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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended September 30, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 001-33078
 EXTERRAN PARTNERS, L.P.
  DELAWARE
    
    22-3935108(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    IdentificationNo.)4444 BRITTMOORE ROADHOUSTON, TEXAS
    
    77041(Address of Principal Executive
    
    (Zip Code)Offices)
 (713) 335-7000
  þ o
  o o þ
  o þ
 
 As of November 2, 2007, there were
10,353,790 common units and 6,325,000 subordinated units 
outstanding.




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TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets  Exterran Partners, L.P.
    
    
    3Condensed Consolidated Statements of Operations  Exterran Partners, L.P.
    
    
    4Condensed Consolidated Statements of Comprehensive Income  Exterran Partners, L.P.
    
    
    5Condensed Consolidated Statement of Cash Flows  Exterran Partners, L.P.
    
    
    6Notes to Unaudited Condensed Consolidated Financial Statements  Exterran Partners, L.P.
    
    
    7Condensed Combined Statements of Operations and Comprehensive Income  Exterran Partners
Predecessor
    
    
    13Condensed Combined Statement of Cash Flows  Exterran Partners Predecessor
    
    
    14Notes to Unaudited Condensed Combined Financial Statements  Exterran Partners Predecessor
    
    
    15Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 4. Controls and Procedures
    
    
    24PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    25Item 1A. Risk Factors
    
    
    25Item 5.
Other Information
    
    
    25
    

Item 6. Exhibits
    
    
    26SIGNATURES
    
    
    28First Amended and Restated Omnibus AgreementCode of Business Conduct of UCO GP, LLCCertification of CEO Pursuant to Rule 13a-14(a)Certification of CFO Pursuant to Rule 13a-14(a)Certification of CEO Pursuant to Section 1350Certification of CFO Pursuant to Section 1350Resignation Letter of Kirk E. Townsend
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PART I. FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 EXTERRAN PARTNERS, L.P.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 September 30, 2007
    
    
    December 31, 2006(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    5,851
    
    
    $
    2,430Accounts receivable, trade, net of allowance of $66 and zero, respectively
    
    
    9,924
    
    
    
    5,676Accounts receivable, affiliate
    
    
    17,146
    
    
    
    4,732Total current assets
    
    
    32,921
    
    
    
    12,838Contract operations equipment
    
    
    388,907
    
    
    
    193,957Accumulated depreciation
    
    
    (88,141
    )
    
    
    (40,759
    )Net contract operations equipment
    
    
    300,766
    
    
    
    153,198Goodwill
    
    
    67,152
    
    
    
    36,549Other assets
    
    
    1,103
    
    
    
    1,076Total assets
    
    $
    401,942
    
    
    $
    203,661LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable, trade
    
    $
    465
    
    
    $
    1,641Accounts payable, affiliate
    
    
    23,470
    
    
    
    5,204Accrued liabilities
    
    
    2,506
    
    
    
    234Accrued interest
    
    
    3,187
    
    
    
    597Total current liabilities
    
    
    29,628
    
    
    
    7,676Long-term debt
    
    
    220,000
    
    
    
    125,000Derivative financial instrument
    
    
    4,545
    
    
    
    1,528Total liabilities
    
    
    254,173
    
    
    
    134,204Commitments and contingencies (Note 10)Partners capital:Limited partner units:Common units
    
    
    195,654
    
    
    
    122,142Subordinated units
    
    
    (49,863
    )
    
    
    (57,468
    )General partner units
    
    
    5,747
    
    
    
    5,496Accumulated other comprehensive loss
    
    
    (3,769
    )
    
    
    (713
    )Total partners capital
    
    
    147,769
    
    
    
    69,457Total liabilities and partners capital
    
    $
    401,942
    
    
    $
    203,661
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EXTERRAN PARTNERS, L.P.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months Ended
    
    
    Nine Months EndedSeptember 30, 2007Revenue and other income:Contract operations
    
    $
    34,711
    
    
    $
    71,100Interest income
    
    
    9
    
    
    
    1834,720
    
    
    
    71,118Costs and expenses:Cost of sales (excluding depreciation)
    
    
    14,986
    
    
    
    30,555Depreciation
    
    
    5,160
    
    
    
    10,910Selling, general and administrative
    
    
    3,400
    
    
    
    9,596Interest expense
    
    
    3,560
    
    
    
    7,786Total costs and expenses
    
    
    27,106
    
    
    
    58,847Income before income taxes
    
    
    7,614
    
    
    
