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FIRST AMENDMENT TO
 LOAN DOCUMENTS
 Dated as of May 8, 2008
  EXLP OPERATING LLC,
 EXTERRAN PARTNERS, L.P.
 EXLP LEASING LLC,
 WACHOVIA BANK, NATIONAL ASSOCIATION,
  THE LENDERS PARTY HERETO
  WACHOVIA CAPITAL MARKETS, LLC




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THIS FIRST AMENDMENT TO LOAN DOCUMENTS First Amendment Borrower EXLP EXLP
Leasing Guarantors Administrative Agent Wachovia Securities Sole Lead
Arranger Sole Book Runner Lenders Appendix I Authorization
 R E C I T A L S
 Credit Agreement
 Collateral Agreement
 Guaranty Agreement
 Commitment Increase Certificate




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ARTICLE 1
Definitions
  ARTICLE 2
Amendments to the Credit Agreement
 Global Amendments
 Amendments to Section 1.02 of the Credit Agreement
  Commitment Increase Certificate
 EESLP
 Exterran
 EXLP
 EXLP Group
 EXLP Partnership Agreement
 -2-




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First Amendment
 First Amendment Effective Date
  Agreement
    General Partner
  Guarantors
  Holdings
  Loan Documents
  -3-




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Amendments to Section 2.06 of the Credit Agreement
 provided however Section
2.06 provided further
 Amendments to Section 3.04 of the Credit Agreement
  Amendments to Section 7.07 of the Credit Agreement
 Term Loans
 Amendments to Section 8.07 of the Credit Agreement
 -4-




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Amendments to Section 9.01 of the Credit Agreement
  Amendments to Section 9.11 of the Credit Agreement
  ARTICLE 3
Amendments to the Collateral Agreement
 Global Amendments
 Amendments to Section 1.01 of the Collateral Agreement
  First Amendment
  Agreement
 -5-




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ARTICLE 4
Amendments to the Guaranty Agreement
 Global Amendments
 Amendments to Section 1.01 of the Guaranty Agreement
  First Amendment
  Agreement
 ARTICLE 5
Conditions Precedent
 Conditions Precedent
  Exhibit A
   -6-




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ARTICLE 6
Miscellaneous
 Loan Documents in Full Force and Effect as Amended
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Representations
     -8-




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Counterparts
 Successor and Assigns
 Headings
 Payment of Expenses Section 6.6
 No Oral Agreements . This First Amendment and the other Loan Documents
embody the entire agreement and understanding between the parties and supersede all other
agreements and understandings between such parties relating to the subject matter hereof and
thereof. This First Amendment and the other Loan Documents represent the final agreement between
the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral
agreements of the parties. There are no unwritten oral agreements between the parties.
 Governing Law . This First Amendment shall be governed by, and construed
in accordance with, the laws of the State of Texas.
 [Signatures begin on the following page]
 -9-




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BORROWER:
    EXLP OPERATING LLCBy:
    EXTERRAN PARTNERS, L.P.,its sole MemberBy:
    EXTERRAN GENERAL PARTNER, L.P.its General PartnerBy:
    EXTERRAN GP LLCits General PartnerBy:J. Michael AndersonSenior Vice President




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GUARANTORS:
    EXTERRAN PARTNERS, L.P.By:
    EXTERRAN GENERAL PARTNER, L.P.,its General PartnerBy:
    EXTERRAN GP LLC,its General PartnerBy:Name:Title: EXLP LEASING LLCBy:
    EXLP OPERATING LLC,its sole memberBy:
    EXTERRAN PARTNERS, L.P.,its sole memberBy:
    EXTERRAN GENERAL PARTNER, L.P.,its General PartnerBy:
    EXTERRAN GP LLC,its General PartnerBy:Name:Title:




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ADMINISTRATIVE AGENT AND LENDERS:
    WACHOVIA BANK, NATIONAL
ASSOCIATION, in its capacity as Administrative Agent and in its capacity as a Lender,
on behalf of itself and the other Lenders pursuant to the AuthorizationBy:Todd SchanzlinDirector




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EXHIBIT A
 FORM OF TERM LOAN ASSUMPTION AGREEMENT
  
 Term Loan Assumption Agreement
  Credit Agreement Borrower Guarantor Administrative Agent Lenders
 Term Loan Lender Agreement Annex I Term
Commitment
  Annex I




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Commitment Effective Date




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THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO PRINCIPLES
THEREOF RELATING TO CONFLICTS OF LAW.
 [Signatures begin on the following page]




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Very truly yours,[NAME OF EACH TERM LOAN LENDER]By:Name:Title:




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th
 EXLP OPERATING LLCBy:
    EXTERRAN PARTNERS, L.P.,its sole MemberBy:
    EXTERRAN GENERAL PARTNER, L.P.its General PartnerBy:
    EXTERRAN GP LLCits General PartnerBy:J. Michael AndersonSenior Vice President




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th
 WACHOVIA BANK, NATIONAL ASSOCIATION,
     as Administrative AgentBy:Name:
    Todd SchanzlinTitle:
    Director




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EXTERRAN PARTNERS, L.P.By:
    EXTERRAN GENERAL PARTNER, L.P.,its General PartnerBy:
    EXTERRAN GP LLC,its General PartnerBy:Name:Title: EXLP LEASING LLCBy:
    EXLP OPERATING LLC,its sole memberBy:
    EXTERRAN PARTNERS, L.P.,its sole memberBy:
    EXTERRAN GENERAL PARTNER, L.P.,its General PartnerBy:
    EXTERRAN GP LLC,its General PartnerBy:Name:Title:




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Annex I
TERMS AND CONDITIONS FOR
TERM LOAN ASSUMPTION AGREEMENT
  Name of Borrower
 Term Commitment Amounts (as of the Commitment Effective Date)
 Names/Addresses ofTerm Loan Lenders
    
    
    
    Amount of Term Commitment[___]
    
    
    
    $[___]
 Term Loan Funding Date provided
 Term Loan Maturity Date
 Applicable Margin
 Applicable MarginTotal Leverage Ratio
    
    Eurodollar Loans (bps)
    
    ABR Loans (bps)Greater than 4.75 to 1.0
    
    
    250
    
    
    
    150Less than or equal to 4.75 to
1.0 but greater than 4.25 to 1.0
    
    
    225
    
    
    
    125Less than or equal to 4.25 to
1.0 but greater than 3.75 to 1.0
    
    
    200
    
    
    
    100Less than or equal to 3.75 to
1.0 but greater than 3.25 to 1.0
    
    
    175
    
    
    
    75Less than or equal to 3.25 to 1.0
    
    
    150
    
    
    
    50




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Use of Proceeds




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APPENDIX I
 FORM OF AUTHORIZATION
  
 Re:
    
    First Amendment to Loan Documents dated as of May 8, 2008 (the First
Amendment) among EXLP Operating LLC, as the Borrower, Exterran Partners, L.P.
(EXLP), as a Guarantor, EXLP Leasing LLC, as a Guarantor, Wachovia Bank,
National Association, as the Administrative Agent and the Lenders which are parties
thereto
  Credit Agreement
 [Insert name of applicable financial institution]By:Name:Title: