Exhibit 10.5
    SECOND AMENDED AND RESTATED
 OMNIBUS AGREEMENT
 AMONG
 EXTERRAN HOLDINGS, INC.
 EXTERRAN ENERGY SOLUTIONS, L.P.
 EXTERRAN GP LLC
 EXTERRAN GENERAL PARTNER, L.P.
 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
    
    
    142.5 Scope of the Prohibition
    
    
    162.6 New Customers
    
    
    162.7 Rental Arrangements
    
    
    172.8 Lease Takeover Arrangements
    
    
    172.9 Enforcement
    
    
    172.10 Termination
    
    
    18ARTICLE III SERVICES
    
    
    183.1 Provision, Allocation and Reimbursement for Services
    
    
    183.2 Limitations on Reimbursement
    
    
    19ARTICLE IV COMPRESSION EQUIPMENT TRANSFERS
    
    
    204.1 Transfer Mechanics
    
    
    204.2 Settlement; Appraised Value
    
    
    224.3 [Reserved]
    
    
    234.4 Like-Kind Exchange Treatment
    
    
    234.5 Other Sales Permitted
    
    
    244.6 Termination
    
    
    244.7 Proration of Ad Valorem Taxes
    
    
    24ARTICLE V NEWLY FABRICATED COMPRESSION EQUIPMENT PURCHASES
    
    
    24ARTICLE VI LICENSE
    
    
    256.1 Grant of License
    
    
    256.2 Restrictions on Marks
    
    
    256.3 Ownership
    
    
    256.4 Confidentiality
    
    
    256.5 Estoppel
    
    
    266.6 Warranties; Disclaimers
    
    
    266.7 In the Event of Termination
    
    
    26ARTICLE VII INDEMNIFICATION
    
    
    277.1 Environmental Indemnification
    
    
    277.2 Additional Indemnification
    
    
    287.3 Limitations Regarding Indemnification
    
    
    297.4 Indemnification Procedures
    
    
    29ARTICLE VIII MISCELLANEOUS
    
    
    30
 i




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8.1 Choice of Law; Submission to Jurisdiction
    
    
    308.2 Notice
    
    
    308.3 Entire Agreement
    
    
    318.4 Termination
    
    
    318.5 Effect of Waiver or Consent
    
    
    318.6 Amendment or Modification
    
    
    318.7 Assignment; Third Party Beneficiaries
    
    
    318.8 Counterparts
    
    
    328.9 Severability
    
    
    328.10 Gender, Parts, Articles and Sections
    
    
    328.11 Further Assurances
    
    
    328.12 Withholding or Granting of Consent
    
    
    328.13 Laws and Regulations
    
    
    328.14 Negation of Rights of Limited Partners, Assignees and Third Parties
    
    
    328.15 No Recourse Against Officers or Directors
    
    
    32
 EXHIBITS AND SCHEDULES




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SECOND AMENDED AND RESTATED
OMNIBUS AGREEMENT
 Effective Date Exterran EESLP GP
LLC General Partner Partnership Operating Company Party Parties
 RECITALS:
 Omnibus Agreement
  First Amendment
  1.
    
    to increase the maximum selling, general and administrative costs that
may be allocated to the Partnership in Section 3.2(a) to take into account the
contribution of certain compression services agreements and compression equipment
(the New Assets) to the Partnership in the transaction (the Transaction)
contemplated by that certain Contribution, Conveyance and Assumption Agreement by
and among Exterran, Exterran Energy Corp., Exterran General Holdings LLC, EESLP,
EES Leasing LLC, EXH GP LP LLC, GP LLC, EXH MLP LP LLC, the General Partner, the
Operating Company, EXLP Leasing LLC and the Partnership, dated as of October 2,
2009 (the 2009 Contribution Agreement);2.
    
    to restate Schedules A, B, C and D to reflect the Exterran Customers,
Exterran Overlapping Customers, Partnership Customers and Partnership Overlapping
Customers, respectively, upon consummation of the Transaction; and3.
    
    to restate Exhibits A and B as Exhibits 1 and 2 attached hereto and to
add Exhibit 3 to reflect the current forms of bill of sale, equipment lease
agreement and like-kind exchange assignment and bill of sale.




