##### 



Exhibit 3.3
   FIRST AMENDED AND RESTATED
 AGREEMENT OF LIMITED PARTNERSHIP
 OF
 EXTERRAN PARTNERS, L.P.
 As amended on April 14, 2008 by Amendment No. 1,
effective as of January 1, 2007




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TABLE OF CONTENTS
 ARTICLE IDEFINITIONSSection 1.1. Definitions
    
    
    1Section 1.2. Construction
    
    
    20ARTICLE IIORGANIZATIONSection 2.1. Formation
    
    
    20Section 2.2. Name
    
    
    21Section 2.3. Registered Office; Registered Agent; Principal Office; Other Offices
    
    
    21Section 2.4. Purpose and Business
    
    
    21Section 2.5. Powers
    
    
    22Section 2.6. Power of Attorney
    
    
    22Section 2.7. Term
    
    
    23Section 2.8. Title to Partnership Assets
    
    
    23ARTICLE IIIRIGHTS OF LIMITED PARTNERSSection 3.1. Limitation of Liability
    
    
    24Section 3.2. Management of Business
    
    
    24Section 3.3. Outside Activities of the Limited Partners
    
    
    24Section 3.4. Rights of Limited Partners
    
    
    24ARTICLE IVCERTIFICATES; RECORD HOLDERS; TRANSFER OFPARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTSSection 4.1. Certificates
    
    
    25Section 4.2. Mutilated, Destroyed, Lost or Stolen Certificates
    
    
    26Section 4.3. Record Holders
    
    
    26Section 4.4. Transfer Generally
    
    
    27Section 4.5. Registration and Transfer of Limited Partner Interests
    
    
    27Section 4.6. Transfer of the General Partners General Partner Interest
    
    
    28Section 4.7. Transfer of Incentive Distribution Rights
    
    
    29Section 4.8. Restrictions on Transfers
    
    
    29Section 4.9. Citizenship Certificates; Non-citizen Assignees
    
    
    30Section 4.10. Redemption of Partnership Interests of Non-citizen Assignees
    
    
    31ARTICLE VCAPITAL CONTRIBUTIONS ANDISSUANCE OF PARTNERSHIP INTERESTSSection 5.1. Organizational Contributions
    
    
    32Section 5.2. Contributions by the General Partner and its Affiliates
    
    
    33Section 5.3. Contributions by Initial Limited Partners and Distributions to the General
Partner and its Affiliates
    
    
    33Section 5.4. Interest and Withdrawal
    
    
    34Section 5.5. Capital Accounts
    
    
    34
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Section 5.6. Issuances of Additional Partnership Securities
    
    
    37Section 5.7. Conversion of Subordinated Units
    
    
    38Section 5.8. Limited Preemptive Right
    
    
    40Section 5.9. Splits and Combinations
    
    
    40Section 5.10. Fully Paid and Non-Assessable Nature of Limited Partner Interests
    
    
    41ARTICLE VIALLOCATIONS AND DISTRIBUTIONSSection 6.1. Allocations for Capital Account Purposes
    
    
    41Section 6.2. Allocations for Tax Purposes
    
    
    50Section 6.3. Requirement and Characterization of Distributions; Distributions to Record Holders
    
    
    52Section 6.4. Distributions of Available Cash from Operating Surplus
    
    
    53Section 6.5. Distributions of Available Cash from Capital Surplus
    
    
    55Section 6.6. Adjustment of Minimum Quarterly Distribution and Target Distribution Levels
    
    
    55Section 6.7. Special Provisions Relating to the Holders of Subordinated Units
    
    
    56Section 6.8. Special Provisions Relating to the Holders of Incentive Distribution Rights
    
    
    57Section 6.9. Entity-Level Taxation
    
    
    57ARTICLE VIIMANAGEMENT AND OPERATION OF BUSINESSSection 7.1. Management
    
    
    57Section 7.2. Certificate of Limited Partnership
    
    
    60Section 7.3. Restrictions on the General Partners Authority
    
    
    60Section 7.4. Reimbursement of the General Partner
    
    
    60Section 7.5. Outside Activities
    
    
    61Section 7.6. Loans from the General Partner; Loans or Contributions from the Partnership or Group Members
    
    
    62Section 7.7. Indemnification
    
    
    63Section 7.8. Liability of Indemnitees
    
    
    65Section 7.9. Resolution of Conflicts of Interest; Standards of Conduct and
Modification of Duties
    
