



     Section 5.06 Non-Judicial Enforcement. The Administrative Agent may enforce its
rights hereunder without prior judicial process or judicial hearing, and to the extent permitted by
law, each Pledgor expressly waives any and all legal rights which might otherwise require the
Administrative Agent to enforce its rights by judicial process.




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ARTICLE VI

THE ADMINISTRATIVE AGENT




     Section 6.01 Administrative Agent’s Appointment as Attorney-in-Fact, Etc.



          (a) Anything in this Section 6.01(a) to the contrary notwithstanding, the Administrative Agent
agrees that it will not exercise any rights under the power of attorney provided for in this
Section 6.01(a) unless an Event of Default shall have occurred and be continuing. Each Pledgor
hereby irrevocably constitutes and appoints the Administrative Agent 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 such Pledgor and in the name of such
Pledgor or in its own name, for the purpose of carrying out the terms of this Agreement, to take
any and all reasonably appropriate action and to execute any and all documents and instruments
which may be reasonably necessary or desirable to accomplish the purposes of this Agreement, and,
without limiting the generality of the foregoing, each Pledgor hereby gives the Administrative
Agent the power and right, on behalf of such Pledgor, without notice to or assent by such Pledgor,
to do any or all of the following:




               (i) unless being disputed under Section 8.03(a) of the Credit Agreement, pay or discharge
Taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any
insurance called for by the terms of this Agreement or any other Loan Document and pay all or any
part of the premiums therefor and the costs thereof;



               (ii) execute, in connection with any sale provided for in Section 5.01 or Section 5.04, any
endorsements, assignments or other instruments of conveyance or transfer with respect to the
Collateral; and



               (iii) (A) direct any party liable for any payment under any of the Collateral to make payment
of any and all moneys due or to become due thereunder directly to the Administrative Agent or as
the Administrative Agent shall direct; (B) ask or demand for, collect, and receive payment of and
receipt for, any and all moneys, claims and other amounts due or to become due at any time in
respect of or arising out of any Collateral; (C) in the name of such Pledgor or its own name, or
otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other
instrument for the payment of moneys due with respect to any Collateral and 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 portion thereof and to enforce any other right in respect of any
Collateral; (D) defend any suit, action or proceeding brought against such Pledgor with respect to
any Collateral; (E) settle, compromise or adjust any such suit, action or proceeding and, in
connection therewith, give such discharges or releases as the Administrative Agent may deem
appropriate; and (F) generally, sell, transfer, pledge and make any agreement with respect to or
otherwise deal with any of the Collateral as fully and completely as though the Administrative
Agent were the absolute owner thereof for all purposes, and do, at the Administrative Agent’s
option and such Pledgor’s expense, at any time, or from time to time, all acts and things which the
Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the
Administrative Agent’s and the Secured Parties’ security interests therein and to effect the intent
of this Agreement, all as fully and effectively as such Pledgor might do.



15









 





          (b) If any Pledgor fails to perform or comply with any of its agreements contained herein
within the applicable grace periods, the Administrative Agent, at its option, but without any
obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such
agreement.




          (c) The reasonable expenses of the Administrative Agent incurred in connection with actions
undertaken as provided in this Section 6.01, together with interest thereon at a rate per annum
equal to the Post-Default Rate, but in no event to exceed the Highest Lawful Rate, from the date of
payment by the Administrative Agent to the date reimbursed by the relevant Pledgor, shall be
payable by such Pledgor to the Administrative Agent on demand.




          (d) All powers, authorizations and agencies contained in this Agreement are coupled with an
interest and are irrevocable until this Agreement is terminated and the security interests created
hereby are released.




     Section 6.02 Duty of Administrative Agent. The Administrative Agent’s sole duty with
respect to the custody, safekeeping and physical preservation of the Collateral in its possession,
under Section 9.207 of the UCC or otherwise, shall be to deal with it in the same manner as the
Administrative Agent deals with similar Property for its own account and shall be deemed to have
exercised reasonable care in the custody and preservation of the Collateral in its possession if
the Collateral is accorded treatment substantially equal to that which comparable secured parties
accord comparable collateral. To the fullest extent permitted under applicable law, neither the
Administrative Agent, any Secured Party nor any of their respective officers, directors, employees
or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or
for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of any Pledgor or any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof. The powers conferred on the
Administrative Agent and the Secured Parties hereunder are solely to protect the Administrative
Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the
Administrative Agent or any Secured Party to exercise any such powers. The Administrative Agent
and the Secured Parties shall be accountable only for amounts that they actually receive as a
result of the exercise of such powers, and neither they nor any of their officers, directors,
employees or agents shall be responsible to any Pledgor for any act or failure to act hereunder,
except for their own gross negligence, willful misconduct or bad faith. To the fullest extent
permitted by applicable law, the Administrative Agent shall be under no duty whatsoever to make or
give any presentment, notice of dishonor, protest, demand for performance, notice of
non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand
in connection with any Collateral or the Obligations, or to take any steps necessary to preserve
any rights against any Pledgor or other Person or ascertaining or taking action with respect to
calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral,
whether or not it has or is deemed to have knowledge of such matters. Each Pledgor, to the extent
permitted by applicable law, waives any right of marshaling in respect of any and all Collateral,
and waives any right to require the Administrative Agent or any Secured Party to proceed against
any Pledgor or other Person, exhaust any Collateral or enforce any other remedy which the
Administrative Agent or any Secured Party now has or may hereafter have against each Pledgor, any
Pledgor or other Person.