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ARTICLE I
DEFINITIONS
 Definitions
   2009 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
 3




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Compression Equipment
 Competitive Services provided however
 Conflicts Committee
 Conversion Condition
 Cost of Sales
 Cost of Sales Limit
 Covered Environmental Losses
 Direct Compression Equipment Costs and Expenses
 Direct Leased Compression Equipment Capitalizable Costs
 Direct Leased Compression Equipment Expenses
 4




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Effective Date
 Effective Time
 EESLP
 Environmental Laws
 Exchange Act
 Exterran
 Exterran Customers
 Exterran Entities Exterran Entity
 Exterran Overlapping Customers
 Exterran Restricted Business
 Exterran Site
 5




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Fabricated Cost .
 Fixed Margin Amount Schedule 1.1
 Form Bill of Sale
 Form Compression Services Agreement
 Form Lease Agreement
 Form Like-Kind Exchange Bill of Sale
 GAAP
 General Partner
 GP LLC
 Hazardous Substance
 6




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Indemnified Party
 Indemnifying Party
 Lease Takeover Arrangement
 Licensees
 Licensor
 Liens
 Limit Period
 Marks Schedule 6.1
 New Assets
 New Customer
 Non-Qualifying Business
 Offer
 Offer Period
 Offered Assets
 Offeree
 Operating Company
 Organizational Documents
 Other Losses
 7




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Overlapping Customer
 Partnership
 Partnership Agreement
 Partnership Assets
 Partnership Customers
 Partnership Entities Partnership Entity
 Partnership Group
 Partnership Horsepower
 Partnership Overlapping Customer
 8




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Partnership Restricted Business
 Partnership Site
 Party Parties
 Percentage Interest
 Permitted Liens
 Person
 Purchase Agreement
 Qualifying Business
 Released Exterran
 Released Partnership Customers
 Rental Arrangement
 Retained Assets
 Services
 Site
 9




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Subsidiary
 Total Domestic Horsepower
 Transaction
 Transferee
 Transferor
 USCSB
 USCSB Horsepower
 Voluntary Cleanup Program
 Voting Securities provided
 ARTICLE II
NON-COMPETITION AND BUSINESS OPPORTUNITIES
 Restricted Business
  10




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Exterran
Restricted Business
 Partnership Restricted Business
 Overlapping Customers.
 Partnership Site Exterran Site
   Permitted Exceptions
 11




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provided Acquired Exterran Restricted Business
 12




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provided Acquired
Partnership Restricted Business
  13




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Restricted Business Procedures.
 Acquiring Party Offeree Offer Offered Assets Purchase Agreement provided
  14




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provided Non-Qualifying Business Qualifying Business Conversion Condition provided
further
 Offer Period
  15




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Scope of the Prohibition
 New Customers
 16




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Rental Arrangements.
 Lease Takeover Arrangements Lease Takeover Arrangement
 Enforcement
 17




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Termination
 ARTICLE III
SERVICES
 Provision, Allocation and Reimbursement for Services
 Schedule 3.1(a)  Services  Schedule 3.1(b)
 provided
 18




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Limitations on Reimbursement.
 SG&A
Limit
 19




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Cost of Sales Limit
 ARTICLE IV
COMPRESSION EQUIPMENT TRANSFERS
 Transfer Mechanics
 provided transfer
   20




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provided provided further
  Effective Time provided
    21




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Settlement; Appraised Value
  provisos
  22




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provided
 provided however
 provided however
  provided
 [Reserved]
 Like-Kind Exchange Treatment
 23




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Other Sales Permitted provided however
 Termination
 Proration of Ad Valorem Taxes Billed Party
 ARTICLE V
NEWLY FABRICATED COMPRESSION EQUIPMENT PURCHASES
 provided
 24




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ARTICLE VI
LICENSE
 Grant of License
 Restrictions on Marks
     Ownership.
 Confidentiality
 25




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Estoppel
 Warranties; Disclaimers.
   In the Event of Termination
 26




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ARTICLE VII
INDEMNIFICATION
 Environmental Indemnification.
   provided
 Covered Environmental
Losses
 provisos
  27




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Additional Indemnification.
 Other Losses
    provided however
 provisos
 28




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Limitations Regarding Indemnification.
   Indemnification Procedures
 provided however
 provided, however,
 provided, however,
 29