    
    65Section 7.10. Other Matters Concerning the General Partner
    
    
    67Section 7.11. Purchase or Sale of Partnership Securities
    
    
    68Section 7.12. Registration Rights of the General Partner and its Affiliates
    
    
    68Section 7.13. Reliance by Third Parties
    
    
    72ARTICLE VIIIBOOKS, RECORDS, ACCOUNTING AND REPORTSSection 8.1. Records and Accounting
    
    
    72Section 8.2. Fiscal Year
    
    
    72Section 8.3. Reports
    
    
    73ARTICLE IXTAX MATTERSSection 9.1. Tax Returns and Information
    
    
    73
 ii




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Section 9.2. Tax Elections
    
    
    73Section 9.3. Tax Controversies
    
    
    74Section 9.4. Withholding
    
    
    74ARTICLE XADMISSION OF PARTNERSSection 10.1. Admission of Initial Limited Partners
    
    
    74Section 10.2. Admission of Limited Partners
    
    
    74Section 10.3. Admission of Successor General Partner
    
    
    75Section 10.4. Amendment of Agreement and Certificate of Limited Partnership
    
    
    75ARTICLE XIWITHDRAWAL OR REMOVAL OF PARTNERSSection 11.1. Withdrawal of the General Partner
    
    
    76Section 11.2. Removal of the General Partner
    
    
    77Section 11.3. Interest of Departing General Partner and Successor General Partner
    
    
    78Section 11.4. Termination of Subordination Period, Conversion of Subordinated Units and
Extinguishment of Cumulative Common Unit Arrearages
    
    
    80Section 11.5. Withdrawal of Limited Partners
    
    
    80ARTICLE XIIDISSOLUTION AND LIQUIDATIONSection 12.1. Dissolution
    
    
    80Section 12.2. Continuation of the Business of the Partnership After Dissolution
    
    
    80Section 12.3. Liquidator
    
    
    81Section 12.4. Liquidation
    
    
    82Section 12.5. Cancellation of Certificate of Limited Partnership
    
    
    82Section 12.6. Return of Contributions
    
    
    82Section 12.7. Waiver of Partition
    
    
    83Section 12.8. Capital Account Restoration
    
    
    83ARTICLE XIIIAMENDMENT OF PARTNERSHIP AGREEMENT;MEETINGS; RECORD DATESection 13.1. Amendments to be Adopted Solely by the General Partner
    
    
    83Section 13.2. Amendment Procedures
    
    
    84Section 13.3. Amendment Requirements
    
    
    85Section 13.4. Special Meetings
    
    
    85Section 13.5. Notice of a Meeting
    
    
    86Section 13.6. Record Date
    
    
    86Section 13.7. Adjournment
    
    
    86Section 13.8. Waiver of Notice; Approval of Meeting; Approval of Minutes
    
    
    86Section 13.9. Quorum and Voting
    
    
    87Section 13.10. Conduct of a Meeting
    
    
    87Section 13.11. Action Without a Meeting
    
    
    88Section 13.12. Right to Vote and Related Matters
    
    
    88
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ARTICLE XIVMERGER, CONSOLIDATION OR CONVERSIONSection 14.1. Authority
    
    
    89Section 14.2. Procedure for Merger, Consolidation or Conversion
    
    
    89Section 14.3. Approval by Limited Partners
    
    
    91Section 14.4. Certificate of Merger
    
    
    92Section 14.5. Effect of Merger, Consolidation or Conversion
    
    
    92ARTICLE XVRIGHT TO ACQUIRE LIMITED PARTNER INTERESTSSection 15.1. Right to Acquire Limited Partner Interests
    
    
    93ARTICLE XVIGENERAL PROVISIONSSection 16.1. Addresses and Notices
    
    
    95Section 16.2. Further Action
    
    
    96Section 16.3. Binding Effect
    
    
    96Section 16.4. Integration
    
    
    96Section 16.5. Creditors
    
    
    96Section 16.6. Waiver
    
    
    96Section 16.7. Third-Party Beneficiaries
    
    
    96Section 16.8. Counterparts
    
    
    96Section 16.9. Applicable Law
    
    
    97Section 16.10. Invalidity of Provisions
    
    
    97Section 16.11. Consent of Partners
    
    
    97Section 16.12. Facsimile Signatures
    
    
    97
  iv




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FIRST AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF EXTERRAN PARTNERS, L.P.
  
