Exhibit
10.1





FIRST
AMENDMENT


TO


FIRST
AMENDED AND RESTATED OMNIBUS AGREEMENT




This
First Amendment (this “Amendment”)
to the First Amended And Restated Omnibus Agreement (the “Omnibus
Agreement”) is entered into on, and effective as of, July 30, 2008 (the
“Effective
Date”), and is by and among Exterran Holdings, Inc., a Delaware
corporation (“Exterran”),
Exterran Energy Solutions, L.P., a Delaware limited partnership (“EES”),
Exterran GP LLC, a Delaware limited liability company formerly named UCO GP, LLC
(“GP
LLC”), Exterran General Partner, L.P., a Delaware limited partnership
formerly named as UCO General Partner, L.P. (the “General  Partner”),
Exterran Partners, L.P., a Delaware limited partnership (the “Partnership”)
and EXLP Operating LLC (the “Operating
Company”).  The above-named entities are sometimes referred to
in this Agreement each as a “Party” and
collectively as the “Parties.”  Capitalized
terms used but not defined herein shall have the meaning given thereto in the
Omnibus Agreement.




RECITALS




A.             The
Parties, together with Exterran, Inc., a Texas corporation, (“EI”),
entered into the Omnibus Agreement on, and effective as of August 20,
2007.




B.           As
a result of a reorganization that occurred on May 31, 2008 (the “Reorganization”),
EI was merged with and into EES.





C.           The
Parties desire to amend Section 3.2(a) of the
Omnibus Agreement to (i) increase the maximum selling, general and
administrative costs that may be allocated to the Partnership 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”)
set forth in that certain Contribution, Conveyance and Assumption Agreement by
and among Exterran, Hanover Compressor Company, Hanover Compression General
Holdings, LLC, EES, Exterran ABS 2007 LLC, Exterran ABS Leasing 2007 LLC, 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 June 25,
2008 (the “Contribution
Agreement”) and (ii) reflect the results of the
Reorganization.





D.           The
Parties desire to amend Section 3.2(b) of the
Omnibus Agreement to increase the maximum Cost of Sales per Average Horsepower
that may be allocated to the Partnership Group to take into account the New
Assets.





E.           The
Parties desire to restate Schedules A, B, C and D of the Omnibus Agreement to
reflect the Exterran Customers, Exterran Overlapping Customers, Partnership
Customers and Partnership Overlapping Customers, respectively, upon consummation
of the Transaction.





F.           The
Conflicts Committee of the Board of Directors of GP LLC has approved the form,
terms and substance of this Amendment in accordance with the requirements set
forth in Sections
3.2(a) and (b) of the Omnibus
Agreement.





FOR GOOD AND VALUABLE
CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledge, the Parties hereby agree as follows:




1.  Omnibus
Agreement Amendment.




(a)  The
definition of “Limit Period” in Section 1.1 of the
Omnibus Agreement is hereby replaced in its entirety with the
following:




“
“Limit Period” means
the period commencing on July 1, 2008 and ending on December 31,
2009.”





(b)  The
definition of “Cost of Sales” in Section 1.1 of the
Omnibus Agreement is hereby replaced in its entirety with the
following:




“  “Cost of Sales” means any
costs incurred of the type included in the “Cost of sales (excluding
depreciation expense)” line item in the consolidated statement of operations of
the Partnership prepared in accordance with GAAP, as applied as of the Effective
Date.”





(c)  The
Omnibus Agreement is hereby amended by replacing Section 3.2(a) in its
entirety with the following:




