the parties RELATING to the SUBJECT MATTER HEREOF AND
THEREOF and may not be contradicted by evidence of prior, contemporaneous or
unwritten oral agreements of the parties. There are no oral agreements between
the parties.
8.8
GOVERNING LAW. THIS SECOND AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE
VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
8.9
Release. FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY
OF WHICH ARE HEREBY ACKNOWLEDGED, EACH LOAN PARTY, FOR ITSELF AND ITS SUCCESSORS
AND ASSIGNS, FULLY AND WITHOUT RESERVE, HEREBY WAIVES, RELEASES, ACQUITS, AND
FOREVER DISCHARGES THE ADMINISTRATIVE AGENT, EACH ISSUING BANK AND EACH LENDER,
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES,
REPRESENTATIVES, AGENTS, ADVISORS AND AFFILIATES (COLLECTIVELY THE "RELEASED
PARTIES" AND INDIVIDUALLY A "RELEASED PARTY") FROM ANY AND ALL ACTIONS, CLAIMS,
CAUSES OF ACTION, JUDGMENTS, SUITS OR LIABILITIES OF ANY KIND AND NATURE
WHATSOEVER, DIRECT AND/OR INDIRECT, AT LAW OR IN EQUITY, WHETHER NOW EXISTING OR
HEREAFTER ASSERTED, WHETHER ABSOLUTE OR CONTINGENT, WHETHER DUE OR TO BECOME
DUE, WHETHER DISPUTED OR UNDISPUTED, IN EACH CASE THAT ARE KNOWN TO SUCH LOAN
PARTY AS OF THE DATE HEREOF (INCLUDING, WITHOUT LIMITATION, ANY CROSS-CLAIMS,
OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE
NEGLIGENCE OF ANY RELEASED PARTY IN EACH CASE THAT ARE KNOWN TO SUCH LOAN PARTY
AS OF THE DATE HEREOF) (COLLECTIVELY, THE "RELEASED CLAIMS"), FOR OR
9
BECAUSE OF ANY MATTERS OR THINGS OCCURRING, EXISTING OR ACTIONS DONE, OMITTED TO
BE DONE, OR SUFFERED TO BE DONE BY ANY OF THE RELEASED PARTIES, IN EACH CASE, ON
OR PRIOR TO THE DATE HEREOF BUT ONLY TO THE EXTENT DIRECTLY OR INDIRECTLY
ARISING OUT OF OR IN ANY WAY CONNECTED TO ANY OF THIS SECOND AMENDMENT, THE
CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (COLLECTIVELY, THE "RELEASED MATTERS"). THE
PROVISIONS OF THIS SECTION 8.9 SHALL SURVIVE THE TERMINATION OF THIS SECOND
AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS AND PAYMENT IN FULL
OF THE SECURED OBLIGATIONS.
[Signature Pages Follow]
10
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be
duly executed as of the date first written above.
EXTERRAN ENERGY SOLUTIONS, L.P., a
Delaware limited partnership, as the Borrower
By:
/s/ Jon C. Biro
Name:
Jon C. Biro
Title:
Senior Vice President and Chief Financial Officer
EXTERRAN CORPORATION, a Delaware
corporation, as Parent
By:
/s/ Jon C. Biro
Name:
Jon C. Biro
Title:
Senior Vice President and Chief Financial Officer
Signature Page to Second Amendment - Exterran Energy Solutions, L.P.
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent and
as a Lender
By:
/s/ T. Alan Smith
Name:
T. Alan Smith
Title:
Managing Director
Signature Page to Second Amendment - Exterran Energy Solutions, L.P.
CRÉDIT AGRICOLE CORPORATE AND
INVESTMENT BANK, as a Lender and Issuing Bank
By:
/s/ Michael Willis
Name:
Michael Willis
Title:
Managing Director
By:
/s/