 Definitions
 Acquisition
 Additional Book Basis
  provided
 Additional Book Basis Derivative Items Excess Additional Book Basis




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Adjusted Capital Account Adjusted Capital
Account
 Adjusted Operating Surplus
 Adjusted Property
 Affiliate control
 2




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Aggregate Remaining Net Positive Adjustments
 Agreed Allocation Agreed
Allocation
 Agreed Value
 Agreement
 Associate
 Available Cash
  provided, however
 3




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Available Cash
 Board of Directors
 Book Basis Derivative Item e.g.
 Book-Down Event
 Book-Tax Disparity
 Book-Up Event
 Business Day
 Capital Account Capital Account
 Capital Contribution
 4




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Capital Improvement
 Capital Surplus
 Carrying Value
 Cause
 Certificate Exhibit A
 Certificate of Limited Partnership
 Citizenship Certification
 5




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claim
 Closing Date
 Closing Price
 Code
 Combined Interest
 Commission
 Common Unit
 Common Unit Arrearage
 Conflicts Committee
 Contributed Property
 Contribution Agreement
 Cumulative Common Unit Arrearage
 6




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Curative Allocation
 Current Market Price
 Delaware Act
 Departing General Partner
 Depositary
 Disposed of Adjusted Property
 Economic Risk of Loss
 Eligible Citizen
 Estimated Incremental Quarterly Tax Amount
 Event of Withdrawal
 Expansion Capital Expenditures
 Final Subordinated Units
 First Liquidation Target Amount
 First Target Distribution
 7




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Fully Diluted Basis provided, however provided further
 General Partner
 General Partner Interest
 General Partner Unit
 Group
 8




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Group Member
 Group Member Agreement
 Holder
 Incentive Distribution Right
 Incentive Distributions
 Incremental Income Taxes
 Indemnified Persons
 Indemnitee
 Initial Common Units
 Initial Limited Partners
 9




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Initial Offering
 Initial Unit Price
 Interim Capital Transactions
 Issue Price
 Limited Partner provided, however
 Limited Partner Interest provided, however
 Liquidation Date
 10




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Liquidator
 Maintenance Capital Expenditures
 Merger Agreement
 Minimum Quarterly Distribution
 National Securities Exchange
 Net Agreed Value
 Net Income provided
 11




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Net Loss provided
 Net Positive Adjustments
 Net Termination Gain
 Net Termination Loss
 Non-citizen Assignee
 Nonrecourse Built-in Gain
 Nonrecourse Deductions
 12




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Nonrecourse Liability
 Notice of Election to Purchase
 OLP GP
 Omnibus Agreement
 Operating Expenditures
   Operating Partnership
 Operating Partnership Agreement
 Operating Surplus
  13




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provided, however
 Operating Surplus
 Opinion of Counsel
 Option Closing Date
 Organizational Limited Partner
 Outstanding provided, however provided further
 Over-Allotment Option
 14




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Partner Nonrecourse Debt
 Partner Nonrecourse Debt Minimum Gain
 Partner Nonrecourse Deductions
 Partners
 Partnership
 Partnership Group
 Partnership Interest
 Partnership Minimum Gain
 Partnership Security
 Per Unit Capital Amount
 Percentage Interest
 Person
 15




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Pro Rata
 Purchase Agreement
 Purchase Date
 Quarter
 Recapture Income
 Record Date
 Record Holder
 Redeemable Interests
 Registration Statement
 16




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Remaining Net Positive Adjustments
 Required Allocations
 Residual Gain Residual Loss
 Retained Converted Subordinated Unit
 Second Liquidation Target Amount
 Second Target Distribution
 Securities Act
 Securities Exchange Act
 Share of Additional Book Basis Derivative Items
 17




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Special Approval
 Subordinated Unit Subordinated Unit
 Subordination Period
    Subsidiary
 18




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Surviving Business Entity
 Target Distribution
 Third Liquidation Target Amount
 Third Target Distribution
 Trading Day
 transfer
 Transfer Agent provided
 EI
 Underwriter A
 Unit Unit
 Unit Majority
 19




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Unitholders
 Unpaid MQD
 Unrealized Gain
 Unrealized Loss
 Unrecovered Capital
 U.S. GAAP
 Withdrawal Opinion of Counsel
 Construction include includes including
 
 Formation
 20




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Name
 Registered Office; Registered Agent; Principal Office; Other Offices
 Purpose and Business provided, however
 21




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Powers
 Power of Attorney
   provided
 22




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Term
 Title to Partnership Assets provided,
however provided further
 23




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Limitation of Liability
 Management of Business
 Outside Activities of the Limited Partners
 Rights of Limited Partners
     24




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Certificates provided, however
 25




