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Exhibit
10.3
   FIRST AMENDED AND RESTATED
 OMNIBUS AGREEMENT
 AMONG
 EXTERRAN HOLDINGS, INC.
 EXTERRAN, INC.
 EXTERRAN ENERGY SOLUTIONS, L.P.
 UCO GP, LLC
 UCO GENERAL PARTNER, LP
 EXTERRAN PARTNERS, L.P.
 AND
 EXLP OPERATING LLC




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TABLE OF CONTENTS
 ARTICLE I DEFINITIONS
    
    
    21.1
    
    Definitions
    
    
    2ARTICLE II NON-COMPETITION AND BUSINESS OPPORTUNITIES
    
    
    102.1
    
    Restricted Business
    
    
    102.2
    
    Overlapping Customers
    
    
    112.3
    
    Permitted Exceptions
    
    
    112.4
    
    Restricted Business Procedures
    
    
    132.5
    
    Scope of the Prohibition
    
    
    152.6
    
    New Customers
    
    
    162.7
    
    Enforcement
    
    
    162.8
    
    Termination
    
    
    16ARTICLE III SERVICES
    
    
    163.1
    
    Provision, Allocation and Reimbursement for Services
    
    
    163.2
    
    Limitations on Reimbursement
    
    
    18ARTICLE IV COMPRESSION EQUIPMENT TRANSFERS
    
    
    184.1
    
    Transfer Mechanics
    
    
    184.2
    
    Settlement; Appraised Value
    
    
    214.3
    
    Appraisal
    
    
    224.4
    
    Like-Kind Exchange Treatment
    
    
    224.5
    
    Other Sales Permitted
    
    
    224.6
    
    Termination
    
    
    224.7
    
    Proration of Ad Valorem Taxes
    
    
    22ARTICLE V NEWLY FABRICATED COMPRESSION EQUIPMENT PURCHASES
    
    
    23ARTICLE VI LICENSE
    
    
    236.1
    
    Grant of License
    
    
    236.2
    
    Restrictions on Marks
    
    
    236.3
    
    Ownership
    
    
    246.4
    
    Confidentiality
    
    
    246.5
    
    Estoppel
    
    
    246.6
    
    Warranties; Disclaimers
    
    
    246.7
    
    In the Event of Termination
    
    
    25ARTICLE VIIINDEMNIFICATION
    
    
    257.1
    
    Environmental Indemnification
    
    
    257.2
    
    Additional Indemnification
    
    
    267.3
    
    Limitations Regarding Indemnification
    
    
    277.4
    
    Indemnification Procedures
    
    
    27ARTICLE VIII MISCELLANEOUS
    
    
    288.1
    
    Choice of Law; Submission to Jurisdiction
    
    
    288.2
    
    Notice
    
    
    28
 i




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8.3
    
    Entire Agreement
    
    
    298.4
    
    Termination
    
    
    298.5
    
    Effect of Waiver or Consent
    
    
    298.6
    
    Amendment or Modification
    
    
    298.7
    
    Assignment; Third Party Beneficiaries
    
    
    298.8
    
    Counterparts
    
    
    308.9
    
    Severability
    
    
    308.10
    
    Gender, Parts, Articles and Sections
    
    
    308.11
    
    Further Assurances
    
    
    308.12
    
    Withholding or Granting of Consent
    
    
    308.13
    
    Laws and Regulations
    
    
    308.14
    
    Negation of Rights of Limited Partners, Assignees and Third Parties
    
    
    308.15
    
    No Recourse Against Officers or Directors
    
    
    30
 EXHIBITS AND SCHEDULES
 
 
 
 ii




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FIRST AMENDED AND RESTATED
OMNIBUS AGREEMENT
 Effective Date Exterran  EI  EES UCO LLC General Partner Partnership Operating Company Party Parties
 RECITALS:
 OLP GP UCH Omnibus Agreement
 Reorganization
 2007 Contribution Agreement
 Hanover