    12,271Income tax expense
    
    
    132
    
    
    
    182Net income
    
    $
    7,482
    
    
    $
    12,089General partner interest in net income
    
    $
    150
    
    
    $
    242Limited partner interest in net income
    
    $
    7,332
    
    
    $
    11,847Weighted average limited partners units outstanding:Basic
    
    
    16,285
    
    
    
    13,875Diluted
    
    
    16,334
    
    
    
    13,959Earnings per limited partner unitBasic
    
    $
    0.45
    
    
    $
    0.85Earnings per limited partner unitDiluted
    
    $
    0.45
    
    
    $
    0.85
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EXTERRAN PARTNERS, L.P.
 
 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 Three Months Ended
    
    
    Nine Months EndedSeptember 30, 2007Net income
    
    $
    7,482
    
    
    $
    12,089Other comprehensive loss:Interest rate swap loss
    
    
    (4,920
    )
    
    
    (3,056
    )Comprehensive income
    
    $
    2,562
    
    
    $
    9,033
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EXTERRAN PARTNERS, L.P.
 
 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
 Nine Months EndedSeptember 30,2007Cash flows from operating activities:Net income
    
    $
    12,089Adjustments to reconcile net income to cash provided by operating activities:Depreciation
    
    
    10,910Amortization of debt issuance cost
    
    
    171Unit based compensation expense
    
    
    2,683Changes in assets and liabilities:Accounts receivable, trade
    
    
    (4,248
    )Other assets
    
    
    (13
    )Accounts payable, trade
    
    
    (1,569
    )Accrued liabilities
    
    
    4,862Net cash provided by operating activities
    
    
    24,885Cash flows from investing activities:Capital expenditures
    
    
    (23,777
    )Net cash used in investing activities
    
    
    (23,777
    )Cash flows from financing activities:Net borrowings (repayments) under revolving credit facility
    
    
    95,000Payments on
long-term debt
    
    
    (159,600
    )Distributions to unitholders
    
    
    (14,062
    )Net proceeds
from private placement of common units
    
    
    68,982Debt issuance costs
    
    
    (184
    )Capital contribution from limited and general partner
    
    
    6,195Decrease in net accounts receivable/accounts payable with affiliate
    
    
    5,982Net cash provided by financing activities
    
    
    2,313Net increase in cash and cash equivalents
    
    
    3,421Cash and cash equivalents at beginning of period
    
    
    2,430Cash and cash equivalents at end of period
    
    $
    5,851Supplemental disclosure of non-cash transactions:Contract
operations equipment acquired, net
    
    $
    134,475Goodwill allocated in acquisition
    
    $
    30,603Debt assumed in acquisition
    
    $
    159,600Common units issued to limited partner
    
    $
    2,626General partner units issued to general partner
    
    $
    46
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EXTERRAN PARTNERS, L.P.
 
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. BASIS OF PRESENTATION
     Goodwill
   Unit-Based Compensation
  Income Taxes
  7




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Segment Reporting
  Earnings Per Limited Partner Unit
   Reclassifications
  2. RECENT ACCOUNTING PRONOUNCEMENTS
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3. JULY 2007 CONTRACT OPERATIONS ACQUISITION
    4. MERGER BETWEEN UNIVERSAL COMPRESSION HOLDINGS AND HANOVER
   
    
    Certain agreements not to compete between Exterran Holdings and its
affiliates, on the one hand, and the Partnership and its affiliates,
on the other hand;
    
    Exterran Holdings obligation to provide all operational staff,
corporate staff and support services reasonably necessary to operate the
Partnerships business and the Partnerships obligation to reimburse
Exterran Holdings for the provision of such services, subject to
certain limitations, and the cost caps discussed in Note 3;
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
    
    The terms under which Exterran Holdings, the Partnership and their
respective affiliates may transfer compression equipment among one
another to meet their respective compression services obligations;
    
    The terms under which the Partnership may purchase newly-fabricated
compression equipment from Exterran Holdings affiliates;
    
    Exterran Holdings grant of a license of certain intellectual property
to the Partnership, including the Partnerships logo; and
    
    Exterran Holdings obligation to indemnify the Partnership for certain
liabilities and the Partnerships obligation to indemnify Exterran
Holdings for certain liabilities.
 5. RELATED PARTY TRANSACTIONS
      6. LONG-TERM DEBT
    10




