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 September 30, 2010
 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 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
 o o
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o o þ




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TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Condensed Consolidated Balance Sheets
    
    
    3Condensed Consolidated Statements of Operations
    
    
    4Condensed Consolidated Statements of Comprehensive Income
    
    
    5Condensed Consolidated Statements of Partners Capital
    
    
    6Condensed Consolidated Statements of Cash Flows
    
    
    7Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    28Item 4. Controls and Procedures
    
    
    28PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    29Item 1A. Risk Factors
    
    
    29Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    30Item 6. Exhibits
    
    
    31SIGNATURES
    
    
    33
 2




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##### 



PART I. FINANCIAL INFORMATION
 ITEM 1.
    
    Financial Statements
 EXTERRAN PARTNERS, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
 September 30, 2010
    
    
    December 31, 2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    33
    
    
    $
    203Restricted cash
    
    
    644
    
    
    
    431Accounts receivable, trade, net of allowance of $601 and $714, respectively
    
    
    27,491
    
    
    
    23,210Due from affiliates, net
    
    
    22
    
    
    
    Total current assets
    
    
    28,190
    
    
    
    23,844Compression equipment
    
    
    974,001
    
    
    
    770,703Accumulated depreciation
    
    
    (304,001
    )
    
    
    (212,776
    )Net compression equipment
    
    
    670,000
    
    
    
    557,927Goodwill
    
    
    124,019
    
    
    
    124,019Interest rate swaps
    
    
    
    
    
    
    262Intangibles and other assets, net
    
    
    15,313
    
    
    
    11,174Total assets
    
    $
    837,522
    
    
    $
    717,226LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable, trade
    
    $
    72
    
    
    $
    Due to affiliates, net
    
    
    
    
    
    
    1,293Accrued liabilities
    
    
    9,960
    
    
    
    7,198Accrued interest
    
    
    2,023
    
    
    
    2,030Current portion of interest rate swaps
    
    
    10,282
    
    
    
    9,229Total current liabilities
    
    
    22,337
    
    
    
    19,750Long-term debt
    
    
    435,500
    
    
    
    432,500Interest rate swaps
    
    
    3,744
    
    
    
    6,668Total liabilities
    
    
    461,581
    
    
    
    458,918Commitments and contingencies (Note 11)Partners capital:Limited partner units:Common units, 27,363,451 and 17,541,965 units issued and outstanding,
respectively
    
    
    404,186
    
    
    
    298,010Subordinated units, 4,743,750 and 6,325,000 units issued and
outstanding, respectively
    
    
    (25,747
    )
    
    
    (33,194
    )General partner units, 2% interest with 653,318 and 486,243 units issued
and outstanding, respectively
    
    
    11,024
    
    
    
    8,457Accumulated other comprehensive loss
    
    
    (13,248
    )
    
    
    (14,857
    )Treasury units, 15,756 and 8,426 common units, respectively
    
    
    (274
    )
    
    
    (108
    )Total partners capital
    
    
    375,941
    
    
    
    258,308Total liabilities and partners capital
    
    $
    837,522
    
    
    $
    717,226
  3




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##### 



EXTERRAN PARTNERS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenue
    
    $
    62,721
    
    
    $
    41,317
    
    
    $
    169,221
    
    
    $
    134,627Costs and expenses:Cost of sales (excluding depreciation and
amortization expense)
    
    
    33,819
    
    
    
    19,802
    
    
    
    88,796
    
    
    
    62,160Depreciation and amortization
    
    
    13,697
    
    
    
    9,042
    
    
    
    37,338
    
    
    
    26,054Long-lived asset impairment
    
    
    93
    
    
    
    
    
    
    
    324
    
    
    
    2,995Selling, general and administrative
    
    
    8,504
    
    
    
    4,961
    
    
    
    24,718
    
    
    
    16,513Interest expense
    
    
    6,020
    
    
    
    5,039
    
    
    
    17,436
    
    
    
    14,663Other (income) expense, net
    
    
    333
    
    
    
    324
    
    
    
    (73
    )
    
    
    351Total costs and expenses
    
    
    62,466
    
    
    
    39,168
    
    
    
    168,539
    
    
    
    122,736Income before income taxes
    
    
    255
    
    
    
    2,149
    
    
    
    682
    
    
    
    11,891Income tax expense
    
    
    172
    
    
    
    141
    
    
    
    518
    
    
    
    424Net income
    
    $
    83
    
    
    $
    2,008
    
    
    $
    164
    
    
    $
    11,467General partner interest in net income
    
    $
    420
    
    
    $
    289
    
    
    $
    1,045
    
    
    $
    976Common units interest in net income
    
    $
    (271
    )
    
    $
    1,151
    
    
    $
    (671
    )
    
    $
    7,019Subordinated units interest in net income
    
    $
    (66
    )
    
    $
    568
    
    
    $
    (210
    )
    
    $
    3,472Weighted average common units outstanding:Basic
    
    
    22,882
    
    
    
    12,800
    
    
    
    19,342
    
    
    
    12,784Diluted
    
    
    22,882
    
    
    
    12,823
    
    
    
    19,342
    
    
    
    12,794Weighted average subordinated units outstanding:Basic
    
    
    5,552
    
    
    
    6,325
    
    
    
    6,064
    
    
    