16









 





     Section 6.03 Filing of Financing Statements. Pursuant to the UCC and any other
applicable law, each Pledgor authorizes the Administrative Agent to file or record financing
statements and other filing or recording documents or instruments with respect to the Collateral in
such form and in such offices as the Administrative Agent reasonably determines appropriate to
perfect the security interests of the Administrative Agent under this Agreement. A photographic or
other reproduction of this Agreement shall be sufficient as a financing statement or other filing
or recording document or instrument for filing or recording in any jurisdiction.



     Section 6.04 Authority of Administrative Agent. Each Pledgor acknowledges that the
rights and responsibilities of the Administrative Agent under this Agreement with respect to any
action taken by the Administrative Agent or the exercise or non-exercise by the Administrative
Agent of any option, voting right, request, judgment or other right or remedy provided for herein
or resulting or arising out of this Agreement shall, as between the Administrative Agent and the
Secured Parties, be governed by the Credit Agreement and by such other agreements with respect
thereto as may exist from time to time among them, but, as between the Administrative Agent and the
Pledgors, the Administrative Agent shall be conclusively presumed to be acting as agent for the
Secured Parties with full and valid authority so to act or refrain from acting, and no Pledgor
shall be under any obligation, or entitlement, to make any inquiry respecting such authority.



ARTICLE VII

SUBORDINATION OF OBLIGATIONS




     Section 7.01 Subordination of All Pledgor Claims. As used herein, the term
“Pledgor Claims” shall mean all debts and obligations of the Borrower or any other Pledgor
to any other Pledgor, whether such debts and obligations now exist or are hereafter incurred or
arise, or whether the obligation of the debtor thereon be direct, contingent, primary, secondary,
several, joint and several, or otherwise, and irrespective of whether such debts or obligations be
evidenced by note, contract, open account, or otherwise, and irrespective of the Person or Persons
in whose favor such debts or obligations may, at their inception, have been, or may hereafter be
created, or the manner in which they have been or may hereafter be acquired. Except for payments
permitted by the Credit Agreement, after and during the continuation of an Event of Default and
after notice from the Administrative Agent, no Pledgor shall receive or collect, directly or
indirectly, from any obligor in respect thereof any amount upon the Pledgor Claims.



     Section 7.02 Claims in Bankruptcy. In the event of receivership, bankruptcy,
reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any
Pledgor, the Administrative Agent on behalf of the Secured Parties shall have the right to prove
their claim in any proceeding, so as to establish their rights hereunder and receive directly from
the receiver, trustee or other court custodian, dividends and payments which would otherwise be
payable upon Pledgor Claims. Each Pledgor hereby assigns such dividends and payments to the
Administrative Agent for the benefit of the Secured Parties for application against the Obligations
as provided under the Credit Agreement. Should any Secured Party receive, for application upon the
Obligations, any such dividend or payment which is otherwise payable to any Pledgor, and which, as
between such Pledgors, shall constitute a credit upon the Pledgor Claims, then upon Payment in
Full, the intended recipient shall become subrogated to the rights



17









 




of such Secured Party to the extent that such dividend or payment has contributed toward the
liquidation of the Obligations, and such subrogation shall be with respect to that proportion of
the Obligations which would have been unpaid if such Secured Party had not received such dividend
or payment.




     Section 7.03 Payments Held in Trust. In the event that notwithstanding Section 7.01
and Section 7.02, any Pledgor should receive any funds, payments, claims or distributions which are
prohibited by such Sections, then it agrees: (a) to hold in trust for the Administrative Agent and
the Secured Parties an amount equal to the amount of all funds, payments, claims or distributions
so received, and (b) that it shall have absolutely no dominion over the amount of such funds,
payments, claims or distributions except to pay them promptly to the Administrative Agent, for the
benefit of the Secured Parties; and each Pledgor covenants promptly to pay the same to the
Administrative Agent.



     Section 7.04 Liens Subordinate. Each Pledgor agrees that, until Payment in Full, any
Liens securing payment of the Pledgor Claims shall be and remain inferior and subordinate to any
Liens securing payment of the Obligations, regardless of whether such encumbrances in favor of such
Pledgor, the Administrative Agent or any Secured Party presently exist or are hereafter created or
attach. Without the prior written consent of the Administrative Agent, no Pledgor, during the
period in which any of the Obligations is outstanding or the Aggregate Commitments are in effect,
shall (a) exercise or enforce any creditor’s right it may have against any debtor in respect of the
Pledgor Claims, or (b) foreclose, repossess, sequester or otherwise take steps or institute any
action or proceeding (judicial or otherwise, including without limitation the commencement of or
joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to
enforce any Lien held by it.



ARTICLE VIII

MISCELLANEOUS




     Section 8.01 Waiver. No failure on the part of the Administrative Agent or any
Secured Party to exercise and no delay in exercising, and no course of dealing with respect to, any
right, power, privilege or remedy or any abandonment or discontinuance of steps to enforce such
right, power, privilege or remedy under this Agreement or any other Loan Document shall operate as
a waiver thereof, nor shall any single or partial exercise of any right, power, privilege or remedy
under this Agreement or any other Loan Document preclude or be construed as a waiver of any other
or further exercise thereof or the exercise of any other right, power, privilege or remedy. The
remedies provided herein are cumulative and not exclusive of any remedies provided by law or
equity.