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ARTICLE I
DEFINITIONS
 Definitions
   2007 Contribution Agreement
 Acquired Partnership Restricted Business
 Acquired Exterran Restricted Business
 Acquiring Party
 Affiliate
 Agreement
 Appraiser
 Appraisal
 Appraised Value
 2




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Average Horsepower
 Billed Party
 Business Day
 CCSB
 Change of Control Applicable Person
 Closing Date
 Code
 Common Unit
 Compression Equipment
 3




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Competitive Services provided however
 Conflicts Committee
 Contribution Agreement
 Conversion Condition
 Cost of Sales
 Cost of Sales Limit
 Covered Environmental Losses
 Direct Compression Equipment Costs and Expenses
 Effective Date
 Effective Time
 EES
 EI
 4




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Environmental Laws
 Exchange Act
 Exterran
 Exterran Customers
 Exterran Entities Exterran Entity
 Exterran Overlapping Customers
 Exterran Restricted Business
 Exterran Site
 Fabricated Cost .
 Fixed Margin Amount Schedule 1.1
 Form Bill of Sale
 5




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Form Compression Services Agreement
 Form Lease Agreement
 GAAP
 General Partner
 Hazardous Substance
 Indemnified Party
 Indemnifying Party
 Licensees
 Licensor
 Liens
 Limit Period
 Marks Schedule 6.1
 6




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New Customer
 Non-Qualifying Business
 Offer
 Offer Period
 Offered Assets
 Offeree
 Operating Company
 Organizational Documents
 Other Losses
 Overlapping Customer
 Partnership
 Partnership Agreement
 Partnership Assets
 Partnership Customers
 7




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Partnership Entities Partnership Entity
 Partnership Group
 Partnership Horsepower
 Partnership Overlapping Customer
 Partnership Restricted Business
 Partnership Site
 Party Parties
 Percentage Interest
 Person
 Purchase Agreement
 Qualifying Business
 Released Exterran
 Released Partnership Customers
 8




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Retained Assets
 Services
 Site
 Subsidiary
 Total Domestic Horsepower
 Transferee
 Transferor
 UCH
 UCO LLC
 USCSB
 USCSB Horsepower
 Voluntary Cleanup Program
 Voting Securities provided
 9




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ARTICLE II
NON-COMPETITION AND BUSINESS OPPORTUNITIES
 Restricted Business
 Exterran Restricted Business
 Partnership Restricted Business
 Overlapping Customers.
 Partnership Site Exterran Site
   10




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Permitted Exceptions
       provided
 11




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Acquired Exterran Restricted Business
 provided Acquired
Partnership Restricted Business
 12




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Restricted Business Procedures.
 Acquiring Party Offeree Offer Offered Assets Purchase Agreement provided
  13




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provided Non-Qualifying Business Qualifying Business Conversion Condition provided
further
 Offer Period
 14




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Scope of the Prohibition
 15




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New Customers
 Enforcement
 Termination
 ARTICLE III
SERVICES
 Provision, Allocation and Reimbursement for Services
  16




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Schedule 3.1(a)  Services  Schedule 3.1(b)
 provided
    Limitations on Reimbursement.
 17




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SG&A
Limit provided
 Cost of Sales Limit
 ARTICLE IV
COMPRESSION EQUIPMENT TRANSFERS
 Transfer Mechanics
 provided transfer
  18




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provided provided further
  Effective Time provided
 19




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20




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Settlement; Appraised Value
  provisos
 provided
 provided however
 provided however
  21




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provided
 Appraisal
 Like-Kind Exchange Treatment
 Other Sales Permitted provided however
 Termination
 Proration of Ad Valorem Taxes Billed Party
 22




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ARTICLE V
NEWLY FABRICATED COMPRESSION EQUIPMENT PURCHASES
 provided
 ARTICLE VI
LICENSE
 Grant of License
 Restrictions on Marks
    23




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Ownership.
 Confidentiality
 Estoppel
 Warranties; Disclaimers.
   24




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In the Event of Termination
 ARTICLE VII
INDEMNIFICATION
 Environmental Indemnification.
   provided
 Covered Environmental Losses
 25