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7. CASH DISTRIBUTIONS
   8. UNIT-BASED COMPENSATION
    9. ACCOUNTING FOR INTEREST RATE SWAP AGREEMENTS
    11




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10. COMMITMENTS AND CONTINGENCIES
  12




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EXTERRAN PARTNERS PREDECESSOR
 
 CONDENSED COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
 Three Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30, 2006Revenue
    
    $
    101,058
    
    
    $
    296,563Cost of sales (excluding depreciation)
    
    
    37,027
    
    
    
    109,038Depreciation
    
    
    19,334
    
    
    
    57,335Selling, general and administrative expenses
    
    
    10,482
    
    
    
    29,656Other (income) expense, net
    
    
    279
    
    
    
    (298
    )Net income and comprehensive income
    
    $
    33,936
    
    
    $
    100,832
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EXTERRAN PARTNERS PREDECESSOR
 
 CONDENSED COMBINED STATEMENT OF CASH FLOWS
 Nine Months EndedSeptember 30,2006Cash flows from operating activities:Net income
    
    $
    100,832Adjustments to reconcile net income to cash provided by operating activities:Depreciation
    
    
    57,335Gain on asset sales
    
    
    (298
    )Increase in receivables
    
    
    (31,961
    )Increase in accrued liabilities
    
    
    6,581Net cash provided by operating activities
    
    
    132,489Cash flows from investing activities:Additions to property and equipment
    
    
    (94,283
    )Proceeds from sale of property and equipment
    
    
    8,878Net cash used in investing activities
    
    
    (85,405
    )Cash flows from financing activities:Net distributions to parent
    
    
    (47,084
    )Net cash used in financing activities
    
    
    (47,084
    )Increase (decrease) in cash and cash equivalents
    
    
    Cash and cash equivalents at beginning of period
    
    
    Cash and cash equivalents at end of period
    
    $
    
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EXTERRAN PARTNERS PREDECESSOR
 
 NOTES TO UNAUDITED CONDENSED COMBINED FINANCIAL STATEMENTS
 1. BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES
 Organization
   Basis of Presentation
  Comprehensive Income
  Segment Reporting
  Non-cash Financing and Investing Activities
  Reclassifications
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2. RELATED PARTY TRANSACTIONS
    3. UNIVERSAL COMPRESSION HOLDINGS STOCK-BASED COMPENSATION
   4. COMMITMENTS AND CONTINGENCIES
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ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
  Such forward-looking statements in this report include, without limitation, statements
regarding:
 
    
    our business growth strategy and projected costs;
    
    our future financial position;
    
    the sufficiency of available cash flows to make cash distributions;
    
    the expected 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 to us and
the effect of any such contribution.
  
    
    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 their 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:
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
    
    our ability to grow our asset base, particularly our fleet of compressors;
    
    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.
  OVERVIEW
   RECENT DEVELOPMENTS
 July 2007 Contract Operations Acquisition
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Merger Between Universal Compression Holdings and Hanover Compressor Company
    ITEMS IMPACTING THE COMPARABILITY OF OUR FINANCIAL RESULTS
  
    
    Approximately 17% and 13% (by then available horsepower), respectively, of
our predecessor was contributed to us upon closing of our initial
public offering and the July 2007 Contract Operations Acquisition.
Accordingly, the results of operations of our predecessor reflect a
substantially larger business than our business;
    
    In July 2007, we substantially expanded the size of our business by
acquiring contract operations services agreements with eight customers
and a fleet of 722 compressor units, comprising 281,992 horsepower
related to natural gas compression;
    
    Due to the contribution of only operating horsepower in connection
with our initial public offering and the July 2007 Contract Operations
Acquisition, our utilization was initially 100% for the compression
equipment acquired at the time of their acquisition, which is higher
than the historical utilization achieved by our predecessor. As of
September 30, 2007, our spot utilization rate was 94.5%. We expect
our utilization rate to continue to decline over time, ultimately
approximating the utilization rates of our predecessor and those of
Exterran Holdings;
    
    Because the average horsepower of the compression assets contributed
to us in connection with the initial public offering and the July 2007
Contract Operations Acquisition was larger than the average horsepower
of the fleet of our predecessor, we generate lower revenue per
horsepower and incur lower operating costs per horsepower than our
predecessor, however, we expect this difference to become less
pronounced over time as we acquire additional assets and grow our
business;
    
    Because we own a substantially smaller fleet of compressors than our
predecessor, our operating costs per horsepower may be subject to more
variability than those of our predecessor. This additional variability
in our operating costs per horsepower may result from, among other
things, the fact that repair costs associated with our compressors
that experience unanticipated downtime will be allocated over our
smaller fleet of compressors;
    
