AGREEMENTS BETWEEN THE PARTIES.
7.8
GOVERNING LAW. THIS FOURTH 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.
7.9 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 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 FOURTH 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
7.9 SHALL SURVIVE THE TERMINATION OF THIS FOURTH 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 Fourth 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/ David A. Barta
Name:
David A. Barta
Title:
Senior Vice President
EXTERRAN CORPORATION, a Delaware
corporation, as Parent
By:
/s/ David A. Barta
Name:
David A. Barta
Title:
Senior Vice President
Signature Page to Fourth Amendment - Exterran Energy Solutions, L.P.
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent and
as a Lender
By:
/s/ Timothy P. Gebauer
Name:
Timothy P. Gebauer
Title:
Director
Signature Page to Fourth 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/ Darrell Stanley
Name:
Darrell Stanley
Title:
Managing Director
Signature Page to Fourth Amendment - Exterran Energy Solutions, L.P.
BANK OF AMERICA, N.A., as a Lender and
Issuing Bank
By:
/s/ Tyler Ellis
Name:
Tyler Ellis
Title:
Director
Signature Page to Fourth