PURCHASING THIS NOTE,
AGREES THAT SUCH NOTE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY IN ACCORDANCE
WITH ANY APPLICABLE STATE SECURITIES LAWS AND (1) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON
THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT
PURCHASES FOR ITS OWN ACCOUNT (OR FOR THE ACCOUNT OR ACCOUNTS OF A QUALIFIED
INSTITUTIONAL BUYER) AND TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT OR (3) TO A PERSON (A) THAT IS AN "INSTITUTIONAL ACCREDITED
INVESTOR," WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT, IS TAKING DELIVERY OF SUCH NOTE IN AN AMOUNT OF AT
LEAST $250,000 AND DELIVERS A PURCHASER LETTER TO THE INDENTURE TRUSTEE IN THE
FORM ATTACHED TO THE SUPPLEMENTS OR (B) THAT IS TAKING DELIVERY OF SUCH NOTE
PURSUANT TO A TRANSACTION THAT IS OTHERWISE EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, AS CONFIRMED IN AN OPINION OF COUNSEL
ADDRESSED TO THE INDENTURE TRUSTEE AND THE ISSUER, WHICH COUNSEL AND OPINION ARE
SATISFACTORY TO THE ISSUER AND THE INDENTURE TRUSTEE.
EACH PURCHASER OF A NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT TO THE
INITIAL PURCHASER, THE ISSUER, THE INDENTURE TRUSTEE AND THE MANAGER THAT EITHER
(1) IT IS NOT ACQUIRING THE NOTE WITH THE ASSETS OF A PLAN; OR (2) THE
ACQUISITION AND HOLDING OF THE NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406(a) OF ERISA OR SECTION 4975 OF THE CODE.
THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THE NOTE MAY NOT BE
RESOLD, PLEDGED OR TRANSFERRED TO A COMPETITOR OF THE ISSUER, EXTERRAN OR ANY
EXTERRAN AFFILIATE, EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES AS SET FORTH IN
SECTION 205(i) OF THE INDENTURE.
THIS NOTE IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
We understand that this letter is required in connection with certain
securities laws. If administrative or other proceedings are commenced in
connection with which this letter is or would be relevant, we irrevocably
authorize you to produce this letter or a copy of this letter to any interested
party in such proceedings.
[SIGNATURES TO FOLLOW]
THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.
(Name of Purchaser)
By:
Name:
Title:
Address:
Exhibit B
to Indenture
FORM OF CONTROL AGREEMENT
SECURITIES ACCOUNT CONTROL AGREEMENT
This Securities Account Control Agreement, dated as of August ___, 2007
(this "Agreement"), by and among Exterran ABS 2007 LLC (the "Debtor"), Wells
Fargo Bank, National Association, as Indenture Trustee (in such capacity,
together with its successors and permitted assigns, the "Secured Party"), and
Wells Fargo Bank, National Association as securities intermediary (in such
capacity, the "Securities Intermediary"), is entered into