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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 Form 10-Q
 (MARK ONE)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED March 31, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROMTO.
 Commission File No. 001-33078
 EXTERRAN PARTNERS, L.P.
 (Exact name of registrant as specified in its charter)
 Delaware
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    22-3935108
(I.R.S. Employer
Identification No.)
 16666 Northchase Drive 
Houston, Texas
(Address of principal executive offices)
    
    77060
(Zip Code)
 (281) 836-7000
(Registrants telephone number, including area code)
  þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ




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TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets
    
    
    3Condensed Consolidated Statements of Operations
    
    
    4Condensed Consolidated Statements of Comprehensive Income (Loss)
    
    
    5Condensed Consolidated Statements of Cash Flows
    
    
    6Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    23Item 4. Controls and Procedures
    
    
    23PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    24Item 1A. Risk Factors
    
    
    24Item 5. Other Information
    
    
    24Item 6. Exhibits
    
    
    25SIGNATURES
    
    
    26First Amended and Restated Limited Partnership AgreementFirst Amendment to Loan DocumentsCertification of the Chief Executive Officer Pursuant to Rule 13a-14Certification of the Chief Financial Officer Pursuant to Rule 13a-14Certification of the Chief Executive Officer Pursuant to Section 906Certification of the Chief Financial Officer Pursuant to Section 906Resignation Letter from Ernie L. Danner
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PART I. FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 EXTERRAN PARTNERS, L.P.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
   March 31, 2008
    
    
    December 31, 2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    286
    
    
    $
    2,835Accounts receivable, trade, net of allowance of $129 and $86, respectively
    
    
    21,500
    
    
    
    13,434Accounts receivable, affiliate
    
    
    1,822
    
    
    
    36,941Total current assets
    
    
    23,608
    
    
    
    53,210Compression equipment
    
    
    398,066
    
    
    
    393,906Accumulated depreciation
    
    
    (98,491
    )
    
    
    (92,938
    )Net compression equipment
    
    
    299,575
    
    
    
    300,968Goodwill
    
    
    67,152
    
    
    
    67,152Other assets
    
    
    1,569
    
    
    
    1,699Total assets
    
    $
    391,904
    
    
    $
    423,029LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable, trade
    
    $
    541
    
    
    $
    481Accounts payable, affiliate
    
    
    11,846
    
    
    
    45,318Accrued liabilities
    
    
    2,056
    
    
    
    1,991Accrued interest
    
    
    3,269
    
    
    
    3,142Current portion of interest rate swaps
    
    
    5,581
    
    
    
    2,170Total current liabilities
    
    
    23,293
    
    
    
    53,102Long-term debt
    
    
    217,000
    
    
    
    217,000Interest rate swaps
    
    
    11,645
    
    
    
    7,768Other long-term liabilities
    
    
    40
    
    
    
    Total liabilities
    
    
    251,978
    
    
    
    277,870Commitments and contingencies (Note 11)Partners capital:Limited partner units:Common units, 10,353,790 units issued and outstanding
    
    
    197,670
    
    
    
    197,903Subordinated units, 6,325,000 units issued and outstanding
    
    
    (47,240
    )
    
    
    (49,411
    )General partner units, 2% interest with 340,383 units issued and outstanding
    
    
    5,944
    
    
    
    5,827Accumulated other comprehensive loss
    
    
    (16,448
    )
    
    
    (9,160
    )Total partners capital
    
    
    139,926
    
    
    
    145,159Total liabilities and partners capital
    
    $
    391,904
    
    
    $
    423,029
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EXTERRAN PARTNERS, L.P.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
   Three Months Ended March 31,2008
    
    
    2007Revenue
    
    $
    35,267
    
    
    $
    17,585Costs and expenses:Cost of sales (excluding depreciation)
    
    
    16,143
    
    
    
    7,507Depreciation
    
    
    5,674
    
    
    
    2,782Selling, general and administrative
    
    
    3,001
    
    
    
    2,770Interest expense
    
    
    3,801
    
    
    
    2,133Other (income) expense, net
    
    
    (10
    )
    
    
    (6
    )Total costs and expenses
    
    
    28,609
    
    
    
    15,186Income before income taxes
    
    
    6,658
    
    
    
    2,399Income taxes
    
    
    111
    
    
    
    56Net income
    
    $
    6,547
    
    
    $
    2,343General partner interest in net income
    
    $
    187
    
    
    $
    47Limited partner interest in net income
    
    $
    6,360
    
    
    $
    2,296Weighted average limited partners units outstanding:Basic
    
    
    16,679
    
    
    
    12,650Diluted
    
    
    16,791
    
    
    
    12,671Earnings per limited partner unitBasic
    
    $
    0.38
    
    
    $
    0.18Earnings per limited partner unitDiluted
    
    $
    0.38
    
    
    $
    0.18
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EXTERRAN PARTNERS, L.P.
 