    6,325Diluted
    
    
    5,552
    
    
    
    6,325
    
    
    
    6,064
    
    
    
    6,325Earnings (loss) per common unit:Basic
    
    $
    (0.01
    )
    
    $
    0.09
    
    
    $
    (0.03
    )
    
    $
    0.55Diluted
    
    $
    (0.01
    )
    
    $
    0.09
    
    
    $
    (0.03
    )
    
    $
    0.55Earnings (loss) per subordinated unit:Basic
    
    $
    (0.01
    )
    
    $
    0.09
    
    
    $
    (0.03
    )
    
    $
    0.55Diluted
    
    $
    (0.01
    )
    
    $
    0.09
    
    
    $
    (0.03
    )
    
    $
    0.55
  4




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##### 



EXTERRAN PARTNERS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net income
    
    $
    83
    
    
    $
    2,008
    
    
    $
    164
    
    
    $
    11,467Other comprehensive income:Interest rate swap gain (loss)
    
    
    690
    
    
    
    (1,215
    )
    
    
    1,609
    
    
    
    576Comprehensive income
    
    $
    773
    
    
    $
    793
    
    
    $
    1,773
    
    
    $
    12,043
  5




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##### 



EXTERRAN PARTNERS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL
 Partners Capital
    
    
    
    
    
    
    
    
    
    
    AccumulatedGeneral Partner
    
    
    Treasury
    
    
    OtherCommon Units
    
    
    Subordinated Units
    
    
    Units
    
    
    Units
    
    
    Comprehensive$
    
    
    Units
    
    
    $
    
    
    Units
    
    
    $
    
    
    Units
    
    
    $
    
    
    Units
    
    
    Loss
    
    
    TotalBalance, December 31, 2008
    
    $
    221,090
    
    
    
    12,767,462
    
    
    $
    (35,518
    )
    
    
    6,325,000
    
    
    $
    6,805
    
    
    
    389,642
    
    
    $
    
    
    
    
    
    
    
    $
    (16,909
    )
    
    $
    175,468Issuance of units for vesting
of phantom units
    
    
    
    
    
    
    26,150Other
    
    
    175
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    175Contribution of capital
    
    
    5,394
    
    
    
    
    
    
    
    7,705
    
    
    
    
    
    
    
    264
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,363Excess of purchase price of
equipment over Exterran
Holdings cost of equipment
    
    
    (54
    )
    
    
    
    
    
    
    (75
    )
    
    
    
    
    
    
    (5
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (134
    )Cash distributions
    
    
    (17,734
    )
    
    
    
    
    
    
    (8,775
    )
    
    
    
    
    
    
    (1,303
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27,812
    )Unit based compensation expense
    
    
    706
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    706Interest rate swap gain
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    576
    
    
    
    576Net income
    
    
    7,019
    
    
    
    
    
    
    
    3,472
    
    
    
    
    
    
    
    976
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,467Balance, September 30, 2009
    
    $
    216,596
    
    
    
    12,793,612
    
    
    $
    (33,191
    )
    
    
    6,325,000
    
    
    $
    6,737
    
    
    
    389,642
    
    
    $
    
    
    
    
    
    
    
    $
    (16,333
    )
    
    $
    173,809
 Partners Capital
    
    
    
    
    
    
    
    
    
    
    AccumulatedGeneral Partner
    
    
    Treasury
    
    
    OtherCommon Units
    
    
    Subordinated Units
    
    
    Units
    
    
    Units
    
    
    Comprehensive$
    
    
    Units
    
    
    $
    
    
    Units
    
    
    $
    
    
    Units
    
    
    $
    
    
    Units
    
    
    Loss
    
    
    TotalBalance, December 31, 2009
    
    $
    298,010
    
    
    
    17,541,965
    
    
    $
    (33,194
    )
    
    
    6,325,000
    
    
    $
    8,457
    
    
    
    486,243
    
    
    $
    (108
    )
    
    
    (8,426
    )
    
    $
    (14,857
    )
    
    $
    258,308Issuance of common units for
vesting of phantom units
    
    
    
    
    
    
    33,373Treasury units purchased
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (166
    )
    
    
    (7,330
    )
    
    
    
    
    
    
    (166
    )Transaction costs for the
public offering of common
units by Exterran Holdings
    
    
    (189
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (189
    )Transaction costs for
conversion of subordinated
units
    
    
    (25
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25
    )Conversion of subordinated
units to common units
    
    
    (8,721
    )
    
    
    1,581,250
    
    
    
    8,721
    
    
    
    (1,581,250
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of units to Exterran
Holdings for a portion of its
U.S. contract operations
business
    
    
    125,043
    
    
    
    8,206,863
    
    
    
    
    
    
    
    
    
    
    
    2,548
    
    
    
    167,075
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    127,591Contribution of capital
    
    
    15,006
    
    
    
    
    
    
    
    8,097
    
    
    
    
    
    
    
    631
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,734Excess of purchase price of
equipment over Exterran
Holdings cost of equipment
    
    
    (558
    )
    
    
    
    
    
    
    (385
    )
    
    
    
    
    
    
    (29
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (972
    )Cash distributions
    
    
    (24,354
    )
    
    
    
    
    
    
    (8,776
    )
    
    
    
    
    