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provided, however
   ARTICLE VIII
MISCELLANEOUS
 Choice of Law; Submission to Jurisdiction
 Notice
  
 30




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Entire Agreement
 Termination
 Effect of Waiver or Consent
 Amendment or Modification provided however
 Assignment; Third Party Beneficiaries
 31




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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
 32




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[ Signature pages follow. ]
 33




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EXTERRAN HOLDINGS, INC.By:
    
    /s/ Ernie L. DannerName:
    
    Ernie L. DannerTitle:
    
    President and Chief Executive OfficerEXTERRAN ENERGY SOLUTIONS, L.P.By:
    
    /s/ Ernie L. DannerName:
    
    Ernie L. DannerTitle:
    
    President and Chief Executive OfficerEXTERRAN GP LLCBy:
    
    /s/ David S. MillerName:
    
    David S. MillerTitle:
    
    Vice President and Chief Financial OfficerEXTERRAN GENERAL PARTNER, L.P.By:
    
    Exterran GP LLC,its general partnerBy:
    
    /s/ David S. MillerName:
    
    David S. MillerTitle:
    
    Vice President and Chief Financial Officer
 Signature Page  Omnibus Agreement




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EXTERRAN PARTNERS, L.P.By:
    
    Exterran General Partner, L.P.,its general partnerBy:
    
    Exterran GP LLC,its general partnerBy:
    
    /s/ David S. MillerName:
    
    David S. MillerTitle:
    
    Vice President and Chief Financial OfficerEXLP OPERATING LLCBy:
    
    /s/ David S. MillerName:
    
    David S. MillerTitle:
    
    Vice President and Chief Financial Officer
 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)
    
    collections,16)
    
    payroll,17)
    
    internal audit,18)
    
    taxes,19)
    
    engineering,20)
    
    facilities management,21)
    
    investor relations,22)
    
    ERP,23)
    
    training,24)
    
    executive,25)
    
    sales, and26)
    
    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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Schedule 6.1




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Exhibit 1
 FORM ASSIGNMENT AND BILL OF SALE
 Seller   Purchaser  Exhibit A Assets
 EXCEPT AS EXPRESSLY PROVIDED IN THE
OMNIBUS AGREEMENT, THE ASSETS ARE BEING SOLD WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF FITNESS FOR USE OR MERCHANTIBILITY.
    Exterran EESLP GP LLC General Partner Partnership Operating Company Omnibus Agreement
 Exhibit 1-1




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SELLER[    ]By:Name:Title:BUYER[    ]By:Name:Title:
 Exhibit 1-2




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Exhibit 2
 FORM COMPRESSION LEASE AGREEMENT
 EQUIPMENT MASTER RENTAL AGREEMENT
 
 Lessor and Lessee agree as follows:
 Lease.
    Term; Rent; and Equipment Type.
   Taxes.




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Inspection and Acceptance upon Delivery of Equipment to Lessee and Return of Equipment to
Lessor.
 Freight.
 Insurance.
 Use / Lessees Responsibilities.




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Maintenance.
 Inspection.
 Title; Personal Property; Encumbrances; Location.




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Licenses, Permits and Compliance.
   Waste Disposal.
 Events of Default; Remedies; Expenses.




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Indemnity of Lessor.
 a.
 b.
 c. No Limit
 d. Application, Construction and Interpretation
 e. Waiver of Consequential Damages . NOTWITHSTANDING ANYTHING CONTAINED IN THIS
AGREEMENT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR, AND EACH PARTY
HEREBY RELEASES THE OTHER PARTY FROM, ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL
DAMAGES OR LOSSES RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, OR ANY EQUIPMENT, INCLUDING, BUT
NOT LIMITED TO,