 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
   Three Months Ended March 31,2008
    
    
    2007Net income
    
    $
    6,547
    
    
    $
    2,343Other comprehensive loss:Interest rate swap loss
    
    
    (7,288
    )
    
    
    (549
    )Comprehensive income (loss)
    
    $
    (741
    )
    
    $
    1,794
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EXTERRAN PARTNERS, L.P.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
   Three Months Ended March 31,2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    6,547
    
    
    $
    2,343Adjustments to reconcile net income to cash provided by operating activities:Depreciation
    
    
    5,674
    
    
    
    2,782Amortization of debt issuance cost
    
    
    64
    
    
    
    56Amortization of fair value of acquired interest rate swaps
    
    
    41
    
    
    
    Unit based compensation expense
    
    
    (546
    )
    
    
    588Changes in assets and liabilities:Accounts receivable, trade
    
    
    (8,066
    )
    
    
    2,576Other assets
    
    
    25
    
    
    
    Accounts payable, trade
    
    
    60
    
    
    
    (1,195
    )Other liabilities
    
    
    192
    
    
    
    771Net cash provided by operating activities
    
    
    3,991
    
    
    
    7,921Cash flows from investing activities:Capital expenditures
    
    
    (4,469
    )
    
    
    (6,079
    )Net cash used in investing activities
    
    
    (4,469
    )
    
    
    (6,079
    )Cash flows from financing activities:Distributions to unitholders
    
    
    (7,292
    )
    
    
    (3,585
    )Capital contribution from limited and general partner
    
    
    3,574
    
    
    
    1,578Decrease (increase) in net accounts receivable/accounts payable with affiliate
    
    
    1,647
    
    
    
    (795
    )Net cash used in financing activities
    
    
    (2,071
    )
    
    
    (2,802
    )Net decrease in cash and cash equivalents
    
    
    (2,549
    )
    
    
    (960
    )Cash and cash equivalents at beginning of period
    
    
    2,835
    
    
    
    2,430Cash and cash equivalents at end of period
    
    $
    286
    
    
    $
    1,470
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EXTERRAN PARTNERS, L.P.
 
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Organization
     Unit-Based Compensation
  Segment Reporting
  Earnings Per Limited Partner Unit
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Reclassifications
  2. RECENT ACCOUNTING PRONOUNCEMENTS
      8




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3. JULY 2007 CONTRACT OPERATIONS ACQUISITION
    Pro Forma Financial Information
  9




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
    
    the contribution of the assets in the July 2007 Contract Operations Acquisition from
Universal Compression Holdings to us;
    
    our assumption of $159.6 million of Universal Compression Holdings long-term debt;
    
    the issuance of our common units in a private placement, payment of estimated private
placement fees and use of the proceeds received from the private placement to repay a
portion of the debt assumed from Universal Compression Holdings; and
    
    additional borrowings of $90 million under our amended revolving credit facility and use
of those proceeds to repay the remainder of the debt assumed from Universal Compression
Holdings.
 Three MonthsEndedMarch 31, 2007(In thousands, exceptper unit amounts)Total revenues
    
    $
    31,695Net income
    
    $
    5,232Earnings per limited partner unitBasic
    
    $
    0.31Earnings per limited partner unitDiluted
    
    $
    0.31
 4. MERGER BETWEEN UNIVERSAL COMPRESSION HOLDINGS AND HANOVER
  5. RELATED PARTY TRANSACTIONS
  
    
    certain agreements not to compete between Exterran Holdings and its affiliates, on the
one hand, and us and our affiliates, on the other hand;
    
    Exterran Holdings obligation to provide all operational staff, corporate staff and
support services reasonably necessary to operate our business and our obligation to
reimburse Exterran Holdings for the provision of such services, subject to certain
limitations and the cost caps discussed below;
    
    the terms under which we, Exterran Holdings, and our respective affiliates may transfer
compression equipment among one another to meet our respective contract operations services
obligations;
    
    the terms under which we may purchase newly-fabricated contract operations equipment from
Exterran Holdings affiliates;
    