    
    (1,628
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34,758
    )Unit based compensation expense
    
    
    645
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    645Interest rate swap gain
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,609
    
    
    
    1,609Net income
    
    
    (671
    )
    
    
    
    
    
    
    (210
    )
    
    
    
    
    
    
    1,045
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    164Balance, September 30, 2010
    
    $
    404,186
    
    
    
    27,363,451
    
    
    $
    (25,747
    )
    
    
    4,743,750
    
    
    $
    11,024
    
    
    
    653,318
    
    
    $
    (274
    )
    
    
    (15,756
    )
    
    $
    (13,248
    )
    
    $
    375,941
  6




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##### 



EXTERRAN PARTNERS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Nine Months EndedSeptember 30,2010
    
    
    2009Cash flows from operating activities:Net income
    
    $
    164
    
    
    $
    11,467Adjustments to reconcile net income to cash provided by operating activities:Depreciation and amortization
    
    
    37,338
    
    
    
    26,054Long-lived asset impairment
    
    
    324
    
    
    
    2,995Amortization of debt issuance cost
    
    
    707
    
    
    
    273Amortization of fair value of acquired interest rate swaps
    
    
    111
    
    
    
    112Unit based compensation expense
    
    
    660
    
    
    
    555Provision for doubtful accounts
    
    
    592
    
    
    
    226Gain on sale of compression equipment
    
    
    (425
    )
    
    
    Changes in assets and liabilities:Accounts receivable, trade
    
    
    (4,873
    )
    
    
    6,285Other assets
    
    
    
    
    
    
    94Accounts payable, trade
    
    
    72
    
    
    
    (511
    )Other liabilities
    
    
    2,427
    
    
    
    2,627Net cash provided by operating activities
    
    
    37,097
    
    
    
    50,177Cash flows from investing activities:Capital expenditures
    
    
    (21,578
    )
    
    
    (14,694
    )Proceeds from the sale of compression equipment
    
    
    823
    
    
    
    Increase in restricted cash
    
    
    (213
    )
    
    
    Increase in amounts due from affiliates, net
    
    
    (22
    )
    
    
    (2,425
    )Net cash used in investing activities
    
    
    (20,990
    )
    
    
    (17,119
    )Cash flows from financing activities:Borrowings under long-term debt
    
    
    17,000
    
    
    
    18,750Repayments on long-term debt
    
    
    (14,000
    )
    
    
    (33,000
    )Distributions to unitholders
    
    
    (34,758
    )
    
    
    (27,812
    )Purchase of treasury units
    
    
    (166
    )
    
    
    Capital contribution from limited and general partner
    
    
    16,940
    
    
    
    6,090Decrease in amounts due to affiliates, net
    
    
    (1,293
    )
    
    
    Net cash used in financing activities
    
    
    (16,277
    )
    
    
    (35,972
    )Net decrease in cash and cash equivalents
    
    
    (170
    )
    
    
    (2,914
    )Cash and cash equivalents at beginning of period
    
    
    203
    
    
    
    3,244Cash and cash equivalents at end of period
    
    $
    33
    
    
    $
    330Supplemental disclosure of cash flow information:Non-cash capital contribution from limited and general partner
    
    $
    2,603
    
    
    $
    4,027Compression equipment acquired/exchanged, net
    
    $
    4,191
    
    
    $
    3,246
  7




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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
   Fair Value of Financial Instruments
  As of September 30, 2010
    
    As of December 31, 2009Carrying
    
    Fair
    
    Carrying
    
    FairAmount
    
    Value
    
    Amount
    
    ValueLong-term debt
    
    $
    435,500
    
    
    $
    432,700
    
    
    $
    432,500
    
    
    $
    418,000
 Earnings Per Common and Subordinated Unit
   8




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##### 



Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Weighted average common units outstanding 
used in basic earnings (loss) per common
unit
    
    
    22,882
    
    
    
    12,800
    
    
    
    19,342
    
    
    
    12,784Net dilutive potential common units issuable:Unit options
    
    
    
    
    
    
    **
    
    
    
    
    
    
    
    **Phantom units
    
    
    **
    
    
    
    23
    
    
    
    **
    
    
    
    10Weighted average common units and dilutive
potential common units  used in diluted
earnings (loss) per common unit
    
    
    22,882
    
    
    
    12,823
    
    
    
    19,342
    
    
    
    12,794**   Excluded from diluted earnings (loss) per common unit as the effect would have been anti-dilutive.




The table below indicates the potential number of common units that were excluded from net dilutive
potential units of common units as their effect would have been anti-dilutive (in thousands):Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net dilutive potential common units issuable:Unit options
    
    
    
    
    
    
    581
    
    
    
    
    
    
    
    581Phantom units
    
    
    91
    
    
    
    
    
    
    
    81
    
    
    
    6Net dilutive potential common units issuable
    
    
    91
    
    
    
    581
    
    
    
    81
    
    
    
    587
 Reclassifications
  2. AUGUST 2010 CONTRACT OPERATIONS ACQUISITION AND NOVEMBER 2009 CONTRACT OPERATIONS ACQUISITION
    9




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##### 



Unaudited Pro Forma Financial Information
    
    
    our acquisition in August 2010 of certain contract operations customer service agreements
and compression equipment from Exterran Holdings; and
    
    our issuance of approximately 8.2 million common units to Exterran Holdings and
approximately 167,000 general partner units to Exterran Holdings wholly-owned subsidiary.
  