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DAMAGES OR LOSSES FOR LOST PRODUCTION, LOST REVENUE, LOST PRODUCT, LOST PROFITS, LOST BUSINESS
OR BUSINESS INTERRUPTIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY PRE-EXISTING
CONDITIONS, WHETHER SUCH CONDITIONS BE PATENT OR LATENT, BREACH OF REPRESENTATION OR WARRANTY
(EXPRESS OR IMPLIED), ULTRAHAZARDOUS ACTIVITY, STRICT LIABILITY, TORT, BREACH OF CONTRACT, BREACH
OF STATUTORY DUTY, BREACH OF ANY SAFETY REQUIREMENT OR REGULATION, OR THE NEGLIGENCE OF ANY PERSON
OR PARTY, INCLUDING, BUT NOT LIMITED TO, THE INDEMNIFIED PARTY OR PARTIES AND ITS OR THEIR GROUPS,
WHETHER SUCH NEGLIGENCE BE SOLE, JOINT AND/OR CONCURRENT, ACTIVE OR PASSIVE, OR ANY OTHER THEORY OF
LEGAL LIABILITY WITHOUT LIMITATION, EXCEPT TO THE EXTENT ANY SUCH RELEASING PARTY ACTUALLY SUFFERS
SUCH DAMAGES OR LOSSES TO A THIRD PARTY AND SUCH DAMAGES OR LOSSES ARE OTHERWISE INDEMNIFIABLE
UNDER SECTION 14 OF THIS AGREEMENT. THE PARTIES FURTHER AGREE THAT THE FORGOING RELEASE OF
LIABILITY SHALL ALSO EXTEND TO EACH PARTYS PARENT, SUBSIDIARY, AFFILIATED AND RELATED COMPANIES
AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES
 Savings Clause.
 Assignment By Lessor.
 Assignment and Subleasing by Lessee. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION
17, LESSEE SHALL NOT, WITHOUT THE PRIOR CONSENT OF LESSOR, ASSIGN, TRANSFER OR ENCUMBER ITS RIGHTS,
INTERESTS OR OBLIGATIONS UNDER THIS AGREEMENT. ANY ATTEMPTED ASSIGNMENT, TRANSFER OR ENCUMBRANCE
BY LESSEE OF ITS RIGHTS, INTERESTS OR OBLIGATIONS UNDER THIS AGREEMENT SHALL BE NULL AND VOID.




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No Lessor Equipment Warranties. EXCEPT AS OTHERWISE PROVIDED IN THE APPLICABLE SCHEDULE,
LESSOR LEASES THE EQUIPMENT TO LESSEE AS-IS AND EXPRESSLY DISCLAIMS AND MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, AS TO THE CONDITION, DESIGN, QUALITY, CAPACITY, MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE OF OR CONCERNING THE EQUIPMENT, OR ANY WARRANTY THAT THE EQUIPMENT IS FREE OF
THE RIGHTFUL CLAIM OF ANY THIRD PERSON BY WAY OF INFRINGEMENT OR THE LIKE, WHETHER PATENT OR
TRADEMARK INFRINGEMENT OR OTHERWISE, OR ANY OTHER MATTER, CONCERNING THE EQUIPMENT.
 Enforceability.
 No Conditional Sale.
 Alterations.
 Miscellaneous.




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LESSOR
 BY:NAME:TITLE:
 LESSEE:
 BY:NAME:TITLE:




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Annex A
 LESSEES RESPONSIBILITIES
 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
       The following responsibilities apply when Site is offshore or in inland waterways:
     Exhibit 2-10




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SCHEDULE A TO EQUIPMENT MASTER RENTAL AGREEMENT
( BARE RENTAL )
 
 
 
 
   
 ACKNOWLEDGED and ACCEPTED
 LESSOR
 
 By:Title:
 LESSEE
 
 By:Title:
 Exhibit 2-11




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Exhibit 3
 Form Like-Kind Exchange Bill of Sale
 ASSIGNMENT AND BILL OF SALE  (Like-Kind Exchange)
 EES Leasing EXLP Leasing  Exhibit A Assets
 EXCEPT AS EXPRESSLY PROVIDED IN THE
OMNIBUS AGREEMENT, THE ASSETS ARE BEING EXCHANGED WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF FITNESS FOR USE OR MERCHANTIBILITY.
     Exhibit 3-1




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Omnibus Agreement
  EES LEASING:EES Leasing LLC, a Delaware limited liability companyBy:Name:Title:EXLP LEASING:EXLP Leasing LLC, a Delaware limited liability
companyBy: EXLP Operating LLC, its sole memberBy: Exterran Partners, L.P., its sole memberBy: Exterran General Partner, L.P., its general
partnerBy: Exterran GP LLC, its general partnerBy:Name:Title:
 Exhibit 3-2




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Exhibit A  Compression Equipment Transferred  (Like-Kind Exchange)
 Exhibit 3-3




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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