“Notwithstanding
Section 3.1, the amount that the Exterran Entities are entitled to receive
from the Partnership Group pursuant to Section 3.1 for selling, general and
administrative costs during any particular quarter commencing with the quarter
in which the Transaction is consummated during the Limit Period shall not exceed
$6.0 million (the “SG&A
Limit”); provided, that with respect
to the quarter during which the Transaction is consummated, it means the sum of
(i) the product of $4.75 million multiplied by a fraction of which the numerator
is the number of days in such period prior to consummation of the Transaction
and of which the denominator is 91 or 92 as applicable and (ii) the product of
$6.0 million multiplied by a fraction of which the numerator is the number of
days in such period on and after consummation of the Transaction and of which
the denominator is 91 or 92 as applicable. The SG&A Limit shall be reduced
by any cash selling, general and administrative costs incurred directly by the
Partnership Group during the applicable period. In the event that during the
Limit Period the Partnership Group makes any additional acquisitions of assets
or businesses or the business of the Partnership Group otherwise expands after
consummation of the Transaction, then the Parties shall negotiate in good faith
any appropriate increase in the SG&A Limit in order to account for any
adjustments in the nature and extent of the selling, general and administrative
services provided by the Exterran Entities to the Partnership Group, with any
such increase in the SG&A Limit subject to the approval of the Conflicts
Committee.”





(d)  The
Omnibus Agreement is hereby amended by replacing Section 3.2(b) in its
entirety with the following:




“Notwithstanding
Section 3.1, the amount that the Exterran Entities are entitled to receive
from the Partnership Group pursuant to Section 3.1 for Cost of Sales during
any particular quarter during the Limit Period shall not exceed $21.75 times the
Average Horsepower of the Partnership Group during such quarter (the “Cost of Sales
Limit”). The Cost of Sales Limit shall be reduced by any Cost of Sales
incurred directly by the Partnership Group during the applicable period. In the
event that during the Limit Period the Partnership Group makes any additional
acquisitions of assets or businesses or the business of the Partnership Group
otherwise expands after the Effective Date, then the Parties shall negotiate in
good faith any appropriate increase in the Cost of Sales Limit in order to
account for any adjustments in the Cost of Sales of the Partnership Group (on a
per horsepower basis) as a result of such acquisition or expansion, with any
such increase in the Cost of Sales Limit subject to the approval of the
Conflicts Committee.”





(e)  The
Omnibus Agreement is hereby amended by deleting all references to EI and by
replacing all references to UCO LLC with references to GP LLC.




(f)           The
Omnibus Agreement is hereby amended by replacing Schedules A, B, C and D with
the respective schedules attached to this Amendment.





2.  Acknowledgement.Except
as amended hereby, the Omnibus Agreement shall remain in full force and effect
as previously executed, and the Parties hereby ratify the Omnibus Agreement as
amended hereby.




3. Counterparts.This
Amendment may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, and shall become effective when one or
more counterparts have been signed by each of the Parties hereto and delivered
(including by facsimile) to the other Parties.







IN WITNESS WHEREOF, the
Parties have executed this Agreement as of the date first set forth
above.




EXTERRAN
HOLDINGS, INC.




By: /s/ Daniel K.
Schlanger


Name:   Daniel
K. Schlanger


Title:     Senior
Vice President




EXTERRAN
ENERGY SOLUTIONS, L.P.




By:          EES
GP, L.P.


its general partner




By:          Hanover
Compressor Company


its general partner




By: /s/ Stephen A.
Snider


Name:   Stephen
A. Snider


Title:     President
and Chief Executive Officer




EXTERRAN
GP LLC




By: /s/ Daniel K.
Schlanger


Name:   Daniel
K. Schlanger


Title:     Senior
Vice President




EXTERRAN
GENERAL PARTNER, L.P.




By:          Exterran
GP LLC,


its general partner





By: /s/ Daniel K.
Schlanger


Name: Daniel
K. Schlanger


Title:   Senior
Vice President







EXTERRAN
PARTNERS, L.P.




By:         
Exterran General Partner, L.P.,


its general partner





By:
            Exterran
      GP LLC,


its
      general partner





By:  /s/ Daniel K.
Schlanger


Name:  Daniel
K. Schlanger


Title:    Senior
Vice President




EXLP
OPERATING LLC




By:       
 Exterran Partners, L.P.,


its sole member





By:          Exterran
General Partner, L.P.,


its general partner





By:
            Exterran
      GP LLC,


its
      general partner





By: /s/ Daniel
K. Schlanger


Name:   Daniel
K. Schlanger


Title:     Senior
Vice President