    
    our acquisition in November 2009 of certain contract operations customer service
agreements and compression equipment from Exterran Holdings;
    
    our assumption of $57.2 million of Exterran Holdings long-term debt;
    
    our borrowing of $30.0 million under our asset-backed securitization facility and $28.0
million under our revolving credit facility and use of those proceeds to retire the debt
assumed from Exterran Holdings; and
    
    our issuance of approximately 4.7 million common units to Exterran Holdings and
approximately 97,000 general partner units to Exterran Holdings wholly-owned subsidiary.
  10




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##### 



Three Months
    
    
    Nine Months
    
    
    Three Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 30, 2010
    
    
    September 30, 2009Revenue
    
    $
    68,566
    
    
    $
    200,870
    
    
    $
    68,610
    
    
    $
    219,606Net income
    
    $
    1,544
    
    
    $
    8,076
    
    
    $
    9,137
    
    
    $
    34,271Basic earnings per common and subordinated limited partner unit
    
    $
    0.03
    
    
    $
    0.21
    
    
    $
    0.27
    
    
    $
    1.01Diluted earnings per common and subordinated limited partner unit
    
    $
    0.03
    
    
    $
    0.21
    
    
    $
    0.27
    
    
    $
    1.01
  3. 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.
   11




---



##### 



12




---



##### 



4. DEBT
  September 30, 2010
    
    
    December 31, 2009Revolving credit facility due October 2011
    
    $
    288,000
    
    
    $
    285,000Term loan due October 2011
    
    
    117,500
    
    
    
    117,500Asset-backed securitization facility due July 2013
    
    
    30,000
    
    
    
    30,000Long-term debt
    
    $
    435,500
    
    
    $
    432,500
        5. CASH DISTRIBUTIONS
  
    
    first, 98% to the common unitholders, pro rata, and 2% to our general partner, until we
distribute for each outstanding common unit an amount equal to the minimum quarterly
distribution for that quarter;
    
    second, 98% to the common unitholders, pro rata, and 2% to our general partner, until we
distribute for each outstanding common unit an amount equal to any arrearages in payment of
the minimum quarterly distribution on the common units for any prior quarters during the
subordination period;
    
    third, 98% to the subordinated unitholders, pro rata, and 2% to our general partner,
until we distribute for each subordinated unit an amount equal to the minimum quarterly
distribution for that quarter;
    
    fourth, 98% to all common and subordinated unitholders, pro rata, and 2% to our general
partner, until each unit has received a distribution of $0.4025;
    
    fifth, 85% to all common and subordinated unitholders, pro rata, and 15% to our general
partner, until each unit has received a
 13




---



##### 



distribution of $0.4375;
    
    sixth, 75% to all common and subordinated unitholders, pro rata, and 25% to our general
partner, until each unit has received a total of $0.525; and
    
    thereafter, 50% to all common and subordinated unitholders, pro rata, and 50% to our
general partner.
  DistributionperLimitedPeriod Covering
    
    Payment Date
    
    Partner Unit
    
    Total Distribution (1)1/1/2009  3/31/2009
    
    May 15, 2009
    
    $
    0.4625
    
    
    $
    9.3 million4/1/2009  6/30/2009
    
    August 14, 2009
    
    
    0.4625
    
    
    
    9.3 million7/1/2009  9/30/2009
    
    November 13, 2009
    
    
    0.4625
    
    
    
    9.3 million10/1/2009  12/31/2009
    
    February 12, 2010
    
    
    0.4625
    
    
    
    11.6 million1/1/2010  3/31/2010
    
    May 11, 2010
    
    
    0.4625
    
    
    
    11.6 million4/1/2010  6/30/2010
    
    August 10, 2010
    
    
    0.4625
    
    
    
    11.6 million
 
 (1)
    
    Including distributions to our general partner on its incentive distribution rights.  6. UNIT-BASED COMPENSATION
 Long-Term Incentive Plan
   Phantom Units
  14




---



##### 



WeightedAverageGrant-DatePhantom
    
    
    Fair ValueUnits
    
    
    per UnitPhantom units outstanding, December 31, 2009
    
    
    91,124
    
    
    $
    17.06Granted
    
    
    35,242
    
    
    
    22.79Vested
    
    
    (33,373
    )
    
    
    18.18Cancelled
    
    
    (2,065
    )
    
    
    17.26Phantom units outstanding, September 30, 2010
    
    
    90,928
    
    
    $
    18.85
  Unit Options
  7. ACCOUNTING FOR INTEREST RATE SWAP AGREEMENTS
  Interest Rate Risk
   September 30, 2010Fair ValueAssetBalance Sheet Location
    
    
    (Liability)Derivatives designated as hedging instruments:Interest rate hedges
    
    Current portion of interest rate swaps
    
    $
    (10,282
    )Interest rate hedges
    
    Interest rate swaps
    
    
    (3,744
    )Total derivatives
    
    
    
    
    