     Section 8.02 Notices. All notices and other communications provided for herein shall
be given in the manner and subject to the terms of Section 12.01 of the Credit Agreement; provided
that any such notice, request or demand to or upon any Pledgor shall be addressed to such Pledgor
at its notice address set forth on Schedule 1.



     Section 8.03 Amendments in Writing. None of the terms or provisions of this Agreement
may be waived, amended, supplemented or otherwise modified except in accordance with Section 12.02
of the Credit Agreement.



18









 





     Section 8.04 Successors and Assigns. The provisions of this Agreement shall be
binding upon the Pledgors and their successors and permitted assigns and shall inure to the benefit
of the Administrative Agent and the Secured Parties and their respective successors and permitted
assigns; provided that no Pledgor may assign, transfer or delegate any of its rights or obligations
under this Agreement without the prior written consent of the Administrative Agent and the Lenders
unless otherwise permitted by the terms of the Credit Agreement or this Agreement, and any such
purported assignment, transfer or delegation shall be null and void.



     Section 8.05 Survival; Revival; Reinstatement.



          (a) All covenants, agreements, representations and warranties made by any Pledgor herein and
in the certificates or other instruments delivered in connection with or pursuant to this Agreement
or any other Loan Document to which it is a party shall be considered to have been relied upon by
the Administrative Agent, the other Agents, the Issuing Banks, the Lenders and the other Secured
Parties and shall survive the execution and delivery of this Agreement and the making of any Loans
and issuance of any Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Administrative Agent, the other Agents, the Issuing
Banks, any Lender or any other Secured Party may have had notice or knowledge of any Default or
incorrect representation or warranty at the time any credit is extended under the Credit Agreement,
and shall continue in full force and effect until Payment in Full has occurred.




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




     Section 8.06 Counterparts; Integration; Effectiveness; Conflicts.



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




          (b) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING
AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ANY AND ALL
PREVIOUS AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF AND
THEREOF. THIS AGREEMENT AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES
HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR






19









 







SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.




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




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




     Section 8.07 Severability. Any provision of this Agreement or any other Loan Document
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability without affecting the
validity, legality and enforceability of the remaining provisions hereof or thereof; and the
invalidity of a particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.



     Section 8.08 Governing Law; Submission to Jurisdiction.



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




          (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
SHALL BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS SITTING IN HARRIS COUNTY OR OF THE UNITED
STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF TEXAS, AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH PARTY HERETO HEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT PERMITTED BY LAW) IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE
JURISDICTIONS. THIS SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE AND DOES NOT PRECLUDE ANY PARTY
HERETO FROM OBTAINING JURISDICTION OVER ANOTHER PARTY HERETO IN ANY COURT OTHERWISE HAVING
JURISDICTION.




          (c) EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ANY PLEDGOR AT ITS ADDRESS SET FORTH ON
SCHEDULE 1 HERETO OR TO THE ADMINISTRATIVE AGENT AT ITS




20









 




ADDRESS SET FORTH IN THE CREDIT AGREEMENT OR, IN EACH CASE, AS UPDATED FROM TIME TO TIME, SUCH
SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING.




          (d) NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY OTHER
PARTY HERETO IN ANY OTHER JURISDICTION.




          (e) EACH PARTY HERETO HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY WAIVES, TO THE MAXIMUM
EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY
SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OF THE ADMINISTRATIVE
AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS; AND (iv)
ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND
THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS CONTAINED IN THIS SECTION 8.08.




     Section 8.09 Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and shall not affect
the construction of, or be taken into consideration in interpreting, this Agreement.



     Section 8.10 Acknowledgments. Each Pledgor hereby acknowledges that:



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




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




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




          (d) each of the parties hereto specifically agrees that it has a duty to read this Agreement
and the other Loan Documents and agrees that it is charged with notice and




21









 




knowledge of the terms of this Agreement and the other Loan Documents; that it has in fact
read this Agreement and the other Loan Documents and is fully informed and has full notice and
knowledge of the terms, conditions and effects thereof; that it has been represented by independent
legal counsel of its choice throughout the negotiations preceding its execution of this Agreement
and the other Loan Documents; and has received the advice of its attorney in entering into this
Agreement and the other Loan Documents; and that it recognizes that certain of the terms of this
Agreement and the other Loan Documents result in one party assuming the liability inherent in some
aspects of the transaction and relieving the other party of its responsibility for such liability.
EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF
ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE
PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”




     Section 8.11 Additional Equity Interests. Each Pledgor that is required to pledge
Equity Interests of its Subsidiaries shall execute and deliver a Pledged Securities Supplement in
the form of Annex I hereto, if such Equity Interests have not been previously pledged
pursuant to this Agreement.



     Section 8.12 Additional Pledgors. Upon the execution and delivery by any Person of an
Additional Pledgor Supplement in substantially the form of Annex II hereto: (i) such Person
shall become and be a Pledgor hereunder, and each reference in this Agreement to a “Pledgor” shall
also mean and be a reference to such Person, and each reference in any other Loan Document to a
“Pledgor” shall also mean and be a reference to such Person; and (ii) each reference herein to
“this Agreement,” “hereunder,” “hereof” or words of like import referring to this Agreement, and
each reference in any other Loan Document to the “Pledge Agreement,” “thereunder,” “thereof” or
words of like import referring to this Agreement, shall mean and be a reference to this Agreement
as supplemented by such Additional Pledgor Supplement.