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provisos
  Additional Indemnification.
 Other Losses
    provided however
  26




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provisos
 Limitations Regarding Indemnification.
   Indemnification Procedures
 provided however
 provided, however,
  27




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provided, however, provided, however
   ARTICLE VIII
MISCELLANEOUS
 Choice of Law; Submission to Jurisdiction
 Notice
 28




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Entire Agreement
 Termination
 Effect of Waiver or Consent
 Amendment or Modification provided however
 Assignment; Third Party Beneficiaries
 29




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Counterparts
 Severability
 Gender, Parts, Articles and Sections
 Further Assurances
 Withholding or Granting of Consent
 Laws and Regulations
 Negation of Rights of Limited Partners, Assignees and Third Parties
 No Recourse Against Officers or Directors
 30




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[ Signature pages follow. ]
 31




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EXTERRAN HOLDINGS, INC.By:
    
    /s/ J. MICHAEL ANDERSONName:
    
    J. Michael AndersonTitle:
    
    Senior Vice PresidentEXTERRAN, INC.By:
    
    /s/ J. MICHAEL ANDERSONName:
    
    J. Michael AndersonTitle:
    
    Senior Vice PresidentUCO GP, LLCBy:
    
    /s/ J. MICHAEL ANDERSONName:
    
    J. Michael AndersonTitle:
    
    Senior Vice PresidentUCO GENERAL PARTNER, LPBy: UCO GP, LLC, its general partnerBy:
    
    /s/ J. MICHAEL ANDERSONName:
    
    J. Michael AndersonTitle:
    
    Senior Vice President
 Signature Page  Omnibus Agreement




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EXTERRAN PARTNERS, L.P.By: UCO GENERAL PARTNER, LP, its general partnerBy: UCO GP, LLC, its general partnerBy:
    
    /s/ J. Michael AndersonName:
    
    J. Michael AndersonTitle:
    
    Senior Vice PresidentEXLP OPERATING LLCBy: EXTERRAN PARTNERS, L.P., its sole memberBy: UCO GENERAL PARTNER, LP, its general partnerBy: UCO GP, LLC, its general partnerBy:
    
    /s/ J. Michael AndersonName:
    
    J. Michael AndersonTitle:
    
    Senior Vice President
 Signature Page  Omnibus Agreement




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Schedule 1.1
 Fixed Margin Percentage
  Schedule 1.1




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Schedule 3.1(a)
 Services
 1)
    
    operations,2)
    
    marketing,3)
    
    maintenance and repair of Compression Equipment,4)
    
    periodic overhauls of Compression Equipment,5)
    
    inventory management,6)
    
    legal,7)
    
    accounting,8)
    
    treasury,9)
    
    insurance administration and claims processing,10)
    
    risk management,11)
    
    health, safety and environmental,12)
    
    information technology,13)
    
    human resources,14)
    
    credit,15)
    
    payroll,16)
    
    internal audit,17)
    
    taxes,18)
    
    engineering,19)
    
    facilities management,20)
    
    investor relations,21)
    
    ERP,22)
    
    training,23)
    
    executive,24)
    
    sales, and25)
    
    business development.
 Schedule 3.1(a)




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Schedule 3.1(b)
 Excluded Services
 1.
    
    Fabrication and sale of new Compression Equipment.
 Schedule 3.1(b)




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Schedule 6.1
 Marks
 
 
 
 
 
 Schedule 6.1




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Signature Page  Omnibus Agreement




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Exhibit
A
 FORM ASSIGNMENT AND BILL OF SALE
 Seller   Purchaser  Exhibit A Assets
 THE ASSETS ARE BEING SOLD WITHOUT ANY WARRANTIES, WHETHER EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF FITNESS FOR USE OR MERCHANTIBILITY.
    Omnibus Agreement
 Exhibit A 1




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SELLER
[     ]By:Name:Title:BUYER
[     ]By:Name:Title:
 Exhibit A 2