    Because our revenue per horsepower is currently lower than that for
our predecessor and because our selling, general and administrative
expenses are allocated to us by Exterran Holdings based on horsepower,
our selling, general and administrative expenses are higher as a
percentage of revenue than historically experienced by our
predecessor;
    
    Because we lease compression equipment from Exterran Holdings to meet
the specific compression needs of our customers, we incur lease
expenses that increase our cost of sales (excluding depreciation
expense) and reduces our gross margin percentage as compared to our
predecessor;
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
    
    We incur incremental selling, general and administrative expenses as a
result of being a publicly traded limited partnership, including costs
associated with annual and quarterly reports to unitholders, financial
statement audits, tax returns and Schedule K-1 preparation and
distribution, investor relations activities, registrar and transfer
agent fees, incremental director and officer liability insurance costs
and director compensation; and
    
    At September 30, 2007, we had $220.0 million outstanding under our
revolving credit facility and will incur related interest expense,
whereas our predecessor historically had no debt.
 OPERATING HIGHLIGHTS
  Exterran Partners, L.P.
    
    Exterran Partners PredecessorOctober 20, 2006Three Months
    
    Nine Months
    
    through
    
    Three Months
    
    Nine MonthsEnded
    
    Ended
    
    December 31,
    
    Ended
    
    EndedSeptember 30, 2007
    
    2006
    
    September 30, 2006Total Available Horsepower
(at period end)
    
    
    702,662
    
    
    
    702,662
    
    
    
    343,010
    
    
    
    2,017,017
    
    
    
    2,017,017Average Operating Horsepower
    
    
    632,492
    
    
    
    438,844
    
    
    
    330,276
    
    
    
    1,792,145
    
    
    
    1,796,765Horsepower Utilization:Spot (at period end)
    
    
    94.5
    %
    
    
    94.5
    %
    
    
    96.9
    %
    
    
    89.4
    %
    
    
    89.4
    %Average
    
    
    94.9
    %
    
    
    96.0
    %
    
    
    98.6
    %
    
    
    89.4
    %
    
    
    90.6
    %
 FINANCIAL RESULTS OF OPERATIONS
 The three months and nine months ended September 30, 2007  Exterran Partners, L.P.
  Three Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30, 2007(In thousands)Contract operations revenue
    
    $
    34,711
    
    
    $
    71,100Gross margin (1)
    
    
    19,725
    
    
    
    40,545Gross margin percentage
    
    
    56.8
    %
    
    
    57.0
    %Expenses:Depreciation
    
    $
    5,160
    
    
    $
    10,910Selling, general and administrative
    
    
    3,400
    
    
    
    9,596Interest expense
    
    
    3,560
    
    
    
    7,786Interest income
    
    
    (9
    )
    
    
    (18
    )Income tax expense
    
    
    132
    
    
    
    182Net income
    
    $
    7,482
    
    
    $
    12,089
 
 (1)
    
    For a reconciliation of gross margin to its most directly comparable
financial measure calculated and presented in accordance with GAAP,
please read Part I, Item 2 (Managements Discussion and Analysis of
Financial Condition and Results of Operations  Non-GAAP Financial
Measures) of this report. Contract operations revenue.
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Gross Margin.
 Gross Margin Percentage.
 Selling, General and Administrative (SG&A) Expenses.
 Depreciation Expense.
 Interest Expense
 Income Tax Expense.
 The three months and nine months ended September 30, 2006  Exterran Partners Predecessor
  Three Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30, 2006(In thousands)Revenue
    
    $
    101,058
    
    
    $
    296,563Gross margin(1)
    
    
    64,031
    
    
    
    187,525Gross margin percentage
    
    
    63.4
    %
    
    
    63.2
    %Expenses:Depreciation
    
    $
    19,334
    
    
    $
    57,335Selling, general and administrative
    
    
    10,482
    
    
    
    29,656Other (income) expense, net
    
    
    279
    
    
    
    (298
    )Net income
    
    $
    33,936
    
    
    $
    100,832
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(1)
    
    For a reconciliation of gross margin to its most directly comparable
financial measure calculated and presented in accordance with GAAP,
please read Part I, Item 2 (Managements Discussion and Analysis of
Financial Condition and Results of Operations  Non-GAAP Financial
Measures) of this report. Revenue.
 Gross Margin.
 Gross Margin Percentage.
 SG&A Expenses.
 Depreciation Expense.
 LIQUIDITY AND CAPITAL RESOURCES
  Nine Months EndedSeptember 30,2007Net cash provided by (used in):Operating activities
    