    $
    (14,026
    )
 15




---



##### 



December 31, 2009Fair ValueAssetBalance Sheet Location
    
    
    (Liability)Derivatives designated as hedging instruments:Interest rate hedges
    
    Interest rate swaps
    
    $
    262Interest rate hedges
    
    Current portion of interest rate swaps
    
    
    (9,229
    )Interest rate hedges
    
    Interest rate swaps
    
    
    (6,668
    )Total derivatives
    
    
    
    
    
    $
    (15,635
    )
 Three Months Ended September 30, 2010
    
    
    Nine Months Ended September 30, 2010Gain (Loss)
    
    
    
    
    
    
    
    
    
    
    Gain (Loss)Reclassified
    
    
    
    
    
    
    
    
    
    
    ReclassifiedLocation of Gain
    
    
    from
    
    
    
    
    
    
    Location of Gain
    
    
    fromGain (Loss)
    
    
    (Loss) Reclassified
    
    
    Accumulated
    
    
    Gain (Loss)
    
    
    (Loss) Reclassified
    
    
    AccumulatedRecognized in
    
    
    from Accumulated
    
    
    Other
    
    
    Recognized in
    
    
    from Accumulated
    
    
    OtherOther
    
    
    Other
    
    
    Comprehensive
    
    
    Other
    
    
    Other
    
    
    ComprehensiveComprehensive
    
    
    Comprehensive
    
    
    Income (Loss)
    
    
    Comprehensive
    
    
    Comprehensive
    
    
    Income (Loss)Income (Loss)
    
    
    Income (Loss) into
    
    
    into Income
    
    
    Income (Loss)
    
    
    Income (Loss) into
    
    
    into Incomeon Derivatives
    
    
    Income (Loss)
    
    
    (Loss)
    
    
    on Derivatives
    
    
    Income (Loss)
    
    
    (Loss)Derivatives designated as
cash flow hedges:Interest rate hedges
    
    $
    (2,241
    )
    
    Interest expense
    
    $
    (2,931
    )
    
    $
    (7,204
    )
    
    Interest expense
    
    $
    (8,813
    )
 Three Months Ended September 30, 2009
    
    
    Nine Months Ended September 30, 2009Gain (Loss)
    
    
    
    
    
    
    
    
    
    
    Gain (Loss)Reclassified
    
    
    
    
    
    
    
    
    
    
    ReclassifiedLocation of Gain
    
    
    from
    
    
    
    
    
    
    Location of Gain
    
    
    fromGain (Loss)
    
    
    (Loss) Reclassified
    
    
    Accumulated
    
    
    Gain (Loss)
    
    
    (Loss) Reclassified
    
    
    AccumulatedRecognized in
    
    
    from Accumulated
    
    
    Other
    
    
    Recognized in
    
    
    from Accumulated
    
    
    OtherOther
    
    
    Other
    
    
    Comprehensive
    
    
    Other
    
    
    Other
    
    
    ComprehensiveComprehensive
    
    
    Comprehensive
    
    
    Income (Loss)
    
    
    Comprehensive
    
    
    Comprehensive
    
    
    Income (Loss)Income (Loss)
    
    
    Income (Loss) into
    
    
    into Income
    
    
    Income (Loss)
    
    
    Income (Loss) into
    
    
    into Incomeon Derivatives
    
    
    Income (Loss)
    
    
    (Loss)
    
    
    on Derivatives
    
    
    Income (Loss)
    
    
    (Loss)Derivatives designated as
cash flow hedges:Interest rate hedges
    
    $
    (3,898
    )
    
    Interest expense
    
    $
    (2,683
    )
    
    $
    (6,069
    )
    
    Interest expense
    
    $
    (6,645
    )
  8. FAIR VALUE OF INTEREST RATE SWAP AGREEMENTS
  
    
    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.
 16




---



##### 



QuotedMarket
    
    SignificantPrices in
    
    Other
    
    SignificantActive
    
    Observable
    
    UnobservableMarkets
    
    Inputs
    
    InputsTotal
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Interest rate swaps asset (liability)
    
    $
    (14,026
    )
    
    $
    
    
    
    $
    (14,026
    )
    
    $
    Impaired long-lived assets
    
    
    34
    
    
    
    
    
    
    
    
    
    
    
    34
  QuotedMarket
    
    SignificantPrices in
    
    Other
    
    SignificantActive
    
    Observable
    
    UnobservableMarkets
    
    Inputs
    
    InputsTotal
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Interest rate swaps asset (liability)
    
    $
    (17,110
    )
    
    $
    
    
    
    $
    (17,110
    )
    
    $
    Impaired long-lived assets
    
    
    197
    
    
    
    
    
    
    
    
    
    
    
    197
  9. UNIT TRANSACTIONS
   10. LONG-LIVED ASSET IMPAIRMENT
  11. COMMITMENTS AND CONTINGENCIES
  17




---



##### 



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;
    
    our ability to comply with financial covenants contained in our credit agreements;
    
    our ability to refinance existing debt or incur additional indebtedness at an acceptable cost;
    
    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. (individually, and together with its wholly-owned
subsidiaries, Exterran Holdings) to us.
 www.exterran.com www.sec.gov .
 