    Exterran Holdings grant of a license of certain intellectual property to us, including
our logo; and
    
    Exterran Holdings obligation to indemnify us for certain liabilities and our obligation
to indemnify Exterran Holdings for certain liabilities.
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6. LONG-TERM DEBT
     7. CASH DISTRIBUTIONS
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8. UNIT-BASED COMPENSATION
   Long-Term Incentive Plan
   Unit Options
  Phantom Units
  WeightedAverageGrant-DatePhantom
    
    
    Fair ValueUnits
    
    
    per UnitPhantom units outstanding, December 31, 2007
    
    
    9,432
    
    
    $
    25.87Granted
    
    
    44,310
    
    
    
    32.22Phantom units outstanding, March 31, 2008
    
    
    53,742
    
    
    $
    31.11
  9. ACCOUNTING FOR INTEREST RATE SWAP AGREEMENTS
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Fair Value ofFloating Rate to be
    
    Notional
    
    Swap atFixed Rate to be Paid
    
    
    
    Maturity Date
    
    Received
    
    Amount
    
    March 31, 20085.275
    %
    
    
    
    December 1, 2011
    
    Three Month LIBOR
    
    $
    125,000
    
    
    $
    (10,322
    )5.343
    %
    
    
    
    October 20, 2011
    
    Three Month LIBOR
    
    
    40,000
    
    
    
    (3,472
    )5.315
    %
    
    
    
    October 20, 2011
    
    Three Month LIBOR
    
    
    40,000
    
    
    
    (3,432
    )
   10. FAIR VALUE OF INTEREST RATE SWAPS
   
    
    Level 1 Quoted unadjusted prices for identical instruments in active markets to which we
have access at the date of measurement.
    
    Level 2 Quoted prices for similar instruments in active markets; quoted prices for
identical or similar instruments in markets that are not active; and model-derived valuations
in which all significant inputs and significant value drivers are observable in active
markets. Level 2 inputs are those in markets for which there are few transactions, the prices
are not current, little public information exists or prices vary substantially over time or
among brokered market makers.
    
    Level 3 Model derived valuations in which one or more significant inputs or significant
value drivers are unobservable. Unobservable inputs are those inputs that reflect our own
assumptions regarding how market participants would price the asset or liability based on the
best available information.
  As of March 31, 2008Quotedmarket
    
    Significantprices in
    
    other
    
    Significantactive
    
    observable
    
    unobservablemarkets
    
    inputs
    
    inputsTotal
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Interest rate swaps asset (liability)
    
    $
    (17,226
    )
    
    $
    
    
    
    $
    (17,226
    )
    
    $
    
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11. COMMITMENTS AND CONTINGENCIES
  12.
SUBSEQUENT EVENTS
    14




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ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
   
    
    our business growth strategy and projected costs;
    
    our future financial position;
    
    the sufficiency of available cash flows to make cash distributions;
    
    the expected timing and amount of our capital expenditures;
    
    anticipated cost savings, future revenue, gross margin and other financial or operational
measures related to our business;
    
    the future value of our equipment;
    
    plans and objectives of our management for our future operations; and
    
    any potential contribution of additional assets from Exterran Holdings, Inc. (Exterran
Holdings) to us.
  
    
    conditions in the oil and gas industry, including a sustained decrease in the level of
supply or demand for natural gas and the impact on the price of natural gas, which could
cause a decline in the demand for our compression services;
    
    reduced profit margins or the loss of market share resulting from competition or the
introduction of competing technologies by other companies;
    
    dependence on Exterran Holdings to provide services, including its ability to hire, train
and retain key employees and to timely and cost effectively obtain components necessary to
conduct our business;
    
    changes in economic or political conditions, including terrorism and legislative changes;
    
    the inherent risks associated with our operations, such as equipment defects,
malfunctions and natural disasters;
    
    an IRS challenge to our valuation methodologies, which may result in a shift of income,
gain, loss and deduction between the general partner and the unitholders;
    
    our inability to implement certain business and financial objectives, such as:
 
    
    growing our asset base, particularly our fleet of compressors;
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
    
    integrating acquired businesses;
    
    generating sufficient cash;
    
    accessing the capital markets; and
    
    refinancing existing or incurring additional indebtedness to fund our business;
 
    
    liability related to the use of our products and services;
    
    changes in governmental safety, health, environmental and other regulations, which could
require us to make significant expenditures; and
    
    our level of indebtedness and ability to fund our business.
  GENERAL
   July 2007 Contract Operations Acquisition
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Merger Between Universal Compression Holdings and Hanover Compressor Company
   Omnibus Agreement
  
    
    when we and Exterran Holdings may compete with each other;
    