    $
    24,885Investing activities
    
    
    (23,777
    )Financing activities
    
    
    2,313
 As ofSeptember 30,2007Cash and cash equivalents
    
    $
    5,851Working capital, net of cash and cash equivalents
    
    
    (2,558
    )
 Investing Activities.
 Financing Activities.
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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
    
    capital expenditures, which are capital expenditures made to acquire
our business assets or to expand the operating capacity or revenue
generating capabilities of our business.
  Long-term
Debt.
  Distributions to Unitholders.
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NON-GAAP FINANCIAL MEASURES
   Exterran Partners, L.P.
    
    
    Exterran Partners PredecessorThree Months
    
    
    Nine Months
    
    
    Three Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 30, 2007
    
    
    September 30, 2006Net income
    
    $
    7,482
    
    
    $
    12,089
    
    
    $
    33,936
    
    
    $
    100,832Depreciation
    
    
    5,160
    
    
    
    10,910
    
    
    
    19,334
    
    
    
    57,335Selling, general and administrative
    
    
    3,400
    
    
    
    9,596
    
    
    
    10,482
    
    
    
    29,656Interest
expense
    
    
    3,560
    
    
    
    7,786
    
    
    
    
    
    
    
    Interest income
    
    
    (9
    )
    
    
    (18
    )
    
    
    279
    
    
    
    (298
    )Income tax
expense
    
    
    132
    
    
    
    182
    
    
    
    
    
    
    
    Gross margin
    
    $
    19,725
    
    
    $
    40,545
    
    
    $
    64,031
    
    
    $
    187,525
 
 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
     
 ITEM 4. Controls and Procedures
 Managements Evaluation of Disclosure Controls and Procedures
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PART II. OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
  
 ITEM 1A. Risk Factors
  We have adopted certain valuation methodologies that may result in a shift of income, gain, loss
and deduction between the general partner and the unitholders. The IRS may challenge this
treatment, which could adversely affect the value of our common units.
   The tax treatment of publicly traded partnerships or an investment in our common units could be
subject to potential legislative, judicial or administrative changes and differing interpretations,
possibly on a retroactive basis.
  We prorate our items of income, gain, loss and deduction between transferors and transferees of our
units each month based upon the ownership of our units on the first day of each month, instead of
on the basis of the date a particular unit is transferred. The IRS may challenge this treatment,
which could change the allocation of items of income, gain, loss and deduction among our
unitholders.
  
 ITEM 5. Other Information
 Departure and Appointment of Directors
    New Code of Business Conduct
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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., incorporated by reference to Exhibit 3.1 to
the Registrants Registration Statement on Form S-1 filed June
27, 20063.2
    
    Certificate of Amendment to Certificate of Limited Partnership
of Universal Compression 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
Universal Compression Partners, L.P., incorporated by
reference to Exhibit 3.1 to the Registrants Current Report on
Form 8-K filed October 26, 20063.4
    
    Certificate of Partnership of UCO General Partner, LP,
incorporated by reference to Exhibit 3.3 to the Registrants
Registration Statement on Form S-1 filed June 27, 20063.5
    
    Amended and Restated Limited Partnership Agreement of UCO
General Partner, LP, incorporated by reference to Exhibit 3.2
to the Registrants Current Report on Form 8-K filed October
26, 20063.6
    
    Certificate of Formation of UCO GP, LLC, incorporated by
reference to Exhibit 3.5 to the Registrants Registration
Statement on Form S-1 filed June 27, 20063.7
    
    Amended and Restated Limited Liability Company Agreement of
UCO GP, LLC, incorporated by reference to Exhibit 3.3 to the
Registrants Current Report on Form 8-K filed October 26,200610.1
    
    Registration Rights Agreement dated July 9, 2007, by and among
Exterran Partners, L.P. (formerly known as Universal
Compression Partners, L.P.), Kayne Anderson Energy Total
Return Fund, Inc. and each party listed as signatory thereto,
incorporated by reference to Exhibit 10.3 to Quarterly Report
on Form 10-Q for the quarter ended June 30, 2007.10.2*
    
    Form of Amendment to Unit Option Award Agreement, incorporated
by reference to Exhibit 10.1 to Current Report on Form 8-K
filed on August 3, 2007.10.3
    