     Section 8.13 Releases.



          (a) Full Release. The grant of a security interest in the Collateral hereunder and
all of the rights, powers and remedies in connection herewith shall remain in full force and effect
until the Administrative Agent has (i) delivered all Collateral in its possession to the Pledgors
and (ii) executed a written release or termination statement and reassigned to the Pledgors,
without recourse or warranty, any remaining Collateral and all rights conveyed hereby. Upon
satisfaction of the conditions set forth in Section 8.07(c) of the Credit Agreement or upon Payment
in Full, the Administrative Agent, at the written request and expense of the Borrower, will
promptly release, reassign and transfer the Collateral to the Pledgors and declare this Agreement
to be of no further force or effect.




          (b) Partial Release. Notwithstanding anything contained herein to the contrary, the
Pledgors are authorized to release any Collateral that is sold, leased, assigned, exchanged,
conveyed, transferred or otherwise disposed of in compliance with Sections 9.02(g), 9.06, 9.08 and
9.11 of the Credit Agreement, at which point the liens and security interests shall terminate with
respect to such Collateral and this Agreement shall have no further force or effect






22









 







with respect to such released Collateral; provided that so long as the lien in favor of the
Administrative Agent continues in the proceeds of such sale, lease, assignment, exchange,
conveyance, transfer or other disposal of such Collateral, or to the extent such Collateral is
sold, leased, assigned, exchanged, conveyed, transferred or otherwise disposed of to the Borrower
or any Guarantor, such lien continues in such Collateral.




          (c) Retention in Satisfaction. Except as may be expressly applicable pursuant to
Section 9.620 of the UCC, no action taken or omission to act by the Administrative Agent or the
Secured Parties hereunder, including, without limitation, any exercise of voting or consensual
rights or any other action taken or inaction, shall be deemed to constitute a retention of the
Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the
Obligations, and the Obligations shall remain in full force and effect, until the Administrative
Agent and the Secured Parties shall have applied payments (including, without limitation,
collections from Collateral) towards the Obligations in the full amount then outstanding or until
such subsequent time as is provided in Section 8.13(a).




          (d) Release of Pledgors. At the request and sole expense of the Borrower, a Pledgor
shall be released from its obligations hereunder pursuant to Section 8.07(c)(iii) of the Credit
Agreement. Upon such release, the Administrative Agent shall execute and deliver to the Borrower
all documents and instruments reasonably requested by the Borrower to further evidence such
release.




     Section 8.14 Acceptance. Each Pledgor hereby expressly waives notice of acceptance of
this Agreement, acceptance on the part of the Administrative Agent and the Secured Parties being
conclusively presumed by their request for this Agreement and delivery of the same to the
Administrative Agent.



[Signatures Begin Next Page]






23









 








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



	 	 	 	 	 	 	 	 	 

	PLEDGORS:	 	EXTERRAN HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ J. Michael Anderson	 	 
	 	 	 	 	 	 	 
	 	 	 	 	J. Michael Anderson	 	 
	 	 	 	 	Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	EXTERRAN ENERGY SOLUTIONS, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ J. Michael Anderson	 	 
	 	 	 	 	 	 	 
	 	 	 	 	J. Michael Anderson	 	 
	 	 	 	 	Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	EES GP, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	EXTERRAN ENERGY CORP., 


its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ J. Michael Anderson
 

J. Michael Anderson
	 	 
	 

	 	 	 	 	 	Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	HANOVER ASIA, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ J. Michael Anderson	 	 
	 	 	 	 	 	 	 
	 	 	 	 	J. Michael Anderson	 	 
	 	 	 	 	Senior Vice President and Chief Financial Officer	 	 






Signature Page

Pledge Agreement














 





	 	 	 	 	 	 	 	 	 

	 	 	UNIVERSAL COMPRESSION INTERNATIONAL, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ J. Michael Anderson	 	 
	 	 	 	 	 	 	 
	 	 	 	 	J. Michael Anderson	 	 
	 	 	 	 	Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ENTERRA COMPRESSION INVESTMENT COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ J. Michael Anderson	 	 
	 	 	 	 	 	 	 
	 	 	 	 	J. Michael Anderson	 	 
	 	 	 	 	Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	EXTERRAN GENERAL HOLDINGS LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ J. Michael Anderson	 	 
	 	 	 	 	 	 	 
	 	 	 	 	J. Michael Anderson	 	 
	 	 	 	 	Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	EXTERRAN ENERGY CORP.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ J. Michael Anderson	 	 
	 	 	 	 	 	 	 
	 	 	 	 	J. Michael Anderson	 	 
	 	 	 	 	Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	UNIVERSAL COMPRESSION SERVICES, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ J. Michael Anderson	 	 
	 	 	 	 	 	 	 
	 	 	 	 	J. Michael Anderson	 	 
	 	 	 	 	Senior Vice President and Chief Financial Officer	 	 





Signature Page

Pledge Agreement












 








	 	 	 	 	 	 	 	 	 

	 	 	EXH GP LP LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Pamela Jasinski	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Pamela Jasinski	 	 
	 	 	 	 	Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	EXH MLP LP LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Pamela Jasinski	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Pamela Jasinski	 	 
	 	 	 	 	Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	EXTERRAN HOLDINGS HL LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Pamela Jasinski	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Pamela Jasinski	 	 
	 	 	 	 	Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	EXTERRAN HL LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Pamela Jasinski	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Pamela Jasinski	 	 
	 	 	 	 	Manager	 	 





Signature Page

Pledge Agreement












 








	 	 	 	 	 	 	 

	Acknowledged and Agreed
to as 

of the date hereof
by:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ADMINISTRATIVE AGENT:	 	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Donald W. Herrick, Jr.
 