    Exterran Holdings agreement to provide to us operational staff, corporate staff and
support services necessary to run our business;
    
    the terms under which we may purchase from Exterran Holdings newly fabricated contract
operations equipment and under which we may transfer to and receive from Exterran Holdings
idle contract operations equipment; and
    
    an agreement by Exterran Holdings to provide caps on the amount of cost of sales and
selling, general and administrative (SG&A) expenses that we must pay each quarter. The caps
expire on December 31, 2008.
  OVERVIEW
 Industry Conditions
  17




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
    
    aging producing natural gas fields will require more compression to continue producing the
same volume of natural gas; and
    
    increasing production from unconventional sources, which include tight sands, shale and
coal bed methane, generally require more compression than production from conventional
sources to produce the same volume of natural gas.
 Partnership Performance Trends and Outlook
   Operating Highlights
  Three Months EndedMarch 31, 2008
    
    December 31, 2007
    
    March 31, 2007Total Available Horsepower (at period end)
    
    
    719,989
    
    
    
    722,557
    
    
    
    358,445Average Operating Horsepower
    
    
    659,459
    
    
    
    667,364
    
    
    
    331,039Horsepower Utilization:Spot (at period end)
    
    
    91
    %
    
    
    93
    %
    
    
    93
    %Average
    
    
    91
    %
    
    
    94
    %
    
    
    95
    %
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FINANCIAL RESULTS OF OPERATIONS
 The three months ended March 31, 2008 and 2007
  Three Months Ended March 31,2008
    
    
    2007(Dollars in thousands)Revenue
    
    $
    35,267
    
    
    $
    17,585Gross margin (1)
    
    
    19,124
    
    
    
    10,078Gross margin percentage
    
    
    54
    %
    
    
    57
    %Expenses:Depreciation
    
    $
    5,674
    
    
    $
    2,782Selling, general and administrative
    
    
    3,001
    
    
    
    2,770Interest expense
    
    
    3,801
    
    
    
    2,133Other (income) expense, net
    
    
    (10
    )
    
    
    (6
    )Income tax expense
    
    
    111
    
    
    
    56Net income
    
    $
    6,547
    
    
    $
    2,343
 
 (1)
    
    For a reconciliation of gross margin to its most directly comparable financial measure
calculated and presented in accordance with accounting principles generally accepted in the
U.S. (GAAP), please read Part I, Item 2 (Managements Discussion and Analysis of Financial
Condition and Results of Operations  Non-GAAP Financial Measure) of this report. Revenue.
 Gross Margin.
 Gross Margin Percentage.
 Depreciation.
 SG&A.
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Interest expense.
 Income Tax Expense.
 LIQUIDITY AND CAPITAL RESOURCES
  Three Months Ended March 31,2008
    
    2007(Dollars in thousands)Net cash provided by (used in):Operating activities
    
    $
    3,991
    
    
    $
    7,921Investing activities
    
    
    (4,469
    )
    
    
    (6,079
    )Financing activities
    
    
    (2,071
    )
    
    
    (2,802
    )
 As ofMarch 31, 2008(Dollars in thousands)Cash and cash equivalents
    
    $
    286Working capital, net of cash and cash equivalents
    
    
    29
 Operating Activities.
 Investing Activities.
 Financing Activities.
 Capital Requirements.
 
    
    maintenance capital expenditures, which are capital expenditures made to maintain the
existing operating capacity of our assets and related cash flows further extending the useful
lives of the assets; and
    
    expansion capital expenditures, which are capital expenditures made to expand or to replace
partially or fully depreciated assets or to expand the operating capacity or revenue
generating capabilities of existing or new assets, whether through construction, acquisition
or modification.
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Our Ability to Grow Depends on Our Ability to Access External Expansion Capital
 Long-term Debt.
  Distributions to Unitholders.
  NON-GAAP FINANCIAL MEASURE
   21




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Three Months Ended March 31,2008
    
    
    2007(Dollars in thousands)Net income
    
    $
    6,547
    
    
    $
    2,343Depreciation
    
    
    5,674
    
    
    