    First Amended and Restated Omnibus Agreement, dated August 20,
2007, by and among Exterran Holdings, Exterran, Inc. (formerly
known as Universal Compression, Inc.), UCO GP, LLC, UCO
General Partner, LP, EXLP Operating LLC (formerly known as
UCLP Operating LLC) and Exterran Energy Solutions, L.P. (portions of this exhibit have been omitted and filed
separately with the Securities and Exchange Commission pursuant to a confidential treatment request under
Rule 24b-2 of the Securities Exchange Act of 1934, as amended).14.1
    
    Code of Business Conduct of UCO GP, LLC.31.1
    
    Certification of the Chief Executive Officer of UCO 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 UCO 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.
 26




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##### Table of Contents



Exhibit No.
    
    Description32.1
    
    Certification of the Chief Executive Officer of UCO 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 UCO 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 Kirk E.
Townsend.
 
 *
    
    Management contract or compensatory plan or arrangement. 27




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##### Table of Contents



SIGNATURES
  Exterran Partners, L.P.Date: November 5, 2007
    
    By: UCO GENERAL PARTNER, LPits General PartnerBy: UCO GP, LLCits General PartnerBy: /s/ DANIEL K. SCHLANGERDaniel K. SchlangerSenior Vice President, Chief
Financial Officer and Director, UCO GP, LLC
  As General Partner of UCO General Partner, LP
     As General Partner of Exterran Partners, L.P.
  (Principal Financial Officer)By: /s/ KENNETH R. BICKETTKenneth R. BickettVice President and Controller, UCO GP, LLC
  As General Partner of UCO General Partner, LP
    As General Partner of Exterran Partners, L.P.
  (Principal Accounting Officer)
 28




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##### Table of Contents



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., incorporated by reference to Exhibit 3.1 to
the Registrants Registration Statement on Form S-1 filed June
27, 20063.2
    
    Certificate of Amendment to Certificate of Limited Partnership
of Universal Compression 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
Universal Compression Partners, L.P., incorporated by
reference to Exhibit 3.1 to the Registrants Current Report on
Form 8-K filed October 26, 20063.4
    
    Certificate of Partnership of UCO General Partner, LP,
incorporated by reference to Exhibit 3.3 to the Registrants
Registration Statement on Form S-1 filed June 27, 20063.5
    
    Amended and Restated Limited Partnership Agreement of UCO
General Partner, LP, incorporated by reference to Exhibit 3.2
to the Registrants Current Report on Form 8-K filed October
26, 20063.6
    
    Certificate of Formation of UCO GP, LLC, incorporated by
reference to Exhibit 3.5 to the Registrants Registration
Statement on Form S-1 filed June 27, 20063.7
    
    Amended and Restated Limited Liability Company Agreement of
UCO GP, LLC, incorporated by reference to Exhibit 3.3 to the
Registrants Current Report on Form 8-K filed October 26,200610.1
    
    Registration Rights Agreement dated July 9, 2007, by and among
Exterran Partners, L.P. (formerly known as Universal
Compression Partners, L.P.), Kayne Anderson Energy Total
Return Fund, Inc. and each party listed as signatory thereto,
incorporated by reference to Exhibit 10.3 to Quarterly Report
on Form 10-Q for the quarter ended June 30, 2007.10.2*
    
    Form of Amendment to Unit Option Award Agreement, incorporated
by reference to Exhibit 10.1 to Current Report on Form 8-K
filed on August 3, 2007.10.3
    
    First Amended and Restated Omnibus Agreement, dated August 20,
2007, by and among Exterran Holdings, Exterran, Inc. (formerly
known as Universal Compression, Inc.), UCO GP, LLC, UCO
General Partner, LP, EXLP Operating LLC (formerly known as
UCLP Operating LLC) and Exterran Energy Solutions, L.P. (portions of this exhibit have been omitted and filed
separately with the Securities and Exchange Commission pursuant to a confidential treatment request under
Rule 24b-2 of the Securities Exchange Act of 1934, as amended).14.1
    
    Code of Business Conduct of UCO GP, LLC.31.1
    
    Certification of the Chief Executive Officer of UCO 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 UCO 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.
 29




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##### Table of Contents



Exhibit No.
    
    Description32.1
    
    Certification of the Chief Executive Officer of UCO 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 UCO 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 Kirk E.
Townsend.
 
 *
    
    Management contract or compensatory plan or arrangement. 30