    
    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;
    
    our 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 Internal Revenue Service challenge to our valuation methodologies, which may result in
a shift of income, gains, losses and/or deductions between our general partner and our
unitholders;
    
    the risk that counterparties will not perform their obligations under our financial
instruments;
 18




---



##### 




    
    the financial condition of our customers;
    
    our ability to implement certain business and financial objectives, such as:
 
    
    growing our asset base and asset utilization, particularly our fleet of
compressors;
    
    integrating acquired businesses;
    
    generating sufficient cash;
    
    accessing the capital markets at an acceptable cost;
    
    purchasing additional contract operations contracts and equipment from Exterran
Holdings; and
    
    refinancing existing or incurring additional indebtedness to fund our business;
 
    
    liability related to the provision of our services;
    
    changes in governmental safety, health, environmental or other regulations, which could
require us to make significant expenditures; and
    
    our level of indebtedness and ability to fund our business.
  GENERAL
  November 2009 Contract Operations Acquisition
  August 2010 Contract Operations Acquisition
   19




---



##### 



Omnibus Agreement
  
    
    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; and
    
    the terms under which we may purchase newly-fabricated contract operations equipment from
Exterran Holdings affiliates.
  OVERVIEW
 Industry Conditions and Trends
   Our Performance Trends and Outlook
    20




---



##### 



Operating Highlights
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2010
    
    2009
    
    2010
    
    2009Total Available Horsepower (at period end)
    
    
    1,655
    
    
    
    1,039
    
    
    
    1,655
    
    
    
    1,039Total Operating Horsepower (at period end)
    
    
    1,362
    
    
    
    808
    
    
    
    1,362
    
    
    
    808Average Operating Horsepower
    
    
    1,208
    
    
    
    819
    
    
    
    1,123
    
    
    
    859Horsepower Utilization:Spot (at period end)
    
    
    82
    %
    
    
    78
    %
    
    
    82
    %
    
    
    78
    %Average
    
    
    81
    %
    
    
    79
    %
    
    
    81
    %
    
    
    83
    %
 21




---



##### 



FINANCIAL RESULTS OF OPERATIONS
 The three months ended September 30, 2010 compared to the three months ended September 30, 2009
  Three Months EndedSeptember 30,2010
    
    
    2009Revenue
    
    $
    62,721
    
    
    $
    41,317Gross margin (1)
    
    
    28,902
    
    
    
    21,515Gross margin percentage
    
    
    46
    %
    
    
    52
    %Expenses:Depreciation and amortization
    
    $
    13,697
    
    
    $
    9,042Long-lived asset impairment
    
    
    93
    
    
    
    Selling, general and administrative
    
    
    8,504
    
    
    
    4,961Interest expense
    
    
    6,020
    
    
    
    5,039Other (income) expense, net
    
    
    333
    
    
    
    324Income tax expense
    
    
    172
    
    
    
    141Net income
    
    $
    83
    
    
    $
    2,008
 
 (1)
    
    For a reconciliation of gross margin to net income, 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.
 Depreciation and Amortization.
 Long-lived Asset Impairment.
 SG&A.
 Interest Expense.
 Other (Income) Expense, Net.
 22




---



##### 



Income Tax Expense.
 The nine months ended September 30, 2010 compared to the nine months ended September 30, 2009
  Nine Months EndedSeptember 30,2010
    
    
    2009Revenue
    
    $
    169,221
    
    
    $
    134,627Gross margin (1)
    
    
    80,425
    
    
    
    72,467Gross margin percentage
    
    
    48
    %
    
    
    54
    %Expenses:Depreciation and amortization
    
    $
    37,338
    
    
    $
    26,054Long-lived asset impairment
    
    
    324
    
    
    
    2,995Selling, general and administrative
    
    
    24,718
    
    
    
    16,513Interest expense
    
    
    17,436
    
    
    
    14,663Other (income) expense, net
    
    
    (73
    )
    
    
    351Income tax expense
    
    
    518
    
    
    
    424Net income
    
    $
    164
    
    
    $
    11,467
 
 (1)
    
    For a reconciliation of gross margin to net income, 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 Measure) of this
report. Revenue.
 Gross Margin.
 Depreciation and Amortization.
 Long-lived Asset Impairment.
 SG&A.
 23




---



##### 



Interest Expense.
 Other (Income) Expense, Net.
 Income Tax Expense.
 LIQUIDITY AND CAPITAL RESOURCES
  Nine Months Ended September 30,2010
    
    
    2009Net cash provided by (used in):Operating activities
    
    $
    37,097
    
    
    $
    50,177Investing activities
    
    
    (20,990
    )
    
    
    (17,119
    )Financing activities
    
    
    (16,277
    )
    
    
    (35,972
    )Net change in cash and cash equivalents
    
    $
    (170
    )
    
    $
    (2,914
    )September 30, 
2010
    
    
    December 31, 
2009Cash and cash equivalents
    
    $
    33
    
    
    $
    203Working capital
    
    
    5,853
    
    
    
    4,094
 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
 24




---



##### 




    
    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.
   Our Ability to Grow Depends on Our Ability to Access External Expansion Capital
  Long-term Debt.
     25




---



##### 



Distributions to Unitholders.
  NON-GAAP FINANCIAL MEASURE
  26




---



##### 



Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net income
    
    $
    83
    
    
    $
    2,008
    
    
    $
    164
    
    
    $
    11,467Depreciation and amortization
    
    
    13,697
    
    
    
    9,042
    
    
    
    37,338
    
    
    