    2,782Selling, general and administrative
    
    
    3,001
    
    
    
    2,770Interest expense
    
    
    3,801
    
    
    
    2,133Other (income) expense, net
    
    
    (10
    )
    
    
    (6
    )Income tax expense
    
    
    111
    
    
    
    56Gross margin
    
    $
    19,124
    
    
    $
    10,078
 OFF-BALANCE SHEET ARRANGEMENTS
  22




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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
 Variable Rate Debt
   Interest Rate Swap Arrangements
   Fair Value ofFloating Rate to be
    
    Notional
    
    Swap atFixed Rate to be Paid
    
    
    
    Maturity Date
    
    Received
    
    Amount
    
    March 31, 20085.275
    %
    
    
    
    December 1, 2011
    
    Three Month LIBOR
    
    $
    125,000
    
    
    $
    (10,322
    )5.343
    %
    
    
    
    October 20, 2011
    
    Three Month LIBOR
    
    $
    40,000
    
    
    $
    (3,472
    )5.315
    %
    
    
    
    October 20, 2011
    
    Three Month LIBOR
    
    $
    40,000
    
    
    $
    (3,432
    )
  
 ITEM 4. Controls and Procedures
 Managements Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  23




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PART II. OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
  
 ITEM 1A. Risk Factors
  
 ITEM 5. Other Information
     24




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ITEM 6 Exhibits
 Exhibit No.
    
    Description2.1
    
    Amended and Restated Contribution Conveyance and Assumption Agreement, dated July 6, 2007, by
and among Universal Compression Partners, L.P., Universal Compression, Inc., UCO Compression
2005 LLC, UCI Leasing LLC, UCO GP, LLC, UCI GP LP LLC, UCO General Partner, LP, UCI MLP LP LLC,
UCLP Operating LLC and UCLP Leasing LLC., incorporated by reference to Exhibit 2.1 to Current
Report on Form 8-K filed on July 11, 2007.3.1
    
    Certificate of Limited Partnership of Universal Compression Partners, L.P. (now Exterran
Partners, L.P.), incorporated by reference to Exhibit 3.1 to the Registrants Registration
Statement on Form S-1 filed June 27, 2006.3.2
    
    Certificate of Amendment to Certificate of Limited Partnership of Universal Compression
Partners, L.P. (now Exterran Partners, L.P.), dated as of August 20, 2007, incorporated by
reference to Exhibit 3.1 to Current Report on Form 8-K filed on August 24, 2007.3.3*
    
    First Amended and Restated Limited Partnership Agreement of Exterran Partners, L.P., as amended.3.4
    
    Certificate of Partnership of UCO General Partner, LP (now Exterran General Partner, L.P.),
incorporated by reference to Exhibit 3.3 to the Registrants Registration Statement on Form S-1
filed June 27, 2006.3.5
    
    Amended and Restated Limited Partnership Agreement of UCO General Partner, LP (now Exterran
General Partner, L.P.), incorporated by reference to Exhibit 3.2 to the Registrants Current
Report on Form 8-K filed October 26, 2006.3.6
    
    Certificate of Formation of UCO GP, LLC (now Exterran GP LLC), incorporated by reference to
Exhibit 3.5 to the Registrants Registration Statement on Form S-1 filed June 27, 2006.3.7
    
    Amended and Restated Limited Liability Company Agreement of UCO GP, LLC (now Exterran GP LLC),
incorporated by reference to Exhibit 3.3 to the Registrants Current Report on Form 8-K filed
October 26, 2006.10.1
    
    Amendment to Exterran Partners, L.P. Long-Term Incentive Plan, incorporated by reference to
Exhibit 10.1 to the Registrants Current Report on Form 8-K filed February 29, 2008.10.2*
    
    First Amendment to Loan Documents, dated May 8, 2008, by and among EXLP Operating LLC, as
Borrower, Exterran Partners, L.P., as Guarantor, EXLP Leasing LLC, as Guarantor, Wachovia
Bank, National Association, as Administrative Agent and the other lenders party thereto.31.1*
    
    Certification of the Chief Executive Officer of Exterran GP LLC (as general partner of the
general partner of Exterran Partners, L.P.) pursuant to Rule 13a-14 under the Securities
Exchange Act of 1934.31.2*
    
    Certification of the Chief Financial Officer of Exterran GP LLC (as general partner of the
general partner of Exterran Partners, L.P.) pursuant to Rule 13a-14 under the Securities
Exchange Act of 1934.32.1*
    