Donald W. Herrick, Jr.
	 	 
	 

	 	Title:
	 	Director	 	 






Signature Page

Pledge Agreement

















 





Annex I




FORM OF PLEDGED SECURITIES SUPPLEMENT




     SUPPLEMENT, dated as of [    ], 201[ ], made by [    ], a [    ] (the “Pledgor”), in favor of
Wells Fargo Bank, National Association as administrative agent (in such capacity, the
“Administrative Agent”) for the financial institutions (the “Lenders”) parties to
the Credit Agreement referred to below. All capitalized terms not defined herein shall have the
meanings ascribed to them in such Credit Agreement or the Pledge Agreement referred to below.



W I T N E S S E T H:




     WHEREAS, EXTERRAN HOLDINGS, INC., a Delaware corporation (the “Borrower”), the
Administrative Agent and the Lenders have entered into that certain Senior Secured Credit
Agreement, dated as of July 8, 2011 (as amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”);



     WHEREAS, in connection with the Credit Agreement, the Pledgor, the Borrower, and certain of
its Affiliates have entered into a Pledge Agreement, dated as of July 8, 2011 (as amended,
restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”) in
favor of the Administrative Agent for the benefit of the Secured Parties;



     WHEREAS, the Credit Agreement requires the Pledgor to pledge the Equity Interests described on
Schedule 2-S hereto; and



     WHEREAS, the Pledgor has agreed to execute and deliver this Supplement in order to pledge such
Equity Interests;



     NOW, THEREFORE, IT IS AGREED:



     1. Pledge Agreement. By executing and delivering this Supplement, the Pledgor, as
provided in Section 8.11 of the Pledge Agreement, hereby pledges and grants, to the Administrative
Agent, for the ratable benefit of the Secured Parties, a security interest in (a) the Equity
Interests described or referred to in Schedule 2-S hereto and (b)(i) the certificates or
instruments, if any, representing such Equity Interests, (ii) all dividends (cash, Equity Interests
or otherwise), cash, instruments, rights to subscribe, purchase or sell and all other rights and
Property from time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such Equity Interests, (iii) all replacements, additions to and
substitutions for any of the Property referred to in this definition, including, without
limitation, claims against third parties, (iv) the proceeds, interest, profits and other income of
or on any of the Property referred to in this definition, (v) all security entitlements in respect
of any of the foregoing, if any, (vi) all books and records relating to any of the Property
referred to in this definition and (vii) all proceeds of any of the foregoing (collectively, the
“Collateral”). Upon execution of this Supplement, the Equity Interests described or
referred to in Schedule 2-S will constitute “Pledged Securities” for purposes of the Pledge
Agreement with the same force and effect as if originally listed on Schedule 2 thereto.
The information set forth in Schedule 2-S hereto is hereby added to the information set
forth in Schedule 2 to the Pledge Agreement. The Pledgor hereby represents and warrants
that each of the representations and warranties contained



Annex I-1









 




in Article III of the Pledge Agreement is true and correct on and as the date hereof (after
giving effect to this Supplement) as if made on and as of such date.




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



Annex I-2









 





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



	 	 	 	 	 	 	 

	 	 	[PLEDGOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Annex I-3









 





Annex II




FORM OF ADDITIONAL PLEDGOR SUPPLEMENT




     SUPPLEMENT, dated as of [    ], 201[ ], made by [    ], a [    ] (the “Additional Pledgor”), in
favor of Wells Fargo Bank, National Association as administrative agent (in such capacity, the
“Administrative Agent”) for the financial institutions (the “Lenders”) parties to
the Credit Agreement referred to below. All capitalized terms not defined herein shall have the
meanings ascribed to them in such Credit Agreement or the Pledge Agreement referred to below.


W I T N E S S E T H:




     WHEREAS, EXTERRAN HOLDINGS, INC., a Delaware corporation (the “Borrower”), the
Administrative Agent and the Lenders have entered into that certain Senior Secured Credit
Agreement, dated as of July 8, 2011 (as amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”);



     WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Affiliates
have entered into a Pledge Agreement, dated as of July 8, 2011 (as amended, restated, supplemented
or otherwise modified from time to time, the “Pledge Agreement”) in favor of the
Administrative Agent for the benefit of the Secured Parties;



     WHEREAS, the Credit Agreement requires the Additional Pledgor to execute and deliver this
Supplement to the Administrative Agent, and the Additional Pledgor has agreed to execute and
deliver this Supplement to the Administrative Agent;



     NOW, THEREFORE, IT IS AGREED:



     SECTION 1. Grant of Security Interest. The Additional Pledgor hereby pledges,
assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent,
for the ratable benefit of the Secured Parties, a security interest in all Pledged Securitiesnow
owned or at any time hereafter acquired by the Additional Pledgor or in which the Additional
Pledgor now has or at any time in the future may acquire any right, title or interest
(collectively, the “Collateral”), as collateral security for the prompt and complete
payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of
the Obligations.