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Mutilated, Destroyed, Lost or Stolen Certificates
         Record Holders
 26




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Transfer Generally
 ,
   Registration and Transfer of Limited Partner Interests
  27




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provided
   Transfer of the General Partners General Partner Interest
    28




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Transfer of Incentive Distribution Rights
 Restrictions on Transfers
  provided however
  29




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Citizenship Certificates; Non-citizen Assignees
  30




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Redemption of Partnership Interests of Non-citizen Assignees
   31




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Organizational Contributions
 32




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Contributions by the General Partner and its Affiliates
   Contributions by Initial Limited Partners and Distributions to the General
Partner and its Affiliates
   33




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Interest and Withdrawal
 Capital Accounts
   34




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35




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provided
   Retained Converted Subordinated
Units
  36




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Issuances of Additional Partnership Securities
   37




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Conversion of Subordinated Units
    38




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provided, however
   39




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Limited Preemptive Right
 Splits and Combinations
  40




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Fully Paid and Non-Assessable Nature of Limited Partner Interests
 
 Allocations for Capital Account Purposes
 (a) Net Income
 41




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(i) First
 (ii) Second
 (iii) Third
 (b) Net Losses
 (i) First provided
 (ii) Second provided
 (iii) Third
 (c) Net Termination Gains and Losses
 42




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provided, however
  A. First
 B. Second Unpaid MQD
 C. Third
 D. Fourth
 43




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First Liquidation Target
Amount
 E. Fifth Second Liquidation Target Amount
 F. Sixth Third Liquidation Target Amount
 G. Finally
  A. First
 44




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B. Second
 C. Third
 (d) Special Allocations
 (i) Partnership Minimum Gain Chargeback
 (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain
 45




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(iii) Priority Allocations
   (iv) Qualified Income Offset
 46




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(v) Gross Income Allocations provided
 (vi) Nonrecourse Deductions
 (vii) Partner Nonrecourse Deductions
 (viii) Nonrecourse Liabilities
 (ix) Code Section 754 Adjustments
 47




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(x) Economic Uniformity Final
Subordinated Units
 (xi) Curative Allocation
  48




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(xii) Corrective and Other Allocations
  Disposed of Adjusted Property
 49




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Allocations for Tax Purposes
 book
  book
  50




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book
     51




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provided, however
 provided, however
  Requirement and Characterization of Distributions; Distributions to Record
Holders
 Capital
Surplus.
 52




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Distributions of Available Cash from Operating Surplus
 (a) During Subordination Period
 (i) First
 (ii) Second
 (iii) Third
 (iv) Fourth
 (v) Fifth
 53




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(vi) Sixth
 (vii) Thereafter
 provided, however
 (b) After Subordination Period
 (i) First
 (ii) Second
 (iii) Third
 54




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(iv) Fourth
 (v) Thereafter
 provided, however
 Distributions of Available Cash from Capital Surplus
 Adjustment of Minimum Quarterly Distribution and Target Distribution
Levels
  55




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Special Provisions Relating to the Holders of Subordinated Units
 provided,
however provided, however
  provided, however
 56




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Special Provisions Relating to the Holders of Incentive Distribution Rights
 Entity-Level Taxation Estimated Incremental Quarterly Tax Amount provided
 
 Management
  57




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president, vice president, secretary treasurer
 58




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59




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Certificate of Limited Partnership
 Restrictions on the General Partners Authority provided, however
 Reimbursement of the General Partner
   60




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Outside Activities
  61




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Affiliates,
  Loans from the General Partner; Loans or Contributions from the Partnership
or Group Members
 provided, however
 62




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Group Member
   Indemnification
 provided provided further
 63




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fines
    64




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Liability of Indemnitees
     Resolution of Conflicts of Interest; Standards of Conduct and Modification of
Duties
  65




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good faith
  66




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Other Matters Concerning the General Partner
   67




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Purchase or Sale of Partnership Securities provided
 Registration Rights of the General Partner and its Affiliates
 Holder provided, however, provided further
 68




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provided,
however
 shelf provided however
  69




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provided however
 provided
  70




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Indemnified Persons claim claims provided however
 provided however
   71




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Reliance by Third Parties
 
 Records and Accounting provided
 Fiscal Year
 72




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Reports
   
 Tax Returns and Information
 Tax Elections
  73




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Tax Controversies
 Withholding
 
 Admission of Initial Limited Partners
 Admission of Limited Partners
  74




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Admission of Successor General Partner provided,
however
 Amendment of Agreement and Certificate of Limited Partnership
 75