    26,054Long-lived asset impairment
    
    
    93
    
    
    
    
    
    
    
    324
    
    
    
    2,995Selling, general and administrative
    
    
    8,504
    
    
    
    4,961
    
    
    
    24,718
    
    
    
    16,513Interest expense
    
    
    6,020
    
    
    
    5,039
    
    
    
    17,436
    
    
    
    14,663Other (income) expense, net
    
    
    333
    
    
    
    324
    
    
    
    (73
    )
    
    
    351Income tax expense
    
    
    172
    
    
    
    141
    
    
    
    518
    
    
    
    424Gross margin
    
    $
    28,902
    
    
    $
    21,515
    
    
    $
    80,425
    
    
    $
    72,467
 OFF-BALANCE SHEET ARRANGEMENTS
  27




---



##### 



ITEM 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
 Variable Rate Debt
    ITEM 4.
    
    Controls and Procedures
 Managements Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  28




---



##### 



PART II. OTHER INFORMATION
 ITEM 1.
    
    Legal Proceedings
  ITEM 1A.
    
    Risk Factors
  New regulations, proposed regulations and proposed modifications to existing regulations under the
Clean Air Act (CAA), if implemented, could result in increased compliance costs.
     Climate change legislation and regulatory initiatives could result in increased compliance costs.
  29




---



##### 



ITEM 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
  30




---



##### 



ITEM 6.
    
    Exhibits
 Exhibit No.
    
    Description2.1
    
    Contribution, Conveyance and Assumption
Agreement, dated July 26, 2010, by and
among Exterran Holdings, Inc., Exterran
Energy Solutions, L.P., EES Leasing LLC,
EXH GP LP LLC, Exterran GP LLC, EXH MLP LP
LLC, Exterran General Partner, L.P., EXLP
Operating LLC, EXLP Leasing LLC and
Exterran Partners, L.P., incorporated by
reference to Exhibit 2.1 to the
Registrants Current Report on Form 8-K
filed on July 28, 20103.1
    
    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 on June 27, 20063.2
    
    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 the Registrants Current Report on
Form 8-K filed on August 24, 20073.3
    
    First Amended and Restated Agreement of
Limited Partnership of Exterran Partners,
L.P., as amended, incorporated by
reference to Exhibit 3.3 to the
Registrants Quarterly Report on form 10-Q
for the quarter ended March 31, 20083.4
    
    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
on 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 on 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 on October 26, 20064.1
    
    Indenture, dated as of October 13, 2009,
by and between EXLP ABS 2009 LLC, as
Issuer, EXLP ABS Leasing 2009 LLC and
Wells Fargo Bank, National Association, as
Indenture Trustee, with respect to the
$150,000,000 ABS facility consisting of
$150,000,000 of Series 2009-1 Notes,
incorporated by reference to Exhibit 4.1
to the Registrants Current Report on Form
8-K filed on October 19, 20094.2
    
    Series 2009-1 Supplement, dated as of
October 13, 2009, to Indenture dated as of
October 13, 2009, by and between EXLP ABS
2009 LLC, as Issuer, EXLP ABS Leasing 2009
LLC and Wells Fargo Bank, National
Association, as Indenture Trustee, with
respect to the $150,000,000 of Series
2009-1 Notes, incorporated by reference to
Exhibit 4.2 to the Registrants Current
Report on Form 8-K filed on October 19,
200910.1*
    
    First Amendment to Second Amended and
Restated Omnibus Agreement, dated August
11, 2010, by and among Exterran Partners,
L.P., Exterran Holdings, Inc., Exterran
Energy Solutions, L.P., Exterran GP LLC,
Exterran General Partner, L.P. and EXLP
Operating LLC. (Certain portions of this
exhibit have been omitted by redacting a
portion of the text (indicated by
asterisks in the text). This exhibit has
been filed separately with the Securities
and Exchange Commission pursuant to a
request for Confidential Treatment.)10.2*
    
    Management Agreement, dated as of October
13, 2009, by and between Exterran
Partners, L.P., as Manager, EXLP ABS 2009
LLC, as Issuer, and EXLP ABS Leasing 2009
LLC. (Certain portions of this exhibit
have been omitted by redacting a portion
of the text (indicated by asterisks in the
text). This exhibit has been filed
separately with the Securities and
Exchange Commission pursuant to a request
for Confidential Treatment.)10.3*
    
    Senior Secured Credit Agreement, dated
October 20, 2006, by and among UC
Operating Partnership, L.P., as Borrower,
Universal Compression Partners, L.P. (now
Exterran Partners, L.P.), as Guarantor,
Wachovia Bank, National Association, as
Administrative Agent, Deutsche Banc Trust
Company Americas, as Syndication Agent,
Fortis Capital Corp and Wells Fargo Bank,
National Association, as Co-Documentation
Agents and the other lenders signatory
thereto10.4
    
    Form of Change of Control Agreement,
incorporated by reference to Exhibit 10.1
to the Registrants Current Report on Form
8-K filed on August 9, 201010.5*
    
    Second Amended and Restated Omnibus
Agreement, dated November 5, 2009, by and
among Exterran Holdings, Inc., Exterran
Energy Solutions, L.P., Exterran GP LLC,
Exterran General Partner, L.P. and EXLP
Operating LLC. (Certain portions of this
exhibit have been omitted by redacting a
portion of the text (indicated by
asterisks in the text). This exhibit has
been filed separately with the Securities
and Exchange Commission pursuant to a
request for Confidential Treatment.)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 193431.2*
    