Each reference to Collateral or to any relevant type or item of Property constituting Collateral
shall be deemed to exclude (i) the Equity Interests owned by any Obligor or a Restricted Subsidiary
in a Joint Venture to the extent (but only to the extent) (A) the Organization Documents of such
Joint Venture or any other agreement relating to such Joint Venture prohibit the granting of a Lien
on such Equity Interests or (B) such Equity Interests in such Joint Venture are otherwise pledged
as collateral as permitted by Section 9.02(g) of the Credit Agreement, provided
however, if any of the foregoing conditions cease to be in effect for any reason, then the
Equity Interests in such Joint Venture shall automatically be subject to the lien and security
interest pursuant to this Agreement, (ii) any assets, or more than 65% of the capital stock, of any






Annex II-1









 







CFC, (iii) more than 65% of the Equity Interests of any Excepted Subsidiary, and (iv) the Equity
Interests in, and any Property of, any ABS Subsidiary and (x) the GP Interests and IDRs.




     The Additional Pledgor hereby acknowledges that the Obligations is owed to the various Secured
Parties and that each Secured Party is entitled to the benefits of the Collateral given under this
Supplement and the Pledge Agreement, provided, however, that only the
Administrative Agent shall be entitled to exercise any remedies relating to the Collateral given
under this Supplement and the Pledge Agreement.



     SECTION 2. Obligations Under the Pledge Agreement. The Additional Pledgor hereby
agrees, as provided in Section 8.12 of the Pledge Agreement, as of the date first above written, to
be bound as a Pledgor by all of the terms and conditions of the Pledge Agreement to the same extent
as each of the other Pledgors thereunder. The undersigned further agrees, as of the date first
above written, that each reference in the Pledge Agreement to a “Pledgor” shall also mean and be a
reference to the undersigned, and each reference in any other Loan Document to a “Pledgor” or an
“Obligor” shall also mean and be a reference to the undersigned. The information set forth in
Annex A hereto is hereby added to the information set forth in Schedules
___________1 to the Pledge Agreement.



     SECTION 3. Representations, Warranties and Covenants. The Additional Pledgor hereby
(a) makes each representation and warranty set forth in Article III of the Pledge Agreement
(assuming that all references in such Article III to a specific date refer to the date hereof) and
(b) undertakes each covenant and obligation set forth in Article IV of the Pledge Agreement, in
each case to the same extent as each other Pledgor.



     SECTION 4. Governing Law. This Supplement shall be governed by, and construed in
accordance with, the laws of the State of Texas.





 




			
	1	 	Refer to each Schedule which needs
to be supplemented.




Annex II-2









 










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



	 	 	 	 	 	 	 

	 	 	[ADDITIONAL PLEDGOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Annex II-3









 





Annex A

to Additional Pledgor Supplement


[Information to Supplement Schedules to Pledge Agreement]




Annex A-1









 





Schedule 1

Notice Addresses of Pledgors




EES GP, L.P.

16666 Northchase Drive

Houston, TX 77060




Enterra Compression Investment Company

16666 Northchase Drive

Houston, TX 77060




EXH GP LP LLC

103 Foulk Road

Wilmington DE 19803




EXH MLP LP LLC

103 Foulk Road

Wilmington DE 19803




Exterran Energy Corp.

16666 Northchase Drive

Houston, TX 77060




Exterran Energy Solutions, L.P.

16666 Northchase Drive

Houston, TX 77060




Exterran General Holdings LLC

16666 Northchase Drive

Houston, TX 77060




Exterran HL LLC

103 Foulk Road

Wilmington DE 19803




Exterran Holdings HL LLC

103 Foulk Road

Wilmington DE 19803




Exterran Holdings, Inc.

16666 Northchase Drive

Houston, TX 77060




Hanover Asia, Inc.

16666 Northchase Drive

Houston, TX 77060




Schedule 1-1









 





Universal Compression International, Inc.

16666 Northchase Drive

Houston, TX 77060




Universal Compression Services LLC

16666 Northchase Drive

Houston, TX 77060




Schedule 1-2









 