    Certification of the Chief Executive Officer of Exterran GP LLC (as general partner of the
general partner of Exterran Partners, L.P.) pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2*
    
    Certification of the Chief Financial Officer of Exterran GP LLC (as general partner of the
general partner of Exterran Partners, L.P.) pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.1*
    
    Resignation Letter of Ernie L. Danner
 
 
    
    Management contract or compensatory plan or arrangement.*
    
    Filed herewith. 25




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SIGNATURES
  Exterran Partners, L.P.May 8, 2008By: EXTERRAN GENERAL PARTNER, L.P.its General PartnerBy: EXTERRAN GP LLCits General PartnerBy: /s/ DANIEL K. SCHLANGERDaniel K. SchlangerSenior Vice President, Chief Financial Officer and Director(Principal Financial Officer)By: /s/ KENNETH R. BICKETTKenneth R. BickettVice President and Controller(Principal Accounting Officer)
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Index to Exhibits
 Exhibit No.
    
    Description2.1
    
    Amended and Restated Contribution Conveyance and Assumption Agreement, dated July 6,
2007, by and among Universal Compression Partners, L.P., Universal Compression, Inc.,
UCO Compression 2005 LLC, UCI Leasing LLC, UCO GP, LLC, UCI GP LP LLC, UCO General
Partner, LP, UCI MLP LP LLC, UCLP Operating LLC and UCLP Leasing LLC., incorporated
by reference to Exhibit 2.1 to Current Report on Form 8-K filed on July 11, 2007.3.1
    
    Certificate of Limited Partnership of Universal Compression Partners, L.P. (now
Exterran Partners, L.P.), incorporated by reference to Exhibit 3.1 to the
Registrants Registration Statement on Form S-1 filed June 27, 2006.3.2
    
    Certificate of Amendment to Certificate of Limited Partnership of Universal
Compression Partners, L.P. (now Exterran Partners, L.P.), dated as of August 20,
2007, incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on
August 24, 2007.3.3*
    
    First Amended and Restated Limited Partnership Agreement of Exterran Partners, L.P.,
as amended.3.4
    
    Certificate of Partnership of UCO General Partner, LP (now Exterran General Partner,
L.P.), incorporated by reference to Exhibit 3.3 to the Registrants Registration
Statement on Form S-1 filed June 27, 2006.3.5
    
    Amended and Restated Limited Partnership Agreement of UCO General Partner, LP (now
Exterran General Partner, L.P.), incorporated by reference to Exhibit 3.2 to the
Registrants Current Report on Form 8-K filed October 26, 2006.3.6
    
    Certificate of Formation of UCO GP, LLC (now Exterran GP LLC), incorporated by
reference to Exhibit 3.5 to the Registrants Registration Statement on Form S-1 filed
June 27, 2006.3.7
    
    Amended and Restated Limited Liability Company Agreement of UCO GP, LLC (now Exterran
GP LLC), incorporated by reference to Exhibit 3.3 to the Registrants Current Report
on Form 8-K filed October 26, 2006.10.1
    
    Amendment to Exterran Partners, L.P. Long-Term Incentive Plan, incorporated by
reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed
February 29, 2008.10.2*
    
    First Amendment to Loan Documents, dated May 8, 2008, by and among EXLP Operating LLC, as
Borrower, Exterran Partners, L.P., as Guarantor, EXLP Leasing LLC, as Guarantor, Wachovia
Bank, National Association, as Administrative Agent and the other lenders party thereto.31.1*
    
    Certification of the Chief Executive Officer of Exterran GP LLC (as general partner
of the general partner of Exterran Partners, L.P.) pursuant to Rule 13a-14 under the
Securities Exchange Act of 1934.31.2*
    
    Certification of the Chief Financial Officer of Exterran GP LLC (as general partner
of the general partner of Exterran Partners, L.P.) pursuant to Rule 13a-14 under the
Securities Exchange Act of 1934.32.1*
    
    Certification of the Chief Executive Officer of Exterran GP LLC (as general partner
of the general partner of Exterran Partners, L.P.) pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2*
    
    Certification of the Chief Financial Officer of Exterran GP LLC (as general partner
of the general partner of Exterran Partners, L.P.) pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.1*
    
    Resignation Letter of Ernie L. Danner
 
 
    
    Management contract or compensatory plan or arrangement.*
    
    Filed herewith. 27