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Withdrawal of the General Partner
 Event of Withdrawal
        76




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provided Withdrawal Opinion of
Counsel
 Removal of the General Partner
 77




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Interest of Departing General Partner and Successor General Partner
 Combined Interest
  78




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79




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Termination of Subordination Period, Conversion of Subordinated Units and
Extinguishment of Cumulative Common Unit Arrearages
 Withdrawal of Limited Partners provided however
 
 Dissolution
     Continuation of the Business of the Partnership After Dissolution
 80




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provided however
 Liquidator
 81




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Liquidation
    Cancellation of Certificate of Limited Partnership
 Return of Contributions
 82




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Waiver of Partition
 Capital Account Restoration
 
 Amendments to be Adopted Solely by the General Partner
     83




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Quarter
         Amendment Procedures provided however
 84




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Amendment Requirements
      Special Meetings
 85




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Notice of a Meeting
 Record Date
 Adjournment
 Waiver of Notice; Approval of Meeting; Approval of Minutes
 86




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Quorum and Voting
 Conduct of a Meeting
 87




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Action Without a Meeting
 Right to Vote and Related Matters
 Outstanding
  88




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Authority
 Merger Agreement Plan of Conversion
 Procedure for Merger, Consolidation or Conversion
    Surviving Business Entity
   89




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90




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Approval by Limited Partners
      91




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.
 Certificate of Merger
  Effect of Merger, Consolidation or Conversion
     92




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Right to Acquire Limited Partner Interests
  93




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Current
Market Price Closing Price Trading Day
 Notice of Election to Purchase
 94




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Addresses and Notices
 95




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Further Action
 Binding Effect
 Integration
 Creditors
 Waiver
 Third-Party Beneficiaries
 Counterparts
 96




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Applicable Law
 Invalidity of Provisions
 Consent of Partners
 Facsimile Signatures
 97




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EXHIBIT A
to the First Amended and Restated
Agreement of Limited Partnership of
Exterran Partners, L.P.
Certificate Evidencing Common Units
Representing Limited Partner Interests in
Exterran Partners, L.P.
 No.
    
    Common Units
CUSIP
 Partnership
Agreement Partnership   Holder  Common Units
   A-1




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Dated:
    
    
    
    
    
    Exterran Partners, L.P.Countersigned and Registered by:
    
    
    
    By:
    
    Exterran General Partner, L.P.,its General PartnerBy:
    
    EXTERRAN GP LLC,as Transfer Agent and Registrar
    
    
    
    
    
    its General PartnerBy:
    
    
    
    
    
    By:Authorized Signature
    
    
    
    
    
    Name:By:Secretary
  ABBREVIATIONS
  TEN COM -
    
    as tenants in common
    
    
    
    UNIF GIFT/TRANSFERS MIN ACTTEN ENT -
    
    as tenants by the entireties
    
    
    
    
    
    Custodian(Cust)
    
    
    
    (Minor)JT TEN -
    
    as joint tenants with right of
survivorship and not as
tenants in common
    
    
    
    under Uniform Gifts/Transfers to
Minors Act (State)
  A-2




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ASSIGNMENT OF COMMON UNITS
in
EXTERRAN PARTNERS, L.P.
 
 (Please print or typewrite name
and address of assignee)
    
    (Please insert Social Security or other
identifying number of assignee)
 
 Date:
    
    NOTE:
    
    The signature to any endorsement hereon must correspond with the name as written upon
the face of this Certificate in every particular, without alteration, enlargement or change.
 A-3




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THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C.
RULE 17Ad-15
    
    (Signature) 
(Signature)Signature(s) Guaranteed
  ASSIGNEE CERTIFICATION
 Type of Entity (check one):o Individual
    
    o Partnership
    
    o Corporationo Trust
    
    o Other (specify)Nationality (check one):o U.S. Citizen, Resident or Domestic Entityo Foreign Corporation
    
    o Non-resident Alien
  Code
  A.
    
    Individual Interestholder
 1.
    
    I am not a non-resident alien for purposes of U.S. income taxation;2.
    
    My U.S. taxpayer identification number (social security number) is:3.
    
    My home address is
 B.
    
    Partnership, Corporation or Other Interestholder




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1.
    
    is not a foreign corporation, foreign partnership, foreign
trust or foreign estate (as those terms are defined in the Code and Treasury
Regulations)2.
    
    The interestholders U.S. employer identification number is3.
    
    The interestholders office address and place of incorporation
(if applicable) is