Schedule 2

Description of Pledged Securities




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Stock	 	No. of	 	Percentages of
	 	 	 	 	Certificate	 	Shares	 	Issued Stock
	Owner	 	Issuer	 	No.	 	Pledged	 	Pledged
	EES GP, L.P.
	 	Exterran Energy Solutions, L.P.	 	N/A	 	N/A	 	1%
	Exterran HL LLC
	 	Exterran Energy Solutions, L.P.	 	N/A	 	N/A	 	99%
	Hanover Asia, Inc.
	 	Exterran Columbia Leasing LLC	 	N/A	 	N/A	 	100%
	Hanover Asia, Inc.
	 	PT Exterran Indonesia	 	N/A	 	27,225	 	49.5%
	Universal Compression International, Inc.
	 	PT Exterran Indonesia	 	N/A	 	853	 	15.5%
	Enterra Compression Investment Company
	 	Enterra Global Holdings LLC	 	N/A	 	N/A	 	65%
	Enterra Compression Investment Company
	 	Exterran (Singapore) Pte. Ltd.	 	6	 	65	 	65%
	Enterra Compression Investment Company
	 	Exterran Holding Company NL B.V.	 	N/A	 	N/A	 	65%
	Enterra Compression Investment Company
	 	Universal Compression Cayman Ltd.	 	N/A	 	N/A	 	65%
	Enterra Compression Investment Company
	 	Universal Compression Mauritius	 	2	 	2,599,935	 	65%
	Enterra Compression Investment Company
	 	Universal Compression Services, LLC	 	N/A	 	N/A	 	65%
	Enterra Compression Investment Company
	 	Exterran International Holdings LLC	 	N/A	 	N/A	 	100%
	Exterran Energy Solutions, L.P.
	 	EES Leasing LLC	 	N/A	 	N/A	 	100%
	Exterran Energy Solutions, L.P.
	 	Hanover Asia, Inc.	 	C-2	 	100	 	100%
	Exterran Energy Solutions, L.P.
	 	Exterran Energy Solutions Compania Limitada	 	N/A	 	N/A	 	65%
	Exterran Energy Solutions, L.P.
	 	Exterran Services de Mexico, S. de R.L. de C.V.	 	N/A	 	N/A	 	65%
	Exterran Energy Solutions, L.P.
	 	Hanover de Mexico, S. de R.L. de C.V.	 	N/A	 	N/A	 	65%






Schedule 2-1









 







	 	 	 	 	 	 	 	 	 
	 	 	 	 	Stock	 	No. of	 	Percentages of
	 	 	 	 	Certificate	 	Shares	 	Issued Stock
	Owner	 	Issuer	 	No.	 	Pledged	 	Pledged
	Exterran Energy Solutions, L.P.
	 	Hanover Ecuador LLC	 	N/A	 	N/A	 	65%
	Exterran Energy Solutions, L.P.
	 	Exterran International SA	 	N/A	 	N/A	 	66% (based on voting rights)
	Exterran Energy Solutions, L.P.
	 	HC Leasing, Inc.	 	1	 	1,000	 	100%
	Exterran Energy Solutions, L.P.
	 	Exterran Water Management Services, LLC	 	N/A	 	N/A	 	100%
	Exterran Energy Solutions, L.P.
	 	Universal Compression International, Inc.	 	1	 	100	 	100%
	Exterran Energy Solutions, L.P.
	 	H.C.C. Compressor de Venezuela, C.A.	 	2	 	330	 	66%
	Exterran Energy Solutions, L.P.
	 	EXH Cayman Ltd. (formerly HC Cayman Ltd.)	 	2	 	660	 	66%
	Exterran Energy Solutions, L.P.
	 	EXH MLP LP LLC	 	N/A	 	N/A	 	100%
	Exterran Energy Solutions, L.P.
	 	EXH GP LP LLC	 	1	 	1	 	100%
	Exterran Energy Solutions, L.P.
	 	Exterran GP LLC	 	1	 	1	 	100%
	Exterran Energy Solutions, L.P.
	 	Exterran Energy Middle-East LLC	 	N/A	 	N/A	 	65%
	Exterran General Holdings LLC
	 	EES GP, L.P.	 	N/A	 	N/A	 	99%
	Exterran Energy Corp.
	 	EES GP, L.P.	 	N/A	 	N/A	 	1%
	Exterran Energy Corp.
	 	Exterran General Holdings LLC	 	N/A	 	N/A	 	100%
	Exterran Energy Corp.
	 	Exterran Holdings HL LLC	 	N/A	 	N/A	 	100%
	Exterran Holdings HL LLC
	 	Exterran HL LLC	 	N/A	 	N/A	 	100%
	Exterran Holdings, Inc.
	 	Exterran Energy Corp.	 	1	 	100	 	100%






Schedule 2-2









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	Stock	 	No. of	 	Percentages of
	 	 	 	 	Certificate	 	Shares	 	Issued Stock
	Owner	 	Issuer	 	No.	 	Pledged	 	Pledged
	EXH MLP LP LLC
	 	Exterran Partners, L.P.	 	 	 	 	 	100% of the common
	 
	 	 	 	 	 	 	 	units owned, which is
	 
	 	 	 	 	 	 	 	currently 7,751,641,
	 
	 	 	 	 	 	 	 	excluding Treasury
	 
	 	 	 	 	 	 	 	units, and 100% of the
	 
	 	 	 	 	 	 	 	subordinated units
	Universal Compression International, Inc.
	 	Exterran (Beijing) Energy Equipment Company Ltd.	 	N/A	 	N/A	 	65%
	Universal Compression International, Inc.
	 	Enterra Compression Investment Company	 	4	 	1,002	 	100%
	 
	 	 	 	5	 	2	 	(combined)
	Universal Compression International, Inc.
	 	Excel Energy Services Limited	 	N/A	 	N/A	 	65%
	Universal Compression International, Inc.
	 	Universal Compression International Ltd.	 	4	 	65	 	65%
	Universal Compression Services LLC
	 	Exterran (Australia) Pty Ltd	 	2	 	65	 	65%
	 