    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 193432.1**
    
    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
200232.2**
    
    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
 31




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##### 




    
    Management contract or compensatory plan or arrangement.*
    
    Filed herewith.**
    
    Furnished herewith. 32




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##### 



SIGNATURES
   November 4, 2010
    By:
    EXTERRAN GENERAL PARTNER, L.P.its General Partner By:
    EXTERRAN GP LLCits General Partner By:
    /s/ MICHAEL J. AARONSONMichael J. AaronsonVice President and Chief Financial Officer
(Principal Financial Officer) By:
    /s/ KENNETH R. BICKETTKenneth R. BickettVice President, Finance and Accounting
(Principal Accounting Officer) 33




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##### 



Index to Exhibits
 Exhibit No.
    
    Description2.1
    
    Contribution, Conveyance and Assumption
Agreement, dated July 26, 2010, by and
among Exterran Holdings, Inc., Exterran
Energy Solutions, L.P., EES Leasing LLC,
EXH GP LP LLC, Exterran GP LLC, EXH MLP LP
LLC, Exterran General Partner, L.P., EXLP
Operating LLC, EXLP Leasing LLC and
Exterran Partners, L.P., incorporated by
reference to Exhibit 2.1 to the
Registrants Current Report on Form 8-K
filed on July 28, 20103.1
    
    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 on June 27, 20063.2
    
    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 the Registrants Current Report on
Form 8-K filed on August 24, 20073.3
    
    First Amended and Restated Agreement of
Limited Partnership of Exterran Partners,
L.P., as amended, incorporated by
reference to Exhibit 3.3 to the
Registrants Quarterly Report on form 10-Q
for the quarter ended March 31, 20083.4
    
    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
on 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 on 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 on October 26, 20064.1
    
    Indenture, dated as of October 13, 2009,
by and between EXLP ABS 2009 LLC, as
Issuer, EXLP ABS Leasing 2009 LLC and
Wells Fargo Bank, National Association, as
Indenture Trustee, with respect to the
$150,000,000 ABS facility consisting of
$150,000,000 of Series 2009-1 Notes,
incorporated by reference to Exhibit 4.1
to the Registrants Current Report on Form
8-K filed on October 19, 20094.2
    
    Series 2009-1 Supplement, dated as of
October 13, 2009, to Indenture dated as of
October 13, 2009, by and between EXLP ABS
2009 LLC, as Issuer, EXLP ABS Leasing 2009
LLC and Wells Fargo Bank, National
Association, as Indenture Trustee, with
respect to the $150,000,000 of Series
2009-1 Notes, incorporated by reference to
Exhibit 4.2 to the Registrants Current
Report on Form 8-K filed on October 19,
200910.1*
    
    First Amendment to Second Amended and
Restated Omnibus Agreement, dated August
11, 2010, by and among Exterran Partners,
L.P., Exterran Holdings, Inc., Exterran
Energy Solutions, L.P., Exterran GP LLC,
Exterran General Partner, L.P. and EXLP
Operating LLC. (Certain portions of this
exhibit have been omitted by redacting a
portion of the text (indicated by
asterisks in the text). This exhibit has
been filed separately with the Securities
and Exchange Commission pursuant to a
request for Confidential Treatment.)10.2*
    
    Management Agreement, dated as of October
13, 2009, by and between Exterran
Partners, L.P., as Manager, EXLP ABS 2009
LLC, as Issuer, and EXLP ABS Leasing 2009
LLC. (Certain portions of this exhibit
have been omitted by redacting a portion
of the text (indicated by asterisks in the
text). This exhibit has been filed
separately with the Securities and
Exchange Commission pursuant to a request
for Confidential Treatment.)10.3*
    
    Senior Secured Credit Agreement, dated
October 20, 2006, by and among UC
Operating Partnership, L.P., as Borrower,
Universal Compression Partners, L.P. (now
Exterran Partners, L.P.), as Guarantor,
Wachovia Bank, National Association, as
Administrative Agent, Deutsche Banc Trust
Company Americas, as Syndication Agent,
Fortis Capital Corp and Wells Fargo Bank,
National Association, as Co-Documentation
Agents and the other lenders signatory
thereto10.4
    
    Form of Change of Control Agreement,
incorporated by reference to Exhibit 10.1
to the Registrants Current Report on Form
8-K filed on August 9, 201010.5*
    
    Second Amended and Restated Omnibus
Agreement, dated November 5, 2009, by and
among Exterran Holdings, Inc., Exterran
Energy Solutions, L.P., Exterran GP LLC,
Exterran General Partner, L.P. and EXLP
Operating LLC. (Certain portions of this
exhibit have been omitted by redacting a
portion of the text (indicated by
asterisks in the text). This exhibit has
been filed separately with the Securities
and Exchange Commission pursuant to a
request for Confidential Treatment.)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 193431.2*
    
    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 193432.1**
    
    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
200232.2**
    
    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
 34




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##### 




    
    Management contract or compensatory plan or arrangement.*
    
    Filed herewith.**
    
    Furnished herewith. 35