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Exhibit B
 FORM COMPRESSION LEASE AGREEMENT
 GAS
COMPRESSOR EQUIPMENT MASTER RENTAL AGREEMENT
 
 Lessor and Lessee Agree as follows:
 Lease.
 Term and Rent.
 Taxes.
 Inspection and Acceptance.
 Exhibit B-1




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Freight.
 Insurance.
 Use / Lessees Responsibilities.
    Exhibit B-2




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No Maintenance / Bare Rental.
 Inspection.
 Title; Personal Property; Encumbrances; Location.
     Licenses, Permits and Compliance.
   Waste Disposal.
 Events of Default; Remedies; Expenses.
   Exhibit B-3




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Holding Over.
 Exhibit B-4




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Indemnity of Lessor.
 a.
 b.
 Savings Clause.
 Limitation of Liability.
 Assignment By Lessor.
 Assignment and Subleasing by Lessee.
 Exhibit B-5




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No Lessor Equipment Warranties.
 Enforceability.
 No Conditional Sale.
 Alterations.
   Exhibit B-6




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Miscellaneous.
          Exhibit B-7




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Exhibit B-8




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LESSOR
 BY:NAME:TITLE:LESSEE:BY:NAME:TITLE:
 Exhibit B-9




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SCHEDULE A TO GAS COMPRESSOR EQUIPMENT MASTER RENTAL 
AGREEMENT
 ( BARE RENTAL )
 Lessee:
    
    Date:Attention:
    
    Quote #
 Actual field operating conditions can cause actual
compressor capacities to vary.
 Unit #
    
    EngineFrame
    
    Cylinders
 SUCTION PRESSURE
    
    PSIGDISCHARGE PRESSURE
    
    PSIGCOMPRESSOR
    
    BHPOPERATING
    
    RPMINTAKE TEMPERATURE
    
    °FSPECIFIC
    
    GRAVITYALTITUDE
    
    FTH2S
    
    Process Gas
    
    (PPM)
    
    *H2S
    
    Fuel Gas
    
    (PPM)
    
    **AMBIENT
    
    TEMP.
    
    °F
 
 *
    
    H2S process gas content equal to or greater than 100 PPM triggers the
applicability of Lessors High H2S Process Gas Content Schedule.**
    
    H2S fuel gas content limits are addressed on Page 2 of this Schedule. 
 Exhibit B-10




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RENTAL
RATE  [The Rental Rate will be determined based on the Appraised
Value (as defined in the Omnibus Agreement) of the Equipment in accordance with
the following formula:  ] [The Minimum Term will match the term of the underlying customer contract under
which the Equipment will be employed.]
 advance at  Houston office, written notice
  Master Agreement Date:
  Freight Charges To Site From
    
    
    
    Paid for byFreight Charges From Site To
    
    
    
    Paid for by
 Exhibit B-11




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LESSORS AND LESSEES RESPONSIBILITIES
 Lessor
    o
    
    Major overhauls of the engine, including without limitation the cylinder heads;
ando
    
    Major overhauls on the compressor, including without limitation repair or
replacement of major castings on the compressor frame and cylinders.
 Lessee
   o
    
    Monthly adjustments on the engine and compressor per Lessors guidelines;o
    
    Anti-freeze in accordance with Lessors requirements;o
    
    Lubricants and related filters in accordance with Lessors requirements; ando
    
    Daily inspections/monitoring.
        2
   Exhibit B-12




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The following responsibilities apply when Site is offshore or in inland waterways:
     Exhibit B-13




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ACKNOWLEDGED and ACCEPTED
 LESSOR
 
 Return original and all correspondence to
 
 
 LESSEE
 By:Title:
 Exhibit B-14




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***
    
    indicates material has been omitted pursuant to a Confidential Treatment Request filed with the
Securities and Exchange Commission. A complete copy of this agreement has been filed separately
with the Securities and Exchange Commission.  Schedule A
 Exterran Customers




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Schedule B
 Exterran Overlapping Customers




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Schedule C
 Partnership Customers




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Schedule D
 Partnership Overlapping Customers