	 	 	 	7	 	1,894,440	 	(combined)
	Universal Compression Services LLC
	 	Exterran (Thailand), Ltd.	 	36	 	390,000	 	65%
	Universal Compression Services LLC
	 	Exterran Peru, S.R.L.	 	N/A	 	N/A	 	65%
	Universal Compression Services LLC
	 	Universal Compression Services de Venezuela C.A.	 	1	 	2,317,657	 	65%
	Exterran Energy Solutions, L.P.
	 	Hanover Canada Corporation	 	5	 	66	 	66%
	EXH GP LP LLC
	 	Exterran General Partner, L.P.	 	N/A	 	N/A	 	99.999%











Schedule 2-3









 








Schedule 3

Filings and Other Actions Required to Perfect Security Interests





	1.	 	Filing of UCC-1 Financing Statements, naming each Pledgor as debtor and the Administrative
Agent as secured party, and describing the Collateral, with the Secretary of State of the
State of Delaware.






	2.	 	Delivery to the Administrative Agent of all Pledged Securities consisting of certificated
securities, in each case properly endorsed for transfer or in blank.










Schedule 3-1









 








Schedule 4

Location of Jurisdiction of Organization and Chief Executive Office




	 	 	 

	Legal name:
	 	EES GP, L.P.
	Address:
	 	16666 Northchase Drive
	 
	 	Houston, TX 77060
	Jurisdiction of organization:
	 	Delaware
	Organizational number:
	 	4555005
	Location of
chief executive office or sole place of business:
	 	see address above
	 
	 	 
	Legal name:
	 	Enterra Compression Investment Company
	Address:
	 	16666 Northchase Drive
	 
	 	Houston, TX 77060
	Jurisdiction of organization:
	 	Delaware
	Organizational number:
	 	2566768
	Location of
chief executive office or sole place of business:
	 	see address above
	 
	 	 
	Legal name:
	 	EXH GP LP LLC
	Address:
	 	103 Foulk Road
	 
	 	Wilmington DE 19803
	Jurisdiction of organization:
	 	Delaware
	Organizational number:
	 	4229732
	Location of
chief executive office or sole place of business:
	 	see address above
	 
	 	 
	Legal name:
	 	EXH MLP LP LLC
	Address:
	 	103 Foulk Road
	 
	 	Wilmington DE 19803
	Jurisdiction of organization:
	 	Delaware
	Organizational number:
	 	4229737
	Location of chief executive officer or sole place of business:
	 	see address above
	 
	 	 
	Legal name:
	 	Exterran Energy Corp.
	Address:
	 	16666 Northchase Drive
	 
	 	Houston, TX 77060
	Jurisdiction of organization:
	 	Delaware
	Organizational number:
	 	3134929
	Location of
chief executive office or sole place of business:
	 	see address above






Schedule 4-1









 






	 	 	 

	Legal name:
	 	Exterran Energy Solutions, L.P.
	Address:
	 	16666 Northchase Drive
	 
	 	Houston, TX 77060
	Jurisdiction of organization:
	 	Delaware
	Organizational number:
	 	3326660
	Location of chief executive officer or sole place of business:
	 	see address above
	 
	 	 
	Legal name:
	 	Exterran General Holdings LLC
	Address:
	 	16666 Northchase Drive
	 
	 	Houston, TX 77060
	Jurisdiction of organization:
	 	Delaware
	Organizational number:
	 	3326648
	Location of chief executive officer or sole place of business:
	 	see address above
	 
	 	 
	Legal name:
	 	Exterran HL LLC
	Address:
	 	103 Foulk Road
	 
	 	Wilmington DE 19803
	Jurisdiction of organization:
	 	Delaware
	Organizational number:
	 	3608657
	Location of chief executive officer or sole place of business:
	 	see address above
	 
	 	 
	Legal name:
	 	Exterran Holdings HL LLC
	Address:
	 	103 Foulk Road
	 
	 	Wilmington DE 19803
	Jurisdiction of organization:
	 	Delaware
	Organizational number:
	 	3608238
	Location of chief executive officer or sole place of business:
	 	see address above
	 
	 	 
	Legal name:
	 	Exterran Holdings, Inc.
	Address:
	 	16666 Northchase Drive
	 
	 	Houston, TX 77060
	Jurisdiction of organization:
	 	Delaware
	Organizational number:
	 	4295474
	Location of
chief executive office or sole place of business:
	 	see address above






Schedule 4-2









 






	 	 	 

	Legal name:
	 	Hanover Asia, Inc.
	Address:
	 	16666 Northchase Drive
	 
	 	Houston, TX 77060
	Jurisdiction of organization:
	 	Delaware
	Organizational number:
	 	3070145
	Location of
chief executive office or sole place of business:
	 	see address above
	 
	 	 
	Legal name:
	 	Universal Compression International, Inc.
	Address:
	 	16666 Northchase Drive
	 
	 	Houston, TX 77060
	Jurisdiction of organization:
	 	Delaware
	Organizational number:
	 	2931334
	Location of
chief executive office or sole place of business:
	 	see address above
	 
	 	 
	Legal name:
	 	Universal Compression Services LLC
	Address:
	 	16666 Northchase Drive
	 
	 	Houston, TX 77060
	Jurisdiction of organization:
	 	Delaware
	Organizational number:
	 	3000319
	Location of
chief executive office or sole place of business:
	 	see address above







Schedule 4-3